AGREEMENT SHALL BE BINDING UPON GUARANTOR AND ITS SUCCESSORS
AND SHALL INURE TO THE BENEFIT OF LENDER AND ITS SUCCESSORS AND ASSIGNS.
19.
THE FAILURE OF LENDER TO ENFORCE ANY RIGHT OR REMEDY HEREUNDER, OR
PROMPTLY TO ENFORCE ANY SUCH RIGHT OR REMEDY, SHALL NOT CONSTITUTE A WAIVER
THEREOF, NOR GIVE RISE TO ANY ESTOPPEL AGAINST LENDER, NOR EXCUSE GUARANTOR FROM
ITS OBLIGATIONS HEREUNDER. ANY WAIVER OF ANY SUCH RIGHT OR REMEDY TO BE
ENFORCEABLE AGAINST LENDER MUST BE EXPRESSLY SET FORTH IN WRITING SIGNED BY
LENDER.
20.
(A)
ANY SUIT INITIATED BY LENDER AGAINST GUARANTOR OR IN
CONNECTION WITH OR ARISING, DIRECTLY OR INDIRECTLY, OUT OF OR RELATING TO, THIS
AGREEMENT (AN "ACTION") MAY, AT LENDER'S OPTION, BE BROUGHT IN ANY STATE OR
FEDERAL COURT IN THE STATE OF NEW YORK HAVING JURISDICTION OVER THE SUBJECT
MATTER HEREOF. GUARANTOR HEREBY SUBMITS HIMSELF TO THE JURISDICTION OF ANY SUCH
COURT AND AGREES THAT SERVICE OF PROCESS AGAINST GUARANTOR IN ANY SUCH ACTION
MAY BE EFFECTED BY ANY MEANS PERMISSIBLE UNDER FEDERAL LAW OR UNDER THE LAWS OF
THE STATE IN WHICH SUCH ACTION IS BROUGHT. GUARANTOR HEREBY AGREES THAT INSOFAR
AS IS PERMITTED UNDER APPLICABLE LAW, THIS CONSENT TO PERSONAL JURISDICTION
SHALL BE SELF-OPERATIVE AND NO FURTHER INSTRUMENT OR ACTION, OTHER THAN SERVICE
OF PROCESS IN ONE OF THE MANNERS SPECIFIED IN THIS GUARANTY, OR AS OTHERWISE
PERMITTED BY LAW, SHALL BE NECESSARY IN ORDER TO CONFER JURISDICTION UPON
GUARANTOR.
(B)
GUARANTOR AGREES THAT, PROVIDED THAT SERVICE OF PROCESS IS
EFFECTED UPON GUARANTOR IN ONE OF THE MANNERS HEREINAFTER SPECIFIED OR AS
OTHERWISE PERMITTED BY LAW, GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR
OTHERWISE, (I) ANY OBJECTION THAT GUARANTOR MAY HAVE OR MAY HEREAFTER HAVE TO
THE LAYING OF THE VENUE OF ANY ACTION BROUGHT IN ANY COURT AS PROVIDED FOR BY
THIS AGREEMENT, (II) ANY CLAIM THAT ANY ACTION BROUGHT IN ANY SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM, OR (III) ANY CLAIM THAT GUARANTOR IS NOT
PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURT. GUARANTOR AGREES THAT,
PROVIDED THAT SERVICE OF PROCESS IS EFFECTED UPON GUARANTOR IN ONE OF THE
MANNERS SPECIFIED IN THIS GUARANTY OR AS OTHERWISE PERMITTED BY LAW, A FINAL
JUDGMENT FROM WHICH GUARANTOR HAS NOT APPEALED OR MAY NOT APPEAL IN ANY ACTION
BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON GUARANTOR AND
MAY, SO FAR AS PERMITTED UNDER APPLICABLE LAW, BE ENFORCED IN THE COURTS OF ANY
STATE OR ANY FEDERAL COURT OR IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH
IT IS SUBJECT, BY A SUIT UPON SUCH JUDGMENT AND THAT GUARANTOR SHALL NOT ASSERT
ANY DEFENSE, COUNTERCLAIM OR SET-OFF IN ANY SUCH SUIT UPON SUCH JUDGMENT.
(C)
GUARANTOR HEREBY IRREVOCABLY DESIGNATES AND APPOINTS CORPORATION
TRUST COMPANY (THE "SERVICE AGENT") AS GUARANTOR'S AUTHORIZED AGENT TO ACCEPT
AND
ACKNOWLEDGE ON GUARANTOR'S BEHALF SERVICE OF ANY AND ALL PROCESS THAT MAY