upon such Capital Stock except as contemplated by
subclause (iii) of this sentence (and no right or option to acquire the same
exists in favor of any other Person), (ii) Guarantor does not beneficially own
any Capital Stock of the Company other than that identified on Annex A hereto,
and (iii) as of the date hereof, Guarantor is contractually prohibited from
pledging any of the shares of Capital Stock of the Company that he beneficially
owns. Guarantor hereby covenants and agrees that, if, at any time
6
prior to the date on which all Guaranteed Obligations shall have been finally
paid and satisfied in full, the contractual prohibition identified in subclause
(iii) of the preceding sentence shall cease to be in effect, Guarantor shall
provide prompt written notice to the Agent to that effect.
(B) Until the earlier of (i) the date on which all Guaranteed Obligations shall
have been finally paid and satisfied in full, and (ii) the date on which, by
virtue of subclause (A) of Section 11 hereof, the Guarantor has no further
liability hereunder, the Guarantor shall at all times be the sole beneficial
owner of all of the Capital Stock of the Company identified on Annex A hereto
(together with all Capital Stock of the Company hereafter acquired by the
Guarantor, the "Restricted Stock") and shall not create or permit to exist any
mortgage, pledge, or other Lien or encumbrance of any kind (or grant or permit
to exist any right or option to acquire the same to any other Person) on the
Restricted Stock.
13. Miscellaneous.
(A) Assignment. The provisions of this Guaranty shall inure to the benefit of
the shall inure to the benefit of the successors and assigns of the Agent and
the Lenders. The Guarantor may not assign or otherwise transfer any of his
rights or obligations hereunder without the prior written consent of each Lender
(and any attempted assignment or transfer by the Guarantor without such consent
shall be null and void.
(B) Amendments. This Guaranty may be amended, and the observance of any term
hereof may be waived (either retroactively or prospectively), with (and only
with) the written consent of the Guarantor and the Agent (acting at the
direction of the Required Lenders).
(C) Applicable Law. THE VALIDITY AND INTERPRETATION OF THIS GUARANTY, AND THE
TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED WHOLLY THEREIN, WITHOUT GIVING EFFECT TO ANY PROVISIONS
THEREOF RELATING TO CONFLICTS OF LAW.
(D) Waiver of Jury Trial. EACH OF THE GUARANTOR AND THE AGENT HEREBY AGREES TO
WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS GUARANTY OR ANY OF THE OTHER OPERATIVE
DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS
FINANCING TRANSACTION OR THE RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE