Replacement Event occurs
and is continuing with respect to any Lender, the Borrower may designate a
Replacement Lender to assume such Lender's Revolving Loan Commitment hereunder,
to purchase the Loans and participations of such Lender and such Lender's rights
hereunder, without recourse to or representation or warranty by, or expense to,
such Lender for a purchase price equal to the outstanding principal amount of
the Loans payable to such Lender plus any accrued but unpaid interest on such
Loans and accrued but unpaid fees owing to such Lender, and upon such
assumption, purchase and substitution, and subject to the execution and delivery
to the Administrative Agent by the Replacement Lender of documentation
satisfactory to the Administrative Agent (pursuant to which such Replacement
Lender shall assume the obligations of such original Lender under this
Agreement), the Replacement Lender shall succeed to the rights and obligations
of such Lender hereunder and such Lender shall no longer be a party hereto or
have any rights hereunder, provided that the obligations of the Borrower to such
Lender under Section 13.05 hereof with respect to events occurring or
obligations arising before such replacement shall survive such replacement.
13.04
Expenses.
(A)
GENERALLY.
THE BORROWER AGREES UPON DEMAND TO PAY, OR REIMBURSE
THE ADMINISTRATIVE AGENT FOR, ALL OF THE ADMINISTRATIVE AGENT'S REASONABLE
AUDIT, LEGAL, APPRAISAL, VALUATION, FILING, DOCUMENT DUPLICATION AND
REPRODUCTION AND INVESTIGATION EXPENSES AND FOR ALL OTHER REASONABLE
OUT-OF-POCKET COSTS AND EXPENSES OF EVERY TYPE AND NATURE (INCLUDING, WITHOUT
LIMITATION, THE REASONABLE FEES, EXPENSES AND DISBURSEMENTS OF A SINGLE LEGAL
COUNSEL (AND LOCAL COUNSEL, IF ANY), AUDITORS, ACCOUNTANTS, APPRAISERS,
PRINTERS, INSURANCE AND ENVIRONMENTAL ADVISERS, AND OTHER CONSULTANTS AND
AGENTS) INCURRED BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH (I) THE
PREPARATION, NEGOTIATION, AND EXECUTION OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS; (II) THE INTERPRETATION OF THIS AGREEMENT (INCLUDING, WITHOUT
LIMITATION, THE SATISFACTION OR ATTEMPTED SATISFACTION OF ANY OF THE CONDITIONS
SET FORTH IN ARTICLE V), THE OTHER LOAN DOCUMENTS AND THE MAKING OF THE LOANS
HEREUNDER; (III) THE ONGOING ADMINISTRATION OF THIS AGREEMENT AND THE LOANS,
INCLUDING CONSULTATION WITH ATTORNEYS IN CONNECTION THEREWITH AND WITH RESPECT
TO THE ADMINISTRATIVE AGENT'S RIGHTS AND RESPONSIBILITIES UNDER THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS AND THE ADMINISTRATIVE AGENT'S PERIODIC AUDITS OF
THE BORROWER AND THE OTHER LOAN PARTIES TO THE EXTENT PROVIDED HEREIN; (IV) THE
PROTECTION, COLLECTION OR ENFORCEMENT OF ANY OF THE OBLIGATIONS OR THE
ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS; (V) THE
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COMMENCEMENT, DEFENSE OR INTERVENTION IN ANY COURT PROCEEDING RELATING IN ANY
WAY TO THE OBLIGATIONS, THE ASSETS OF ANY LOAN PARTY, ANY LOAN PARTY, THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; (VI) THE RESPONSE TO, AND
PREPARATION FOR, ANY SUBPOENA OR REQUEST FOR DOCUMENT PRODUCTION WITH WHICH THE
ADMINISTRATIVE AGENT IS SERVED OR DEPOSITION OR OTHER PROCEEDING IN WHICH THE
ADMINISTRATIVE AGENT IS CALLED TO TESTIFY, IN EACH CASE, RELATING IN ANY WAY TO
THE OBLIGATIONS, THE ASSETS OF ANY LOAN PARTY, ANY LOAN PARTY, THIS AGREEMENT OR
ANY OF