SUCH HOLDER, IN THE CASE OF A HOLDER THAT IS A NOTE PURCHASER, ON
SCHEDULE A TO THE NOTE PURCHASE AGREEMENT OR BY SUCH OTHER METHOD OR AT SUCH
OTHER ADDRESS AS ANY HOLDER SHALL HAVE FROM TIME TO TIME SPECIFIED TO THE
GUARANTORS OR THE COMPANY ON BEHALF OF THE GUARANTORS IN WRITING FOR SUCH
PURPOSE, WITHOUT THE PRESENTATION OR SURRENDER OF THIS GUARANTY OR ANY NOTE.
(C)
ANY PROVISION OF THIS GUARANTY THAT IS
PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION,
BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT
INVALIDATING THE REMAINING PROVISIONS HEREOF, AND ANY SUCH PROHIBITION OR
UNENFORCEABILITY IN ANY JURISDICTION SHALL (TO THE FULL EXTENT PERMITTED BY LAW)
NOT INVALIDATE OR RENDER UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
11
(D)
IF THE WHOLE OR ANY PART OF THIS GUARANTY
SHALL BE NOW OR HEREAFTER BECOME UNENFORCEABLE AGAINST ANY ONE OR MORE OF THE
GUARANTORS FOR ANY REASON WHATSOEVER OR IF IT IS NOT EXECUTED BY ANY ONE OR MORE
OF THE GUARANTORS, THIS GUARANTY SHALL NEVERTHELESS BE AND REMAIN FULLY BINDING
UPON AND ENFORCEABLE AGAINST EACH OTHER GUARANTOR AS IF IT HAD BEEN MADE AND
DELIVERED ONLY BY SUCH OTHER GUARANTORS.
(E)
THIS GUARANTY SHALL BE BINDING UPON EACH
GUARANTOR AND ITS SUCCESSORS AND ASSIGNS AND SHALL INURE TO THE BENEFIT OF EACH
HOLDER AND ITS SUCCESSORS AND ASSIGNS SO LONG AS ITS NOTES REMAIN OUTSTANDING
AND UNPAID.
(F)
THIS GUARANTY MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE INSTRUMENT. EACH COUNTERPART MAY CONSIST OF A
NUMBER OF COPIES HEREOF, EACH SIGNED BY LESS THAN ALL, BUT TOGETHER SIGNED BY
ALL, OF THE PARTIES HERETO.
(G)
THIS GUARANTY SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY,
THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW
OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION
OTHER THAN SUCH STATE.
(H)
EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO
THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OF NEW YORK COURT OR ANY FEDERAL
COURT LOCATED IN NEW YORK COUNTY, NEW YORK, NEW YORK FOR THE ADJUDICATION OF ANY
MATTER ARISING OUT OF OR RELATING TO THIS GUARANTY, AND CONSENTS TO THE SERVICE
OF ALL WRITS, PROCESS AND SUMMONSES BY REGISTERED OR CERTIFIED MAIL OUT OF ANY
SUCH COURT OR BY SERVICE OF PROCESS ON SUCH GUARANTOR AT ITS ADDRESS TO WHICH
NOTICES ARE TO BE GIVEN PURSUANT TO SECTION 7 HEREOF AND HEREBY WAIVES ANY
REQUIREMENT TO HAVE AN AGENT FOR SERVICE OF PROCESS IN THE STATE OF NEW YORK.
NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER TO SERVE LEGAL
PROCESS IN ANY OTHER MANNER OR TO BRING ANY PROCEEDING HEREUNDER IN ANY
JURISDICTION WHERE SUCH GUARANTOR MAY BE AMENABLE TO SUIT. EACH GUARANTOR HEREBY
IRREVOCABLY WAIVES ANY OBJECTION TO ANY SUIT, ACTION