CLAIM EFFECTED BY SUCH
PERSON WITH ANY SUCH CLAIMANT (INCLUDING ANY LOAN PARTY); AND IN SUCH EVENT EACH
GUARANTOR HEREBY AGREES THAT ANY SUCH JUDGMENT, DECREE, ORDER, SETTLEMENT OR
COMPROMISE OR OTHER CIRCUMSTANCES SHALL BE BINDING UPON SUCH GUARANTOR,
NOTWITHSTANDING ANY REVOCATION HEREOF OR THE CANCELLATION OF ANY NOTE OR OTHER
INSTRUMENT EVIDENCING ANY OBLIGATION, AND EACH GUARANTOR SHALL BE AND REMAIN
LIABLE TO AGENT AND/OR LENDERS AND TERM LENDER FOR THE AMOUNT SO REPAID OR
RECOVERED TO THE SAME EXTENT AS IF SUCH AMOUNT HAD NEVER ORIGINALLY BEEN
RECEIVED BY SUCH PERSON(S).
(B)
AGENT SHALL NOT BE REQUIRED TO MARSHAL ANY
ASSETS IN FAVOR OF ANY GUARANTOR, OR AGAINST OR IN PAYMENT OF OBLIGATIONS.
(C)
NO GUARANTOR SHALL BE ENTITLED TO CLAIM
AGAINST ANY PRESENT OR FUTURE SECURITY HELD BY AGENT FROM ANY PERSON FOR
OBLIGATIONS IN PRIORITY TO OR EQUALLY WITH ANY CLAIM OF AGENT, OR ASSERT ANY
CLAIM FOR ANY LIABILITY OF ANY LOAN PARTY TO ANY GUARANTOR IN PRIORITY TO OR
EQUALLY WITH CLAIMS OF AGENT FOR OBLIGATIONS, AND NO GUARANTOR SHALL BE ENTITLED
TO COMPETE WITH AGENT WITH RESPECT TO, OR TO ADVANCE ANY EQUAL OR PRIOR CLAIM TO
ANY SECURITY HELD BY AGENT FOR OBLIGATIONS.
(D)
IF ANY LOAN PARTY MAKES ANY PAYMENT TO
AGENT, WHICH PAYMENT IS WHOLLY OR PARTLY SUBSEQUENTLY INVALIDATED, DECLARED TO
BE FRAUDULENT OR PREFERENTIAL, SET ASIDE OR REQUIRED TO BE REPAID TO ANY PERSON
UNDER ANY FEDERAL OR PROVINCIAL STATUTE OR AT COMMON LAW OR UNDER EQUITABLE
PRINCIPLES, THEN TO THE EXTENT OF SUCH PAYMENT, THE OBLIGATION INTENDED TO BE
PAID SHALL BE REVIVED AND CONTINUED IN FULL FORCE AND EFFECT AS IF THE PAYMENT
HAD NOT BEEN MADE, AND THE RESULTING REVIVED OBLIGATION SHALL CONTINUE TO BE
GUARANTEED, UNINTERRUPTED, BY EACH GUARANTOR HEREUNDER.
(E)
EXCLUDING ALL INTERCOMPANY TRANSFERS
PERMITTED UNDER THIS AGREEMENT (EXCEPT FOLLOWING THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT), ALL PRESENT AND FUTURE MONIES PAYABLE BY
ANY LOAN PARTY TO ANY GUARANTOR, WHETHER ARISING OUT OF A RIGHT OF SUBROGATION
OR OTHERWISE, ARE ASSIGNED TO AGENT FOR ITS BENEFIT AND FOR THE RATABLE BENEFIT
OF ISSUERS, LENDERS AND TERM LENDER AS SECURITY FOR SUCH GUARANTOR'S LIABILITY
TO AGENT, ISSUERS, LENDERS AND TERM LENDER HEREUNDER AND ARE POSTPONED AND
SUBORDINATED TO AGENT'S PRIOR RIGHT TO PAYMENT IN FULL OF OBLIGATIONS.
EXCEPT
TO THE EXTENT PROHIBITED OTHERWISE BY THIS AGREEMENT, ALL MONIES (BUT IF NO
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, EXCLUDING THOSE INTERCOMPANY
TRANSFERS PERMITTED UNDER THIS AGREEMENT) RECEIVED BY ANY GUARANTOR FROM ANY
LOAN PARTY SHALL BE HELD BY SUCH GUARANTOR AS AGENT AND TRUSTEE FOR AGENT.
THIS
ASSIGNMENT, POSTPONEMENT AND SUBORDINATION SHALL ONLY TERMINATE WHEN THE
OBLIGATIONS ARE PAID IN FULL IN CASH AND THIS AGREEMENT IS IRREVOCABLY
TERMINATED.
(F)
EACH LOAN PARTY ACKNOWLEDGES THIS
ASSIGNMENT, POSTPONEMENT AND SUBORDINATION AND, EXCEPT AS OTHERWISE SET FORTH
HEREIN, AGREES TO MAKE NO PAYMENTS TO ANY GUARANTOR WITHOUT THE PRIOR WRITTEN
CONSENT OF AGENT.
EACH LOAN PARTY AGREES TO GIVE FULL EFFECT