WHICH
IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION
BROUGHT IN ANY SUCH COURT REFERRED TO IN CLAUSE (i) ABOVE AND ANY CLAIM THAT ANY
SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT
ANY GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY
COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT
PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO
ITSELF OR ITS PROPERTY, SUCH GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY
IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY AND THE OTHER LOAN DOCUMENTS.
WAIVER OF CLAIMS, DEFENSES AND DAMAGES. EACH GUARANTOR HEREBY ABSOLUTELY,
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO ASSERT ANY DEFENSE,
SET-OFF, COUNTERCLAIM OR CROSS-CLAIM OF ANY NATURE WHATSOEVER WITH RESPECT TO
THIS GUARANTY, THE OBLIGATIONS OF SUCH GUARANTOR UNDER THIS GUARANTY OR THE
OBLIGATIONS OF ANY OTHER PERSON (INCLUDING THE BORROWER OR ANY OTHER OBLIGOR)
RELATING HERETO, IN ANY ACTION, SUIT OR PROCEEDING BROUGHT BY ANY SECURED PARTY
TO COLLECT ANY OF THE OBLIGATIONS OR TO ENFORCE ANY OF SUCH GUARANTOR'S
OBLIGATIONS HEREUNDER. EACH GUARANTOR HEREBY WAIVES, TO THE MAXIMUM EXTENT NOT
PROHIBITED BY LAW, ANY RIGHT THAT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL
ACTION OR PROCEEDING REFERRED TO IN THIS SECTION 5(k) ANY SPECIAL, EXEMPLARY,
PUNITIVE OR CONSEQUENTIAL DAMAGES.
WAIVER OF JURY TRIAL. EACH GUARANTOR AND THE ADMINISTRATIVE AGENT (ON BEHALF OF
THE SECURED PARTIES) HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHTS
10
THEY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS GUARANTY OR ANY OTHER LOAN
DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL
OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT (ON BEHALF OF THE SECURED
PARTIES) OR THE GUARANTORS IN CONNECTION HEREWITH OR THEREWITH. EACH GUARANTOR
ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION
FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO
WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
ADMINISTRATIVE AGENT AND EACH LENDER ENTERING INTO THE LOAN DOCUMENTS.
Counterparts. This Guaranty may be executed by the parties hereto in several
counterparts, each of which shall be deemed to be an original and all of which
shall constitute together but one of the same agreement. Delivery of an executed
signature page of this Guaranty by facsimile transmission shall be effective as
delivery of a manually executed counterpart hereof.
Judgment Currency. The specification of Dollars is of the essence, and Dollars
shall in each instance be the currency of account and payment in all instances.
A payment obligation under this Guaranty in Dollars shall not be discharged by
any amount paid in another currency (the "Other Currency"), whether pursuant to
any judgment expressed in or converted into any