THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY OTHER PERSON, OR ANY OTHER
CIRCUMSTANCE WHATSOEVER WHICH MIGHT, BUT FOR THE PROVISIONS OF THIS PARAGRAPH,
CONSTITUTE A LEGAL OR EQUITABLE DISCHARGE OR DEFENSE OF A GUARANTOR OR SURETY.
SECTION 8.03
DISCHARGE ONLY UPON PAYMENT IN FULL; REIMBURSEMENT IN
CERTAIN CIRCUMSTANCES.
THE GUARANTEE AND OTHER AGREEMENTS IN THIS ARTICLE VIII
SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE COMMITMENTS SHALL HAVE
TERMINATED, NO LETTER OF CREDIT SHALL BE OUTSTANDING AND THE PRINCIPAL OF AND
INTEREST ON THE LOANS, THE NOTES AND ALL OTHER AMOUNTS WHATSOEVER PAYABLE BY THE
BORROWER UNDER ANY LOAN DOCUMENT SHALL HAVE BEEN FINALLY PAID IN FULL.
IF AT
ANY TIME ANY PAYMENT OF ANY SUCH AMOUNT PAYABLE BY THE BORROWER UNDER ANY LOAN
DOCUMENT IS RESCINDED OR MUST BE OTHERWISE RESTORED OR RETURNED UPON THE
INSOLVENCY, BANKRUPTCY OR REORGANIZATION OF THE BORROWER OR OTHERWISE, THE
GUARANTOR'S OBLIGATIONS HEREUNDER WITH RESPECT TO SUCH PAYMENT SHALL BE
REINSTATED AT SUCH TIME AS THOUGH SUCH PAYMENT HAD BEEN DUE BUT NOT MADE AT SUCH
TIME.
SECTION 8.04
WAIVER BY THE GUARANTOR.
THE GUARANTOR IRREVOCABLY WAIVES
ACCEPTANCE HEREOF, PRESENTMENT, DEMAND, PROTEST AND ANY NOTICE NOT PROVIDED FOR
HEREIN, AS WELL AS ANY REQUIREMENT THAT AT ANY TIME ANY ACTION BE TAKEN BY ANY
PERSON AGAINST THE BORROWER OR ANY OTHER PERSON.
SECTION 8.05
SUBROGATION.
UPON MAKING ANY PAYMENT HEREUNDER WITH
RESPECT TO THE BORROWER, THE GUARANTOR SHALL BE SUBROGATED TO THE RIGHTS OF THE
PAYEE AGAINST THE
52
BORROWER WITH RESPECT TO SUCH PAYMENT; PROVIDED THAT THE GUARANTOR SHALL NOT
ENFORCE ANY PAYMENT BY WAY OF SUBROGATION UNTIL ALL AMOUNTS OF PRINCIPAL OF AND
INTEREST ON THE LOANS AND ALL OTHER AMOUNTS PAYABLE BY THE BORROWER UNDER ANY
LOAN DOCUMENT HAS BEEN PAID IN FULL AND THE COMMITMENTS AND THE LETTERS OF
CREDIT HAVE BEEN TERMINATED.
SECTION 8.06
STAY OF ACCELERATION.
IN THE EVENT THAT ACCELERATION OF
THE TIME FOR PAYMENT OF ANY AMOUNT PAYABLE BY THE BORROWER UNDER ANY LOAN
DOCUMENT IS STAYED UPON INSOLVENCY, BANKRUPTCY OR REORGANIZATION OF THE
BORROWER, ALL SUCH AMOUNTS OTHERWISE SUBJECT TO ACCELERATION UNDER THE TERMS OF
THIS AGREEMENT SHALL NONETHELESS BE PAYABLE BY THE GUARANTOR HEREUNDER FORTHWITH
ON DEMAND BY THE REQUIRED LENDERS.
ARTICLE IX
Yield Protection, Illegality and Taxes
SECTION 9.01
ALTERNATE RATE OF INTEREST.
IF PRIOR TO THE COMMENCEMENT
OF ANY INTEREST PERIOD FOR A EURODOLLAR LOAN:
(A)
THE ADMINISTRATIVE AGENT DETERMINES (WHICH DETERMINATION SHALL BE
CONCLUSIVE ABSENT MANIFEST ERROR) THAT ADEQUATE AND REASONABLE MEANS DO NOT
EXIST FOR ASCERTAINING THE LIBO RATE FOR SUCH INTEREST PERIOD; OR
(B)
THE ADMINISTRATIVE AGENT IS ADVISED BY THE REQUIRED LENDERS THAT
THE LIBO RATE FOR SUCH INTEREST PERIOD (TOGETHER WITH ANY AMOUNTS PAYABLE
PURSUANT TO SECTION 9.03 OR 9.05) WILL NOT ADEQUATELY AND FAIRLY REFLECT THE
COST TO SUCH LENDERS OF MAKING OR MAINTAINING THEIR LOANS FOR SUCH INTEREST
PERIOD;
then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or facsimile or electronic mail as promptly as