the parties hereto hereby irrevocably and unconditionally agrees that all claims
in respect of any such action or proceeding may be heard and determined in such
State or, to the extent permitted by law, in such Federal court.
Each of the
parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.
Nothing in this Guaranty shall
affect any right that the Agent or any Lender may otherwise have to bring any
action or proceeding relating to this Guaranty or any other Loan Document
against the Guarantor or its properties in the courts of any jurisdiction.
(b) Each party hereto hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Guaranty or any other Loan Document in any
court referred to in paragraph (a) of this Section.
Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.
(b)
(c) WAIVER OF JURY TRIAL.
EACH PARTY HERETOOF THE GUARANTORS AND
THE AGENT HEREBY WAIVES, ITS RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW,A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE
IN CONNECTION WITH THIS GUARANTY, THE LOAN AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE
OF SUCH RIGHTS AND OBLIGATIONS.
EACH GUARANTOR HEREBY WAIVES ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS GUARANTY, ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT,
TORTCLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, PUNITIVE OR
ANY DAMAGES OTHER THEORY)THAN, OR IN ADDITION TO, ACTUAL DAMAGES.
EACH PARTY
HERETOGUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTYTHE AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
PARTYTHE AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVERWAIVERS AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVEAGENT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENTGUARANTY AND THE
OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION. 17.
EACH GUARANTOR
ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY TO REVIEW THIS SECTION 17 WITH LEGAL
COUNSEL AND THAT EACH GUARANTOR AGREES TO THE FOREGOING AS ITS FREE, KNOWING AND
VOLUNTARY ACT.
Section 18.
Loan Accounts.
The Agent may maintain books and accounts setting
forth the amounts of principal, interest and