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 under
this Guaranty shall be binding upon Guarantor and its respective successors and
assigns and