AGENT UNDER THIS AGREEMENT.
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6.8
TRANSACTION DOCUMENTS.
6.8.1
EACH PURCHASER HEREBY AUTHORIZES COLLATERAL AGENT TO ENTER INTO EACH
OF THE TRANSACTION DOCUMENTS IN THE RESPECTIVE FORMS OF THE EXHIBITS HERETO AND
TO TAKE ALL ACTION CONTEMPLATED THEREBY.
ALL RIGHTS AND REMEDIES UNDER THE
TRANSACTION DOCUMENTS MAY BE EXERCISED BY COLLATERAL AGENT FOR THE BENEFIT OF
PURCHASERS UPON THE TERMS HEREOF AND THEREOF.
6.8.2
WHENEVER UNDER ANY PROVISION OF ANY TRANSACTION DOCUMENT COLLATERAL
AGENT HAS THE RIGHT TO GRANT OR WITHHOLD ANY CONSENT, EXERCISE ANY REMEDY, MAKE
ANY DETERMINATION OR DIRECT ANY ACTION BY ISSUER UNDER SUCH TRANSACTION
DOCUMENT, COLLATERAL AGENT WILL ACT IN RESPECT OF SUCH CONSENT, EXERCISE OF
REMEDIES, DETERMINATION OR ACTION, AS THE CASE MAY BE, WITH THE CONSENT OF AND
AT THE DIRECTION OF PURCHASERS HOLDING NOTES REPRESENTING IN THE AGGREGATE A
MAJORITY OF THE OUTSTANDING PRINCIPAL AMOUNT OF THE NOTES; HOWEVER, NO SUCH
CONSENT OF THE PURCHASERS WILL BE REQUIRED WITH RESPECT TO ANY CONSENT,
DETERMINATION OR OTHER MATTER THAT IS MINISTERIAL OR ADMINISTRATIVE IN NATURE.
WHENEVER ANY CONSENT OF OR DIRECTION FROM THE PURCHASERS IS REQUIRED, COLLATERAL
AGENT WILL SEND TO PURCHASERS A NOTICE SETTING FORTH A DESCRIPTION IN REASONABLE
DETAIL OF THE MATTER AS TO WHICH CONSENT OR DIRECTION IS REQUESTED AND
COLLATERAL AGENT'S PROPOSED COURSE OF ACTION WITH RESPECT THERETO.
IF
COLLATERAL AGENT HAS NOT RECEIVED A RESPONSE FROM ANY PURCHASER WITHIN THREE
BUSINESS DAYS AFTER GIVING SUCH NOTICE, THEN SUCH PURCHASER WILL BE DEEMED TO
HAVE AGREED TO THE COURSE OF ACTION PROPOSED BY COLLATERAL AGENT.
6.9
INDEMNIFICATION OF COLLATERAL AGENT.
PURCHASERS WILL INDEMNIFY AND
HOLD COLLATERAL AGENT HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES,
LOSSES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS'
FEES AND EXPENSES ACTUALLY INCURRED) THAT COLLATERAL AGENT MAY INCUR AS A
CONSEQUENCE, DIRECTLY OR INDIRECTLY, OF ITS SERVICES AS COLLATERAL AGENT FOR
PURCHASERS, OTHER THAN SUCH ITEMS ARISING OUT OF COLLATERAL AGENT'S GROSS
NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUDULENT ACT.
ANY AMOUNTS DUE COLLATERAL
AGENT FROM PURCHASERS PURSUANT TO THIS SECTION 6.9 WILL BE PAID TO COLLATERAL
AGENT BY PURCHASERS PROMPTLY UPON REQUEST THEREFOR IN ACCORDANCE WITH THEIR PRO
RATA OWNERSHIP OF THE FACE AMOUNT OF THE NOTES.
7.
MISCELLANEOUS
7.1
FEES AND EXPENSES.
EXCEPT AS OTHERWISE SET FORTH IN THE
TRANSACTION DOCUMENTS AND ANY ENGAGEMENT LETTER OR AGREEMENT BETWEEN ISSUER AND
THE PLACEMENT AGENT, EACH PARTY WILL PAY ITS OWN FEES AND EXPENSES INCIDENT TO
THE NEGOTIATION, PREPARATION, EXECUTION AND DELIVERY OF THIS AGREEMENT.
7.2
ENTIRE AGREEMENT.
THE TRANSACTION DOCUMENTS, TOGETHER WITH THE
EXHIBITS AND SCHEDULES THERETO AND THE ENGAGEMENT LETTERS OR AGREEMENTS BETWEEN
ISSUER AND THE PLACEMENT AGENTS CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ALL PRIOR AND
CONTEMPORANEOUS AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, WITH RESPECT TO
SUCH MATTERS, WHICH THE PARTIES ACKNOWLEDGE HAVE BEEN MERGED INTO SUCH
DOCUMENTS, EXHIBITS AND SCHEDULES.
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7.3
NOTICES.
ANY AND ALL NOTICES OR OTHER COMMUNICATIONS OR DELIVERIES
REQUIRED OR PERMITTED TO BE PROVIDED HEREUNDER