YORK WITHOUT GIVING EFFECT TO ITS PRINCIPLES OF CHOICE OF
LAW OR CONFLICTS OF LAW THAT WOULD DEFER TO THE SUBSTANTIVE LAW OF ANOTHER
JURISDICTION, PROVIDED THAT AT ALL TIMES THE PROVISIONS FOR CREATION, PERFECTION
AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS WITH
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RESPECT TO THE PROPERTY CREATED PURSUANT TO THE SECURITY INSTRUMENT AND THE
OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, IT BEING UNDERSTOOD THAT, TO THE
FULLEST EXTENT PERMITTED BY LAW, GUARANTOR HEREBY UNCONDITIONALLY AND
IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION
OTHER THAN THE STATE OF NEW YORK AND/OR THE COMMONWEALTH OF MASSACHUSETTS, AS
AFORESAID, SHALL GOVERN THIS GUARANTY OR THE OTHER LOAN DOCUMENTS.
(b)
GUARANTOR HEREBY CONSENTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTIES, GENERALLY, UNCONDITIONALLY AND IRREVOCABLY, TO THE NONEXCLUSIVE
JURISDICTION OF THE FEDERAL AND STATE COURTS IN THE COUNTY AND STATE OF NEW YORK
WITH RESPECT TO ANY PROCEEDING RELATING TO ANY MATTER, CLAIM OR DISPUTE ARISING
UNDER THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY.
GUARANTOR FURTHER
CONSENTS, GENERALLY, UNCONDITIONALLY AND IRREVOCABLY, TO THE NONEXCLUSIVE
JURISDICTION OF THE STATE AND FEDERAL COURTS OF THE COUNTY AND STATE IN WHICH
ANY OF THE PROPERTY IS LOCATED IN RESPECT OF ANY PROCEEDING RELATING TO ANY
MATTER, CLAIM OR DISPUTE ARISING WITH RESPECT TO SUCH PROPERTY.
GUARANTOR
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS, GENERALLY,
UNCONDITIONALLY AND IRREVOCABLY, AT THE ADDRESSES SET FORTH ABOVE IN CONNECTION
WITH ANY OF THE AFORESAID PROCEEDINGS IN ACCORDANCE WITH THE RULES APPLICABLE TO
SUCH PROCEEDINGS AND/OR PURSUANT TO THE LAST PARAGRAPH HEREOF.
TO THE EXTENT
PERMITTED BY APPLICABLE LAW, GUARANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION
WHICH IT MAY NOW HAVE OR HAVE IN THE FUTURE TO THE LAYING OF VENUE IN RESPECT OF
ANY OF THE AFORESAID PROCEEDINGS BROUGHT IN THE COURTS REFERRED TO ABOVE AND
AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER TO SERVE PROCESS IN ANY
MANNER PERMITTED BY LAW OR TO COMMENCE PROCEEDINGS OR OTHERWISE PROCEED AGAINST
GUARANTOR IN ANY JURISDICTION.
(c)
PROCESS MAY BE SERVED BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, TO GUARANTOR AT ITS ADDRESS REFERRED TO ABOVE.
(d)
GUARANTOR AND LENDER EACH WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THIS GUARANTY, THE LOAN SECURED
BY THE SECURITY
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INSTRUMENT, OR ANY OF THE LOAN DOCUMENTS.
THIS WAIVER IS KNOWINGLY,
INTENTIONALLY, AND VOLUNTARILY MADE BY GUARANTOR AND LENDER AND GUARANTOR
ACKNOWLEDGES THAT NEITHER LENDER NOR ANY PERSON ACTING ON BEHALF OF LENDER HAS
MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN
ANY WAY TO MODIFY OR NULLIFY ITS EFFECT.
GUARANTOR SHALL NOT SEEK TO
CONSOLIDATE, BY COUNTERCLAIM OR OTHERWISE, ANY SUCH ACTION IN WHICH A JURY