OF INDEBTEDNESS, IF ANY, SECURED BY SUCH LIEN IS CREATED, INCURRED,
ACQUIRED OR ASSUMED (OR ANY PRIOR INDEBTEDNESS BECOMES SO SECURED) ON A PRO
FORMA BASIS, THE TOTAL NET FIRST LIEN LEVERAGE RATIO ON THE LAST DAY OF THE
COMPANY'S THEN MOST RECENTLY COMPLETED FISCAL QUARTER FOR WHICH FINANCIAL
STATEMENTS ARE AVAILABLE SHALL BE LESS THAN OR EQUAL TO 3.75 TO 1.00, (II) AT
THE TIME OF THE INCURRENCE OF SUCH LIEN AND AFTER GIVING EFFECT THERETO, NO
DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING OR WOULD
RESULT THEREFROM, (III) THE INDEBTEDNESS OR OTHER OBLIGATIONS SECURED BY SUCH
LIEN ARE OTHERWISE PERMITTED BY THIS AGREEMENT, AND (IV) AN INTERCREDITOR
AGREEMENT ON CUSTOMARY TERMS THAT IS REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT SHALL BE ENTERED INTO PROVIDING FOR THE TREATMENT OF SUCH
LIENS AND THE ADDITIONAL INDEBTEDNESS AND OTHER OBLIGATIONS SECURED BY SUCH
LIENS IN RELATION TO THE OBLIGATIONS AND THE LIENS SECURING THE OBLIGATIONS IN A
MANNER THAT IS THE SAME AS, OR NO LESS FAVORABLE TO THE LENDERS THAN, THE
TREATMENT UNDER THE SENIOR LENDER INTERCREDITOR AGREEMENT OF THE "TERM LOAN
OBLIGATIONS" (AS DEFINED IN THE SENIOR LENDER INTERCREDITOR AGREEMENT) AND THE
SECURITY THEREFOR (INCLUDING WITH REGARD TO EACH CLASS OF COLLATERAL);
(V)
THE PRIOR RIGHTS OF CONSIGNEES AND THEIR LENDERS UNDER CONSIGNMENT
ARRANGEMENTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS;
(W)
AGREEMENTS TO SUBORDINATE ANY INTEREST OF THE COMPANY OR ANY
SUBSIDIARY IN ANY ACCOUNTS RECEIVABLE OR OTHER PROCEEDS ARISING FROM INVENTORY
CONSIGNED BY THE COMPANY OR ANY OF ITS SUBSIDIARIES PURSUANT TO AN AGREEMENT
ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS;
(X)
LIENS ARISING FROM PRECAUTIONARY UNIFORM COMMERCIAL CODE FINANCING
STATEMENTS OR CONSIGNMENTS ENTERED INTO IN CONNECTION WITH ANY TRANSACTION
OTHERWISE PERMITTED UNDER THIS AGREEMENT;
(Y)
LIENS ON EQUITY INTERESTS IN JOINT VENTURES SECURING OBLIGATIONS OF
SUCH JOINT VENTURE;
(Z)
LIENS ON SECURITIES THAT ARE THE SUBJECT OF REPURCHASE AGREEMENTS
CONSTITUTING PERMITTED INVESTMENTS UNDER CLAUSE (C) OF THE DEFINITION THEREOF;
(AA)
[RESERVED];
(BB)
LIENS ON GOODS OR INVENTORY THE PURCHASE, SHIPMENT OR STORAGE PRICE OF
WHICH IS FINANCED BY A DOCUMENTARY LETTER OF CREDIT, BANK GUARANTEE OR BANKERS'
ACCEPTANCE ISSUED OR CREATED FOR THE ACCOUNT OF A BORROWER OR ANY SUBSIDIARY IN
THE ORDINARY COURSE OF BUSINESS; PROVIDED, THAT SUCH LIEN SECURES ONLY THE
OBLIGATIONS OF SUCH BORROWER OR SUCH SUBSIDIARIES IN RESPECT OF SUCH LETTER OF
CREDIT, BANKERS' ACCEPTANCE OR BANK GUARANTEE TO THE EXTENT PERMITTED UNDER
SECTION 6.01;
126
(CC)
LIENS SECURING INSURANCE PREMIUMS FINANCING ARRANGEMENTS, PROVIDED,
THAT SUCH LIENS ARE LIMITED TO THE APPLICABLE UNEARNED INSURANCE PREMIUMS;
(DD)
LIENS IN FAVOR OF THE COMPANY OR ANY SUBSIDIARY LOAN PARTY; PROVIDED
THAT IF ANY SUCH LIEN SHALL COVER ANY COLLATERAL, THE HOLDER OF SUCH LIEN SHALL
EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT A SUBORDINATION AGREEMENT IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT;
(EE)
LIENS SECURING OBLIGATIONS UNDER THE SECOND LIEN NOTE DOCUMENTS AND
ANY PERMITTED REFINANCING INDEBTEDNESS IN RESPECT THEREOF, TO THE EXTENT SUCH