FURTHER CONSIDERATION OF ADMINISTRATIVE AGENT ENTERING
INTO THIS AGREEMENT, BORROWER WAIVES, WITH RESPECT TO THE LOAN, ANY AND ALL
RIGHTS TO WHICH BORROWER IS OR MAY BE ENTITLED PURSUANT TO SECTION 580A (THE
SO-CALLED "FAIR MARKET ANTIDEFICIENCY RULE"), 580D (THE SO-CALLED "PRIVATE SALE
ANTIDEFICIENCY RULE") AND 726 (THE SO-CALLED "ONE FORM OF ACTION RULE") OF THE
CALIFORNIA CODE OF CIVIL PROCEDURE, AS AMENDED OR RECODIFIED FROM TIME TO TIME,
TOGETHER WITH ANY OTHER ANTIDEFICIENCY OR SIMILAR LAWS WHICH LIMIT, QUALIFY OR
REDUCE BORROWER'S OBLIGATIONS UNDER THE LOAN DOCUMENTS.
8.
NON-IMPAIRMENT.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NOTHING IN THIS
AGREEMENT SHALL ALTER OR AFFECT ANY PROVISION, CONDITION, OR COVENANT CONTAINED
IN THE NOTE OR OTHER LOAN DOCUMENT OR AFFECT OR IMPAIR ANY RIGHTS, POWERS, OR
REMEDIES OF ADMINISTRATIVE AGENT, IT BEING THE INTENT OF THE PARTIES HERETO THAT
THE PROVISIONS OF THE NOTE AND OTHER LOAN DOCUMENTS SHALL CONTINUE IN FULL FORCE
AND EFFECT EXCEPT AS EXPRESSLY MODIFIED HEREBY.
9.
MISCELLANEOUS.
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE
GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA, EXCEPT IF PREEMPTED BY FEDERAL LAW. IN ANY ACTION BROUGHT OR ARISING
OUT OF THIS AGREEMENT OR THE LOAN DOCUMENTS, BORROWER, AND THE GENERAL PARTNERS
AND JOINT VENTURERS OF BORROWER, HEREBY CONSENT TO THE JURISDICTION OF ANY
FEDERAL OR STATE COURT HAVING PROPER VENUE WITHIN THE STATE OF CALIFORNIA AND
ALSO CONSENT TO THE SERVICE OF PROCESS BY ANY MEANS AUTHORIZED BY CALIFORNIA OR
FEDERAL LAW.
THE HEADINGS USED IN THIS AGREEMENT ARE FOR CONVENIENCE ONLY AND
SHALL BE DISREGARDED IN INTERPRETING THE SUBSTANTIVE PROVISIONS OF THIS
AGREEMENT.
ALL CAPITALIZED TERMS USED HEREIN, WHICH ARE NOT DEFINED HEREIN,
SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE OTHER LOAN DOCUMENTS.
TIME IS OF
THE ESSENCE OF EACH TERM OF THE LOAN DOCUMENTS, INCLUDING THIS AGREEMENT. IF ANY
PROVISION OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS SHALL BE
DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE INVALID, ILLEGAL OR
UNENFORCEABLE, THAT PORTION SHALL BE DEEMED SEVERED FROM THIS AGREEMENT AND THE
REMAINING PARTS SHALL REMAIN IN FULL FORCE AS THOUGH THE INVALID, ILLEGAL, OR
UNENFORCEABLE PORTION HAD NEVER BEEN A PART THEREOF.
10.
INTEGRATION; INTERPRETATION. THE LOAN DOCUMENTS, INCLUDING THIS
AGREEMENT, CONTAIN OR EXPRESSLY INCORPORATE BY REFERENCE THE ENTIRE AGREEMENT OF
THE PARTIES WITH RESPECT TO THE MATTERS CONTEMPLATED THEREIN AND SUPERSEDE ALL
PRIOR NEGOTIATIONS OR AGREEMENTS, WRITTEN OR ORAL. THE LOAN DOCUMENTS SHALL NOT
BE MODIFIED EXCEPT BY WRITTEN INSTRUMENT EXECUTED BY ALL PARTIES. ANY REFERENCE
TO THE LOAN DOCUMENTS INCLUDES ANY AMENDMENTS, RENEWALS OR EXTENSIONS NOW OR
HEREAFTER APPROVED BY ADMINISTRATIVE AGENT IN WRITING.
NOTWITHSTANDING ANYTHING
SET FORTH HEREIN, BORROWER AND LENDERS ACKNOWLEDGE AND AGREE THAT EACH HAS
PARTICIPATED IN THE NEGOTIATION AND DRAFTING OF THIS DOCUMENT, AND THAT THIS
AGREEMENT AND ALL THE LOAN DOCUMENTS SHALL NOT BE INTERPRETED OR CONSTRUED
AGAINST OR IN FAVOR OF ANY PARTY BY VIRTUE OF THE IDENTITY, INTEREST OR
AFFILIATION OF ITS PREPARER
11.
EXECUTION