US LENDER SHALL DETERMINE IN
ITS DISCRETION;
4
and US Agent, Collateral Agent and US Lenders shall not incur any liability to
Guarantors as a result thereof, and no such action shall impair or release the
Guaranteed Obligations of Guarantors or any of them under this US Guaranty.
2.7
REINSTATEMENT.
THIS US GUARANTY SHALL
REMAIN IN FULL FORCE AND EFFECT AND CONTINUE TO BE EFFECTIVE SHOULD ANY PETITION
BE FILED BY OR AGAINST ANY US CREDIT PARTY OR ANY GUARANTOR FOR LIQUIDATION OR
REORGANIZATION, SHOULD ANY US CREDIT PARTY OR ANY GUARANTOR 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 SUCH US CREDIT PARTY'S OR SUCH
GUARANTOR'S ASSETS, AND SHALL CONTINUE TO BE EFFECTIVE OR BE REINSTATED, AS THE
CASE MAY BE, IF AT ANY TIME PAYMENT AND PERFORMANCE OF THE GUARANTEED
OBLIGATIONS, OR ANY PART THEREOF, IS, PURSUANT TO APPLICABLE LAW, RESCINDED OR
REDUCED IN AMOUNT, OR MUST OTHERWISE BE RESTORED OR RETURNED BY US AGENT,
COLLATERAL AGENT OR ANY US LENDER, WHETHER AS A "VOIDABLE PREFERENCE",
"FRAUDULENT CONVEYANCE", 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RESCINDED, REDUCED, RESTORED OR RETURNED, THE GUARANTEED OBLIGATIONS SHALL BE
REINSTATED AND DEEMED REDUCED ONLY BY SUCH AMOUNT PAID AND NOT SO RESCINDED,
REDUCED, RESTORED OR RETURNED.
2.8
WAIVER OF SUBROGATION, ETC.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THIS US GUARANTY, OR IN ANY OTHER LOAN DOCUMENT,
EACH GUARANTOR HEREBY:
(A)
EXPRESSLY AND IRREVOCABLY WAIVES, ON BEHALF
OF ITSELF AND ITS SUCCESSORS AND ASSIGNS (INCLUDING ANY SURETY), ANY AND ALL
RIGHTS AT LAW OR IN EQUITY TO SUBROGATION, TO REIMBURSEMENT, TO EXONERATION, TO
CONTRIBUTION, TO INDEMNIFICATION, TO SET OFF OR TO ANY OTHER RIGHTS THAT COULD
ACCRUE TO A SURETY AGAINST A PRINCIPAL, TO A GUARANTOR AGAINST A PRINCIPAL, TO A
GUARANTOR AGAINST A MAKER OR OBLIGOR, TO AN ACCOMMODATION PARTY AGAINST THE
PARTY ACCOMMODATED, TO A HOLDER OR TRANSFEREE AGAINST A MAKER, OR TO THE HOLDER
OF ANY CLAIM AGAINST ANY PERSON, AND WHICH SUCH GUARANTOR MAY HAVE OR HEREAFTER
ACQUIRE AGAINST ANY US CREDIT PARTY IN CONNECTION WITH OR AS A RESULT OF SUCH
GUARANTOR'S EXECUTION, DELIVERY AND/OR PERFORMANCE OF THIS US GUARANTY, OR ANY
OTHER DOCUMENTS TO WHICH SUCH GUARANTOR IS A PARTY OR OTHERWISE; AND
(B)
ACKNOWLEDGES AND AGREES (I) THAT THIS WAIVER
IS INTENDED TO BENEFIT US AGENT AND US LENDERS AND SHALL NOT LIMIT OR OTHERWISE
EFFECT ANY GUARANTOR'S LIABILITY HEREUNDER OR THE ENFORCEABILITY OF THIS US
GUARANTY, AND (II) THAT US AGENT, COLLATERAL AGENT, US LENDERS AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS ARE INTENDED THIRD PARTY BENEFICIARIES OF THE
WAIVERS AND AGREEMENTS SET FORTH IN THIS SECTION 2.8 AND THEIR RIGHTS UNDER THIS
SECTION 2.8 SHALL SURVIVE PAYMENT IN FULL OF THE GUARANTEED OBLIGATIONS.
2.9
ELECTION OF REMEDIES.
IF US AGENT AND/OR
COLLATERAL AGENT MAY, UNDER APPLICABLE LAW, PROCEED TO