cumulative and not exclusive of any rights, remedies, powers and
privileges provided by law.
Headings. The Article and Section headings used herein are for the purpose of
reference only, and are not to affect the construction of, or to define or
limit, any of the terms or provisions of this Agreement.
Severability. Any provision of this Guaranty that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
GOVERNING LAW, ENTIRE AGREEMENT, ETC. THIS GUARANTY AND EACH OTHER LOAN DOCUMENT
(EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN A LOAN DOCUMENT) AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
THIS GUARANTY AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING
AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF
AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.
FORUM SELECTION AND CONSENT TO JURISDICTION.
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 SECURED PARTIES
OR THE GUARANTORS IN CONNECTION HEREWITH OR THEREWITH, MAY BE BROUGHT AND
MAINTAINED IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES
9
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. EACH GUARANTOR HEREBY
EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE
OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH SUCH LITIGATION.
EACH GUARANTOR THAT IS A UNITED STATES PERSON IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE
WITHIN OR WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR NOTICES SPECIFIED IN
SECTION 11.2 OF THE CREDIT AGREEMENT AND EACH GUARANTOR THAT IS NOT A UNITED
STATES PERSON IRREVOCABLY AND UNCONDITIONALLY AGREES THAT SERVICE OF ALL WRITS,
PROCESS AND SUMMONSES IN ANY SUIT, ACTION OR PROCEEDING BROUGHT IN THE STATE OF
NEW YORK MAY BE MADE UPON THE PROCESS AGENT OF EACH APPLICABLE GUARANTOR
APPOINTED BELOW, EACH APPLICABLE GUARANTOR HEREBY IRREVOCABLY APPOINTING THE
POWERS SET FORTH ON THE LINE MARKED "PROCESS AGENT" ON SUCH GUARANTOR'S
SIGNATURE PAGE HERETO AS ITS PROCESS AGENT AND AS ITS TRUE AND LAWFUL
ATTORNEY-IN-FACT IN THE NAME, PLACE AND STEED OF IT TO ACCEPT SUCH SERVICE OF
ANY AND ALL SUCH WRITS, PROCESS AND SUMMONS. EACH GUARANTOR HEREBY EXPRESSLY AND
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION