Lenders elect to participate in the Offer on a pro rata basis in accordance
with their respective principal amounts then due and owing, such prepayments
shall be applied first to Base Rate Loans to the full extent thereof before
application to LIBOR Loans.
B.
Investor and Affiliate Term Loan Purchases.
Notwithstanding
anything to the contrary in the definition of Eligible Assignee or in
Section 10.1, any Investor or Affiliate of an Investor (other than Company or
any Subsidiary or Unrestricted Subsidiary of Company) may be an assignee in
respect of Term Loans (and to such extent shall constitute an "Eligible
Assignee"); provided that:
(I)
AT THE TIME OF (AND AFTER GIVING EFFECT TO) ANY ASSIGNMENT THE
AGGREGATE PRINCIPAL AMOUNT OF TERM LOANS HELD BY INVESTORS AND AFFILIATES
THEREOF AT SUCH TIME SHALL NOT EXCEED 30% OF THE AGGREGATE OUTSTANDING PRINCIPAL
AMOUNT OF THE TERM LOANS;
(II)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE DEFINITION OF
"REQUISITE LENDERS", OR IN SECTION 10.6, THE INVESTOR OR AFFILIATE OF AN
INVESTOR HOLDING ANY TERM LOANS ACQUIRED PURSUANT TO THIS SECTION 2.13B SHALL
NOT BE ENTITLED TO VOTE SUCH TERM LOANS HELD BY SUCH INVESTOR OR AFFILIATE IN
ANY VOTE PURSUANT TO THE TERMS OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND
FOR PURPOSES OF ANY SUCH VOTE SUCH TERM LOANS SHALL BE DEEMED NOT TO BE
OUTSTANDING; PROVIDED THAT (I) NO AMENDMENT, MODIFICATION, WAIVER, CONSENT OR
OTHER ACTION WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL
DEPRIVE SUCH INVESTOR
OR AFFILIATE OF ITS PRO RATA SHARE OF ANY PAYMENTS TO
WHICH SUCH INVESTOR OR AFFILIATE IS ENTITLED UNDER THE LOAN DOCUMENTS WITHOUT
SUCH INVESTOR'S OR AFFILIATE'S PRIOR WRITTEN CONSENT AND (II) SUCH INVESTOR OR
AFFILIATE SHALL HAVE THE RIGHT TO APPROVE ANY AMENDMENT, MODIFICATION, WAIVER,
OR CONSENT OF THE TYPE REFERRED TO IN SECTION 10.6A(I), (II), (III) OR (IV) (IN
THE CASE OF CLAUSE 10.6A(I) TO THE EXTENT THAT SUCH INVESTOR OR AFFILIATE IS
DIRECTLY AFFECTED THEREBY);
(III)
INVESTORS AND AFFILIATES THEREOF SHALL NOT BE ENTITLED TO
EXERCISE ANY RIGHT PURSUANT TO SECTION 2.4B(IV)(C) HEREOF IF SUCH EXERCISE WOULD
RESULT IN THE INVESTORS AND AFFILIATES THEREOF HOLDING IN AGGREGATE MORE THAN
30% OF THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF THE TERM LOANS;
(IV)
INVESTORS AND AFFILIATES THEREOF SHALL BE PROHIBITED FROM BEING
APPOINTED AS, OR SUCCEEDING TO THE RIGHTS AND DUTIES OF, ADMINISTRATIVE AGENT OR
COLLATERAL AGENT UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND
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(V)
BY ACQUIRING A TERM LOAN HEREUNDER, EACH INVESTOR AND AFFILIATE
THEREOF SHALL BE DEEMED TO HAVE (I) WAIVED ITS RIGHT TO RECEIVE INFORMATION
PREPARED BY ADMINISTRATIVE AGENT OR ANY LENDER (OR ANY ADVISOR, AGENT OR COUNSEL
THEREOF) UNDER OR IN CONNECTION WITH THE LOAN DOCUMENTS (IN EACH CASE TO THE
EXTENT NOT PROVIDED TO COMPANY) AND ATTEND ANY MEETING OR CONFERENCE CALL WITH
ADMINISTRATIVE AGENT OR ANY LENDER (EXCEPT TO THE EXTENT ATTENDED BY COMPANY),
AND (II) AGREED THAT IT IS PROHIBITED FROM MAKING OR BRINGING ANY CLAIM, SOLELY
IN