The Guarantor irrevocably and unconditionally (a) agrees that any suit, action or other legal proceeding arising out of this Guaranty may be brought in a court of the State of New York situated in New York County or the United States District Court for the Southern District of New York and that such courts shall have sole and exclusive jurisdiction over any suit, action or other legal proceeding arising out of this Guaranty, (b) consents to the jurisdiction of each such court in any such suit, action or proceeding, (c) waives any objection which it may have that venue should not lie in a court described in clause (a) above, except that by consenting to the jurisdiction of a court of the State of New York, the Guarantor shall not be deemed to have waived any right to remove any such suit, action or proceeding to the United States District Court for the Southern District of New York and (d) appoints LVMH MOET HENNESSY LOUIS VUITTON INC. to act as agent for service of process in any action or proceeding under this Guaranty provided that nothing contained in this Section 3.2 shall affect the right of Landlord to serve legal process in any other manner permitted by law; provided , however, that if on the date Guarantor delivers this Guaranty to Landlord, LVMH MOET HENNESSY LOUIS VUITTON INC. does not maintain an office open for the conduct of business in the State of New York, then in addition to the foregoing, Guarantor shall appoint a nationally recognized corporate service firm to act as Guarantor’s agent for service of process for the balance of the term of the Lease (including any extension and renewal periods set forth therein), and such firm shall execute and deliver to Guarantor its agreement to so act as agent simultaneously with Guarantor’s delivery to Landlord of this Guaranty. To the extent permitted by applicable law, Guarantor agrees that a final judgment obtained in any court described above in any 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.