SHALL BE JOINT AND SEVERAL AND THE JOINT AND SEVERAL OBLIGATIONS OF EACH
GUARANTOR UNDER THIS GUARANTEE AND THE OTHER CREDIT DOCUMENTS (A) (I) SHALL BE
ABSOLUTE AND UNCONDITIONAL AND SHALL REMAIN IN FULL FORCE AND EFFECT (OR BE
REINSTATED) UNTIL ALL THE GUARANTEE OBLIGATIONS SHALL HAVE BEEN SATISFIED AND
THE EXPIRATION OF ANY APPLICABLE PREFERENCE OR SIMILAR PERIOD PURSUANT TO ANY
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAW, OR AT LAW OR
IN EQUITY, WITHOUT ANY CLAIM HAVING BEEN MADE BEFORE THE EXPIRATION OF SUCH
PERIOD ASSERTING AN INTEREST IN ALL OR ANY PART OF ANY PAYMENT(S) RECEIVED BY
THE ADMINISTRATIVE AGENT OR THE LENDERS, AND (II) UNTIL SUCH PAYMENT HAS BEEN
MADE AND SUCH OBLIGATIONS SATISFIED, SHALL NOT BE DISCHARGED, AFFECTED, MODIFIED
OR IMPAIRED ON THE HAPPENING FROM TIME TO TIME OF ANY EVENT, INCLUDING, WITHOUT
LIMITATION, ANY OF THE FOLLOWING, WHETHER OR NOT WITH NOTICE TO OR THE CONSENT
OF THE BORROWERS, THE GUARANTORS, THE PLEDGORS OR ANY OTHER CREDIT PARTY,
(A) THE WAIVER, COMPROMISE, SETTLEMENT, RELEASE, TERMINATION OR AMENDMENT
(INCLUDING, WITHOUT LIMITATION, ANY EXTENSION OR POSTPONEMENT OF THE TIME FOR
PAYMENT OR PERFORMANCE OR RENEWAL OR REFINANCING) OF ANY OR ALL OF THE
OBLIGATIONS OR AGREEMENTS OF ANY BORROWER, GUARANTOR, PLEDGOR OR ANY OTHER
CREDIT PARTY UNDER THE CREDIT AGREEMENT OR ANY CREDIT DOCUMENT, (B) THE FAILURE
TO GIVE NOTICE TO
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THE BORROWERS, THE GUARANTORS, THE PLEDGORS OR ANY OTHER CREDIT PARTY OF THE
OCCURRENCE OF AN EVENT OF DEFAULT UNDER ANY OF THE CREDIT DOCUMENTS, (C) THE
RELEASE, SUBSTITUTION OR EXCHANGE BY THE ADMINISTRATIVE AGENT OR THE LENDERS OF
ANY OR ALL OF THE COLLATERAL, PLEDGED COLLATERAL OR ANY COLLATERAL, PROPERTY OR
SECURITY FOR THE GUARANTEE OR THE GUARANTEE OBLIGATIONS (IN EACH CASE, WHETHER
WITH OR WITHOUT CONSIDERATION) OR THE ACCEPTANCE BY THE ADMINISTRATIVE AGENT OR
THE LENDERS OF ANY ADDITIONAL COLLATERAL OR THE AVAILABILITY OR CLAIMED
AVAILABILITY OF ANY OTHER COLLATERAL OR SOURCE OF REPAYMENT OR ANY NONPERFECTION
OR OTHER IMPAIRMENT OF COLLATERAL, (D) THE RELEASE OF ANY PERSON PRIMARILY OR
SECONDARILY LIABLE FOR ALL OR ANY PART OF THE OBLIGATIONS OR THE GUARANTEE
OBLIGATIONS, WHETHER BY THE ADMINISTRATIVE AGENT, THE LENDERS OR IN CONNECTION
WITH ANY VOLUNTARY OR INVOLUNTARY LIQUIDATION, DISSOLUTION, RECEIVERSHIP,
INSOLVENCY, BANKRUPTCY, ASSIGNMENT FOR THE BENEFIT OF CREDITORS OR SIMILAR EVENT
OR PROCEEDING AFFECTING ANY OR ALL OF THE BORROWERS, THE GUARANTORS, THE
PLEDGORS, ANY OTHER CREDIT PARTY OR ANY OTHER PERSON WHO, OR ANY OF WHOSE
PROPERTY OR ASSETS, SHALL AT THE TIME IN QUESTION BE OBLIGATED IN RESPECT OF THE
OBLIGATIONS OR THE GUARANTEE OBLIGATIONS OR ANY PART THEREOF, OR (E) TO THE
EXTENT PERMITTED BY REQUIREMENTS OF LAW, ANY OTHER EVENT, OCCURRENCE, ACTION OR
CIRCUMSTANCE THAT WOULD, IN THE ABSENCE OF THIS SECTION 37, RESULT IN THE
RELEASE OR DISCHARGE OF ANY OR ALL OF THE GUARANTORS FROM THE PERFORMANCE OR
OBSERVANCE OF ANY OBLIGATION, COVENANT OR AGREEMENT CONTAINED IN THE CREDIT
AGREEMENT OR THE CREDIT DOCUMENTS; (B) EACH GUARANTOR EXPRESSLY AGREES THAT THE
ADMINISTRATIVE AGENT