ARE SO REPLACED) WITH ONE OR MORE
PERSONS PURSUANT TO SECTION 2.16 SO LONG AS AT THE TIME OF SUCH REPLACEMENT EACH
SUCH NEW LENDER CONSENTS TO THE PROPOSED CHANGE, WAIVER, DISCHARGE OR
TERMINATION; PROVIDED, HOWEVER, THAT BORROWER SHALL NOT HAVE THE RIGHT TO
REPLACE A LENDER SOLELY AS A RESULT OF THE EXERCISE OF SUCH LENDER'S RIGHTS (AND
THE WITHHOLDING OF ANY REQUIRED CONSENT BY SUCH LENDER) PURSUANT TO CLAUSE (III)
OF SECTION 11.02(B).
SECTION 11.03. Expenses; Indemnity.
(A)
BORROWER AGREES TO PROMPTLY PAY ALL REASONABLE OUT OF POCKET COSTS
AND EXPENSES (INCLUDING BUT NOT LIMITED TO EXPENSES INCURRED IN CONNECTION WITH
DUE DILIGENCE AND TRAVEL, COURIER, REPRODUCTION, PRINTING AND DELIVERY EXPENSES)
(I) INCURRED BY THE ADMINISTRATIVE AGENT AND COLLATERAL AGENT, THE SWINGLINE
LENDER AND THE ISSUING BANK IN CONNECTION WITH THE SYNDICATION OF THE CREDIT
FACILITIES PROVIDED FOR HEREIN AND THE PREPARATION, EXECUTION, DELIVERY AND
ADMINISTRATION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE PERFECTION
AND MAINTENANCE OF THE LIENS SECURING THE COLLATERAL OR IN CONNECTION WITH ANY
AMENDMENTS, CONSENTS, ENFORCEMENT COSTS, DOCUMENTARY TAXES OR WAIVERS OF THE
PROVISIONS HEREOF OR THEREOF (WHETHER OR NOT THE TRANSACTIONS HEREBY OR THEREBY
CONTEMPLATED SHALL BE CONSUMMATED) OR (II) INCURRED BY THE AGENTS OR AFTER THE
OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT ANY LENDER IN
CONNECTION WITH THE ENFORCEMENT OR PROTECTION OF ITS RIGHTS IN CONNECTION WITH
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS OR IN CONNECTION WITH THE LOANS MADE
OR LETTERS OF CREDIT ISSUED HEREUNDER, INCLUDING THE REASONABLE FEES, CHARGES
AND DISBURSEMENTS OF CAHILL GORDON & REINDEL LLP, COUNSEL FOR THE ADMINISTRATIVE
AGENT AND THE COLLATERAL AGENT, AND ANY AUDITORS, ACCOUNTANTS, CONSULTANTS,
APPRAISERS OR OTHER ADVISORS AND, IN CONNECTION WITH ANY SUCH ENFORCEMENT OR
PROTECTION, THE FEES, CHARGES AND DISBURSEMENTS OF ANY OTHER COUNSEL FOR THE
AGENTS OR ANY LENDER.
(B)
THE LOAN PARTIES AGREE, JOINTLY AND SEVERALLY, TO INDEMNIFY THE
AGENTS, EACH LENDER, THE ISSUING BANK AND THE SWINGLINE LENDER, EACH AFFILIATE
OF ANY OF THE FOREGOING PERSONS AND EACH OF THEIR RESPECTIVE PARTNERS,
CONTROLLING PERSONS, DIRECTORS, OFFICERS, TRUSTEES, EMPLOYEES AND AGENTS (EACH
SUCH PERSON BEING CALLED AN "INDEMNITEE") AGAINST, AND TO HOLD EACH INDEMNITEE
HARMLESS FROM, ALL REASONABLE OUT OF POCKET COSTS AND ANY AND ALL LOSSES,
CLAIMS, DAMAGES, LIABILITIES, PENALTIES, JUDGMENTS, SUITS AND RELATED EXPENSES,
INCLUDING REASONABLE COUNSEL FEES, CHARGES AND DISBURSEMENTS, INCURRED BY OR
ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN ANY WAY CONNECTED WITH, OR AS
A RESULT OF (I) THE EXECUTION, DELIVERY, PERFORMANCE, ADMINISTRATION OR
ENFORCEMENT OF THE LOAN DOCUMENTS, (II) ANY ACTUAL OR PROPOSED USE OF THE
PROCEEDS OF THE LOANS OR ISSUANCE OF LETTERS OF CREDIT, (III) ANY CLAIM,
LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING,
WHETHER OR NOT ANY INDEMNITEE IS A PARTY THERETO, OR (IV) ANY ACTUAL OR ALLEGED
PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS, ON, AT, UNDER
OR FROM ANY PROPERTY OWNED, LEASED OR OPERATED BY ANY COMPANY, OR ANY
ENVIRONMENTAL CLAIM RELATED IN ANY