INTEREST OF THE AFFECTED
CLASS OF LENDERS THAT WOULD BE REQUIRED TO CONSENT THERETO UNDER THIS SECTION IF
SUCH CLASS OF LENDERS WERE THE ONLY CLASS OF LENDERS HEREUNDER AT THE TIME, AND
(C) ANY WAIVER, AMENDMENT OR MODIFICATION OF SECTION 6.12 OR 6.13 (OR RELATED
DEFINITIONS TO THE EXTENT APPLICABLE TO DETERMINATIONS UNDER SUCH SECTIONS) MAY
BE EFFECTED WITH THE WRITTEN CONSENT OF THE REQUIRED REVOLVING LENDERS (AND
SHALL NOT BE EFFECTIVE WITHOUT THE WRITTEN CONSENT OF THE REQUIRED REVOLVING
LENDERS).
NOTWITHSTANDING THE FOREGOING, ANY PROVISION OF THIS AGREEMENT MAY BE
AMENDED BY AN AGREEMENT IN WRITING ENTERED INTO BY HOLDINGS, THE BORROWER, THE
REQUIRED LENDERS AND THE ADMINISTRATIVE AGENT (AND, IF THEIR RIGHTS OR
OBLIGATIONS ARE AFFECTED THEREBY, EACH ISSUING BANK AND THE SWINGLINE LENDER) IF
(I) BY THE TERMS OF SUCH AGREEMENT THE COMMITMENT OF EACH LENDER NOT CONSENTING
TO THE AMENDMENT PROVIDED FOR THEREIN SHALL TERMINATE UPON THE EFFECTIVENESS OF
SUCH AMENDMENT AND (II) AT THE TIME SUCH AMENDMENT BECOMES EFFECTIVE, EACH
LENDER NOT CONSENTING THERETO RECEIVES PAYMENT IN FULL OF THE PRINCIPAL OF AND
INTEREST ACCRUED ON EACH LOAN MADE BY IT AND ALL OTHER AMOUNTS OWING TO IT OR
ACCRUED FOR ITS ACCOUNT UNDER THIS AGREEMENT.
SECTION 9.03.
EXPENSES; INDEMNITY; DAMAGE WAIVER.
(A)
THE BORROWER AGREES TO
PAY (I) ALL REASONABLE OUT-OF-POCKET EXPENSES INCURRED BY THE AGENTS AND THEIR
RESPECTIVE AFFILIATES, INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS
OF COUNSEL FOR EACH OF THE AGENTS, 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 ANY 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 EITHER AGENT, ANY ISSUING BANK OR ANY LENDER,
INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR EITHER OF THE
AGENTS, ANY ISSUING BANK OR ANY LENDER, IN CONNECTION WITH THE
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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 BORROWER AGREES TO INDEMNIFY EACH AGENT, EACH ISSUING BANK 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