IS IN COMPLIANCE, ON A PRO FORMA BASIS AFTER
GIVING EFFECT TO THE INCURRENCE OF SUCH INDEBTEDNESS AND THE USE OF PROCEEDS
THEREOF, WITH THE COVENANTS CONTAINED IN SECTION 7.1, IN EACH CASE RECOMPUTED AS
AT THE LAST DAY OF THE MOST RECENTLY ENDED FISCAL QUARTER OF HOLDINGS FOR WHICH
THE RELEVANT INFORMATION IS AVAILABLE AS IF SUCH INCURRENCE HAD OCCURRED ON THE
FIRST DAY OF EACH RELEVANT PERIOD FOR TESTING SUCH COMPLIANCE;
(H)
OBLIGATIONS OF A SPECIAL PURPOSE SUBSIDIARY INCURRED AND
OUTSTANDING PURSUANT TO A RECEIVABLE FINANCING TRANSACTION PERMITTED BY SECTION
7.5(L) THAT ARE NOT RECOURSE TO HOLDINGS, THE BORROWER OR ANY OTHER SUBSIDIARY
OF THE BORROWER (OTHER THAN PURSUANT TO STANDARD SECURITIZATION UNDERTAKINGS (IT
BEING UNDERSTOOD AND AGREED THAT TO THE EXTENT SUCH STANDARD SECURITIZATION
UNDERTAKINGS CONSTITUTE GUARANTEE OBLIGATIONS OR INDEBTEDNESS SUCH STANDARD
SECURITIZATION UNDERTAKINGS SHALL BE PERMITTED UNDER THIS SECTION 7.2 AND 7.8);
(I)
INDEBTEDNESS OF THE BORROWER OR ANY SUBSIDIARY TO THE SELLER
REPRESENTING ALL OR PART OF THE PURCHASE PRICE OF AN INVESTMENT OR ACQUISITION
PERMITTED HEREUNDER, OR ASSUMED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES IN
CONNECTION THEREWITH, AND EXTENSIONS, RENEWALS, REFINANCINGS, REFUNDINGS AND
REPLACEMENTS OF ANY SUCH INDEBTEDNESS THAT DO NOT INCREASE THE OUTSTANDING
PRINCIPAL AMOUNT THEREOF (OTHER THAN ANY INCREASE NOT EXCEEDING THE AMOUNT OF
ANY FEES, PREMIUM, IF ANY, AND FINANCING COSTS RELATING TO SUCH REFINANCING),
PROVIDED THAT (I) AS TO ANY SUCH ASSUMED INDEBTEDNESS, SUCH INDEBTEDNESS (OTHER
THAN ANY EXTENSION, RENEWAL, REFINANCING, REFUNDING OR REPLACEMENT THEREOF)
EXISTS AT THE TIME OF SUCH ACQUISITION AND IS NOT CREATED IN CONTEMPLATION OF
SUCH EVENT AND (II) THE AGGREGATE PRINCIPAL AMOUNT OF ALL SUCH INDEBTEDNESS
SHALL NOT EXCEED $50,000,000 AT ANY ONE TIME OUTSTANDING FOR ALL INDEBTEDNESS
INCURRED PURSUANT TO THIS CLAUSE (I);
(J)
INDEBTEDNESS ARISING FROM JUDGMENTS OR ORDERS IN CIRCUMSTANCES
NOT CONSTITUTING AN EVENT OF DEFAULT;
(K)
INDEBTEDNESS RESULTING FROM THE ENDORSEMENT OF NEGOTIABLE
INSTRUMENTS IN THE ORDINARY COURSE OF BUSINESS OR ARISING FROM THE HONORING OF A
CHECK, DRAFT OR SIMILAR INSTRUMENT PRESENTED BY HOLDINGS OR ANY OF ITS
SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS AGAINST INSUFFICIENT FUNDS;
(L)
INDEBTEDNESS IN RESPECT OF (I) WORKERS' COMPENSATION CLAIMS AND
SELF-INSURANCE OBLIGATIONS IN THE ORDINARY COURSE OF BUSINESS, (II) THE
FINANCING OF INSURANCE PREMIUMS IN CUSTOMARY AMOUNTS CONSISTENT WITH THE
OPERATIONS AND BUSINESSES OF THE BORROWER AND ITS SUBSIDIARIES AND (III) SURETY,
APPEAL AND PERFORMANCE BONDS, PROVIDED THAT SUCH BONDS ARE ENTERED INTO IN THE
ORDINARY COURSE OF BUSINESS AND ARE NOT IN RESPECT OF INDEBTEDNESS;
80
(M)
INDEBTEDNESS ARISING FROM OR REPRESENTING DEFERRED COMPENSATION TO
EMPLOYEES OF HOLDINGS OR ITS SUBSIDIARIES THAT CONSTITUTE OR ARE DEEMED TO BE
INDEBTEDNESS UNDER GAAP AND THAT ARE INCURRED IN THE ORDINARY COURSE OF
BUSINESS;
(N)
INDEBTEDNESS OF THE BORROWER AND/OR TRONOX FINANCE (INCLUDING ANY
INDEBTEDNESS OF THE BORROWER AND/OR TRONOX FINANCE THAT EXTENDS, RENEWS,
REFINANCES, REFUNDS, REPLACES OR IS IN EXCHANGE FOR EXISTING INDEBTEDNESS OF THE
BORROWER AND/OR TRONOX FINANCE PERMITTED BY THIS PARAGRAPH) AND GUARANTEE
OBLIGATIONS OF ANY GUARANTORS IN