shall not in
and of itself affect the validity of such provision in any other jurisdiction).
Section 8.14
Counterparts.
This Agreement may be executed in counterparts (and by different parties hereto
on different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single contract.
Delivery of an
executed counterpart of a signature page to this Agreement by telecopy or other
electronic image scan transmission (e.g., "pdf" or "tif" via e-mail) shall be as
effective as delivery of a manually executed counterpart to this Agreement.
Section 8.15
Headings.
Article and Section headings and the Table of Contents used herein are for the
purpose of 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.
33
Section 8.16
Jurisdiction; Consent to Service of Process.
(A)
EACH OF THE GRANTORS AND THE ADMINISTRATIVE AGENT IRREVOCABLY
ATTORNS AND SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF ANY COURT OF COMPETENT
JURISDICTION OF THE PROVINCE OF ONTARIO SITTING IN TORONTO, ONTARIO IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
THE GRANTOR
IRREVOCABLY WAIVES OBJECTION TO THE VENUE OF ANY ACTION OR PROCEEDING IN SUCH
COURT OR THAT SUCH COURT PROVIDES AN INCONVENIENT FORUM.
(B)
EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 8.01.
NOTHING IN THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS
AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
Section 8.17
Termination; Release of Collateral.
(A)
EXCEPT FOR THOSE PROVISIONS WHICH EXPRESSLY SURVIVE THE
TERMINATION THEREOF, THIS AGREEMENT AND THE SECURITY INTEREST SHALL TERMINATE
WHEN ALL THE SECURED OBLIGATIONS HAVE BEEN PAID IN FULL (EXCLUDING CONTINGENT
OBLIGATIONS AS TO WHICH NO CLAIM HAS BEEN MADE) AND THE LENDERS HAVE NO FURTHER
COMMITMENT TO LEND UNDER THE CREDIT AGREEMENT.
(B)
THE ADMINISTRATIVE AGENT MAY RELEASE ANY GRANTOR FROM ITS
OBLIGATIONS HEREUNDER, AND THE SECURITY INTEREST IN THE COLLATERAL OF SUCH
GRANTOR SHALL AUTOMATICALLY BE RELEASED (I) IF SUCH PERSON CEASES TO BE A
SUBSIDIARY AS A RESULT OF A TRANSACTION PERMITTED BY THE CREDIT AGREEMENT;
PROVIDED THAT, IF SO REQUIRED BY THE CREDIT AGREEMENT, THE REQUIRED LENDERS
SHALL HAVE CONSENTED TO SUCH TRANSACTION AND THE TERMS OF SUCH CONSENT DID NOT
PROVIDE OTHERWISE OR (II) UPON THE EFFECTIVENESS OF ANY WRITTEN CONSENT TO SUCH
RELEASE PURSUANT TO SECTION 10.01 OF THE CREDIT AGREEMENT.
(C)
UPON ANY DISPOSITION OF COLLATERAL IN CONNECTION WITH ANY
DISPOSITION PERMITTED UNDER THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT
(OTHER THAN A SALE OR TRANSFER TO A GRANTOR), OR UPON THE EFFECTIVENESS OF ANY
WRITTEN CONSENT TO THE RELEASE OF THE SECURITY INTEREST GRANTED HEREBY IN ANY
COLLATERAL PURSUANT TO SECTION 10.01 OF THE CREDIT AGREEMENT, THE SECURITY
INTEREST IN SUCH COLLATERAL SHALL BE AUTOMATICALLY RELEASED.
(D)
IN CONNECTION WITH ANY TERMINATION OR RELEASE PURSUANT TO
PARAGRAPH