OF SECTION 10.04, AND
(II) THE BORROWERS SHALL PAY TO SUCH NON-CONSENTING LENDER IN SAME DAY FUNDS ON
THE DAY OF SUCH REPLACEMENT (1) ALL INTEREST, FEES AND OTHER AMOUNTS THEN
ACCRUED BUT UNPAID TO SUCH NON-CONSENTING LENDER BY THE BORROWER HEREUNDER TO
AND INCLUDING THE DATE OF TERMINATION, INCLUDING WITHOUT LIMITATION PAYMENTS DUE
TO SUCH NON-CONSENTING LENDER UNDER SECTIONS 2.14 AND 2.16, AND (2) AN AMOUNT,
IF ANY, EQUAL TO THE PAYMENT WHICH WOULD HAVE BEEN DUE TO SUCH LENDER ON THE DAY
OF SUCH REPLACEMENT UNDER SECTION 2.15 HAD THE LOANS OF SUCH NON-CONSENTING
LENDER BEEN PREPAID ON SUCH DATE RATHER THAN SOLD TO THE REPLACEMENT LENDER.
SECTION 10.03.
EXPENSES; INDEMNITY; DAMAGE WAIVER; JOINT AND SEVERAL
OBLIGATIONS.
(A)
THE BORROWERS SHALL PAY (I) ALL REASONABLE OUT-OF-POCKET
EXPENSES INCURRED BY
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THE AGENTS, THE ARRANGERS AND THEIR RESPECTIVE AFFILIATES (OTHER THAN THE
SPONSOR OR ANY PERSON CONTROLLED BY THE SPONSOR), INCLUDING THE REASONABLE FEES,
CHARGES AND DISBURSEMENTS OF COUNSEL FOR THE AGENTS AND THE 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), (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 EXPENSES INCURRED
BY THE AGENTS, THE ISSUING BANK, THE ARRANGERS OR ANY LENDER, INCLUDING THE
FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR THE AGENTS, THE ISSUING BANK,
THE ARRANGERS 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 OR 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 BORROWERS SHALL INDEMNIFY EACH AGENT, THE ISSUING BANK, EACH ARRANGER
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 ANY LOAN
DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE
PERFORMANCE BY THE PARTIES TO THE LOAN DOCUMENTS OF THEIR RESPECTIVE OBLIGATIONS
THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS OR ANY OTHER TRANSACTIONS
CONTEMPLATED HEREBY, (II) ANY LOAN OR LETTER OF CREDIT OR THE 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