PARAGRAPH (B) OF THIS SECTION, AND THEN SUCH WAIVER
OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE PURPOSE
FOR WHICH GIVEN.
NO NOTICE OR DEMAND ON ANY GUARANTOR IN ANY CASE SHALL ENTITLE
SUCH GUARANTOR TO ANY OTHER OR FURTHER NOTICE OR DEMAND IN SIMILAR OR OTHER
CIRCUMSTANCES.
(B)
NEITHER THIS GUARANTEE AGREEMENT NOR ANY
PROVISION HEREOF MAY BE WAIVED, AMENDED OR MODIFIED EXCEPT PURSUANT TO A WRITTEN
AGREEMENT ENTERED INTO BY, BETWEEN OR AMONG THE ADMINISTRATIVE AGENT AND THE
GUARANTOR OR GUARANTORS WITH RESPECT TO WHICH SUCH WAIVER, AMENDMENT OR
MODIFICATION IS TO APPLY, SUBJECT TO ANY CONSENT REQUIRED IN ACCORDANCE WITH
SECTION 10.2 OF THE CREDIT AGREEMENT.
SECTION 14.
GOVERNING LAW; WAIVER OF JURY
TRIAL
THIS GUARANTEE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE AGREEMENT OR ANY OTHER
LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
SECTION 15.
NOTICES
All communications and notices hereunder shall be in writing and given as
provided in Section 10.1 of the Credit Agreement.
All communications and
notices hereunder to a Guarantor shall be given to it at its address set forth
on Schedule I hereto, with a copy to the Borrower.
SECTION 16.
SURVIVAL OF AGREEMENT;
SEVERABILITY
(A)
ALL COVENANTS, AGREEMENTS, REPRESENTATIONS
AND WARRANTIES MADE BY THE GUARANTORS HEREIN AND IN THE CERTIFICATES OR OTHER
INSTRUMENTS PREPARED OR DELIVERED IN CONNECTION WITH OR PURSUANT TO THIS
GUARANTEE AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE CONSIDERED TO HAVE BEEN
RELIED UPON BY THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES AND SHALL
SURVIVE THE EXECUTION AND DELIVERY OF ANY LOAN DOCUMENT, AND THE MAKING OF ANY
LOANS AND THE ISSUANCE OF ANY LETTER OF CREDIT, REGARDLESS OF ANY INVESTIGATION
MADE BY THE SECURED PARTIES OR ON THEIR BEHALF, AND SHALL CONTINUE IN FULL FORCE
AND EFFECT UNTIL THIS GUARANTEE AGREEMENT SHALL TERMINATE.
(B)
IN THE EVENT ANY ONE OR MORE OF THE
PROVISIONS CONTAINED IN THIS GUARANTEE AGREEMENT OR IN ANY OTHER LOAN DOCUMENT
SHOULD BE HELD INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, THE VALIDITY,
LEGALITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS CONTAINED HEREIN AND
THEREIN SHALL NOT IN ANY WAY BE AFFECTED OR IMPAIRED THEREBY (IT BEING
UNDERSTOOD THAT THE INVALIDITY OF A PARTICULAR PROVISION IN A PARTICULAR
JURISDICTION SHALL NOT IN AND OF ITSELF AFFECT THE VALIDITY OF SUCH PROVISION IN
ANY OTHER JURISDICTION).
SECTION 17.
COUNTERPARTS
This Guarantee Agreement may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an
original, but all of which, when taken together, shall constitute a single
contract (subject to Section 12), and shall become effective as provided in
Section 12.
Delivery of an executed counterpart of this Guarantee Agreement by
facsimile transmission or