NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY
RIGHT, POWER OR PRIVILEGE HEREUNDER PRECLUDE ANY OTHER OR FUTURE EXERCISE
THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE. THE RIGHTS AND
REMEDIES HEREUNDER PROVIDED ARE CUMULATIVE AND MAY BE EXERCISED SINGLY OR
CONCURRENTLY, AND ARE NOT EXCLUSIVE OF ANY RIGHTS AND REMEDIES PROVIDED BY LAW.
NONE OF THE TERMS OR PROVISIONS OF THIS GUARANTY MAY BE WAIVED, ALTERED,
MODIFIED, SUPPLEMENTED OR AMENDED EXCEPT BY AN INSTRUMENT IN WRITING, DULY
EXECUTED BY AGENT AND GUARANTOR.
7.7.
TERMINATION. THIS GUARANTY IS A CONTINUING
GUARANTY AND SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE TERMINATION DATE.
UPON PAYMENT AND PERFORMANCE IN FULL OF THE GUARANTEED OBLIGATIONS, AGENT SHALL
DELIVER TO GUARANTOR SUCH DOCUMENTS AS GUARANTOR MAY REASONABLY REQUEST TO
EVIDENCE SUCH TERMINATION.
7.8.
COUNTERPARTS. THIS GUARANTY MAY BE EXECUTED IN
ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL COLLECTIVELY AND SEPARATELY
CONSTITUTE ONE AND THE SAME AGREEMENT.
7.9.
GOVERNING LAW; CONSENT TO JURISDICTION AND
VENUE. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE LOAN DOCUMENTS, THIS
GUARANTY AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. AGENT
AND GUARANTOR HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED
STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW
YORK STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES OF ALL LEGAL PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED
HEREBY. GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF
ANY SUCH PROCEEDING BROUGHT IN SUCH A
10
COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE PARTIES HERETO IRREVOCABLY
CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN
SECTION 7.4. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO
THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
7.10.
WAIVER OF JURY TRIAL. AGENT AND GUARANTOR HEREBY
IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THE LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
THEREBY AND TO THE FULLEST EXTENT PERMITTED BY LAW WAIVES ANY RIGHTS THAT IT
MAY HAVE TO CLAIM OR RECEIVE CONSEQUENTIAL OR SPECIAL DAMAGES IN CONNECTION WITH
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE LOAN DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED THEREBY.
7.11.
LIMITATION ON GUARANTEED OBLIGATIONS.
NOTWITHSTANDING ANY PROVISION HEREIN CONTAINED TO THE CONTRARY, GUARANTOR'S
LIABILITY HEREUNDER SHALL BE LIMITED TO AN AMOUNT NOT TO EXCEED AS OF ANY DATE
OF DETERMINATION THE GREATER OF:
(a)
the net amount of all Loans advanced under
the Credit Agreement and directly or indirectly re-loaned or otherwise
transferred to, or incurred for the benefit of, Guarantor, plus interest thereon
at