BORROWER AND THE ADMINISTRATIVE AGENT) IF, UPON GIVING EFFECT TO SUCH
AMENDMENT AND RESTATEMENT, SUCH LENDER SHALL NO LONGER BE A PARTY TO THIS
AGREEMENT (AS SO AMENDED AND RESTATED), THE COMMITMENTS OF SUCH LENDER SHALL
HAVE TERMINATED (BUT SUCH LENDER SHALL CONTINUE TO BE ENTITLED TO THE BENEFITS
OF SECTIONS 2.17, 2.18, 2.19 AND 10.3), SUCH LENDER SHALL NO OTHER COMMITMENT OR
OTHER OBLIGATION HEREUNDER AND SHALL HAVE BEEN PAID IN FULL ALL PRINCIPAL,
INTEREST AND OTHER AMOUNTS OWING TO IT OR ACCRUED FOR ITS ACCOUNT UNDER THIS
AGREEMENT.
SECTION 10.3.
EXPENSES; INDEMNIFICATION.
(A)
THE PARENT AND THE BORROWER SHALL JOINTLY
AND SEVERALLY 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 CONNECTION WITH THE
ENFORCEMENT OR PROTECTION OF ITS RIGHTS IN CONNECTION WITH THIS AGREEMENT,
INCLUDING ITS RIGHTS UNDER THIS SECTION 10.3, 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 PARENT AND THE BORROWER SHALL JOINTLY
AND SEVERALLY INDEMNIFY THE ADMINISTRATIVE AGENT (AND ANY SUB-AGENT THEREOF),
EACH LENDER AND THE ISSUING BANK, 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), AND SHALL INDEMNIFY AND HOLD HARMLESS EACH INDEMNITEE FROM
ALL FEES AND TIME CHARGES AND DISBURSEMENTS FOR ATTORNEYS WHO MAY BE EMPLOYEES
OF ANY INDEMNITEE, INCURRED BY ANY INDEMNITEE OR ASSERTED AGAINST ANY INDEMNITEE
BY ANY THIRD PARTY OR BY THE BORROWER OR ANY RESTRICTED SUBSIDIARY ARISING OUT
OF, IN CONNECTION WITH, OR AS A RESULT OF (I) BEING A PARTY TO THIS AGREEMENT,
ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR
THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS
HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY, (II) ANY LOAN OR LETTER OF CREDIT OR THE USE OR PROPOSED USE
OF THE PROCEEDS THEREFROM (INCLUDING ANY REFUSAL BY THE ISSUING BANK TO HONOR A