ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND, EXCEPT THAT THE
LAWS OF THE STATE IN WHICH A FACILITY IS LOCATED SHALL GOVERN THIS AGREEMENT TO
THE EXTENT NECESSARY (i) TO OBTAIN THE BENEFIT OF THE RIGHTS AND REMEDIES SET
FORTH HEREIN WITH RESPECT TO SUCH FACILITY, AND (ii) FOR PROCEDURAL REQUIREMENTS
WHICH MUST BE GOVERNED BY THE LAWS OF THE STATE IN WHICH SUCH FACILITY IS
LOCATED.
GUARANTOR CONSENTS TO IN PERSONAM JURISDICTION BEFORE THE STATE AND
FEDERAL COURTS OF THE STATE OR STATES IN WHICH THE FACILITY OR FACILITIES ARE
LOCATED AND AGREES THAT ALL DISPUTES CONCERNING THIS GUARANTY BE HEARD IN THE
STATE AND FEDERAL COURTS LOCATED IN THE STATE OR STATES IN WHICH THE FACILITY OR
FACILITIES ARE LOCATED.
GUARANTOR AGREES THAT SERVICE OF PROCESS MAY BE
EFFECTED UPON IT UNDER ANY METHOD PERMISSIBLE UNDER THE LAWS OF THE STATE OR
STATES IN WHICH THE FACILITY OR FACILITIES ARE LOCATED AND IRREVOCABLY
7
WAIVES ANY OBJECTION TO VENUE IN THE STATE AND FEDERAL COURTS OF THE STATE OR
STATES IN WHICH THE FACILITY OR FACILITIES ARE LOCATED.
(d)
GUARANTOR AND LESSOR HEREBY WAIVE TRIAL BY
JURY AND THE RIGHT THERETO IN ANY ACTION OR PROCEEDING OF ANY KIND ARISING ON,
UNDER, OUT OF, BY REASON OF OR RELATING IN ANY WAY TO THIS GUARANTY OR THE
INTERPRETATION, BREACH OR ENFORCEMENT THEREOF.
(e)
In the event of any suit, action,
arbitration or other proceeding to interpret this Guaranty, or to determine or
enforce any right or obligation created hereby, the prevailing party in the
action shall recover such party's actual costs and expenses reasonably incurred
in connection therewith, including, but not limited to, attorneys' fees and
costs of appeal, post judgment enforcement proceedings (if any) and bankruptcy
proceedings (if any).
Any court, arbitrator or panel of arbitrators shall, in
entering any judgment or making any award in any such suit, action, arbitration
or other proceeding, in addition to any and all other relief awarded to such
prevailing party, include in such-judgment or award such party's costs and
expenses as provided in this paragraph.
(f)
Guarantor (i) represents that it has been
represented and advised by counsel in connection with the execution of this
Guaranty; (ii) acknowledges receipt of a copy of the Transaction Documents; and
(iii) further represents that Guarantor has been advised by counsel with respect
thereto.
This Guaranty shall be construed and interpreted in accordance with
the plain meaning of its language, and not for or against Guarantor or Lessor,
and as a whole, giving effect to all of the terms, conditions and provisions
hereof.
(g)
Except as provided in any other written
agreement now or at any time hereafter in force between Lessor and Guarantor,
this Guaranty shall constitute the entire agreement of Guarantor with Lessor
with respect to the subject matter hereof, and no representation, understanding,
promise or condition concerning the subject matter hereof will be binding upon
Lessor or Guarantor unless expressed herein.
(h)
All stipulations, obligations, liabilities
and undertakings