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) IN ADDITION TO THE FOREGOING RESTRICTED DEBT PAYMENTS, ANY LOAN PARTY MAY
MAKE ADDITIONAL RESTRICTED DEBT PAYMENTS PROVIDED THAT THE PAYMENT CONDITIONS
ARE 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 PAYMENT 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); AND
(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.
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 THE ORDINARY COURSE OF BUSINESS AND
(II) ARE ON TERMS AND CONDITIONS SUBSTANTIALLY AS FAVORABLE TO SUCH LOAN PARTY
AS WOULD BE OBTAINABLE BY SUCH LOAN PARTY AT THE TIME IN A COMPARABLE
ARM'S-LENGTH TRANSACTION FROM UNRELATED THIRD PARTIES THAT ARE NOT AFFILIATES,
(B) TRANSACTIONS BETWEEN OR AMONG THE BORROWER AND ANY SUBSIDIARY THAT IS A LOAN
PARTY NOT INVOLVING ANY OTHER AFFILIATE, (C) ANY INVESTMENT PERMITTED BY
SECTIONS 6.04, (D) ANY INDEBTEDNESS PERMITTED UNDER SECTION 6.01, (E) ANY
RESTRICTED PAYMENT OR RESTRICTED DEBT PAYMENT PERMITTED BY SECTION 6.08, (F) THE
PAYMENT OF REASONABLE FEES AND OUT-OF-POCKET COSTS TO DIRECTORS OF HOLDINGS, THE
BORROWER OR ANY SUBSIDIARY, AND COMPENSATION AND EMPLOYEE BENEFIT ARRANGEMENTS
PAID TO, AND INDEMNITIES PROVIDED FOR THE BENEFIT OF, DIRECTORS, OFFICERS OR
EMPLOYEES OF HOLDINGS, THE BORROWER OR ITS SUBSIDIARIES IN THE ORDINARY COURSE
OF BUSINESS, (G) ANY ISSUANCES OF SECURITIES OR OTHER PAYMENTS, AWARDS OR GRANTS
IN CASH,
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SECURITIES OR OTHERWISE PURSUANT TO, OR THE FUNDING OF, EMPLOYMENT AGREEMENTS,
STOCK OPTIONS AND STOCK OWNERSHIP PLANS APPROVED BY HOLDINGS' (OR ITS DIRECT OR
INDIRECT PARENT COMPANY'S) OR THE BORROWER'S BOARD OF DIRECTORS, (H) THE PAYMENT
OF (A) MANAGEMENT OR MONITORING OR SIMILAR FEES TO THE SPONSORS AND SPONSOR
TERMINATION FEES AND RELATED INDEMNITIES AND REASONABLE EXPENSES, AND
(B) TRANSACTION ADVISORY SERVICES FEES WITH RESPECT TO TRANSACTIONS IN RESPECT
OF WHICH THE SPONSORS PROVIDE ANY TRANSACTION, ADVISORY OR OTHER SIMILAR
SERVICES, IN EACH CASE PURSUANT TO, AND IN ACCORDANCE WITH, THE MANAGEMENT
SERVICES AGREEMENT AS SUCH AGREEMENT IS IN EFFECT AS OF THE CLOSING DATE,
PROVIDED THAT IN EACH CASE (X) NO EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING OR WOULD RESULT AFTER GIVING EFFECT TO SUCH PAYMENT AND (Y) THE
BORROWER SHALL HAVE EXCESS AVAILABILITY OF AT