THE LENDERS, ON
THE OTHER HAND, SUBJECT TO THIS SECTION 2, (X) THE MATURITY OF THE OBLIGATIONS
GUARANTEED BY ITS SUBSIDIARY GUARANTEE MAY BE ACCELERATED AS AND TO THE EXTENT
PROVIDED IN THE CREDIT AGREEMENT FOR THE PURPOSES OF SUCH SUBSIDIARY GUARANTEE,
NOTWITHSTANDING ANY STAY, INJUNCTION OR OTHER PROHIBITION PREVENTING SUCH
ACCELERATION IN RESPECT OF THE OBLIGATIONS GUARANTEED BY SUCH SUBSIDIARY
GUARANTEE, AND (Y) IN THE EVENT OF ANY ACCELERATION OF SUCH OBLIGATIONS AS
PROVIDED IN THE CREDIT AGREEMENT, SUCH OBLIGATIONS (WHETHER OR NOT DUE AND
PAYABLE) SHALL FORTHWITH BECOME DUE AND PAYABLE BY SUCH SUBSIDIARY GUARANTOR IN
ACCORDANCE WITH THE TERMS OF THIS SUBSECTION 2.1 FOR THE PURPOSE OF SUCH
SUBSIDIARY GUARANTEE.
NEITHER THE ADMINISTRATIVE AGENT, NOR ANY LENDER NOR ANY
OTHER PERSON SHALL HAVE ANY OBLIGATION TO ENFORCE OR EXHAUST ANY RIGHTS OR
REMEDIES OR TO TAKE ANY OTHER STEPS UNDER ANY SECURITY FOR THE GUARANTEED
OBLIGATIONS OR AGAINST THE BORROWER OR ANY OTHER PERSON OR ANY PROPERTY OF THE
BORROWER OR ANY OTHER PERSON BEFORE THE ADMINISTRATIVE AGENT OR SUCH LENDER IS
ENTITLED TO DEMAND PAYMENT AND PERFORMANCE BY ANY OR ALL SUBSIDIARY GUARANTORS
OF THEIR OBLIGATIONS UNDER THEIR RESPECTIVE SUBSIDIARY GUARANTEES.
(III)
UNTIL TERMINATED IN ACCORDANCE WITH SUBSECTION 2.3, EACH
SUBSIDIARY GUARANTEE SHALL REMAIN IN FULL FORCE AND EFFECT AND CONTINUE TO BE
EFFECTIVE SHOULD ANY PETITION BE FILED BY OR AGAINST THE BORROWER FOR
LIQUIDATION OR REORGANIZATION, SHOULD THE BORROWER BECOME INSOLVENT OR MAKE AN
ASSIGNMENT FOR THE BENEFIT OF CREDITORS OR SHOULD A RECEIVER OR TRUSTEE BE
APPOINTED FOR ALL OR ANY SIGNIFICANT PART OF THE BORROWER'S ASSETS, AND SHALL,
TO THE FULLEST EXTENT PERMITTED BY LAW, CONTINUE TO BE EFFECTIVE OR BE
REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME PAYMENT AND PERFORMANCE OF THE
LOANS OR THE SENIOR INTERIM LOAN NOTES ARE, PURSUANT TO APPLICABLE LAW,
RESCINDED OR REDUCED IN AMOUNT, OR MUST OTHERWISE BE RESTORED OR RETURNED BY ANY
OBLIGEE ON SUCH LOANS OR SENIOR INTERIM LOAN NOTES, WHETHER AS A "VOIDABLE
PREFERENCE," "FRAUDULENT TRANSFER" OR OTHERWISE, ALL AS THOUGH SUCH PAYMENT OR
PERFORMANCE HAD NOT BEEN MADE.
IN THE EVENT THAT ANY PAYMENT, OR ANY PART
THEREOF, IS RESCINDED, REDUCED, RESTORED OR RETURNED, THE LOANS AND THE SENIOR
INTERIM LOAN NOTES SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW, BE REINSTATED
AND DEEMED REDUCED ONLY BY SUCH AMOUNT PAID AND NOT SO RESCINDED, REDUCED,
RESTORED OR RETURNED.
(C)
EACH SUBSIDIARY GUARANTOR THAT MAKES A PAYMENT OR DISTRIBUTION
UNDER ITS SUBSIDIARY GUARANTEE SHALL HAVE THE RIGHT TO SEEK CONTRIBUTION FROM
THE BORROWER OR ANY NON-PAYING SUBSIDIARY GUARANTOR THAT HAS ALSO GUARANTEED THE
RELEVANT GUARANTEED OBLIGATIONS IN RESPECT OF WHICH SUCH PAYMENT OR DISTRIBUTION
IS MADE, SO LONG AS THE EXERCISE OF SUCH RIGHT DOES NOT IMPAIR THE RIGHTS OF THE
ADMINISTRATIVE AGENT AND THE LENDERS UNDER THIS AGREEMENT.
(D)
EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES THAT IT WILL RECEIVE DIRECT
AND INDIRECT BENEFITS FROM THE FINANCING ARRANGEMENTS CONTEMPLATED BY THE CREDIT
AGREEMENT AND THAT ITS SUBSIDIARY GUARANTEE, AND THE WAIVER SET