THE LOAN PARTIES AND THE SECURED PARTIES TOWARDS SUCH LENDER,
UNDER ANY LOAN DOCUMENT SHALL REMAIN UNCHANGED AND EACH OTHER PARTY HERETO SHALL
CONTINUE TO DEAL SOLELY WITH SUCH LENDER, WHICH SHALL REMAIN THE HOLDER OF THE
OBLIGATIONS IN THE REGISTER, EXCEPT THAT (A) EACH SUCH PARTICIPANT AND SPV SHALL
BE ENTITLED TO THE BENEFIT OF SECTIONS 2.16 (BREAKAGE COSTS; INCREASED COSTS;
CAPITAL REQUIREMENTS) AND 2.17 (TAXES), BUT ONLY TO THE EXTENT SUCH PARTICIPANT
OR SPV DELIVERS THE TAX FORMS SUCH LENDER IS REQUIRED TO COLLECT PURSUANT TO
SECTION 2.17(F) AND THEN ONLY TO THE EXTENT OF ANY AMOUNT TO WHICH SUCH LENDER
WOULD BE ENTITLED IN THE ABSENCE OF ANY SUCH GRANT OR PARTICIPATION AND (B) EACH
SUCH SPV MAY RECEIVE OTHER PAYMENTS THAT WOULD OTHERWISE BE MADE TO SUCH LENDER
WITH RESPECT TO LOANS FUNDED BY SUCH SPV TO THE EXTENT PROVIDED IN THE
APPLICABLE OPTION AGREEMENT AND SET FORTH IN A NOTICE PROVIDED TO THE
ADMINISTRATIVE AGENT BY SUCH SPV AND SUCH LENDER; PROVIDED, HOWEVER, THAT IN NO
CASE (INCLUDING PURSUANT TO CLAUSE (A) OR (B) ABOVE) SHALL AN SPV OR PARTICIPANT
HAVE THE RIGHT TO ENFORCE ANY OF THE TERMS OF ANY LOAN DOCUMENT, AND (III) THE
CONSENT OF SUCH SPV OR PARTICIPANT SHALL NOT BE REQUIRED (EITHER DIRECTLY, AS A
RESTRAINT ON SUCH LENDER'S ABILITY TO CONSENT HEREUNDER OR OTHERWISE) FOR ANY
AMENDMENTS, WAIVERS OR CONSENTS WITH RESPECT TO ANY LOAN DOCUMENT OR TO EXERCISE
OR REFRAIN FROM EXERCISING ANY POWERS OR RIGHTS SUCH LENDER MAY HAVE UNDER OR IN
RESPECT OF THE LOAN DOCUMENTS (INCLUDING THE RIGHT TO ENFORCE OR DIRECT
ENFORCEMENT OF THE OBLIGATIONS), EXCEPT FOR THOSE DESCRIBED IN CLAUSES (III) AND
(IV) OF SECTION 11.1(A) WITH RESPECT TO AMOUNTS, OR DATES FIXED FOR PAYMENT OF
AMOUNTS, TO WHICH SUCH PARTICIPANT OR SPV WOULD OTHERWISE BE ENTITLED AND, IN
THE CASE OF PARTICIPANTS, EXCEPT FOR THOSE DESCRIBED IN SECTION 11.1(A)(V) (OR
AMENDMENTS, CONSENTS AND WAIVERS WITH RESPECT TO SECTION 10.10 TO RELEASE ALL OR
SUBSTANTIALLY ALL OF THE COLLATERAL).
SECTION 11.3
COSTS AND EXPENSES.
ANY ACTION TAKEN BY ANY LOAN PARTY
UNDER OR WITH RESPECT TO ANY LOAN DOCUMENT, EVEN IF REQUIRED UNDER ANY LOAN
DOCUMENT OR AT THE REQUEST OF ANY SECURED PARTY, SHALL BE AT THE EXPENSE OF SUCH
LOAN PARTY, AND NO SECURED PARTY SHALL BE REQUIRED UNDER ANY LOAN DOCUMENT TO
REIMBURSE ANY LOAN PARTY OR GROUP MEMBER THEREFOR EXCEPT AS EXPRESSLY PROVIDED
THEREIN.
IN ADDITION, THE BORROWER AGREES TO PAY OR REIMBURSE UPON DEMAND (A)
THE ADMINISTRATIVE AGENT FOR ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES
INCURRED BY IT OR ANY OF ITS RELATED PERSONS IN CONNECTION WITH THE
INVESTIGATION, DEVELOPMENT, PREPARATION, NEGOTIATION, SYNDICATION, EXECUTION,
INTERPRETATION OR ADMINISTRATION OF, ANY MODIFICATION OF ANY TERM OF OR
TERMINATION OF, ANY LOAN DOCUMENT, ANY COMMITMENT OR PROPOSAL LETTER THEREFOR
EXECUTED PRIOR TO THE DATE HEREOF, ANY OTHER DOCUMENT PREPARED IN CONNECTION
THEREWITH OR THE CONSUMMATION AND ADMINISTRATION OF ANY TRANSACTION CONTEMPLATED
THEREIN (INCLUDING PERIODIC AUDITS IN CONNECTION THEREWITH AND ENVIRONMENTAL
AUDITS