AND TO GUARANTOR IN THE MANNER SET FORTH IN THE
CREDIT AGREEMENT TO ITS ADDRESS SET FORTH ON THE FIRST PAGE HEREOF WITH COPIES
TO:
Cypress Equities I, LP
15601 Dallas Parkway, Suite 400
Addison, Texas 75001
Attention:
Rick Bower, Senior Vice President of Finance
Telephone No.:
(972) 361-5124
Telecopier No.:
(972) 361-5928
16.
THIS GUARANTY SHALL BE BINDING UPON GUARANTOR AND ITS SUCCESSORS
AND SHALL INURE TO THE BENEFIT OF BEHRINGER AND ITS SUCCESSORS AND ASSIGNS.
17.
THE FAILURE OF BEHRINGER TO ENFORCE ANY RIGHT OR REMEDY HEREUNDER,
OR PROMPTLY TO ENFORCE ANY SUCH RIGHT OR REMEDY, SHALL NOT CONSTITUTE A WAIVER
THEREOF, NOR GIVE RISE TO ANY ESTOPPEL AGAINST BEHRINGER, NOR EXCUSE GUARANTOR
FROM ITS OBLIGATIONS HEREUNDER.
ANY WAIVER OF ANY SUCH RIGHT OR REMEDY TO BE
ENFORCEABLE AGAINST BEHRINGER MUST BE EXPRESSLY SET FORTH IN WRITING SIGNED BY
BEHRINGER.
18.
(A)
ANY SUIT INITIATED BY BEHRINGER AGAINST GUARANTOR OR IN CONNECTION
WITH OR ARISING, DIRECTLY OR INDIRECTLY, OUT OF OR RELATING TO, THIS GUARANTY
(AN "ACTION") MAY, AT BEHRINGER'S OPTION, BE BROUGHT IN ANY STATE OR FEDERAL
COURT IN THE STATE OF NEW YORK HAVING JURISDICTION OVER THE SUBJECT MATTER
HEREOF.
GUARANTOR HEREBY SUBMITS ITSELF TO THE EXCLUSIVE JURISDICTION OF ANY
SUCH COURT AND AGREES THAT SERVICE OF PROCESS AGAINST GUARANTOR IN ANY SUCH
ACTION MAY BE EFFECTED BY ANY MEANS PERMISSIBLE UNDER FEDERAL LAW OR UNDER THE
LAWS OF THE STATE IN WHICH SUCH ACTION IS BROUGHT.
GUARANTOR HEREBY AGREES THAT
INSOFAR AS IS PERMITTED UNDER APPLICABLE LAW, THIS CONSENT TO PERSONAL
JURISDICTION SHALL BE SELF-OPERATIVE AND NO FURTHER INSTRUMENT OR ACTION, OTHER
THAN SERVICE
7
OF PROCESS IN ONE OF THE MANNERS SPECIFIED IN THIS GUARANTY, OR AS OTHERWISE
PERMITTED BY LAW, SHALL BE NECESSARY IN ORDER TO CONFER JURISDICTION UPON
GUARANTOR.
(B)
GUARANTOR AGREES THAT, PROVIDED THAT SERVICE OF PROCESS IS
EFFECTED UPON GUARANTOR IN ONE OF THE MANNERS HEREINAFTER SPECIFIED OR AS
OTHERWISE PERMITTED BY LAW, GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR
OTHERWISE, (I) ANY OBJECTION THAT GUARANTOR MAY HAVE OR MAY HEREAFTER HAVE TO
THE LAYING OF THE VENUE OF ANY ACTION BROUGHT IN ANY COURT AS PROVIDED FOR BY
THIS GUARANTY, (II) ANY CLAIM THAT ANY ACTION BROUGHT IN ANY SUCH COURT HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM, OR (III) ANY CLAIM THAT GUARANTOR IS NOT
PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURT.
GUARANTOR AGREES THAT,
PROVIDED THAT SERVICE OF PROCESS IS EFFECTED UPON GUARANTOR IN ONE OF THE
MANNERS SPECIFIED IN THIS GUARANTY OR AS OTHERWISE PERMITTED BY LAW, A FINAL
JUDGMENT FROM WHICH GUARANTOR HAS NOT APPEALED OR MAY NOT APPEAL IN ANY ACTION
BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON GUARANTOR AND
MAY, SO FAR AS PERMITTED UNDER APPLICABLE LAW, BE ENFORCED IN THE COURTS OF ANY
STATE OR ANY FEDERAL COURT OR IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH
IT IS