ANY OTHER PROPERTY OR ASSETS, (2) ON PROPERTY OF
AIRSTAR CORPORATION INCURRED PURSUANT TO THE AIRSTAR AIRCRAFT FINANCING
DOCUMENTS AND (3) ON THE ASSETS OF NITRAIL VEGYIPARI TERMELÓ FEJLESZTÓ
RÉSVÉNYTÁR-SÁG (NITRAIL CHEMICAL ENGINEERING AND PRODUCTION CO., PLC) WHICH
SECURE NOT MORE THAN $2,000,000 OF INDEBTEDNESS;
I.
LIENS ON RECEIVABLES FACILITY ASSETS
TRANSFERRED, DIRECTLY OR INDIRECTLY, (A) TO A RECEIVABLES SUBSIDIARY OR (B) BY A
RECEIVABLES SUBSIDIARY TO THE PURCHASERS OF SUCH RECEIVABLES (AND THE FILING OF
FINANCING STATEMENTS IN CONNECTION THEREWITH) CREATED BY, AND AS SET FORTH IN,
THE RECEIVABLES DOCUMENTS PURSUANT TO A PERMITTED ACCOUNTS RECEIVABLE
SECURITIZATION;
J.
LIENS SECURING ACQUIRED DEBT PERMITTED
PURSUANT TO THE SECOND PROVISO OF SECTION 8.2(A) OR PURSUANT TO
SECTION 8.2(B)(XI), PROVIDED, THAT ANY SUCH LIEN DOES NOT EXTEND TO ANY PROPERTY
OTHER THAN THE PROPERTY OF THE NEWLY ACQUIRED SUBSIDIARY (AND PROCEEDS AND
ACCESSIONS AND ADDITIONS TO SUCH PROPERTY) THAT IS SUBJECT TO A LIEN SECURING
SUCH INDEBTEDNESS AS OF THE CLOSING OF THE ACQUISITION OF SUCH SUBSIDIARY;
K.
LIENS ON UNEARNED INSURANCE PREMIUMS
SECURING INDEBTEDNESS INCURRED BY BORROWER AND/OR ITS SUBSIDIARIES TO FINANCE
SUCH INSURANCE PREMIUMS IN A PRINCIPAL AMOUNT NOT TO EXCEED AT ANY TIME THE
AMOUNT OF SUCH INSURANCE PREMIUMS TO BE PAID BY BORROWER AND/OR ITS SUBSIDIARIES
FOR A THREE YEAR PERIOD;
L.
LIENS SECURING OBLIGATIONS ARISING IN
THE ORDINARY COURSE PURSUANT TO STANDARD DOCUMENTATION EVIDENCING ANY FOREIGN
FACTORING TRANSACTION; AND
M.
LIENS ON CASH, CASH EQUIVALENTS AND FOREIGN
CASH EQUIVALENTS SECURING OBLIGATIONS IN RESPECT OF LETTERS OF CREDIT PERMITTED
UNDER SECTION 8.2(B)(XVII).
In connection with the granting of Liens of the type described in clause (c) of
this Section 8.1 by the Borrower or any of its Subsidiaries, at the reasonable
request of the Borrower, and at the Borrower's expense, the Administrative Agent
or the Collateral Agent shall take (and is hereby authorized to take) any
actions reasonably requested by the Borrower in connection therewith (including,
without limitation, by executing appropriate lien releases in favor of the
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holder or holders of such Liens, in either case solely with respect to the item
or items of equipment or other assets subject to such Liens).
16.2.
INDEBTEDNESS
A.
THE BORROWER WILL NOT, AND WILL NOT PERMIT
ANY SUBSIDIARY TO, DIRECTLY OR INDIRECTLY, CREATE, INCUR, ISSUE, ASSUME,
GUARANTEE OR OTHERWISE BECOME DIRECTLY OR INDIRECTLY LIABLE, CONTINGENTLY OR
OTHERWISE (COLLECTIVELY, "INCUR" AND COLLECTIVELY, AN "INCURRENCE"), WITH
RESPECT TO ANY INDEBTEDNESS; PROVIDED THAT SO LONG AS NO EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING THE BORROWER MAY INCUR INDEBTEDNESS, AND ANY
SUBSIDIARY MAY INCUR INDEBTEDNESS, IF THE BORROWER'S INTEREST COVERAGE RATIO FOR
THE BORROWER'S MOST RECENTLY ENDED FOUR FULL FISCAL QUARTERS FOR WHICH FINANCIAL
STATEMENTS HAVE BEEN DELIVERED PURSUANT TO SECTION 7.1 WOULD HAVE BEEN AT LEAST
2.00 TO 1.00 DETERMINED ON A PRO FORMA BASIS; PROVIDED, FURTHER, THAT IN THE
CASE OF AN INCURRENCE BY A SUBSIDIARY OTHER THAN A SUBSIDIARY GUARANTOR, THE
PROCEEDS OF SUCH INDEBTEDNESS ARE USED FOR A PERMITTED ACQUISITION, CAPITAL
EXPENDITURES OR SUCH INCURRENCE REPRESENTS