THIS AGREEMENT (AND THE ADMINISTRATIVE AGENT MAY
RELY CONCLUSIVELY ON ANY SUCH CERTIFICATE, WITHOUT FURTHER INQUIRY), AND TO THE
EXTENT THAT THE PROPERTY BEING SOLD OR DISPOSED OF CONSTITUTES 100% OF THE
EQUITY INTEREST OF A SUBSIDIARY, THE APPLICABLE ADMINISTRATIVE AGENT IS
AUTHORIZED TO RELEASE ANY LOAN GUARANTY PROVIDED BY SUCH SUBSIDIARY,
(III) CONSTITUTING PROPERTY LEASED TO A LOAN PARTY UNDER A LEASE WHICH HAS
EXPIRED OR BEEN TERMINATED IN A TRANSACTION PERMITTED UNDER THIS AGREEMENT,
(IV) AS REQUIRED TO EFFECT ANY SALE OR OTHER DISPOSITION OF SUCH COLLATERAL IN
CONNECTION WITH ANY EXERCISE OF REMEDIES OF THE ADMINISTRATIVE AGENT AND THE
LENDERS PURSUANT TO ARTICLE VII OR (V) TO OTHERWISE FACILITATE A TRANSACTION
EXPRESSLY PERMITTED BY THIS AGREEMENT.
EXCEPT AS PROVIDED IN THE PRECEDING
SENTENCE, THE ADMINISTRATIVE AGENT WILL NOT RELEASE ANY LIENS ON COLLATERAL
WITHOUT THE PRIOR WRITTEN AUTHORIZATION OF EACH OF THE LENDERS, SUCH
AUTHORIZATION NOT TO BE UNREASONABLY WITHHELD; PROVIDED THAT, THE ADMINISTRATIVE
AGENT MAY IN ITS DISCRETION, RELEASE ITS LIENS ON COLLATERAL VALUED IN THE
AGGREGATE NOT IN EXCESS OF $25,000,000 DURING ANY CALENDAR YEAR WITHOUT THE
PRIOR WRITTEN AUTHORIZATION OF ANY OF THE LENDERS.
ANY SUCH RELEASE SHALL NOT
IN ANY MANNER DISCHARGE, AFFECT, OR IMPAIR THE OBLIGATIONS OR ANY LIENS (OTHER
THAN
94
THOSE EXPRESSLY BEING RELEASED) UPON (OR OBLIGATIONS OF THE LOAN PARTIES IN
RESPECT OF) ALL INTERESTS RETAINED BY THE LOAN PARTIES, INCLUDING THE PROCEEDS
OF ANY SALE, ALL OF WHICH SHALL CONTINUE TO CONSTITUTE PART OF THE COLLATERAL.
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 OF THE CREDIT FACILITIES PROVIDED FOR
HEREIN, THE PREPARATION, NEGOTIATION, EXECUTION, DELIVERY AND ADMINISTRATION OF
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS OR ANY AMENDMENTS, MODIFICATIONS OR
WAIVERS OF THE PROVISIONS HEREOF OR THEREOF (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 REASONABLE
FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR THE ADMINISTRATIVE AGENT, THE
ISSUING BANK OR ANY LENDER, IN CONNECTION WITH THE ENFORCEMENT OR PROTECTION OF
ITS RIGHTS IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS,
INCLUDING ITS RIGHTS UNDER THIS SECTION, OR IN CONNECTION WITH THE LOANS MADE OR
LETTERS OF CREDIT ISSUED HEREUNDER, INCLUDING ALL SUCH OUT-OF-POCKET EXPENSES
INCURRED DURING ANY WORKOUT, RESTRUCTURING OR NEGOTIATIONS IN RESPECT OF SUCH
LOANS OR LETTERS OF CREDIT.
(B)
THE BORROWER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT (AND ANY
SUB-AGENT THEREOF), THE ISSUING BANK AND EACH LENDER, AND EACH RELATED PARTY OF
ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN "INDEMNITEE")
AGAINST, AND