INTERESTS AND LIENS IN FAVOR OF THE QUALIFIED DEBT AGENT ARE
JUNIOR AND SUBORDINATE TO THE SECURITY INTERESTS AND LIENS ON THE COLLATERAL
(OTHER THAN WITH RESPECT TO THE QUALIFIED DEBT OFFERING PRIORITY COLLATERAL)
GRANTED BY BORROWERS AND GUARANTORS IN FAVOR OF ADMINISTRATIVE AGENT AS SET
FORTH IN THE QUALIFIED DEBT INTERCREDITOR AGREEMENT, IN FORM AND SUBSTANCE
SATISFACTORY TO ADMINISTRATIVE AGENT
AND THE REQUIRED LENDERS;
(O)
THE SECURITY INTERESTS AND LIENS SET FORTH ON SCHEDULE 8.4 TO THE
INFORMATION CERTIFICATE;
(P)
PLEDGES OF STOCK OF THIRD PARTIES ACQUIRED BY BORROWERS IN THE ORDINARY
COURSE OF BUSINESS IN CONNECTION WITH INVESTMENTS PERMITTED UNDER SECTION
9.10(K) HEREOF; AND
(Q)
OTHER SECURITY INTERESTS AND LIENS NOT DESCRIBED UNDER THIS SECTION 9.8
TO SECURE INDEBTEDNESS PERMITTED UNDER SECTION 9.9 HEREOF, TO THE EXTENT THAT
SUCH SECURITY INTERESTS AND LIENS DO NOT, IN THE AGGREGATE, SECURE INDEBTEDNESS
IN EXCESS OF $10,000,000; PROVIDED, THAT, SUCH SECURITY INTERESTS AND LIENS
SHALL NOT ENCUMBER PROPERTY OR ASSETS OF ANY BORROWER OR GUARANTOR CONSISTING OF
(I) RECEIVABLES, INVENTORY, EQUIPMENT, ROLLING STOCK, REAL PROPERTY, DEPOSIT
ACCOUNTS, (II) INSTRUMENTS, DOCUMENTS, INVESTMENT PROPERTY, LETTERS OF CREDIT,
SUPPORTING OBLIGATIONS AND CHATTEL PAPER, IN EACH CASE, RELATED TO THE ASSETS
DESCRIBED IN CLAUSE (I) ABOVE, (III) RECORDS RELATED TO ANY OF THE FOREGOING AND
(IV) PROCEEDS AND PRODUCTS OF ANY OF THE ITEMS OF TYPES OF ASSETS DESCRIBED IN
CLAUSES (I) THROUGH (III) ABOVE.
139
9.9
INDEBTEDNESS
.
Each Borrower and Guarantor shall not, and shall not permit any Subsidiary
to, incur, create, assume, become or be liable in any manner with respect to, or
permit to exist, any Indebtedness, or guarantee, assume, endorse, or otherwise
become responsible for (directly or indirectly), the Indebtedness, performance,
obligations or dividends of any other Person, except:
(A)
THE OBLIGATIONS;
(B)
PURCHASE MONEY INDEBTEDNESS (INCLUDING CAPITAL LEASES) EXISTING ON THE
EFFECTIVE DATE OR ARISING AFTER THE EFFECTIVE DATE TO THE EXTENT SECURED BY
PURCHASE MONEY SECURITY INTERESTS IN EQUIPMENT (INCLUDING CAPITAL LEASES) AND
PURCHASE MONEY MORTGAGES ON REAL PROPERTY SO LONG AS SUCH SECURITY INTERESTS AND
MORTGAGES DO NOT APPLY TO ANY PROPERTY OF SUCH BORROWER, GUARANTOR OR SUBSIDIARY
OTHER THAN THE EQUIPMENT OR REAL PROPERTY SO ACQUIRED, AND THE INDEBTEDNESS
SECURED THEREBY DOES NOT EXCEED THE COST OF THE EQUIPMENT OR REAL PROPERTY SO
ACQUIRED, AS THE CASE MAY BE;
(C)
GUARANTEES BY ANY BORROWER OR GUARANTOR OF THE OBLIGATIONS OF THE OTHER
BORROWERS OR GUARANTORS IN FAVOR OF ADMINISTRATIVE AGENT FOR THE BENEFIT OF
LENDERS;
(D)
THE INDEBTEDNESS OF ANY BORROWER OR GUARANTOR TO ANY OTHER BORROWER OR
GUARANTOR ARISING AFTER THE EFFECTIVE DATE PURSUANT TO LOANS BY ANY BORROWER OR
GUARANTOR PERMITTED UNDER SECTION 9.10(G) HEREOF;
(E)
[INTENTIONALLY OMITTED];
(F)
INDEBTEDNESS ARISING AFTER THE EFFECTIVE DATE TO THE QUALIFIED DEBT
AGENT OR OTHER HOLDERS THEREOF (BUT NOT TO ANY OTHER BORROWER OR GUARANTOR OR
OTHER SUBSIDIARY OF PARENT) PURSUANT TO THE QUALIFIED DEBT OFFERING, PROVIDED,
THAT, EACH OF THE FOLLOWING CONDITIONS IS SATISFIED:
(I) THE AGGREGATE PRINCIPAL AMOUNT OF SUCH INDEBTEDNESS SHALL NOT EXCEED