(C)
UNSECURED INDEBTEDNESS OF A BORROWER OR GUARANTOR ARISING AFTER
THE DATE HEREOF TO ANY THIRD PERSON; PROVIDED, THAT, (I) BORROWERS HAVE EXCESS
AVAILABILITY PLUS QUALIFIED CASH OF AT LEAST THE SPECIFIED EXCESS AVAILABILITY
AMOUNT AFTER GIVING EFFECT TO SUCH INDEBTEDNESS, AND IF SUCH INDEBTEDNESS IS
INCURRED WHILE AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, EACH OF THE
FOLLOWING CONDITIONS IS SATISFIED AS DETERMINED BY AGENT, SUCH INDEBTEDNESS
SHALL BE ON TERMS AND CONDITIONS ACCEPTABLE TO AGENT AND SHALL BE SUBJECT AND
SUBORDINATE IN RIGHT OF PAYMENT TO THE RIGHT OF AGENT AND LENDERS TO RECEIVE THE
PRIOR INDEFEASIBLE PAYMENT AND SATISFACTION IN FULL PAYMENT OF ALL OF THE
OBLIGATIONS PURSUANT TO THE TERMS OF AN INTERCREDITOR AGREEMENT BETWEEN AGENT
AND SUCH THIRD PARTY, IN FORM AND SUBSTANCE SATISFACTORY TO AGENT, (II) AGENT
SHALL HAVE RECEIVED NOT LESS THAN TEN (10) DAYS PRIOR WRITTEN NOTICE OF THE
INTENTION OF SUCH BORROWER OR GUARANTOR TO INCUR SUCH INDEBTEDNESS, WHICH NOTICE
SHALL SET FORTH IN REASONABLE DETAIL SATISFACTORY TO AGENT THE AMOUNT OF SUCH
INDEBTEDNESS, THE PERSON OR PERSONS TO WHOM SUCH INDEBTEDNESS WILL BE OWED, THE
INTEREST RATE, THE SCHEDULE OF REPAYMENTS AND MATURITY DATE WITH RESPECT THERETO
AND SUCH OTHER INFORMATION AS AGENT MAY REQUEST WITH RESPECT THERETO, (III)
AGENT SHALL HAVE RECEIVED TRUE, CORRECT AND COMPLETE COPIES OF ALL AGREEMENTS,
DOCUMENTS AND INSTRUMENTS EVIDENCING OR OTHERWISE RELATED TO SUCH INDEBTEDNESS,
(IV) ALL OF THE PROCEEDS OF THE LOANS OR OTHER ACCOMMODATIONS GIVING RISE TO
SUCH INDEBTEDNESS SHALL BE PAID TO AGENT FOR APPLICATION TO THE OBLIGATIONS IN
SUCH ORDER AND MANNER CONSISTENT WITH SECTION 6.4(A) HEREOF, OR AT AGENT'S
OPTION, TO BE HELD AS CASH COLLATERAL FOR THE OBLIGATIONS, (V) SUCH BORROWER OR
GUARANTOR SHALL NOT, DIRECTLY OR INDIRECTLY, (A) AMEND, MODIFY, ALTER OR CHANGE
THE TERMS OF SUCH INDEBTEDNESS OR ANY AGREEMENT, DOCUMENT OR INSTRUMENT RELATED
THERETO, EXCEPT, THAT, SUCH BORROWER OR GUARANTOR MAY, AFTER PRIOR WRITTEN
NOTICE TO AGENT, AMEND, MODIFY, ALTER OR CHANGE THE TERMS THEREOF SO AS TO
EXTEND THE MATURITY THEREOF, OR DEFER THE TIMING OF ANY PAYMENTS IN RESPECT
THEREOF, OR TO FORGIVE OR CANCEL ANY PORTION OF SUCH INDEBTEDNESS (OTHER THAN
PURSUANT TO PAYMENTS THEREOF), OR TO REDUCE THE INTEREST RATE OR ANY FEES IN
CONNECTION THEREWITH, OR (B) REDEEM, RETIRE, DEFEASE, PURCHASE OR OTHERWISE
ACQUIRE SUCH INDEBTEDNESS (EXCEPT PURSUANT TO REGULARLY SCHEDULED PAYMENTS
PERMITTED HEREIN), OR SET ASIDE OR OTHERWISE DEPOSIT OR INVEST ANY SUMS FOR SUCH
PURPOSE, AND (VI) SUCH BORROWER OR GUARANTOR SHALL FURNISH TO AGENT ALL NOTICES
OR DEMANDS IN CONNECTION WITH SUCH INDEBTEDNESS EITHER RECEIVED BY SUCH BORROWER
OR GUARANTOR OR ON ITS BEHALF PROMPTLY AFTER THE RECEIPT THEREOF, OR SENT BY
SUCH BORROWER OR GUARANTOR OR ON ITS BEHALF CONCURRENTLY WITH THE SENDING
THEREOF, AS THE CASE MAY BE;
(D)
[RESERVED];
(E)
REFINANCING OF THE INDEBTEDNESS REFERENCED IN THE SUBSECTIONS (A),
(B) OR (C) ABOVE SO LONG AS SUCH INDEBTEDNESS CONTINUES TO COMPLY WITH ALL
PROVISIONS OF SUCH SUBSECTIONS (A), (B), OR (C) AS