AFFECTED THEREBY,
(III)
POSTPONE THE SCHEDULED DATE OF PAYMENT OF THE PRINCIPAL AMOUNT OF
ANY REVOLVING LOAN, OR ANY INTEREST THEREON, OR ANY FEES OR OTHER AMOUNTS
PAYABLE UNDER THE LOAN DOCUMENTS, OR REDUCE THE AMOUNT OF, WAIVE OR EXCUSE ANY
SUCH PAYMENT, OR POSTPONE THE SCHEDULED DATE OF EXPIRATION OF ANY COMMITMENT,
WITHOUT THE WRITTEN CONSENT OF EACH CREDIT PARTY DIRECTLY AFFECTED THEREBY,
(IV)
CHANGE ANY PROVISION HEREOF IN A MANNER THAT WOULD ALTER THE PRO
RATA SHARING OF PAYMENTS REQUIRED BY ANY LOAN DOCUMENT, WITHOUT THE WRITTEN
CONSENT OF EACH CREDIT PARTY, OR
54
(V)
CHANGE ANY OF THE PROVISIONS OF THIS SECTION OR THE DEFINITION OF
"REQUIRED LENDERS" OR ANY OTHER PROVISION HEREOF SPECIFYING THE NUMBER OR
PERCENTAGE OF LENDERS REQUIRED TO WAIVE, AMEND OR MODIFY ANY RIGHTS HEREUNDER OR
MAKE ANY DETERMINATION OR GRANT ANY CONSENT HEREUNDER, WITHOUT THE WRITTEN
CONSENT OF EACH LENDER,
and provided, further, that no such agreement shall amend, modify or otherwise
affect the rights or duties of (A) the Administrative Agent hereunder without
the prior written consent of the Administrative Agent and (B) the Issuing Bank
hereunder without the prior written consent of the Issuing Bank.
Section 10.03
Expenses; Indemnity; Damage Waiver
(A)
THE BORROWER SHALL PAY (I) ALL REASONABLE OUT-OF-POCKET EXPENSES
INCURRED BY THE ADMINISTRATIVE AGENT AND J.P. MORGAN SECURITIES INC., THE SOLE
LEAD ARRANGER, INCLUDING THE REASONABLE AND DULY DOCUMENTED 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 OR ANY AMENDMENTS,
MODIFICATIONS OR WAIVERS OF THE PROVISIONS OF ANY LOAN DOCUMENT (WHETHER OR NOT
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY SHALL BE CONSUMMATED), AND
(II) ALL REASONABLE OUT-OF-POCKET EXPENSES INCURRED BY ANY CREDIT PARTY,
INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF A SINGLE COUNSEL FOR
THE ADMINISTRATIVE AGENT AND A SINGLE COUNSEL FOR THE OTHER CREDIT PARTIES, IN
CONNECTION WITH THE ENFORCEMENT OR PROTECTION OF ITS RIGHTS IN CONNECTION WITH
THE LOAN DOCUMENTS, INCLUDING ITS RIGHTS UNDER THIS SECTION, OR IN CONNECTION
WITH AND DURING ANY WORKOUT, RESTRUCTURING OR NEGOTIATIONS IN RESPECT OF THE
REVOLVING LOANS AND THE LETTERS OF CREDIT.
(B)
THE BORROWER SHALL INDEMNIFY EACH CREDIT PARTY AND EACH RELATED
PARTY THEREOF (EACH SUCH PERSON BEING CALLED AN "INDEMNITEE") AGAINST, AND HOLD
EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES
AND RELATED EXPENSES, INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS
OF ANY COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY
INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (I) THE
EXECUTION OR DELIVERY OF ANY LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT
CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES TO THE LOAN
DOCUMENTS OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER AND THEREUNDER OR THE
CONSUMMATION OF THE TRANSACTIONS OR ANY OTHER TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY, (II) ANY REVOLVING LOAN