HERETO,
OR IF TO THE COLLATERAL AGENT, TO IT AT ITS ADDRESS SET FORTH IN THE SECURITIES
PURCHASE AGREEMENT; OR AS TO EITHER SUCH PERSON AT SUCH OTHER ADDRESS AS SHALL
BE DESIGNATED BY SUCH PERSON IN A WRITTEN NOTICE TO SUCH OTHER PERSON COMPLYING
AS TO DELIVERY WITH THE TERMS OF THIS SECTION 8.
ALL SUCH NOTICES AND OTHER
COMMUNICATIONS SHALL BE EFFECTIVE (I) IF MAILED (BY CERTIFIED MAIL, POSTAGE
PREPAID AND RETURN RECEIPT REQUESTED), WHEN RECEIVED OR THREE BUSINESS DAYS
AFTER DEPOSITED IN THE MAILS, WHICHEVER OCCURS FIRST; (II) IF TELECOPIED, WHEN
TRANSMITTED AND CONFIRMATION IS RECEIVED, PROVIDED SAME IS ON A BUSINESS DAY
AND, IF NOT, ON THE NEXT BUSINESS DAY; OR (III) IF DELIVERED, UPON DELIVERY,
PROVIDED SAME IS ON A BUSINESS DAY AND, IF NOT, ON THE NEXT BUSINESS DAY.
SECTION 9.
CONSENT TO JURISDICTION; SERVICE OF PROCESS AND VENUE.
ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY OTHER TRANSACTION
DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE COUNTY OF
NEW YORK OR OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK, AND, BY EXECUTION AND DELIVERY OF THIS GUARANTY, EACH GUARANTOR HEREBY
IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY,
THE JURISDICTION OF THE AFORESAID COURTS.
EACH GUARANTOR HEREBY IRREVOCABLY
APPOINTS THE SECRETARY OF STATE OF THE STATE OF NEW YORK AS ITS AGENT FOR
SERVICE OF PROCESS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING AND FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED
COURTS AND IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, AT ITS ADDRESS FOR NOTICES AS SET
FORTH ON THE SIGNATURE PAGE HERETO AND TO THE SECRETARY OF STATE OF THE STATE OF
NEW YORK, SUCH SERVICE TO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE COLLATERAL AGENT AND THE BUYERS TO
SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY GUARANTOR IN ANY OTHER
JURISDICTION.
EACH GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE JURISDICTION OR LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN
ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.
TO THE EXTENT THAT ANY GUARANTOR HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
PROPERTY, EACH GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF
ITS OBLIGATIONS UNDER THIS GUARANTY AND THE OTHER TRANSACTION DOCUMENTS.
6
SECTION 10.
WAIVER OF JURY TRIAL, ETC.
EACH GUARANTOR HEREBY WAIVES ANY
RIGHT TO A TRIAL