governs this guaranty,
and this guaranty shall be governed by and construed in accordance with the laws
of the State of New York pursuant to Section 5-1401 of the New York General
Obligations Law.
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22.
Jurisdiction. GUARANTOR HEREBY IRREVOCABLY CONSENTS TO THE NEW YORK COUNTY, AND
WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON HIM AND AGREES THAT ALL SUCH
SERVICE OF PROCESS BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO GUARANTOR
AT THE ADDRESS set forth on the signature page hereof AND SERVICE SO MADE SHALL
BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF. GUARANTOR WAIVES ANY
OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED AGAINST HIM AS
PROVIDED HEREIN AND AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF
JURISDICTION OR VENUE. GUARANTOR ACKNOWLEDGES AND AGREES THAT THE VENUE PROVIDED
ABOVE IS THE MOST CONVENIENT FORUM FOR FRS, BORROWER AND GUARANTOR. NOTHING
CONTAINED HEREIN SHALL PREVENT FRS FROM BRINGING ANY ACTION, ENFORCING ANY AWARD
OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST ANY PARTY INDIVIDUALLY, AGAINST ANY
SECURITY OR AGAINST ANY PROPERTY OF ANY PARTY WITHIN ANY OTHER COUNTY, STATE OR
OTHER FOREIGN OR DOMESTIC JURISDICTION.
23.
Jury Trial Waiver. GUARANTOR AND FRS WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING BASED UPON OR RELATED TO THE SUBJECT MATTER OF THIS
GUARANTY OR ANY OF THE OTHER NOTE OR ANY OF THE TRANSACTIONS RELATED TO ANY OF
THE NOTE. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY EACH
PARTY AND EACH PARTY ACKNOWLEDGES THAT NEITHER THE OTHER NOR ANY PERSON ACTING
ON BEHALF OF THE OTHER HAS OR HAVE MADE ANY REPRESENTATIONS OF FACT TO INDUCE
THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT.
GUARANTOR AND BANK EACH FURTHER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED (OR
HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS GUARANTY AND
IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN
FREE WILL AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH
COUNSEL.
24.
Release. Upon payment in full or discharge of the Obligations, this Guaranty
shall be deemed released and terminated and of no further force or effect, and
upon receipt of written request of Guarantor, Bank shall promptly return the
executed original thereof to Guarantor.
25.
Subordination. Any indebtedness of Borrower to Guarantor now or hereafter
existing is hereby subordinated to the Loan. Guarantor agrees that, until the
Loan has been paid in full, Guarantor will not seek, accept, or retain for
Guarantor's own account, any payment from Borrower on account of such
subordinated debt. Any such payments received by Guarantor shall be held in
trust for Bank and shall be paid over to Bank on account of the Loan without
reducing, impairing or releasing the obligations of Guarantor hereunder.
[Remainder of page is blank; signatures appear on next page]
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[SIGNATURE PAGE 1 OF 1 TO AGREEMENT OF GUARANTY AND