OF PAYMENTS REQUIRED THEREBY, WITHOUT THE
WRITTEN CONSENT OF EACH LENDER, OR (V) CHANGE ANY OF THE PROVISIONS OF THIS
SECTION 10.2 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; PROVIDED FURTHER,
THAT NO SUCH AGREEMENT SHALL AMEND, MODIFY OR OTHERWISE AFFECT THE RIGHTS,
DUTIES OR OBLIGATIONS OF THE ADMINISTRATIVE AGENT, THE SWINGLINE LENDER OR THE
ISSUING BANK WITHOUT THE PRIOR WRITTEN CONSENT OF SUCH PERSON.
NOTWITHSTANDING
ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS AGREEMENT MAY BE AMENDED AND
RESTATED WITHOUT THE CONSENT OF ANY LENDER (BUT WITH THE CONSENT OF THE 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 2.18,
2.19, 2.20 AND 10.3), SUCH LENDER SHALL HAVE 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 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
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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, BUT LIMITED TO
THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF ONE OUTSIDE COUNSEL FOR THE
ADMINISTRATIVE AGENT, THE ISSUING BANK AND THE LENDERS) 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 BORROWER SHALL 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