AFFECT THE RIGHTS OR DUTIES
OF THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR THE SWINGLINE LENDER HEREUNDER
WITHOUT THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, THE ISSUING BANK
OR THE SWINGLINE LENDER, AS THE CASE MAY BE.
(C)
NOTWITHSTANDING THE FOREGOING, THIS AGREEMENT AND ANY OTHER LOAN DOCUMENT
MAY BE AMENDED (OR AMENDED AND RESTATED) WITH THE WRITTEN CONSENT OF THE
REQUIRED LENDERS, THE ADMINISTRATIVE AGENT AND EACH BORROWER TO EACH RELEVANT
LOAN DOCUMENT (X) TO ADD INCREMENTAL TERM LOANS TO SHARE RATABLY IN THE BENEFITS
OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS WITH THE LOANS
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AND THE ACCRUED INTEREST AND FEES IN RESPECT THEREOF AND (Y) TO INCLUDE
APPROPRIATELY THE LENDERS HOLDING SUCH INCREMENTAL TERM LOANS IN ANY
DETERMINATION OF THE REQUIRED LENDERS AND LENDERS.
(D)
IN CONNECTION WITH ANY PROPOSED AMENDMENT, MODIFICATION, WAIVER OR
TERMINATION (A "PROPOSED CHANGE") REQUIRING THE CONSENT OF ALL LENDERS OR ALL
AFFECTED LENDERS, IF THE CONSENT OF THE REQUIRED LENDERS TO SUCH PROPOSED CHANGE
IS OBTAINED, BUT THE CONSENT TO SUCH PROPOSED CHANGE OF OTHER LENDERS WHOSE
CONSENT IS REQUIRED IS NOT OBTAINED (ANY SUCH LENDER WHOSE CONSENT IS NOT
OBTAINED AS DESCRIBED IN THIS SECTION BEING REFERRED TO AS A "NON-CONSENTING
LENDER"), THEN, SO LONG AS THE LENDER THAT IS ACTING AS ADMINISTRATIVE AGENT IS
NOT A NON-CONSENTING LENDER, THE COMPANY MAY, AT ITS SOLE EXPENSE AND EFFORT,
UPON NOTICE TO SUCH NON-CONSENTING LENDER AND THE ADMINISTRATIVE AGENT, REQUIRE
SUCH NON-CONSENTING LENDER TO ASSIGN AND DELEGATE, WITHOUT RECOURSE (IN
ACCORDANCE WITH AND SUBJECT TO THE RESTRICTIONS CONTAINED IN SECTION 9.04), ALL
ITS INTERESTS, RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT TO AN ASSIGNEE THAT
SHALL ASSUME SUCH OBLIGATIONS (WHICH ASSIGNEE MAY BE ANOTHER LENDER, IF A LENDER
ACCEPTS SUCH ASSIGNMENT), PROVIDED THAT (A) THE COMPANY SHALL HAVE RECEIVED THE
PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT (AND, IF A REVOLVING
COMMITMENT IS BEING ASSIGNED, THE ISSUING BANK), WHICH CONSENT SHALL NOT
UNREASONABLY BE WITHHELD OR DELAYED, (B) SUCH NON-CONSENTING LENDER SHALL HAVE
RECEIVED PAYMENT OF AN AMOUNT EQUAL TO THE OUTSTANDING PRINCIPAL OF ITS LOANS
AND PARTICIPATIONS IN LC DISBURSEMENTS AND SWINGLINE LOANS, ACCRUED AND UNPAID
INTEREST THEREON, ACCRUED AND UNPAID FEES AND ALL OTHER AMOUNTS PAYABLE TO IT
HEREUNDER FROM THE ASSIGNEE (TO THE EXTENT OF SUCH OUTSTANDING PRINCIPAL AND
ACCRUED AND UNPAID INTEREST AND FEES) OR THE COMPANY (IN THE CASE OF ALL OTHER
AMOUNTS), AND (C) SUCH ASSIGNEE SHALL HAVE PAID TO THE ADMINISTRATIVE AGENT THE
PROCESSING AND RECORDATION FEE SPECIFIED IN SECTION 9.04(B).
SECTION 9.03.
EXPENSES; INDEMNITY; DAMAGE WAIVER.
(A)
THE COMPANY 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 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 THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS OR
ANY AMENDMENTS, MODIFICATIONS OR WAIVERS