IN ANY OTHER MANNER
PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION.
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(G)
EXCEPT AS PROHIBITED BY LAW, EACH GUARANTOR
HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY
SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF
ANY KIND OR NATURE WHATSOEVER OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO,
ACTUAL DAMAGES.
EACH GUARANTOR CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF THE ADMINISTRATIVE AGENT OR THE LENDERS HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT THE ADMINISTRATIVE AGENT OR THE LENDERS WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER.
THE SCOPE OF THIS
WAIVER IS INTENDED TO BE ALL - ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE
FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION,
INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.
(H)
EACH GUARANTOR HERETO ACKNOWLEDGES THAT THE
WAIVERS SET FORTH IN THIS SECTION 29 CONSTITUTE A MATERIAL INDUCEMENT TO ENTER
INTO A BUSINESS RELATIONSHIP, THAT THE ADMINISTRATIVE AGENT, THE LENDERS AND
EACH PARTY HAS ALREADY RELIED ON THESE WAIVERS IN ENTERING INTO OR ACCEPTING THE
BENEFITS OF THIS GUARANTEE, AND THAT EACH WILL CONTINUE TO RELY ON THESE WAIVERS
IN THEIR RELATED FUTURE DEALINGS.
EACH GUARANTOR HERETO FURTHER WARRANTS AND
REPRESENTS THAT IT HAS REVIEWED THESE WAIVERS WITH ITS LEGAL COUNSEL AND
KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
WITH LEGAL COUNSEL.
(I)
THE WAIVERS SET FORTH IN THIS SECTION 29
ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN
WRITING, AND THESE WAIVERS SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS GUARANTEE OR ANY OF THE OTHER CREDIT
DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO ANY TRANSACTION
ENTERED INTO HEREUNDER OR THEREUNDER.
IN THE EVENT OF LITIGATION, THIS
GUARANTEE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
30.
TAXES.
The provisions of Section 2.14 of the Credit Agreement shall be equally
applicable to each Guarantor and any payments made under this Guarantee.
31.
RECITALS.
The recital and introductory paragraphs hereof are a part hereof, form a basis
for this Guarantee and shall be considered prima facie evidence of the facts and
documents referred to therein.
32.
COUNTERPARTS.
This Guarantee may be executed in any number of counterparts and by different
parties hereto in separate counterparts (including by facsimile), each of which
when so executed shall be deemed to be an original and all of which when taken
together shall constitute one and the same agreement.
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33.
DISCRETION.
Reference herein or in any Credit Document to the Administrative Agent's or the
Lenders' discretion shall mean, unless otherwise stated herein or therein, the
Administrative Agent's or the Lenders' sole and absolute discretion, and the
exercise of such discretion shall be final and conclusive.
In addition,
whenever (a) either the Administrative