liable for any
indebtedness owing by the Borrower to the Term B-4 Lenders, by endorsement or
otherwise, other than under this Guarantee, such liability shall not be in any
manner impaired or affected hereby and the rights of the Term B-4 Lenders
hereunder shall be cumulative of any and all other rights such Term B-4 Lenders
may ever have against the Guarantor. The exercise by the Term B-4 Lenders of any
right or remedy hereunder or under any other instrument, or at law or in equity,
shall not preclude the concurrent or subsequent exercise of any other right or
remedy.
7.11
Entirety. THIS GUARANTY EMBODIES THE FINAL, ENTIRE AGREEMENT OF THE
GUARANTOR AND THE ADMINISTRATIVE AGENT WITH RESPECT TO THE GUARANTOR'S GUARANTY
OF THE GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS,
AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL,
RELATING TO THE SUBJECT MATTER HEREOF. THIS GUARANTY IS INTENDED BY THE
GUARANTOR AND THE ADMINISTRATIVE AGENT AS A FINAL AND COMPLETE EXPRESSION OF THE
TERMS OF THE GUARANTY, AND NO COURSE OF DEALING BETWEEN THE GUARANTOR AND THE
ADMINISTRATIVE AGENT, NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS
OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY,
SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY AGREEMENT. THERE ARE NO ORAL
AGREEMENTS BETWEEN THE GUARANTOR AND THE ADMINISTRATIVE AGENT.
7.12
Waiver of Right To Trial By Jury. THE GUARANTOR HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY) AND EXCEPT AS OTHERWISE PROVIDED HEREIN AND AS REQUIRED BY LAW
21
WAIVES DUE DILIGENCE, DEMAND, PRESENTMENT AND PROTEST AND ANY NOTICES THEREOF AS
WELL AS NOTICE OF NONPAYMENT. THE GUARANTOR (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER
CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION.
[NO FURTHER TEXT ON THIS PAGE]
22
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
duly executed and delivered as of the day and year first above written.
Guarantor:
GUARANTOR:
WAYNE REAL ESTATE PARENT COMPANY, LLC
By:
TOYS "R" US, INC., its sole member
By:
/s/ Chetan Bhandari
Name:
Chetan Bhandari
Title:
Senior Vice President - Corporate Finance and Treasurer
[IntermediateCo Unsecured Guarantee]
Administrative Agent:
BANK OF AMERICA, N. A.
By:
/s/ Kelly Weaver
Name:
Kelly Weaver
Title:
Assistant Vice President
[IntermediateCo Unsecured Guarantee]