AND PERFORMED IN SUCH STATE,
INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW,
BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES, AND ANY APPLICABLE
LAWS OF THE UNITED STATES OF AMERICA.
(B)
GUARANTOR HEREBY CONSENTS AND AGREES, PURSUANT TO SECTION 5-1402
OF THE NEW YORK GENERAL OBLIGATIONS LAW, THAT THE STATE OR FEDERAL COURTS
LOCATED IN THE STATE OF NEW YORK AND SITTING IN THE COUNTY OF NEW YORK OR
SOUTHERN DISTRICT OF NEW YORK,
K-8
RESPECTIVELY, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS
OR DISPUTES BETWEEN GUARANTOR AND SECURITY AGENT PERTAINING TO THIS GUARANTY OR
TO ANY MATTER ARISING OUT OF OR RELATED TO THIS GUARANTY OR ANY OF THE OTHER
LOAN DOCUMENTS; PROVIDED, THAT SECURITY AGENT AND GUARANTOR ACKNOWLEDGE THAT ANY
APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE
COUNTY OF NEW YORK OR SOUTHERN DISTRICT OF NEW YORK; AND FURTHER PROVIDED, THAT
NOTHING IN THIS GUARANTY SHALL BE DEEMED OR OPERATE TO PRECLUDE SECURITY AGENT
FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO
COLLECT THE OBLIGATIONS DUE UNDER THE CREDIT FACILITY, TO REALIZE ON THE
COLLATERAL OR ANY OTHER SECURITY FOR SUCH OBLIGATIONS, OR TO ENFORCE A JUDGMENT
OR OTHER COURT ORDER IN FAVOR OF SECURITY AGENT. GUARANTOR EXPRESSLY SUBMITS AND
CONSENTS TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT,
AND GUARANTOR HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF
PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY
CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
APPROPRIATE BY SUCH COURT.
GUARANTOR HEREBY WAIVES PERSONAL SERVICE OF THE
SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND
AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE TO
GUARANTOR AS SET FORTH IN SECTION 15(D) HEREOF AND THAT SERVICE SO MADE SHALL BE
DEEMED COMPLETED UPON THE GUARANTOR'S ACTUAL RECEIPT THEREOF.
(C)
TO THE EXTENT PERMITTED BY LAW, IN CONNECTION WITH ANY ACTION OR
PROCEEDING, WHETHER BROUGHT IN STATE OR FEDERAL COURT, GUARANTOR AND SECURITY
AGENT EACH HEREBY EXPRESSLY, INTENTIONALLY AND DELIBERATELY WAIVE ANY RIGHT SUCH
PARTY MAY OTHERWISE HAVE TO A TRIAL BY JURY.
(D)
TO THE EXTENT PERMITTED BY LAW, SERVICE OF PROCESS IN ANY ACTION
AGAINST THE GUARANTOR OR THE SECURITY AGENT MAY BE MADE BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ITS ADDRESS INDICATED HEREIN.
(E)
THE GUARANTOR AGREES THAT ANY FINAL JUDGMENT RENDERED AGAINST IT
IN ANY ACTION OR PROCEEDING SHALL BE CONCLUSIVE AS TO THE SUBJECT OF SUCH FINAL
JUDGMENT AND MAY BE ENFORCED IN OTHER JURISDICTIONS IN ANY MANNER PROVIDED BY
LAW.
16.
Assignment by Security Agent. The Security Agent may, with the
consent of Guarantor (which consent shall not be unreasonably withheld) and
subject to the provisions of Section 14 of the Credit Agreement assign or
otherwise transfer any of its rights hereunder