Grantor and without affecting the obligations of any other
Grantor hereunder.
Section 8.08
Administrative Agent's Fees and Expenses; Indemnification.
(A)
WITHOUT LIMITING ANY OF THEIR OBLIGATIONS
UNDER THE CREDIT AGREEMENT OR THE OTHER LOAN DOCUMENTS, THE GRANTORS JOINTLY AND
SEVERALLY AGREE TO PAY ALL CREDIT PARTY EXPENSES INCURRED IN CONNECTION WITH
THIS AGREEMENT.
(B)
WITHOUT LIMITING ANY OF THEIR
INDEMNIFICATION OBLIGATIONS UNDER THE CREDIT AGREEMENT OR THE OTHER LOAN
DOCUMENTS, THE GRANTORS SHALL, JOINTLY AND SEVERALLY, AGREE TO INDEMNIFY EACH
CREDIT PARTY AND THEIR RESPECTIVE AFFILIATES (EACH SUCH PERSON BEING CALLED AN
"INDEMNITEE"), AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES,
CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES (OTHER THAN WITH RESPECT TO
TAXES), INCLUDING THE REASONABLE AND DOCUMENTED FEES, CHARGES AND DISBURSEMENTS
OF COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE
ARISING OUT OF, IN CONNECTION WITH OR AS A RESULT OF (I) THE EXECUTION OR
DELIVERY OR PERFORMANCE OF THIS AGREEMENT, THE PERFORMANCE BY ANY GRANTOR OF ITS
OBLIGATIONS UNDER THIS AGREEMENT OR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY, OR (II) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION,
INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE
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FOREGOING OR TO THE COLLATERAL, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO; PROVIDED,
HOWEVER, THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO
THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES
RESULTED FROM THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BAD FAITH OR BREACH OF
THE CONTRACTUAL OBLIGATIONS OF SUCH INDEMNITEE OR WITH RESPECT TO A CLAIM BY ONE
INDEMNITEE AGAINST ANOTHER INDEMNITEE.
(C)
ANY SUCH AMOUNTS PAYABLE AS PROVIDED
HEREUNDER SHALL BE ADDITIONAL SECURED OBLIGATIONS SECURED HEREBY AND BY THE
OTHER SECURITY DOCUMENTS.
ALL AMOUNTS DUE UNDER THIS SECTION 8.08 SHALL BE
PAYABLE ON WRITTEN DEMAND THEREFOR.
Section 8.09
Governing Law.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, IN ALL RESPECTS, INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE
SECURED 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 8.10
Waiver of The Limitation of Civil Rights Act
(Saskatchewan)
Without limiting the generality of the foregoing, the Grantor agrees that The
Limitation of Civil Rights Act (Saskatchewan) will not apply to this Security
Agreement or any rights, remedies or powers of the Collateral Agent, any Secured
Party or any Receiver hereunder.
Section 8.11
Waivers; Amendment.
(A)
THE RIGHTS, REMEDIES, POWERS, PRIVILEGES
AND DISCRETIONS OF THE ADMINISTRATIVE AGENT HEREUNDER (HEREIN, THE
"ADMINISTRATIVE AGENT'S RIGHTS AND REMEDIES") SHALL BE CUMULATIVE AND NOT
EXCLUSIVE OF ANY RIGHTS OR REMEDIES WHICH IT WOULD OTHERWISE HAVE.
NO DELAY OR
OMISSION BY THE ADMINISTRATIVE AGENT IN EXERCISING OR ENFORCING ANY OF THE
ADMINISTRATIVE AGENT'S RIGHTS AND REMEDIES SHALL OPERATE AS, OR CONSTITUTE, A
WAIVER THEREOF.
NO WAIVER BY THE ADMINISTRATIVE AGENT OF ANY EVENT OF DEFAULT
OR OF ANY DEFAULT UNDER ANY OTHER