CASE SUCH REPRESENTATIONS AND WARRANTIES SHALL BE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS (OR, WITH RESPECT TO REPRESENTATIONS AND
WARRANTIES QUALIFIED BY A MATERIALITY OR A MATERIAL ADVERSE EFFECT STANDARD, IN
ALL RESPECTS) TO THE EXTENT SET FORTH THEREIN AS OF SUCH EARLIER DATE, AS IF
MADE BY SUCH GUARANTOR HEREIN; PROVIDED THAT EACH REFERENCE IN EACH SUCH
REPRESENTATION AND WARRANTY TO THE BORROWER'S KNOWLEDGE SHALL, FOR THE PURPOSES
OF THIS SECTION 13, BE DEEMED TO BE A REFERENCE TO SUCH GUARANTOR'S KNOWLEDGE.
14.AMENDMENTS; ETC. SUBJECT TO THE INTERCREDITOR AGREEMENT, NONE OF THE TERMS OR
PROVISIONS OF THIS GUARANTY MAY BE WAIVED, AMENDED, SUPPLEMENTED OR OTHERWISE
MODIFIED, NOR ANY CONSENT BE GIVEN, EXCEPT IN ACCORDANCE WITH SECTION 10.01 OF
THE CREDIT AGREEMENT.
15.NOTICES. ALL NOTICES AND COMMUNICATIONS HEREUNDER OR UNDER ANY JOINDER
AGREEMENT AS SET FORTH IN SECTION 19 SHALL BE GIVEN TO THE ADDRESSES AND
OTHERWISE MADE IN ACCORDANCE WITH SECTION 10.02 OF THE CREDIT AGREEMENT;
PROVIDED THAT NOTICES AND COMMUNICATIONS TO THE GUARANTORS SHALL BE DIRECTED TO
THE GUARANTORS AT THE ADDRESS OF THE BORROWER SET FORTH IN SECTION 10.02 OF THE
CREDIT AGREEMENT.
16.EXPENSES; INDEMNIFICATION AND SURVIVAL. WITHOUT LIMITATION ON ANY OTHER
OBLIGATIONS OF EACH GUARANTOR OR REMEDIES OF THE ADMINISTRATIVE AGENT OR ANY
OTHER GUARANTEED PARTY UNDER THIS GUARANTY, EACH GUARANTOR SHALL, TO THE FULLEST
EXTENT PERMITTED BY
8
REQUIREMENT OF LAW, INDEMNIFY, DEFEND AND SAVE AND HOLD HARMLESS THE
ADMINISTRATIVE AGENT AND EACH OTHER GUARANTEED PARTY FROM AND AGAINST, AND SHALL
PAY ON DEMAND, ANY AND ALL DAMAGES, LOSSES, LIABILITIES AND OUT-OF-POCKET
EXPENSES (INCLUDING ATTORNEYS' FEES AND EXPENSES) THAT MAY BE SUFFERED OR
INCURRED BY THE ADMINISTRATIVE AGENT OR ANY OTHER GUARANTEED PARTY IN CONNECTION
WITH OR AS A RESULT OF ANY FAILURE OF ANY GUARANTEED OBLIGATIONS TO BE THE
LEGAL, VALID AND BINDING OBLIGATIONS OF THE BORROWER ENFORCEABLE AGAINST THE
BORROWER IN ACCORDANCE WITH THEIR TERMS. THE OBLIGATIONS OF SUCH GUARANTOR UNDER
THIS PARAGRAPH SHALL SURVIVE THE PAYMENT IN FULL OF THE GUARANTEED OBLIGATIONS
AND TERMINATION OF THIS GUARANTY IN ACCORDANCE WITH ITS TERMS.
17.RIGHT OF SETOFF; GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF
JURY TRIAL; JUDGMENT CURRENCY. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. WITHOUT LIMITING THE
GENERAL APPLICABILITY OF THE FOREGOING AND THE TERMS OF THE OTHER LOAN DOCUMENTS
TO THIS GUARANTY AND THE PARTIES HERETO, THE TERMS OF SECTIONS 10.08, 10.14,
10.15 AND 10.18 OF THE CREDIT AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE,
MUTATIS MUTANDIS, WITH EACH REFERENCE TO THE "BORROWER" THEREIN (WHETHER EXPRESS
OR BY REFERENCE TO THE BORROWER AS A "PARTY" THERETO) BEING A REFERENCE TO THE
GUARANTORS, AND THE PARTIES HERETO AGREE TO SUCH TERMS.
18.COUNTERPARTS; ELECTRONIC EXECUTION. THIS GUARANTY MAY BE EXECUTED IN
COUNTERPARTS (AND BY DIFFERENT PARTIES HERETO IN DIFFERENT COUNTERPARTS), EACH
OF WHICH SHALL CONSTITUTE AN ORIGINAL, BUT ALL OF WHICH WHEN TAKEN TOGETHER
SHALL CONSTITUTE A SINGLE CONTRACT. DELIVERY OF AN EXECUTED COUNTERPART OF A
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