the priority of any Lien created hereunder on the Collateral
is governed by the personal property security as in effect in a jurisdiction
other than Ontario, "PPSA" means the Personal Property Security Act or such
other applicable legislation as in effect from time to time in such other
jurisdiction for purposes of the provisions hereof relating to such perfection,
effect of perfection or non-perfection or priority.
"Secured Parties" means (a) the Lenders, (b) the Administrative Agent, (c) the
Canadian Agent, (d) each Issuing Bank, (e) each counterparty to any Hedging
Agreement with a Loan Party the obligations under which constitute Canadian
Obligations, (f) each Person to whom any Cash Management Services Obligations
that constitute Canadian Obligations are owed, (g) the beneficiaries of each
indemnification obligation undertaken by any Grantor under any Loan Document and
(h) the successors and assigns of each of the foregoing.
"Security Interest" means, the security interest created under paragraph (a) of
Section 3.01.
"Subsidiary Parties" means (a) the Subsidiaries identified on Schedule I and (b)
each other Subsidiary that becomes a party to this Agreement as a Subsidiary
Party after the Effective Date.
4
ARTICLE II
GUARANTEE
SECTION 2.01.
GUARANTEE.
EACH GUARANTOR UNCONDITIONALLY GUARANTEES, JOINTLY
WITH THE OTHER GUARANTORS AND SEVERALLY, AS A PRIMARY OBLIGOR AND NOT MERELY AS
A SURETY, THE DUE AND PUNCTUAL PAYMENT AND PERFORMANCE OF THE CANADIAN
OBLIGATIONS. EACH OF THE GUARANTORS FURTHER AGREES THAT THE CANADIAN 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 OF THE CANADIAN OBLIGATIONS. EACH OF THE
GUARANTORS WAIVES PRESENTMENT TO, DEMAND OF PAYMENT FROM AND PROTEST TO THE
CANADIAN BORROWER OR ANY OTHER LOAN PARTY OF ANY OF THE CANADIAN OBLIGATIONS,
AND ALSO WAIVES NOTICE OF ACCEPTANCE OF ITS GUARANTEE AND NOTICE OF PROTEST FOR
NONPAYMENT.
SECTION 2.02.
GUARANTEE OF PAYMENT.
EACH OF THE GUARANTORS FURTHER AGREES THAT
ITS GUARANTEE HEREUNDER CONSTITUTES A GUARANTEE OF PAYMENT WHEN DUE AND NOT OF
COLLECTION, AND WAIVES ANY RIGHT TO REQUIRE THAT ANY RESORT BE HAD BY THE
CANADIAN AGENT OR ANY OTHER SECURED PARTY TO ANY SECURITY HELD FOR THE PAYMENT
OF THE CANADIAN OBLIGATIONS OR TO ANY BALANCE OF ANY DEPOSIT ACCOUNT OR CREDIT
ON THE BOOKS OF THE CANADIAN AGENT OR ANY OTHER SECURED PARTY IN FAVOR OF THE
CANADIAN BORROWER OR ANY OTHER PERSON.
SECTION 2.03.
NO LIMITATIONS.
(A)
EXCEPT FOR TERMINATION AND RELEASE OF A GUARANTOR'S OBLIGATIONS HEREUNDER
AS EXPRESSLY PROVIDED IN SECTION 6.14, THE OBLIGATIONS OF EACH GUARANTOR
HEREUNDER SHALL NOT BE SUBJECT TO ANY REDUCTION, LIMITATION, IMPAIRMENT OR
TERMINATION FOR ANY REASON, INCLUDING ANY CLAIM OF WAIVER, RELEASE, SURRENDER,
ALTERATION OR COMPROMISE, AND SHALL NOT BE SUBJECT TO ANY DEFENSE OR SET-OFF,
COUNTERCLAIM, RECOUPMENT OR TERMINATION WHATSOEVER BY REASON OF THE INVALIDITY,
ILLEGALITY OR UNENFORCEABILITY OF THE CANADIAN OBLIGATIONS OR OTHERWISE. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE OBLIGATIONS OF EACH GUARANTOR
HEREUNDER