WITH A COURT IN THE EVENT OF MERGER OR BANKRUPTCY OF
THE COMPANY, ANY RIGHT TO REQUIRE A PROCEEDING FIRST AGAINST THE COMPANY, THE
BENEFIT OF DISCUSSION, PROTEST OR NOTICE WITH RESPECT TO ANY SUCH SECURITY OR
THE INDEBTEDNESS EVIDENCED THEREBY AND ALL DEMANDS WHATSOEVER, AND COVENANTS
THAT THIS GUARANTEE WILL NOT BE DISCHARGED AS TO ANY SUCH SECURITY OR THE
TRUSTEE EXCEPT BY PAYMENT IN FULL OF THE PRINCIPAL THEREOF, PREMIUM, IF ANY, AND
INTEREST THEREON, AND ALL OTHER AMOUNTS PAYABLE IN RESPECT THEREOF, ALL AS
PROVIDED IN SUCH SECURITY AND IN THIS INDENTURE. IF THE TRUSTEE OR ANY HOLDER IS
REQUIRED BY ANY COURT OR OTHERWISE TO RETURN TO THE COMPANY OR THE GUARANTORS,
OR ANY CUSTODIAN, RECEIVER, LIQUIDATOR, TRUSTEE OR OTHER SIMILAR OFFICIAL ACTING
IN RELATION TO THE COMPANY OR THE GUARANTORS, ANY AMOUNT PAID TO THE TRUSTEE OR
SUCH HOLDER IN RESPECT OF ANY SECURITY, THIS GUARANTEE, TO THE EXTENT
THERETOFORE DISCHARGED BY THE PAYMENT OF SUCH AMOUNT, SHALL BE REINSTATED IN
FULL FORCE AND EFFECT.
(D)
EACH GUARANTOR FURTHER AGREES, TO THE FULLEST EXTENT THAT THEY MAY
LAWFULLY DO SO, THAT, AS BETWEEN THE GUARANTORS, ON THE ONE HAND, AND THE
HOLDERS AND THE TRUSTEE, ON THE OTHER HAND, (I) THE MATURITY OF THE OBLIGATIONS
GUARANTEED HEREBY MAY BE ACCELERATED AS PROVIDED IN SECTION 6.2
HEREOF FOR THE
PURPOSES OF THIS GUARANTEE, NOTWITHSTANDING ANY STAY, INJUNCTION OR OTHER
PROHIBITION EXTANT UNDER ANY APPLICABLE BANKRUPTCY LAW PREVENTING SUCH
ACCELERATION IN RESPECT OF THE OBLIGATIONS GUARANTEED HEREBY, AND (II) IN THE
EVENT OF ANY DECLARATION OF ACCELERATION OF SUCH OBLIGATIONS AS PROVIDED IN
SECTION 6.2 HEREOF, SUCH OBLIGATIONS (WHETHER OR NOT DUE ANY PAYABLE) SHALL
FORTHWITH BECOME DUE AND PAYABLE BY EACH GUARANTOR FOR THE PURPOSE OF THIS
GUARANTEE. THE OBLIGATIONS OF EACH GUARANTOR HEREUNDER SHALL BE JOINT AND
SEVERAL.
(E)
FOR PURPOSES OF THIS ARTICLE XII, THE LIABILITY OF EACH GUARANTOR,
SHALL BE THAT AMOUNT FROM TIME TO TIME EQUAL TO THE AGGREGATE LIABILITY OF SUCH
GUARANTOR HEREUNDER, BUT SHALL BE LIMITED TO THE LEAST OF (I) THE AGGREGATE
AMOUNT OF THE OBLIGATION AS STATED IN THE FIRST SENTENCE OF THIS SECTION 12.1
WITH RESPECT TO THE SECURITIES GUARANTEED PURSUANT TO THIS ARTICLE XII ISSUED
PURSUANT TO THIS INDENTURE, OR (II) THE AMOUNT, IF ANY, WHICH WOULD NOT HAVE (A)
RENDERED SUCH GUARANTOR "INSOLVENT" (AS SUCH TERM IS DEFINED IN SECTION 101 (29)
OF THE FEDERAL BANKRUPTCY CODE AND IN SECTION 271 OF THE DEBTOR AND CREDITOR LAW
OF THE STATE OF NEW YORK, AS EACH IS IN EFFECT AT THE DATE OF THIS INDENTURE),
OR (B) LEFT IT WITH UNREASONABLY SMALL CAPITAL AT THE TIME ITS GUARANTEE OF THE
SECURITIES WAS ENTERED INTO, AFTER GIVING EFFECT TO THE INCURRENCE OF EXISTING
INDEBTEDNESS IMMEDIATELY PRIOR TO SUCH TIME, PROVIDED, THAT IT SHALL BE A
PRESUMPTION IN ANY LAWSUIT OR OTHER PROCEEDING IN WHICH A GUARANTOR IS A PARTY
THAT THE AMOUNT GUARANTEED IS THE AMOUNT SET FORTH IN (I) ABOVE UNLESS A
CREDITOR, OR REPRESENTATIVE OF