LOAN DOCUMENTS, OR ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTY OR
ANY OF THE OTHER LOAN DOCUMENTS, OR ANY PROCEEDING TO WHICH
THE GUARANTEED
PARTY OR SUCH SUBSIDIARY GUARANTOR IS A PARTY, INCLUDING ANY ACTIONS BASED UPON,
ARISING OUT OF, OR IN CONNECTION WITH ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENT (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE GUARANTEED PARTY OR SUCH
SUBSIDIARY GUARANTOR.
EACH SUBSIDIARY GUARANTOR IRREVOCABLY AGREES TO BE BOUND
(SUBJECT TO ANY AVAILABLE RIGHT OF APPEAL) BY ANY JUDGMENT RENDERED OR RELIEF
GRANTED THEREBY AND FURTHER WAIVES, TO THE EXTENT PERMITTED BY LAW, ANY
OBJECTION THAT IT MAY HAVE BASED ON LACK OF JURISDICTION OR IMPROPER VENUE OR
FORUM NON CONVENIENS TO THE CONDUCT OF ANY SUCH PROCEEDING.
(b)
EACH SUBSIDIARY GUARANTOR HEREBY IRREVOCABLY DESIGNATES AND
APPOINTS THE BORROWER AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE ON ITS
BEHALF ALL SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING AND ANY OTHER NOTICE
OR COMMUNICATION HEREUNDER, CONSENTS THAT ALL SERVICE OF PROCESS UPON IT MAY BE
MADE BY REGISTERED OR CERTIFIED MAIL DIRECTED TO THE BORROWER AT ITS ADDRESS SET
FORTH IN SCHEDULE 10.09 OF THE INVESTMENT AGREEMENT (AND SERVICE SO MADE SHALL
BE DEEMED TO BE COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT THEREOF OR THREE
(3) BUSINESS DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE
PREPAID AND PROPERLY ADDRESSED), AND AGREES THAT SERVICE SO MADE SHALL BE
EFFECTIVE AND BINDING UPON SUCH SUBSIDIARY GUARANTOR IN EVERY RESPECT AND THAT
ANY OTHER NOTICE OR COMMUNICATION GIVEN TO THE BORROWER AT THE ADDRESS AND IN
THE MANNER SPECIFIED HEREIN SHALL BE EFFECTIVE NOTICE TO SUCH SUBSIDIARY
GUARANTOR.
FURTHER, EACH SUBSIDIARY GUARANTOR DOES HEREBY IRREVOCABLY MAKE,
CONSTITUTE AND APPOINT THE BORROWER AS ITS TRUE AND LAWFUL ATTORNEY-IN-FACT,
WITH FULL AUTHORITY IN ITS PLACE AND STEAD AND IN ITS NAME, THE BORROWER'S NAME
OR OTHERWISE, AND WITH FULL POWER OF SUBSTITUTION IN THE PREMISES, FROM TIME TO
TIME IN THE BORROWER'S DISCRETION TO AGREE ON BEHALF OF, AND SIGN THE NAME OF,
SUCH SUBSIDIARY GUARANTOR TO ANY AMENDMENT, MODIFICATION OR SUPPLEMENT TO,
RESTATEMENT OF, OR WAIVER OR CONSENT IN CONNECTION WITH, THIS GUARANTY, ANY
OTHER LOAN DOCUMENT OR ANY DOCUMENT OR INSTRUMENT PURSUANT HERETO OR THERETO,
AND TO TAKE ANY OTHER ACTION AND DO ALL OTHER THINGS ON BEHALF OF SUCH
SUBSIDIARY GUARANTOR THAT THE BORROWER MAY DEEM NECESSARY OR ADVISABLE TO CARRY
OUT AND ACCOMPLISH THE PURPOSES OF THIS GUARANTY AND THE OTHER LOAN
DOCUMENTS.
THE BORROWER WILL NOT BE LIABLE FOR ANY ACT OR OMISSION NOR FOR ANY
ERROR OF JUDGMENT OR MISTAKE OF FACT UNLESS THE SAME SHALL OCCUR AS A RESULT OF
THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE BORROWER.
THIS POWER, BEING
COUPLED WITH AN INTEREST, IS IRREVOCABLE BY ANY SUBSIDIARY GUARANTOR FOR SO LONG
AS THIS GUARANTY SHALL BE IN EFFECT WITH RESPECT TO SUCH SUBSIDIARY
GUARANTOR.
BY ITS SIGNATURE HERETO, THE BORROWER CONSENTS TO ITS APPOINTMENT AS
PROVIDED FOR HEREIN AND AGREES PROMPTLY TO DISTRIBUTE