IN, OR TO PRESERVE ANY RIGHTS TO, ANY
SECURITY OR COLLATERAL FOR THE GUARANTEED OBLIGATIONS, IF ANY;
(VIII)
THE ELECTION BY, OR ON BEHALF OF, ANY ONE OR MORE OF THE HOLDERS
OF SECURED OBLIGATIONS, IN ANY PROCEEDING INSTITUTED UNDER CHAPTER 11 OF TITLE
11 OF THE UNITED STATES CODE (11 U.S.C. 101 ET SEQ.) (OR ANY SUCCESSOR STATUTE,
THE "BANKRUPTCY CODE"), OF THE APPLICATION OF SECTION 1111(B)(2) OF THE
BANKRUPTCY CODE;
(IX)
ANY BORROWING OR GRANT OF A SECURITY INTEREST BY THE BORROWER, AS
DEBTOR-IN-POSSESSION, UNDER SECTION 364 OF THE BANKRUPTCY CODE;
(X)
THE DISALLOWANCE, UNDER SECTION 502 OF THE BANKRUPTCY CODE, OF
ALL OR ANY PORTION OF THE CLAIMS OF THE HOLDERS OF SECURED OBLIGATIONS OR THE
ADMINISTRATIVE AGENT FOR REPAYMENT OF ALL OR ANY PART OF THE GUARANTEED
OBLIGATIONS;
(XI)
THE FAILURE OF ANY OTHER GUARANTOR TO SIGN OR BECOME PARTY TO
THIS GUARANTY OR ANY AMENDMENT, CHANGE, OR REAFFIRMATION HEREOF; OR
(XII)
ANY OTHER ACT OR OMISSION TO ACT OR DELAY OF ANY KIND BY THE
BORROWER, ANY OTHER GUARANTOR OF THE GUARANTEED OBLIGATIONS, THE ADMINISTRATIVE
AGENT, ANY HOLDER OF SECURED OBLIGATIONS OR ANY OTHER PERSON OR ANY OTHER
CIRCUMSTANCE WHATSOEVER WHICH MIGHT, BUT FOR THE PROVISIONS OF THIS SECTION 3,
CONSTITUTE A LEGAL OR EQUITABLE DISCHARGE OF ANY GUARANTOR'S OBLIGATIONS
HEREUNDER.
SECTION 4.
DISCHARGE ONLY UPON PAYMENT IN FULL; REINSTATEMENT IN
CERTAIN CIRCUMSTANCES.
EACH OF THE GUARANTORS' OBLIGATIONS HEREUNDER SHALL
REMAIN IN FULL FORCE AND EFFECT UNTIL ALL GUARANTEED OBLIGATIONS SHALL HAVE BEEN
PAID IN FULL IN CASH (OTHER THAN UNLIQUIDATED OBLIGATIONS THAT HAVE NOT YET
ARISEN) AND THE COMMITMENTS AND ALL LETTERS OF CREDIT ISSUED UNDER THE CREDIT
AGREEMENT SHALL HAVE TERMINATED OR EXPIRED OR, IN THE CASE OF ALL LETTERS OF
CREDIT, ARE FULLY COLLATERALIZED ON TERMS REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT, AT WHICH TIME, SUBJECT TO ALL THE FOREGOING CONDITIONS,
THE GUARANTEES MADE HEREUNDER SHALL BE TERMINATED.
IF AT ANY TIME ANY PAYMENT
OF THE PRINCIPAL OF OR INTEREST ON ANY LOAN, SECURED OBLIGATION OR ANY OTHER
AMOUNT PAYABLE BY THE BORROWER OR ANY OTHER PARTY UNDER THE CREDIT AGREEMENT,
ANY SWAP AGREEMENT, ANY BANKING SERVICES AGREEMENT OR ANY OTHER LOAN DOCUMENT IS
RESCINDED OR MUST BE OTHERWISE RESTORED OR RETURNED UPON THE INSOLVENCY,
BANKRUPTCY OR REORGANIZATION OF THE BORROWER OR OTHERWISE, EACH OF THE
GUARANTORS' OBLIGATIONS HEREUNDER WITH RESPECT TO SUCH PAYMENT SHALL BE
REINSTATED AS THOUGH SUCH PAYMENT HAD BEEN DUE BUT NOT MADE AT SUCH TIME.
THE
PARTIES HERETO ACKNOWLEDGE AND AGREE THAT EACH OF THE GUARANTEED OBLIGATIONS
SHALL BE DUE AND PAYABLE IN THE SAME CURRENCY AS SUCH GUARANTEED OBLIGATION IS
DENOMINATED, BUT IF CURRENCY CONTROL OR EXCHANGE REGULATIONS ARE IMPOSED IN THE
COUNTRY WHICH ISSUES SUCH CURRENCY WITH THE RESULT THAT SUCH CURRENCY (THE
"ORIGINAL CURRENCY") NO LONGER EXISTS OR THE RELEVANT GUARANTOR IS NOT ABLE TO
MAKE PAYMENT IN SUCH
4
ORIGINAL CURRENCY, THEN ALL PAYMENTS TO BE MADE BY SUCH GUARANTOR HEREUNDER IN
SUCH CURRENCY SHALL INSTEAD BE MADE WHEN DUE IN DOLLARS