GUARANTY BY TELECOPY OR OTHER ELECTRONIC IMAGING MEANS
(E.G., "PDF" OR "TIF") SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED
COUNTERPART OF THIS GUARANTY.
19.ADDITIONAL GUARANTORS. AT ANY TIME AFTER THE DATE OF THIS GUARANTY, ONE OR
MORE ADDITIONAL PERSONS MAY BECOME A PARTY HERETO BY EXECUTING AND DELIVERING TO
THE ADMINISTRATIVE AGENT A JOINDER AGREEMENT PURSUANT TO SECTION 6.22 OF THE
CREDIT AGREEMENT. IMMEDIATELY UPON SUCH EXECUTION AND DELIVERY OF SUCH JOINDER
AGREEMENT (AND WITHOUT ANY FURTHER ACTION), EACH SUCH ADDITIONAL PERSON WILL
BECOME A PARTY TO THIS GUARANTY AS A "GUARANTOR" AND HAVE ALL OF THE RIGHTS AND
OBLIGATIONS OF A GUARANTOR HEREUNDER AND THIS
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GUARANTY SHALL BE DEEMED AMENDED BY SUCH JOINDER AGREEMENT. ATTACHED HERETO AS
EXHIBIT A IS A FORM OF JOINDER AGREEMENT.
20.MISCELLANEOUS. NO FAILURE BY ANY GUARANTEED PARTY TO EXERCISE, AND NO DELAY
IN EXERCISING, ANY RIGHT, REMEDY OR POWER HEREUNDER SHALL OPERATE AS A WAIVER
THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, REMEDY OR POWER
HEREUNDER PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY
OTHER RIGHT, POWER OR REMEDY. THE REMEDIES HEREIN PROVIDED ARE CUMULATIVE AND
NOT EXCLUSIVE OF ANY REMEDIES PROVIDED BY LAW OR IN EQUITY. THE UNENFORCEABILITY
OR INVALIDITY OF ANY PROVISION OF THIS GUARANTY SHALL NOT AFFECT THE
ENFORCEABILITY OR VALIDITY OF ANY OTHER PROVISION HEREIN. UNLESS OTHERWISE
AGREED BY THE ADMINISTRATIVE AGENT AND EACH GUARANTOR IN WRITING, THIS GUARANTY
IS NOT INTENDED TO SUPERSEDE OR OTHERWISE AFFECT ANY OTHER GUARANTY NOW OR
HEREAFTER GIVEN BY ANY GUARANTOR OR ANY OTHER GUARANTOR FOR THE BENEFIT OF THE
GUARANTEED PARTIES OR ANY TERM OR PROVISION THEREOF.
21.ACKNOWLEDGMENTS. EACH GUARANTOR HEREBY ACKNOWLEDGES THAT (A) IT HAS BEEN
ADVISED BY COUNSEL IN THE NEGOTIATION, EXECUTION AND DELIVERY OF THIS GUARANTY
AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY AND (B) IT HAS RECEIVED A
COPY OF THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS AND HAS REVIEWED AND
UNDERSTANDS THE SAME.
22.TERMINATION; RELEASE.
(a)
At such time as the Loans and the other Obligations (other than
contingent indemnification obligations) shall have been paid in full, the
Commitments under the Credit Agreement have been terminated or expired, this
Guaranty and all obligations (other than those expressly stated to survive such
termination or as may be reinstated after such termination) of the
Administrative Agent and each Guarantor hereunder shall terminate, all without
delivery of any instrument or performance of any act by any party.
(b)
At the request and sole expense of the Borrower, a Guarantor shall be
released from its obligations hereunder in the event that all the Stock and
Stock Equivalents in such Guarantor shall be sold or otherwise disposed of in a
transaction permitted by the Credit Agreement; provided that the Borrower shall
have delivered to the Administrative Agent, at least three (3) Business Days (or
such lesser period permitted in writing by the Administrative Agent) prior to
the date of the proposed release, a written request for