OF ANY SUBSIDIARY AND
BY ANY SUBSIDIARY OF INDEBTEDNESS OF THE BORROWER OR ANY OTHER SUBSIDIARY;
(E)
INDEBTEDNESS OF THE BORROWER OR ANY SUBSIDIARY AS AN ACCOUNT PARTY
IN RESPECT OF TRADE LETTERS OF CREDIT AND IN RESPECT OF LETTERS OF CREDIT FOR
THE ACCOUNT OF THE BORROWER OR ANY SUBSIDIARY, IN RESPECT OF WORKERS'
COMPENSATION CLAIMS, SELF-INSURANCE OBLIGATIONS, PERFORMANCE, PROPOSAL
COMPLETION, SURETY AND SIMILAR BONDS AND COMPLETION GUARANTEES PROVIDED BY THE
BORROWER OR ITS SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS; PROVIDED THAT
THE UNDERLYING OBLIGATION TO PERFORM IS THAT OF THE BORROWER OR OF ITS
SUBSIDIARIES AND NOT THAT OF ANY OTHER PERSON AND, PROVIDED FURTHER, THAT SUCH
UNDERLYING OBLIGATION IS NOT IN RESPECT OF BORROWED MONEY;
46
(F)
INDEBTEDNESS OF THE BORROWER AND ITS SUBSIDIARIES SECURED BY
LIENS PERMITTED UNDER SECTION 6.02(E) HEREOF UP TO BUT NOT EXCEEDING $5,000,000
AT ANY ONE TIME OUTSTANDING;
(G)
SWAP AGREEMENTS PERMITTED UNDER SECTION 6.05 HEREOF;
(H)
OTHER UNSECURED INDEBTEDNESS IN AN AGGREGATE PRINCIPAL AMOUNT NOT
EXCEEDING $3,000,000 AT ANY TIME OUTSTANDING;
(I)
BONDS, DEPOSITS OR OTHER SURETY OBLIGATIONS REQUIRED PURSUANT TO
CORRECTIONAL AND DETENTION FACILITY CONTRACTS NOT TO EXCEED $25,000,000 AT ANY
ONE TIME OUTSTANDING;
(J)
INDEBTEDNESS OF ANY PERSON THAT BECOMES A SUBSIDIARY AFTER THE
DATE HEREOF; PROVIDED THAT (I) SUCH INDEBTEDNESS EXISTS AT THE TIME SUCH PERSON
BECOMES A SUBSIDIARY AND IS NOT CREATED IN CONTEMPLATION OF OR IN CONNECTION
WITH SUCH PERSON BECOMING A SUBSIDIARY, AND (II) IS IN CONNECTION WITH
ACQUISITIONS OR CAPITAL PROJECTS PERMITTED BY SECTION 6.04(E);
(K)
OTHER UNSECURED INDEBTEDNESS OF THE BORROWER AND ITS SUBSIDIARIES
IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING $100,000,000 AT ANY TIME
OUTSTANDING; PROVIDED THAT (I) NO DEFAULT OR EVENT OF DEFAULT (BOTH BEFORE AND
AFTER GIVING PRO FORMA EFFECT TO THE INCURRENCE OF SUCH INDEBTEDNESS) EXISTS AND
IS CONTINUING, (II) THE MATURITY OF SUCH INDEBTEDNESS IS AT LEAST SIX (6) MONTHS
AFTER THE MATURITY DATE, (III) THE WEIGHTED AVERAGE LIFE TO MATURITY OF SUCH
INDEBTEDNESS IS GREATER THAN THE NUMBER OF YEARS (CALCULATED TO THE NEAREST
ONE-TWELFTH) TO THE MATURITY DATE, (IV) SUCH INDEBTEDNESS HAS TERMS
SUBSTANTIALLY SIMILAR TO THOSE CUSTOMARY IN THE MARKET PLACE FOR SUCH FINANCIAL
INSTRUMENTS, BUT IN NO CASE TO CONTAIN COVENANTS MORE RESTRICTIVE THAN THOSE
CONTAINED IN THE LOAN DOCUMENTS; AND
(L)
INDEBTEDNESS OF THE BORROWER AND ITS SUBSIDIARIES IN CONNECTION
WITH ACQUISITIONS PERMITTED BY SECTION 6.04 AND PAYABLE TO THE CORRESPONDING
SELLERS OF AN ACQUIRED BUSINESS OR ENTITY (WHETHER THROUGH AN ASSET PURCHASE,
EQUITY PURCHASE OR MERGER OR CONSOLIDATION OR OTHERWISE) IN THE FORM OF SELLER
NOTES, EARN-OUTS, INDEMNITIES OR OBLIGATIONS IN RESPECT OF PURCHASE PRICE
ADJUSTMENTS IN CONNECTION WITH ANY SUCH ACQUISITION; PROVIDED (A) SUCH
INDEBTEDNESS IS SUBORDINATED TO THE LOANS HEREUNDER ON TERMS REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT AND (B) SUCH INDEBTEDNESS IS UNSECURED.
SECTION 6.02. LIENS. THE BORROWER WILL NOT, AND WILL NOT PERMIT ANY SUBSIDIARY
TO, CREATE, INCUR, ASSUME OR PERMIT TO EXIST ANY LIEN ON ANY PROPERTY OR ASSET
NOW OWNED OR HEREAFTER ACQUIRED BY