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 GUARANTORS.
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 GUARANTORS SUCH DOCUMENTS AS GUARANTORS 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.
9
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 EACH GUARANTOR HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED
STATES DISTRICT 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.
EACH 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 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 EACH OF THE
GUARANTORS 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, EACH 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 and other
extensions of credit (including Letters of Credit) advanced under the Credit
Agreement and directly or indirectly re-loaned or otherwise transferred to, or
incurred for the benefit of,