of this Section 12 shall be null and void; and in the
event of an assignment of any amounts payable under the Loan Agreement, any Swap
Agreement or the other Loan Documents in accordance with the respective terms
thereof, the rights hereunder, to the extent applicable to the indebtedness so
assigned, may be transferred with such indebtedness. This Guaranty shall be
binding upon each of the Guarantors and their respective successors and assigns.
Article XLChanges in Writing; Releases. Other than in connection with the
addition of additional Subsidiaries, which become parties hereto by executing a
supplement hereto in the form attached as Annex I, or the release of any
Guarantor pursuant to this Section or Section 5.09 of the Loan Agreement,
neither this Guaranty nor any provision hereof may be changed, waived,
discharged or terminated orally, but only in writing signed by each of the
Guarantors and the Administrative Agent with the consent of the Required Lenders
under the Loan Agreement. The Borrower may request that any Guarantor cease to
be a Guarantor hereunder and be released and discharged from its obligations
under this Guaranty if the Equity Interests of such Guarantor are being sold in
a transaction expressly permitted by the terms of the Loan Agreement or if such
Guarantor ceases to be a Significant Subsidiary, and upon such request the
Administrative Agent, on behalf of itself and the Lenders, shall promptly
deliver to the Borrower and the applicable Guarantor a written confirmation of
such release and discharge.
Article XLIGOVERNING LAW. THIS GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAW OF THE STATE OF GEORGIA.
Article XLIICONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL; IMMUNITY.
CONSENT TO JURISDICTION. EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY
SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THE
SUPERIOR COURT OF FULTON COUNTY, GEORGIA, AND OF THE UNITED STATES DISTRICT
COURT FOR THE NORTHERN DISTRICT OF GEORGIA, AND ANY APPELLATE COURTS FROM ANY
THEREOF IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY,
OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. IN ANY ACTION OR PROCEEDING
IN THE SUPERIOR COURT OF FULTON COUNTY, GEORGIA, EACH PARTY AGREES TO SUBMIT ANY
SUCH ACTION OR PROCEEDING TO THE BUSINESS CASE DIVISION OF THE SUPERIOR COURT OF
FULTON COUNTY, GEORGIA (THE "GEORGIA BUSINESS COURT"); PROVIDED, HOWEVER, THAT
IF THE DISPUTE OR CLAIM IS NOT ACCEPTED FOR ADJUDICATION BY THE GEORGIA BUSINESS
COURT, VENUE AND JURISDICTION SHALL REMAIN VESTED IN THE SUPERIOR COURT OF
FULTON COUNTY, GEORGIA, BUT ANY PARTY MAY SEEK REMOVAL OF SUCH ACTION OR
PROCEEDING (WHERE PERMITTED BY APPLICABLE FEDERAL LAW) TO THE UNITED STATES
DISTRICT COURT FOR THE NORTHERN DISTRICT OF GEORGIA. EACH OF THE PARTIES HERETO
AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR
IN ANY OTHER MANNER PROVIDED BY LAW.