OR PROPERTY OF
THE COMPANY OR SUCH SUBSIDIARY OTHER THAN THE ASSETS OR PROPERTY BEING ACQUIRED
OR (II) SECURE ANY INDEBTEDNESS NOT PERMITTED UNDER SECTION 7.02;
(L)
ANY EXTENSION, RENEWAL OR REPLACEMENT (OR SUCCESSIVE
EXTENSIONS, RENEWALS OR REPLACEMENTS), IN WHOLE OR IN PART, OF ANY LIEN REFERRED
TO IN THE FOREGOING CLAUSES (I), (J) AND (K); PROVIDED, HOWEVER, THAT SUCH
EXTENSION, RENEWAL OR REPLACEMENT SHALL BE LIMITED TO ALL OR PART OF THE
PROPERTY WHICH SECURED THE LIEN SO EXTENDED, RENEWED OR REPLACED (PLUS
IMPROVEMENTS ON SUCH PROPERTY);
(M)
RIGHTS OF SETOFF AND SIMILAR ARRANGEMENTS IN FAVOR OF
DEPOSITORY AND SECURITIES INTERMEDIARIES TO SECURE CUSTOMARY FEES AND SIMILAR
AMOUNTS RELATED TO BANK ACCOUNTS OR SECURITIES ACCOUNTS;
(N)
ANY ENCUMBRANCE OR RESTRICTION (INCLUDING, WITHOUT
LIMITATION, PUT AND CALL AGREEMENTS AND TRANSFER RESTRICTIONS, BUT NOT PLEDGES)
WITH RESPECT TO THE CAPITAL STOCK OF ANY JOINT VENTURE OR SIMILAR ARRANGEMENT
CREATED PURSUANT TO THE JOINT VENTURE OR SIMILAR AGREEMENTS WITH RESPECT TO SUCH
JOINT VENTURE OR SIMILAR ARRANGEMENT;
(O)
[INTENTIONALLY OMITTED];
(P)
[INTENTIONALLY OMITTED];
(Q)
LIENS ON ASSETS OF ANY FOREIGN SUBSIDIARY SECURING
INDEBTEDNESS OF ANY FOREIGN SUBSIDIARY PERMITTED BY SECTION 7.02 (J);
(R)
LIENS CREATED PURSUANT TO AND IN ACCORDANCE WITH ANY
PERMITTED RECEIVABLES SECURITIZATION FACILITY AND LIENS CREATED IN CONNECTION
WITH RECOURSE OBLIGATIONS FOR CREDIT ENHANCEMENT OR LIQUIDITY PURPOSES, PURSUANT
TO ANY AGREEMENT PURSUANT TO WHICH THE COMPANY AND CERTAIN OF ITS SUBSIDIARIES
AGREE TO SELL, ASSIGN, PLEDGE AND TRANSFER TO A CREDIT INSURANCE PROVIDER OR
OTHER SIMILAR ENTITIES CERTAIN RECOURSE OBLIGATIONS; AND
(S)
OTHER LIENS ON ASSETS WHICH SECURE OBLIGATIONS IN AN
AGGREGATE AMOUNT NOT EXCEEDING THE EXCESS OF 15% OF CONSOLIDATED NET WORTH OVER
THE AGGREGATE OUTSTANDING AMOUNT OF INDEBTEDNESS THEN INCURRED IN ACCORDANCE
WITH SECTION 7.02(K) AT ANY TIME OUTSTANDING.
85
ActiveUS 170689984v.4
7.02.
INDEBTEDNESS
.
The Borrowers shall not, nor shall the Company permit any Significant
Subsidiary to, create, incur, assume or suffer to exist any Indebtedness,
except:
(A)
INDEBTEDNESS UNDER THE LOAN DOCUMENTS;
(B)
NON-PRIORITY INDEBTEDNESS OF THE COMPANY;
(C)
NON-PRIORITY INDEBTEDNESS OF SIGNIFICANT SUBSIDIARIES OF THE
COMPANY THAT ARE SUBSIDIARY GUARANTORS;
(D)
INDEBTEDNESS OUTSTANDING ON THE DATE HEREOF AND LISTED ON
SCHEDULE 7.02 AND ANY REFINANCINGS, REFUNDINGS, RENEWALS OR EXTENSIONS THEREOF;
PROVIDED
THAT THE AMOUNT OF SUCH INDEBTEDNESS IS NOT INCREASED AT THE TIME OF
SUCH REFINANCING, REFUNDING, RENEWAL OR EXTENSION EXCEPT BY AN AMOUNT EQUAL TO A
REASONABLE PREMIUM OR OTHER REASONABLE AMOUNT PAID, AND FEES AND EXPENSES
REASONABLY INCURRED, IN CONNECTION WITH SUCH REFINANCING AND BY AN AMOUNT EQUAL
TO ANY EXISTING COMMITMENTS UNUTILIZED THEREUNDER; PROVIDED
FURTHER
THAT THE
DIRECT OR CONTINGENT OBLIGOR WITH RESPECT TO SUCH INDEBTEDNESS IS NOT CHANGED.
(E)
INDEBTEDNESS OF THE COMPANY OR ANY SIGNIFICANT SUBSIDIARY TO
THE COMPANY OR ANY SUBSIDIARY;
(F)
GUARANTEES OF THE COMPANY OR ANY SIGNIFICANT SUBSIDIARY IN
RESPECT OF INDEBTEDNESS OR OTHER OBLIGATIONS OTHERWISE PERMITTED HEREUNDER OF
THE COMPANY OR OF ANY OTHER SUBSIDIARY;
(G)
INDEBTEDNESS INCURRED TO FINANCE THE ACQUISITION,
CONSTRUCTION OR IMPROVEMENT OF ANY FIXED OR CAPITAL ASSETS, INCLUDING UNDER
CAPITALIZED