LOAN DOCUMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE
AGENT, SUCH OTHER AGENT OR THE ISSUING BANK, AS THE CASE MAY BE, AND (B) NOTHING
IN THIS SECTION 12.02 SHALL CAUSE ANY WAIVER, AMENDMENT, MODIFICATION OR CONSENT
TO (I) ANY FEE LETTER BETWEEN THE BORROWER AND ANY LENDER, AGENT OR THE
ADMINISTRATIVE AGENT OR ISSUING BANK TO REQUIRE THE CONSENT OF THE MAJORITY
LENDERS, (II) ANY LETTER OF CREDIT AGREEMENTS BETWEEN THE BORROWER OR ANY
SUBSIDIARY OF THE BORROWER AND THE ISSUING BANK TO REQUIRE THE CONSENT OF THE
MAJORITY LENDERS, (III) ANY LETTER OF CREDIT ISSUED BY THE ISSUING BANK PURSUANT
TO THE TERMS OF THIS AGREEMENT TO REQUIRE THE
90
consent of the Majority Lenders except as specifically required by Section 2.08
and (IV) any Swap Agreement between the Borrower or any of its Subsidiaries, and
the Administrative Agent, any Agent or any Lender, or any Affiliate of any
thereof, to require the consent of the Majority Lenders.
SECTION 12.03.
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, WITHOUT
LIMITATION, THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF COUNSEL AND OTHER
OUTSIDE CONSULTANTS FOR THE ADMINISTRATIVE AGENT, THE REASONABLE TRAVEL,
PHOTOCOPY, MAILING, COURIER, TELEPHONE AND OTHER SIMILAR EXPENSES, AND THE COST
OF ENVIRONMENTAL AUDITS AND SURVEYS AND APPRAISALS, IN CONNECTION WITH THE
SYNDICATION OF THE CREDIT FACILITIES PROVIDED FOR HEREIN, THE PREPARATION,
NEGOTIATION, EXECUTION, DELIVERY AND ADMINISTRATION (BOTH BEFORE AND AFTER THE
EXECUTION HEREOF AND INCLUDING ADVICE OF COUNSEL TO THE ADMINISTRATIVE AGENT AS
TO THE RIGHTS AND DUTIES OF THE ADMINISTRATIVE AGENT AND THE LENDERS WITH
RESPECT THERETO) OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY
AMENDMENTS, MODIFICATIONS OR WAIVERS OF OR CONSENTS RELATED TO THE PROVISIONS
HEREOF OR THEREOF (WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY SHALL BE CONSUMMATED), (II) ALL COSTS, EXPENSES, TAXES, ASSESSMENTS AND
OTHER CHARGES INCURRED BY ANY AGENT OR ANY LENDER IN CONNECTION WITH ANY FILING,
REGISTRATION, RECORDING OR PERFECTION OF ANY SECURITY INTEREST CONTEMPLATED BY
THIS AGREEMENT OR ANY SECURITY INSTRUMENT OR ANY OTHER DOCUMENT REFERRED TO
THEREIN, (III) 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, (IV) ALL OUT-OF-POCKET
EXPENSES INCURRED BY ANY AGENT, THE ISSUING BANK OR ANY LENDER, INCLUDING THE
FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY AGENT, THE ISSUING BANK
OR ANY LENDER, IN CONNECTION WITH THE ENFORCEMENT OR PROTECTION OF ITS RIGHTS IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, INCLUDING ITS RIGHTS
UNDER THIS SECTION 12.03, OR IN CONNECTION WITH THE LOANS MADE OR LETTERS OF
CREDIT ISSUED HEREUNDER, INCLUDING, WITHOUT LIMITATION, 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), EACH LENDER AND THE ISSUING BANK,