TIME, TOGETHER WITH INDEBTEDNESS OUTSTANDING AND PERMITTED BY
SECTION 8.2(D) (WITHOUT DOUBLE COUNTING AND WITHOUT GIVING EFFECT TO
SECTION 8.1(C)(C)) DOES NOT EXCEED AN AMOUNT EQUAL TO 5% OF THE BORROWER'S
CONSOLIDATED NET TANGIBLE ASSETS AS OF THE END OF THE MOST RECENT FISCAL QUARTER
FOR WHICH THE BORROWER HAS DELIVERED FINANCIAL STATEMENTS AS REQUIRED BY
SECTION 7.1;
(N)
INDEBTEDNESS (INCLUDING INTRADAY CASH
MANAGEMENT LINES RELATING THERETO) OF THE BORROWER AND OF ITS SUBSIDIARIES
(OTHER THAN UK HOLDCO 1) AND GUARANTEE OBLIGATIONS WITH RESPECT THERETO BY THE
BORROWER AND/OR ITS SUBSIDIARIES PURSUANT TO OVER-DRAFT OR SIMILAR LINES OF
CREDIT (INCLUDING UNSECURED BACK-TO-BACK LINES OF CREDIT RELATING THERETO AMONG
FOREIGN SUBSIDIARIES, AN "OVERDRAFT FACILITY") SUCH THAT THE AGGREGATE AMOUNT OF
SUCH INDEBTEDNESS (OTHER THAN INTRADAY CASH MANAGEMENT LINES RELATING THERETO)
PERMITTED THEREUNDER OR OUTSTANDING UNDER THIS CLAUSE (N) AT ANY ONE TIME DOES
NOT EXCEED (WITHOUT DUPLICATION) $60,000,000 (OR THE DOLLAR EQUIVALENT THEREOF)
FOR MORE THAN ONE (1) CONSECUTIVE BUSINESS DAY, WITH RESPECT TO SUCH
INDEBTEDNESS (OTHER THAN INTRADAY CASH MANAGEMENT LINES RELATING THERETO),
PROVIDED, THAT NOT MORE THAN $20,000,000, WITH RESPECT TO SUCH INDEBTEDNESS
(OTHER THAN INTRADAY CASH MANAGEMENT LINES RELATING THERETO) MAY BE INCURRED BY
THE BORROWER AND ITS DOMESTIC SUBSIDIARIES, PROVIDED, FURTHER, HOWEVER, THAT THE
AGGREGATE PRINCIPAL AMOUNT OF INDEBTEDNESS (OTHER THAN INTRADAY CASH MANAGEMENT
LINES RELATING THERETO) OUTSTANDING UNDER EACH SUCH LINE SHALL BE REDUCED TO THE
DOLLAR EQUIVALENT OF $15,000,000 DURING AT LEAST ONE DAY DURING EACH CALENDAR
MONTH;
(O)
OTHER UNSECURED INDEBTEDNESS OF THE BORROWER
AND OF ITS SUBSIDIARIES OTHER THAN IN RESPECT OF BORROWED MONEY NOT TO EXCEED
$80,000,000 AT ANY TIME;
(P)
(I)
RECEIVABLES FACILITY ATTRIBUTED
INDEBTEDNESS AS LONG AS THE PROVISIONS OF SECTION 4.4(F) ARE COMPLIED WITH IN
CONNECTION WITH THE INCURRENCE OF SUCH RECEIVABLES FACILITY ATTRIBUTED
INDEBTEDNESS AND (II) INTERCOMPANY INDEBTEDNESS OF A RECEIVABLES SUBSIDIARY OWED
TO THE BORROWER OR ITS PARTICIPATING SUBSIDIARIES TO THE EXTENT SUCH
INDEBTEDNESS CONSTITUTES A PERMITTED INVESTMENT PURSUANT TO SECTION 8.7(O); AND
(Q)
INDEBTEDNESS OF FOREIGN SUBSIDIARIES
CONSISTING OF LIMITED RECOURSE OBLIGATIONS INCURRED IN THE ORDINARY COURSE
PURSUANT TO STANDARD DOCUMENTATION EVIDENCING FOREIGN FACTORING TRANSACTIONS.
8.3
Consolidation, Merger, Purchase or Sale of
Assets, etc.
The Borrower will not, and will not permit any of its Subsidiaries to, wind up,
liquidate or dissolve any of their affairs or enter into any transaction of
merger or consolidation, or convey, sell, lease or otherwise dispose of any of
its properties or assets (or, with respect to any such transaction involving all
or substantially all of the assets of the Borrower, enter into an agreement to
do any of the foregoing at any future time without the Administrative Agent's
prior written consent unless the effectiveness of such agreement is conditional
upon the consent of the Administrative Agent), or enter into any Sale and
Leaseback Transaction, except that:
(A)
THE BORROWER AND ITS SUBSIDIARIES MAY
CONSUMMATE THE TRANSACTION;
116
(B)
INVESTMENTS MAY BE MADE TO THE EXTENT
PERMITTED BY SECTION 8.7;
(C)
EACH OF THE BORROWER AND ITS SUBSIDIARIES
MAY