ALL OF ITS ASSETS TO THE BORROWER OR ANOTHER SUBSIDIARY
GUARANTOR, (IV) CONCURRENTLY WITH ANY SUBSIDIARY GUARANTOR BECOMING AN
UNRESTRICTED SUBSIDIARY, (V) SUBJECT TO SUBSECTIONS 2.1(B)(III) AND 2.2(B), UPON
THE FULL DISCHARGE OR RELEASE OF THE GUARANTEED OBLIGATIONS UNDER THE CREDIT
AGREEMENT OR (VI) SUBJECT TO SUBSECTIONS 2.1(B)(III) AND 2.2(B), UPON PAYMENT IN
FULL OF THE AGGREGATE PRINCIPAL AMOUNT OF ALL OUTSTANDING LOANS AND SENIOR
INTERIM LOAN NOTES AND ALL OTHER GUARANTEED OBLIGATIONS THEN DUE AND OWING.
IN
ADDITION, THE BORROWER WILL HAVE THE RIGHT, UPON 30 DAYS' NOTICE TO THE
ADMINISTRATIVE AGENT, TO CAUSE ANY SUBSIDIARY GUARANTOR THAT HAS NOT GUARANTEED
PAYMENT OF ANY INDEBTEDNESS OF THE BORROWER OR ANY SUBSIDIARY GUARANTOR UNDER
CREDIT FACILITIES OR CAPITAL MARKET SECURITIES TO BE UNCONDITIONALLY RELEASED
FROM ALL OBLIGATIONS UNDER ITS SUBSIDIARY GUARANTEE,
5
AND SUCH SUBSIDIARY GUARANTEE SHALL THEREUPON TERMINATE AND BE DISCHARGED AND OF
NO FURTHER FORCE OR EFFECT.
Upon any such occurrence specified in this subsection 2.3, the Administrative
Agent shall execute any documents reasonably requested by the Borrower in order
to evidence such release, discharge and termination in respect of the applicable
Subsidiary Guarantee.
2.4
WAIVER OF SUBROGATION.
EACH SUBSIDIARY GUARANTOR HEREBY
IRREVOCABLY WAIVES ANY CLAIM OR OTHER RIGHTS THAT IT MAY NOW OR HEREAFTER
ACQUIRE AGAINST THE BORROWER THAT ARISE FROM THE EXISTENCE, PAYMENT, PERFORMANCE
OR ENFORCEMENT OF THE BORROWER'S OBLIGATIONS UNDER THE CREDIT AGREEMENT AND THE
SENIOR INTERIM LOAN NOTES OR SUCH SUBSIDIARY GUARANTOR'S OBLIGATIONS UNDER THIS
AGREEMENT, INCLUDING ANY RIGHT OF SUBROGATION, REIMBURSEMENT, EXONERATION,
INDEMNIFICATION, AND ANY RIGHT TO PARTICIPATE IN ANY CLAIM OR REMEDY OF ANY
LENDER AGAINST THE BORROWER, WHETHER OR NOT SUCH CLAIM, REMEDY OR RIGHT ARISES
IN EQUITY, OR UNDER CONTRACT, STATUTE OR COMMON LAW, UNTIL THIS AGREEMENT IS
DISCHARGED AND ALL OF THE LOANS AND SENIOR INTERIM LOAN NOTES ARE DISCHARGED AND
PAID IN FULL.
IF ANY AMOUNT SHALL BE PAID TO ANY SUBSIDIARY GUARANTOR IN
VIOLATION OF THE PRECEDING SENTENCE AND THE LOANS AND SENIOR INTERIM LOAN NOTES
SHALL NOT HAVE BEEN PAID IN FULL, SUCH AMOUNT SHALL BE DEEMED TO HAVE BEEN PAID
TO SUCH SUBSIDIARY GUARANTOR FOR THE BENEFIT OF, AND HELD IN TRUST FOR THE
BENEFIT OF, THE LENDERS, AND SHALL FORTHWITH BE PAID TO THE ADMINISTRATIVE AGENT
FOR THE BENEFIT OF SUCH LENDERS TO BE CREDITED AND APPLIED UPON THE LOANS AND
SENIOR INTERIM LOAN NOTES, WHETHER MATURED OR UNMATURED, IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT.
2.5
NOTATION NOT REQUIRED.
NEITHER THE BORROWER NOR ANY SUBSIDIARY
GUARANTOR SHALL BE REQUIRED TO MAKE A NOTATION ON THE SENIOR INTERIM LOAN NOTES
TO REFLECT ANY SUBSIDIARY GUARANTEE OR ANY RELEASE, TERMINATION OR DISCHARGE
THEREOF.
SECTION 3
MISCELLANEOUS
3.1
AMENDMENTS IN WRITING.
NONE OF THE TERMS OR PROVISIONS OF THIS
AGREEMENT MAY BE WAIVED, AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED EXCEPT BY A
WRITTEN INSTRUMENT EXECUTED BY EACH AFFECTED SUBSIDIARY GUARANTOR AND THE
ADMINISTRATIVE AGENT, PROVIDED THAT (A) ANY PROVISION OF THIS AGREEMENT IMPOSING
OBLIGATIONS ON ANY SUBSIDIARY GUARANTOR MAY BE WAIVED BY THE ADMINISTRATIVE
AGENT