INDEBTEDNESS FIRST EXCEEDED THE
PERMITTED LIEN BASKET OR (Y) SUCH LIENS ARE RELEASED WITHIN SIX MONTHS;
(J)
LIENS IN RESPECT OF THE RECEIVABLES FACILITY AND LIENS IN RESPECT OF
ACCOUNTS SOLD BY THE BORROWER AND ITS SUBSIDIARIES PURSUANT TO A RECEIVABLES
PURCHASE TRANSACTION PERMITTED BY SECTION 7.07(F);
(K)
JUDGMENT LIENS IN RESPECT OF JUDGMENTS THAT DO NOT CONSTITUTE AN EVENT OF
DEFAULT UNDER CLAUSE (H), (I) OR (J) OF ARTICLE VIII;
(L)
LIENS SECURING OTHER INDEBTEDNESS OF THE BORROWER OR ANY OF ITS
SUBSIDIARIES NOT EXPRESSLY PERMITTED BY PARAGRAPHS (A) THROUGH (K); PROVIDED,
HOWEVER, THAT THE AGGREGATE AMOUNT OF INDEBTEDNESS SECURED BY LIENS PERMITTED
PURSUANT TO PARAGRAPHS (H) AND (I) ABOVE AND PURSUANT TO THIS PARAGRAPH (L) (AND
ANY EXTENSIONS, RENEWALS AND
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REFINANCINGS OF SUCH INDEBTEDNESS) SHALL NOT, SUBJECT TO THE SECOND PROVISO OF
PARAGRAPH (I) ABOVE, AT ANY TIME EXCEED THE PERMITTED LIEN BASKET; AND
(M)
ANY LIEN ON EXCESS MARGIN STOCK.
Notwithstanding anything contained in this Agreement to the contrary, the
Borrower shall not create, incur or assume, or permit any of its Subsidiaries to
create, incur or assume, any Priority Debt (other than Priority Debt resulting
from the securing of existing Indebtedness with Excess Margin Stock), if after
giving effect to such creation, incurrence or assumption the aggregate
outstanding amount of Priority Debt at the time of such creation, incurrence or
assumption would exceed 15% of the total consolidated assets of the Borrower and
its Subsidiaries at the most recent fiscal quarter end of the Borrower for which
financial statements have been delivered under Section 6.09(a) or (b) (or prior
to the first delivery of such financial statements, at the respective dates of
the most recent financial statements for the Borrower referred to in
Section 4.05(a)).
SECTION 7.02.
LIMITATION ON INDEBTEDNESS.
THE BORROWER SHALL NOT CREATE,
INCUR, ASSUME OR SUFFER TO EXIST, OR PERMIT ANY OF ITS SUBSIDIARIES TO CREATE,
INCUR, ASSUME OR SUFFER TO EXIST, ANY INDEBTEDNESS EXCEPT (SUBJECT TO THE FINAL
SENTENCE OF THIS SECTION 7.02):
(A)
THE LOANS AND ANY OTHER INDEBTEDNESS UNDER THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AND ALL LOANS, LETTERS OF CREDIT AND OTHER INDEBTEDNESS UNDER THE
THREE-YEAR CREDIT AGREEMENT, THE FIVE-YEAR CREDIT AGREEMENT AND ALL "LOAN
DOCUMENTS" AS DEFINED THEREIN;
(B)
INDEBTEDNESS EXISTING ON THE EFFECTIVE DATE AND SET FORTH IN SCHEDULE 7.02,
AND ANY EXTENSION, RENEWAL, REFUNDING AND REFINANCING THEREOF, PROVIDED THAT
AFTER GIVING EFFECT TO SUCH EXTENSION, RENEWAL, REFUNDING OR REFINANCING, (A)
THE PRINCIPAL AMOUNT THEREOF IS NOT INCREASED, (B) NEITHER THE TENOR NOR THE
REMAINING AVERAGE LIFE THEREOF IS REDUCED AND (C) THE INTEREST RATE THEREON IS
NOT INCREASED; PROVIDED, HOWEVER, THAT THE INDUSTRIAL REVENUE BONDS IDENTIFIED
BY AN ASTERISK IN SCHEDULE 7.02 MAY BE REFINANCED AT AN INTEREST RATE HIGHER
THAN THE RATE IN EFFECT IMMEDIATELY PRIOR TO SUCH REFINANCING;
(C)
INDEBTEDNESS OF THE BORROWER TO ANY OF ITS SUBSIDIARIES, OF ANY
WHOLLY-OWNED SUBSIDIARY OF THE BORROWER TO THE BORROWER OR OF ANY WHOLLY-OWNED
SUBSIDIARY OF THE BORROWER TO ANOTHER SUBSIDIARY OF THE