INSOLVENCY OR SIMILAR LAW.
§18.6.
REMEDIES.
THE GUARANTORS AGREE THAT, AS BETWEEN THE
GUARANTORS, ON THE ONE HAND, AND THE AGENT AND THE LENDERS, ON THE OTHER HAND,
THE GUARANTEED OBLIGATIONS MAY BE DECLARED TO BE FORTHWITH DUE AND PAYABLE AS
PROVIDED IN §12 HEREOF (AND SHALL BE DEEMED TO HAVE BECOME AUTOMATICALLY DUE AND
PAYABLE IN THE CIRCUMSTANCES PROVIDED IN §12 HEREOF) NOTWITHSTANDING ANY STAY,
INJUNCTION OR OTHER PROHIBITION PREVENTING SUCH DECLARATION (OR PREVENTING SUCH
GUARANTEED OBLIGATIONS FROM BECOMING AUTOMATICALLY DUE AND PAYABLE) AS AGAINST
ANY OTHER PERSON AND THAT, IN THE EVENT OF SUCH DECLARATION (OR SUCH GUARANTEED
OBLIGATIONS BEING DEEMED TO HAVE BECOME AUTOMATICALLY DUE AND PAYABLE), SUCH
GUARANTEED OBLIGATIONS (WHETHER OR NOT DUE AND PAYABLE BY ANY OTHER PERSON)
SHALL FORTHWITH BECOME DUE AND PAYABLE BY THE GUARANTORS.
§18.7.
LIMITATION OF GUARANTY.
NOTWITHSTANDING ANY PROVISION TO
THE CONTRARY CONTAINED HEREIN OR IN ANY OF THE OTHER LOAN DOCUMENTS, TO THE
EXTENT THE OBLIGATIONS OF ANY GUARANTOR SHALL BE ADJUDICATED TO BE INVALID OR
UNENFORCEABLE FOR ANY REASON (INCLUDING, WITHOUT LIMITATION, BECAUSE OF ANY
APPLICABLE STATE OR FEDERAL LAW RELATING TO FRAUDULENT CONVEYANCES OR
TRANSFERS), THEN THE OBLIGATIONS OF SUCH GUARANTOR HEREUNDER SHALL BE LIMITED TO
THE MAXIMUM AMOUNT THAT IS PERMISSIBLE UNDER APPLICABLE LAW (WHETHER FEDERAL OR
STATE AND INCLUDING, WITHOUT LIMITATION, THE BANKRUPTCY CODE).
§18.8.
RELEASE OF GUARANTY.
UPON CONSUMMATION OF THE SALE,
CONVEYANCE, PLEDGE OR OTHER TRANSFER OF ALL OF THE STOCK OR OTHER EVIDENCE OF
BENEFICIAL OR LEGAL OWNERSHIP, OR A SALE, MORTGAGE OR PLEDGE OF ALL OR
SUBSTANTIALLY ALL OF THE ASSETS, OF ANY GUARANTOR OTHER THAN THE COMPANY, SO
LONG AS THE TRANSFER OF COLLATERAL PLEDGED BY SUCH GUARANTOR IS OTHERWISE
PERMITTED UNDER THE TERMS OF THIS AGREEMENT, AND SO LONG AS NO DEFAULT OR EVENT
OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, THE GUARANTY OF SUCH
GUARANTOR, AND ALL OF ITS OBLIGATIONS AND LIABILITIES UNDER THE LOAN DOCUMENTS,
SHALL BE, AND SHALL BE DEEMED TO BE, RELEASED AND DISCHARGED, AND UPON THE
REQUEST OF SUCH RELEASED GUARANTOR, THE AGENT SHALL ACKNOWLEDGE SUCH RELEASE IN
WRITING.
§19.
ASSIGNMENT; PARTICIPATIONS; ETC.
§19.1.
CONDITIONS TO ASSIGNMENT BY LENDERS.
EXCEPT AS PROVIDED
HEREIN, EACH LENDER MAY ASSIGN TO ONE OR MORE ELIGIBLE ASSIGNEES ALL OR A
PORTION OF ITS INTERESTS, RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING
ALL OR A PORTION OF ITS COMMITMENT PERCENTAGE AND COMMITMENT AND THE SAME
PORTION OF THE LOANS AT THE TIME OWING TO IT, AND THE NOTES HELD BY IT);
PROVIDED THAT (A) THE AGENT SHALL HAVE GIVEN ITS PRIOR WRITTEN CONSENT TO SUCH
ASSIGNMENT, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED, EXCEPT
THAT SUCH CONSENT SHALL NOT BE NEEDED WITH RESPECT TO AN ASSIGNMENT FROM A
LENDER TO EITHER ONE OF ITS AFFILIATED LENDERS OR TO ANOTHER LENDER HEREUNDER,
(B) EACH SUCH ASSIGNMENT SHALL BE OF A PORTION (OR WHICH MAY BE ALL) OF THE
ASSIGNING LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT RELATING TO A
SPECIFIED COMMITMENT AMOUNT AND COMMITMENT PERCENTAGE, (C) EACH