OR THE LC EXPOSURE DOES NOT EQUAL ZERO
AND AS LONG AS THE COMMITMENTS HAVE NOT BEEN TERMINATED.
(B)
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).
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 19.
GOVERNING LAW.
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.
SECTION 20.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO
OR MORE COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL, BUT ALL OF
WHICH, WHEN TAKEN TOGETHER, SHALL CONSTITUTE A SINGLE CONTRACT, AND SHALL BECOME
EFFECTIVE AS PROVIDED IN SECTION 17.
DELIVERY OF AN EXECUTED COUNTERPART OF A
SIGNATURE PAGE TO THIS AGREEMENT BY FACSIMILE TRANSMISSION SHALL BE EFFECTIVE AS
DELIVERY OF A MANUALLY EXECUTED COUNTERPART OF THIS AGREEMENT.
SECTION 21.
RULES OF INTERPRETATION.
THE RULES OF INTERPRETATION
SPECIFIED IN SECTION 1.03 OF THE CREDIT AGREEMENT SHALL BE APPLICABLE TO THIS
AGREEMENT.
SECTION HEADINGS USED HEREIN ARE FOR CONVENIENCE 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.
SECTION 22.
JURISDICTION; CONSENT TO SERVICE OF
PROCESS.
(A)
EACH PLEDGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR
ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY ONTARIO COURT
OR FEDERAL COURT OF CANADA SITTING IN SUCH JURISDICTION, AND ANY APPELLATE COURT
FROM ANY THEREOF, 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, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN ONTARIO OR, TO THE EXTENT PERMITTED BY
LAW, IN SUCH FEDERAL COURT.
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 SHALL AFFECT ANY RIGHT THAT THE
COLLATERAL AGENT OR ANY OTHER SECURED PARTY MAY
14
OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR
THE OTHER LOAN DOCUMENTS AGAINST ANY PLEDGOR OR ITS PROPERTIES IN THE COURTS OF
ANY JURISDICTION.
(B)
EACH PLEDGOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT