BY THIS AGREEMENT OR THE CREDIT AGREEMENT.
THIS
AGREEMENT SHALL BE CONSTRUED AS A SEPARATE AGREEMENT WITH RESPECT TO EACH
GUARANTOR AND MAY BE AMENDED, MODIFIED, SUPPLEMENTED, WAIVED OR RELEASED WITH
RESPECT TO ANY GUARANTOR WITHOUT THE APPROVAL OF ANY OTHER GUARANTOR AND WITHOUT
AFFECTING THE OBLIGATIONS OF ANY OTHER GUARANTOR HEREUNDER.
SECTION 5.05.
SURVIVAL OF AGREEMENT.
ALL COVENANTS, AGREEMENTS,
REPRESENTATIONS AND WARRANTIES MADE BY THE GUARANTORS HEREIN AND IN THE
CERTIFICATES OR OTHER INSTRUMENTS PREPARED OR DELIVERED IN CONNECTION WITH OR
PURSUANT TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT SHALL BE CONSIDERED TO HAVE BEEN RELIED UPON BY THE
ADMINISTRATIVE AGENT AND THE CREDIT PARTIES AND SHALL SURVIVE THE EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE MAKING OF ANY
LOANS, AND SHALL CONTINUE IN FULL FORCE AND EFFECT AS LONG AS THE OBLIGATIONS
ARE OUTSTANDING AND UNPAID, AND AS LONG AS THE COMMITMENTS HAVE NOT EXPIRED OR
TERMINATED.
SECTION 5.06.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED 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 5.07.
SEVERABILITY.
IN THE EVENT ANY ONE OR MORE OF THE PROVISIONS
CONTAINED IN THIS AGREEMENT SHOULD BE HELD INVALID, ILLEGAL OR UNENFORCEABLE IN
ANY RESPECT, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING
PROVISIONS CONTAINED HEREIN SHALL NOT IN ANY WAY BE AFFECTED OR IMPAIRED THEREBY
(IT BEING UNDERSTOOD THAT THE INVALIDITY OF A PARTICULAR PROVISION IN A
PARTICULAR JURISDICTION SHALL NOT IN AND OF ITSELF AFFECT THE VALIDITY OF SUCH
PROVISION IN ANY OTHER JURISDICTION).
SECTION 5.08.
GOVERNING LAW. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, IN
ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE,
THIS AGREEMENT AND THE GUARANTEED OBLIGATIONS SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO
AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.
SECTION 5.09.
JURISDICTION; CONSENT TO SERVICE OF PROCESS.
(A) EACH OF THE
GUARANTORS AND THE ADMINISTRATIVE AGENT AGREES THAT ANY SUIT FOR THE ENFORCEMENT
OF THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE PROVINCE OF ONTARIO
SITTING IN TORONTO, ONTARIO AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF
SUCH COURTS AND IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO
THE VENUE OF ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT
FORUM.
(B) EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN
THE MANNER PROVIDED FOR NOTICES IN SECTION 5.01.
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