CASH MANAGEMENT SERVICES IN THE ORDINARY COURSE OF
BUSINESS; (V) DEBT CONSISTING OF GUARANTEE OBLIGATIONS PERMITTED BY
SECTION 5.02(C); (VI) DEBT OF FOREIGN SUBSIDIARIES OWING TO THIRD PARTIES IN AN
AGGREGATE OUTSTANDING PRINCIPAL AMOUNT NOT IN EXCESS OF $10,000,000 AT ANY TIME
OUTSTANDING; (VII) DEBT (OTHER THAN DEBT OF FOREIGN SUBSIDIARIES) CONSTITUTING
PURCHASE MONEY DEBT AND CAPITALIZED LEASE OBLIGATIONS (NOT OTHERWISE INCLUDED IN
SUBCLAUSE (II) ABOVE) IN AN AGGREGATE OUTSTANDING AMOUNT NOT IN EXCESS OF
$10,000,000; (VIII) (A) DEBT (OTHER THAN DEBT OF FOREIGN SUBSIDIARIES) IN
RESPECT OF HEDGE AGREEMENTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS TO
PROTECT AGAINST FLUCTUATIONS IN INTEREST RATES, FOREIGN EXCHANGE RATES AND
COMMODITY PRICES AND (B) DEBT (OTHER THAN DEBT OF FOREIGN SUBSIDIARIES) ARISING
ON AND AFTER THE PETITION DATE UNDER THE CASH MANAGEMENT AGREEMENTS, PROVIDED
THAT THE AGGREGATE AMOUNT OF DEBT UNDER THIS CLAUSE (VIII) SHALL NOT EXCEED
$10,000,000 AT ANY TIME OUTSTANDING; (IX) DEBT WHICH MAY BE DEEMED TO EXIST
PURSUANT TO ANY SURETY BONDS, APPEAL BONDS OR SIMILAR OBLIGATIONS INCURRED IN
CONNECTION WITH ANY JUDGMENT NOT CONSTITUTING AN EVENT OF DEFAULT; (X) DEBT OF
FOREIGN SUBSIDIARIES ARISING UNDER ANY EUROPEAN RECEIVABLES FINANCING OR ANY
OTHER RECEIVABLES FACTORING OR OTHER SECURITIZATION PROGRAMS, IN AN AGGREGATE
PRINCIPAL AMOUNT FOR ALL SUCH FINANCINGS NOT TO EXCEED €100,000,000 AT ANY TIME
OUTSTANDING (FOR PURPOSES OF THIS CLAUSE (X), THE "PRINCIPAL AMOUNT" OF A
RECEIVABLES FACTORING OR OTHER SECURITIZATION PROGRAM SHALL MEAN THE AMOUNT
INVESTED BY INVESTORS THAT ARE NOT AFFILIATES OF THE BORROWER AND PAID TO THE
BORROWER OR ITS SUBSIDIARIES, AS REDUCED BY THE AGGREGATE AMOUNTS RECEIVED BY
SUCH INVESTORS FROM THE PAYMENT OF RECEIVABLES AND APPLIED TO REDUCE SUCH
INVESTED AMOUNTS); AND (XI) DEBT NOT OTHERWISE PERMITTED HEREUNDER IN AN
AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF $5,000,000.
(C)
GUARANTEES AND OTHER LIABILITIES.
CONTRACT, CREATE, INCUR, ASSUME OR PERMIT TO EXIST, OR PERMIT ANY SUBSIDIARY TO
CONTRACT, CREATE, ASSUME OR PERMIT TO EXIST, ANY GUARANTEE OBLIGATIONS, EXCEPT
(I) FOR ANY GUARANTY OF DEBT OR OTHER OBLIGATIONS OF THE BORROWER OR ANY
GUARANTOR IF THE BORROWER OR SUCH GUARANTOR COULD HAVE INCURRED SUCH DEBT OR
OBLIGATIONS UNDER THIS AGREEMENT, (II) BY ENDORSEMENT OF NEGOTIABLE INSTRUMENTS
FOR DEPOSIT OR COLLECTION IN THE ORDINARY COURSE OF BUSINESS, (III) GUARANTEE
OBLIGATIONS CONSTITUTING INVESTMENTS OF THE BORROWER AND ITS SUBSIDIARIES
PERMITTED HEREUNDER AND (IV) (A) GUARANTEE OBLIGATIONS UNDER THE LETTER
AGREEMENT DATED FEBRUARY 25, 2009 BETWEEN THE BORROWER AND MEDIOFACTORING SPA IN
EFFECT AS OF THE DATE HEREOF (AS SUCH AGREEMENT MAY HEREAFTER BE AMENDED,
RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED, SO LONG AS THE TERMS THEREOF ARE
NOT LESS FAVORABLE TO THE BORROWER AND THE LENDERS THAN AS IN EFFECT ON THE DATE
HEREOF (EXCEPT THAT THE PERMITTED MODIFICATIONS OF THE PRIMARY OBLIGATIONS (AS
DEFINED IN THE DEFINITION OF "GUARANTEED OBLIGATIONS") GUARANTEED UNDER SUCH
LETTER AGREEMENT ARE PERMITTED) AND (B) ANY OTHER SUPPORT ARRANGEMENTS
SUPPORTING DEBT PERMITTED UNDER SECTION 5.02(B)(X) THAT ARE IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE REQUIRED LENDERS.
(D)
CHAPTER 11 CLAIMS.
IN RESPECT OF