BY THE ADMINISTRATIVE
AGENT OR ANY OTHER SECURED PARTY 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, POWER
OR REMEDY.
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.
UNLESS OTHERWISE AGREED BY THE ADMINISTRATIVE
AGENT AND THE GUARANTOR IN WRITING, THIS GUARANTY IS NOT INTENDED TO SUPERSEDE
OR OTHERWISE AFFECT ANY OTHER GUARANTY NOW OR HEREAFTER GIVEN BY THE GUARANTOR
FOR THE BENEFIT OF THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES OR ANY
TERM OR PROVISION THEREOF. CAPITALIZED TERMS USED HEREIN BUT NOT DEFINED HEREIN
SHALL HAVE THE MEANINGS GIVEN THERETO IN THE CREDIT AGREEMENT.
13.
CONDITION OF BORROWERS.
THE GUARANTOR ACKNOWLEDGES AND AGREES
THAT IT HAS THE SOLE RESPONSIBILITY FOR, AND HAS ADEQUATE MEANS OF, OBTAINING
FROM THE BORROWERS AND ANY OTHER GUARANTOR SUCH INFORMATION CONCERNING THE
FINANCIAL CONDITION, BUSINESS AND OPERATIONS OF THE BORROWERS AND ANY SUCH OTHER
GUARANTOR AS THE GUARANTOR REQUIRES, AND THAT THE ADMINISTRATIVE AGENT AND THE
OTHER SECURED PARTIES HAVE NO DUTY, AND THE GUARANTOR IS NOT RELYING ON THE
ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY AT ANY TIME, TO DISCLOSE TO THE
GUARANTOR ANY INFORMATION RELATING TO THE BUSINESS, OPERATIONS OR FINANCIAL
CONDITION OF THE BORROWERS OR ANY OTHER GUARANTOR (THE GUARANTOR WAIVING ANY
DUTY ON THE PART OF THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES TO
DISCLOSE SUCH INFORMATION AND ANY DEFENSE RELATING TO THE FAILURE TO PROVIDE THE
SAME).
14.
SETOFF.
SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT, IF
AND TO THE EXTENT ANY PAYMENT IS NOT MADE WHEN DUE HEREUNDER, THE GUARANTOR
HEREBY IRREVOCABLY AUTHORIZES EACH SECURED PARTY AND EACH OF THEIR RESPECTIVE
AFFILIATES AT ANY TIME AND FROM TIME TO TIME, AFTER OBTAINING THE PRIOR WRITTEN
CONSENT OF THE ADMINISTRATIVE AGENT, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAWS, TO SET OFF AND APPLY ANY AND ALL DEPOSITS (GENERAL OR SPECIAL,
TIME OR DEMAND, PROVISIONAL OR FINAL, IN WHATEVER CURRENCY) AT ANY TIME HELD AND
OTHER OBLIGATIONS (IN WHATEVER CURRENCY) AT ANY TIME OWING BY SUCH SECURED PARTY
OR ANY SUCH AFFILIATE TO OR FOR THE CREDIT OR THE ACCOUNT OF THE GUARANTOR
AGAINST ANY AND ALL OF THE OBLIGATIONS OF THE GUARANTOR NOW OR HEREAFTER
EXISTING UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT TO SUCH SECURED PARTY,
IRRESPECTIVE OF WHETHER OR NOT SUCH SECURED PARTY SHALL HAVE MADE ANY DEMAND
UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND ALTHOUGH SUCH OBLIGATIONS OF
THE GUARANTOR MAY BE CONTINGENT OR UNMATURED OR ARE OWED TO A BRANCH OR OFFICE
OF SUCH SECURED PARTY DIFFERENT FROM THE BRANCH OR OFFICE HOLDING SUCH DEPOSIT
OR