COUNSEL) IN ANY WAY RELATING TO THE
ENFORCEMENT OR PROTECTION OF THE HOLDERS' OF OBLIGATIONS RIGHTS UNDER THIS
GUARANTY, INCLUDING ANY INCURRED IN THE PRESERVATION, PROTECTION OR ENFORCEMENT
OF ANY RIGHTS OF THE HOLDERS OF OBLIGATIONS IN ANY CASE COMMENCED BY OR AGAINST
SUCH GUARANTOR UNDER CHAPTER 11 OF THE BANKRUPTCY CODE OF THE UNITED STATES OR
ANY SIMILAR OR SUCCESSOR STATUTE; PROVIDED, THAT NO FOREIGN GUARANTOR SHALL BE
LIABLE FOR ANY EXPENSES IN ANY WAY RELATED TO THE ENFORCEMENT OR PROTECTION OF
THE RIGHTS OF THE HOLDERS OF OBLIGATIONS HEREUNDER AGAINST ANY DOMESTIC
GUARANTOR. THE OBLIGATIONS OF EACH GUARANTOR UNDER THE PRECEDING SENTENCE SHALL
SURVIVE TERMINATION OF THIS GUARANTY.
13.
AMENDMENTS. NO PROVISION OF THIS GUARANTY MAY BE WAIVED, AMENDED,
SUPPLEMENTED OR MODIFIED, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY THE
ADMINISTRATIVE AGENT AND EACH GUARANTOR.
14.
NO WAIVER; ENFORCEABILITY. NO FAILURE BY THE HOLDERS OF OBLIGATIONS
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. 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. THE
OBLIGATIONS HEREUNDER SHALL NOT BE AFFECTED, LIMITED OR IMPAIRED BY ANY ACTS OF
ANY LEGISLATIVE BODY OR GOVERNMENTAL AUTHORITY AFFECTING ANY BORROWER, INCLUDING
BUT NOT LIMITED TO, ANY RESTRICTIONS ON OR REGARDING THE CONVERSION OF CURRENCY
OR REPATRIATION OR CONTROL OF FUNDS OR ANY TOTAL OR PARTIAL EXPROPRIATION OF ANY
BORROWER'S PROPERTY, OR BY ANY ECONOMIC, POLITICAL, REGULATORY OR OTHER EVENTS
IN THE COUNTRIES WHERE SUCH BORROWER IS LOCATED.
15.
BINDING EFFECT; ASSIGNMENT. THIS GUARANTY SHALL (A) BIND EACH
GUARANTOR AND ITS SUCCESSORS AND ASSIGNS; PROVIDED, THAT NO GUARANTOR MAY ASSIGN
ITS RIGHTS OR OBLIGATIONS UNDER THIS GUARANTY WITHOUT THE PRIOR WRITTEN CONSENT
OF EACH LENDER (AND ANY ATTEMPTED ASSIGNMENT WITHOUT SUCH CONSENT SHALL BE VOID)
AND (B) INURE TO THE BENEFIT OF THE ADMINISTRATIVE AGENT AND THE HOLDERS OF
OBLIGATIONS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS AND ANY HOLDER OF
OBLIGATIONS MAY, SUBJECT TO THE TERMS AND CONDITIONS OF THE CREDIT AGREEMENT,
WITHOUT NOTICE TO THE GUARANTOR AND WITHOUT AFFECTING THE GUARANTOR'S
OBLIGATIONS HEREUNDER, ASSIGN OR SELL PARTICIPATIONS IN THE GUARANTEED
OBLIGATIONS AND THIS GUARANTY, IN WHOLE OR IN PART. EACH GUARANTOR AGREES THAT
THE ADMINISTRATIVE AGENT OR ANY HOLDER OF OBLIGATIONS MAY, SUBJECT TO THE TERMS
AND CONDITIONS OF THE CREDIT AGREEMENT, DISCLOSE TO ANY PROSPECTIVE PURCHASER OF
ALL OR PART OF THE GUARANTEED OBLIGATIONS ANY AND ALL INFORMATION IN SUCH
PERSON'S POSSESSION CONCERNING SUCH GUARANTOR, THIS GUARANTY AND ANY SECURITY
FOR THIS GUARANTY.
16.
CONDITION OF THE BORROWERS. EACH GUARANTOR ACKNOWLEDGES AND AGREES
THAT IT HAS THE SOLE RESPONSIBILITY FOR, AND HAS ADEQUATE MEANS OF, OBTAINING
FROM EACH BORROWER SUCH INFORMATION