FINANCIAL INDEBTEDNESS
Not create, incur, assume or suffer to exist any Financial Indebtedness except:
(A)
THE OBLIGATIONS (EXCLUDING ANY HEDGING
OBLIGATIONS PERMITTED PURSUANT TO CLAUSE 22.1(C));
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(B)
FINANCIAL INDEBTEDNESS INCURRED IN
CONNECTION WITH THE INTEREST RATE CAP AGREEMENT;
(C)
FINANCIAL INDEBTEDNESS INCURRED IN
CONNECTION WITH A HEDGING AGREEMENT REQUIRED PURSUANT TO CLAUSE 21.11 (HEDGING
AGREEMENTS);
(D)
FINANCIAL INDEBTEDNESS EXISTING ON THE DATE
OF THIS AGREEMENT AND NOT OTHERWISE PERMITTED UNDER THIS CLAUSE AND SET OUT IN
SCHEDULE 14 (FINANCIAL INDEBTEDNESS AND GUARANTEE OBLIGATIONS);
(E)
GUARANTEE OBLIGATIONS IN FAVOUR OF THE
COFACE AGENT FOR THE BENEFIT OF THE COFACE AGENT AND THE FINANCE PARTIES;
(F)
UNSECURED:
(I)
SUBORDINATED INDEBTEDNESS OWED BY ANY
OBLIGOR TO ANOTHER OBLIGOR;
(II)
SUBORDINATED INDEBTEDNESS OWED BY ANY
OBLIGOR TO A FOREIGN SUBSIDIARY;
(III)
FINANCIAL INDEBTEDNESS OWED BY A FOREIGN
SUBSIDIARY TO ANY OBLIGOR; PROVIDED THAT THE AGGREGATE AMOUNT OF SUCH FINANCIAL
INDEBTEDNESS OUTSTANDING AT ANY TIME PURSUANT TO THIS PARAGRAPH (III) SHALL NOT
EXCEED THE FOREIGN INVESTMENT LIMITATION (CALCULATED WITHOUT REGARD TO
PARAGRAPH (B) OF THE DEFINITION OF FOREIGN INVESTMENT LIMITATION AND EXCLUDING
THE EXISTING CANADIAN NOTE) AS OF ANY DATE OF DETERMINATION;
(IV)
FINANCIAL INDEBTEDNESS OWED BY A FOREIGN
SUBSIDIARY TO ANOTHER FOREIGN SUBSIDIARY; AND
(V)
GUARANTEE OBLIGATIONS BY THE BORROWER ON
BEHALF OF ANY OBLIGOR OR FOREIGN SUBSIDIARY NOT TO EXCEED ONE MILLION DOLLARS
(US$1,000,000) IN AGGREGATE;
(G)
FINANCIAL INDEBTEDNESS PURSUANT TO THE
FOLLOWING PARAGRAPHS (I) TO (V) (AND ANY EXTENSION, RENEWAL, REPLACEMENT OR
REFINANCING THEREOF, BUT NOT TO INCREASE THE AGGREGATE PRINCIPAL AMOUNT),
PROVIDED THAT AT THE TIME SUCH FINANCIAL INDEBTEDNESS IS INCURRED, THE COFACE
AGENT AND THE LENDERS SHALL HAVE RECEIVED FROM THE BORROWER A COMPLIANCE
CERTIFICATE IN FORM AND SUBSTANCE SATISFACTORY TO THE COFACE AGENT (INCLUDING AN
ADJUSTED CONSOLIDATED EBITDA RECONCILIATION FOR THE FISCAL PERIOD COVERED BY
SUCH COMPLIANCE CERTIFICATE), DEMONSTRATING THAT, AFTER GIVING EFFECT TO THE
INCURRENCE OF ANY SUCH FINANCIAL INDEBTEDNESS, THE BORROWER WILL BE IN PRO FORMA
COMPLIANCE WITH THE FINANCIAL COVENANTS SET FORTH IN CLAUSE 20 (FINANCIAL
COVENANTS) APPLICABLE AT SUCH TIME:
(I)
FINANCIAL INDEBTEDNESS OF THE BORROWER
AND ITS SUBSIDIARIES INCURRED IN CONNECTION WITH CAPITAL LEASES AND/OR PURCHASE
MONEY FINANCIAL INDEBTEDNESS OF THE BORROWER AND ITS SUBSIDIARIES IN AN
AGGREGATE AMOUNT NOT TO EXCEED TWENTY FIVE MILLION DOLLARS (US$25,000,000) ON
ANY DATE OF DETERMINATION;
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(II)
FINANCIAL INDEBTEDNESS OF A PERSON
EXISTING AT THE TIME SUCH PERSON BECAME A SUBSIDIARY OR ASSETS WERE ACQUIRED
FROM SUCH PERSON NOT EXCEEDING TEN MILLION DOLLARS (US$10,000,000), TO THE
EXTENT SUCH FINANCIAL INDEBTEDNESS WAS NOT INCURRED IN CONNECTION WITH OR IN
CONTEMPLATION OF, SUCH PERSON BECOMING A SUBSIDIARY OR THE ACQUISITION OF SUCH
ASSETS, WHICH TRANSACTIONS IN AGGREGATE SINCE THE DATE OF THIS AGREEMENT DO NOT
EXCEED AT ANY TIME TWENTY FIVE MILLION DOLLARS (US$25,000,000);
(III)
GUARANTEE OBLIGATIONS WITH RESPECT TO
FINANCIAL INDEBTEDNESS PERMITTED PURSUANT TO PARAGRAPH (G) OF THIS CLAUSE;
(IV)
FINANCIAL INDEBTEDNESS OF FOREIGN
SUBSIDIARIES, NOT TO EXCEED IN THE AGGREGATE AT ANY TIME OUTSTANDING TWO MILLION
DOLLARS (US$2,000,000); AND
(V)
SUBORDINATED INDEBTEDNESS NOT OTHERWISE