TRANSACTION DOCUMENTS FOR INTEREST ON OVERDUE PRINCIPAL
THEREOF OR SUCH OTHER RATE AS SHALL BE FIXED BY APPLICABLE LAW, TOGETHER WITH
THE COSTS OF COLLECTION AND THE REASONABLE FEES, COSTS, EXPENSES AND OTHER
CLIENT CHARGES OF ANY ATTORNEYS EMPLOYED BY THE COLLATERAL AGENT TO COLLECT SUCH
DEFICIENCY.
(D)
EACH GRANTOR HEREBY ACKNOWLEDGES THAT IF THE
COLLATERAL AGENT COMPLIES WITH ANY APPLICABLE STATE, PROVINCIAL, OR FEDERAL LAW
REQUIREMENTS IN CONNECTION WITH A DISPOSITION OF THE COLLATERAL, SUCH COMPLIANCE
WILL NOT ADVERSELY AFFECT THE COMMERCIAL REASONABLENESS OF ANY SALE OR OTHER
DISPOSITION OF THE COLLATERAL.
(E)
THE COLLATERAL AGENT SHALL NOT BE REQUIRED
TO MARSHAL ANY PRESENT OR FUTURE COLLATERAL SECURITY (INCLUDING, BUT NOT LIMITED
TO, THIS AGREEMENT AND THE COLLATERAL) FOR, OR OTHER ASSURANCES OF PAYMENT OF,
THE OBLIGATIONS OR ANY OF THEM OR TO RESORT TO SUCH COLLATERAL SECURITY OR OTHER
ASSURANCES OF PAYMENT IN ANY PARTICULAR ORDER, AND ALL OF THE COLLATERAL AGENT'S
RIGHTS HEREUNDER AND IN RESPECT OF SUCH COLLATERAL SECURITY AND OTHER ASSURANCES
OF PAYMENT SHALL BE CUMULATIVE AND IN ADDITION TO ALL OTHER RIGHTS, HOWEVER
EXISTING OR ARISING.
TO THE EXTENT THAT EACH GRANTOR LAWFULLY MAY, SUCH GRANTOR
HEREBY AGREES THAT IT WILL NOT INVOKE ANY LAW RELATING TO THE MARSHALLING OF
COLLATERAL WHICH MIGHT CAUSE DELAY IN OR IMPEDE THE ENFORCEMENT OF THE
COLLATERAL AGENT'S RIGHTS UNDER THIS AGREEMENT OR UNDER ANY OTHER INSTRUMENT
CREATING OR EVIDENCING ANY OF THE OBLIGATIONS OR UNDER WHICH ANY OF THE
OBLIGATIONS IS OUTSTANDING OR BY WHICH ANY OF THE OBLIGATIONS IS SECURED OR
PAYMENT THEREOF IS OTHERWISE ASSURED, AND, TO THE EXTENT THAT IT LAWFULLY MAY,
SUCH GRANTOR HEREBY IRREVOCABLY WAIVES THE BENEFITS OF ALL SUCH LAWS.
SECTION 8.
INDEMNITY AND EXPENSES.
(A)
EACH GRANTOR AGREES, JOINTLY AND SEVERALLY,
TO DEFEND, PROTECT, INDEMNIFY AND HOLD THE COLLATERAL AGENT AND EACH OF THE
BUYERS, JOINTLY AND SEVERALLY, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS,
DAMAGES, LOSSES, LIABILITIES, OBLIGATIONS, PENALTIES, FEES, COSTS AND EXPENSES
(INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL FEES, COSTS, EXPENSES, AND
DISBURSEMENTS OF SUCH PERSON'S COUNSEL) TO THE EXTENT THAT THEY ARISE OUT OF OR
OTHERWISE RESULT FROM THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ENFORCEMENT
OF THIS AGREEMENT), EXCEPT CLAIMS, LOSSES OR LIABILITIES RESULTING SOLELY AND
DIRECTLY FROM SUCH PERSON'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS
DETERMINED BY A FINAL JUDGMENT OF A COURT OF COMPETENT JURISDICTION.
(B)
EACH GRANTOR AGREES, JOINTLY AND SEVERALLY,
TO UPON DEMAND PAY TO THE COLLATERAL AGENT THE AMOUNT OF ANY AND ALL COSTS AND
EXPENSES, INCLUDING THE REASONABLE FEES, COSTS, EXPENSES AND DISBURSEMENTS OF
COUNSEL FOR THE COLLATERAL AGENT AND OF ANY EXPERTS AND AGENTS (INCLUDING,
WITHOUT LIMITATION, ANY COLLATERAL TRUSTEE WHICH MAY ACT AS AGENT OF THE
COLLATERAL AGENT), WHICH THE COLLATERAL AGENT MAY INCUR IN CONNECTION WITH
(I) THE PREPARATION, NEGOTIATION, EXECUTION, DELIVERY, RECORDATION,
ADMINISTRATION, AMENDMENT, WAIVER OR OTHER MODIFICATION OR TERMINATION OF THIS
AGREEMENT, (II) THE CUSTODY, PRESERVATION, USE OR OPERATION OF, OR THE SALE OF,
COLLECTION FROM, OR OTHER REALIZATION UPON, ANY COLLATERAL, (III) THE EXERCISE
OR ENFORCEMENT