RIGHT OF SUBROGATION, CONTRIBUTION, REIMBURSEMENT, INDEMNITY
OR OTHERWISE SHALL IN ALL RESPECTS BE SUBJECT TO ARTICLE III.
SECTION 2.07.
INFORMATION.
EACH GUARANTOR ASSUMES ALL RESPONSIBILITY FOR
KEEPING ITSELF INFORMED OF THE BORROWER'S AND EACH OTHER LOAN PARTY'S FINANCIAL
CONDITION AND ASSETS, AND OF ALL OTHER CIRCUMSTANCES BEARING UPON THE RISK OF
NONPAYMENT OF ITS GUARANTEED OBLIGATIONS AND THE NATURE, SCOPE AND EXTENT OF THE
RISKS THAT SUCH GUARANTOR ASSUMES AND INCURS HEREUNDER, AND AGREES THAT NONE OF
THE CREDIT PARTIES WILL HAVE ANY DUTY TO ADVISE SUCH GUARANTOR OF INFORMATION
KNOWN TO IT OR ANY OF THEM REGARDING SUCH CIRCUMSTANCES OR RISKS.
SECTION 2.08.
PAYMENTS FREE OF TAXES.
ANY AND ALL PAYMENTS BY OR ON ACCOUNT OF
ANY OBLIGATION OF ANY GUARANTOR HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT SHALL
BE MADE FREE AND CLEAR OF AND WITHOUT DEDUCTION OR WITHHOLDING FOR ANY
INDEMNIFIED TAXES ON THE SAME TERMS AND TO THE SAME EXTENT THAT PAYMENTS BY THE
BORROWER ARE REQUIRED TO BE SO MADE PURSUANT TO THE TERMS OF SECTION 3.01 OF THE
CREDIT AGREEMENT. THE PROVISIONS OF SECTION 3.01 OF THE CREDIT AGREEMENT SHALL
APPLY TO EACH GUARANTOR, MUTATIS MUTANDIS.
SECTION 2.09.
INTEREST ACT (CANADA). THE GUARANTORS ACKNOWLEDGE THAT CERTAIN OF
THE RATES OF INTEREST APPLICABLE TO THE GUARANTEED OBLIGATIONS MAY BE COMPUTED
ON THE BASIS OF A YEAR OF 360 DAYS OR 365 DAYS, AS THE CASE MAY BE AND PAID FOR
THE ACTUAL NUMBER OF DAYS ELAPSED.
FOR PURPOSES OF THE INTEREST ACT (CANADA),
WHENEVER ANY INTEREST IS CALCULATED USING A RATE BASED ON A YEAR OF 360 DAYS OR
365 DAYS, AS THE CASE MAY BE, SUCH RATE DETERMINED PURSUANT TO SUCH CALCULATION,
WHEN EXPRESSED AS AN ANNUAL RATE IS EQUIVALENT TO (I) THE APPLICABLE RATE BASED
ON A YEAR OF 360 DAYS OR 365 DAYS, AS THE CASE MAY BE, (II) MULTIPLIED BY THE
ACTUAL NUMBER OF DAYS IN THE CALENDAR YEAR IN WHICH THE PERIOD FOR SUCH INTEREST
IS PAYABLE (OR COMPOUNDED) ENDS, AND (III) DIVIDED BY 360 OR 365, AS THE CASE
MAY BE.
SECTION 2.10.
NO PREJUDICE TO CREDIT PARTIES OR ADMINISTRATIVE AGENT. THE
CREDIT PARTIES AND THE ADMINISTRATIVE AGENT ARE NOT PREJUDICED IN ANY WAY IN THE
RIGHT TO ENFORCE ANY PROVISION OF THIS AGREEMENT BY ANY ACT OR FAILURE TO ACT ON
THE PART OF THE BORROWER, THE CREDIT PARTIES OR THE ADMINISTRATIVE AGENT.
THE
ADMINISTRATIVE AGENT AND THE CREDIT PARTIES MAY, AT ANY TIME AND FROM TIME TO
TIME, IN SUCH MANNER AS ANY OF THEM MAY DETERMINE IS EXPEDIENT, WITHOUT ANY
CONSENT OF, OR NOTICE TO, ANY GUARANTOR AND WITHOUT IMPAIRING OR RELEASING THE
OBLIGATIONS OF ANY GUARANTOR (I) CHANGE THE MANNER, PLACE, TIME OR TERMS OF
PAYMENT OR PERFORMANCE OF THE GUARANTEE OBLIGATIONS, (II) RENEW OR ALTER THE
GUARANTEED OBLIGATIONS, (III) AMEND, VARY, MODIFY, SUPPLEMENT OR REPLACE ANY
LOAN DOCUMENT OR ANY OTHER RELATED DOCUMENT OR INSTRUMENT, (IV) DISCONTINUE,
REDUCE, RENEW, INCREASE, ABSTAIN FROM RENEWING OR OTHERWISE VARY ANY CREDIT OR
CREDIT FACILITIES TO,
ANY