REQUIRE THE ADMINISTRATIVE AGENT AND THE LENDERS TO EXERCISE THEIR RIGHTS OR
REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE AMOUNTS OWING TO
THE ADMINISTRATIVE AGENT AND THE LENDERS BY THE BORROWERS, THE GUARANTORS, THE
PLEDGORS OR ANY OTHER CREDIT PARTY UNDER THE CREDIT DOCUMENTS, PRIOR TO
EXERCISING ITS RIGHT OF SET - OFF WITH RESPECT TO SUCH MONIES, SECURITIES,
COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OR ASSETS OF THE GUARANTORS, ARE
HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY EACH GUARANTOR.
36.
ACKNOWLEDGMENTS.
Each Guarantor hereby acknowledges that:
(A)
THE GUARANTOR HAS BEEN ADVISED BY COUNSEL IN THE NEGOTIATION,
EXECUTION AND DELIVERY OF THIS GUARANTEE AND THE RELATED DOCUMENTS;
(B)
NEITHER THE ADMINISTRATIVE AGENT NOR ANY LENDER HAS ANY FIDUCIARY
RELATIONSHIP TO THE GUARANTOR, AND THE RELATIONSHIP BETWEEN THE ADMINISTRATIVE
AGENT AND THE LENDERS AND THE GUARANTOR IS SOLELY THAT OF SURETY AND CREDITOR;
AND
(C)
NO JOINT VENTURE EXISTS BETWEEN OR AMONG ANY OF THE ADMINISTRATIVE
AGENT, THE LENDERS, THE GUARANTORS AND THE BORROWERS.
37.
JOINT AND SEVERAL OBLIGATIONS.
(A)
AT ALL TIMES DURING WHICH THERE IS MORE THAN ONE (1) GUARANTOR
UNDER THIS AGREEMENT, SUBJECT TO THE
LIMITATIONS SET FORTH IN SECTION 2, THE
LIABILITY OF EACH GUARANTOR SHALL BE JOINT AND SEVERAL AND THE JOINT AND SEVERAL
OBLIGATIONS OF EACH GUARANTOR UNDER THIS GUARANTEE AND THE OTHER CREDIT
DOCUMENTS (A) (I) SHALL BE ABSOLUTE AND UNCONDITIONAL AND SHALL REMAIN IN FULL
FORCE AND EFFECT (OR BE REINSTATED) UNTIL ALL THE GUARANTEE OBLIGATIONS SHALL
HAVE BEEN SATISFIED AND THE EXPIRATION OF ANY APPLICABLE PREFERENCE OR SIMILAR
PERIOD PURSUANT TO ANY BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR
SIMILAR LAW, OR AT LAW OR IN EQUITY, WITHOUT ANY CLAIM HAVING BEEN MADE BEFORE
THE EXPIRATION OF SUCH PERIOD ASSERTING AN INTEREST IN ALL OR ANY PART OF ANY
PAYMENT(S) RECEIVED BY THE ADMINISTRATIVE AGENT OR THE LENDERS, AND (II) UNTIL
SUCH PAYMENT HAS BEEN MADE AND SUCH OBLIGATIONS SATISFIED, SHALL NOT BE
DISCHARGED, AFFECTED, MODIFIED OR IMPAIRED ON THE HAPPENING FROM TIME TO TIME OF
ANY EVENT, INCLUDING, WITHOUT LIMITATION, ANY OF THE FOLLOWING, WHETHER OR NOT
WITH NOTICE TO OR THE CONSENT
23
OF THE BORROWERS, THE GUARANTORS, THE PLEDGORS OR ANY OTHER CREDIT PARTY,
(A) THE WAIVER, COMPROMISE, SETTLEMENT, RELEASE, TERMINATION OR AMENDMENT
(INCLUDING, WITHOUT LIMITATION, ANY EXTENSION OR POSTPONEMENT OF THE TIME FOR
PAYMENT OR PERFORMANCE OR RENEWAL OR REFINANCING) OF ANY OR ALL OF THE
OBLIGATIONS OR AGREEMENTS OF ANY BORROWER, GUARANTOR, PLEDGOR OR ANY OTHER
CREDIT PARTY UNDER THE CREDIT AGREEMENT OR ANY CREDIT DOCUMENT, (B) THE FAILURE
TO GIVE NOTICE TO THE BORROWERS, THE GUARANTORS, THE PLEDGORS OR ANY OTHER
CREDIT PARTY OF THE OCCURRENCE OF AN EVENT OF DEFAULT UNDER ANY OF THE CREDIT
DOCUMENTS, (C) THE RELEASE, SUBSTITUTION OR EXCHANGE BY THE ADMINISTRATIVE AGENT
OR THE LENDERS OF ANY OR ALL OF THE COLLATERAL, PLEDGED COLLATERAL OR ANY
COLLATERAL, PROPERTY OR SECURITY FOR THE GUARANTEE OR THE GUARANTEE OBLIGATIONS
(IN EACH CASE, WHETHER WITH OR WITHOUT CONSIDERATION) OR THE ACCEPTANCE BY THE