REFERENCE ONLY, ARE NOT PART OF THIS
AGREEMENT AND ARE NOT TO AFFECT THE CONSTRUCTION OF, OR TO BE TAKEN INTO
CONSIDERATION IN INTERPRETING, THIS AGREEMENT.
SECTION 6.13.
SECURITY INTEREST ABSOLUTE.
ALL RIGHTS OF THE CANADIAN AGENT
HEREUNDER, THE SECURITY INTEREST AND ALL OBLIGATIONS OF EACH GRANTOR AND
GUARANTOR HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL IRRESPECTIVE OF (A) ANY
LACK OF VALIDITY OR ENFORCEABILITY OF THE CREDIT AGREEMENT, ANY OTHER LOAN
DOCUMENT, ANY AGREEMENT WITH RESPECT TO ANY OF THE CANADIAN OBLIGATIONS OR ANY
OTHER AGREEMENT OR INSTRUMENT RELATING TO ANY OF THE FOREGOING, (B) ANY CHANGE
IN THE TIME, MANNER OR PLACE OF PAYMENT OF, OR IN ANY OTHER TERM OF, ALL OR ANY
OF THE CANADIAN OBLIGATIONS, OR ANY OTHER AMENDMENT OR WAIVER OF OR ANY CONSENT
TO ANY DEPARTURE FROM THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OTHER
AGREEMENT OR INSTRUMENT, (C) ANY EXCHANGE, RELEASE OR NON-PERFECTION OF ANY LIEN
ON OTHER COLLATERAL, OR ANY RELEASE OR AMENDMENT OR WAIVER OF OR CONSENT UNDER
OR DEPARTURE FROM ANY GUARANTEE, SECURING OR GUARANTEEING ALL OR ANY OF THE
CANADIAN OBLIGATIONS, OR (D) ANY OTHER CIRCUMSTANCE THAT MIGHT OTHERWISE
CONSTITUTE A DEFENSE AVAILABLE TO, OR A DISCHARGE OF, ANY GRANTOR OR GUARANTOR
IN RESPECT OF THE CANADIAN OBLIGATIONS OR THIS AGREEMENT.
20
SECTION 6.14.
TERMINATION OR RELEASE.
(A)
THIS AGREEMENT, THE GUARANTEES MADE HEREIN, THE SECURITY INTEREST AND ALL
OTHER SECURITY INTERESTS GRANTED HEREBY SHALL TERMINATE WHEN ALL THE LOAN
DOCUMENTS OBLIGATIONS HAVE BEEN INDEFEASIBLY PAID IN FULL AND THE LENDERS HAVE
NO FURTHER COMMITMENT TO LEND UNDER THE CREDIT AGREEMENT, THE LC EXPOSURE HAS
BEEN REDUCED TO ZERO AND THE ISSUING BANKS HAVE NO FURTHER OBLIGATIONS TO ISSUE
LETTERS OF CREDIT UNDER THE CREDIT AGREEMENT.
(B)
EXCEPT AS PROVIDED IN PARAGRAPH (A) OF THIS SECTION, RELEASES OF ANY
SUBSIDIARY PARTIES FROM THEIR OBLIGATIONS HEREUNDER, AND RELEASES OF COLLATERAL
FROM THE LIENS CREATED HEREBY, SHALL BE GOVERNED BY SECTION 9.14 OF THE CREDIT
AGREEMENT.
SECTION 6.15.
ADDITIONAL SUBSIDIARIES.
PURSUANT TO SECTION 5.12 OF THE CREDIT
AGREEMENT, EACH SUBSIDIARY PARTY THAT IS A SUBSIDIARY OF THE CANADIAN BORROWER
AND THAT WAS NOT IN EXISTENCE OR NOT A SUBSIDIARY PARTY ON THE DATE OF THE
CREDIT AGREEMENT IS REQUIRED TO BECOME A PARTY TO THIS AGREEMENT AS A GUARANTOR
AND GRANTOR. UPON THE EXECUTION AND DELIVERY BY THE CANADIAN AGENT AND A
SUBSIDIARY PARTY OF AN INSTRUMENT IN THE FORM OF EXHIBIT I HERETO, SUCH
SUBSIDIARY PARTY SHALL BECOME A GUARANTOR AND A GRANTOR HEREUNDER, WITH THE SAME
FORCE AND EFFECT AS IF ORIGINALLY NAMED AS SUCH HEREIN. THE EXECUTION AND
DELIVERY OF ANY SUCH INSTRUMENT SHALL NOT REQUIRE THE CONSENT OF ANY OTHER LOAN
PARTY HEREUNDER. THE RIGHTS AND OBLIGATIONS OF EACH LOAN PARTY HEREUNDER SHALL
REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING THE ADDITION OF ANY NEW LOAN
PARTY AS A PARTY TO THIS AGREEMENT.
SECTION 6.16.
CANADIAN AGENT APPOINTED ATTORNEY-IN-FACT.
EACH GRANTOR HEREBY
APPOINTS THE CANADIAN AGENT THE ATTORNEY-IN-FACT OF SUCH GRANTOR FOR THE PURPOSE