AND FOR ANY COUNTERCLAIM THEREIN; (ii)
IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT
MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY,
PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO,
ACTUAL DAMAGES; (iii) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OF
THE CANADIAN ADMINISTRATIVE AGENT OR COUNSEL FOR ANY PARTY HERETO HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND
(iv) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE
SECURITY INSTRUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS
SECTION 8.08.
Section 8.09 Headings.
Article and Section headings and the Table of Contents used herein are for
convenience of reference only, are not part of this Agreement and shall not
affect the construction of, or be taken into consideration in interpreting, this
Agreement.
Section 8.10 Acknowledgments.
Each Grantor hereby acknowledges that:
(a)
it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Loan Documents to which it is a party;
(b)
neither the Canadian Administrative Agent nor any Secured Creditor has
any fiduciary relationship with or duty to any Grantor arising out of or in
connection with this Agreement or any of the other Loan Documents, and the
relationship between the Grantors, on the one hand, and the Canadian
Administrative Agent and Secured Creditors, on the other hand, in connection
herewith or therewith is solely that of debtor and creditor;
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(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
Secured Creditors or among the Grantors and the Secured Creditors;
(d)
it
has received a copy of this Agreement; and
(e)
each of the parties hereto
specifically agrees that it has a duty to read this Agreement and the other Loan
Documents and agrees that it is charged with notice and knowledge of the terms
of this Agreement and the other Loan Documents; that it has in fact read this
Agreement and the other Loan Documents and is fully informed and has full notice
and knowledge of the terms, conditions and effects thereof; that it has been
represented by independent legal counsel of its choice throughout the
negotiations preceding its execution of this Agreement and the Loan Documents;
and has received the advice of its attorney in entering into this Agreement and
the Loan Documents; and that it recognizes that certain of the terms of this
Agreement and the Loan Documents result in one party assuming the liability
inherent in some aspects of the transaction and relieving the other party of its
responsibility for such liability. EACH PARTY HERETO AGREES AND COVENANTS THAT
IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION
OF THIS AGREEMENT