CONSTITUTE A
SINGLE CONTRACT.
DELIVERY 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
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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 STATE, PROVINCIAL
OR FOREIGN CORPORATE LAW, OR ANY FEDERAL, STATE, PROVINCIAL 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 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 PROVISIONS HEREOF; AND THE INVALIDITY