OR RELEASE. THE LENDERS HEREBY IRREVOCABLY
AUTHORIZE THE ADMINISTRATIVE AGENT TO TAKE ALL ACTIONS SPECIFIED IN THIS
SECTION 9.02(C)(2).
ANY EXECUTION AND DELIVERY OF DOCUMENTS PURSUANT TO THIS
SECTION SHALL BE WITHOUT RECOURSE TO OR WARRANTY BY THE ADMINISTRATIVE AGENT.
(D)
IF, IN CONNECTION WITH ANY PROPOSED AMENDMENT, WAIVER OR CONSENT
REQUIRING
THE CONSENT OF "EACH LENDER" OR "EACH LENDER DIRECTLY AFFECTED THEREBY," THE
CONSENT OF THE REQUIRED
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LENDERS IS OBTAINED, BUT THE CONSENT OF OTHER NECESSARY LENDERS IS NOT OBTAINED
(ANY SUCH LENDER WHOSE CONSENT IS NECESSARY BUT NOT OBTAINED BEING REFERRED TO
HEREIN AS A "NON-CONSENTING LENDER"), THEN THE BORROWER MAY ELECT TO REPLACE A
NON-CONSENTING LENDER AS A LENDER PARTY TO THIS AGREEMENT; PROVIDED THAT,
CONCURRENTLY WITH SUCH REPLACEMENT, (I) ANOTHER BANK OR OTHER ENTITY WHICH IS
REASONABLY SATISFACTORY TO THE BORROWER AND THE ADMINISTRATIVE AGENT SHALL
AGREE, AS OF SUCH DATE, TO PURCHASE FOR CASH THE LOANS AND OTHER OBLIGATIONS DUE
TO THE NON-CONSENTING LENDER PURSUANT TO AN ASSIGNMENT AND ASSUMPTION AND TO
BECOME A LENDER FOR ALL PURPOSES UNDER THIS AGREEMENT AND TO ASSUME ALL
OBLIGATIONS OF THE NON-CONSENTING LENDER TO BE TERMINATED AS OF SUCH DATE AND TO
COMPLY WITH THE REQUIREMENTS OF CLAUSE (B) OF SECTION 9.04, AND (II) THE
BORROWER SHALL PAY TO SUCH NON-CONSENTING LENDER IN SAME DAY FUNDS ON THE DAY OF
SUCH REPLACEMENT (1) ALL INTEREST, FEES AND OTHER AMOUNTS THEN ACCRUED BUT
UNPAID TO SUCH NON-CONSENTING LENDER BY THE BORROWER HEREUNDER TO AND INCLUDING
THE DATE OF TERMINATION, INCLUDING WITHOUT LIMITATION PAYMENTS DUE TO SUCH
NON-CONSENTING LENDER UNDER SECTIONS 2.15 AND 2.17, AND (2) AN AMOUNT, IF ANY,
EQUAL TO THE PAYMENT WHICH WOULD HAVE BEEN DUE TO SUCH LENDER ON THE DAY OF SUCH
REPLACEMENT UNDER SECTION 2.16 HAD THE LOANS OF SUCH NON-CONSENTING LENDER BEEN
PREPAID ON SUCH DATE RATHER THAN SOLD TO THE REPLACEMENT LENDER.
SECTION 9.03.
EXPENSES; INDEMNITY; DAMAGE WAIVER.
(A)
THE BORROWER SHALL PAY
(I) ALL REASONABLE OUT OF POCKET EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT
AND ITS AFFILIATES, INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF
COUNSEL FOR THE ADMINISTRATIVE AGENT, IN CONNECTION WITH THE SYNDICATION AND
DISTRIBUTION (INCLUDING, WITHOUT LIMITATION, VIA THE INTERNET OR THROUGH A
SERVICE SUCH AS INTRALINKS) OF THE CREDIT FACILITIES PROVIDED FOR HEREIN, THE
PREPARATION AND ADMINISTRATION OF THE LOAN DOCUMENTS OR ANY AMENDMENTS,
MODIFICATIONS OR WAIVERS OF THE PROVISIONS OF THE LOAN DOCUMENTS (WHETHER OR NOT
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY SHALL BE CONSUMMATED), (II) ALL
REASONABLE OUT-OF-POCKET EXPENSES INCURRED BY THE ISSUING BANK IN CONNECTION
WITH THE ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION OF ANY LETTER OF CREDIT OR
ANY DEMAND FOR PAYMENT THEREUNDER AND (III) ALL OUT-OF-POCKET EXPENSES INCURRED
BY THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER, INCLUDING THE FEES,
CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR THE ADMINISTRATIVE AGENT, THE
ISSUING BANK OR ANY LENDER, IN CONNECTION WITH THE ENFORCEMENT, COLLECTION OR
PROTECTION OF ITS RIGHTS IN CONNECTION WITH THE LOAN DOCUMENTS, INCLUDING ITS
RIGHTS UNDER THIS SECTION, OR