under the Lease to any other person or entity (any such
person or entity, a "Landlord Assign") and such Landlord. Assign shall thereupon
become vested (on a non-exclusive basis, as an additional beneficiary) with all
the benefits in respect thereof granted to the Landlord herein or otherwise.
THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF TEXAS WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
GUARANTOR HEREBY SUBMITS TO PERSONAL JURISDICTION IN SAID STATE AND THE FEDERAL
COURTS OF THE UNITED STATES OF AMERICA LOCATED .IN SAID STATE (AND ANY APPELLATE
COURTS TAKING APPEALS THEREFROM) FOR THE ENFORCEMENT OF GUARANTOR'S OBLIGATIONS
HEREUNDER, AND WAIVES ANY AND ALL PERSONAL RIGHTS UNDER THE LAW OF ANY OTHER
STATE TO OBJECT TO JURISDICTION WITHIN SUCH STATE FOR THE PURPOSES OF SUCH
ACTION, SUIT, PROCEEDING OR LITIGATION TO ENFORCE SUCH OBLIGATIONS. GUARANTOR
HEREBY WAIVES AND AGREES NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY, (A) THAT IT IS NOT
SUBJECT TO SUCH JURISDICTION OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE
BROUGHT OR IS NOT MAINTAINABLE IN THOSE COURTS OR THAT THIS GUARANTY MAY NOT BE
ENFORCED IN OR BY THOSE COURTS OR THAT IT IS EXEMPT OR IMMUNE FROM EXECUTION,
(B) THAT THE ACTION, SUIT OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, OR
(C) THAT THE VENUE OF THE ACTION, SUIT OR PROCEEDING IS IMPROPER (BUT NOTHING
HEREIN SHALL AFFECT THE RIGHT OF LANDLORD OR ANY LANDLORD ASSIGN TO BRING ANY
ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM). IN THE EVENT ANY SUCH ACTION,
SUIT, PROCEEDING OR LITIGATION IS COMMENCED, GUARANTOR AGREES THAT SERVICE OF
PROCESS MAY BE MADE, AND PERSONAL JURISDICTION OVER GUARANTOR OBTAINED, BY
SERVICE OF A COPY OF THE SUMMONS, COMPLAINT AND
Corporate Guaranty - Page 4
OTHER PLEADINGS REQUIRED TO COMMENCE SUCH LITIGATION UPON GUARANTOR AT
GUARANTOR'S ADDRESS SET FORTH HEREIN.
Without the prior written consent thereto by Landlord and the Facility
Mortgagee, Guarantor will not enter into any amendment to this Guaranty and
without such consent no such amendment will be effective in any event. Further,
Guarantor shall not enter into any amendment to this Guaranty, and no such
amendment hereto shall be effective, unless prior to such amendment Landlord and
Facility Mortgagee have received written confirmation from each nationally
recognized statistical rating organization (including, without limitation, S&P
and Moody's (as such terms are defined in the Lease), if applicable) which has
issued a rating of any debt issued by the Facility Mortgagee or the Landlord
which is secured by the Leased Property which are subject to the Lease that such
amendment to this Guaranty will not result in a downgrade, withdrawal or
qualification of the rating then assigned to such debt. No waiver of any
provision of this Guaranty, and no consent to any departure by Guarantor
herefrom, shall be effective without the prior written consent thereto by
Landlord and Facility Mortgagee, and