OF A THIRD PARTY, OTHER THAN USING ITS COMMERCIALLY
REASONABLE EFFORTS, TO OBTAIN CONSENTS FROM THIRD PARTIES WITH RESPECT TO ITS
COMPLIANCE WITH THIS SECTION 9.12.
9.13.
OWNERSHIP OF SUBSIDIARIES; ETC.
EXCEPT AS OTHERWISE PERMITTED BY
SECTION 10.05(III) OR (X) OR PURSUANT TO A PERMITTED ACQUISITION CONSUMMATED IN
ACCORDANCE WITH THE TERMS HEREOF, THE BORROWER WILL, AND WILL CAUSE EACH OF ITS
SUBSIDIARIES TO, OWN 100% OF THE EQUITY INTERESTS OF EACH OF THEIR SUBSIDIARIES
(OTHER THAN (X) EQUITY INTERESTS IN STAYFRIENDS GMBH SUBJECT TO OPTIONS ISSUED
TO T-ONLINE INTERNATIONAL AG, (Y) DIRECTORS' QUALIFYING SHARES TO THE EXTENT
REQUIRED BY APPLICABLE LAW OR (Z) EQUITY INTERESTS OF A FOREIGN SUBSIDIARY OF
THE BORROWER, TO THE EXTENT OWNERSHIP OF A LESSER PERCENTAGE OF THE EQUITY
INTERESTS OF SUCH FOREIGN SUBSIDIARY IS REQUIRED TO COMPLY WITH APPLICABLE LAW).
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9.14.
SHARE REPURCHASE.
(A)
WITHIN 3 BUSINESS DAYS FOLLOWING THE
BORROWING DATE (OR SUCH LONGER PERIOD FOLLOWING THE BORROWING DATE AS SHALL BE
ACCEPTABLE TO THE ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION), THE BORROWER
SHALL HAVE (I) UTILIZED THE PROCEEDS FROM THE TERM LOANS DEPOSITED IN THE TENDER
OFFER ACCOUNT TO PURCHASE ALL BORROWER COMMON STOCK TENDERED, AND NOT
THERETOFORE WITHDRAWN, PURSUANT TO THE TENDER OFFER (OR SUCH LESSER AMOUNT OF
SHARES AS IS SPECIFIED BY THE TENDER OFFER DOCUMENTS) IN ACCORDANCE WITH THE
RELEVANT REQUIREMENTS OF THE TENDER OFFER DOCUMENTS AND ALL APPLICABLE LAW AND
(II) IMMEDIATELY FOLLOWING SUCH PURCHASE, RETIRED ALL OF THE SHARES OF BORROWER
COMMON STOCK SO REPURCHASED (THE TRANSACTIONS DESCRIBED IN PRECEDING CLAUSES (I)
AND (II), COLLECTIVELY, THE "SHARE REPURCHASE").
(X) ON THE EXPIRATION DATE (AS
DEFINED IN THE TENDER OFFER DOCUMENTS), ALL CONDITIONS PRECEDENT TO THE
CONSUMMATION OF THE SHARE REPURCHASE AS SET FORTH IN THE TENDER OFFER DOCUMENTS
SHALL HAVE BEEN SATISFIED OR WAIVED AND (Y) ON THE DATE OF THE CONSUMMATION OF
THE SHARE REPURCHASE, ALL CONSENTS AND APPROVALS OF, AND FILINGS AND
REGISTRATIONS WITH, AND ALL OTHER ACTIONS IN RESPECT OF, ALL GOVERNMENTAL
AGENCIES, AUTHORITIES OR INSTRUMENTALITIES REQUIRED IN ORDER TO MAKE OR
CONSUMMATE THE SHARE REPURCHASE IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE
TERMS OF THE TENDER OFFER DOCUMENTS AND ALL APPLICABLE LAWS HAVE BEEN OBTAINED,
GIVEN, FILED OR TAKEN AND ARE IN FULL FORCE AND EFFECT (OR EFFECTIVE JUDICIAL
RELIEF WITH RESPECT THERETO HAS BEEN OBTAINED).
(b) Within 5 Business Days following the Borrowing Date (or such longer period
following the Borrowing Date as shall be acceptable to the Administration Agent
in its sole discretion), the Borrower shall have repaid outstanding Term Loans,
to the extent required by Section 5.02(j).
9.15.
INTEREST RATE PROTECTION.
NO LATER THAN 90 DAYS FOLLOWING THE
BORROWING DATE, THE BORROWER WILL ENTER INTO (AND THEREAFTER MAINTAIN) AN
INTEREST RATE PROTECTION AGREEMENT MUTUALLY ACCEPTABLE TO THE BORROWER AND THE
ADMINISTRATIVE AGENT, HAVING A TERM OF AT LEAST TWO YEARS, FOR AN AGGREGATE
NOTIONAL PRINCIPAL AMOUNT EQUAL TO AT LEAST 33-1⁄3% OF THE AGGREGATE PRINCIPAL
AMOUNT OF THE TERM LOANS OUTSTANDING ON THE DATE SUCH INTEREST RATE