INTERCOMPANY INDEBTEDNESS PERMITTED BY THIS §10.1(E), AND
ALL INSTRUMENTS EVIDENCING ANY THEREOF, SHALL BE PLEDGED AND DELIVERED TO THE
AGENT, FOR THE BENEFIT OF THE LENDERS AND THE AGENT, AS SECURITY FOR THE
OBLIGATIONS PURSUANT TO THE PROVISIONS OF THE APPLICABLE SECURITY DOCUMENTS, AND
THE AGENT SHALL HAVE A FIRST PRIORITY PERFECTED LIEN AND SECURITY INTEREST
THEREIN; AND PROVIDED, FURTHER, THAT ALL SUCH INTERCOMPANY INDEBTEDNESS SHALL BE
SUBORDINATED TO THE OBLIGATIONS ON TERMS SATISFACTORY TO THE AGENT;
(F)
INDEBTEDNESS EXISTING ON THE DATE HEREOF AND LISTED AND DESCRIBED
ON SCHEDULE 10.1 HERETO AND ANY REFINANCINGS THEREOF NOT TO EXCEED SUCH ORIGINAL
PRINCIPAL AMOUNT AND ON TERMS AND CONDITIONS SUBSTANTIALLY SIMILAR THERETO;
(G)
INDEBTEDNESS IN AN ORIGINAL PRINCIPAL AMOUNT NOT IN EXCESS OF
$105,000,000 EVIDENCED BY THE SENIOR SECURED DEBT DOCUMENTS;
(H)
INDEBTEDNESS CONSISTING OF CONTINGENT OBLIGATIONS OF ANY BORROWER
OR ANY OF ITS SUBSIDIARIES TO REPURCHASE OR OTHERWISE REDEEM CAPITAL STOCK OF A
BORROWER FROM FORMER EMPLOYEES OF THE BORROWERS AND THEIR SUBSIDIARIES PURSUANT
TO THE TERMS OF EMPLOYEE STOCK OWNERSHIP EMPLOYEE STOCK OPTION OR OTHER EMPLOYEE
COMPENSATION PLANS OF THE BORROWERS AND THEIR SUBSIDIARIES AND MATURED
OBLIGATIONS TO REPURCHASE OR OTHERWISE REDEEM SUCH STOCK TO THE EXTENT SUCH
REPURCHASE OR REDEMPTION IS PERMITTED UNDER §10.4(C);
(I)
INDEBTEDNESS CONSISTING OF ANY BORROWER OR ANY OF ITS
SUBSIDIARIES GUARANTYING THE INDEBTEDNESS OF ANOTHER BORROWER SO LONG AS SUCH
INDEBTEDNESS IS OTHERWISE PERMITTED HEREUNDER;
(J)
OTHER INDEBTEDNESS IN AN AGGREGATE PRINCIPAL AMOUNT AT ANY TIME
OUTSTANDING NOT TO EXCEED $500,000; PROVIDED THAT NO EVENT OF DEFAULT SHALL
EXIST (I) PRIOR TO THE INCURRENCE OF SUCH INDEBTEDNESS OR (II) AS A RESULT OF
THE INCURRENCE OF SUCH INDEBTEDNESS; PROVIDED FURTHER THAT SUCH LIMITATION SHALL
BE INCREASED UP TO AN AMOUNT NOT TO EXCEED $3,000,000 IN THE AGGREGATE (I) IF
THE LEVERAGE RATIO IS LESS THAN 3.50:1 FOR TWO CONSECUTIVE FISCAL QUARTERS, AS
SET FORTH IN THE MOST RECENT COMPLIANCE CERTIFICATE DELIVERED PURSUANT TO §
9.4(E) HEREOF, AND (II) TO THE EXTENT THAT, AFTER GIVING EFFECT TO SUCH
ADDITIONAL INDEBTEDNESS, THE LEVERAGE RATIO WOULD NOT EXCEED 3.50:1; AND
(K)
INDEBTEDNESS IN AN ORIGINAL PRINCIPAL AMOUNT NOT IN EXCESS OF
$65,000,000 EVIDENCED BY THE UNSECURED TERM LOAN DOCUMENTS AND ANY PERMITTED
SUBORDINATED REFINANCING (AS DEFINED IN THE INTERCREDITOR AGREEMENT (UNSECURED
TERM LOAN)) THEREOF.
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10.2
Restrictions on Liens.
None of the Borrowers will, and none will
permit any of its Subsidiaries to, (i) create or incur or suffer to be created
or incurred or to exist any lien, encumbrance, mortgage, pledge, charge,
restriction or other security interest of any kind upon any of its property or
assets of any character whether now owned or hereafter acquired, or upon the
income or profits therefrom; (ii) transfer any of such property or assets or the
income or profits therefrom for the purpose of subjecting the same to the
payment of Indebtedness or performance of any other obligation in priority to
payment of its general creditors; (iii) acquire, or agree or have an option to
acquire, any