AS APPLICABLE.
ANY
LIEN REFERRED TO IN THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS AS HAVING BEEN
CREATED IN FAVOR OF AGENT, ANY AGREEMENT ENTERED INTO BY AGENT PURSUANT TO THIS
AGREEMENT OR ANY OF THE OTHER DOCUMENTS, ANY PAYMENT MADE BY OR TO OR FUNDS
RECEIVED BY AGENT PURSUANT TO OR AS CONTEMPLATED BY THIS AGREEMENT OR ANY OF THE
OTHER DOCUMENTS, OR ANY ACT TAKEN OR OMITTED TO BE TAKEN BY AGENT, SHALL, UNLESS
OTHERWISE EXPRESSLY PROVIDED, BE CREATED, ENTERED INTO, MADE OR RECEIVED, OR
TAKEN OR OMITTED, FOR THE BENEFIT OR ACCOUNT OF AGENT AND LENDERS. WHEREVER THE
PHRASE "TO THE BEST OF BORROWERS' KNOWLEDGE" OR WORDS OF SIMILAR IMPORT RELATING
TO THE KNOWLEDGE OR THE AWARENESS OF ANY BORROWER ARE USED IN THIS AGREEMENT OR
OTHER DOCUMENTS, SUCH PHRASE SHALL MEAN AND REFER TO (I) THE ACTUAL KNOWLEDGE OF
A SENIOR OFFICER OF ANY BORROWER OR (II) THE KNOWLEDGE THAT A SENIOR OFFICER
WOULD HAVE OBTAINED IF HE HAD ENGAGED IN GOOD FAITH AND DILIGENT PERFORMANCE OF
HIS DUTIES, INCLUDING THE MAKING OF SUCH REASONABLY SPECIFIC INQUIRIES AS MAY BE
NECESSARY OF THE EMPLOYEES OR AGENTS OF SUCH BORROWER AND A GOOD FAITH ATTEMPT
TO ASCERTAIN THE EXISTENCE OR ACCURACY OF THE MATTER TO WHICH SUCH PHRASE
RELATES.
ALL COVENANTS HEREUNDER SHALL BE GIVEN INDEPENDENT EFFECT SO THAT IF A
PARTICULAR ACTION OR CONDITION IS NOT PERMITTED BY ANY OF SUCH COVENANTS, THE
FACT THAT IT WOULD BE PERMITTED BY AN EXCEPTION TO, OR OTHERWISE WITHIN THE
LIMITATIONS OF, ANOTHER COVENANT SHALL NOT AVOID THE OCCURRENCE OF A DEFAULT IF
SUCH ACTION IS TAKEN OR CONDITION EXISTS.
IN ADDITION, ALL REPRESENTATIONS AND
WARRANTIES HEREUNDER SHALL BE GIVEN INDEPENDENT EFFECT SO THAT IF A PARTICULAR
REPRESENTATION OR WARRANTY PROVES TO BE INCORRECT OR IS BREACHED, THE FACT THAT
ANOTHER REPRESENTATION OR WARRANTY CONCERNING THE SAME OR SIMILAR SUBJECT MATTER
IS CORRECT OR IS NOT BREACHED WILL NOT AFFECT THE INCORRECTNESS OF A BREACH OF A
REPRESENTATION OR WARRANTY HEREUNDER.
(B)
IN THIS AGREEMENT, (I) ANY TERM DEFINED IN
THIS AGREEMENT BY REFERENCE TO THE "UNIFORM COMMERCIAL CODE" SHALL ALSO HAVE ANY
EXTENDED, ALTERNATIVE OR ANALOGOUS MEANING GIVEN TO SUCH TERM IN APPLICABLE
CANADIAN PERSONAL PROPERTY SECURITY AND OTHER LAWS (INCLUDING, WITHOUT
LIMITATION, THE PERSONAL PROPERTY SECURITY ACT (ONTARIO), THE BILLS OF EXCHANGE
ACT (CANADA) AND THE DEPOSITORY BILLS AND NOTES ACT (CANADA)), IN ALL CASES FOR
THE EXTENSION, PRESERVATION OR BETTERMENT OF THE SECURITY AND RIGHTS OF THE
AGENT, (II) ALL REFERENCES IN THIS AGREEMENT TO "ARTICLE 8 OF THE CODE" OR
"ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE" SHALL BE DEEMED TO REFER ALSO TO
APPLICABLE CANADIAN SECURITIES TRANSFER LAWS (INCLUDING, WITHOUT LIMITATION, THE
SECURITIES TRANSFER ACT, 2006 (ONTARIO)), (III) ALL REFERENCES IN THIS AGREEMENT
TO THE UNITED STATES COPYRIGHT OFFICE OR THE UNITED STATES PATENT AND TRADEMARK
OFFICE SHALL BE DEEMED TO REFER ALSO TO THE CANADIAN INTELLECTUAL PROPERTY
OFFICE, (IV) ALL REFERENCES IN THIS AGREEMENT TO A FINANCING STATEMENT,
CONTINUATION STATEMENT, AMENDMENT OR