from any Guarantor under or with
respect to this Guaranty is or must be rescinded or returned by such Credit
Party for any reason whatsoever (including, without limitation, the insolvency,
bankruptcy or reorganization of the Borrower or any such Guarantor), then each
Guarantor's obligations hereunder shall, to the extent of the payment rescinded
or returned, be deemed to have continued in existence notwithstanding such
previous receipt by such Credit Party, and each Guarantor's obligations
hereunder shall continue to be effective or reinstated, as the case may be, as
to such payment, as though such previous payment to the Credit Party had never
been made. In addition, if any court of competent jurisdiction determines that
the incurrence by any Guarantor of its obligations under this Guaranty or the
payment by a Guarantor of its obligations hereunder is or would be voidable as a
fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code, any
analogous state law, or any other law relating to debtor protection or
creditors' rights, including the Mexican Ley de Concurso Mercantile, the
obligation of that Guarantor hereunder shall automatically be reduced to the
maximum amount (if any) of the obligation that the Guarantor could incur or pay
without such incurrence or payment being subject to avoidance as a fraudulent
transfer or conveyance. Each Guarantor's obligations hereunder shall not exceed
its tangible net worth.
7
20. (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE PARTIES HERETO,
IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF
NEW YORK OR ANY FEDERAL COURT SITTING THEREIN, AND HEREBY IRREVOCABLY AND
EXPRESSLY WAIVE ANY OTHER JURISDICTION TO WHICH THEY MAY BE ENTITLED TO BY
VIRTUE OF THEIR PRESENT OR FUTURE DOMICILE OR OTHERWISE. IN ADDITION, EACH
MEXICAN GUARANTOR HEREBY APPOINTS CORPORATION SERVICE COMPANY, WITH A DOMICILE
AS OF THE DATE HEREOF AT 80 STATE STREET, ALBANY, NEW YORK, 12207-2543, USA, AS
ITS AGENT FOR THE SERVICE OF ANY AND ALL NOTICES, SUBPOENAS OR CLAIMS REQUIRED
TO BE MADE TO IT IN RELATION TO THIS AGREEMENT. EACH MEXICAN GUARANTOR AGREES TO
DELIVER TO THE ADMINISTRATIVE AGENT, NO LATER THAN ON THE DATE HEREOF (I) A
SPECIAL IRREVOCABLE POWER OF ATTORNEY GRANTED BEFORE A MEXICAN NOTARY PUBLIC
EVIDENCING SUCH APPOINTMENT, AND (II) A LETTER FROM CORPORATION SERVICE COMPANY
ACCEPTING ITS APPOINTMENT AS PROCESS AGENT ON BEHALF OF EACH MEXICAN
GUARANTOR. THE MEXICAN GUARANTORS CONSENT TO THE SERVICE OF PROCESS OF ANY SUIT
OR OTHER PROCEEDING ARISING HEREUNDER AT THE DOMICILE OF CORPORATION SERVICE
COMPANY SET FORTH ABOVE, OR TO ANY OTHER FUTURE DOMICILE OF CORPORATION SERVICE
COMPANY FROM TIME TO TIME.
(b) JURY TRIAL WAIVER. EACH GUARANTOR AND ALL PERSONS CLAIMING BY, THROUGH OR
UNDER IT, HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO THE FULLEST
EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN