which, as of the time any of the
Obligations are deemed to have been incurred under the Avoidance Provisions,
would not cause the obligations of any Guarantor hereunder (or any other
obligations of such Guarantor to the Agent and the Lenders), to be subject to
avoidance under the Avoidance Provisions. This Section is intended solely to
preserve the rights of the Agent and the Lenders 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 nor any other Person
shall have any right or claim under this Section as against the Agent and the
Lenders 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 Borrower, the
other Guarantors, the other Credit Parties, and of all other circumstances
bearing upon the risk of nonpayment of any of the Obligations and the nature,
scope and extent of the risks that such Guarantor assumes and incurs hereunder,
and agrees that none of the Agent or any Lender 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, WITHOUT REGARD TO CONFLICTS
OF LAWS, PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
Section 17.
Jurisdiction; Venue; JURY WAIVER.
(a) EACH PARTY HERETO HEREBY AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS
GUARANTY OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN ANY COURT OF COMPETENT
JURISDICTION IN THE COMMONWEALTH OF MASSACHUSETTS OR THE STATE OF NEW YORK
(INCLUDING ANY FEDERAL COURT SITTING THEREIN).
EACH PARTY HERETO FURTHER
ACCEPTS, GENERALLY AND UNCONDITIONALLY, THE NON EXCLUSIVE JURISDICTION OF SUCH
COURTS AND ANY RELATED APPELLATE COURT AND IRREVOCABLY (i) AGREES TO BE BOUND BY
ANY JUDGMENT RENDERED THEREBY WITH RESPECT TO THIS GUARANTY AND (ii) WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION IT MAY NOW OR
HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT OR
THAT SUCH A COURT IS AN INCONVENIENT FORUM.
IN ADDITION TO THE COURTS OF THE
COMMONWEALTH OF MASSACHUSETTS AND THE STATE OF NEW YORK OR ANY FEDERAL COURT
SITTING THEREIN, THE AGENT OR ANY LENDER MAY BRING ACTION(S) FOR ENFORCEMENT ON
A NONEXCLUSIVE BASIS WHERE ANY COLLATERAL OR ASSETS OF ANY GUARANTOR EXIST AND
EACH OF THE GUARANTORS CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURTS.
EACH GUARANTOR EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE FOREGOING CHOICE OF
NEW YORK LAW WAS A MATERIAL INDUCEMENT TO THE AGENT AND THE LENDERS IN ENTERING
INTO THE CREDIT AGREEMENT AND IN MAKING THE LOANS THEREUNDER.
NOTHING IN THIS
GUARANTY SHALL AFFECT ANY RIGHT THAT THE AGENT OR ANY LENDER MAY OTHERWISE HAVE
TO BRING ANY ACTION OR PROCEEDING RELATING