ANY BORROWER OR GUARANTOR PERMITTED UNDER SECTION 9.10
(G) HEREOF;
(E)
INDEBTEDNESS OF ANY BORROWER ENTERED INTO
IN THE ORDINARY COURSE OF BUSINESS PURSUANT TO A HEDGE AGREEMENT; PROVIDED,
THAT, (I) SUCH ARRANGEMENTS ARE NOT FOR SPECULATIVE PURPOSES, AND (II) SUCH
INDEBTEDNESS SHALL BE UNSECURED, EXCEPT TO THE EXTENT SUCH INDEBTEDNESS
CONSTITUTES PART OF THE OBLIGATIONS ARISING UNDER OR PURSUANT TO HEDGE
AGREEMENTS WITH LENDER OR ANY AFFILIATE OF LENDER THAT ARE SECURED UNDER THE
TERMS HEREOF;
(F)
UNSECURED INDEBTEDNESS OF ANY BORROWER OR
GUARANTOR ARISING AFTER THE DATE HEREOF TO ANY THIRD PERSON (BUT NOT TO ANY
OTHER BORROWER OR GUARANTOR), PROVIDED, THAT, EACH OF THE FOLLOWING CONDITIONS
IS SATISFIED AS REASONABLY DETERMINED BY LENDER: (I) SUCH INDEBTEDNESS SHALL BE
ON TERMS AND CONDITIONS REASONABLY ACCEPTABLE TO LENDER AND SHALL BE SUBJECT AND
SUBORDINATE IN RIGHT OF PAYMENT TO THE RIGHT OF LENDER 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 LENDER AND SUCH
THIRD PARTY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO LENDER,
(II) LENDER 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 LENDER 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 LENDER MAY REASONABLY REQUEST WITH RESPECT
THERETO, (III)
LENDER SHALL HAVE RECEIVED TRUE, CORRECT AND COMPLETE COPIES OF
ALL AGREEMENTS, DOCUMENTS AND INSTRUMENTS EVIDENCING OR OTHERWISE RELATED TO
SUCH INDEBTEDNESS, (IV) EXCEPT AS LENDER MAY OTHERWISE AGREE IN WRITING, ALL OF
THE PROCEEDS OF THE LOANS OR OTHER ACCOMMODATIONS GIVING RISE TO SUCH
INDEBTEDNESS SHALL BE PAID TO LENDER FOR APPLICATION TO THE OBLIGATIONS IN SUCH
ORDER AND MANNER AS LENDER MAY DETERMINE OR AT LENDER'S OPTION, TO BE HELD AS
CASH COLLATERAL FOR THE OBLIGATIONS, (V) IN NO EVENT SHALL THE PERSON OR PERSON
TO WHOM SUCH INDEBTEDNESS WILL BE OWED BE ENTITLED TO RECEIVE ANY CASH PAYMENTS
IN RESPECT OF THE PRINCIPAL AMOUNT OF, OR ANY INTEREST PAYABLE WITH RESPECT
THERETO, PRIOR TO THE FINAL PAYMENT IN FULL OF THE OBLIGATIONS (AND CASH
COLLATERALIZATION OF CONTINGENT OBLIGATIONS PURSUANT TO THE TERMS HEREOF) AND
TERMINATION OF THE FINANCING AGREEMENTS (OTHER THAN ANY INTEREST PAYABLE IN
KIND), (VI) AS OF THE DATE OF INCURRING SUCH INDEBTEDNESS AND AFTER GIVING
EFFECT THERETO, NO DEFAULT OR EVENT OF DEFAULT SHALL EXIST OR HAVE OCCURRED,
(VII) SUCH BORROWER AND 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 LENDER, AMEND, MODIFY, ALTER OR CHANGE THE
TERMS THEREOF SO AS TO EXTEND THE MATURITY THEREOF, OR DEFER THE TIMING OF ANY
PAYMENTS IN