and performance of this Guaranty Agreement will
not result in the creation or imposition of any lien, charge or encumbrance of
any nature whatsoever upon any properties or assets of Guarantor other than
pursuant to this Guaranty Agreement or the other Loan Documents to which it is a
party; and
(iv)
Guarantor (a) has received, or will receive, direct and/or indirect
benefit from the making of the Loans to Borrowers; and (b) has received, or will
receive, direct and/or indirect benefit from the making of this Guaranty
Agreement with respect to the Guaranteed Obligations.
3
4.
MISCELLANEOUS
4.1
Notices. All communications and notices hereunder shall be in writing and
given as provided in Section 12.3 of the Loan Agreement, provided that all
communications and notices hereunder to Guarantor shall be given to Guarantor at
the address set forth on the signature page hereof.
4.2
Binding Effect; Several Agreement; Assignments. Whenever in this Guaranty
Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the executors, administrators, successors and assigns of such
party; and all covenants, promises and agreements by or on behalf of Guarantor
that are contained in this Guaranty Agreement shall bind and inure to the
benefit of each party hereto and their respective executors, administrators,
successors and assigns.
This Guaranty Agreement shall become effective as to
Guarantor when a counterpart hereof executed on behalf of Guarantor shall have
been delivered to Lender, and a counterpart shall have been executed on behalf
of Lender, and thereafter shall be binding upon Guarantor and Lender and their
respective executors, administrators, successors and assigns, and shall inure to
the benefit of Guarantor, Lender, and their respective executors,
administrators, successors and assigns, except that Guarantor shall not have the
right to assign its rights or obligations hereunder or an interest herein (and
any such attempted assignment shall be void).
4.3
SERVICE OF PROCESS. GUARANTOR (I) HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF THE STATE COURTS OF THE STATE OF NEW YORK AND TO THE
JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF
OR BASED UPON THIS GUARANTY AGREEMENT, OR THE SUBJECT MATTER HEREOF BROUGHT BY
LENDER OR ITS SUCCESSORS AND ASSIGNS, (II) HEREBY WAIVES, AND AGREES NOT TO
ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION
OR PROCEEDING, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION
OF THE ABOVE‐NAMED COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT
OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT
FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT
THIS GUARANTY AGREEMENT OR THE SUBJECT MATTER HEREOF OR THEREOF MAY NOT BE
ENFORCED IN OR BY SUCH COURT, AND (III) HEREBY AGREES NOT TO ASSERT ANY OFFSETS
OR COUNTERCLAIMS (OTHER THAN COMPULSORY COUNTERCLAIMS) IN ANY SUCH ACTION, SUIT
OR PROCEEDING.