THE TERM LOAN LENDERS) OR THE TERM LOAN LENDERS (BUT NOT THE REVOLVING
LENDERS) MAY BE EFFECTED BY AN AGREEMENT OR AGREEMENTS IN WRITING ENTERED INTO
BY THE BORROWER AND THE REQUISITE PERCENTAGE IN 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.
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, THE ISSUING BANKS 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.
IN CONNECTION WITH ANY PROPOSED AMENDMENT,
MODIFICATION, WAIVER OR TERMINATION (A "PROPOSED CHANGE") REQUIRING THE CONSENT
OF ALL AFFECTED LENDERS, IF THE CONSENT OF THE REQUIRED LENDERS TO SUCH PROPOSED
CHANGE IS OBTAINED, BUT THE CONSENT TO SUCH PROPOSED CHANGE OF OTHER LENDERS
WHOSE CONSENT IS REQUIRED IS NOT OBTAINED (ANY SUCH LENDER WHOSE CONSENT IS NOT
OBTAINED AS DESCRIBED IN THIS SECTION 9.02(B) BEING REFERRED TO AS A
"NON-CONSENTING LENDER"), THEN, SO LONG AS THE
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LENDER THAT IS ACTING AS THE ADMINISTRATIVE AGENT IS NOT A NON-CONSENTING
LENDER, AT THE BORROWER'S REQUEST, ANY ASSIGNEE THAT IS ACCEPTABLE TO THE
ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT, WITH THE ADMINISTRATIVE AGENT'S
CONSENT, TO PURCHASE FROM SUCH NON-CONSENTING LENDER, AND SUCH NON-CONSENTING
LENDER AGREES THAT IT SHALL, UPON THE BORROWER'S REQUEST, SELL AND ASSIGN TO
SUCH ASSIGNEE, AT NO EXPENSE TO SUCH NON-CONSENTING LENDER (INCLUDING ANY
PROCESSING AND RECORDATION FEE AS MAY BE APPLICABLE PURSUANT TO
SECTION 9.04(B)(II)(C)), ALL OF THE COMMITMENTS, TERM LOANS AND REVOLVING
EXPOSURE OF SUCH NON-CONSENTING LENDER FOR AN AMOUNT EQUAL TO THE PRINCIPAL
BALANCE OF ALL TERM LOANS AND REVOLVING LOANS (AND FUNDED PARTICIPATIONS IN
SWINGLINE LOANS AND UNREIMBURSED LC DISBURSEMENTS) HELD BY SUCH NON-CONSENTING
LENDER AND ALL ACCRUED INTEREST AND FEES WITH RESPECT THERETO THROUGH THE DATE
OF SALE, SUCH PURCHASE AND SALE TO BE CONSUMMATED PURSUANT TO AN EXECUTED
ASSIGNMENT AND ASSUMPTION IN ACCORDANCE WITH SECTION 9.04(B).
SECTION 9.03.
Expenses; Indemnity; Damage Waiver.
(a)
The Borrower shall pay
(i) all reasonable out-of-pocket expenses incurred by the Agents and their
respective Affiliates (including expenses incurred in connection with due
diligence), including the reasonable fees, charges and disbursements of counsel
for 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