FACT TERMINATED, IN EACH CASE PRIOR TO OR SUBSTANTIALLY
SIMULTANEOUSLY WITH THE EFFECTIVENESS OF SUCH AMENDMENT, THEN SUCH LOANS AND
COMMITMENTS SHALL NOT BE INCLUDED IN THE DETERMINATION OF THE REQUIRED LENDERS
WITH RESPECT TO SUCH AMENDMENT.
(C)
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 (AND, TO THE EXTENT ANY
PROPOSED CHANGE REQUIRES THE CONSENT OF LENDERS HOLDING LOANS OF ANY CLASS
PURSUANT TO CLAUSE (V) OR (VIII) OF PARAGRAPH (B) OF THIS SECTION, THE CONSENT
OF A MAJORITY IN INTEREST OF THE OUTSTANDING LOANS AND UNUSED COMMITMENTS OF
SUCH CLASS) 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 PARAGRAPH (B) OF 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 BORROWER 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
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ACCEPTS SUCH ASSIGNMENT), PROVIDED THAT (A) THE BORROWER SHALL HAVE RECEIVED THE
PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, WHICH CONSENT SHALL NOT
UNREASONABLY BE WITHHELD AND (B) SUCH NON-CONSENTING LENDER SHALL HAVE RECEIVED
PAYMENT OF AN AMOUNT EQUAL TO THE OUTSTANDING PRINCIPAL OF ITS LOANS, ACCRUED
INTEREST THEREON, ACCRUED FEES AND ALL OTHER AMOUNTS PAYABLE TO IT HEREUNDER
FROM THE ASSIGNEE (TO THE EXTENT OF SUCH OUTSTANDING PRINCIPAL AND ACCRUED
INTEREST AND FEES) OR THE BORROWER (IN THE CASE OF ALL OTHER AMOUNTS).
SECTION 9.03. EXPENSES; INDEMNITY; DAMAGE WAIVER. (A)
THE BORROWER SHALL PAY
(I) ALL REASONABLE OUT-OF-POCKET EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT,
THE JOINT BOOKRUNNERS AND THE JOINT LEAD ARRANGERS AND THEIR RESPECTIVE
AFFILIATES, INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF COUNSEL
FOR THE ADMINISTRATIVE AGENT, THE JOINT BOOKRUNNERS AND THE JOINT LEAD
ARRANGERS, IN CONNECTION WITH THE SYNDICATION OF THE CREDIT FACILITIES PROVIDED
FOR HEREIN, THE PREPARATION AND ADMINISTRATION OF THE LOAN DOCUMENTS OR ANY
AMENDMENTS, MODIFICATIONS OR WAIVERS OF THE PROVISIONS THEREOF (WHETHER OR NOT
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY SHALL BE CONSUMMATED) AND
(II) ALL OUT-OF-POCKET EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT OR ANY
LENDER, INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR THE
ADMINISTRATIVE AGENT OR ANY LENDER, 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 THE LOANS MADE HEREUNDER,
INCLUDING ALL SUCH OUT-OF-POCKET EXPENSES INCURRED DURING ANY WORKOUT,
RESTRUCTURING OR NEGOTIATIONS IN RESPECT OF