GRANTOR OR ANY RELATED PARTY OF A GRANTOR),
WHETHER BASED ON CONTRACT, TORT OR ANY THEORY, REGARDLESS OF WHETHER OR NOT ANY
INDEMNITEE IS A PARTY THERETO, PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY
INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES,
PENALTIES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF
COMPETENT JURISDICTION BY FINAL JUDGMENT TO HAVE RESULTED FROM THE GROSS
NEGLIGENCE, BAD FAITH OR WILFUL MISCONDUCT OF SUCH INDEMNITEE OR ANY OF ITS
RELATED PARTIES.
(C)
ANY SUCH AMOUNTS PAYABLE AS PROVIDED HEREUNDER SHALL BE ADDITIONAL
CANADIAN SECURED OBLIGATIONS SECURED HEREBY AND BY THE OTHER SECURITY
DOCUMENTS.
THE PROVISIONS OF THIS SECTION 6.03 SHALL REMAIN OPERATIVE AND IN
FULL FORCE AND EFFECT REGARDLESS OF THE TERMINATION OF THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT, THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY,
THE REPAYMENT OF ANY OF THE CANADIAN SECURED OBLIGATIONS, THE INVALIDITY OR
UNENFORCEABILITY OF ANY TERM OR PROVISION OF THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR ANY INVESTIGATION MADE BY OR ON BEHALF OF THE ADMINISTRATIVE AGENT
OR ANY OTHER SECURED PARTY.
ALL AMOUNTS DUE UNDER THIS SECTION 6.03 SHALL BE
PAYABLE ON WRITTEN DEMAND THEREFOR.
SECTION 6.04.
SUCCESSORS AND ASSIGNS.
WHENEVER IN THIS AGREEMENT ANY OF THE
PARTIES HERETO IS REFERRED TO, SUCH REFERENCE SHALL BE DEEMED TO INCLUDE THE
PERMITTED SUCCESSORS AND ASSIGNS OF SUCH PARTY; AND ALL COVENANTS, PROMISES AND
AGREEMENTS BY OR ON BEHALF OF ANY GRANTOR OR THE ADMINISTRATIVE AGENT THAT ARE
CONTAINED IN THIS AGREEMENT SHALL BIND AND INURE TO THE BENEFIT OF THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS.
SECTION 6.05.
SURVIVAL OF AGREEMENT.
ALL COVENANTS, AGREEMENTS,
REPRESENTATIONS AND WARRANTIES MADE BY THE GRANTORS IN THE LOAN DOCUMENTS AND IN
THE CERTIFICATES OR OTHER INSTRUMENTS PREPARED OR DELIVERED IN CONNECTION WITH
OR PURSUANT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE CONSIDERED TO
HAVE BEEN RELIED UPON BY THE LENDERS AND SHALL SURVIVE THE EXECUTION AND
DELIVERY OF THE LOAN DOCUMENTS AND THE MAKING OF ANY LOANS, THE ACCEPTANCE AND
PURCHASE OF ANY B/AS AND ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION OF ANY
LETTERS OF CREDIT, REGARDLESS OF ANY INVESTIGATION MADE BY ANY LENDER OR ON ITS
BEHALF AND NOTWITHSTANDING THAT THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR
ANY LENDER MAY HAVE HAD NOTICE OR KNOWLEDGE OF ANY DEFAULT OR INCORRECT
REPRESENTATION OR WARRANTY AT THE TIME ANY CREDIT IS EXTENDED UNDER THE CREDIT
AGREEMENT, AND SHALL CONTINUE IN FULL FORCE AND EFFECT AS LONG AS THE PRINCIPAL
OF OR ANY ACCRUED INTEREST ON ANY LOAN, THE FACE AMOUNT OF ANY B/A OR ANY FEE OR
ANY OTHER AMOUNT
33
PAYABLE UNDER ANY LOAN DOCUMENT IS OUTSTANDING AND UNPAID OR ANY LETTER OF
CREDIT IS OUTSTANDING AND SO LONG AS THE COMMITMENTS HAVE NOT EXPIRED OR
TERMINATED.
SECTION 6.06.
COUNTERPARTS; EFFECTIVENESS; SEVERAL AGREEMENT; MAXIMUM
LIABILITY.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, EACH OF WHICH SHALL
CONSTITUTE AN ORIGINAL BUT ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE A
SINGLE CONTRACT.
DELIVERY