OF ANY GROUP MEMBER CONSISTING OF (I)
OBLIGATIONS TO PAY INSURANCE PREMIUMS, OR (II) TAKE OR PAY OBLIGATIONS CONTAINED
IN SUPPLY AGREEMENTS, IN EACH CASE, WITH SUCH OBLIGATIONS ARISING IN THE
ORDINARY COURSE OF BUSINESS AND NOT IN CONNECTION WITH THE BORROWING OF MONEY OR
HEDGING AGREEMENTS;
(J)
INDEBTEDNESS EVIDENCED BY THE SUBORDINATED NOTE OR, TO THE
EXTENT THE SUBORDINATED NOTE IS REPLACED BY OR REFINANCED WITH PERMITTED JUNIOR
CAPITAL DURING THE FIRST 90 DAYS FOLLOWING THE CLOSING DATE, THE PERMITTED
JUNIOR CAPITAL;
(K)
UNSECURED INDEBTEDNESS OF ANY GROUP MEMBER (OTHER THAN
HOLDINGS) REPRESENTING DEFERRED COMPENSATION TO EMPLOYEES, CONSULTANTS OR
INDEPENDENT CONTRACTORS OF A GROUP MEMBER INCURRED IN THE ORDINARY COURSE OF
BUSINESS, OR OF A PERSON WHOSE LIABILITY FOR SUCH COMPENSATION HAS BEEN ASSUMED
PURSUANT TO A PERMITTED ACQUISITION;
(L)
INDEBTEDNESS IN RESPECT OF AUTOMATIC CLEARING HOUSE
ARRANGEMENTS, EMPLOYEE ISSUED CREDIT OR PURCHASE CARDS AND OVERDRAFT
PROTECTIONS, IN EACH CASE, INCURRED IN THE ORDINARY COURSE OF BUSINESS BY ANY
GROUP MEMBER (OTHER THAN HOLDINGS), PROVIDED THAT (I) SUCH INDEBTEDNESS (OTHER
THAN CREDIT OR PURCHASE CARDS) IS EXTINGUISHED WITHIN TEN (10) BUSINESS DAYS
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OF ITS INCURRENCE, (II) SUCH INDEBTEDNESS IN RESPECT OF CREDIT OR PURCHASE CARDS
IS EXTINGUISHED WITHIN SIXTY (60) DAYS OF ITS INCURRENCE AND (III) ALL SUCH
INDEBTEDNESS SHALL NOT EXCEED $500,000 IN THE AGGREGATE;
(M)
INDEBTEDNESS OF EXCLUDED FOREIGN SUBSIDIARIES, PROVIDED THAT
SUCH INDEBTEDNESS (I) IS WITHOUT RECOURSE TO ANY LOAN PARTY OR ANY OF THE
COLLATERAL AND (II) IS FOR WORKING CAPITAL OR GENERAL CORPORATE PURPOSES IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $500,000 AT ANY TIME OUTSTANDING;
(N)
TO THE EXTENT CONSTITUTING INDEBTEDNESS, ANY EARN-OUT OR
SIMILAR OBLIGATIONS OF ANY GROUP MEMBER INCURRED IN CONNECTION WITH PERMITTED
ACQUISITIONS;
(O)
OTHER INDEBTEDNESS OF ANY GROUP MEMBER (OTHER THAN HOLDINGS)
NOT EXCEEDING IN THE AGGREGATE AT ANY TIME OUTSTANDING $750,000;
(P)
INDEBTEDNESS OF HOLDINGS OWING TO FORMER OFFICERS, DIRECTORS,
CONSULTANTS AND EMPLOYEES (OR ANY SPOUSES, EX-SPOUSES OR ESTATES OF ANY OF THE
FOREGOING) OF A GROUP MEMBER INCURRED IN CONNECTION WITH THE REPURCHASE OF STOCK
AND STOCK EQUIVALENTS OF HOLDINGS THAT HAVE BEEN ISSUED TO SUCH PERSONS,
PROVIDED THAT THE AMOUNT OF SUCH INDEBTEDNESS PURSUANT TO THIS CLAUSE (P) SHALL
NOT EXCEED AN AGGREGATE OUTSTANDING PRINCIPAL BALANCE OF $500,000 AT ANY TIME,
AND THE INDEBTEDNESS PURSUANT TO THIS CLAUSE (P) SHALL BE SUBORDINATED TO THE
OBLIGATIONS ON TERMS AND CONDITIONS REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE
AGENT; AND
(Q)
ALL CUSTOMARY PREMIUMS (IF ANY), INTEREST (INCLUDING
POST-PETITION INTEREST), FEES, EXPENSES, CHARGES AND ADDITIONAL OR CONTINGENT
INTEREST ON INDEBTEDNESS DESCRIBED IN EACH OF SECTIONS 8.1(A) THROUGH (P)
ABOVE.
SECTION 8.2
LIENS.
NO GROUP MEMBER SHALL INCUR, MAINTAIN OR
OTHERWISE SUFFER TO EXIST ANY LIEN UPON OR WITH RESPECT TO ANY OF ITS PROPERTY,
WHETHER NOW OWNED OR HEREAFTER ACQUIRED, EXCEPT FOR THE FOLLOWING:
(A)
LIENS CREATED PURSUANT TO ANY LOAN DOCUMENT;
(B)
CUSTOMARY PERMITTED LIENS OF GROUP MEMBERS;
(C)
LIENS EXISTING ON THE DATE HEREOF AND SET FORTH ON
SCHEDULE 8.2;
(D)
LIENS ON THE PROPERTY