PROVISIONS HEREOF; AND THE
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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.
COMPROMISES AND COLLECTION OF COLLATERAL.
THE GRANTORS AND THE
ADMINISTRATIVE AGENT RECOGNIZE THAT SET-OFFS, COUNTERCLAIMS, DEFENSES AND OTHER
CLAIMS MAY BE ASSERTED BY OBLIGORS WITH RESPECT TO CERTAIN OF THE RECEIVABLES,
THAT CERTAIN OF THE RECEIVABLES MAY BE OR BECOME UNCOLLECTIBLE IN WHOLE OR IN
PART AND THAT THE EXPENSE AND PROBABILITY OF SUCCESS IN LITIGATING A DISPUTED
RECEIVABLE MAY EXCEED THE AMOUNT THAT REASONABLY MAY BE EXPECTED TO BE RECOVERED
WITH RESPECT TO A RECEIVABLE.
IN VIEW OF THE FOREGOING, EACH GRANTOR AGREES
THAT THE ADMINISTRATIVE AGENT MAY, AT ANY TIME AND FROM TIME TO TIME, IF AN
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, COMPROMISE WITH THE OBLIGOR ON
ANY RECEIVABLE, ACCEPT IN FULL PAYMENT OF ANY RECEIVABLE SUCH AMOUNT AS THE
ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION SHALL DETERMINE OR ABANDON ANY
RECEIVABLE, AND ANY SUCH ACTION BY THE ADMINISTRATIVE AGENT SHALL BE
COMMERCIALLY REASONABLE SO LONG AS THE ADMINISTRATIVE AGENT ACTS IN GOOD FAITH
BASED ON INFORMATION KNOWN TO IT AT THE TIME IT TAKES ANY SUCH ACTION.
SECTION 6.09.
GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.
(A)
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.
(B)
EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR
ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE
PROVINCE OF ONTARIO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF
THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS
IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH
PROVINCE OF ONTARIO.
EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN
ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT
THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER MAY OTHERWISE HAVE TO
BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AGAINST ANY GRANTOR OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.
(C)
EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY
COURT REFERRED TO