OUT OF OR IN CONNECTION WITH THIS GUARANTY
AGREEMENT SHALL BE COMMENCED IN THE COURT OF COMMON PLEAS OF ALLEGHENY COUNTY,
PENNSYLVANIA SITTING IN PITTSBURGH, PENNSYLVANIA OR IN THE DISTRICT COURT OF THE
UNITED STATES FOR THE WESTERN DISTRICT OF PENNSYLVANIA AND FURTHER AGREES THAT A
SUMMONS AND COMPLAINT COMMENCING AN ACTION OR PROCEEDING IN EITHER OF SUCH
COURTS SHALL BE PROPERLY SERVED AND SHALL CONFER PERSONAL JURISDICTION IF SERVED
PERSONALLY OR BY CERTIFIED MAIL TO THE GUARANTOR AT THE GUARANTOR'S ADDRESS
DESIGNATED PURSUANT HERETO, OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE
COMMONWEALTH OF PENNSYLVANIA. FURTHER, THE GUARANTOR HEREBY SPECIFICALLY
CONSENTS TO THE PERSONAL JURISDICTION OF THE COURT OF COMMON PLEAS OF ALLEGHENY
COUNTY, PENNSYLVANIA SITTING IN PITTSBURGH, PENNSYLVANIA AND THE DISTRICT COURT
OF THE UNITED STATES FOR THE WESTERN DISTRICT OF PENNSYLVANIA AND WAIVES AND
HEREBY ACKNOWLEDGES THAT THE GUARANTOR IS ESTOPPED FROM RAISING ANY OBJECTION
BASED ON FORUM NON CONVENIENS, ANY CLAIM THAT EITHER SUCH COURTS LACK PROPER
VENUE OR ANY CLAIM THAT EITHER SUCH COURT LACKS PERSONAL JURISDICTION OVER THE
GUARANTOR SO AS TO PROHIBIT EITHER SUCH COURT FROM ADJUDICATING ANY ISSUES
RAISED IN A COMPLAINT FILED WITH EITHER SUCH COURT AGAINST THE GUARANTOR BY THE
BANK CONCERNING THIS GUARANTY AGREEMENT OR ANY PAYMENT TO THE BANK. THE
GUARANTOR HEREBY ACKNOWLEDGES AND AGREES THAT THE EXCLUSIVE CHOICE OF FORUM
CONTAINED IN THIS SECTION 5.04 SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT
OF ANY JUDGMENT OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION UNDER THE
LOAN DOCUMENTS TO ENFORCE THE SAME IN ANY APPROPRIATE JURISDICTION.
Section 5.05. Severability. Whenever possible each provision of this Guaranty
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law but if any provision of this Guaranty Agreement, or any part of
such provision, shall be prohibited by or invalid under applicable law, such
provision or part thereof shall be ineffective to the extent of such prohibition
or invalidity without invalidating the remainder of such provision or the
remaining provisions of this Guaranty Agreement.
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Section 5.06. Successors and Assigns. All of the provisions of this Guaranty
Agreement shall be binding upon the Guarantor and its successors and assigns,
and shall inure to the benefit of the Bank and their respective successors and
assigns.
Section 5.07. Gender, Number. Whenever required by the context of this Guaranty
Agreement, the singular shall include the plural, and vice versa, and the
masculine and feminine genders shall include the neuter gender and vice versa.
Section 5.08. Headings. The headings of the articles and sections of this
Guaranty Agreement are inserted for convenience only and shall not affect the
construction hereof or be taken into consideration in the interpretation hereof
or be deemed to constitute a part hereof.
Section 5.09. Counterparts. This Guaranty Agreement may be executed in as many
counterparts as shall be convenient, each of which when executed by the
Guarantor shall be regarded as an original. All such counterparts shall
constitute