OR FOR THE BENEFIT OF ANY OF THE
FOREGOING OR OTHER PERSONS PURSUANT TO THE LAWS OF DESCENT AND DISTRIBUTION, OR
(II) IS A LEGATEE, EXECUTOR OR OTHER FIDUCIARY PURSUANT TO A LAST WILL AND
TESTAMENT OF THE HOLDER OR PURSUANT TO THE TERMS OF ANY TRUST WHICH TAKE EFFECT
UPON THE DEATH OF THE HOLDER.
FURTHERMORE, ANY HOLDER MAY ASSIGN ITS RIGHTS IN
THIS AGREEMENT WITHOUT THE COMPANY'S PRIOR WRITTEN CONSENT TO ANY PARTY;
PROVIDED THAT SUCH ASSIGNMENT OCCURS IN CONNECTION WITH THE TRANSFER OF ALL, BUT
NOT LESS THAN ALL, OF SUCH HOLDER'S REGISTRABLE SECURITIES IN A SINGLE
TRANSACTION (TO THE EXTENT SUCH TRANSFER IS OTHERWISE PERMISSIBLE).
ANY
ASSIGNMENT SHALL BE CONDITIONED UPON PRIOR WRITTEN NOTICE TO THE COMPANY OR
IDENTIFYING THE NAME AND ADDRESS OF SUCH ASSIGNEE AND ANY OTHER MATERIAL
INFORMATION AS TO THE IDENTITY OF SUCH ASSIGNEE AS MAY BE REASONABLY REQUESTED,
AND SCHEDULE A HERETO SHALL BE UPDATED TO REFLECT SUCH ASSIGNMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 4.5, ANY
HOLDER MAY ELECT TO TRANSFER ALL OR A PORTION OF ITS REGISTRABLE SECURITIES TO
ANY THIRD PARTY (TO THE EXTENT SUCH TRANSFER IS OTHERWISE PERMISSIBLE) WITHOUT
ASSIGNING ITS RIGHTS HEREUNDER WITH RESPECT THERETO, PROVIDED THAT IN ANY SUCH
EVENT ALL RIGHTS UNDER THIS AGREEMENT WITH RESPECT TO THE REGISTRABLE SECURITIES
SO TRANSFERRED SHALL CEASE AND TERMINATE.
THIS AGREEMENT MAY NOT BE ASSIGNED BY
THE COMPANY, WITHOUT THE PRIOR WRITTEN CONSENT OF THE SPONSORS HOLDING A
MAJORITY OF THE REGISTRABLE SECURITIES HELD BY ALL SPONSORS.
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4.6.
LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS.
FROM AND AFTER THE
EFFECTIVE DATE OF THE FIRST REGISTRATION STATEMENT FILED BY THE COMPANY FOR THE
OFFERING OF ITS SECURITIES TO THE GENERAL PUBLIC, THE COMPANY MAY, WITHOUT THE
PRIOR WRITTEN CONSENT OF THE HOLDERS, ENTER INTO ANY AGREEMENT WITH ANY HOLDER
OR PROSPECTIVE HOLDER OF ANY SECURITIES OF THE COMPANY WHICH PROVIDES SUCH
HOLDER OR PROSPECTIVE HOLDER OF SECURITIES OF THE COMPANY COMPARABLE, BUT NOT
MORE FAVORABLE OR CONFLICTING, INFORMATION AND REGISTRATION RIGHTS GRANTED TO
THE HOLDERS HEREBY.
4.7.
GOLDMAN, SACHS & CO. AND AFFILIATES.
NOTWITHSTANDING ANYTHING IN
THIS AGREEMENT, NONE OF THE PROVISIONS OF THIS AGREEMENT SHALL IN ANY WAY LIMIT
GOLDMAN, SACHS & CO. OR ANY OF ITS AFFILIATES (OTHER THAN ANY GSCP ENTITY AS
EXPRESSLY SET FORTH IN THIS AGREEMENT) FROM ENGAGING IN ANY BROKERAGE,
INVESTMENT ADVISORY, FINANCIAL ADVISORY, ANTI-RAID ADVISORY, PRINCIPALING,
MERGER ADVISORY, FINANCING, ASSET MANAGEMENT, TRADING, MARKET MAKING, ARBITRAGE,
INVESTMENT ACTIVITY AND OTHER SIMILAR ACTIVITIES CONDUCTED IN THE ORDINARY
COURSE OF THEIR BUSINESS.
4.8.
ENTIRE AGREEMENT.
THIS AGREEMENT, THE STOCKHOLDERS AGREEMENT AND
THE OTHER AGREEMENTS REFERENCED HEREIN AND THEREIN CONSTITUTE THE ENTIRE
AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF,
AND SUPERSEDE ANY PRIOR AGREEMENT OR UNDERSTANDING AMONG THEM WITH RESPECT TO
THE MATTERS REFERRED TO HEREIN.
4.9.
GOVERNING LAW; WAIVER OF JURY TRIAL; JURISDICTION.
(A)
GOVERNING LAW.
THIS AGREEMENT IS GOVERNED BY AND WILL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,