ATTACHED TO
ANOTHER COUNTERPART IDENTICAL THERETO EXCEPT HAVING ATTACHED TO IT ADDITIONAL
SIGNATURE PAGES.
6.11
RIGHTS AND REMEDIES.
IF GUARANTOR BECOMES LIABLE
FOR ANY INDEBTEDNESS OWING BY BORROWER TO LENDERS, BY ENDORSEMENT OR OTHERWISE,
OTHER THAN UNDER THIS GUARANTY, SUCH LIABILITY SHALL NOT BE IN ANY MANNER
IMPAIRED OR AFFECTED HEREBY AND THE RIGHTS OF ADMINISTRATIVE AGENT AND LENDERS
HEREUNDER SHALL BE CUMULATIVE OF ANY AND ALL OTHER RIGHTS THAT ADMINISTRATIVE
AGENT AND LENDERS MAY EVER HAVE AGAINST GUARANTOR.
THE EXERCISE BY
ADMINISTRATIVE AGENT AND 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.
6.12
OTHER DEFINED TERMS.
ANY CAPITALIZED TERM UTILIZED
HEREIN SHALL HAVE THE MEANING AS SPECIFIED IN THE LOAN AGREEMENT, UNLESS SUCH
TERM IS OTHERWISE SPECIFICALLY DEFINED HEREIN.
6.13
ENTIRETY.
THIS GUARANTY EMBODIES THE FINAL AND
ENTIRE AGREEMENT OF GUARANTOR, ADMINISTRATIVE AGENT AND LENDERS WITH RESPECT TO
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 GUARANTOR, ADMINISTRATIVE AGENT AND LENDERS AS A FINAL AND COMPLETE
EXPRESSION OF THE TERMS OF THE GUARANTY, AND NO COURSE OF DEALING BETWEEN
GUARANTOR AND ADMINISTRATIVE AGENT AND/OR LENDERS, 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 GUARANTOR AND ADMINISTRATIVE
AGENT AND/OR LENDERS.
6.14
WAIVER OF RIGHT TO TRIAL BY JURY.
GUARANTOR HEREBY
AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND
WAIVES ANY
RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR
HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE LOAN AGREEMENT, THE
PLEDGE AGREEMENT, OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR
OTHER ACTION ARISING IN CONNECTION THEREWITH.
THIS WAIVER OF RIGHT TO TRIAL BY
JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR, AND IS INTENDED TO
ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A
TRIAL BY JURY WOULD OTHERWISE ACCRUE.
ADMINISTRATIVE AGENT AND LENDERS ARE
HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS
CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR.
6.15
REINSTATEMENT IN CERTAIN CIRCUMSTANCES.
IF AT ANY
TIME ANY PAYMENT OF THE PRINCIPAL OF OR INTEREST UNDER THE NOTE OR ANY OTHER
AMOUNT PAYABLE BY BORROWER UNDER THE LOAN DOCUMENTS IS RESCINDED OR MUST BE
OTHERWISE RESTORED OR RETURNED UPON THE INSOLVENCY, BANKRUPTCY OR REORGANIZATION
OF BORROWER OR OTHERWISE, GUARANTOR'S OBLIGATIONS HEREUNDER WITH RESPECT TO SUCH
PAYMENT SHALL BE REINSTATED AS THOUGH SUCH PAYMENT HAS BEEN DUE BUT NOT MADE AT
SUCH TIME.
6.16
RECOURSE LIMITATIONS.
NOTWITHSTANDING ANYTHING TO
THE CONTRARY