BY THE BORROWER HEREUNDER TO AND INCLUDING THE DATE OF
TERMINATION, INCLUDING WITHOUT LIMITATION PAYMENTS DUE TO SUCH NON-CONSENTING
LENDER UNDER SECTIONS 2.15 AND 2.17, AND (2) AN AMOUNT, IF ANY, EQUAL TO THE
PAYMENT WHICH WOULD HAVE BEEN DUE TO SUCH LENDER ON THE DAY OF SUCH REPLACEMENT
UNDER SECTION 2.16 HAD THE LOANS OF SUCH NON-CONSENTING LENDER BEEN PREPAID ON
SUCH DATE RATHER THAN SOLD TO THE REPLACEMENT LENDER.
SECTION 9.03.
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 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 OF THE PROVISIONS HEREOF OR THEREOF
(WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY 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 REASONABLE
OUT-OF-POCKET EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR
ANY LENDER, INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY ONE PRIMARY
COUNSEL, AND ONE ADDITIONAL LOCAL COUNSEL IN EACH APPLICABLE JURISDICTION, FOR
THE ADMINISTRATIVE AGENT AND ONE ADDITIONAL COUNSEL FOR ALL THE LENDERS OTHER
THAN THE ADMINISTRATIVE AGENT AND ADDITIONAL COUNSEL IN LIGHT OF ACTUAL OR
POTENTIAL CONFLICTS OF INTEREST OR THE AVAILABILITY OF DIFFERENT CLAIMS OF
DEFENSES, IN CONNECTION WITH THE ENFORCEMENT OR PROTECTION OF ITS RIGHTS IN
CONNECTION WITH THIS AGREEMENT AND ANY OTHER LOAN DOCUMENT, INCLUDING ITS RIGHTS
UNDER THIS SECTION, OR IN CONNECTION WITH THE LOANS MADE OR 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 SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, THE ISSUING BANK AND
EACH LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (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 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 THEREBY, THE PERFORMANCE BY THE PARTIES
HERETO OF THEIR RESPECTIVE OBLIGATIONS THEREUNDER OR THE CONSUMMATION OF THE
TRANSACTIONS OR ANY OTHER TRANSACTIONS CONTEMPLATED HEREBY, (II) ANY LOAN OR
LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM (INCLUDING ANY REFUSAL BY
THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE
DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH
THE TERMS