ALL TIMES PRIOR TO THE TIME AT WHICH
ALL CREDIT DOCUMENT OBLIGATIONS HAVE BEEN PAID IN FULL OR (Y) THE HOLDERS OF A
MAJORITY OF THE OUTSTANDING INTEREST RATE OBLIGATIONS AT ALL TIMES AFTER THE
TIME AT WHICH ALL CREDIT DOCUMENT OBLIGATIONS HAVE BEEN PAID IN FULL; PROVIDED,
THAT ANY CHANGE, WAIVER, MODIFICATION OR VARIANCE AFFECTING THE RIGHTS AND
BENEFITS OF A SINGLE CLASS (AS DEFINED BELOW) OF SECURED CREDITORS (AND NOT ALL
SECURED CREDITORS IN A LIKE OR SIMILAR MANNER) SHALL ALSO REQUIRE THE WRITTEN
CONSENT OF THE REQUISITE CREDITORS (AS DEFINED BELOW) OF SUCH CLASS OF SECURED
CREDITORS.
FOR THE PURPOSE OF THIS GUARANTY, THE TERM "CLASS" SHALL MEAN EACH
CLASS OF SECURED CREDITORS, I.E., WHETHER (X) THE LENDER CREDITORS AS THE
HOLDERS OF THE CREDIT DOCUMENT OBLIGATIONS OR (Y) THE INTEREST RATE CREDITORS AS
THE HOLDERS OF THE INTEREST RATE OBLIGATIONS.
FOR THE PURPOSE OF THIS GUARANTY,
THE TERM "REQUISITE CREDITORS" OF ANY CLASS SHALL MEAN (X) WITH RESPECT TO THE
CREDIT DOCUMENT OBLIGATIONS, THE REQUIRED LENDERS (OR, TO THE EXTENT REQUIRED BY
SECTION 11.12 OF THE CREDIT AGREEMENT, EACH LENDER) AND (Y) WITH RESPECT TO THE
INTEREST RATE OBLIGATIONS, THE HOLDERS OF A MAJORITY OF ALL INTEREST RATE
OBLIGATIONS OUTSTANDING FROM TIME TO TIME UNDER THE SECURED INTEREST RATE
AGREEMENTS.
13.
SET OFF.
IN ADDITION TO ANY RIGHTS NOW OR HEREAFTER GRANTED UNDER
APPLICABLE LAW (INCLUDING, WITHOUT LIMITATION, SECTION 151 OF THE NEW YORK
DEBTOR AND CREDITOR LAW) AND NOT BY WAY OF LIMITATION OF ANY SUCH RIGHTS, UPON
THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT (SUCH TERM TO
MEAN AND INCLUDE ANY "EVENT OF DEFAULT" AS DEFINED IN THE CREDIT AGREEMENT AND
ANY PAYMENT DEFAULT UNDER ANY SECURED INTEREST RATE AGREEMENT CONTINUING AFTER
ANY APPLICABLE GRACE PERIOD), EACH SECURED CREDITOR IS HEREBY AUTHORIZED, AT ANY
TIME OR FROM TIME TO TIME, WITHOUT NOTICE TO ANY GUARANTOR OR TO ANY OTHER
PERSON, ANY SUCH NOTICE BEING EXPRESSLY WAIVED, TO SET OFF AND TO APPROPRIATE
AND APPLY ANY AND ALL DEPOSITS (GENERAL OR SPECIAL) AND ANY OTHER INDEBTEDNESS
AT ANY TIME HELD OR OWING BY SUCH SECURED CREDITOR TO OR FOR THE CREDIT OR THE
ACCOUNT OF SUCH GUARANTOR, AGAINST AND ON ACCOUNT OF THE OBLIGATIONS AND
LIABILITIES OF SUCH GUARANTOR TO SUCH SECURED CREDITOR UNDER THIS GUARANTY,
IRRESPECTIVE OF WHETHER OR NOT SUCH SECURED CREDITOR SHALL HAVE MADE ANY DEMAND
HEREUNDER AND ALTHOUGH SAID OBLIGATIONS, LIABILITIES, DEPOSITS OR CLAIMS, OR ANY
OF THEM, SHALL BE CONTINGENT OR UNMATURED.
EACH SECURED CREDITOR (BY ITS
ACCEPTANCE OF THE BENEFITS HEREOF) ACKNOWLEDGES AND AGREES (I) TO PROMPTLY
NOTIFY THE RELEVANT GUARANTOR AFTER ANY SUCH SET-OFF AND APPLICATION, PROVIDED
THAT THE FAILURE TO GIVE SUCH NOTICE SHALL NOT AFFECT THE VALIDITY OF SUCH
SET-OFF AND APPLICATION, AND (II) THAT THE PROVISIONS OF THIS SECTION 13 ARE
SUBJECT TO THE SHARING PROVISIONS SET FORTH IN SECTION 11.06 OF THE CREDIT
AGREEMENT.
9
14.
NOTICE.
EXCEPT AS OTHERWISE SPECIFIED HEREIN, ALL NOTICES, REQUESTS,
DEMANDS OR OTHER COMMUNICATIONS