SECURITY INTERESTS THEREIN COMPLY WITH
APPLICABLE REQUIREMENTS OF LAW.
(D)
DISSENTING LENDERS.
IF, IN CONNECTION WITH
ANY PROPOSED CHANGE, WAIVER, DISCHARGE OR TERMINATION OF THE PROVISIONS OF THIS
AGREEMENT AS CONTEMPLATED BY
151
SECTION 10.02(B), THE CONSENT OF THE REQUIRED LENDERS IS OBTAINED BUT THE
CONSENT OF ONE OR MORE OF SUCH OTHER LENDERS WHOSE CONSENT IS REQUIRED IS NOT
OBTAINED, THEN BORROWER SHALL HAVE THE RIGHT TO REPLACE ALL, BUT NOT LESS THAN
ALL, OF SUCH NON-CONSENTING LENDER OR LENDERS (SO LONG AS ALL NON-CONSENTING
LENDERS ARE SO REPLACED) WITH ONE OR MORE PERSONS PURSUANT TO SECTION 2.16 SO
LONG AS AT THE TIME OF SUCH REPLACEMENT EACH SUCH NEW LENDER CONSENTS TO THE
PROPOSED CHANGE, WAIVER, DISCHARGE OR TERMINATION.
EACH LENDER AGREES THAT, IF
BORROWER ELECTS TO REPLACE SUCH LENDER IN ACCORDANCE WITH THIS SECTION, IT SHALL
PROMPTLY EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT AN ASSIGNMENT AND
ASSUMPTION TO EVIDENCE SUCH SALE AND PURCHASE AND SHALL DELIVER TO THE
ADMINISTRATIVE AGENT ANY NOTE (IF NOTES HAVE BEEN ISSUED IN RESPECT OF SUCH
LENDER'S LOANS) SUBJECT TO SUCH ASSIGNMENT AND ASSUMPTION; PROVIDED THAT THE
FAILURE OF ANY SUCH NON-CONSENTING LENDER TO EXECUTE AN ASSIGNMENT AND
ASSUMPTION SHALL NOT RENDER SUCH SALE AND PURCHASE (AND THE CORRESPONDING
ASSIGNMENT) INVALID AND SUCH ASSIGNMENT SHALL BE RECORDED IN THE REGISTER.
(E)
REFINANCED TRANCHE B LOANS.
IN ADDITION,
NOTWITHSTANDING THE FOREGOING, THIS AGREEMENT MAY BE AMENDED WITH THE WRITTEN
CONSENT OF THE ADMINISTRATIVE AGENT, BORROWER AND THE LENDERS PROVIDING THE
RELEVANT REPLACEMENT TERM LOANS (AS DEFINED BELOW) TO PERMIT THE REFINANCING OF
ALL OUTSTANDING TRANCHE B LOANS ("REFINANCED TERM LOANS") WITH A REPLACEMENT "B"
TERM LOAN TRANCHE HEREUNDER WHICH SHALL CONSTITUTE TRANCHE B LOANS HEREUNDER
("REPLACEMENT TERM LOANS"); PROVIDED THAT (A) THE AGGREGATE PRINCIPAL AMOUNT OF
REPLACEMENT TERM LOANS SHALL NOT EXCEED THE AGGREGATE PRINCIPAL AMOUNT OF
REFINANCED TERM LOANS, (B) THE APPLICABLE MARGIN FOR REPLACEMENT TERM LOANS
SHALL NOT BE HIGHER THAN THE APPLICABLE MARGIN FOR REFINANCED TERM LOANS,
(C) THE WEIGHTED AVERAGE LIFE TO MATURITY OF REPLACEMENT TERM LOANS SHALL NOT BE
SHORTER THAN THE WEIGHTED AVERAGE LIFE TO MATURITY OF REFINANCED TERM LOANS AT
THE TIME OF SUCH REFINANCING AND (D) ALL OTHER TERMS APPLICABLE TO REPLACEMENT
TERM LOANS SHALL BE SUBSTANTIALLY IDENTICAL TO, OR LESS FAVORABLE TO THE LENDERS
PROVIDING REPLACEMENT TERM LOANS THAN, THOSE APPLICABLE TO REFINANCED TERM LOANS
IMMEDIATELY PRIOR TO SUCH REFINANCING, EXCEPT TO THE EXTENT NECESSARY TO PROVIDE
FOR COVENANTS AND OTHER TERMS APPLICABLE TO ANY PERIOD AFTER THE FINAL MATURITY
DATE.
SECTION 10.03
Expenses; Indemnity; Damage
Waiver.
(A)
COSTS AND EXPENSES.
BORROWER SHALL PAY
(I) ALL AMOUNTS REQUIRED TO BE PAID IN THE ENGAGEMENT LETTER AND (II) REASONABLE
OUT-OF-POCKET EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT, THE COLLATERAL
AGENT AND THEIR RESPECTIVE AFFILIATES (INCLUDING HALF OF THE REASONABLE FEES,
CHARGES AND DISBURSEMENTS OF COUNSEL FOR THE ADMINISTRATIVE AGENT AND/OR THE
COLLATERAL AGENT) IN CONNECTION WITH THE SYNDICATION OF THE CREDIT FACILITIES
PROVIDED FOR HEREIN (INCLUDING THE OBTAINING AND MAINTAINING OF CUSIP NUMBERS
FOR