SUCH SECURITY IN LIEU OF FORECLOSURE, COMPROMISE OR ADJUST ANY PART OF THE
GUARANTEED OBLIGATIONS, MAKE ANY OTHER ACCOMMODATION WITH THE BORROWER OR ANY
OTHER LOAN PARTY OR EXERCISE ANY OTHER RIGHT OR REMEDY AVAILABLE TO THEM AGAINST
THE BORROWER OR ANY OTHER LOAN PARTY, WITHOUT AFFECTING OR IMPAIRING IN ANY WAY
THE LIABILITY OF ANY GUARANTOR HEREUNDER EXCEPT TO THE EXTENT THE GUARANTEED
OBLIGATIONS HAVE BEEN INDEFEASIBLY PAID IN FULL IN CASH (EXCLUDING CONTINGENT
OBLIGATIONS AS TO WHICH NO CLAIM HAS BEEN MADE); PROVIDED THAT THE FOREGOING
SHALL NOT BE CONSTRUED TO GRANT ANY RIGHT OR REMEDY OTHER THAN THOSE SET FORTH
ELSEWHERE IN THE LOAN DOCUMENTS.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, EACH GUARANTOR WAIVES ANY DEFENSE ARISING OUT OF ANY SUCH ELECTION EVEN
THOUGH SUCH ELECTION OPERATES, PURSUANT TO APPLICABLE LAW, TO IMPAIR OR TO
EXTINGUISH ANY RIGHT OF REIMBURSEMENT OR SUBROGATION OR OTHER RIGHT OR REMEDY OF
SUCH GUARANTOR AGAINST THE BORROWER OR ANY OTHER LOAN PARTY, AS THE CASE MAY BE,
OR ANY SECURITY.
(c) Notwithstanding any other provision contained in this Agreement or any other
Loan Document, with respect to the Guarantors (in their capacity as such)
incorporated, formed or established in Canada or any province or territory
thereof (the "Canadian Guarantors"), if a "secured creditor" (as that term is
defined under the Bankruptcy and Insolvency Act (Canada)) is determined by a
court of competent jurisdiction not to include a Person to whom obligations are
owed on a joint or joint and several basis, then the obligations of each
Canadian Guarantor under this Agreement, to the extent such obligations are
secured, only shall be several obligations and not joint or joint and several
obligations.
SECTION 2.05.
REINSTATEMENT.
EACH GUARANTOR AGREES THAT, UNLESS RELEASED
PURSUANT TO SECTION 5.13.
(B), ITS GUARANTEE HEREUNDER SHALL CONTINUE TO BE
EFFECTIVE OR BE REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME PAYMENT, OR ANY
PART THEREOF, OF ANY ITS GUARANTEED OBLIGATIONS IS RESCINDED OR MUST OTHERWISE
BE RESTORED BY ANY CREDIT PARTY UPON THE BANKRUPTCY OR REORGANIZATION OF THE
BORROWER OR ANY OTHER LOAN PARTY.
SECTION 2.06.
AGREEMENT TO PAY; SUBROGATION.
IN FURTHERANCE OF THE FOREGOING
AND NOT IN LIMITATION OF ANY OTHER RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY
OTHER CREDIT PARTY HAS AT LAW OR IN EQUITY AGAINST ANY GUARANTOR BY VIRTUE
HEREOF, UPON THE FAILURE OF THE BORROWER OR ANY OTHER LOAN PARTY TO PAY ANY
GUARANTEED OBLIGATION WHEN AND AS THE SAME SHALL BECOME DUE, WHETHER AT
MATURITY, BY ACCELERATION, AFTER NOTICE OF
PREPAYMENT OR OTHERWISE, EACH GUARANTOR GUARANTEEING SUCH GUARANTEED OBLIGATION
HEREBY PROMISES TO AND WILL FORTHWITH PAY, OR CAUSE TO BE PAID, TO THE
ADMINISTRATIVE AGENT FOR DISTRIBUTION TO THE APPLICABLE CREDIT PARTIES IN CASH
THE AMOUNT OF SUCH UNPAID GUARANTEED OBLIGATION.
UPON PAYMENT BY ANY GUARANTOR
OF ANY SUMS TO THE ADMINISTRATIVE AGENT AS PROVIDED ABOVE, ALL RIGHTS OF SUCH
GUARANTOR AGAINST THE BORROWER OR ANY OTHER LOAN PARTY ARISING AS A RESULT
THEREOF BY WAY OF