OR POWER, OR
ANY ABANDONMENT OR DISCONTINUANCE OF STEPS TO ENFORCE SUCH A RIGHT OR POWER,
PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER
RIGHT OR POWER.
THE RIGHTS AND REMEDIES OF THE ADMINISTRATIVE AGENT, THE
ISSUING BANK AND THE LENDERS HEREUNDER AND UNDER THE OTHER LOAN 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 HEREFROM SHALL IN ANY EVENT BE EFFECTIVE UNLESS THE
SAME SHALL BE PERMITTED BY PARAGRAPH (B) OF THIS SECTION 6.02, AND THEN SUCH
WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE
PURPOSE FOR WHICH GIVEN.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE
MAKING OF A LOAN, THE ACCEPTANCE AND PURCHASE OF A B/A OR THE ISSUANCE,
AMENDMENT, RENEWAL OR EXTENSION OF A LETTER OF CREDIT SHALL NOT BE CONSTRUED AS
A WAIVER OF ANY DEFAULT, REGARDLESS OF WHETHER THE ADMINISTRATIVE AGENT, ANY
LENDER OR THE ISSUING BANK MAY HAVE HAD NOTICE OR KNOWLEDGE OF SUCH DEFAULT AT
THE TIME.
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 ADMINISTRATIVE AGENT AND THE GRANTOR OR GRANTORS WITH
RESPECT TO WHICH SUCH WAIVER, AMENDMENT OR MODIFICATION IS TO APPLY, SUBJECT TO
ANY CONSENT REQUIRED IN ACCORDANCE WITH SECTION 9.02 OF THE CREDIT AGREEMENT.
SECTION 6.03.
ADMINISTRATIVE AGENT'S FEES AND EXPENSES; INDEMNIFICATION.
(A)
THE PARTIES HERETO AGREE THAT THE ADMINISTRATIVE 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 JOINTLY AND SEVERALLY AGREES TO INDEMNIFY THE
ADMINISTRATIVE AGENT AND THE OTHER INDEMNITEES AGAINST, AND HOLD EACH INDEMNITEE
HARMLESS FROM, ANY
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AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED EXPENSES,
INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF ONE COUNSEL FOR THE
INDEMNITEES (IN ADDITION TO ONE LOCAL COUNSEL IN EACH RELEVANT JURISDICTION,
INCLUDING CANADIAN LOCAL COUNSEL) EXCEPT IN THE CASE WHERE THERE IS A DIVERGENT
OR CONFLICTING INTEREST BETWEEN THE ADMINISTRATIVE AGENT AND THE LENDERS, IN
WHICH CASE THERE SHALL BE ONE SEPARATE COUNSEL FOR THE ADMINISTRATIVE AGENT, ON
THE ONE HAND, AND THE LENDERS AS A GROUP, ON THE OTHER HAND, 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
ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO
ANY OF THE FOREGOING AGREEMENTS OR INSTRUMENTS CONTEMPLATED HEREBY, OR TO THE
COLLATERAL (INCLUDING ANY SUCH CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING
BROUGHT BY OR ON BEHALF OF ANY