WITHOUT NOTICE TO THE COMPANY, THE TIME FOR ANY PERFORMANCE OF OR COMPLIANCE
WITH ANY OF THE GUARANTEED OBLIGATIONS SHALL BE EXTENDED, OR SUCH PERFORMANCE OR
COMPLIANCE SHALL BE WAIVED;
(II)
ANY OF THE ACTS MENTIONED IN ANY OF THE
PROVISIONS OF THIS CREDIT AGREEMENT OR THE NOTES OR ANY OTHER AGREEMENT OR
INSTRUMENT REFERRED TO HEREIN OR THEREIN SHALL BE DONE OR OMITTED; OR
(III)
THE MATURITY OF ANY OF THE GUARANTEED
OBLIGATIONS SHALL BE ACCELERATED, OR ANY OF THE GUARANTEED OBLIGATIONS SHALL BE
MODIFIED, SUPPLEMENTED OR AMENDED IN ANY RESPECT, OR ANY RIGHT UNDER THIS CREDIT
AGREEMENT OR THE NOTES OR ANY OTHER AGREEMENT OR INSTRUMENT REFERRED TO HEREIN
OR THEREIN SHALL BE WAIVED OR ANY OTHER GUARANTEE OF ANY OF THE GUARANTEED
OBLIGATIONS OR ANY SECURITY THEREFOR SHALL BE RELEASED OR EXCHANGED IN WHOLE OR
IN PART OR OTHERWISE DEALT WITH.
The Company hereby expressly waives diligence, presentment, demand of payment,
protest and all notices whatsoever, and any requirement that the Administrative
Agent or any Lender exhaust any right, power or remedy or proceed against either
Subsidiary Borrower under this Credit Agreement or the Notes or any other
agreement or instrument referred to herein or therein, or against any other
Person under any other guarantee of, or security for, any of the Guaranteed
Obligations.
SECTION 7.3
REINSTATEMENT. THE OBLIGATIONS
OF THE COMPANY UNDER THIS ARTICLE 7 SHALL BE AUTOMATICALLY REINSTATED IF AND TO
THE EXTENT THAT FOR ANY REASON ANY PAYMENT BY OR ON BEHALF OF EITHER SUBSIDIARY
BORROWER IN RESPECT OF THE GUARANTEED OBLIGATIONS IS RESCINDED OR MUST BE
OTHERWISE
39
RESTORED BY ANY HOLDER OF ANY OF THE GUARANTEED OBLIGATIONS, WHETHER AS A RESULT
OF ANY PROCEEDINGS IN BANKRUPTCY OR REORGANIZATION OR OTHERWISE AND THE COMPANY
AGREES THAT IT WILL INDEMNIFY THE ADMINISTRATIVE AGENT AND EACH LENDER ON DEMAND
FOR ALL REASONABLE COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, FEES OF
COUNSEL) INCURRED BY THE ADMINISTRATIVE AGENT OR SUCH LENDER IN CONNECTION WITH
SUCH RESCISSION OR RESTORATION, INCLUDING ANY SUCH COSTS AND EXPENSES INCURRED
IN DEFENDING AGAINST ANY CLAIM ALLEGING THAT SUCH PAYMENT CONSTITUTED A
PREFERENCE, FRAUDULENT TRANSFER OR SIMILAR PAYMENT UNDER ANY BANKRUPTCY,
INSOLVENCY OR SIMILAR LAW.
SECTION 7.4
SUBROGATION. UNTIL THE
INDEFEASIBLE PAYMENT IN FULL IN CASH OF ALL OF THE OBLIGATIONS, THE COMPANY
HEREBY WAIVES ALL RIGHTS OF SUBROGATION OR CONTRIBUTION, WHETHER ARISING BY
OPERATION OF LAW (INCLUDING ANY SUCH RIGHT ARISING UNDER THE UNITED STATES
BANKRUPTCY CODE) OR OTHERWISE, BY REASON OF ANY PAYMENT BY IT PURSUANT TO THE
PROVISIONS OF THIS ARTICLE 7.
SECTION 7.5
REMEDIES. THE COMPANY AGREES
THAT, AS BETWEEN THE COMPANY AND THE CREDIT PARTIES, THE OBLIGATIONS OF EITHER
SUBSIDIARY BORROWER UNDER THIS CREDIT AGREEMENT AND THE NOTES MAY BE DECLARED TO
BE FORTHWITH DUE AND PAYABLE AS PROVIDED IN ARTICLE 8 (AND SHALL BE DEEMED TO
HAVE BECOME AUTOMATICALLY DUE AND PAYABLE IN THE CIRCUMSTANCES PROVIDED IN SAID
ARTICLE 8) FOR PURPOSES OF SECTION 7.1 NOTWITHSTANDING ANY STAY, INJUNCTION OR
OTHER PROHIBITION PREVENTING SUCH DECLARATION (OR