OR ASSETS IN
RESPECT OF WHICH THE SECURITY INTEREST OF THE LENDERS THEREUNDER HAS PRIORITY
OVER THE SECURITY INTEREST OF THE AGENT, FOR THE BENEFIT OF THE SECURED PARTIES,
IN SUCH PROPERTY OR ASSETS, PURSUANT TO THE INTERCREDITOR AGREEMENT OR ANOTHER
INTERCREDITOR AGREEMENT IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
AGENT THAT IS NO LESS FAVORABLE TO THE SECURED PARTIES THAN THE INTERCREDITOR
AGREEMENT;
(VIII)
MANDATORY PREPAYMENTS OF INDEBTEDNESS UNDER SECTION 2.09 OF
THE SENIOR SECURED TERM FACILITY CREDIT AGREEMENT (OR ANY SUCCESSOR SECTION
THEREOF, OR UNDER ANY COMPARABLE PROVISION IN ANY INSTRUMENT GOVERNING ANY TERM
LOAN PARI PASSU OBLIGATIONS OR ANY EXTENSION, RENEWAL OR REPLACEMENT THEREOF OR
OF THE SENIOR SECURED TERM LOAN FACILITY, IN EACH CASE PERMITTED UNDER
SECTION 6.01(G), PURSUANT TO WHICH MANDATORY PREPAYMENTS OF INDEBTEDNESS
THEREUNDER DETERMINED BY REFERENCE TO EXCESS CASH FLOW (AS DEFINED IN THE SENIOR
SECURED TERM FACILITY CREDIT AGREEMENT OR AS DEFINED SUBSTANTIALLY SIMILARLY IN
ALL MATERIAL RESPECTS IN ANY SUCH OTHER INSTRUMENT) ARE REQUIRED TO BE MADE), IN
AMOUNTS REQUIRED UNDER, AND IN ACCORDANCE WITH, THE SENIOR SECURED TERM FACILITY
CREDIT AGREEMENT OR SUCH OTHER INSTRUMENT (IN THE CASE OF ANY SUCH OTHER
INSTRUMENT, IN AMOUNTS NO GREATER IN ANY MATERIAL RESPECT THAN THOSE REQUIRED
UNDER THE SENIOR SECURED TERM FACILITY CREDIT AGREEMENT);
(IX)
OTHER RESTRICTED DEBT PAYMENTS, PROVIDED THAT EACH OF
THE PAYMENT CONDITIONS IS SATISFIED (IT BEING UNDERSTOOD AND AGREED THAT, IF AN
IRREVOCABLE NOTICE OR CONTRACTUAL OBLIGATION IS GIVEN IN, MADE OR ARISES IN
RESPECT OF ANY RESTRICTED DEBT PAYMENT, THE FOREGOING CONDITIONS ONLY NEED TO BE
SATISFIED AT THE TIME OF THE GIVING OF SUCH IRREVOCABLE NOTICE OR ENTERING INTO
(OR EFFECTIVENESS OF) ANY SUCH CONTRACTUAL OBLIGATION);
(X)
OTHER RESTRICTED DEBT PAYMENTS WHICH, TOGETHER WITH
ANY INVESTMENTS, LOANS OR ADVANCES MADE PURSUANT TO SECTION 6.04(W) AND
RESTRICTED PAYMENTS MADE PURSUANT TO SECTION 6.08(A)(XII), DO NOT EXCEED
$30,000,000 IN THE AGGREGATE; PROVIDED THAT, AT THE TIME SUCH RESTRICTED DEBT
PAYMENTS ARE MADE AND AFTER GIVING EFFECT THERETO, NO LIQUIDITY EVENT OR EVENT
OF DEFAULT EXISTS OR HAS OCCURRED AND IS CONTINUING;
113
(XI)
RESTRICTED DEBT PAYMENTS IN RESPECT OF INCREMENTAL
TERM LOANS, PROVIDED THAT, AT THE TIME SUCH RESTRICTED DEBT PAYMENTS ARE MADE
AND AFTER GIVING EFFECT THERETO, (A) THE TERM LOAN PREPAYMENT CONDITIONS ARE
SATISFIED, OR (B) SUCH RESTRICTED DEBT PAYMENTS ARE PERMITTED UNDER CLAUSE
(IX) OR (X) OF THIS SECTION 6.08(B); AND
(XII)
RESTRICTED DEBT PAYMENTS CONSISTING OF THE REPURCHASE
OF EXISTING NOTES IN EXCHANGE FOR, OR WITH THE PROCEEDS OF, (A) INCREMENTAL TERM
LOANS OR (B) OTHER INDEBTEDNESS OF ANY LOAN PARTY INCURRED PURSUANT TO
SECTION 6.01(K)(II), 6.01(L) OR 6.01(W) SUBSTANTIALLY SIMULTANEOUSLY WITH SUCH
REPURCHASE OR EXCHANGE.
SECTION 6.09.
Transactions with
Affiliates.
No Loan Party will, nor will it permit any Subsidiary to, sell,
lease or otherwise transfer any property or assets to, or purchase, lease or
otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (a) transactions that (i) are
in