ACQUISITION OR DISPOSITION
UNDER AGREEMENTS PROVIDING FOR INDEMNIFICATION, THE ADJUSTMENT OF THE PURCHASE
PRICE OR SIMILAR ADJUSTMENTS;
(XV)
INDEBTEDNESS CONSISTING OF OBLIGATIONS OF ANY BORROWER OR ANY
RESTRICTED SUBSIDIARY UNDER DEFERRED COMPENSATION OR OTHER SIMILAR ARRANGEMENTS
INCURRED BY SUCH PERSON IN CONNECTION WITH THE TRANSACTIONS AND PERMITTED
ACQUISITIONS;
(XVI)
CASH MANAGEMENT OBLIGATIONS AND OTHER INDEBTEDNESS IN RESPECT OF
NETTING SERVICES, OVERDRAFT PROTECTIONS AND SIMILAR ARRANGEMENTS IN EACH CASE IN
CONNECTION WITH CASH MANAGEMENT AND DEPOSIT ACCOUNTS;
(XVII)
INDEBTEDNESS CONSISTING OF (A) THE FINANCING OF INSURANCE PREMIUMS
OR (B) TAKE-OR-PAY OBLIGATIONS CONTAINED IN SUPPLY ARRANGEMENTS, IN EACH CASE,
IN THE ORDINARY COURSE OF BUSINESS;
(XVIII)
INDEBTEDNESS INCURRED BY ANY BORROWER OR ANY RESTRICTED SUBSIDIARY
CONSTITUTING REIMBURSEMENT OBLIGATIONS WITH RESPECT TO LETTERS OF CREDIT ISSUED
IN THE ORDINARY COURSE OF BUSINESS, INCLUDING IN RESPECT OF WORKERS COMPENSATION
CLAIMS, HEALTH, DISABILITY OR OTHER EMPLOYEE BENEFITS OR PROPERTY, CASUALTY OR
LIABILITY INSURANCE OR SELF-INSURANCE OR OTHER INDEBTEDNESS WITH RESPECT TO
REIMBURSEMENT-TYPE OBLIGATIONS REGARDING WORKERS COMPENSATION CLAIMS; PROVIDED
THAT UPON THE DRAWING OF SUCH LETTERS OF CREDIT OR THE INCURRENCE OF SUCH
INDEBTEDNESS, SUCH OBLIGATIONS ARE REIMBURSED WITHIN 30 DAYS FOLLOWING SUCH
DRAWING OR INCURRENCE;
(XIX)
OBLIGATIONS IN RESPECT OF SURETY, STAY, CUSTOMS AND APPEAL BONDS,
PERFORMANCE BONDS AND PERFORMANCE AND COMPLETION GUARANTEES PROVIDED BY ANY
BORROWER OR ANY RESTRICTED SUBSIDIARY OR OBLIGATIONS IN RESPECT OF LETTERS OF
CREDIT RELATED THERETO, IN EACH CASE IN THE ORDINARY COURSE OF BUSINESS OR
CONSISTENT WITH PAST PRACTICE;
(XX)
INDEBTEDNESS IN RESPECT OF ANY BANKERS' ACCEPTANCE, LETTER OF
CREDIT, WAREHOUSE RECEIPT OR SIMILAR FACILITIES ENTERED INTO IN THE ORDINARY
COURSE OF BUSINESS;
(XXI)
ATTRIBUTABLE INDEBTEDNESS AND INDEBTEDNESS INCURRED IN CONNECTION
WITH SALE-LEASEBACK TRANSACTIONS PERMITTED UNDER SECTION 7.05(J);
(XXII)
WITHOUT DUPLICATION OF ANY OTHER INDEBTEDNESS, NON-CASH ACCRUALS
OF INTEREST, ACCRETION OR AMORTIZATION OF ORIGINAL ISSUE DISCOUNT AND/OR
PAY-IN-KIND INTEREST TO THE EXTENT SUCH DEBT IS PERMITTED HEREUNDER;
(XXIII)
INDEBTEDNESS THAT IS UNSECURED OR THAT IS SECURED BY A SECOND OR
LOWER PRIORITY LIEN ON THE COLLATERAL IN AN OUTSTANDING PRINCIPAL AMOUNT NOT TO
EXCEED $185,000,000; PROVIDED THAT (A) SUCH INDEBTEDNESS SHALL BE IN FORM AND
SUBSTANCE REASONABLY ACCEPTABLE TO THE REQUIRED LENDERS (IT BEING UNDERSTOOD AND
AGREED THAT (X) THE TERMS AND CONDITIONS OF THE EXISTING SENIOR NOTES ARE
ACCEPTABLE, (Y) A MATURITY DATE THAT IS AT LEAST 181 DAYS AFTER THE MATURITY
DATE IS ACCEPTABLE AND (Z) RATE, FEE AND OTHER COMPONENTS OF YIELD THAT ARE
CONSISTENT WITH THE THEN CURRENT MARKET ARE ALSO ACCEPTABLE), (B) THE NET CASH
PROCEEDS THEREOF SHALL BE APPLIED AS A MANDATORY PREPAYMENT IN ACCORDANCE WITH
SECTION 2.05(B)(III) AND (C) THE LIEN ON THE COLLATERAL SECURING
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SUCH INDEBTEDNESS, IF ANY, SHALL BE SUBORDINATED TO THE LIEN OF THE COLLATERAL
AGENT WITH RESPECT THERETO PURSUANT TO AN INTERCREDITOR AGREEMENT ENTERED INTO
BY THE HOLDER(S) OF SUCH INDEBTEDNESS WITH THE ADMINISTRATIVE AGENT IN FORM AND
SUBSTANCE SUBSTANTIALLY SIMILAR TO THE INTERCREDITOR AGREEMENT OR OTHERWISE
REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT; AND
(XXIV)
ALL PREMIUMS (IF ANY), INTEREST (INCLUDING POST-PETITION INTEREST),
FEES, EXPENSES, CHARGES