PARTIES HEREUNDER AND
UNDER THE OTHER NOTES DOCUMENTS ARE CUMULATIVE AND ARE NOT EXCLUSIVE OF ANY
RIGHTS OR REMEDIES THAT THEY WOULD OTHERWISE HAVE. NO WAIVER OF ANY PROVISION OF
THIS AGREEMENT OR CONSENT TO ANY DEPARTURE BY ANY GRANTOR THEREFROM SHALL IN ANY
EVENT BE EFFECTIVE UNLESS THE SAME SHALL BE PERMITTED BY PARAGRAPH (B) OF THIS
SECTION, AND THEN SUCH WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC
INSTANCE AND FOR THE PURPOSE FOR WHICH GIVEN. NO NOTICE OR DEMAND ON ANY GRANTOR
IN ANY CASE SHALL ENTITLE ANY GRANTOR TO ANY OTHER OR FURTHER NOTICE OR DEMAND
IN SIMILAR OR OTHER CIRCUMSTANCES.
(B)
NEITHER THIS AGREEMENT NOR ANY PROVISION HEREOF MAY BE WAIVED, AMENDED OR
MODIFIED EXCEPT PURSUANT TO AN AGREEMENT OR AGREEMENTS IN WRITING ENTERED INTO
BY THE COLLATERAL AGENT AND THE GRANTOR OR GRANTORS WITH RESPECT TO WHICH SUCH
WAIVER, AMENDMENT OR MODIFICATION IS TO APPLY, SUBJECT TO ANY CONSENT REQUIRED
UNDER THE INDENTURE. THE COLLATERAL AGENT SHALL ENTER INTO SUCH WAIVERS,
AMENDMENTS OR MODIFICATIONS OF THIS AGREEMENT AS IT MAY BE DIRECTED (SUBJECT TO
THE IMMEDIATELY PRECEDING SENTENCE) TO ENTER INTO BY THE TRUSTEE; PROVIDED THAT
THE COLLATERAL AGENT SHALL NOT BE OBLIGATED TO EXECUTE ANY SUCH WAIVER,
AMENDMENT OR MODIFICATION THAT ADVERSELY AFFECTS THE RIGHTS, DUTIES, LIABILITIES
OR IMMUNITIES OF THE COLLATERAL AGENT.
SECTION 6.03. COLLATERAL AGENT'S FEES AND EXPENSES; INDEMNIFICATION. (A)
EACH
GRANTOR JOINTLY AND SEVERALLY AGREES TO PAY ALL REASONABLE OUT-OF-POCKET
EXPENSES INCURRED BY THE COLLATERAL AGENT, INCLUDING THE REASONABLE FEES,
CHARGES AND DISBURSEMENTS OF ITS COUNSEL, IN CONNECTION WITH (I) THE
PREPARATION, EXECUTION, DELIVERY AND ADMINISTRATION OF THIS AGREEMENT AND ANY
OTHER SECURITY DOCUMENT, (II) THE CUSTODY OR PRESERVATION OF, OR THE SALE OF,
COLLECTION FROM OR OTHER REALIZATION UPON ANY OF THE COLLATERAL, (III) THE
EXERCISE, ENFORCEMENT OR PROTECTION OF ANY OF THE RIGHTS OF THE COLLATERAL AGENT
HEREUNDER OR UNDER ANY OTHER SECURITY DOCUMENT OR (IV) THE FAILURE OF ANY
GRANTOR TO PERFORM OR OBSERVE ANY OF THE PROVISIONS HEREOF.
(B)
WITHOUT LIMITATION OF ITS INDEMNIFICATION OBLIGATIONS UNDER THE OTHER NOTES
DOCUMENTS, EACH GRANTOR JOINTLY AND SEVERALLY AGREES TO INDEMNIFY THE COLLATERAL
AGENT, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS AND REPRESENTATIVES (THE "INDEMNITEES") 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,
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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