SETTING FORTH CUSTOMARY RESTRICTIONS ON THE SUBLETTING, ASSIGNMENT OR TRANSFER
OF ANY PROPERTY OR ASSET THAT IS A LEASE, LICENSE, CONVEYANCE OR CONTRACT OF
SIMILAR PROPERTY OR ASSETS; (D) ANY RESTRICTION OR ENCUMBRANCE IMPOSED PURSUANT
TO AN AGREEMENT THAT HAS BEEN ENTERED INTO BY THE BORROWER OR ANY SUBSIDIARY OF
THE BORROWER FOR THE DISPOSITION OF ANY OF ITS PROPERTY OR ASSETS SO LONG AS
SUCH DISPOSITION IS OTHERWISE PERMITTED UNDER THE LOAN DOCUMENTS; (E) ANY SUCH
AGREEMENT IMPOSED IN CONNECTION WITH CONSIGNMENT AGREEMENTS ENTERED INTO IN THE
ORDINARY COURSE OF BUSINESS; (F) CUSTOMARY ANTI-ASSIGNMENT PROVISIONS CONTAINED
IN ANY AGREEMENT ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS; (G) ANY
AGREEMENT IN EXISTENCE AT THE TIME A SUBSIDIARY IS ACQUIRED SO LONG AS SUCH
AGREEMENT WAS NOT ENTERED INTO IN CONTEMPLATION OF SUCH ACQUISITION; (H) SUCH
ENCUMBRANCES OR RESTRICTIONS REQUIRED BY APPLICABLE LAW OR REGULATION; (I) ANY
AGREEMENT IN EXISTENCE ON THE CLOSING DATE AND LISTED ON SCHEDULE III, THE TERMS
OF WHICH SHALL HAVE BEEN DISCLOSED IN WRITING TO THE ADMINISTRATIVE AGENT PRIOR
TO THE DATE THEREOF; OR (J) ANY SERVICING ADVANCE FACILITY DOCUMENT; PROVIDED
THAT, TO THE EXTENT THAT ANY SUCH RESTRICTIONS CONTAINED IN ANY SERVICING
ADVANCE FACILITY DOCUMENT WHICH PROVIDES FOR RECOURSE TO ANY LOAN PARTY ARE MORE
RESTRICTIVE THAN THE RESTRICTIONS SET FORTH IN THIS ARTICLE V, (1) THE BORROWER
SHALL PROMPTLY (BUT IN ANY EVENT, WITHIN ONE BUSINESS DAY AFTER EFFECTIVENESS OF
ANY SUCH SERVICING ADVANCE FACILITY DOCUMENT) NOTIFY THE ADMINISTRATIVE AGENT OF
SUCH RESTRICTIONS, (2) THE REQUIRED LENDERS SHALL HAVE THE RIGHT, BY WAY OF ONE
OR MORE AMENDMENTS TO THIS AGREEMENT IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE
TO THE ADMINISTRATIVE AGENT, TO PROVIDE THAT SUCH RESTRICTIONS CONTAINED IN SUCH
SERVICING ADVANCE FACILITY DOCUMENT SHALL APPLY UNDER THIS AGREEMENT AND (3) THE
LOAN PARTIES SHALL CONSENT TO ANY SUCH AMENDMENT TO THIS AGREEMENT.
(K)
PREPAYMENTS, AMENDMENTS, ETC. OF DEBT.
(I) PREPAY, REDEEM,
PURCHASE, REPURCHASE, EXCHANGE, DEFEASE OR OTHERWISE SATISFY PRIOR TO THE
SCHEDULED MATURITY THEREOF IN ANY MANNER, OR MAKE ANY PAYMENT IN VIOLATION OF
ANY SUBORDINATION TERMS OF, ANY DEBT FOR BORROWED MONEY (OTHER THAN INTERCOMPANY
DEBT OWED TO THE BORROWER OR ANY SUBSIDIARY OF THE BORROWER), EXCEPT (X) THE
PREPAYMENT OF THE ADVANCES IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, AND
(Y) REGULARLY SCHEDULED OR REQUIRED REPAYMENTS OR REDEMPTIONS OF SURVIVING DEBT,
OR (II) AMEND, MODIFY OR CHANGE IN ANY MANNER ANY TERM OR CONDITION OF ANY
SURVIVING DEBT (OTHER THAN THE AMENDMENTS TO THE EXISTING BRIDGE LOAN AGREEMENT
AND THE EXISTING CREDIT AGREEMENT REFERRED TO IN SECTION 3.01(B)),
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OR PERMIT ANY OF ITS SUBSIDIARIES TO DO ANY OF THE FOREGOING OTHER THAN TO
PREPAY ANY DEBT FOR BORROWED MONEY PAYABLE TO THE BORROWER; PROVIDED THAT SO
LONG AS NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, (A) IF THE LIQUIDITY
CONDITION IS SATISFIED IMMEDIATELY PRIOR TO ANY SUCH PREPAYMENT, REDEMPTION OR
PURCHASE, THE BORROWER MAY USE UP TO $150,000,000 IN THE AGGREGATE (THE "NOTES
CASH BASKET") TO PREPAY,