AND ENFORCED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN
SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
GUARANTOR HEREBY
CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF
NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND
DETERMINE ANY CLAIMS OR DISPUTES BETWEEN ANY GUARANTOR, ON THE ONE HAND, AND
LENDER, ON THE OTHER HAND, PERTAINING TO THIS GUARANTY OR ANY OF THE LOAN
DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS GUARANTY OR ANY OF
THE LOAN DOCUMENTS; PROVIDED, THAT GUARANTOR ACKNOWLEDGES THAT ANY APPEALS FROM
THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF
NEW YORK, STATE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS GUARANTY
SHALL BE DEEMED OR OPERATE TO PRECLUDE LENDER FROM BRINGING SUIT OR TAKING OTHER
LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON
THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A
JUDGMENT OR OTHER COURT ORDER IN FAVOR OF LENDER.
GUARANTOR EXPRESSLY SUBMITS
AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN
ANY SUCH COURT, AND GUARANTOR HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE
BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON
CONVENIENS.
GUARANTOR HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT
AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF
SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED
MAIL ADDRESSED TO GUARANTOR IN ACCORDANCE WITH SECTION 19 AND
7
THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF GUARANTOR'S
ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER
POSTAGE PREPAID.
22.
TERMINATION.
THIS GUARANTY SHALL REMAIN IN
FULL FORCE AND EFFECT, WITHOUT ABATEMENT, UNTIL THE OBLIGATIONS HAVE BEEN PAID
OR PERFORMED IN FULL AND ALL OTHER OBLIGATIONS GUARANTEED HEREUNDER HAVE BEEN
PERFORMED TO THE SATISFACTION OF LENDER.
23.
AMENDMENTS AND MODIFICATIONS.
THE
PROVISIONS OF THIS GUARANTY SHALL EXTEND AND BE APPLICABLE TO ALL RENEWALS,
AMENDMENTS, EXTENSIONS AND MODIFICATIONS OF THE OBLIGATIONS AND THE DOCUMENTS,
AGREEMENTS AND OTHER INSTRUMENTS EVIDENCING, SECURING OR OTHERWISE EXECUTED IN
CONNECTION WITH THE OBLIGATIONS, AND ALL REFERENCES TO THE OBLIGATIONS AND SUCH
DOCUMENTS, AGREEMENTS OR INSTRUMENTS SHALL BE DEEMED TO INCLUDE ANY RENEWAL,
EXTENSION, AMENDMENT OR MODIFICATION THEREOF.
24.
WAIVER OF JURY TRIAL.
GUARANTOR HEREBY
WAIVES TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION OR PROCEEDING OR ANY
MATTER ARISING IN CONNECTION WITH OR IN ANY WAY RELATED TO THE TRANSACTION OF
WHICH THIS GUARANTY IS A PART AND/OR THE ENFORCEMENT OF ANY OF ITS RIGHTS AND
REMEDIES.
GUARANTOR ACKNOWLEDGES THAT IT MAKES THIS WAIVER KNOWINGLY,
VOLUNTARILY AND ONLY AFTER CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER
WITH ITS ATTORNEY.
25.
MISCELLANEOUS.
THIS GUARANTY CONSTITUTES
THE ENTIRE AGREEMENT OF GUARANTOR WITH RESPECT