(II) EACH PAYMENT
REQUIRED TO BE MADE BY THE BORROWERS UNDER THE CREDIT AGREEMENT IN RESPECT OF
ANY LETTER OF CREDIT, WHEN AND AS DUE, INCLUDING PAYMENTS IN RESPECT OF
REIMBURSEMENT OF DISBURSEMENTS, INTEREST THEREON AND OBLIGATIONS TO PROVIDE CASH
COLLATERAL AND (III) ALL OTHER MONETARY OBLIGATIONS, INCLUDING FEES, COSTS,
EXPENSES AND INDEMNITIES, WHETHER PRIMARY, SECONDARY, DIRECT, CONTINGENT, FIXED
OR OTHERWISE (INCLUDING MONETARY OBLIGATIONS INCURRED DURING THE PENDENCY OF ANY
BANKRUPTCY, INSOLVENCY, RECEIVERSHIP OR OTHER SIMILAR PROCEEDING, REGARDLESS OF
WHETHER ALLOWED OR ALLOWABLE IN SUCH PROCEEDING), OF EACH LOAN PARTY TO THE
SECURED PARTIES UNDER THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, (B) THE
DUE AND PUNCTUAL PERFORMANCE OF ALL COVENANTS, AGREEMENTS, OBLIGATIONS AND
LIABILITIES OF EACH LOAN PARTY UNDER OR PURSUANT TO THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS, (C) THE DUE AND PUNCTUAL PAYMENT AND PERFORMANCE OF ALL
OBLIGATIONS OF EACH LOAN PARTY, MONETARY OR OTHERWISE, UNDER EACH SWAP AGREEMENT
THAT (I) IS EFFECTIVE ON THE EFFECTIVE DATE WITH A COUNTERPARTY THAT IS A LENDER
(OR AN AFFILIATE OF A LENDER) AS OF THE EFFECTIVE DATE OR (II) IS ENTERED INTO
AFTER THE EFFECTIVE DATE WITH ANY COUNTERPARTY THAT IS A LENDER (OR AN AFFILIATE
THEREOF) AT THE TIME SUCH SWAP AGREEMENT IS ENTERED INTO AND (D) THE DUE AND
PUNCTUAL PAYMENT AND PERFORMANCE OF ALL MONETARY OBLIGATIONS OF EACH LOAN PARTY
IN RESPECT OF OVERDRAFTS AND RELATED LIABILITIES OWED TO ANY OF THE LENDERS (OR
ANY AFFILIATES THEREOF) OR WACHOVIA BANK N.A. (OR ANY AFFILIATES THEREOF)
ARISING FROM TREASURY, DEPOSITARY AND CASH MANAGEMENT SERVICES OR IN CONNECTION
WITH ANY AUTOMATED CLEARINGHOUSE TRANSFERS OF FUNDS (ALL THE MONETARY AND OTHER
OBLIGATIONS REFERRED TO IN THE PRECEDING CLAUSES (A) THROUGH (D) BEING
COLLECTIVELY CALLED THE "OBLIGATIONS").
EACH GUARANTOR FURTHER AGREES THAT THE
OBLIGATIONS MAY BE EXTENDED OR RENEWED, IN WHOLE OR IN PART, WITHOUT NOTICE TO
OR FURTHER ASSENT FROM IT, AND THAT IT WILL REMAIN BOUND UPON ITS GUARANTEE
NOTWITHSTANDING ANY EXTENSION OR RENEWAL OF ANY OBLIGATION.
The Parent Borrower is entering into this Agreement as a Guarantor in order to
Guarantee the Obligations of the Domestic Subsidiary Borrowers and the Canadian
Subsidiary Borrower and each Borrower other than the Parent Borrower is entering
into this Agreement as a Guarantor in order to guarantee the obligations of the
other Borrowers, and the obligations of each Borrower under the foregoing
paragraph shall be construed accordingly.
2.
OBLIGATIONS NOT WAIVED.
TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, EACH GUARANTOR WAIVES PRESENTMENT TO, DEMAND
OF PAYMENT FROM AND PROTEST TO EACH OF THE BORROWERS OF ANY OF THE OBLIGATIONS,
AND ALSO WAIVES NOTICE OF ACCEPTANCE OF ITS GUARANTEE AND NOTICE OF PROTEST FOR
NONPAYMENT.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE OBLIGATIONS
OF EACH GUARANTOR HEREUNDER SHALL NOT BE AFFECTED BY (A) THE FAILURE OF THE
ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR ANY OTHER
2
Secured Party to assert any claim or demand or to enforce or exercise any right
or remedy against any of