STATES OF AMERICA, AND, BY EXECUTION AND
DELIVERY OF THIS GUARANTY, GUARANTOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH
ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF
THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT
RENDERED THEREBY IN CONNECTION WITH THIS GUARANTY.
NOTHING HEREIN SHALL AFFECT
THE RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW OR SHALL LIMIT THE
RIGHT OF AGENT TO BRING PROCEEDINGS AGAINST GUARANTOR IN THE COURTS OF ANY OTHER
JURISDICTION.
GUARANTOR WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY
ACTION INSTITUTED HEREUNDER AND SHALL NOT ASSERT ANY DEFENSE BASED ON LACK OF
JURISDICTION OR VENUE OR BASED UPON FORUM NON CONVENIENS.
GUARANTOR WAIVES THE
RIGHT TO REMOVE ANY JUDICIAL PROCEEDING BROUGHT AGAINST GUARANTOR IN ANY STATE
COURT TO ANY
10
FEDERAL COURT.
ANY JUDICIAL PROCEEDING BY GUARANTOR AGAINST AGENT INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED
TO, OR CONNECTED WITH THIS GUARANTY OR ANY RELATED AGREEMENT, SHALL BE BROUGHT
ONLY IN A FEDERAL OR STATE COURT LOCATED IN THE COUNTY OF DALLAS, STATE OF
TEXAS.
Nothing herein shall affect or impair Agent's right to serve legal process in
any manner permitted by law or Agent's right to bring any action or proceeding
against Guarantor or its property in the courts of any other
jurisdiction.
Wherever possible each provision of this Guaranty shall be
interpreted as to be effective and valid under applicable law, but if any
provision of this Guaranty shall be prohibited by or invalid under such law,
such provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Guaranty.
GUARANTOR ACKNOWLEDGES THAT IT HAS EITHER OBTAINED THE ADVICE OF COUNSEL OR HAS
HAD THE OPPORTUNITY TO OBTAIN SUCH ADVICE IN CONNECTION WITH THE TERMS AND
PROVISIONS OF THIS GUARANTY AND THE LOAN DOCUMENTS.
GUARANTOR FURTHER
ACKNOWLEDGES THAT BY EXECUTING THIS GUARANTY, IT IS WAIVING CERTAIN RIGHTS AS
OTHERWISE SET FORTH HEREIN TO WHICH GUARANTOR MAY OTHERWISE BE ENTITLED BY LAW.
19.
ENTIRE UNDERSTANDING.
THIS GUARANTY CONTAINS THE ENTIRE
UNDERSTANDING BETWEEN GUARANTOR AND AGENT AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES
AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, IF ANY, RELATING TO THE
SUBJECT MATTER HEREOF.
THERE ARE NO UNWRITTEN AGREEMENTS AMONG THE PARTIES
HERETO.
ANY PROMISES, REPRESENTATIONS, WARRANTIES, OR GUARANTEES NOT HEREIN
CONTAINED AND HEREINAFTER MADE SHALL HAVE NO FORCE AND EFFECT UNLESS IN WRITING,
SIGNED BY GUARANTOR AND AGENT'S RESPECTIVE OFFICERS.
NEITHER THIS GUARANTY NOR
ANY PORTION OR PROVISIONS HEREOF MAY BE CHANGED, MODIFIED, AMENDED, WAIVED,
SUPPLEMENTED, DISCHARGED, CANCELLED, OR TERMINATED ORALLY OR BY ANY COURSE OF
DEALING, OR IN ANY MANNER OTHER THAN BY AN AGREEMENT IN WRITING, SIGNED BY THE
PARTY TO BE CHARGED.
GUARANTOR ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY COUNSEL
IN CONNECTION WITH THE EXECUTION OF THIS GUARANTY AND THE LOAN DOCUMENTS AND IS
NOT