AGENT, ANY 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 OR ANY FEE OR ANY OTHER AMOUNT PAYABLE UNDER
17
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.
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 OF
AN EXECUTED SIGNATURE PAGE TO THIS AGREEMENT BY FACSIMILE OR ELECTRONIC
TRANSMISSION SHALL BE AS EFFECTIVE AS DELIVERY OF A MANUALLY SIGNED COUNTERPART
OF THIS AGREEMENT. THIS AGREEMENT SHALL BECOME EFFECTIVE AS TO ANY LOAN PARTY
WHEN A COUNTERPART HEREOF EXECUTED ON BEHALF OF SUCH LOAN PARTY SHALL HAVE BEEN
DELIVERED TO THE CANADIAN AGENT AND A COUNTERPART HEREOF SHALL HAVE BEEN
EXECUTED ON BEHALF OF THE CANADIAN AGENT, AND THEREAFTER SHALL BE BINDING UPON
SUCH LOAN PARTY AND THE CANADIAN AGENT AND THEIR RESPECTIVE PERMITTED SUCCESSORS
AND ASSIGNS, AND SHALL INURE TO THE BENEFIT OF SUCH LOAN PARTY, THE CANADIAN
AGENT AND THE OTHER SECURED PARTIES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS,
EXCEPT THAT NO LOAN PARTY 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 PROVIDED IN THIS
AGREEMENT OR THE CREDIT AGREEMENT. THIS AGREEMENT SHALL BE CONSTRUED AS A
SEPARATE AGREEMENT WITH RESPECT TO EACH LOAN PARTY AND MAY BE AMENDED, MODIFIED,
SUPPLEMENTED, WAIVED OR RELEASED WITH RESPECT TO ANY LOAN PARTY WITHOUT THE
APPROVAL OF ANY OTHER LOAN PARTY AND WITHOUT AFFECTING THE OBLIGATIONS OF ANY
OTHER LOAN PARTY HEREUNDER.
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 OF A PARTICULAR PROVISION IN
A PARTICULAR JURISDICTION SHALL NOT INVALIDATE SUCH PROVISION IN ANY OTHER
JURISDICTION. THE PARTIES SHALL ENDEAVOR IN GOOD-FAITH NEGOTIATIONS TO REPLACE
THE INVALID, ILLEGAL OR UNENFORCEABLE PROVISIONS WITH VALID PROVISIONS THE
ECONOMIC EFFECT OF WHICH COMES AS CLOSE AS POSSIBLE TO THAT OF THE INVALID,
ILLEGAL OR UNENFORCEABLE PROVISIONS.
SECTION 6.08.
RIGHT OF SET-OFF.
IF AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND
BE CONTINUING, EACH LENDER AND EACH OF ITS AFFILIATES IS HEREBY AUTHORIZED AT
ANY TIME AND FROM TIME TO TIME, TO THE FULLEST EXTENT PERMITTED BY LAW, TO SET
OFF AND APPLY ANY AND ALL DEPOSITS (GENERAL OR SPECIAL, TIME OR DEMAND,
PROVISIONAL OR FINAL) AT ANY TIME HELD AND OTHER OBLIGATIONS