MAY FROM TIME TO TIME BE
TEMPORARILY IN A ZERO OR CREDIT POSITION, UNTIL ALL OF THE OBLIGATIONS OF
BORROWER HAVE BEEN INDEFEASIBLY PAID AND PERFORMED IN FULL AFTER THE TERMINATION
OF THIS AGREEMENT OR BORROWER HAS FURNISHED BRASCAN WITH AN INDEMNIFICATION
SATISFACTORY TO BRASCAN WITH RESPECT THERETO. ALL REPRESENTATIONS, WARRANTIES,
COVENANTS, WAIVERS AND AGREEMENTS CONTAINED HEREIN SHALL SURVIVE TERMINATION
HEREOF UNTIL ALL OBLIGATIONS ARE INDEFEASIBLY PAID AND PERFORMED IN FULL.
30
XIII.
MISCELLANEOUS.
13.1
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLIED TO CONTRACTS TO BE
PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK. ANY JUDICIAL PROCEEDING BROUGHT
BY OR AGAINST BORROWER OR BRASCAN WITH RESPECT TO ANY OF THE OBLIGATIONS, THIS
AGREEMENT, THE OTHER DOCUMENTS OR ANY RELATED AGREEMENT MAY BE BROUGHT IN ANY
COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, UNITED STATES OF
AMERICA, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, BORROWER OR BRASCAN
ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND
UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS, AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH THIS AGREEMENT. EACH OF BORROWER AND BRASCAN HEREBY WAIVES PERSONAL SERVICE
OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY
BE MADE BY REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO BORROWER AND
BRASCAN, AS APPLICABLE, AT ITS ADDRESS SET FORTH IN SECTION 13.6 AND SERVICE SO
MADE SHALL BE DEEMED COMPLETED FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO
DEPOSITED IN THE MAILS OF THE UNITED STATES OF AMERICA. NOTHING HEREIN SHALL
AFFECT THE RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW OR SHALL LIMIT
THE RIGHT OF BORROWER AND BRASCAN TO BRING PROCEEDINGS AGAINST ANY OTHER PARTY
HERETO IN THE COURTS OF ANY OTHER JURISDICTION. EACH OF BORROWER AND BRASCAN
WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED
HEREUNDER AND SHALL NOT ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR
VENUE OR BASED UPON FORUM NON CONVENIENS. ANY JUDICIAL PROCEEDING BY BORROWER
AGAINST BRASCAN INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER OR CLAIM IN ANY
WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH THIS AGREEMENT OR ANY RELATED
AGREEMENT, SHALL BE BROUGHT ONLY IN A FEDERAL OR STATE COURT LOCATED IN THE
COUNTY OF NEW YORK, STATE OF NEW YORK.
13.2
ENTIRE UNDERSTANDING. (A)
THIS AGREEMENT AND THE DOCUMENTS
EXECUTED CONCURRENTLY HEREWITH CONTAIN THE ENTIRE UNDERSTANDING BETWEEN BORROWER
AND BRASCAN AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, IF ANY,
RELATING TO THE SUBJECT MATTER HEREOF. ANY PROMISES, REPRESENTATIONS, WARRANTIES
OR GUARANTEES NOT HEREIN CONTAINED AND HEREINAFTER MADE SHALL HAVE NO FORCE AND
EFFECT UNLESS IN WRITING, SIGNED BY BORROWER'S AND BRASCAN'S RESPECTIVE
OFFICERS. NEITHER THIS AGREEMENT NOR ANY PORTION OR PROVISIONS HEREOF MAY BE
CHANGED, MODIFIED, AMENDED, WAIVED, SUPPLEMENTED, DISCHARGED, CANCELLED OR
TERMINATED ORALLY OR BY ANY COURSE OF DEALING, OR IN ANY MANNER OTHER