in the United States as may be specified by
the Guarantor in a written notice delivered to the Administrative Agent at such
office as the Administrative Agent may designate for such purpose from time to
time in a written notice to the Guarantor.
18.
WAIVER OF JURY TRIAL; FINAL AGREEMENT.
TO THE EXTENT ALLOWED BY
APPLICABLE LAW, EACH GUARANTOR AND EACH SECURED PARTY HERETO IRREVOCABLY WAIVES
TRIAL BY JURY WITH RESPECT TO ANY ACTION, CLAIM, SUIT OR PROCEEDING ON, ARISING
OUT OF OR RELATING TO THIS GUARANTY OR THE GUARANTEED OBLIGATIONS.
EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
THIS GUARANTY REPRESENTS THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
19.
ADDITIONAL GUARANTOR WAIVERS AND AGREEMENTS.
(A)
THE GUARANTOR UNDERSTANDS AND ACKNOWLEDGES THAT IF THE
ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY FORECLOSES JUDICIALLY OR
NONJUDICIALLY AGAINST ANY REAL PROPERTY SECURITY FOR THE GUARANTEED OBLIGATIONS,
THAT FORECLOSURE COULD IMPAIR OR DESTROY ANY ABILITY THAT THE GUARANTOR MAY HAVE
TO SEEK REIMBURSEMENT, CONTRIBUTION, OR INDEMNIFICATION FROM THE
8
BORROWER OR OTHERS BASED ON ANY RIGHT THE GUARANTOR MAY HAVE OF SUBROGATION,
REIMBURSEMENT, CONTRIBUTION, OR INDEMNIFICATION FOR ANY AMOUNTS PAID BY THE
GUARANTOR UNDER THIS GUARANTY.
THE GUARANTOR FURTHER UNDERSTANDS AND
ACKNOWLEDGES THAT IN THE ABSENCE OF THIS PARAGRAPH, SUCH POTENTIAL IMPAIRMENT OR
DESTRUCTION OF THE GUARANTOR'S RIGHTS, IF ANY, MAY ENTITLE THE GUARANTOR TO
ASSERT A DEFENSE TO THIS GUARANTY BASED ON SECTION 580D OF THE CALIFORNIA CODE
OF CIVIL PROCEDURE AS INTERPRETED IN UNION BANK V. GRADSKY, 265 CAL.APP.2D 40
(1968).
BY EXECUTING THIS GUARANTY, THE GUARANTOR FREELY, IRREVOCABLY, AND
UNCONDITIONALLY: (I) WAIVES AND RELINQUISHES THAT DEFENSE AND AGREES THAT THE
GUARANTOR WILL BE FULLY LIABLE UNDER THIS GUARANTY EVEN THOUGH THE
ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY MAY FORECLOSE, EITHER BY
JUDICIAL FORECLOSURE OR BY EXERCISE OF POWER OF SALE, ANY DEED OF TRUST SECURING
THE GUARANTEED OBLIGATIONS; (II) AGREES THAT THE GUARANTOR WILL NOT ASSERT THAT
DEFENSE IN ANY ACTION OR PROCEEDING WHICH THE ADMINISTRATIVE AGENT OR ANY OTHER
SECURED PARTY MAY COMMENCE TO ENFORCE THIS GUARANTY; (III) ACKNOWLEDGES AND
AGREES THAT THE RIGHTS AND DEFENSES WAIVED BY THE GUARANTOR IN THIS GUARANTY
INCLUDE ANY RIGHT OR DEFENSE THAT THE GUARANTOR MAY HAVE HAD OR BE ENTITLED TO
ASSERT BASED ON OR ARISING OUT OF ANY ONE OR MORE OF SECTIONS 580A, 580B, 580D,
OR 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2848 OF THE
CALIFORNIA CIVIL CODE; AND (IV) ACKNOWLEDGES AND AGREES THAT THE