WRITTEN CONSENT OF EACH LENDER; OR (VII) RELEASE ALL OR
SUBSTANTIALLY ALL COLLATERAL (IF ANY) SECURING ANY OF THE OBLIGATIONS OR AGREE
TO SUBORDINATE ANY LIEN IN SUCH COLLATERAL TO ANY OTHER CREDITOR OF THE BORROWER
OR ANY SUBSIDIARY, WITHOUT THE WRITTEN 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.
EXPENSES; INDEMNIFICATION.
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 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, 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.
NOTWITHSTANDING
ANYTHING HEREIN TO THE CONTRARY BORROWER AND CO-BORROWER'S OBLIGATION TO
REIMBURSE ANY PERSON HEREUNDER FOR FEES, CHARGES AND DISBURSEMENTS OF COUNSEL
SHALL BE LIMITED TO REASONABLE FEES, CHARGES AND DISBURSEMENTS OF COUNSEL
ACTUALLY INCURRED.
THE BORROWER AND THE CO-BORROWER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, THE
ISSUING BANK AND EACH LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING
(EACH, AN "INDEMNITEE") AGAINST, AND HOLD EACH OF THEM HARMLESS FROM, ANY AND
ALL COSTS, LOSSES, LIABILITIES, CLAIMS, DAMAGES AND RELATED EXPENSES, INCLUDING
THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, WHICH MAY
BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION
WITH OR AS A RESULT OF (I) THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY
OTHER AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE PERFORMANCE BY THE
PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THE CONSUMMATION OF
ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, (II) ANY LOAN OR LETTER OF CREDIT
OR ANY ACTUAL OR PROPOSED 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 OF SUCH LETTER OF CREDIT), (III) ANY ACTUAL OR ALLEGED PRESENCE