ACCORDANCE WITH GAAP HAVE BEEN RECORDED OR SHOULD BE RECORDED AS
CAPITAL LEASES) AND OTHER SECURED BORROWED MONEY INDEBTEDNESS NOT EXCEEDING
$50,000,000 AT ANY ONE TIME OUTSTANDING; (F) PERMITTED SUBORDINATED
INDEBTEDNESS; (G) PERMITTED SENIOR INDEBTEDNESS; (H) SUBJECT TO THE TERMS OF
SECTION 7.3 HEREOF, PRE-EXISTING BORROWED MONEY INDEBTEDNESS OF ANY PERSON THAT
BECOMES A SUBSIDIARY AFTER THE EFFECTIVE DATE IN COMPLIANCE WITH SECTION 8.9
(PROVIDED, HOWEVER, THAT NO SUCH BORROWED MONEY INDEBTEDNESS WAS INCURRED AT THE
INSTIGATION OF U.S. BORROWER OR ANY OF ITS SUBSIDIARIES IN CONTEMPLATION OF SUCH
ACQUISITION); (I) BORROWED MONEY INDEBTEDNESS CONSTITUTING CONTINGENT
LIABILITIES PERMITTED BY SECTION 8.3; AND (J) OTHER BORROWED MONEY INDEBTEDNESS
NOT TO EXCEED $10,000,000 AT ANY ONE TIME OUTSTANDING.
8.2
LIENS.
CREATE OR SUFFER TO EXIST ANY LIEN
UPON ANY OF ITS PROPERTY NOW OWNED OR HEREAFTER ACQUIRED, OR ACQUIRE ANY
PROPERTY UPON ANY CONDITIONAL SALE OR OTHER TITLE RETENTION DEVICE OR
ARRANGEMENT OR ANY PURCHASE MONEY SECURITY AGREEMENT; OR IN ANY MANNER DIRECTLY
OR INDIRECTLY SELL, ASSIGN, PLEDGE OR OTHERWISE TRANSFER ANY OF ITS ACCOUNTS OR
OTHER COLLATERAL; EXCEPT PERMITTED LIENS.
8.3
CONTINGENT LIABILITIES.
DIRECTLY OR
INDIRECTLY GUARANTEE THE PERFORMANCE OR PAYMENT OF, OR PURCHASE OR AGREE TO
PURCHASE, OR ASSUME OR CONTINGENTLY AGREE TO BECOME OR BE SECONDARILY LIABLE IN
RESPECT OF, ANY OBLIGATION OR LIABILITY OF ANY OTHER PERSON EXCEPT FOR (A)
RECOURSE OBLIGATIONS RESULTING FROM ENDORSEMENT OF NEGOTIABLE INSTRUMENTS FOR
COLLECTION IN THE ORDINARY COURSE OF BUSINESS AND CONSISTENT WITH PAST PRACTICE;
(B) OBLIGATIONS DISCLOSED TO AGENTS IN THE FINANCIAL STATEMENTS DELIVERED ON OR
PRIOR TO THE EFFECTIVE DATE PURSUANT TO SECTION 6.2 HEREOF
(AND ALL RENEWALS,
EXTENSIONS AND REPLACEMENTS - BUT NOT INCREASES - OF SUCH OBLIGATIONS AFTER THE
EFFECTIVE DATE); (C) CONTINGENT LIABILITIES WITH RESPECT TO THOSE LIABILITIES
PERMITTED UNDER SECTIONS 8.1 OR 8.2 HEREOF (PROVIDED THAT, TO THE EXTENT THAT
SUCH LIABILITIES ARE SUBORDINATED TO THE OBLIGATIONS, SUCH CONTINGENT
LIABILITIES SHALL BE SUBORDINATED TO THE OBLIGATIONS ON TERMS REASONABLY
ACCEPTABLE TO THE U.S. AGENT); (D) CONTINGENT LIABILITIES WITH RESPECT TO LEASES
AND OTHER CONTRACTS OR WARRANTIES AND INDEMNITIES, IN EACH CASE, NOT
CONSTITUTING BORROWED MONEY INDEBTEDNESS, WHICH HAVE BEEN OR ARE UNDERTAKEN OR
MADE IN THE ORDINARY COURSE OF BUSINESS; (E) CONTINGENT LIABILITIES WITH RESPECT
TO OPERATING LEASES AND OTHER OBLIGATIONS OF SUBSIDIARIES WHICH DO NOT
CONSTITUTE BORROWED MONEY INDEBTEDNESS; (F) THE UNDERTAKING IN THE ORDINARY
COURSE OF BUSINESS TO MAINTAIN WORKING CAPITAL OR EQUITY CAPITAL OF A SUBSIDIARY
OR OTHERWISE MAINTAIN THE NET WORTH OR SOLVENCY OF A SUBSIDIARY TO THE EXTENT
REQUIRED TO MAINTAIN QUALIFICATION AND GOOD STANDING; AND (G) ADDITIONAL
CONTINGENT LIABILITIES WHICH DO NOT EXCEED $10,000,000 IN THE AGGREGATE AT ANY
TIME OUTSTANDING.
8.4
MERGERS, CONSOLIDATIONS AND DISPOSITIONS OF
ASSETS.
IN ANY SINGLE TRANSACTION OR SERIES OF TRANSACTIONS, DIRECTLY OR
INDIRECTLY:
(a)
liquidate or dissolve; provided that any
Subsidiary of U.S. Borrower may liquidate, dissolve or take action to wind-up
its operations if (i) U.S. Borrower determines such action to be in the best
interests of U.S. Borrower and its Subsidiaries; (ii) any liquidating dividends
are