AGENT AND EACH OTHER GUARANTEED PARTY IN
CONNECTION WITH THE ENFORCEMENT OR PROTECTION OF ITS RIGHTS IN CONNECTION WITH
THIS GUARANTY AND (B) INDEMNIFY EACH INDEMNITEE, IN EACH CASE, TO THE EXTENT THE
BORROWERS WOULD BE REQUIRED TO DO SO PURSUANT TO SECTION 11.04 OF THE CREDIT
AGREEMENT. THE OBLIGATIONS OF THE GUARANTORS UNDER THIS PARAGRAPH SHALL SURVIVE
THE PAYMENT IN FULL OF THE GUARANTEED OBLIGATIONS AND TERMINATION OF THIS
GUARANTY IN ACCORDANCE WITH ITS TERMS.
ARTICLE XXVIII.17. RIGHT OF SETOFF; GOVERNING LAW; SUBMISSION TO JURISDICTION;
VENUE; WAIVER OF JURY TRIAL. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. WITHOUT LIMITING THE
GENERAL APPLICABILITY OF THE FOREGOING AND THE TERMS OF THE OTHER LOAN DOCUMENTS
TO THIS GUARANTY AND THE PARTIES HERETO, THE TERMS OF SECTIONS 11.08, 11.12,
11.14, 11.15 AND 11.16 OF THE CREDIT AGREEMENT ARE INCORPORATED HEREIN BY
REFERENCE, MUTATIS MUTANDIS, WITH EACH REFERENCE TO THE "BORROWERS" THEREIN
(WHETHER EXPRESS OR BY REFERENCE TO THE BORROWERS AS "PARTY" THERETO) BEING A
REFERENCE TO THE GUARANTORS, AND THE PARTIES HERETO AGREE TO SUCH TERMS.
ARTICLE XXIX.18. COUNTERPARTS; ELECTRONIC EXECUTION. THIS GUARANTY MAY BE
EXECUTED IN COUNTERPARTS (AND BY DIFFERENT PARTIES HERETO IN DIFFERENT
COUNTERPARTS), EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL, BUT ALL OF WHICH WHEN
TAKEN TOGETHER SHALL CONSTITUTE A SINGLE CONTRACT. DELIVERY OF AN EXECUTED
COUNTERPART OF A SIGNATURE PAGE OF THIS GUARANTY BY TELECOPY OR OTHER ELECTRONIC
IMAGING MEANS SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART
OF THIS GUARANTY.
ARTICLE XXX.19. ADDITIONAL GUARANTORS. AT ANY TIME AFTER THE DATE OF THIS
GUARANTY, ONE OR MORE ADDITIONAL PERSONS MAY BECOME A PARTY HERETO BY EXECUTING
AND DELIVERING TO THE ADMINISTRATIVE AGENT A JOINDER AGREEMENT PURSUANT TO
SECTION 6.11 OF THE CREDIT AGREEMENT. IMMEDIATELY UPON SUCH EXECUTION AND
DELIVERY OF SUCH JOINDER AGREEMENT (AND WITHOUT ANY FURTHER ACTION, EACH SUCH
ADDITIONAL PERSON WILL BECOME A PARTY TO THIS GUARANTY AS A "GUARANTOR" AND HAVE
ALL OF THE RIGHTS AND OBLIGATIONS OF A GUARANTOR HEREUNDER AND THIS GUARANTY
SHALL BE DEEMED AMENDED BY SUCH JOINDER AGREEMENT. ATTACHED HERETO AS EXHIBIT A
IS A FORM OF JOINDER AGREEMENT.
8
ARTICLE XXXI.20. DISCHARGE OF GUARANTY. IF ANY GUARANTOR CEASES TO BE A
SUBSIDIARY OR MATERIAL DOMESTIC SUBSIDIARY OF HOLDINGS AS A RESULT OF A
TRANSACTION PERMITTED UNDER THE CREDIT AGREEMENT, SUCH GUARANTOR (OR HOLDINGS OR
ANY BORROWER) MAY REQUEST THE ADMINISTRATIVE AGENT TO EXECUTE AND DELIVER
DOCUMENTS OR INSTRUMENTS NECESSARY TO EVIDENCE THE RELEASE AND DISCHARGE OF SUCH
GUARANTOR FROM THIS GUARANTY AS PROVIDED IN SECTION 9.10 OF THE CREDIT
AGREEMENT.
ARTICLE XXXII.21. MISCELLANEOUS. NO FAILURE BY ANY GUARANTEED PARTY TO EXERCISE,
AND NO DELAY IN EXERCISING, ANY RIGHT, REMEDY OR POWER HEREUNDER SHALL OPERATE
AS A WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT,
REMEDY OR POWER HEREUNDER PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE
EXERCISE OF ANY OTHER RIGHT, POWER OR REMEDY. THE REMEDIES HEREIN PROVIDED ARE
CUMULATIVE