LEASES AND SYNTHETIC LEASES, AND ANY INDEBTEDNESS ASSUMED IN
CONNECTION WITH THE ACQUISITION OF ANY ASSETS OR SECURED BY A LIEN ON SUCH
ASSETS PRIOR TO THE ACQUISITION THEREOF, AND EXTENSIONS, RENEWALS AND
REPLACEMENTS OF ANY SUCH INDEBTEDNESS THAT DO NOT INCREASE THE OUTSTANDING
PRINCIPAL AMOUNT THEREOF, PROVIDED
THAT THE AGGREGATE OUTSTANDING PRINCIPAL
AMOUNT OF INDEBTEDNESS PERMITTED BY THIS CLAUSE (G) SHALL NOT AT ANY ONE TIME
EXCEED $50,000,000 (BUT, IF RECOURSE TO SUCH PERSON IS LIMITED TO SUCH PROPERTY,
THEN THE AMOUNT OF SUCH INDEBTEDNESS OF SUCH PERSON SHALL BE DEEMED TO BE
LIMITED TO THE LESSER OF (I) THE OUTSTANDING AMOUNT OF SUCH SECURED
INDEBTEDNESS, AND (II) THE FAIR MARKET VALUE OF THE PROPERTY SUBJECT TO SUCH
LIEN);
(H)
INDEBTEDNESS OF ANY PERSON THAT BECOMES A SIGNIFICANT
SUBSIDIARY OR THAT IS MERGED WITH OR INTO THE COMPANY OR A SIGNIFICANT
SUBSIDIARY AFTER THE DATE HEREOF OR RELATED TO ASSETS OR PROPERTIES DESCRIBED IN
SECTION 7.01(K), PROVIDED
THAT SUCH INDEBTEDNESS EXISTS (I) AT THE TIME SUCH
PERSON BECOMES A SIGNIFICANT SUBSIDIARY AND IS NOT CREATED IN CONTEMPLATION OF
OR IN CONNECTION WITH SUCH PERSON BECOMING A SIGNIFICANT SUBSIDIARY, OR (II) AT
THE TIME THE PROPERTY OR ASSET IS ACQUIRED, AS APPLICABLE, AND IS NOT CREATED IN
CONTEMPLATION OF OR IN CONNECTION WITH SUCH PERSON BECOMING A SIGNIFICANT
SUBSIDIARY;
(I)
INDEBTEDNESS IN CONNECTION WITH ANY PERMITTED RECEIVABLES
SECURITIZATION FACILITY AND INDEBTEDNESS 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
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ActiveUS 170689984v.4
SUBSIDIARIES AGREE TO SELL, ASSIGN, PLEDGE AND TRANSFER TO A CREDIT INSURANCE
PROVIDER OR OTHER SIMILAR ENTITIES CERTAIN RECOURSE OBLIGATIONS; AND
(J)
INDEBTEDNESS OF FOREIGN SUBSIDIARIES OTHER THAN THE
DESIGNATED BORROWER; AND
(K)
OTHER INDEBTEDNESS OF THE COMPANY OR ITS SIGNIFICANT
SUBSIDIARIES IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING THE EXCESS OF 15% OF
CONSOLIDATED NET WORTH OVER THE AGGREGATE OUTSTANDING AMOUNT OF OBLIGATIONS
SECURED BY LIENS INCURRED IN ACCORDANCE WITH SECTION 7.01(S) AT ANY TIME
OUTSTANDING.
7.03.
FUNDAMENTAL CHANGES
.
The Borrowers shall not, nor shall the Company permit any Significant
Subsidiary to, merge, dissolve, liquidate, consolidate with or into another
Person, agree to or effect any acquisition of at least a majority of the Capital
Stock or all or substantially all of the assets of any Person or any division or
line of business of any Person, or Dispose of (whether in one transaction or in
a series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to or in favor of any Person, except that:
(A)
SO LONG AS NO DEFAULT EXISTS OR WOULD RESULT THEREFROM, THE
COMPANY MAY MERGE OR CONSOLIDATE WITH ANY OTHER PERSON PROVIDED THAT THE COMPANY
SHALL BE THE CONTINUING OR SURVIVING PERSON;
(B)
ANY SIGNIFICANT SUBSIDIARY MAY MERGE WITH (I) THE COMPANY,
PROVIDED
THAT THE COMPANY SHALL BE THE CONTINUING OR SURVIVING PERSON, (II) ANY
ONE OR MORE OTHER SUBSIDIARIES, PROVIDED THAT WHEN ANY SUBSIDIARY GUARANTOR