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 THE GUARANTOR.
6.8
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 THE
GUARANTOR SUCH DOCUMENTS AS THE GUARANTOR MAY REASONABLY REQUEST TO EVIDENCE
SUCH TERMINATION.
6.9
COUNTERPARTS.
THIS GUARANTY MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH SHALL COLLECTIVELY AND SEPARATELY CONSTITUTE ONE AND
THE SAME AGREEMENT.
6.10
GOVERNING LAW; CONSENT TO JURISDICTION AND VENUE.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE OTHER TRANSACTION
AGREEMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, THIS GUARANTY AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW
RULES OR PROVISIONS (WHETHER OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY OTHER
JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION
OTHER THAN THE COMMONWEALTH OF MASSACHUSETTS.
IN FURTHERANCE OF THE FOREGOING,
THE INTERNAL LAW OF THE COMMONWEALTH OF MASSACHUSETTS SHALL CONTROL THE
INTERPRETATION AND CONSTRUCTION OF THIS GUARANTY (AND ALL ANNEXES, SCHEDULES AND
EXHIBITS HERETO), EVEN THOUGH UNDER THAT JURISDICTION'S CHOICE OF LAW OR
CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD
ORDINARILY APPLY.
11
6.11
JURISDICTION AND VENUE.
ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY HERETO WITH RESPECT TO THIS
GUARANTY SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN BOSTON, MASSACHUSETTS, USA.
BY EXECUTING AND DELIVERING THIS
GUARANTY, THE GUARANTOR AND EACH OBLIGEE ACCEPTS FOR ITSELF AND IN CONNECTION
WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE
AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED
THEREBY IN CONNECTION WITH THIS GUARANTY.
THE GUARANTOR AND EACH OBLIGEE HEREBY
WAIVES ANY CLAIM THAT BOSTON, MASSACHUSETTS IS AN INCONVENIENT FORUM OR AN
IMPROPER FORUM BASED ON LACK OF VENUE.
6.12
WAIVER OF JURY TRIAL.
THE GUARANTOR AND EACH OBLIGEE HEREBY WAIVES, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, TRIAL BY JURY in any litigation in any court with respect to, in
connection with, or arising out of this Guaranty or the validity, protection,
interpretation, collection or enforcement hereof.
THE GUARANTOR AGREES THAT
THIS SECTION 6.12 IS A SPECIFIC AND MATERIAL ASPECT OF THIS GUARANTY AND
ACKNOWLEDGES THAT EACH OBLIGEE WOULD NOT HAVE ENTERED INTO THE TRANSACTION
AGREEMENTS OR MADE AN INVESTMENT THEREUNDER IF THIS SECTION 6.12 WERE NOT PART
OF THIS GUARANTY AND THE OTHER TRANSACTION AGREEMENTS.
6.13
JUDGMENT CURRENCY.
(A)
IF, FOR THE PURPOSE OF OBTAINING OR ENFORCING JUDGMENT AGAINST THE
GUARANTOR IN ANY COURT IN ANY JURISDICTION, IT BECOMES NECESSARY TO CONVERT INTO
ANY OTHER CURRENCY (SUCH OTHER CURRENCY BEING HEREINAFTER IN THIS SECTION
REFERRED TO AS THE