THERETO;
(VII)
BORROWERS AND GUARANTORS SHALL NOT, DIRECTLY OR INDIRECTLY, MAKE
ANY PAYMENTS IN RESPECT OF SUCH INDEBTEDNESS, EXCEPT TO THE EXTENT PERMITTED BY
THE TERMS OF THE NEW TERM LOAN AGREEMENT;
(VIII)
BORROWERS AND GUARANTORS SHALL NOT, DIRECTLY OR INDIRECTLY,
95
amend, modify, alter or change the terms of such Indebtedness or any of the New
Term Loan Documents in any manner prohibited by the New Term Loan Intercreditor
Agreement; and
(IX)
BORROWERS AND GUARANTORS SHALL FURNISH TO AGENT ALL MATERIAL
NOTICES OR DEMANDS IN CONNECTION WITH SUCH INDEBTEDNESS EITHER RECEIVED BY
BORROWERS OR ON THEIR BEHALF PROMPTLY AFTER THE RECEIPT THEREOF, OR SENT BY ANY
BORROWER OR GUARANTOR OR ON ITS BEHALF CONCURRENTLY WITH THE SENDING THEREOF, AS
THE CASE MAY BE; AND
(J)
THE GUARANTEE BY GUARANTORS OF THE INDEBTEDNESS UNDER THE TERM
LOAN DOCUMENTS TO THE EXTENT PERMITTED BY SECTION 9.9(I) HEREOF.
9.10
PREPAYMENTS AND AMENDMENTS; LOANS, INVESTMENTS, ETC.
(A)
NO BORROWER OR GUARANTOR SHALL, NOR PERMIT ANY OF ITS RESPECTIVE
SUBSIDIARIES TO, DIRECTLY OR INDIRECTLY, PREPAY, REDEEM, DEFEASE, PURCHASE OR
OTHERWISE ACQUIRE: (I) THE OBLIGATIONS EXCEPT IN ACCORDANCE WITH THIS AGREEMENT;
AND (II) ANY INDEBTEDNESS WHICH HAS BEEN SUBORDINATED TO THE OBLIGATIONS EXCEPT
IN ACCORDANCE WITH THE TERMS OF SUCH SUBORDINATION.
(B)
NO BORROWER OR GUARANTOR SHALL, NOR SHALL ANY BORROWER OR
GUARANTOR PERMIT ANY OF ITS RESPECTIVE SUBSIDIARIES TO, DIRECTLY OR INDIRECTLY,
MAKE ANY LOANS OR ADVANCE MONEY OR PROPERTY TO ANY PERSON, OR INVEST IN (BY
CAPITAL CONTRIBUTION, DIVIDEND OR OTHERWISE) OR PURCHASE OR REPURCHASE THE
CAPITAL STOCK OR INDEBTEDNESS OR ALL OR A SUBSTANTIAL PART OF THE ASSETS OR
PROPERTY OF ANY PERSON, OR FORM OR ACQUIRE ANY SUBSIDIARIES, OR AGREE TO DO ANY
OF THE FOREGOING, EXCEPT:
(I)
THE ENDORSEMENT OF INSTRUMENTS FOR COLLECTION OR DEPOSIT IN THE
ORDINARY COURSE OF BUSINESS;
(II)
INVESTMENTS IN CASH OR CASH EQUIVALENTS, PROVIDED, THAT, (I) NO
REVOLVING LOANS ARE THEN OUTSTANDING AND (II) THE TERMS AND CONDITIONS OF
SECTION 5.2 HEREOF SHALL HAVE BEEN SATISFIED WITH RESPECT TO THE DEPOSIT
ACCOUNT, INVESTMENT ACCOUNT OR OTHER ACCOUNT IN WHICH SUCH CASH OR CASH
EQUIVALENTS ARE HELD;
(III)
THE EQUITY INVESTMENTS OF SUCH BORROWER OR GUARANTOR IN ITS
SUBSIDIARIES EXISTING AS OF THE DATE HEREOF OR OTHERWISE PERMITTED TO BE MADE
HEREUNDER, PROVIDED, THAT, SUCH BORROWER OR GUARANTOR SHALL NOT HAVE ANY FURTHER
OBLIGATIONS OR LIABILITIES TO MAKE ANY CAPITAL CONTRIBUTIONS OR OTHER ADDITIONAL
INVESTMENTS IN OR FOR THE BENEFIT OF ANY OF SUCH SUBSIDIARIES;
(IV)
LOANS AND ADVANCES BY SUCH BORROWER OR GUARANTOR TO EMPLOYEES OF
SUCH BORROWER OR GUARANTOR NOT TO EXCEED THE PRINCIPAL AMOUNT OF $2,000,000 IN
THE AGGREGATE FOR ALL BORROWERS AND GUARANTORS AT ANY TIME OUTSTANDING FOR:
(I)
REASONABLY AND NECESSARY WORK-RELATED TRAVEL OR OTHER ORDINARY BUSINESS EXPENSES
TO BE INCURRED BY SUCH EMPLOYEE IN CONNECTION WITH THEIR WORK FOR SUCH BORROWER
OR GUARANTOR AND (II) REASONABLE AND NECESSARY RELOCATION EXPENSES OF SUCH
EMPLOYEES (INCLUDING HOME MORTGAGE FINANCING FOR RELOCATED EMPLOYEES);
(V)
STOCK OR OBLIGATIONS ISSUED TO SUCH BORROWER OR