GUARANTOR, THE ADMINISTRATIVE AGENT AND ANY OTHER
SECURED PARTY MAY, BUT SHALL BE UNDER NO OBLIGATION TO, PURSUE SUCH RIGHTS AND
REMEDIES AS IT MAY HAVE AGAINST THE BORROWER OR ANY OTHER PERSON OR AGAINST ANY
COLLATERAL SECURITY OR GUARANTEE FOR THE OBLIGATIONS OR ANY RIGHT OF OFFSET WITH
RESPECT THERETO, AND ANY FAILURE BY THE ADMINISTRATIVE AGENT OR ANY OTHER
SECURED PARTY TO PURSUE SUCH OTHER RIGHTS OR REMEDIES OR TO COLLECT ANY PAYMENTS
FROM THE BORROWER OR ANY SUCH OTHER PERSON OR TO REALIZE UPON ANY SUCH
COLLATERAL SECURITY OR GUARANTEE OR TO EXERCISE ANY SUCH RIGHT OF OFFSET, OR ANY
RELEASE OF THE BORROWER OR ANY SUCH OTHER PERSON OR ANY SUCH COLLATERAL
SECURITY, GUARANTEE OR RIGHT OF OFFSET, SHALL NOT RELIEVE SUCH GUARANTOR OF ANY
LIABILITY HEREUNDER, AND SHALL NOT IMPAIR OR AFFECT THE RIGHTS AND REMEDIES,
WHETHER EXPRESS, IMPLIED OR AVAILABLE AS A MATTER OF LAW, OF THE ADMINISTRATIVE
AGENT AND THE OTHER SECURED PARTIES AGAINST SUCH GUARANTOR.
THIS GUARANTEE
SHALL REMAIN IN FULL FORCE AND EFFECT AND BE BINDING IN ACCORDANCE WITH AND TO
THE EXTENT OF ITS TERMS UPON EACH GUARANTOR AND THE SUCCESSORS AND ASSIGNS
THEREOF, AND SHALL INURE TO THE BENEFIT OF THE ADMINISTRATIVE AGENT AND THE
OTHER SECURED PARTIES, AND THEIR RESPECTIVE SUCCESSORS, INDORSEES, TRANSFEREES
AND ASSIGNS, UNTIL ALL THE OBLIGATIONS UNDER THE CREDIT DOCUMENTS SHALL HAVE
BEEN SATISFIED BY PAYMENT IN FULL, THE COMMITMENTS SHALL BE TERMINATED AND NO
LETTERS OF CREDIT SHALL BE OUTSTANDING (OTHER THAN ANY LETTERS OF CREDIT THAT
SHALL HAVE BEEN CASH COLLATERALIZED OR OTHERWISE PROVIDED FOR IN A MANNER
SATISFACTORY TO THE LETTER OF CREDIT ISSUER IN RESPECT THEREOF), NOTWITHSTANDING
THAT FROM TIME TO TIME DURING THE TERM OF THE CREDIT AGREEMENT AND ANY HEDGE
AGREEMENT THE CREDIT PARTIES MAY BE FREE FROM ANY OBLIGATIONS.
A GUARANTOR
SHALL AUTOMATICALLY BE RELEASED FROM ITS OBLIGATIONS HEREUNDER AND THE GUARANTEE
OF SUCH GUARANTOR SHALL BE AUTOMATICALLY RELEASED UPON THE CONSUMMATION OF ANY
TRANSACTION PERMITTED BY THE CREDIT AGREEMENT AS A RESULT OF WHICH SUCH
GUARANTOR CEASES TO BE A DOMESTIC SUBSIDIARY OF THE BORROWER.
IN CONNECTION
WITH ANY SUCH RELEASE, THE ADMINISTRATIVE AGENT SHALL EXECUTE AND DELIVER TO ANY
GUARANTOR, AT SUCH GUARANTOR'S EXPENSE, ALL DOCUMENTS THAT SUCH GUARANTOR SHALL
REASONABLY REQUEST TO EVIDENCE SUCH TERMINATION OR RELEASE.
ANY EXECUTION AND
DELIVERY OF DOCUMENTS PURSUANT TO THE PRECEDING SENTENCE OF THIS SECTION 7 SHALL
BE WITHOUT RECOURSE TO OR WARRANTY BY THE ADMINISTRATIVE AGENT.
6
8.
REINSTATEMENT.
THIS GUARANTEE SHALL
CONTINUE TO BE EFFECTIVE, OR BE REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME
PAYMENT, OR ANY PART THEREOF, OF ANY OF THE OBLIGATIONS IS RESCINDED OR MUST
OTHERWISE BE RESTORED OR RETURNED BY THE ADMINISTRATIVE AGENT OR ANY OTHER
SECURED PARTY UPON THE INSOLVENCY, BANKRUPTCY, DISSOLUTION, LIQUIDATION OR
REORGANIZATION OF THE BORROWER OR ANY GUARANTOR, OR UPON OR AS A RESULT OF THE
APPOINTMENT OF A RECEIVER, INTERVENOR OR CONSERVATOR OF, OR TRUSTEE OR SIMILAR
OFFICER FOR, THE BORROWER OR ANY GUARANTOR