HEREUNDER OR RELATED HERETO, WILL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS EXECUTED IN AND TO BE PERFORMED ENTIRELY WITHIN THAT STATE, WITHOUT
REFERENCE TO CONFLICTS OF LAWS PROVISIONS.
11
SECTION 5.7
SUCCESSORS AND ASSIGNS.
THIS GUARANTY IS A CONTINUING
GUARANTY AND SHALL BE BINDING UPON THE GUARANTOR AND ITS RESPECTIVE SUCCESSORS
AND ASSIGNS.
THIS GUARANTY SHALL INURE TO THE BENEFIT OF BENEFICIARIES AND
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
THE GUARANTOR SHALL NOT ASSIGN THIS
GUARANTY OR ANY OF THE RIGHTS OR OBLIGATIONS OF THE GUARANTOR HEREUNDER WITHOUT
THE PRIOR WRITTEN CONSENT OF ALL LENDERS.
ANY BENEFICIARY MAY, WITHOUT NOTICE
OR CONSENT, ASSIGN ITS INTEREST IN THIS GUARANTY IN WHOLE OR IN PART.
THE TERMS
AND PROVISIONS OF THIS GUARANTY SHALL INURE TO THE BENEFIT OF ANY TRANSFEREE OR
ASSIGNEE OF ANY GUARANTIED OBLIGATION, AND IN THE EVENT OF SUCH TRANSFER OR
ASSIGNMENT THE RIGHTS AND PRIVILEGES HEREIN CONFERRED UPON SUCH BENEFICIARY
SHALL AUTOMATICALLY EXTEND TO AND BE VESTED IN SUCH TRANSFEREE OR ASSIGNEE, ALL
SUBJECT TO THE TERMS AND CONDITIONS HEREOF.
SECTION 5.8
CONSENT TO JURISDICTION AND SERVICE OF PROCESS.
EACH OF
THE PARTIES HERETO HEREBY (A) AGREES THAT ANY ACTION WITH RESPECT TO THIS
GUARANTY MAY BE BROUGHT ONLY IN THE NEW YORK STATE COURTS SITTING IN NEW YORK
COUNTY OR FEDERAL COURTS OF THE UNITED STATES OF AMERICA SITTING IN THE SOUTHERN
DISTRICT OF NEW YORK AND NEW YORK COUNTY, (B) ACCEPTS FOR ITSELF AND IN RESPECT
OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF
SUCH COURTS, (C) IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT
LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
ACTION IN THOSE JURISDICTIONS, AND (D) WAIVES PERSONAL SERVICE OF ANY SUMMONS,
COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY
THE LAW OF SUCH STATE.
SECTION 5.9
WAIVER OF TRIAL BY JURY.
THE PARTIES HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT THAT THEY MAY HAVE TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION,
OR IN ANY LEGAL PROCEEDING, DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF
THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED BY THIS GUARANTY (WHETHER BASED
ON CONTRACT, TORT, OR ANY OTHER THEORY).
EACH PARTY (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
SECTION 5.10
INTEGRATION.
THIS WRITING IS INTENDED BY THE GUARANTOR AND
BENEFICIARIES AS THE FINAL EXPRESSION OF THIS GUARANTY AND IS ALSO INTENDED AS A
COMPLETE AND EXCLUSIVE STATEMENT OF THE TERMS