electronic photocopy (i.e., "pdf") shall be as
effective as delivery of a manually executed counterpart of this Guarantee
Agreement.
SECTION 18.
RULES OF INTERPRETATION
The rules of interpretation specified in Sections 1.2, 1.3 and 1.4 of the Credit
Agreement shall be applicable to this Guarantee Agreement.
SECTION 19.
SUBMISSION TO JURISDICTION;
CONSENT TO SERVICE OF PROCESS
(A)
EACH PARTY TO THIS GUARANTEE AGREEMENT
HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, IN
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS TO WHICH IT IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY
JUDGMENT, IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK, THE COURTS OF THE UNITED STATES FOR THE
SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF.
(B)
EACH PARTY TO THIS GUARANTEE AGREEMENT
CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND
WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS
BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME.
(C)
EACH PARTY TO THIS GUARANTEE AGREEMENT
AGREES TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR IN SECTION 10.10(C) OF
THE CREDIT AGREEMENT.
NOTHING IN THIS GUARANTEE AGREEMENT WILL AFFECT THE RIGHT
OF ANY PARTY TO THIS GUARANTEE AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW.
(D)
EACH PARTY TO THIS GUARANTEE AGREEMENT
AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY
OTHER JURISDICTION.
(E)
EACH PARTY TO THIS GUARANTEE AGREEMENT
WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO
CLAIM OR RECOVER IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO IN THIS SECTION
ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.
SECTION 20.
ADDITIONAL GUARANTORS
Upon execution and delivery after the date hereof by the Administrative Agent
and a Subsidiary or Holding Company (as defined in the Credit Agreement) of an
instrument in substantially the form of Annex I (a "Supplement"), such
Subsidiary or Holding Company shall become a Guarantor hereunder with the same
force and effect as if originally named as a Guarantor herein.
The execution
and delivery of any such Supplement shall not require the consent of any other
Guarantor hereunder.
The rights and obligations of each Guarantor hereunder
shall remain in full force and effect notwithstanding the addition of any new
Guarantor as a party to this Guarantee Agreement.
SECTION 21.
RIGHT OF SETOFF
If an Event of Default under Section 8(a) or (f) of the Credit Agreement shall
have occurred and be continuing, each Secured Party is hereby authorized at any
time and from time to time, to the fullest extent permitted by applicable law,
to setoff and apply any and all