OF AN EXECUTED SIGNATURE PAGE TO THIS AGREEMENT BY
FACSIMILE TRANSMISSION SHALL BE AS EFFECTIVE AS DELIVERY OF A MANUALLY SIGNED
COUNTERPART OF THIS AGREEMENT.
THIS AGREEMENT SHALL BECOME EFFECTIVE AS TO ANY
GRANTOR WHEN A COUNTERPART HEREOF EXECUTED ON BEHALF OF SUCH GRANTOR SHALL HAVE
BEEN DELIVERED TO THE ADMINISTRATIVE AGENT AND A COUNTERPART HEREOF SHALL HAVE
BEEN EXECUTED ON BEHALF OF THE ADMINISTRATIVE AGENT, AND THEREAFTER SHALL BE
BINDING UPON SUCH GRANTOR AND THE ADMINISTRATIVE AGENT AND THEIR RESPECTIVE
PERMITTED SUCCESSORS AND ASSIGNS, AND SHALL INURE TO THE BENEFIT OF SUCH
GRANTOR, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS, EXCEPT THAT NO GRANTOR SHALL HAVE THE RIGHT
TO ASSIGN OR TRANSFER ITS RIGHTS OR OBLIGATIONS HEREUNDER OR ANY INTEREST HEREIN
OR IN THE COLLATERAL (AND ANY SUCH ASSIGNMENT OR TRANSFER SHALL BE VOID) EXCEPT
AS EXPRESSLY CONTEMPLATED BY THIS AGREEMENT OR THE CREDIT AGREEMENT.
THIS
AGREEMENT SHALL BE CONSTRUED AS A SEPARATE AGREEMENT WITH RESPECT TO EACH
GRANTOR AND MAY BE AMENDED, MODIFIED, SUPPLEMENTED, WAIVED OR RELEASED WITH
RESPECT TO ANY GRANTOR WITHOUT THE APPROVAL OF ANY OTHER GRANTOR AND WITHOUT
AFFECTING THE OBLIGATIONS OF ANY OTHER GRANTOR HEREUNDER.
IN ANY ACTION OR
PROCEEDING INVOLVING ANY UNITED STATES OR CANADIAN FEDERAL, STATE, PROVINCIAL,
TERRITORIAL OR FOREIGN CORPORATE LAW, OR ANY UNITED STATES OR CANADIAN FEDERAL,
STATE, PROVINCIAL, TERRITORIAL OR FOREIGN BANKRUPTCY, INSOLVENCY, REORGANIZATION
OR OTHER LAW AFFECTING THE RIGHTS OF CREDITORS GENERALLY, IF THE OBLIGATIONS OF
ANY GRANTOR UNDER THIS AGREEMENT WOULD OTHERWISE BE HELD OR DETERMINED TO BE
AVOIDABLE, INVALID OR UNENFORCEABLE ON ACCOUNT OF THE AMOUNT OF SUCH GRANTOR'S
LIABILITY UNDER THIS AGREEMENT, THEN, NOTWITHSTANDING ANY OTHER PROVISION OF
THIS AGREEMENT TO THE CONTRARY, THE AMOUNT OF SUCH LIABILITY SHALL, WITHOUT ANY
FURTHER ACTION BY THE GRANTORS OR THE ADMINISTRATIVE AGENT, BE AUTOMATICALLY
LIMITED AND REDUCED TO SUCH GRANTOR'S MAXIMUM LIABILITY.
THIS SECTION 6.06 WITH
RESPECT TO THE MAXIMUM LIABILITY OF EACH GRANTOR IS INTENDED SOLELY TO PRESERVE
THE RIGHTS OF THE ADMINISTRATIVE AGENT AND THE LENDERS TO THE MAXIMUM EXTENT NOT
SUBJECT TO AVOIDANCE UNDER APPLICABLE LAW, AND NO GRANTOR NOR ANY OTHER PERSON
OR ENTITY SHALL HAVE ANY RIGHT OR CLAIM UNDER THIS SECTION 6.06 WITH RESPECT TO
SUCH MAXIMUM LIABILITY, EXCEPT TO THE EXTENT NECESSARY SO THAT THE OBLIGATIONS
OF ANY GRANTOR HEREUNDER SHALL NOT BE RENDERED VOIDABLE UNDER APPLICABLE LAW.
EACH GRANTOR AGREES THAT THE CANADIAN SECURED OBLIGATIONS MAY AT ANY TIME AND
FROM TIME TO TIME EXCEED THE MAXIMUM LIABILITY OF EACH GRANTOR WITHOUT IMPAIRING
THIS AGREEMENT OR AFFECTING THE RIGHTS AND REMEDIES OF THE ADMINISTRATIVE AGENT
AND THE LENDERS HEREUNDER, PROVIDED THAT NOTHING IN THIS SENTENCE SHALL BE
CONSTRUED TO INCREASE ANY GRANTOR'S OBLIGATIONS HEREUNDER BEYOND ITS MAXIMUM
LIABILITY.
SECTION 6.07.
SEVERABILITY.
ANY PROVISION OF THIS AGREEMENT HELD TO BE
INVALID, ILLEGAL OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH
JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY WITHOUT AFFECTING THE VALIDITY, LEGALITY AND ENFORCEABILITY OF
THE REMAINING