AGENT SHALL NOT BE REQUIRED TO EXECUTE ANY SUCH DOCUMENT
ON TERMS WHICH, IN THE ADMINISTRATIVE AGENT'S REASONABLE OPINION, WOULD EXPOSE
THE ADMINISTRATIVE AGENT TO LIABILITY OR CREATE ANY OBLIGATION OR ENTAIL ANY
CONSEQUENCE OTHER THAN THE RELEASE OF SUCH LOAN GUARANTEE OR LIENS WITHOUT
RECOURSE OR WARRANTY AND (II) SUCH RELEASE SHALL NOT IN ANY MANNER DISCHARGE,
AFFECT, OR IMPAIR THE OBLIGATIONS OR ANY LOAN GUARANTEE OR LIENS (OTHER THAN
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.
(F) IF, IN CONNECTION WITH ANY PROPOSED AMENDMENT, WAIVER OR CONSENT REQUIRING
THE CONSENT OF "EACH LENDER" (OR WORDS OF SIMILAR IMPORT) OR "EACH LENDER
DIRECTLY AFFECTED THEREBY," (OR WORDS OF SIMILAR IMPORT) THE CONSENT OF THE
REQUIRED 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, SO LONG AS THE
ADMINISTRATIVE AGENT IS NOT A NON-CONSENTING LENDER, 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 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 2.16 AND 2.18.
Section 9.03
Expenses; Indemnity; Damage Waiver.
(a)
The Borrower
shall pay (i) all reasonable and documented 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 requested by the Borrower of the
provisions of the Loan Documents (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) all
90
reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in
connection with the issuance, amendment, renewal or extension requested by the
Borrower of any Letter of Credit or any demand for payment thereunder and (iii)
during the existence of