OF THE BORROWER AND ITS SUBSIDIARIES;
(J)
LIENS CREATED UNDER ERISA (OR SUCH OTHER APPLICABLE LAW RELATING
TO FOREIGN PENSION PLANS) AND UNDER ENVIRONMENTAL LAWS THAT ARE BEING DILIGENTLY
CONTESTED IN GOOD FAITH AND AS TO WHICH ADEQUATE RESERVES HAVE BEEN ESTABLISHED
TO THE EXTENT REQUIRED BY GAAP AND SECURE OBLIGATIONS NOT IN EXCESS OF
$5,000,000 IN THE AGGREGATE;
(K)
PERMITTED ENCUMBRANCES;
(L)
ANY ATTACHMENT OR JUDGMENT LIEN SECURING ASSETS WITH A VALUE LESS
THAN $2,000,000 NOT CONSTITUTING AN EVENT OF DEFAULT UNDER SECTION 9.1(H) THAT
IS BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY PURSUED
AND FOR WHICH ADEQUATE RESERVES HAVE BEEN ESTABLISHED IN ACCORDANCE WITH GAAP;
121
(M)
THE LEASEHOLD INTERESTS OF CUSTOMERS IN RENTAL EQUIPMENT, IN EACH
CASE TO THE EXTENT THE RESPECTIVE LEASE IS ENTERED INTO BY THE BORROWER OR ITS
RESPECTIVE SUBSIDIARY IN THE ORDINARY COURSE OF ITS BUSINESS AND IS NOT PURSUANT
TO A SALE-LEASEBACK OR SIMILAR FINANCING TRANSACTION;
(N)
LIENS ON THE ASSETS OF NON-CANADIAN FOREIGN SUBSIDIARIES SECURING
INDEBTEDNESS OUTSTANDING UNDER SECTION 8.3(I);
(O)
LIENS GRANTED BY HOLDINGS AND/OR THE BORROWER TO SECURE THE
PERFORMANCE OF, AND REIMBURSEMENT OBLIGATIONS WITH RESPECT TO, BID, PERFORMANCE,
PAYMENT, SURETY, INDEMNITY, OR OTHER SIMILAR BONDS ARISING IN THE ORDINARY
COURSE OF BUSINESS (COLLECTIVELY, "SURETY BONDS") AND IN FAVOR OF THE PROVIDER
OF ANY SUCH SURETY BOND (ANY SUCH PROVIDER, A "SURETY"), SO LONG AS THE
OBLIGATIONS SO SECURED ARE OUTSTANDING UNDER SECTION 8.3(F) AND DO NOT EXCEED
THE BASKET AMOUNT CONTAINED IN SECTION 8.3(F) LESS THE AGGREGATE AMOUNT OF ALL
OBLIGATIONS SECURED BY LIENS PERMITTED UNDER CLAUSE (Y) OF SECTION 8.2(E);
PROVIDED, THAT (I) SUCH LIENS SHALL EXTEND ONLY TO (A) THE ASSETS, INTERESTS AND
OTHER PROPERTY DESCRIBED IN SCHEDULE XV AND (II) NOTHING HEREIN SHALL PERMIT
HOLDINGS, THE BORROWER OR ANY OF ITS SUBSIDIARIES TO DEPOSIT FUNDS DUE OR TO
BECOME DUE UNDER ANY CONTRACT FOR WHICH ANY SURETY HAS ISSUED A SURETY BOND INTO
ANY ACCOUNT OVER WHICH THE BORROWER (OR THE COLLATERAL AGENT) DOES NOT HAVE
UNILATERAL CONTROL OR INTO ANY TRUST ACCOUNT FOR THE BENEFIT OF ANY SURETY AND
ANY SUCH ACTION BY HOLDINGS, THE BORROWER OR ANY OF ITS SUBSIDIARIES SHALL BE
DEEMED TO BE AN IMMEDIATE EVENT OF DEFAULT; AND
(P)
LIENS OTHER THAN THOSE DESCRIBED IN THE PRECEDING CLAUSES (A)
THROUGH (O) SO LONG AS NEITHER (I) THE AGGREGATE AMOUNT OF OBLIGATIONS AT ANY
TIME SECURED THEREBY, NOR (II) THE AGGREGATE FAIR MARKET VALUE OF THE ASSETS
SUBJECT THERETO, EXCEEDS $7,500,000 AT ANY TIME.
8.3
INDEBTEDNESS.
HOLDINGS AND THE BORROWER WILL NOT, AND WILL NOT
PERMIT ANY OF THEIR RESPECTIVE SUBSIDIARIES TO, CONTRACT, CREATE, INCUR, ASSUME
OR SUFFER TO EXIST ANY INDEBTEDNESS, EXCEPT:
(A)
INDEBTEDNESS INCURRED PURSUANT TO THIS CREDIT AGREEMENT AND THE
OTHER CREDIT DOCUMENTS;
(B)
CAPITALIZED LEASE OBLIGATIONS AND INDEBTEDNESS OF THE BORROWER AND
ITS SUBSIDIARIES SECURED BY LIENS PERMITTED BY SECTION 8.2(H) IN AN AGGREGATE
AMOUNT NOT TO EXCEED $15,000,000 OUTSTANDING AT ANY TIME;
(C)
EXISTING INDEBTEDNESS (OTHER THAN UNDER THE SENIOR UNSECURED NOTES
OR