HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND
EXECUTION AND DELIVERY HEREOF BY EACH GUARANTOR, AND (II) ACKNOWLEDGES THAT THE
ENTERING INTO OF THE CREDIT AGREEMENT BY THE LENDERS HAS BEEN INDUCED BY, AMONG
OTHER THINGS, THE WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION.
23.
EACH GUARANTOR (I) HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE
JURISDICTION OF THE SUPERIOR COURT OF NEW JERSEY, LAW DIVISION, MIDDLESEX
COUNTY, OR ANY SUCCESSOR TO SAID COURT, AND TO THE NONEXCLUSIVE JURISDICTION OF
THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY, OR ANY
SUCCESSOR TO SAID COURT (HEREINAFTER REFERRED TO AS THE "NEW JERSEY COURTS") FOR
PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING WHICH RELATES TO THIS GUARANTEE
OR ANY OTHER LOAN DOCUMENT, (II) TO THE EXTENT PERMITTED BY APPLICABLE LAW,
HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, AS A DEFENSE OR
OTHERWISE IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT
PERSONALLY SUBJECT TO THE JURISDICTION OF THE NEW JERSEY COURTS; THAT SUCH SUIT,
ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM; THAT THE VENUE OF SUCH
SUIT, ACTION OR PROCEEDING IS IMPROPER; OR THAT THIS GUARANTEE OR ANY LOAN
DOCUMENT MAY NOT BE ENFORCED IN OR BY THE NEW JERSEY COURTS, (III) HEREBY AGREES
NOT TO SEEK, AND HEREBY WAIVES, ANY COLLATERAL REVIEW BY ANY OTHER COURT, WHICH
MAY BE CALLED UPON TO ENFORCE THE JUDGMENT OF ANY OF THE NEW
6
JERSEY COURTS, OF THE MERITS OF ANY SUCH SUIT, ACTION OR PROCEEDING OR THE
JURISDICTION OF THE NEW JERSEY COURTS, AND (IV) WAIVES PERSONAL SERVICE OF ANY
AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY
CERTIFIED OR REGISTERED MAIL ADDRESSED AS PROVIDED IN SECTION 20 HEREOF AND
SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF.
NOTHING HEREIN SHALL LIMIT ANY LENDERS RIGHT TO BRING ANY SUIT, ACTION OR OTHER
PROCEEDING AGAINST ANY GUARANTOR OR ANY OF ANY GUARANTOR'S ASSETS OR TO SERVE
PROCESS ON ANY GUARANTOR BY ANY MEANS AUTHORIZED BY LAW.
24.
EACH GUARANTOR WAIVES ALL DEFENSES BASED ON SURETYSHIP NOT
SPECIFICALLY WAIVED.
25.
At any time when the Borrower wishes to cause the Lenders to
release a Guarantor from its obligations under this Guarantee (whether directly
or in connection with the designation of a Restricted Subsidiary as a
Non-Restricted Person), the consent of the Lenders shall be required as
described below and shall be subject to the other provisions of this Section 25.
(a)
For the release of (i) any Guarantor whose assets are principally
comprised of residential or commercial property which is leased or held for the
purposes of leasing to unaffiliated third parties or (ii) any Guarantor in which
any Loan Party (or Loan Parties in the aggregate) has, at the time of such
release, a Subsidiary Investment less than $1,000,000 or (iii) Corporate Office