RESPECT TO SUCH NOTICE OF
DEFAULT AS IT SHALL DEEM ADVISABLE IN THE BEST INTERESTS OF THE LENDERS AND
WITHIN ITS RIGHTS UNDER THE LOAN DOCUMENTS, AT LAW OR IN EQUITY.
10.4
MATERIAL WRITTEN NOTICES.
IN THE EVENT THAT ANY
AGENT RECEIVES ANY WRITTEN NOTICE OF A MATERIAL NATURE FROM ANY BORROWER OR ANY
OBLIGOR UNDER THE LOAN DOCUMENTS, SUCH AGENT SHALL PROMPTLY INFORM EACH OF THE
LENDERS THEREOF.
10.5
RIGHTS AS A LENDER.
WITH RESPECT TO THEIR
APPLICABLE COMMITMENTS AND THE OBLIGATIONS, EACH OF WELLS FARGO, HSBC CANADA,
HSBC SINGAPORE AND HSBC U.K., IN ITS CAPACITY AS
A LENDER HEREUNDER, SHALL HAVE
THE SAME RIGHTS AND POWERS HEREUNDER AS ANY OTHER LENDER AND MAY EXERCISE THE
SAME AS THOUGH IT WERE NOT ACTING IN ITS AGENCY CAPACITY, AND THE TERM "LENDER"
OR "LENDERS" SHALL, UNLESS THE CONTEXT OTHERWISE INDICATES, INCLUDE EACH AGENT
IN ITS INDIVIDUAL CAPACITY.
EACH AGENT MAY (WITHOUT HAVING TO ACCOUNT THEREFOR
TO ANY LENDER) ACCEPT DEPOSITS FROM, LEND MONEY TO AND GENERALLY ENGAGE IN ANY
KIND OF BANKING, TRUST, LETTER OF CREDIT, AGENCY OR OTHER BUSINESS WITH ANY
BORROWER (AND ANY OF THEIR AFFILIATES) AS IF IT WERE NOT ACTING AS AN AGENT, AND
EACH AGENT MAY ACCEPT FEES AND OTHER CONSIDERATION FROM ANY BORROWER (IN
ADDITION TO THE FEES HERETOFORE AGREED TO BETWEEN ANY BORROWER AND ANY AGENT)
FOR SERVICES IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE WITHOUT HAVING TO
ACCOUNT FOR THE SAME TO THE LENDERS.
10.6
INDEMNIFICATION.
THE CANADIAN LENDERS, THE U.S.
LENDERS, SINGAPORE LENDERS
AND U.K. LENDERS, RESPECTIVELY, AGREE TO INDEMNIFY
CANADIAN AGENT, U.S. AGENT, SINGAPORE AGENT AND U.K. AGENT, RESPECTIVELY
(TO
THE EXTENT NOT REIMBURSED UNDER SECTION 2.2(C), SECTION 11.3 OR SECTION 11.4
HEREOF, BUT WITHOUT LIMITING THE OBLIGATIONS OF ANY BORROWER UNDER SAID SECTIONS
2.2(C), 11.3 AND 11.4), RATABLY IN ACCORDANCE WITH THE SUM OF THE APPLICABLE
LENDERS' RESPECTIVE CANADIAN COMMITMENTS, U.S. COMMITMENTS, SINGAPORE
COMMITMENTS AND U.K. COMMITMENTS, FOR ANY AND ALL LIABILITIES, OBLIGATIONS,
LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR
DISBURSEMENTS OF ANY KIND AND NATURE WHATSOEVER, REGARDLESS OF WHETHER CAUSED IN
WHOLE OR IN PART BY THE
88
NEGLIGENCE OF ANY INDEMNIFIED PARTIES, WHICH MAY BE IMPOSED ON, INCURRED BY OR
ASSERTED AGAINST THE APPLICABLE AGENT IN ANY WAY RELATING TO OR ARISING OUT OF
THIS AGREEMENT, THE LETTERS OF CREDIT OR ANY OTHER LOAN DOCUMENT OR ANY OTHER
DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (INCLUDING, WITHOUT LIMITATION, THE COSTS AND
EXPENSES WHICH ANY BORROWER IS OBLIGATED TO PAY UNDER SECTIONS 2.2(C), 11.3 AND
11.4 HEREOF, INTEREST, PENALTIES, ATTORNEYS' FEES AND AMOUNTS PAID IN
SETTLEMENT, BUT EXCLUDING, UNLESS A DEFAULT HAS OCCURRED AND IS CONTINUING,
NORMAL ADMINISTRATIVE COSTS AND EXPENSES INCIDENT TO THE PERFORMANCE OF ITS
AGENCY DUTIES HEREUNDER) OR THE ENFORCEMENT OF ANY OF THE TERMS HEREOF OR
THEREOF OR OF ANY SUCH OTHER DOCUMENTS; PROVIDED THAT NO LENDER SHALL BE LIABLE
FOR ANY OF THE FOREGOING TO THE EXTENT THEY ARISE FROM THE