SUCCESSORS AND ASSIGNS AND (C) INURE TO
THE BENEFIT OF, AND BE ENFORCEABLE BY, THE TRUSTEE AND ANY HOLDER AND THEIR
SUCCESSORS, TRANSFEREES, AND ASSIGNS.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING CLAUSE (C), ANY HOLDER MAY ASSIGN OR OTHERWISE TRANSFER ALL OR ANY
PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THE INDENTURE TO ANY OTHER PERSONS
TO THE EXTENT AND IN THE MANNER PROVIDED IN THE INDENTURE AND MAY SIMILARLY
TRANSFER ALL OR ANY PORTION OF ITS RIGHTS UNDER THIS GUARANTY TO SUCH PERSONS.
SECTION 19.
REAFFIRMATION.
EACH GUARANTOR AGREES THAT WHEN SO
REASONABLY REQUESTED BY THE TRUSTEE OR ANY HOLDER FROM TIME TO TIME IT WILL
PROMPTLY EXECUTE AND DELIVER TO THE TRUSTEE OR SUCH HOLDER A WRITTEN
REAFFIRMATION OF THIS GUARANTY IN SUCH FORM AS THE TRUSTEE OR SUCH HOLDER MAY
REASONABLY REQUIRE.
SECTION 20.
REVOCATION.
NOTWITHSTANDING ANY OTHER PROVISION HEREOF,
A GUARANTOR MAY REVOKE THIS GUARANTY AS TO SUCH GUARANTOR PROSPECTIVELY AS TO
FUTURE TRANSACTIONS BY WRITTEN NOTICE TO THAT EFFECT ACTUALLY RECEIVED BY THE
TRUSTEE AND EACH HOLDER.
NO SUCH REVOCATION SHALL RELEASE, IMPAIR OR AFFECT IN
ANY MANNER ANY LIABILITY HEREUNDER WITH RESPECT TO OBLIGATIONS CREATED,
CONTRACTED, ASSUMED OR INCURRED PRIOR TO RECEIPT BY THE TRUSTEE AND EACH HOLDER
OF WRITTEN NOTICE OF REVOCATION, OR OBLIGATIONS CREATED, CONTRACTED, ASSUMED OR
INCURRED AFTER RECEIPT OF SUCH NOTICE PURSUANT TO ANY CONTRACT ENTERED INTO BY
THE TRUSTEE OR ANY HOLDER PRIOR TO RECEIPT OF SUCH NOTICE, OR ANY RENEWALS OR
EXTENSIONS THEREOF, THERETOFORE OR THEREAFTER MADE, OR ANY INTEREST ACCRUED OR
ACCRUING ON SUCH OBLIGATIONS, OR ALL OTHER COSTS, EXPENSES AND REASONABLE
ATTORNEYS' FEES ARISING FROM SUCH OBLIGATIONS.
SECTION 21.
GOVERNING LAW AND CONSTRUCTION.
THE VALIDITY,
CONSTRUCTION AND ENFORCEABILITY OF THIS GUARANTY SHALL BE GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES
THEREOF.
WHENEVER POSSIBLE, EACH PROVISION OF THIS GUARANTY AND ANY OTHER
STATEMENT, INSTRUMENT OR TRANSACTION CONTEMPLATED
7
HEREBY OR RELATING HERETO SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE
AND VALID UNDER SUCH APPLICABLE LAW, BUT, IF ANY PROVISION OF THIS GUARANTY OR
ANY OTHER STATEMENT, INSTRUMENT OR TRANSACTION CONTEMPLATED HEREBY OR RELATING
HERETO SHALL BE HELD TO BE PROHIBITED OR INVALID UNDER SUCH APPLICABLE LAW, SUCH
PROVISION SHALL BE INEFFECTIVE ONLY TO THE EXTENT OF SUCH PROHIBITION OR
INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE
REMAINING PROVISIONS OF THIS GUARANTY OR ANY OTHER STATEMENT, INSTRUMENT OR
TRANSACTION CONTEMPLATED HEREBY OR RELATING HERETO.
SECTION 22.
CONSENT TO JURISDICTION.
AT THE OPTION OF THE HOLDERS,
THIS GUARANTY MAY BE ENFORCED IN ANY FEDERAL COURT OR STATE COURT SITTING IN NEW
YORK, NEW YORK; AND EACH GUARANTOR CONSENTS TO THE JURISDICTION AND VENUE OF ANY
SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT.
IN THE EVENT A GUARANTOR COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE
UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE
RELATIONSHIP CREATED BY THIS GUARANTY, THE