IN REASONABLE DETAIL
SATISFACTORY TO AGENT THE AMOUNT OF SUCH INDEBTEDNESS, THE PERSON OR PERSONS TO
WHOM SUCH INDEBTEDNESS WILL BE OWED, THE INTEREST RATE, THE SCHEDULE OF
REPAYMENTS AND MATURITY DATE WITH RESPECT THERETO AND SUCH OTHER INFORMATION AS
AGENT MAY REQUEST WITH RESPECT THERETO, (III) AS TO ANY SUCH INDEBTEDNESS IN
EXCESS OF $10,000,000, AGENT SHALL HAVE RECEIVED TRUE, CORRECT AND COMPLETE
COPIES OF ALL AGREEMENTS, DOCUMENTS OR INSTRUMENTS EVIDENCING OR OTHERWISE
RELATED TO SUCH INDEBTEDNESS, AND AS TO ANY SUCH INDEBTEDNESS LESS THAN SUCH
AMOUNT, UPON AGENT'S REQUEST, (IV) EXCEPT AS AGENT MAY OTHERWISE AGREE IN
WRITING, ALL OF THE PROCEEDS OF THE LOANS OR OTHER ACCOMMODATIONS GIVING RISE TO
SUCH INDEBTEDNESS SHALL BE PAID TO AGENT FOR APPLICATION TO THE OBLIGATIONS IN
ACCORDANCE WITH THE TERMS HEREOF, (V) IN NO EVENT SHALL THE AGGREGATE PRINCIPAL
AMOUNT OF SUCH INDEBTEDNESS INCURRED DURING THE TERM OF THIS AGREEMENT EXCEED
$50,000,000, (VI) AS OF THE DATE OF INCURRING SUCH INDEBTEDNESS AND AFTER GIVING
EFFECT THERETO, NO DEFAULT OR EVENT OF DEFAULT SHALL EXIST OR HAVE OCCURRED, AND
(VII) AS TO ANY SUCH INDEBTEDNESS IN EXCESS OF $10,000,000, BORROWERS AND
GUARANTORS SHALL FURNISH TO AGENT ALL NOTICES OR DEMANDS IN CONNECTION WITH SUCH
INDEBTEDNESS EITHER RECEIVED BY ANY BORROWER OR GUARANTOR OR ON ITS BEHALF
PROMPTLY AFTER THE RECEIPT THEREOF, OR SENT BY ANY BORROWER OR GUARANTOR OR ON
ITS BEHALF CONCURRENTLY WITH THE SENDING THEREOF, AS THE CASE MAY BE;
(J)
IN CONNECTION WITH THE PERMITTED SECURITIZATION
FACILITY, (I) IN THE CASE OF THE RECEIVABLES FINANCING SUBSIDIARY, (A)
INDEBTEDNESS OWING TO ANY BORROWER OR GUARANTOR IN CONNECTION WITH THE SALE BY
SUCH BORROWER OR GUARANTOR OF SECURITIZATION ASSETS TO THE RECEIVABLES FINANCING
SUBSIDIARY UNDER THE SECURITIZATION FACILITY DOCUMENTS, PROVIDED, THAT, SUCH
INDEBTEDNESS IS EVIDENCED BY A PROMISSORY NOTE AND SUCH PROMISSORY NOTE IS
PLEDGED TO AGENT PURSUANT TO THE TERMS HEREOF AND (B) INDEBTEDNESS ARISING IN
CONNECTION WITH THE PERMITTED SECURITIZATION FACILITY, PROVIDED, THAT, THE
AGGREGATE AMOUNT OF SUCH INDEBTEDNESS SHALL NOT EXCEED $200,000,000 AT ANY TIME
OUTSTANDING AND (II) IN THE CASE OF BORROWERS AND GUARANTORS, CONTINGENT
INDEBTEDNESS ARISING PURSUANT TO THE (A) OBLIGATIONS TO REPURCHASE NON-ELIGIBLE
ACCOUNTS UNDER THE TERMS OF THE SECURITIZATION FACILITY DOCUMENTS OR
(B) INDEMNIFICATIONS FOR LOSSES OTHER THAN CREDIT LOSSES RELATED TO THE ACCOUNTS
SOLD UNDER THE SECURITIZATION FACILITY DOCUMENTS;
(K)
SUBJECT TO THE PROVISO TO THIS SECTION 9.9, INDEBTEDNESS
OF A BORROWER OR GUARANTOR EXISTING AT THE TIME SUCH BORROWER OR GUARANTOR IS
ACQUIRED PURSUANT TO A PERMITTED ACQUISITION; PROVIDED, THAT, EACH OF THE
FOLLOWING CONDITIONS IS SATISFIED AS DETERMINED BY AGENT: (I) SUCH INDEBTEDNESS
WAS NOT INCURRED IN CONNECTION WITH, OR IN ANTICIPATION OR CONTEMPLATION OF,
SUCH PERMITTED ACQUISITION, (II) SUCH INDEBTEDNESS IS NOT SECURED BY ANY ASSETS
OF THE TYPE OR CATEGORIES THAT CONSTITUTE COLLATERAL AND IS NOT SECURED BY ANY
ASSETS OR PROPERTIES OF ANY BORROWER OR OTHER GUARANTOR OTHER THAN ASSETS OR
PROPERTIES OF THE BORROWER OR GUARANTOR SO ACQUIRED, (III) NO OTHER BORROWER OR
GUARANTOR SHALL HAVE