COPIES OF THIS GUARANTEE SIGNED BY ALL
THE PARTIES SHALL BE LODGED WITH THE ADMINISTRATIVE AGENT AND THE BORROWER.
14.
SEVERABILITY.
ANY PROVISION OF THIS
GUARANTEE THAT 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 HEREOF, AND ANY
SUCH PROHIBITION OR UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR
RENDER UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
THE PARTIES
HERETO SHALL ENDEAVOR IN GOOD-FAITH NEGOTIATIONS TO REPLACE THE INVALID, ILLEGAL
OR UNENFORCEABLE PROVISIONS WITH VALID PROVISIONS THE ECONOMIC EFFECT OF WHICH
COMES AS CLOSE AS POSSIBLE TO THAT OF THE INVALID, ILLEGAL OR UNENFORCEABLE
PROVISIONS.
15.
INTEGRATION.
THIS GUARANTEE REPRESENTS THE
AGREEMENT OF EACH GUARANTOR AND THE ADMINISTRATIVE AGENT WITH RESPECT TO THE
SUBJECT MATTER HEREOF, AND THERE ARE NO PROMISES, UNDERTAKINGS, REPRESENTATIONS
OR WARRANTIES BY THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY RELATIVE TO
THE SUBJECT MATTER HEREOF NOT EXPRESSLY SET FORTH OR REFERRED TO HEREIN OR IN
THE OTHER CREDIT DOCUMENTS.
16.
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 AFFECTED GUARANTOR(S) AND THE ADMINISTRATIVE
AGENT IN ACCORDANCE WITH SECTION 13.1 OF THE CREDIT AGREEMENT.
(B)
NEITHER THE ADMINISTRATIVE AGENT NOR ANY
OTHER SECURED PARTY SHALL BY ANY ACT (EXCEPT BY A WRITTEN INSTRUMENT PURSUANT TO
SECTION 16(A) HEREOF), 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 HEREOF.
NO FAILURE TO EXERCISE, NOR ANY DELAY IN EXERCISING, ON THE PART OF THE
ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY, ANY RIGHT, POWER OR PRIVILEGE
HEREUNDER SHALL OPERATE AS A WAIVER THEREOF.
NO SINGLE OR PARTIAL EXERCISE OF
ANY RIGHT, 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 THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY OF ANY RIGHT OR
REMEDY HEREUNDER ON ANY ONE OCCASION SHALL NOT BE CONSTRUED AS A BAR TO ANY
RIGHT OR REMEDY THAT THE ADMINISTRATIVE AGENT OR ANY SECURED PARTY WOULD
OTHERWISE HAVE ON ANY FUTURE OCCASION.
(C)
THE RIGHTS, REMEDIES, POWERS AND PRIVILEGES
HEREIN PROVIDED ARE CUMULATIVE, MAY BE EXERCISED SINGLY OR CONCURRENTLY AND ARE
NOT EXCLUSIVE OF ANY OTHER RIGHTS OR REMEDIES PROVIDED BY LAW.
17.
SECTION HEADINGS.
THE SECTION HEADINGS USED
IN THIS GUARANTEE ARE FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT TO AFFECT
THE CONSTRUCTION HEREOF OR BE TAKEN INTO CONSIDERATION IN THE INTERPRETATION
HEREOF.
8
18.
SUCCESSORS AND ASSIGNS.
THIS GUARANTEE
SHALL BE BINDING UPON THE SUCCESSORS AND ASSIGNS OF EACH GUARANTOR AND SHALL
INURE TO THE BENEFIT OF THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES
AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS EXCEPT THAT