ADMINISTRATIVE AGENT AS THE
ADMINISTRATIVE AGENT MAY DESIGNATE IN WRITING TO THE PURCHASING PARTY FOR SUCH
PURPOSE THE FOLLOWING AMOUNTS: (I) THE FULL AMOUNT OF THE SECURED
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REVOLVING OBLIGATIONS THEN OUTSTANDING AND UNPAID (INCLUDING PRINCIPAL,
INTEREST, FEES AND EXPENSES, INCLUDING ATTORNEYS' FEES AND EXPENSES AND, IN THE
CASE OF ANY SWAP AGREEMENT, IF TERMINATED, THE AMOUNT THAT WOULD BE PAYABLE BY
THE PARENT BORROWER OR ANY OF ITS SUBSIDIARIES IF IT WERE TO TERMINATE SUCH SWAP
AGREEMENT ON THE DATE OF SUCH PURCHASE AND SALE OR, IF NOT TERMINATED, AN AMOUNT
REASONABLY DETERMINED BY THE APPLICABLE REVOLVING LENDER (OR AFFILIATE THEREOF)
PARTY TO SUCH SWAP AGREEMENT TO BE NECESSARY TO COLLATERALIZE ITS CREDIT RISK
ARISING FROM SUCH SWAP AGREEMENT) AND (II) FURNISH TO THE ADMINISTRATIVE AGENT
AN AMOUNT IN CASH EQUAL TO 105% OF THE U.S. L/C EXPOSURE AND THE CANADIAN L/C
EXPOSURE (SUBJECT TO RETURN IF THE LETTERS OF CREDIT EXPIRE OR ARE CANCELED).
FROM TIME TO TIME AFTER THE PURCHASE DATE, UPON DEMAND, THE PURCHASING PARTY
SHALL REIMBURSE THE ADMINISTRATIVE AGENT AND THE REVOLVING LENDERS FOR ANY LOSS,
COST, DAMAGE OR EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) IN
CONNECTION WITH ANY FEES, COSTS OR EXPENSES RELATED TO ANY CHECKS OR OTHER
PAYMENTS PROVISIONALLY CREDITED TO THE SECURED REVOLVING OBLIGATIONS AND/OR AS
TO WHICH THE REVOLVING LENDERS HAVE NOT YET RECEIVED FINAL PAYMENT.
(D)
THE ADMINISTRATIVE AGENT SHALL, PROMPTLY FOLLOWING ITS RECEIPT THEREOF,
DISTRIBUTE THE AMOUNTS RECEIVED BY IT IN RESPECT OF SUCH PURCHASE PRICE TO THE
SECURED PARTIES RATABLY ACCORDING TO THE SECURED REVOLVING OBLIGATIONS OWING TO
THE SECURED PARTIES.
INTEREST SHALL BE CALCULATED TO BUT EXCLUDING THE DAY ON
WHICH SUCH PURCHASE AND SALE OCCUR, IF THE AMOUNTS SO PAID BY THE PURCHASING
PARTY TO THE BANK ACCOUNT DESIGNATED BY THE ADMINISTRATIVE AGENT ARE RECEIVED IN
SUCH BANK ACCOUNT PRIOR TO 12:00 NOON, NEW YORK CITY TIME, AND INTEREST SHALL BE
CALCULATED TO AND INCLUDING SUCH DAY IF THE AMOUNTS SO PAID BY THE PURCHASING
PARTY TO THE BANK ACCOUNT DESIGNATED BY THE ADMINISTRATIVE AGENT ARE RECEIVED IN
SUCH BANK ACCOUNT LATER THAN 12:00 NOON, NEW YORK CITY TIME.
ARTICLE X
Loan Guaranty
SECTION 10.01.
GUARANTY.
(A)
EACH U.S. LOAN GUARANTOR HEREBY AGREES THAT IT
IS JOINTLY AND SEVERALLY LIABLE FOR, AND, AS PRIMARY OBLIGOR AND NOT MERELY AS
SURETY, ABSOLUTELY AND UNCONDITIONALLY GUARANTEES TO THE LENDERS THE PROMPT
PAYMENT WHEN DUE, WHETHER AT STATED MATURITY, UPON ACCELERATION OR OTHERWISE,
AND AT ALL TIMES THEREAFTER, OF THE SECURED OBLIGATIONS AND ALL COSTS AND
EXPENSES INCLUDING, WITHOUT LIMITATION, ALL COURT COSTS AND ATTORNEYS' AND
PARALEGALS' FEES AND EXPENSES PAID OR INCURRED BY THE ADMINISTRATIVE AGENT, THE
ISSUING BANK AND THE LENDERS IN ENDEAVORING TO COLLECT ALL OR ANY PART OF THE
SECURED OBLIGATIONS FROM, OR IN PROSECUTING ANY ACTION AGAINST, EITHER BORROWER,
ANY LOAN GUARANTOR OR ANY OTHER GUARANTOR OF ALL OR ANY PART OF THE SECURED
OBLIGATIONS (SUCH COSTS AND EXPENSES, TOGETHER WITH THE SECURED OBLIGATIONS,
COLLECTIVELY THE "U.S. GUARANTEED OBLIGATIONS").
EACH U.S. LOAN