INDEBTEDNESS MAY BE SENIOR DEBT, PROVIDED SUCH INDEBTEDNESS
INCURRED FOR SUCH REFINANCING SHALL NOT BE SECURED AND SUCH REFINANCING SHALL
NOT RESULT IN PAYMENT UNDER SUCH EXISTING INDEBTEDNESS OF ANY AMOUNTS GREATER
THAN THAT WHICH WOULD HAVE BEEN PAYABLE HAD SUCH EXISTING INDEBTEDNESS BEEN PAID
IN FULL IN ACCORDANCE WITH ITS TERMS (ALLOWING FOR ANY PREMIUM, PREPAYMENT
PENALTY OR COMPENSATION FOR FINANCING COSTS PAID PURSUANT TO SUCH REFINANCING IN
RESPECT OF, AND IN ACCORDANCE WITH THE TERMS OF, SUCH EXISTING INDEBTEDNESS);
(VI)
INDEBTEDNESS OF THE BORROWER AND THE SUBSIDIARIES EXISTING ON THE
DATE HEREOF AND LISTED ON SCHEDULE 7.02(C);
(VII)
INDEBTEDNESS REPRESENTING DEFERRED COMPENSATION OWED TO ITS
EMPLOYEES OR OFFICERS BY THE BORROWER OR ANY SUBSIDIARY IN THE ORDINARY COURSE
OF ITS BUSINESS;
35
(VIII)
INDEBTEDNESS INCURRED BY THE BORROWER OR ANY SUBSIDIARY IN THE
ORDINARY COURSE OF ITS BUSINESS UNDER ANY PERFORMANCE GUARANTEE OF OBLIGATIONS
(EXCEPT FOR SUCH INDEBTEDNESS GUARANTEEING PERFORMANCE OF OBLIGATIONS FOR THE
PAYMENT OF BORROWED MONEY);
(IX)
INDEBTEDNESS OF THE BORROWER OR BANK SUBSIDIARY INCURRED IN THE
ORDINARY COURSE OF ITS BUSINESS UPON THE TAKING OF ANY BANK DEPOSITS IN
CONNECTION WITH ITS SAVINGS AND LOAN ASSOCIATION OR OTHER BANKING BUSINESS OR
THE ASSUMPTION OR PURCHASE OF THE SAME PURSUANT TO ANY PERMITTED INVESTMENT;
(X)
INDEBTEDNESS WITH NO RECOURSE TO THE BORROWER OR ANY SUBSIDIARY
PURSUANT TO AN ASSET SECURITIZATION OR SALE AND LEASE BACK TRANSACTION ACCOUNTED
FOR AS A FINANCING AND WHICH, IF ACCOUNTED FOR AS AN ASSET TRANSFER, DOES NOT
VIOLATE ANY OTHER PROVISION OF THIS SECTION 7.02;
(XI)
INDEBTEDNESS OF THE BANK SUBSIDIARY OR ANY SUBSIDIARY INCURRED IN
THE ORDINARY COURSE OF ITS BUSINESS FOR THE FUNDING OF OPERATIONS OF THE SAVINGS
AND LOAN ASSOCIATION OR OTHER BANKING BUSINESS OF THE BANK SUBSIDIARY OR OTHER
OPERATIONS OF SUCH SUBSIDIARIES, INCLUDING INDEBTEDNESS UNDER ANY FACILITY FOR
THE CONFIRMATION OF LETTERS OF CREDIT ISSUED BY A BANKING BUSINESS SUBSIDIARY;
(XII)
INDEBTEDNESS THE PROCEEDS OF WHICH ARE USED IN THE MAKING OF
PERMITTED INVESTMENTS; AND
(XIII)
INDEBTEDNESS OF THE BORROWER OR ANY SUBSIDIARY INCURRED UPON THE
MERGER OF, OR ACQUISITION OF, ANY OTHER PERSON WITH OR INTO OR BY THE BORROWER
OR ANY SUCH SUBSIDIARY, PROVIDED THAT SUCH INDEBTEDNESS IS NOT INCURRED IN
CONNECTION WITH OR IN CONTEMPLATION OF SUCH MERGER OR ACQUISITION.
(D)
INVESTMENTS, ACQUISITIONS, LOANS, ADVANCES AND GUARANTIES.
DIRECTLY OR INDIRECTLY, MAKE, RETAIN OR HAVE OUTSTANDING ANY INVESTMENTS
(WHETHER THROUGH PURCHASE OF STOCK OR OBLIGATIONS OR OTHERWISE) IN, OR LOANS OR
ADVANCES TO, ANY OTHER PERSON, OR ACQUIRE ALL OR ANY SUBSTANTIAL PART OF THE
ASSETS OR BUSINESS OF ANY OTHER PERSON OR DIVISION THEREOF, OR GUARANTY OR
BECOME LIABLE AS ENDORSER, GUARANTOR, SURETY OR OTHERWISE (SUCH AS LIABILITY AS
A GENERAL PARTNER) FOR ANY DEBT, OBLIGATION OR UNDERTAKING OF ANY OTHER PERSON,
OR OTHERWISE AGREE TO PROVIDE FUNDS FOR PAYMENT OF THE OBLIGATIONS OF ANOTHER,
OR SUPPLY FUNDS THERETO OR INVEST THEREIN OR OTHERWISE ASSURE A CREDITOR OF
ANOTHER AGAINST LOSS, OR APPLY FOR OR BECOME LIABLE TO THE ISSUER OF A