ANY LOAN
PARTY, INCUR, CREATE, ASSUME, SUFFER TO EXIST OR PERMIT ANY OTHER SUPERPRIORITY
CLAIM THAT IS PARI PASSU WITH OR SENIOR TO THE CLAIMS OF THE AGENTS AND THE
SECURED PARTIES AGAINST THE BORROWER AND THE GUARANTORS EXCEPT WITH RESPECT TO
THE CARVE-OUT AND LIENS DESCRIBED IN CLAUSES (A) THROUGH (D) OF
SECTION 9.08(A)(II).
(E)
DIVIDENDS; CAPITAL STOCK.
DECLARE OR PAY,
DIRECTLY OR INDIRECTLY, ANY DIVIDENDS OR MAKE ANY OTHER DISTRIBUTION,
REDEMPTION, REPURCHASE OR PAYMENT, WHETHER IN CASH, PROPERTY, SECURITIES OR A
COMBINATION THEREOF, WITH RESPECT TO (WHETHER BY REDUCTION OF CAPITAL OR
OTHERWISE)
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ANY SHARES OF CAPITAL STOCK (OR ANY OPTIONS, WARRANTS, RIGHTS OR OTHER EQUITY
SECURITIES OR AGREEMENTS RELATING TO ANY CAPITAL STOCK) OF THE BORROWER, OR SET
APART ANY SUM FOR THE AFORESAID PURPOSES.
(F)
TRANSACTIONS WITH AFFILIATES.
ENTER INTO
OR PERMIT ANY OF ITS SUBSIDIARIES TO ENTER INTO ANY TRANSACTION WITH ANY
AFFILIATE, OTHER THAN ON TERMS AND CONDITIONS AT LEAST AS FAVORABLE TO THE
BORROWER OR SUCH SUBSIDIARY AS WOULD REASONABLY BE OBTAINED AT THAT TIME IN A
COMPARABLE ARM'S-LENGTH TRANSACTION WITH A PERSON OTHER THAN AN AFFILIATE,
EXCEPT FOR THE FOLLOWING: (I) ANY TRANSACTION BETWEEN ANY LOAN PARTY AND ANY
OTHER LOAN PARTY OR BETWEEN ANY NON-LOAN PARTY AND ANY OTHER NON-LOAN PARTY;
(II) ANY TRANSACTION BETWEEN ANY LOAN PARTY AND ANY NON-LOAN PARTY THAT IS AT
LEAST AS FAVORABLE TO SUCH LOAN PARTY AS WOULD REASONABLY BE OBTAINED AT THAT
TIME IN A COMPARABLE ARM'S-LENGTH TRANSACTION WITH A PERSON OTHER THAN AN
AFFILIATE; (III) ANY TRANSACTION EXPRESSLY PERMITTED PURSUANT TO THE TERMS OF
THE LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, INVESTMENTS PERMITTED UNDER
SECTION 5.02(G); (IV) CUSTOMARY FEES AND OTHER BENEFITS TO OFFICERS, DIRECTORS,
MANAGERS AND EMPLOYEES OF THE BORROWER AND ITS SUBSIDIARIES; (V) REASONABLE AND
CUSTOMARY EMPLOYMENT AND SEVERANCE ARRANGEMENTS WITH OFFICERS AND EMPLOYEES OF
THE BORROWER AND ITS SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS; OR
(VI) TRANSACTIONS PURSUANT TO CONTRACTUAL OBLIGATIONS OR ARRANGEMENTS IN
EXISTENCE ON THE PETITION DATE.
(G)
INVESTMENTS.
MAKE OR HOLD, OR PERMIT ANY OF
ITS SUBSIDIARIES TO MAKE, ANY INVESTMENT IN ANY PERSON, EXCEPT FOR
(I) INVESTMENTS DESCRIBED IN SECTION 4.01(S); (II) INVESTMENTS IN CASH
EQUIVALENTS (AND OTHER CUSTOMARY CASH EQUIVALENTS ACCEPTABLE TO THE
ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION) AND INVESTMENTS BY FOREIGN
SUBSIDIARIES IN SECURITIES AND DEPOSITS SIMILAR IN NATURE TO CASH EQUIVALENTS
AND CUSTOMARY IN THE APPLICABLE JURISDICTION; (III) ADVANCES AND LOANS EXISTING
ON THE PETITION DATE AMONG THE BORROWER AND THE SUBSIDIARIES (INCLUDING ANY
REFINANCINGS OR EXTENSIONS THEREOF BUT EXCLUDING ANY INCREASES THEREOF OR ANY
FURTHER ADVANCES OF ANY KIND IN CONNECTION THEREWITH); (IV) INVESTMENTS OR
INTERCOMPANY LOANS OR ADVANCES MADE ON OR AFTER THE PETITION DATE (A) BY ANY
LOAN PARTY TO OR IN ANY OTHER LOAN PARTY, (B) BY ANY NON-LOAN PARTY TO OR IN ANY
LOAN PARTY (SO LONG AS ANY INDEBTEDNESS OWING BY A LOAN PARTY TO A NON-LOAN
PARTY IS SUBORDINATED IN RIGHT OF PAYMENT TO THE PRIOR PAYMENT IN FULL OF THE
OBLIGATIONS ON