OR (III) VIOLATE ANY LAW.
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ARTICLE XXXV.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 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.
ARTICLE XXXVI.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.
ARTICLE XXXVII.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.
ARTICLE XXXVIII.GOVERNING LAW.
THIS GUARANTY SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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ARTICLE XXXIX.SUBMISSION TO JURISDICTION.
EACH GUARANTOR IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK, NEW
YORK AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF