THE HOLDERS AND THE TRUSTEE.
(I)
EACH GUARANTOR AGREES THAT IT SHALL NOT BE ENTITLED TO ANY RIGHT
OF SUBROGATION IN RELATION TO THE HOLDERS IN RESPECT OF ANY GUARANTEED
OBLIGATIONS GUARANTEED HEREBY UNTIL PAYMENT IN FULL OF ALL GUARANTEED
OBLIGATIONS AND ALL OBLIGATIONS TO WHICH THE GUARANTEED OBLIGATIONS ARE
SUBORDINATED AS PROVIDED IN ARTICLE 12.
EACH GUARANTOR FURTHER AGREES THAT, AS
BETWEEN IT, ON THE ONE HAND, AND THE HOLDERS AND THE TRUSTEE, ON THE OTHER HAND,
(I) THE MATURITY OF THE GUARANTEED OBLIGATIONS GUARANTEED HEREBY MAY BE
ACCELERATED AS PROVIDED
78
IN ARTICLE 7 FOR THE PURPOSES OF ANY GUARANTEE HEREIN, NOTWITHSTANDING ANY STAY,
INJUNCTION OR OTHER PROHIBITION PREVENTING SUCH ACCELERATION IN RESPECT OF THE
GUARANTEED OBLIGATIONS GUARANTEED HEREBY, AND (II) IN THE EVENT OF ANY
DECLARATION OF ACCELERATION OF SUCH GUARANTEED OBLIGATIONS AS PROVIDED IN
ARTICLE 7, SUCH GUARANTEED OBLIGATIONS (WHETHER OR NOT DUE AND PAYABLE) SHALL
FORTHWITH BECOME DUE AND PAYABLE BY SUCH GUARANTOR FOR THE PURPOSES OF THIS
SECTION 11.01.
(J)
EACH GUARANTOR ALSO AGREES TO PAY ANY AND ALL COSTS AND EXPENSES
(INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) INCURRED BY THE TRUSTEE OR
ANY HOLDER IN ENFORCING ANY RIGHTS UNDER THIS SECTION 11.01.
(K)
UPON REQUEST OF THE TRUSTEE, EACH GUARANTOR SHALL EXECUTE AND
DELIVER SUCH FURTHER INSTRUMENTS AND DO SUCH FURTHER ACTS AS MAY BE REASONABLY
NECESSARY OR PROPER TO CARRY OUT MORE EFFECTIVELY THE PURPOSE OF THIS INDENTURE.
SECTION 11.02.
LIMITATION ON LIABILITY.
(A) ANY TERM OR PROVISION OF
THIS INDENTURE TO THE CONTRARY NOTWITHSTANDING, THE MAXIMUM AGGREGATE AMOUNT OF
THE GUARANTEED OBLIGATIONS GUARANTEED HEREUNDER BY ANY GUARANTOR SHALL NOT
EXCEED THE MAXIMUM AMOUNT THAT CAN BE HEREBY GUARANTEED WITHOUT RENDERING THE
GUARANTEE, AS IT RELATES TO SUCH GUARANTOR, VOIDABLE UNDER APPLICABLE LAW
RELATING TO FRAUDULENT CONVEYANCE OR FRAUDULENT TRANSFER OR SIMILAR LAWS
AFFECTING THE RIGHTS OF CREDITORS GENERALLY.
(B)
ANY GUARANTEE OF ANY SUBSIDIARY GUARANTOR SHALL TERMINATE AND BE
OF NO FURTHER FORCE OR EFFECT AND SUCH SUBSIDIARY GUARANTOR SHALL BE DEEMED TO
BE RELEASED FROM ALL OBLIGATIONS UNDER THIS ARTICLE 11 UPON (I) THE SALE OR
OTHER DISPOSITION (INCLUDING THROUGH MERGER OR CONSOLIDATION) OF THE CAPITAL
STOCK, OR ALL OR SUBSTANTIALLY ALL THE ASSETS, OF THE APPLICABLE GUARANTOR IF
SUCH SALE OR OTHER DISPOSITION IS MADE IN COMPLIANCE WITH SECTION 5.08; (II) THE
DESIGNATION BY THE COMPANY OF ANY RESTRICTED SUBSIDIARY AS AN UNRESTRICTED
SUBSIDIARY IN ACCORDANCE WITH THE PROVISIONS OF THIS INDENTURE; OR (III) THE
APPLICABLE GUARANTOR CEASING TO BE A SUBSIDIARY OF THE COMPANY AS A RESULT OF
ANY FORECLOSURE OF ANY PLEDGE OR SECURITY INTEREST SECURING SENIOR INDEBTEDNESS
OR OTHER EXERCISE OF REMEDIES IN RESPECT THEREOF IF SUCH GUARANTOR IS RELEASED
FROM ITS GUARANTEES OF, AND ALL PLEDGES AND SECURITY INTERESTS GRANTED IN
CONNECTION WITH, SUCH SENIOR INDEBTEDNESS.
In the event that the conditions specified in this Section 11.02(b) are
satisfied and the Company delivers to the Trustee an Opinion of Counsel and an
Officers' Certificate to that effect, the Trustee shall execute and deliver an