NOTICES IN
SECTION 12. NOTHING IN THIS GUARANTY WILL AFFECT THE RIGHT OF ANY PARTY HERETO
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. WITHOUT
LIMITING THE FOREGOING, EACH OF THE GUARANTORS HEREBY APPOINTS, IN THE CASE OF
ANY SUCH ACTION OR PROCEEDING BROUGHT IN THE COURTS OF OR IN THE STATE OF NEW
YORK, CT CORPORATION, WITH OFFICES ON THE DATE HEREOF AT 111 EIGHTH AVENUE, NEW
YORK, NEW YORK 10011, TO RECEIVE FOR IT AND ON ITS BEHALF, SERVICE OF PROCESS IN
THE STATE OF NEW YORK WITH RESPECT THERETO; PROVIDED, THAT, THE GUARANTORS
MAY APPOINT ANY OTHER PERSON, REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT,
WITH OFFICES IN THE STATE OF NEW YORK TO REPLACE SUCH AGENT FOR SERVICE OF
PROCESS UPON
G-16
DELIVERY TO THE ADMINISTRATIVE AGENT OF A REASONABLY ACCEPTABLE AGREEMENT OF
SUCH NEW AGENT AGREEING SO TO ACT.
SECTION 20.
Waiver of Jury Trial. EACH PARTY
HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER GUARANTOR
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (a) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER
GUARANTOR DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 20.
SECTION 21.
California Judicial Reference. If
any action or proceeding is filed in a court of the State of California by or
against any party hereto in connection with any of the transactions contemplated
by this Guaranty or any other Guarantor Document, (a) the court shall, and is
hereby directed to, make a general reference pursuant to California Code of
Civil Procedure Section 638 to a referee (who shall be a single active or
retired judge) to hear and determine all of the issues in such action or
proceeding (whether of fact or of law) and to report a statement of decision;
provided, that, at the option of any party to such proceeding, any such issues
pertaining to a "provisional remedy" as defined in California Code of Civil
Procedure Section 1281.8 shall be heard and determined by the court, and
(b) without limiting the generality of Section 10.04 of the Credit Agreement,
the Guarantors shall be solely responsible to pay all fees and expenses of any
referee appointed in such action or proceeding.
SECTION 22.
Entire Agreement; Amendments and
Waivers.
This Guaranty together with the other Guarantor Documents embodies the
entire, final agreement of each Guarantor with respect to the matters set forth
herein and supersedes all prior or contemporaneous agreements and understandings
of