AT ANY TIME
ANY PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE TERM LOANS, ANY AMOUNT
PAYABLE ON THE ADVANCES OR ANY OTHER AMOUNT PAYABLE BY ANY BORROWER UNDER THE
LOAN DOCUMENTS RELATING TO THE TERM LOANS OR THE ADVANCES IS RESCINDED OR MUST
BE OTHERWISE RESTORED OR RETURNED UPON THE INSOLVENCY, BANKRUPTCY OR
REORGANIZATION OF ANY BORROWER OR OTHERWISE, THE GUARANTOR'S OBLIGATIONS
HEREUNDER WITH RESPECT TO SUCH PAYMENT SHALL BE REINSTATED AS THOUGH SUCH
PAYMENT HAS BEEN DUE BUT NOT MADE AT SUCH TIME.
SECTION 5.13.
SURVIVAL. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS GUARANTY OR IN ANY OTHER LOAN DOCUMENT, THIS GUARANTY SHALL
CONTINUE IN FULL FORCE AND EFFECT UNTIL FULL INDEFEASIBLE PAYMENT OF THE
GUARANTEED OBLIGATIONS.
SECTION 5.14.
CHOICE OF LAW AND VENUE; JUDICIAL REFERENCE; WAIVER OF
JURY TRIAL; SERVICE OF PROCESS.
(A)
THE VALIDITY OF THIS GUARANTY, THE CONSTRUCTION, INTERPRETATION,
AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL
MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT
REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES.
(B)
THE GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR
ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE
STATE OF CALIFORNIA LOCATED IN LOS ANGELES COUNTY AND OF THE FEDERAL COURTS
LOCATED IN THE CENTRAL DISTRICT OF CALIFORNIA, AND ANY APPELLATE COURT FROM ANY
THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY
OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT,
AND THE GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS
IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH
CALIFORNIA STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. THE
GUARANTOR HEREBY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND BINDING UPON IT AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
NOTHING IN THIS GUARANTY SHALL AFFECT ANY RIGHT THAT THE AGENT OR ANY LENDER MAY
OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF
THIS GUARANTY OR ANY LOAN DOCUMENT AGAINST THE GUARANTOR OR ITS ASSETS OR
PROPERTIES IN THE COURTS OF ANY JURISDICTION WHERE THE
13
GUARANTOR OR ITS ASSETS OR PROPERTIES MAY BE LOCATED OR IN WHICH IT OTHERWISE
MAY BE SUBJECT TO JURISDICTION.
(C)
THE GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO
THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO (I) ANY OBJECTION WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE LOAN DOCUMENTS IN
ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION; (II) THE DEFENSE OF AN
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH