to be an original and all of which
taken together shall constitute one and the same agreement.
Telecopied
signatures hereto shall be of the same force and effect as an original of a
manually signed copy.
24.
WAIVER OF JURY TRIAL.
EACH OF THE AGENT AND THE GUARANTOR HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS EITHER
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING
OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER AGREEMENT OR
DOCUMENT RELATED HERETO, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE AGENT, THE LENDERS, THE BORROWER,
THE GUARANTOR OR ANY OTHER LOAN PARTY.
THIS PROVISION IS A MATERIAL INDUCEMENT
FOR THE AGENT ENTERING INTO THIS AGREEMENT AND SUCH OTHER AGREEMENTS AND
DOCUMENTS AND FOR THE LENDER AND THE AGENT ENTERING INTO THE AMENDED AND
RESTATED REDUCING NOTE FACILITY AGREEMENT REFERRED TO ON THE FIRST PAGE HEREOF.
25.
Attorney's Fees.
If any legal action is brought by the Guarantor
or the Agent, it is expressly agreed that the prevailing party in such legal
action shall be entitled to recover from the other party reasonable attorneys'
fees in addition to any other relief that may be awarded.
26.
Integration.
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG
THE PARTIES HERETO WITH RESPECT TO THE MATTERS COVERED HEREBY AND THEREBY AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[remainder of page intentionally left blank]
16
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly
executed as of the date first above written.
Address:
6400 Imperial Drive (delivery only)
FIRSTCITY FINANCIAL CORPORATION
Waco, Texas 76710
By:
P.O. Box 8216 (mail)
Name:
Waco, Texas 76714-8216
Title:
254-761-2953 (telecopier)
ACCEPTED BY:
Bank of Scotland Plc, acting through its
New York Branch, in its capacity as Agent
under this Agreement and agent under the
Amended and Restated Reducing Note
Facility Agreement.
1095 Avenue of the Americas
New York, New York 10036
(212) 883-6610 (telecopier)
By:
Name:
Title:
[Signature page to Guaranty Agreement]