the maximum extent not
prohibited by law, any right it may have to claim or recover in any legal action
or proceeding referred to in this Section any special, exemplary, punitive or
consequential damages.
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10.13
ACKNOWLEDGEMENTS.
EACH BORROWER HEREBY ACKNOWLEDGES
THAT:
(a)
it has been advised by counsel in the
negotiation, execution and delivery of this Agreement and the other Loan
Documents;
(b)
neither the Administrative Agent, the
Canadian Agent nor any Lender has any fiduciary relationship with or duty to any
Borrower arising out of or in connection with this Agreement or any of the other
Loan Documents, and the relationship between Administrative Agent, the Canadian
Agent and Lenders, on one hand, and the Borrowers, on the other hand, in
connection herewith or therewith is solely that of debtor and creditor; and
(c)
no joint venture is created hereby or by
the other Loan Documents or otherwise exists by virtue of the transactions
contemplated hereby among the Lenders or among the Parent Borrower and the
Lenders.
10.14
CONFIDENTIALITY.
EACH OF THE ADMINISTRATIVE AGENT,
THE CANADIAN AGENT AND EACH LENDER AGREES TO KEEP CONFIDENTIAL ALL NON-PUBLIC
INFORMATION PROVIDED TO IT BY ANY LOAN PARTY PURSUANT TO THIS AGREEMENT THAT IS
DESIGNATED BY SUCH LOAN PARTY AS CONFIDENTIAL; PROVIDED THAT NOTHING HEREIN
SHALL PREVENT THE ADMINISTRATIVE AGENT, THE CANADIAN AGENT OR ANY LENDER FROM
DISCLOSING ANY SUCH INFORMATION (A) TO THE ADMINISTRATIVE AGENT, THE CANADIAN
AGENT, ANY OTHER LENDER OR ANY AFFILIATE OF ANY LENDER, (B) TO ANY TRANSFEREE OR
PROSPECTIVE TRANSFEREE THAT AGREES TO COMPLY WITH THE PROVISIONS OF THIS
SECTION, (C) TO ITS EMPLOYEES, DIRECTORS, AGENTS, ATTORNEYS, ACCOUNTANTS AND
OTHER PROFESSIONAL ADVISORS OR THOSE OF ANY OF ITS AFFILIATES, (D) UPON THE
REQUEST OR DEMAND OF ANY GOVERNMENTAL AUTHORITY, (E) IN RESPONSE TO ANY ORDER OF
ANY COURT OR OTHER GOVERNMENTAL AUTHORITY OR AS MAY OTHERWISE BE REQUIRED
PURSUANT TO ANY REQUIREMENT OF LAW, (F) IF REQUESTED OR REQUIRED TO DO SO IN
CONNECTION WITH ANY LITIGATION OR SIMILAR PROCEEDING, (G) THAT HAS BEEN PUBLICLY
DISCLOSED, (H) TO THE NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS OR ANY
SIMILAR ORGANIZATION OR ANY NATIONALLY RECOGNIZED RATING AGENCY THAT REQUIRES
ACCESS TO INFORMATION ABOUT A LENDER'S INVESTMENT PORTFOLIO IN CONNECTION WITH
RATINGS ISSUED WITH RESPECT TO SUCH LENDER, (I) IN CONNECTION WITH THE EXERCISE
OF ANY REMEDY HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT OR (J) TO ANY DIRECT OR
INDIRECT CONTRACTUAL COUNTERPARTY IN SWAP AGREEMENTS OR SUCH CONTRACTUAL
COUNTERPARTY'S ADVISOR (SO LONG AS SUCH CONTRACTUAL COUNTERPARTY AGREES TO BE
BOUND BY THE PROVISIONS OF THIS SECTION 10.14).
10.15
JOINT AND SEVERAL OBLIGATIONS.
ALL OF THE OBLIGATIONS
OF THE U.S. BORROWERS HEREUNDER SHALL BE JOINT AND SEVERAL; PROVIDED, HOWEVER,
THAT IN NO EVENT SHALL THE MAXIMUM LIABILITY OF ANY U.S. BORROWER IN RESPECT OF
OBLIGATIONS ARISING OUT OF LOANS AND OTHER EXTENSIONS OF CREDIT MADE TO THE
OTHER U.S. BORROWERS EXCEED THE GREATER OF (A) THE ACTUAL LOAN TO SUCH U.S.
BORROWER AND (B) THE MAXIMUM AMOUNT WHICH CAN BE GUARANTEED