SECTION 9.04(I) MAY NOT BE AMENDED, WAIVED OR OTHERWISE MODIFIED WITHOUT
THE CONSENT OF EACH GRANTING LENDER ALL OR ANY PART OF WHOSE LOANS ARE BEING
FUNDED BY AN SPC AT THE TIME OF SUCH AMENDMENT, WAIVER OR OTHER MODIFICATION.
(C)
NOTWITHSTANDING THE FOREGOING, IN ADDITION TO ANY CREDIT
EXTENSIONS AND RELATED INCREMENTAL AMENDMENTS EFFECTUATED WITHOUT THE CONSENT OF
LENDERS IN ACCORDANCE WITH SECTION 2.24, THIS AGREEMENT (INCLUDING THIS SECTION
9.08 AND SECTION 2.17) MAY BE AMENDED (OR AMENDED AND RESTATED) WITH THE WRITTEN
CONSENT OF THE REQUIRED LENDERS, THE ADMINISTRATIVE AGENT AND THE BORROWER (I)
TO ADD ONE OR MORE ADDITIONAL CREDIT FACILITIES TO THIS AGREEMENT AND TO PERMIT
THE EXTENSIONS OF CREDIT FROM TIME TO TIME OUTSTANDING THEREUNDER AND THE
ACCRUED INTEREST AND FEES IN RESPECT THEREOF TO SHARE RATABLY IN THE BENEFITS OF
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS WITH THE TERM LOANS AND THE
REVOLVING LOANS AND THE ACCRUED INTEREST AND FEES IN RESPECT THEREOF, (II) TO
INCLUDE APPROPRIATELY THE LENDERS HOLDING SUCH CREDIT FACILITIES IN ANY
DETERMINATION OF THE REQUIRED LENDERS, THE REQUIRED REVOLVING LENDERS, THE
REQUIRED CLASS LENDERS AND OTHER DEFINITIONS RELATED TO SUCH NEW CREDIT
FACILITIES AND (III) TO PROVIDE CLASS PROTECTION FOR ANY ADDITIONAL CREDIT
FACILITIES IN A MANNER CONSISTENT WITH THOSE PROVIDED HEREIN FOR THE CLASSES OF
LENDERS CONTEMPLATED BY THIS AGREEMENT AS IN EFFECT ON THE CLOSING DATE.
(D)
NOTWITHSTANDING THE FOREGOING, IN ADDITION, THIS AGREEMENT MAY BE
AMENDED WITH THE WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, HOLDINGS, THE
BORROWER AND THE LENDERS PROVIDING THE RELEVANT REPLACEMENT TERM LOANS (AS
DEFINED BELOW) TO PERMIT THE REFINANCING IN WHOLE, BUT NOT IN PART, OF ANY CLASS
OF OUTSTANDING TERM LOANS OR ANY THEN OUTSTANDING CLASS OF REPLACEMENT TERM
LOANS ("REFINANCED TERM LOANS") WITH A REPLACEMENT TERM LOAN TRANCHE HEREUNDER
("REPLACEMENT TERM LOANS"), PROVIDED THAT (I) THE AGGREGATE PRINCIPAL AMOUNT OF
SUCH REPLACEMENT TERM LOANS SHALL NOT EXCEED THE AGGREGATE PRINCIPAL AMOUNT OF
SUCH REFINANCED TERM LOANS, (II) THE APPLICABLE PERCENTAGE FOR SUCH REPLACEMENT
TERM LOANS SHALL NOT BE HIGHER THAN THE APPLICABLE PERCENTAGE FOR SUCH
REFINANCED TERM LOANS, (III) THE WEIGHTED AVERAGE LIFE TO MATURITY OF SUCH
REPLACEMENT TERM LOANS SHALL NOT BE SHORTER THAN THE WEIGHTED AVERAGE LIFE TO
MATURITY OF SUCH REFINANCED TERM LOANS AT THE TIME OF SUCH REFINANCING (WITHOUT
GIVING EFFECT TO ANNUAL AMORTIZATION ON ANY REFINANCED TERM LOAN FACILITY NOT IN
EXCESS OF 1% OF THE PRINCIPAL AMOUNT THEREOF) AND (IV) ALL OTHER TERMS
APPLICABLE TO SUCH REPLACEMENT TERM LOANS SHALL BE SUBSTANTIALLY IDENTICAL TO,
OR LESS FAVORABLE TO THE LENDERS PROVIDING SUCH REPLACEMENT TERM LOANS THAN,
THOSE APPLICABLE TO SUCH REFINANCED TERM LOANS, EXCEPT TO THE EXTENT NECESSARY
TO PROVIDE FOR COVENANTS AND OTHER TERMS APPLICABLE TO ANY PERIOD AFTER THE
LATEST FINAL MATURITY OF THE TERM LOANS IN EFFECT IMMEDIATELY PRIOR TO SUCH
REFINANCING;
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PROVIDED, FURTHER THAT TO THE EXTENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN
THIS SECTION 9.08(D) AND SECTION 2.24, SECTION 2.24 SHALL CONTROL IN ALL
RESPECTS.
(E)
NOTWITHSTANDING