as expressed herein.
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Section 22. ENTIRETY. THIS GUARANTY AND THE OTHER FINANCING AGREEMENTS EXECUTED
BY ANY PARENT GUARANTOR EMBODY THE FINAL, ENTIRE AGREEMENT OF SUCH PARENT
GUARANTOR AND THE HOLDERS WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF
AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF
AND THEREOF. THIS GUARANTY AND THE OTHER FINANCING AGREEMENTS EXECUTED BY EACH
PARENT GUARANTOR ARE INTENDED BY EACH PARENT GUARANTOR AND THE HOLDERS AS A
FINAL AND COMPLETE EXPRESSION OF THE TERMS HEREOF AND THEREOF, AND NO COURSE OF
DEALING AMONG ANY PARENT GUARANTOR AND THE HOLDERS, NO COURSE OF PERFORMANCE, NO
TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE
USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY OR ANY
OTHER FINANCING AGREEMENT EXECUTED BY ANY PARENT GUARANTOR. THERE ARE NO ORAL
AGREEMENTS BETWEEN ANY PARENT GUARANTOR AND THE HOLDERS.
Section 23. WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARENT GUARANTOR AND, BY ITS
ACCEPTANCE HEREOF, EACH HOLDER, EACH HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY). EACH PARENT GUARANTOR AND, BY ITS ACCEPTANCE HEREOF,
EACH HOLDER, EACH (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND SUCH OTHER PARTY HAVE BEEN INDUCED TO EXECUTE OR
ACCEPT THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.
Section 24. Reserved.
Section 25. Guaranteed Parties Not Fiduciaries to any Guarantor. The
relationship between each Parent Guarantor and its Affiliates, on the one hand,
and each of the holders and their respective Affiliates, on the other hand, is
solely that of debtor and creditor, and neither such guaranteed party nor any
Affiliate thereof shall have any fiduciary or other special relationship with
any Parent Guarantor or any of its Affiliates, and no term or provision of any
Financing Agreement, no course of dealing, no written or oral communication, or
other action, shall be construed so as to deem such relationship to be other
than that of debtor and creditor.
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Section 26. Counterparts. This Guaranty may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, each Parent Guarantor has caused this Guaranty to be duly
executed and delivered by its duly authorized officer as of the date first above
written.
[Parent Guarantor Signature Blocks to be Inserted]