ANY
DRAWING UNDER ANY SUCH LETTER OF CREDIT IS REIMBURSED IN FULL WITHIN SEVEN DAYS;
(K)
INDEBTEDNESS OF THE BORROWER OR ANY SUBSIDIARY GUARANTOR COMPRISING
"EARN-OUT" OBLIGATIONS PAYABLE IN CONNECTION WITH ANY PERMITTED ACQUISITION OR
PERMITTED JOINT VENTURE MADE BY THE BORROWER OR SUCH SUBSIDIARY GUARANTOR IN AN
AGGREGATE AMOUNT NOT TO EXCEED 5.0% OF THE AGGREGATE CONSIDERATION PAID BY THE
BORROWER OR SUCH SUBSIDIARY GUARANTOR IN CONNECTION WITH SUCH PERMITTED
ACQUISITION OR PERMITTED JOINT VENTURE (AND ANY RENEWALS OR EXTENSIONS THEREOF);
(L)
ACQUIRED INDEBTEDNESS IN AN AGGREGATE AMOUNT NOT TO EXCEED $5,000,000;
(M)
INDEBTEDNESS OF THE BORROWER OR ANY SUBSIDIARY GUARANTOR, SECURED ON A
SECOND PRIORITY BASIS BY THE COLLATERAL, IN AN AGGREGATE AMOUNT NOT TO EXCEED
$375,000,000 AT ANY ONE TIME OUTSTANDING, WHEN TAKEN TOGETHER WITH ANY
INDEBTEDNESS
65
AND UNDRAWN COMMITMENTS OUTSTANDING PURSUANT TO CLAUSE (A) OF THIS SECTION 7.2,
PROVIDED THAT (I) ANY ENTITY PROVIDING ANY GUARANTEE OR OTHER CREDIT SUPPORT IN
RESPECT OF ANY OBLIGATIONS INCURRED UNDER THIS CLAUSE (M) SHALL ALSO BE A
SUBSIDIARY GUARANTOR HEREUNDER AND (II) THE LENDERS IN RESPECT OF SUCH
INDEBTEDNESS SHALL HAVE ENTERED INTO AN INTERCREDITOR AGREEMENT ON TERMS AND
CONDITIONS REASONABLY SATISFACTORY TO THE REQUIRED LENDERS;
(N)
SUBORDINATED DEBT OF THE BORROWER (AND NOT OF ANY OF ITS SUBSIDIARIES) IN
AN AGGREGATE AMOUNT NOT TO EXCEED $500,000,000 AT ANY ONE TIME OUTSTANDING AND
GUARANTEE OBLIGATIONS OF ANY SUBSIDIARY GUARANTOR IN RESPECT OF SUCH
SUBORDINATED DEBT, PROVIDED THAT SUCH GUARANTEE OBLIGATIONS ARE SUBORDINATED TO
THE OBLIGATIONS (AND ANY GUARANTEE THEREOF) ON THE SAME TERMS AS SUCH
SUBORDINATED DEBT;
(O)
NON-RECOURSE INDEBTEDNESS IN AN AMOUNT FOR ANY PERMITTED JOINT VENTURE NOT
TO EXCEED 65% OF THE FAIR MARKET VALUE OF THE ASSETS OWNED BY SUCH PERMITTED
JOINT VENTURE; AND
(P)
OBLIGATIONS OF THE BORROWER TO REPURCHASE ALL OR A PORTION OF ITS
OUTSTANDING CAPITAL STOCK FROM SIMON FULLER PURSUANT TO THAT CERTAIN LOCK-IN AND
PUT AND CALL OPTION DEED DATED AS OF MARCH 17, 2005 (AS SUCH DEED IS IN EFFECT
AS OF THE CLOSING DATE), TO THE EXTENT SUCH OBLIGATIONS CONSTITUTE INDEBTEDNESS.
7.3.
LIENS.
CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY LIEN UPON ANY OF ITS
PROPERTY, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, EXCEPT FOR:
(A)
LIENS FOR TAXES, ASSESSMENTS OR GOVERNMENTAL CHARGES OR CLAIMS EITHER (I)
NOT DELINQUENT OR (II) THAT ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS, PROVIDED THAT ADEQUATE RESERVES WITH RESPECT THERETO ARE MAINTAINED
ON THE BOOKS OF THE BORROWER OR THE OTHER APPLICABLE GROUP MEMBERS, AS THE CASE
MAY BE, IN CONFORMITY WITH GAAP;
(B)
COMMON LAW OR STATUTORY LIENS OF LANDLORDS AND LIENS OF CARRIERS,
WAREHOUSEMEN, MECHANICS, MATERIALMEN, REPAIRMEN, MARITIME AND OTHER LIENS
IMPOSED BY LAW INCURRED IN THE ORDINARY COURSE OF BUSINESS THAT ARE NOT OVERDUE
FOR A PERIOD OF MORE THAN 30 DAYS OR THAT ARE BEING CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS;
(C)
PLEDGES OR DEPOSITS IN CONNECTION WITH WORKERS' COMPENSATION, UNEMPLOYMENT
INSURANCE AND OTHER SOCIAL SECURITY LEGISLATION;
(D)
DEPOSITS TO SECURE THE PERFORMANCE OF