AND UNPAID INTEREST (EXCEPT TO
THE EXTENT OTHERWISE SET FORTH IN THE RELEVANT OFFERING DOCUMENTS), IF ANY, ON
THE PURCHASED TERM LOANS OR OTHER TERM LOANS OF THE
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APPLICABLE CLASS OR CLASSES UP TO THE SETTLEMENT DATE OF SUCH PURCHASE AND
(Y) SUCH PURCHASES (AND THE PAYMENTS MADE BY THE BORROWER AND THE CANCELLATION
OF THE PURCHASED LOANS, IN EACH CASE IN CONNECTION THEREWITH) SHALL NOT
CONSTITUTE VOLUNTARY OR MANDATORY PAYMENTS OR PREPAYMENTS FOR PURPOSES OF
SECTION 2.12 OR SECTION 2.13 HEREOF.
(C)
THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY CONSENT TO THE PURCHASE
OFFERS AND THE OTHER TRANSACTIONS EFFECTED PURSUANT TO AND IN ACCORDANCE WITH
THE TERMS OF THIS SECTION 2.23 (PROVIDED THAT NO LENDER SHALL HAVE AN OBLIGATION
TO PARTICIPATE IN ANY SUCH PURCHASE OFFER).
FOR THE AVOIDANCE OF DOUBT, IT IS
UNDERSTOOD AND AGREED THAT THE PROVISIONS OF SECTION 2.16, SECTION 2.17 AND
SECTION 9.04 WILL NOT APPLY TO THE PURCHASES OF TERM LOANS OR OTHER TERM LOANS
PURSUANT TO PURCHASE OFFERS MADE PURSUANT TO AND IN ACCORDANCE WITH THE
PROVISIONS OF THIS SECTION 2.23. THE AUCTION MANAGER ACTING IN ITS CAPACITY AS
SUCH HEREUNDER SHALL BE ENTITLED TO THE BENEFITS OF THE PROVISIONS OF
ARTICLE VIII AND SECTION 9.05 TO THE SAME EXTENT AS IF EACH REFERENCE THEREIN TO
THE "ADMINISTRATIVE AGENT" WERE A REFERENCE TO THE AUCTION MANAGER, AND THE
ADMINISTRATIVE AGENT SHALL COOPERATE WITH THE AUCTION MANAGER AS REASONABLY
REQUESTED BY THE AUCTION MANAGER IN ORDER TO ENABLE IT TO PERFORM ITS
RESPONSIBILITIES AND DUTIES IN CONNECTION WITH EACH PURCHASE OFFER.
SECTION 2.24. PERMITTED DEBT EXCHANGES.
(A)
PURSUANT TO ONE OR MORE OFFERS
(EACH, A "PERMITTED DEBT EXCHANGE OFFER") MADE BY THE BORROWER TO LENDERS UNDER
ANY APPLICABLE CLASS OF TERM LOANS OR OTHER TERM LOANS THAT IS TO BE SO
EXCHANGED (ON THE SAME TERMS FOR EACH SUCH TERM LOAN OR EXTENDED TERM LOAN OF A
GIVEN CLASS), THE BORROWER MAY FROM TIME TO TIME FOLLOWING THE FUNDING DATE
CONSUMMATE ONE OR MORE EXCHANGES OF TERM LOANS OR OTHER TERM LOANS FOR PERMITTED
NOTES (EACH, A "PERMITTED DEBT EXCHANGE"), SO LONG AS THE FOLLOWING CONDITIONS
ARE SATISFIED:
(I) NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING AT THE
TIME THE OFFERING DOCUMENT IN RESPECT OF A PERMITTED DEBT EXCHANGE OFFER IS
DELIVERED TO THE LENDERS OF THE RELEVANT CLASS OR AT THE TIME OF CONSUMMATION OF
SUCH PERMITTED DEBT EXCHANGE;
(II) EXCEPT AS PROHIBITED BY APPLICABLE SECURITIES LAWS, INCLUDING IN THE CASE
OF A PERMITTED DEBT EXCHANGE EFFECTED AS AN OFFERING UNDER RULE 144A UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, RESTRICTIONS ON THE PERSONS THAT CAN BE
OFFEREES IN CONNECTION THEREWITH, EACH PERMITTED DEBT EXCHANGE OFFER SHALL BE
MADE ON THE SAME TERMS TO ALL LENDERS OF THE RELEVANT CLASS OF TERM LOANS OR
OTHER TERM LOANS SUBJECT TO SUCH PERMITTED DEBT EXCHANGE OFFER;
(III) THE AGGREGATE PRINCIPAL AMOUNT (CALCULATED ON THE FACE AMOUNT THEREOF) OF
ALL TERM LOANS OR OTHER TERM LOANS EXCHANGED BY