OF ITS
SUBSIDIARIES OR (Y) ANY ORDER, INJUNCTION, WRIT OR DECREE OF ANY GOVERNMENTAL
AUTHORITY OR ANY ARBITRAL AWARD TO WHICH SUCH GUARANTOR OR ITS PROPERTY IS
SUBJECT; OR (III) VIOLATE ANY LAW.
19.
FOREIGN CURRENCY. IF ANY CLAIM ARISING UNDER OR RELATED TO THIS
GUARANTY IS REDUCED TO JUDGMENT DENOMINATED IN A CURRENCY (THE "JUDGMENT
CURRENCY") OTHER THAN THE
CURRENCIES IN WHICH THE APPLICABLE GUARANTEED
OBLIGATIONS ARE DENOMINATED (COLLECTIVELY THE "OBLIGATIONS CURRENCY"), THE
JUDGMENT SHALL BE FOR THE EQUIVALENT IN THE JUDGMENT CURRENCY OF THE AMOUNT OF
THE CLAIM DENOMINATED IN THE OBLIGATIONS CURRENCY INCLUDED IN THE JUDGMENT,
DETERMINED AS OF THE DATE OF JUDGMENT. THE EQUIVALENT OF ANY OBLIGATIONS
CURRENCY AMOUNT IN ANY JUDGMENT CURRENCY SHALL BE CALCULATED AT THE SPOT RATE
FOR THE PURCHASE OF THE OBLIGATIONS CURRENCY WITH THE JUDGMENT CURRENCY QUOTED
BY THE ADMINISTRATIVE AGENT IN THE PLACE OF THE ADMINISTRATIVE AGENT'S CHOICE AT
OR ABOUT 8:00 A.M. ON THE DATE FOR DETERMINATION SPECIFIED ABOVE. EACH GUARANTOR
SHALL INDEMNIFY THE HOLDERS OF OBLIGATIONS AND HOLD THE HOLDERS OF OBLIGATIONS
HARMLESS FROM AND AGAINST ALL LOSS OR DAMAGE RESULTING FROM ANY CHANGE IN
EXCHANGE RATES BETWEEN THE DATE ANY CLAIM IS REDUCED TO JUDGMENT AND THE DATE OF
PAYMENT THEREOF BY ANY
7
GUARANTOR. IF THE ADMINISTRATIVE AGENT SO NOTIFIES THE GUARANTORS IN WRITING, AT
THE ADMINISTRATIVE AGENT'S SOLE AND ABSOLUTE DISCRETION, PAYMENTS UNDER THIS
GUARANTY SHALL BE THE DOLLAR EQUIVALENT OF THE GUARANTEED OBLIGATIONS OR ANY
PORTION THEREOF, DETERMINED AS OF THE DATE PAYMENT IS MADE.
20.
FURTHER ASSURANCES. EACH GUARANTOR AGREES, UPON THE WRITTEN REQUEST
OF THE ADMINISTRATIVE AGENT, TO EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT,
FROM TIME TO TIME, ANY ADDITIONAL INSTRUMENTS OR DOCUMENTS REASONABLY CONSIDERED
NECESSARY BY ADMINISTRATIVE AGENT TO CAUSE THIS GUARANTY TO BE, BECOME OR REMAIN
VALID AND EFFECTIVE IN ACCORDANCE WITH ITS TERMS.
21.
NOTICES. EXCEPT AS OTHERWISE PROVIDED HEREIN, WHENEVER IT IS
PROVIDED HEREIN THAT ANY NOTICE, DEMAND, REQUEST, CONSENT, APPROVAL, DECLARATION
OR OTHER COMMUNICATION SHALL OR MAY BE GIVEN TO OR SERVED UPON ANY OF THE
PARTIES BY ANY OTHER PARTY, OR WHENEVER ANY OF THE PARTIES DESIRES TO GIVE AND
SERVE UPON ANY OTHER PARTY ANY COMMUNICATION WITH RESPECT TO THIS GUARANTY, EACH
SUCH NOTICE, DEMAND, REQUEST, CONSENT, APPROVAL, DECLARATION OR OTHER
COMMUNICATION SHALL BE IN WRITING AND SHALL BE GIVEN IN THE MANNER, AND DEEMED
RECEIVED, AS PROVIDED FOR IN THE CREDIT AGREEMENT, WITH RESPECT TO THE
ADMINISTRATIVE AGENT AT ITS NOTICE ADDRESS THEREIN AND WITH RESPECT TO ANY
GUARANTOR AT THE ADDRESS SET FORTH FOR THE COMPANY IN THE CREDIT AGREEMENT OR
SUCH OTHER ADDRESS OR TELECOPY NUMBER AS SUCH PARTY MAY HEREAFTER SPECIFY FOR
SUCH PURPOSE BY NOTICE TO THE ADMINISTRATIVE AGENT AS PROVIDED FOR IN THE CREDIT
AGREEMENT.
22.
GOVERNING LAW. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
23.
SUBMISSION TO JURISDICTION. EACH GUARANTOR IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF