(II) REDUCE
THE PRINCIPAL AMOUNT OF ANY LOAN OR LC DISBURSEMENT OR REDUCE THE RATE OF
INTEREST THEREON, OR REDUCE ANY FEES PAYABLE HEREUNDER, WITHOUT THE WRITTEN
CONSENT OF EACH LENDER AFFECTED THEREBY, (III) POSTPONE THE DATE FIXED FOR ANY
PAYMENT OF ANY PRINCI­PAL OF, OR INTEREST ON, ANY LOAN OR LC DISBURSEMENT OR
INTEREST THEREON OR ANY FEES HEREUNDER OR REDUCE THE AMOUNT OF, WAIVE OR EXCUSE
ANY SUCH PAYMENT, OR POSTPONE THE SCHEDULED DATE FOR THE TERMINATION OR
REDUCTION OF ANY COMMITMENT, WITHOUT THE WRITTEN CONSENT OF EACH LENDER AFFECTED
THEREBY, (IV) CHANGE SECTION 2.21(B) OR (C) IN A MANNER THAT WOULD ALTER THE PRO
RATA SHARING OF PAYMENTS REQUIRED THEREBY, WITHOUT THE WRITTEN CONSENT OF EACH
LENDER, OR (V) CHANGE ANY OF THE PROVISIONS OF THIS SECTION 10.2 OR THE
DEFINITION OF "REQUIRED LENDERS" OR ANY OTHER PROVISION HEREOF SPECIFYING THE
NUMBER OR PERCENTAGE OF LENDERS WHICH ARE RE­QUIRED TO WAIVE, AMEND OR MODIFY
ANY RIGHTS HEREUNDER OR MAKE ANY DETERMINATION OR GRANT ANY CONSENT HEREUNDER,
WITHOUT THE 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.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO
THE CONTRARY, THIS AGREEMENT MAY BE AMENDED AND RESTATED WITHOUT THE CONSENT OF
ANY LENDER (BUT WITH THE CONSENT OF THE BORROWER AND THE ADMINISTRATIVE AGENT)
IF, UPON GIVING EFFECT TO
72
SUCH AMENDMENT AND RESTATEMENT, SUCH LENDER SHALL NO LONGER BE A PARTY TO THIS
AGREEMENT (AS SO AMENDED AND RESTATED), THE COMMITMENTS OF SUCH LENDER SHALL
HAVE TERMINATED (BUT SUCH LENDER SHALL CONTINUE TO BE ENTITLED TO THE BENEFITS
OF SECTIONS 2.18, 2.19, 2.20 AND 10.3), SUCH LENDER SHALL HAVE NO OTHER
COMMITMENT OR OTHER OBLIGATION HEREUNDER AND SHALL HAVE BEEN PAID IN FULL ALL
PRINCIPAL, INTEREST AND OTHER AMOUNTS OWING TO IT OR ACCRUED FOR ITS ACCOUNT
UNDER THIS AGREEMENT.
SECTION 10.3.
EXPENSES; INDEMNIFICATION.
(A)
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, BUT LIMITED TO
THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF ONE OUTSIDE COUNSEL FOR THE
ADMINISTRATIVE AGENT, THE ISSUING BANK AND THE LENDERS) INCURRED BY THE
ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER IN CONNECTION WITH THE
ENFORCEMENT OR PROTECTION OF ITS RIGHTS IN CONNECTION WITH