intended solely to preserve the rights of
the Secured Parties hereunder to the maximum extent that would not cause the
obligations of any Guarantor hereunder to be subject to avoidance under the
Avoidance Provisions, and no Guarantor or any other Person shall have any right
or claim under this Section as against the Secured Parties that would not
otherwise be available to such Person under the Avoidance Provisions.
Section 15.
Information. Each Guarantor assumes all responsibility for being
and keeping itself informed of the financial condition of the Obligors and the
other Guarantors, and of all other circumstances bearing upon the risk of
nonpayment of any of the Guarantied Obligations and the nature, scope and extent
of the risks that such Guarantor assumes and incurs hereunder, and agrees that
no Secured Party shall have any duty whatsoever to advise any Guarantor of
information regarding such circumstances or risks.
Section 16.
Governing Law. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.
Section 17.
WAIVER OF JURY TRIAL.
(a)
EACH PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN OR
AMONG ANY OF THE GUARANTORS AND SECURED PARTIES WOULD BE BASED ON DIFFICULT AND
COMPLEX ISSUES OF LAW AND FACT AND WOULD RESULT IN DELAY AND EXPENSE TO THE
PARTIES. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE
SECURED PARTIES AND GUARANTORS HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN
ACTION MAY BE COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING OUT OF THIS
GUARANTY OR ANY OTHER LOAN DOCUMENT OR BY REASON OF ANY OTHER SUIT, CAUSE OF
ACTION OR DISPUTE WHATSOEVER BETWEEN OR AMONG ANY OF THE GUARANTORS AND SECURED
PARTIES OF ANY KIND OR NATURE RELATING TO ANY OF THE LOAN DOCUMENTS, SPECIFIED
DERIVATIVES CONTRACTS OR OTHER DOCUMENTS, INSTRUMENTS OR AGREEMENTS RELATING TO
THE GUARANTIED OBLIGATIONS.
G-9
(b)
EACH OF THE SECURED PARTIES AND GUARANTORS HEREBY AGREES THAT ANY FEDERAL
DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK AND ANY STATE COURT LOCATED
IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK SHALL HAVE JURISDICTION TO HEAR
AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN OR AMONG ANY OF THE GUARANTORS AND
SECURED PARTIES PERTAINING DIRECTLY OR INDIRECTLY TO THIS GUARANTY OR ANY OTHER
LOAN DOCUMENT OR TO ANY MATTER ARISING HEREFROM OR THEREFROM. EACH OF THE
SECURED PARTIES AND GUARANTORS EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED IN SUCH COURTS WITH RESPECT
TO SUCH CLAIMS OR DISPUTES. EACH OF THE SECURED PARTIES AND GUARANTORS FURTHER
WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS
BROUGHT IN AN INCONVENIENT FORUM AND EACH AGREES NOT