PARTIES HERETO ACKNOWLEDGE THAT THE RIGHTS OF CONTRIBUTION AND
INDEMNIFICATION HEREUNDER SHALL CONSTITUTE ASSETS OF THE GUARANTOR OR GUARANTORS
TO WHICH SUCH CONTRIBUTION AND INDEMNIFICATION IS OWING.
(E)
THE RIGHTS OF THE INDEMNIFYING GUARANTORS AGAINST OTHER GUARANTORS
UNDER THIS SECTION 7 SHALL BE EXERCISABLE UPON THE FULL AND INDEFEASIBLE PAYMENT
OF THE GUARANTEED OBLIGATIONS IN CASH (OTHER THAN UNLIQUIDATED OBLIGATIONS THAT
HAVE NOT YET ARISEN) AND THE TERMINATION OR EXPIRY (OR IN THE CASE OF ALL
LETTERS OF CREDIT FULL COLLATERALIZATION), ON TERMS REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT, OF THE COMMITMENTS AND ALL LETTERS OF CREDIT ISSUED UNDER
THE CREDIT AGREEMENT AND THE TERMINATION OF THE CREDIT AGREEMENT, THE SWAP
AGREEMENTS AND THE BANKING SERVICES AGREEMENTS.
SECTION 8.
STAY OF ACCELERATION.
IF ACCELERATION OF THE TIME FOR
PAYMENT OF ANY AMOUNT PAYABLE BY THE BORROWER UNDER THE CREDIT AGREEMENT, ANY
COUNTERPARTY TO ANY SWAP AGREEMENT, ANY BANKING SERVICES AGREEMENT OR ANY OTHER
LOAN DOCUMENT IS STAYED UPON THE INSOLVENCY, BANKRUPTCY OR REORGANIZATION OF THE
BORROWER OR ANY OF ITS AFFILIATES, ALL SUCH AMOUNTS OTHERWISE SUBJECT TO
ACCELERATION UNDER THE TERMS OF THE CREDIT AGREEMENT, ANY SWAP AGREEMENT, ANY
BANKING SERVICES AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL NONETHELESS BE
PAYABLE BY EACH OF THE GUARANTORS HEREUNDER FORTHWITH ON DEMAND BY THE
ADMINISTRATIVE AGENT.
SECTION 9.
NOTICES.
ALL NOTICES, REQUESTS AND OTHER COMMUNICATIONS TO
ANY PARTY HEREUNDER SHALL BE GIVEN IN THE MANNER PRESCRIBED IN SECTION 9.01 OF
THE CREDIT AGREEMENT WITH RESPECT TO THE ADMINISTRATIVE AGENT AT ITS NOTICE
ADDRESS THEREIN AND, WITH RESPECT TO ANY GUARANTOR, IN THE CARE OF THE BORROWER
AT THE ADDRESS OF THE BORROWER SET FORTH IN THE CREDIT AGREEMENT, OR SUCH OTHER
ADDRESS OR TELECOPY NUMBER AS SUCH PARTY MAY HEREAFTER SPECIFY FOR SUCH PURPOSE
IN ACCORDANCE WITH THE PROVISIONS OF SECTION 9.01 OF THE CREDIT AGREEMENT.
SECTION 10.
NO WAIVERS.
NO FAILURE OR DELAY BY THE ADMINISTRATIVE AGENT
OR ANY HOLDER OF SECURED OBLIGATIONS IN EXERCISING ANY RIGHT, POWER OR PRIVILEGE
HEREUNDER SHALL OPERATE AS A WAIVER THEREOF NOR SHALL ANY SINGLE OR PARTIAL
EXERCISE THEREOF PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE
OF ANY OTHER RIGHT, POWER OR PRIVILEGE.
THE RIGHTS AND REMEDIES PROVIDED IN
THIS GUARANTY, THE CREDIT AGREEMENT, ANY SWAP AGREEMENT, ANY BANKING SERVICES
AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE CUMULATIVE AND NOT EXCLUSIVE OF
ANY RIGHTS OR REMEDIES PROVIDED BY LAW.
7
SECTION 11.
SUCCESSORS AND ASSIGNS.
THIS GUARANTY IS FOR THE BENEFIT OF
THE ADMINISTRATIVE AGENT AND THE HOLDERS OF SECURED OBLIGATIONS AND THEIR
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS, PROVIDED, THAT NO GUARANTOR SHALL
HAVE ANY RIGHT TO ASSIGN ITS RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE CONSENT
OF THE ADMINISTRATIVE AGENT, AND ANY SUCH ASSIGNMENT IN VIOLATION OF THIS
SECTION 11 SHALL BE NULL AND VOID; AND IN THE EVENT OF AN ASSIGNMENT OF ANY
AMOUNTS PAYABLE UNDER THE CREDIT AGREEMENT, ANY SWAP AGREEMENT, ANY BANKING
SERVICES AGREEMENT OR THE OTHER LOAN DOCUMENTS IN ACCORDANCE WITH THE RESPECTIVE
TERMS THEREOF, THE