SPECIFIED BELOW ITS NAME ON THE SIGNATURE PAGES OF THE CREDIT AGREEMENT OR, WITH
RESPECT TO GUARANTOR, AT THE "E-MAIL ADDRESS FOR NOTICES" SPECIFIED BELOW ITS
NAME ON THE SIGNATURE PAGE TO THIS GUARANTEE); OR, AS TO ANY PARTY, AT SUCH
OTHER ADDRESS AS SHALL BE DESIGNATED BY SUCH PARTY IN AN E-MAIL OR TELECOPIER
NOTICE TO EACH OTHER PARTY.
ALL SUCH COMMUNICATIONS SHALL BE DEEMED TO HAVE
BEEN DULY GIVEN WHEN AFFIRMATIVELY CONFIRMED BY THE MLMCI IN AN E-MAIL OR
TELECOPIER NOTICE TO SUCH BORROWER.
13.
SEVERABILITY.
ANY PROVISION OF THIS GUARANTEE WHICH 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 OF THIS GUARANTEE, AND ANY SUCH
PROHIBITION OR UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR
RENDER UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
14.
INTEGRATION.
THIS GUARANTEE REPRESENTS THE AGREEMENT OF THE
GUARANTOR WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND THERE ARE NO
PROMISES OR REPRESENTATIONS BY MLMCI RELATIVE TO THE SUBJECT MATTER HEREOF OR
THEREOF NOT REFLECTED HEREIN OR THEREIN.
15.
AMENDMENTS IN WRITING; NO WAIVER; CUMULATIVE REMEDIES.
(A) NONE
OF THE TERMS OR PROVISIONS OF THIS GUARANTEE MAY BE WAIVED, AMENDED,
SUPPLEMENTED OR OTHERWISE MODIFIED EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY
THE GUARANTOR AND MLMCI, PROVIDED THAT ANY PROVISION OF THIS GUARANTEE MAY BE
WAIVED BY MLMCI.
(B)
MLMCI SHALL NOT BY ANY ACT (EXCEPT BY A WRITTEN INSTRUMENT
PURSUANT TO SECTION 15(A) OF THIS GUARANTEE), DELAY, INDULGENCE, OMISSION OR
OTHERWISE BE DEEMED TO HAVE WAIVED ANY RIGHT OR REMEDY HEREUNDER OR TO HAVE
ACQUIESCED IN ANY DEFAULT OR EVENT OF DEFAULT OR IN ANY BREACH OF ANY OF THE
TERMS AND CONDITIONS OF THIS GUARANTEE.
NO FAILURE TO EXERCISE, NOR ANY DELAY
IN EXERCISING, ON THE PART OF MLMCI, ANY RIGHT, POWER OR PRIVILEGE HEREUNDER
SHALL OPERATE AS A WAIVER THEREOF.
NO SINGLE OR PARTIAL EXERCISE OF ANY RIGHT,
10
POWER OR PRIVILEGE HEREUNDER SHALL PRECLUDE ANY OTHER OR FURTHER EXERCISE
THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE.
A WAIVER BY
MLMCI OF ANY RIGHT OR REMEDY HEREUNDER ON ANY ONE OCCASION SHALL NOT BE
CONSTRUED AS A BAR TO ANY RIGHT OR REMEDY WHICH MLMCI WOULD OTHERWISE HAVE ON
ANY FUTURE OCCASION.
(C)
THE RIGHTS AND REMEDIES HEREIN PROVIDED ARE CUMULATIVE, MAY BE
EXERCISED SINGLY OR CONCURRENTLY AND ARE NOT EXCLUSIVE OF ANY OTHER RIGHTS OR
REMEDIES PROVIDED BY LAW.
16.
SECTION HEADINGS.
THE SECTION HEADINGS USED IN THIS GUARANTEE ARE
FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT TO AFFECT THE CONSTRUCTION OF THIS
GUARANTEE OR BE TAKEN INTO CONSIDERATION IN THE INTERPRETATION OF THIS
GUARANTEE.
17.
SUCCESSORS AND ASSIGNS.
THIS GUARANTEE SHALL BE BINDING UPON THE
SUCCESSORS AND ASSIGNS OF THE GUARANTOR AND SHALL INURE TO THE BENEFIT OF MLMCI
AND ITS SUCCESSORS AND ASSIGNS.
THIS GUARANTEE MAY NOT BE ASSIGNED BY THE
GUARANTOR WITHOUT THE EXPRESS WRITTEN CONSENT OF MLMCI.
18.
GOVERNING