PROVISIONS OF
THIS SECTION OR THE DEFINITION OF "REQUIRED LENDERS" OR "MAJORITY TRANCHE 1
LENDERS" OR ANY OTHER PROVISION HEREOF SPECIFYING THE NUMBER OR PERCENTAGE OF
LENDERS REQUIRED TO WAIVE, AMEND OR MODIFY ANY RIGHTS HEREUNDER OR MAKE ANY
DETERMINATION OR GRANT ANY CONSENT HEREUNDER, WITHOUT THE WRITTEN CONSENT OF
EACH LENDER, (VI) RELEASE ALL OR SUBSTANTIALLY ALL OF THE SECURITY PROVIDED BY
THE DESIGNATED SUBSIDIARY BORROWERS TO SECURE THE TRANCHE 1 OBLIGATIONS, WITHOUT
THE WRITTEN CONSENT OF EACH TRANCHE 1 LENDER, (VII) MODIFY THE DEFINITIONS IN
SECTION 1.01 OF "ADVANCE RATES," "BORROWING BASE" OR "ELIGIBLE SECURITIES"
WITHOUT THE CONSENT OF THE AGENTS, THE DOCUMENTATION AGENTS AND ANY ADDITIONAL
LENDER REQUIRED TO CONSTITUTE THE MAJORITY TRANCHE 1 LENDERS, (VIII) MODIFY,
CHANGE, WAIVE, DISCHARGE OR TERMINATE ANY PROVISION OF ANY SECURITY DOCUMENT
WITHOUT THE CONSENT OF THE MAJORITY TRANCHE 1 LENDERS OR (IX) RELEASE
INTERMEDIATE HOLDINGS FROM THE INTERMEDIATE HOLDINGS GUARANTY WITHOUT THE
CONSENT OF ALL LENDERS; PROVIDED, FURTHER, THAT NO SUCH AGREEMENT SHALL AMEND,
MODIFY OR OTHERWISE AFFECT THE RIGHTS OR DUTIES OF THE ADMINISTRATIVE AGENT OR
THE ISSUING AGENT HEREUNDER
95
WITHOUT THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT OR THE ISSUING
AGENT, AS THE CASE MAY BE.
SECTION 10.03.
EXPENSES; INDEMNITY; DAMAGE WAIVER.
(A)
EACH BORROWER SHALL
PAY, SEVERALLY IN ACCORDANCE WITH ITS RESPECTIVE FACILITY-WIDE LIABILITY
PERCENTAGE AND NOT JOINTLY, (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 OF THE CREDIT FACILITY PROVIDED FOR HEREIN, THE
PREPARATION, NEGOTIATION AND ADMINISTRATION OF THIS AGREEMENT OR ANY AMENDMENTS,
MODIFICATIONS OR WAIVERS OF THE PROVISIONS HEREOF (WHETHER OR NOT THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY SHALL BE CONSUMMATED), AND (II) ALL
OUT-OF-POCKET EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT, THE COLLATERAL
AGENT, THE CUSTODIAN, THE ISSUING 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 THIS AGREEMENT, INCLUDING ITS RIGHTS UNDER THIS SECTION, OR IN
CONNECTION WITH THE LOANS AND LETTERS OF CREDIT MADE HEREUNDER, INCLUDING ALL
SUCH OUT-OF-POCKET EXPENSES INCURRED DURING ANY WORKOUT, RESTRUCTURING OR
NEGOTIATIONS IN RESPECT OF SUCH LOANS.
(B)
THE PARENT BORROWER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, THE
COLLATERAL AGENT, THE CUSTODIAN, THE ISSUING AGENT 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 THIS AGREEMENT OR ANY AGREEMENT OR
INSTRUMENT CONTEMPLATED HEREBY, THE PERFORMANCE BY THE PARTIES HERETO OF THEIR
RESPECTIVE OBLIGATIONS HEREUNDER OR ANY OTHER TRANSACTIONS CONTEMPLATED HEREBY,
(II) ANY LOAN, LETTER OF