OR RENEWAL OF ANY NOTES OR ANY OF SUCH OTHER OBLIGATIONS, THAT THE SAME
WILL BE PROMPTLY PAID IN FULL WHEN DUE OR PERFORMED IN ACCORDANCE WITH THE TERMS
OF THE EXTENSION OR RENEWAL, AT MATURITY, BY ACCELERATION OR OTHERWISE.
(B)
THE OBLIGATIONS HEREUNDER SHALL BE
UNCONDITIONAL, IRRESPECTIVE OF THE VALIDITY, REGULARITY OR ENFORCEABILITY OF THE
NOTES OR THE INDENTURE, THE ABSENCE OF ANY ACTION TO ENFORCE THE SAME, ANY
WAIVER OR CONSENT BY ANY HOLDER OF THE NOTES WITH RESPECT TO ANY PROVISIONS
HEREOF OR THEREOF, THE RECOVERY OF ANY JUDGMENT AGAINST THE COMPANY, ANY ACTION
TO ENFORCE THE SAME OR ANY OTHER CIRCUMSTANCE WHICH MIGHT OTHERWISE CONSTITUTE A
LEGAL OR EQUITABLE DISCHARGE OR DEFENSE OF A GUARANTOR.
(C)
THE FOLLOWING IS HEREBY WAIVED: DILIGENCE,
PRESENTMENT, DEMAND OF PAYMENT, FILING OF CLAIMS WITH A COURT IN THE EVENT OF
INSOLVENCY OR BANKRUPTCY OF THE COMPANY, ANY RIGHT TO REQUIRE A PROCEEDING FIRST
AGAINST THE COMPANY, PROTEST, NOTICE AND ALL DEMANDS WHATSOEVER.
(D)
THIS NOTE GUARANTEE SHALL NOT BE DISCHARGED
EXCEPT BY COMPLETE PERFORMANCE OF THE OBLIGATIONS CONTAINED IN THE NOTES AND THE
INDENTURE, AND EACH GUARANTEEING SUBSIDIARY ACCEPTS ALL OBLIGATIONS OF A
GUARANTOR UNDER THE INDENTURE.
(E)
IF ANY HOLDER OR THE TRUSTEE IS REQUIRED BY
ANY COURT OR OTHERWISE TO RETURN TO THE COMPANY, THE GUARANTORS, OR ANY
CUSTODIAN, TRUSTEE, LIQUIDATOR OR OTHER SIMILAR OFFICIAL ACTING IN RELATION TO
EITHER THE COMPANY OR THE GUARANTORS, ANY AMOUNT PAID BY EITHER TO THE TRUSTEE
OR SUCH HOLDER, THIS NOTE GUARANTEE, TO THE EXTENT THERETOFORE DISCHARGED, SHALL
BE REINSTATED IN FULL FORCE AND EFFECT.
(F)
EACH GUARANTEEING SUBSIDIARY SHALL NOT BE
ENTITLED TO ANY RIGHT OF SUBROGATION IN RELATION TO THE HOLDERS IN RESPECT OF
ANY OBLIGATIONS GUARANTEED HEREBY UNTIL PAYMENT IN FULL OF ALL OBLIGATIONS
GUARANTEED HEREBY.
(G)
AS BETWEEN THE GUARANTORS, ON THE ONE HAND,
AND THE HOLDERS AND THE TRUSTEE, ON THE OTHER HAND, (X) THE MATURITY OF THE
OBLIGATIONS GUARANTEED HEREBY MAY BE ACCELERATED AS PROVIDED IN ARTICLE 6 OF THE
INDENTURE FOR THE PURPOSES OF THIS NOTE GUARANTEE, NOTWITHSTANDING ANY STAY,
INJUNCTION OR OTHER PROHIBITION PREVENTING SUCH ACCELERATION IN RESPECT OF THE
OBLIGATIONS GUARANTEED HEREBY, AND (Y) IN THE EVENT OF ANY DECLARATION OF
ACCELERATION OF SUCH OBLIGATIONS AS PROVIDED IN ARTICLE 6 OF THE INDENTURE, SUCH
OBLIGATIONS (WHETHER OR NOT DUE AND PAYABLE) SHALL FORTHWITH BECOME DUE AND
PAYABLE BY THE GUARANTORS FOR THE PURPOSE OF THIS NOTE GUARANTEE.
(H)
THE GUARANTORS SHALL HAVE THE RIGHT TO SEEK
CONTRIBUTION FROM ANY NON-PAYING GUARANTOR SO LONG AS THE EXERCISE OF SUCH RIGHT
DOES NOT IMPAIR THE RIGHTS OF THE HOLDERS UNDER THE GUARANTEE.
3
(I)
PURSUANT TO SECTION 10.02 OF THE
INDENTURE, AFTER GIVING EFFECT TO ANY MAXIMUM AMOUNT AND ANY OTHER CONTINGENT
AND FIXED LIABILITIES THAT ARE RELEVANT UNDER ANY APPLICABLE BANKRUPTCY OR
FRAUDULENT CONVEYANCE LAWS, AND AFTER GIVING EFFECT TO ANY COLLECTIONS FROM,
RIGHTS TO RECEIVE CONTRIBUTION FROM OR PAYMENTS MADE BY OR ON BEHALF OF ANY
OTHER GUARANTOR IN RESPECT OF