CANADIAN AGENT'S FEES AND EXPENSES; INDEMNIFICATION.
(A)
THE PARTIES HERETO AGREE THAT THE CANADIAN AGENT SHALL BE ENTITLED TO
REIMBURSEMENT OF ITS EXPENSES INCURRED HEREUNDER AS PROVIDED IN SECTION 9.03 OF
THE CREDIT AGREEMENT.
(B)
WITHOUT LIMITATION OF ITS INDEMNIFICATION OBLIGATIONS UNDER THE OTHER LOAN
DOCUMENTS, EACH GRANTOR AND EACH GUARANTOR JOINTLY AND SEVERALLY AGREES TO
INDEMNIFY THE CANADIAN AGENT AND THE OTHER INDEMNITEES (AS DEFINED IN
SECTION 9.03 OF THE CREDIT AGREEMENT) AGAINST, AND HOLD EACH INDEMNITEE HARMLESS
FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES,
INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE,
INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION
WITH, OR AS A RESULT OF, THE EXECUTION, DELIVERY OR PERFORMANCE OF THIS
AGREEMENT OR ANY CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY
OF THE FOREGOING, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, OR TO THE
COLLATERAL, WHETHER OR NOT ANY INDEMNITEE IS A PARTY THERETO; PROVIDED THAT SUCH
INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH
LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A
COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE
RESULTED FROM THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF SUCH INDEMNITEE OR
ANY OF ITS RELATED PARTIES.
(C)
ANY SUCH AMOUNTS PAYABLE AS PROVIDED HEREUNDER SHALL BE ADDITIONAL CANADIAN
OBLIGATIONS SECURED HEREBY AND BY THE OTHER SECURITY DOCUMENTS. THE PROVISIONS
OF THIS SECTION SHALL REMAIN OPERATIVE AND IN FULL FORCE AND EFFECT REGARDLESS
OF THE TERMINATION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, THE REPAYMENT OF ANY OF
THE CANADIAN OBLIGATIONS, THE INVALIDITY OR UNENFORCEABILITY OF ANY TERM OR
PROVISION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY INVESTIGATION
MADE BY OR ON BEHALF OF THE CANADIAN AGENT OR ANY OTHER SECURED PARTY. ALL
AMOUNTS DUE UNDER THIS SECTION SHALL BE PAYABLE ON WRITTEN DEMAND THEREFOR.
SECTION 6.04.
SUCCESSORS AND ASSIGNS.
WHENEVER IN THIS AGREEMENT ANY OF THE
PARTIES HERETO IS REFERRED TO, SUCH REFERENCE SHALL BE DEEMED TO INCLUDE THE
PERMITTED SUCCESSORS AND ASSIGNS OF SUCH PARTY; AND ALL COVENANTS, PROMISES AND
AGREEMENTS BY OR ON BEHALF OF ANY GUARANTOR OR GRANTOR OR THE CANADIAN AGENT
THAT ARE CONTAINED IN THIS AGREEMENT SHALL BIND AND INURE TO THE BENEFIT OF
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
SECTION 6.05.
SURVIVAL OF AGREEMENT.
ALL COVENANTS, AGREEMENTS,
REPRESENTATIONS AND WARRANTIES MADE BY THE LOAN PARTIES IN THE LOAN DOCUMENTS
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 LENDERS AND SHALL SURVIVE THE
EXECUTION AND DELIVERY OF THE LOAN DOCUMENTS AND THE MAKING OF ANY LOANS, THE
ACCEPTANCE OF ANY BAS AND THE ISSUANCE OF ANY LETTERS OF CREDIT, REGARDLESS OF
ANY INVESTIGATION MADE BY ANY LENDER OR ON ITS BEHALF AND NOTWITHSTANDING THAT
THE CANADIAN AGENT, THE ADMINISTRATIVE