BANK;
(XV)
CHANGE OR WAIVE ANY PROVISION HEREOF RELATING TO SWINGLINE LOANS
(INCLUDING THE DEFINITION OF "SWINGLINE COMMITMENT"), WITHOUT THE WRITTEN
CONSENT OF THE SWINGLINE LENDER;
(XVI)
EXPRESSLY CHANGE OR WAIVE ANY CONDITION PRECEDENT IN SECTION 4.02 TO ANY
REVOLVING BORROWING WITHOUT THE WRITTEN CONSENT OF THE REQUIRED REVOLVING
LENDERS; OR
(XVII) EXPRESSLY CHANGE OR WAIVE ANY CONDITION PRECEDENT IN SECTION 4.02 TO ANY
DELAYED DRAW TRANCHE B LOAN WITHOUT THE WRITTEN CONSENT OF THE REQUIRED DELAYED
DRAW TRANCHE B LENDERS.
(C)
COLLATERAL. WITHOUT THE CONSENT OF ANY OTHER PERSON, THE
APPLICABLE LOAN PARTY OR PARTIES AND THE ADMINISTRATIVE AGENT AND/OR COLLATERAL
AGENT MAY (IN ITS OR THEIR RESPECTIVE SOLE DISCRETION, OR SHALL, TO THE EXTENT
REQUIRED BY ANY LOAN DOCUMENT) ENTER INTO ANY AMENDMENT OR WAIVER OF ANY LOAN
DOCUMENT, OR ENTER INTO ANY NEW AGREEMENT OR INSTRUMENT, TO EFFECT THE GRANTING,
PERFECTION, PROTECTION, EXPANSION OR ENHANCEMENT OF ANY SECURITY INTEREST IN ANY
COLLATERAL OR ADDITIONAL PROPERTY TO BECOME COLLATERAL FOR THE BENEFIT OF THE
SECURED PARTIES, OR AS REQUIRED BY LOCAL LAW TO GIVE EFFECT TO OR PROTECT ANY
SECURITY INTEREST FOR THE BENEFIT OF THE SECURED PARTIES IN ANY PROPERTY OR SO
THAT THE SECURITY INTERESTS THEREIN COMPLY WITH APPLICABLE REQUIREMENTS OF LAW.
(D)
DISSENTING LENDERS. IF, IN CONNECTION WITH ANY PROPOSED CHANGE,
WAIVER, DISCHARGE OR TERMINATION OF THE PROVISIONS OF THIS AGREEMENT AS
CONTEMPLATED BY SECTION 10.02(B), THE CONSENT OF THE REQUIRED LENDERS IS
OBTAINED BUT THE CONSENT OF ONE OR MORE OF SUCH OTHER LENDERS WHOSE CONSENT IS
REQUIRED IS NOT OBTAINED, THEN BORROWER SHALL HAVE THE RIGHT TO REPLACE ALL, BUT
NOT LESS THAN ALL, OF SUCH NON-CONSENTING LENDER OR LENDERS (SO LONG AS ALL
NON-CONSENTING LENDERS 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. EACH LENDER
AGREES THAT, IF BORROWER ELECTS TO REPLACE SUCH LENDER IN ACCORDANCE WITH THIS
SECTION, IT SHALL PROMPTLY EXECUTE AND DELIVER TO THE ADMINISTRA-
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TIVE AGENT AN ASSIGNMENT AND ASSUMPTION TO EVIDENCE SUCH SALE AND PURCHASE AND
SHALL DELIVER TO THE ADMINISTRATIVE AGENT ANY NOTE (IF NOTES HAVE BEEN ISSUED IN
RESPECT OF SUCH LENDER'S LOANS) SUBJECT TO SUCH ASSIGNMENT AND ASSUMPTION;
PROVIDED THAT THE FAILURE OF ANY SUCH NON-CONSENTING LENDER TO EXECUTE AN
ASSIGNMENT AND ASSUMPTION SHALL NOT RENDER SUCH SALE AND PURCHASE (AND THE
CORRESPONDING ASSIGNMENT) INVALID AND SUCH ASSIGNMENT SHALL BE RECORDED IN THE
REGISTER.
(E)
REFINANCED TRANCHE B LOANS. IN ADDITION, NOTWITHSTANDING THE
FOREGOING, THIS AGREEMENT MAY BE AMENDED WITH THE WRITTEN CONSENT OF THE
ADMINISTRATIVE AGENT, BORROWER AND THE LENDERS PROVIDING THE RELEVANT
REPLACEMENT TERM LOANS (AS DEFINED BELOW) TO PERMIT THE REFINANCING OF ALL
OUTSTANDING TRANCHE B LOANS ("REFINANCED TERM LOANS") WITH A REPLACEMENT "B"
TERM LOAN TRANCHE HEREUNDER WHICH SHALL CONSTITUTE TRANCHE B LOANS HEREUNDER
("REPLACEMENT TERM LOANS"); PROVIDED THAT (A) THE AGGREGATE PRINCIPAL AMOUNT OF
REPLACEMENT TERM LOANS SHALL NOT EXCEED THE