IN CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS. EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 18.
SECTION 19.
Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Lender is hereby authorized at any time and from time to time,
to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other Indebtedness at any time owing by such Lender to or for the
credit or the account of any Guarantor against any or all the obligations of
such Guarantor now or hereafter existing under this Guarantee Agreement and the
other Loan Documents held by such Lender, irrespective
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of whether or not such Lender shall have made any demand under this Guarantee
Agreement or any other Loan Document and although such obligations may be
unmatured. The rights of each Lender under this Section 19 are in addition to
other rights and remedies (including other rights of setoff) which such Lender
may have.
IN WITNESS WHEREOF, the parties hereto have duly executed this Guarantee
Agreement as of the day and year first above written.
ADVANCE AUTO PARTS, INC. as Guarantor,
By:
Name: Michael O. Moore
Title: Executive Vice President, Chief Financial Officer
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent,
By:
Name: Barry Bergman
Title: Managing Director