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FOR PREPAYMENT, AND A STATEMENT THAT SUCH LENDER IS WITHDRAWING ITS ELECTION TO
HAVE SUCH LOANS PREPAID; AND
(6)
THE OTHER INSTRUCTIONS, AS DETERMINED BY
THE BORROWER, CONSISTENT WITH THIS SECTION 9.12, THAT A LENDER MUST FOLLOW.
The notice, if mailed in a manner herein provided, shall be conclusively
presumed to have been given, whether or not the Lender receives such notice.
If
(a) the notice is mailed in a manner herein provided and (b) any Lender fails to
receive such notice or a Lender receives such notice but it is defective, such
Lender's failure to receive such notice or such defect shall not affect the
validity of the proceedings for the purchase of the Loans as to all other
Lenders that properly received such notice without defect.
(B)
ON THE CHANGE OF CONTROL PREPAYMENT DATE,
THE BORROWER SHALL, TO THE EXTENT PERMITTED BY LAW,
(I)
PREPAY ALL LOANS, OR PORTIONS THEREOF,
ACCEPTED FOR PREPAYMENT IN ACCORDANCE WITH THIS SECTION 9.12, PURSUANT TO THE
CHANGE OF CONTROL OFFER;
(II)
DEPOSIT WITH THE ADMINISTRATIVE AGENT AN
AMOUNT EQUAL TO THE AGGREGATE CHANGE OF CONTROL PREPAYMENT IN RESPECT OF ALL
LOANS OR PORTIONS THEREOF SO ACCRETED FOR PREPAYMENT; AND
(III)
DELIVER, OR CAUSE TO BE DELIVERED, TO THE
ADMINISTRATIVE AGENT, AN OFFICER'S CERTIFICATE TO THE ADMINISTRATIVE AGENT
STATING THAT SUCH LOANS OR PORTIONS THEREOF HAVE BEEN PREPAID BY THE BORROWER.
(C)
THE BORROWER SHALL NOT BE REQUIRED TO MAKE
A CHANGE OF CONTROL OFFER FOLLOWING A CHANGE OF CONTROL IF A THIRD-PARTY MAKES
THE CHANGE OF CONTROL OFFER IN THE MANNER, AT THE TIMES AND OTHERWISE IN
COMPLIANCE WITH THE REQUIREMENTS SET FORTH IN THIS SECTION 9.12 APPLICABLE TO A
CHANGE OF CONTROL OFFER MADE BY THE BORROWER AND REPAYS ALL LOANS ACCEPTED FOR
PREPAYMENT PURSUANT TO SUCH CHANGE OF CONTROL OFFER.
NOTWITHSTANDING ANYTHING
TO THE CONTRARY HEREIN, A CHANGE OF CONTROL OFFER MAY BE MADE IN ADVANCE OF A
CHANGE OF CONTROL, CONDITIONAL UPON SUCH CHANGE OF CONTROL, IF A DEFINITIVE
AGREEMENT IS IN PLACE FOR THE CHANGE OF CONTROL AT THE TIME OF MAKING OF THE
CHANGE OF CONTROL OFFER.
(D)
OTHER THAN AS SPECIFICALLY PROVIDED IN THIS
SECTION 9.12, ANY PREPAYMENT PURSUANT TO THIS SECTION 9.12 SHALL BE MADE
PURSUANT TO THE PROVISIONS OF SECTIONS 5.2, 5.5 AND 5.6 HEREOF.
9.13.
Limitation on Guarantees of Indebtedness by
Restricted Subsidiaries.
The Borrower shall not permit any of its Wholly Owned
Subsidiaries that are Restricted Subsidiaries (and non-Wholly Owned Subsidiaries
if such non-Wholly Owned Subsidiaries guarantee capital markets debt securities
of the Borrower or any Guarantor), other than a Guarantor, a Foreign Subsidiary
or a Receivables Subsidiary, to guarantee the payment of any Indebtedness of the
Borrower or any other Guarantor unless:
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(1)
SUCH RESTRICTED SUBSIDIARY WITHIN 30 DAYS
EXECUTES AND DELIVERS A GUARANTEE SUBSTANTIALLY IN THE FORM OF EXHIBIT A
PROVIDING FOR A GUARANTEE BY SUCH RESTRICTED SUBSIDIARY, PROVIDED THAT:
(A)
IF THE LOANS OR SUCH GUARANTOR'S GUARANTEE
IS SUBORDINATED IN RIGHT OF PAYMENT TO SUCH