performance among the parties hereto.
The rights
and remedies herein provided are cumulative and not exclusive of any rights or
remedies provided by law.
No notice to or demand on any Guarantor in any case
shall entitle such Guarantor to any other or further notice or demand in the
same, similar or any other circumstance.
12.
Modification.
The terms of this Guaranty may be waived,
discharged or terminated only by an instrument in writing signed by the party
against whom enforcement of the change, waiver, discharge or termination is
sought.
No amendment, modification, waiver or other change of any of the terms
of this Guaranty shall be effective without the prior written consent of the
Administrative Agent.
13.
Costs and Expenses.
Each Guarantor agrees to pay on demand all
documented costs and expenses incurred by or on behalf of the Administrative
Agent (including, without limitation, reasonable attorneys' fees and expenses)
in enforcing such Guarantor's Obligations.
14.
Governing Law.
This Guaranty shall be a contract made under and
governed by the internal laws of the State of Illinois applicable to contracts
made and to be performed entirely within such State.
15.
Forum Selection and Consent to Jurisdiction.
ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS GUARANTY, THE
AMENDED AND RESTATED CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE
BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS OR IN
THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS; PROVIDED
THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY PROPERTY MAY BE BROUGHT, AT THE
ADMINISTRATIVE AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH
PROPERTY MAY BE FOUND.
EACH GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS
TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS AND OF THE UNITED
STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE PURPOSE OF
ANY SUCH LITIGATION AS SET FORTH ABOVE.
EACH GUARANTOR FURTHER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY
PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS.
EACH GUARANTOR HEREBY
EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH
LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY
SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
31
16.
Waiver of Jury Trial.
EACH GUARANTOR AND ADMINISTRATIVE AGENT,
FOR ITSELF AND ON BEHALF OF EACH BANK, HEREBY WAIVES ANY RIGHT TO A TRIAL BY
JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS
GUARANTY, THE AMENDED AND RESTATED CREDIT AGREEMENT, ANY NOTE, ANY OTHER LOAN
DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH
MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING
FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING,
AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE