YORK.
SECTION 18.
SUBMISSION TO JURISDICTION; WAIVERS. THE GUARANTOR
HEREBY IRREVOCABLY AND UNCONDITIONALLY:
(I)
SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS GUARANTY, THE NOTE AND THE OTHER LOAN DOCUMENTS, OR
FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE
EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE
FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW
YORK, AND APPELLATE COURTS FROM ANY THEREOF;
(II)
CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN
SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION THAT IT
MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY
SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT
COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;
(III)
AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING
MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR
ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET
FORTH IN SECTION 14 HEREOF OR AT SUCH OTHER ADDRESS OF WHICH THE BENEFICIARY
SHALL HAVE BEEN NOTIFIED; AND
(IV)
AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT
SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT
TO SUE IN ANY OTHER JURISDICTION.
SECTION 19.
WAIVER OF JURY TRIAL. THE GUARANTOR AND THE BENEFICIARY
EACH HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
SECTION 20.
NON-RECOURSE. NOTWITHSTANDING ANY OTHER PROVISION OF
THIS GUARANTY, NO PERSON OTHER THAN GUARANTOR (OR FMOC) SHALL BE PERSONALLY
LIABLE (WHETHER BY OPERATION OF LAW OR OTHERWISE) FOR PAYMENTS DUE HEREUNDER OR
FOR THE PERFORMANCE OF ANY GUARANTEED OBLIGATIONS EXCEPT AS EXPRESSLY PROVIDED
HEREIN. BENEFICIARY AGREES THAT THE PAYMENT AND PERFORMANCE OF THE GUARANTEED
OBLIGATIONS SHALL BE OBLIGATIONS OF THE GUARANTOR ONLY (EXCEPT FOR FMOC) AND
BENEFICIARY SHALL HAVE NO CLAIM AGAINST OR RECOURSE TO (WHETHER BY OPERATION OF
LAW OR OTHERWISE) ANY SHAREHOLDER OR MEMBER, AS APPLICABLE, OF THE GUARANTOR OR
AGAINST ANY OF ITS MANAGERS, DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES IN RESPECT
OF SUCH GUARANTEED OBLIGATIONS. THE SOLE RECOURSE OF BENEFICIARY FOR
SATISFACTION OF THE GUARANTOR'S OBLIGATIONS HEREUNDER SHALL BE AGAINST THE
GUARANTOR AND ITS ASSETS AND NOT AGAINST ANY OTHER PERSON; PROVIDED, HOWEVER,
THAT (I) NOTHING IN THIS SECTION 20 SHALL LIMIT OR OTHERWISE PREJUDICE IN ANY
WAY THE RIGHT OF BENEFICIARY TO PROCEED AGAINST ANY PERSON WITH RESPECT TO THE
ENFORCEMENT OF SUCH PERSON'S OBLIGATIONS (OR THE ENFORCEMENT OF BENEFICIARY 'S
RIGHTS) UNDER ANY AGREEMENT TO WHICH IT IS A PARTY, (II) RECOURSE AGAINST ANY
PERSON FOR SUCH PERSON'S FRAUD OR INTENTIONAL MISREPRESENTATION SHALL NOT BE
LIMITED BY THIS SECTION 20, AND (III)