OF THE FINANCIAL CONDITION OF THE
BORROWER, THE OTHER GUARANTORS AND ANY AND ALL ENDORSERS AND/OR OTHER GUARANTORS
OF ALL OR ANY PART OF THE GUARANTEED OBLIGATIONS, AND OF ALL OTHER CIRCUMSTANCES
BEARING UPON THE RISK OF NONPAYMENT OF THE GUARANTEED OBLIGATIONS, OR ANY PART
THEREOF, THAT DILIGENT INQUIRY WOULD REVEAL, AND EACH GUARANTOR HEREBY AGREES
THAT NONE OF THE HOLDERS OF SECURED OBLIGATIONS OR THE ADMINISTRATIVE AGENT
SHALL HAVE ANY DUTY TO ADVISE SUCH GUARANTOR OF INFORMATION KNOWN TO ANY OF THEM
REGARDING SUCH CONDITION OR ANY SUCH CIRCUMSTANCES.
IN THE EVENT ANY HOLDER OF
SECURED OBLIGATIONS OR THE ADMINISTRATIVE AGENT, IN ITS SOLE DISCRETION,
UNDERTAKES AT ANY TIME OR FROM TIME TO TIME TO PROVIDE ANY SUCH INFORMATION TO A
GUARANTOR, SUCH HOLDER OF SECURED OBLIGATIONS OR THE ADMINISTRATIVE AGENT SHALL
BE UNDER NO OBLIGATION (I) TO UNDERTAKE ANY INVESTIGATION NOT A PART OF ITS
REGULAR BUSINESS ROUTINE, (II) TO DISCLOSE ANY INFORMATION WHICH SUCH HOLDER OF
SECURED OBLIGATIONS OR THE ADMINISTRATIVE AGENT, PURSUANT TO ACCEPTED OR
REASONABLE COMMERCIAL FINANCE OR BANKING PRACTICES, WISHES TO MAINTAIN
CONFIDENTIAL OR (III) TO MAKE ANY OTHER OR FUTURE DISCLOSURES OF SUCH
INFORMATION OR ANY OTHER INFORMATION TO SUCH GUARANTOR.
SECTION 19.
SEVERABILITY.
WHEREVER POSSIBLE, EACH PROVISION OF THIS
GUARANTY SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER
APPLICABLE LAW, BUT IF ANY PROVISION OF THIS GUARANTY SHALL BE PROHIBITED BY OR
INVALID UNDER SUCH LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO THE EXTENT OF
SUCH PROHIBITION OR INVALIDITY WITHOUT INVALIDATING THE REMAINDER OF SUCH
PROVISION OR THE REMAINING PROVISIONS OF THIS GUARANTY.
SECTION 20.
MERGER.
THIS GUARANTY REPRESENTS THE FINAL AGREEMENT OF
EACH OF THE GUARANTORS WITH RESPECT TO THE MATTERS CONTAINED HEREIN AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR OR
10
CONTEMPORANEOUS AGREEMENTS, OR SUBSEQUENT ORAL AGREEMENTS, BETWEEN EACH SUCH
GUARANTOR AND ANY HOLDER OF SECURED OBLIGATIONS OR THE ADMINISTRATIVE AGENT.
SECTION 21.
HEADINGS.
SECTION HEADINGS IN THIS GUARANTY ARE FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL NOT GOVERN THE INTERPRETATION OF ANY
PROVISION OF THIS GUARANTY.
SECTION 22.
JUDGMENT CURRENCY.
FOR THE PURPOSES OF OBTAINING JUDGMENT
IN ANY COURT IT IS NECESSARY TO CONVERT A SUM DUE FROM ANY GUARANTOR HEREUNDER
IN THE CURRENCY EXPRESSED TO BE PAYABLE HEREIN (THE "SPECIFIED CURRENCY") INTO
ANOTHER CURRENCY, THE PARTIES HERETO AGREE, TO THE FULLEST EXTENT THAT THEY MAY
EFFECTIVELY DO SO, THAT THE RATE OF EXCHANGE USED SHALL BE THAT AT WHICH IN
ACCORDANCE WITH NORMAL BANKING PROCEDURES THE ADMINISTRATIVE AGENT COULD
PURCHASE THE SPECIFIED CURRENCY WITH SUCH OTHER CURRENCY AT THE ADMINISTRATIVE
AGENT'S MAIN NEW YORK OFFICE ON THE BUSINESS DAY PRECEDING THAT ON WHICH FINAL,
NON-APPEALABLE JUDGMENT IS GIVEN.
THE OBLIGATIONS OF EACH GUARANTOR IN RESPECT
OF ANY SUM DUE HEREUNDER SHALL, NOTWITHSTANDING ANY JUDGMENT IN A CURRENCY OTHER
THAN THE SPECIFIED CURRENCY, BE DISCHARGED ONLY TO THE EXTENT THAT ON THE
BUSINESS DAY FOLLOWING RECEIPT BY ANY HOLDER OF SECURED OBLIGATIONS (INCLUDING
THE ADMINISTRATIVE AGENT), AS THE CASE MAY BE,