THIS SECTION OR THE DEFINITION OF "REQUIRED LENDERS" OR ANY OTHER
PROVISION HEREOF SPECIFYING THE NUMBER OR PERCENTAGE OF LENDERS WHICH ARE
RE­QUIRED TO WAIVE, AMEND OR MODIFY ANY RIGHTS HEREUNDER OR MAKE ANY
DETERMINATION OR GRANT ANY CONSENT HEREUNDER, WITHOUT THE CONSENT OF EACH
LENDER; (VI) RELEASE ANY GUARANTOR OR LIMIT THE LIABILITY OF ANY SUCH GUARANTOR
UNDER ANY GUARANTY AGREEMENT, WITHOUT THE WRITTEN CONSENT OF EACH LENDER; (VII)
RELEASE ALL OR SUBSTANTIALLY ALL COLLATERAL (IF ANY) SECURING ANY OF THE
OBLIGATIONS OR AGREE TO SUBORDINATE ANY LIEN IN SUCH COLLATERAL TO ANY OTHER
CREDITOR OF THE BORROWER OR ANY SUBSIDIARY, WITHOUT THE WRITTEN CONSENT OF EACH
LENDER; PROVIDED FURTHER, THAT NO SUCH AGREEMENT SHALL AMEND, MODIFY OR
OTHERWISE AFFECT THE RIGHTS, DUTIES OR OBLIGATIONS OF THE ADMINISTRATIVE AGENT,
THE SWINGLINE BANK OR THE ISSUING BANK WITHOUT THE PRIOR WRITTEN CONSENT OF SUCH
PERSON.
NOTWITHSTANDING THE FOREGOING, ANY PROVISION OF THIS AGREEMENT MAY BE
AMENDED BY AN AGREEMENT IN WRITING ENTERED INTO BY THE BORROWER, THE REQUIRED
LENDERS AND THE ADMINISTRATIVE AGENT (AND, IF THEIR RIGHTS, DUTIES OR
OBLIGATIONS ARE AFFECTED THEREBY, THE ISSUING BANK AND THE SWINGLINE LENDER) IF
(I) BY THE TERMS OF SUCH AGREEMENT THE COMMITMENT OF EACH LENDER NOT CONSENTING
TO THE AMENDMENT PROVIDED FOR THEREIN SHALL TERMINATE (BUT SUCH LENDER SHALL
CONTINUE TO BE ENTITLED TO THE BENEFITS OF SECTIONS 2.19, 2.20, AND 2.21 AND
10.3) UPON THE EFFECTIVENESS OF SUCH AMENDMENT AND (II) AT THE TIME SUCH
AMENDMENT BECOMES EFFECTIVE, EACH LENDER NOT CONSENTING THERETO RECEIVES PAYMENT
IN FULL PRINCIPAL OF AND INTEREST ACCRUED ON EACH LOAN MADE BY IT AND ALL OTHER
AMOUNTS OWING TO IT OR ACCRUED FOR ITS ACCOUNT UNDER THIS AGREEMENT AND IS
RELEASED FROM ITS OBLIGATIONS HEREUNDER.
SECTION 10.3.
EXPENSES; INDEMNIFICATION.
(A)
THE BORROWER SHALL PAY (I) ALL REASONABLE, OUT-OF-POCKET COSTS AND
EXPENSES OF THE ADMINISTRATIVE AGENT AND ITS AFFILIATES, INCLUDING THE
REASONABLE FEES, CHARGES AND DISBURSEMENTS OF COUNSEL FOR THE ADMINISTRATIVE
AGENT AND ITS AFFILIATES, IN CONNECTION WITH THE SYNDICATION OF THE CREDIT
FACILITIES PROVIDED FOR HEREIN, THE PREPARATION AND ADMINISTRATION OF THE LOAN
DOCUMENTS AND ANY AMENDMENTS, MODIFICATIONS OR WAIVERS THEREOF (WHETHER OR NOT
THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT 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 COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, THE REASONABLE
FEES, CHARGES AND DISBURSEMENTS OF OUTSIDE COUN­SEL AND THE ALLOCATED COST OF
INSIDE COUNSEL) INCURRED BY THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY
LENDER IN
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CONNECTION WITH THE ENFORCEMENT OR PROTECTION OF ITS RIGHTS IN CONNECTION WITH
THIS AGREEMENT, INCLUDING ITS RIGHTS UNDER THIS SECTION, OR IN CONNECTION WITH
THE LOANS MADE OR ANY 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