INDEBTEDNESS OF ANY PERSON THAT BECOMES A SUBSIDIARY AFTER THE DATE HEREOF
AND INDEBTEDNESS ACQUIRED OR ASSUMED IN CONNECTION WITH PERMITTED ACQUISITIONS;
PROVIDED THAT SUCH INDEBTEDNESS EXISTS AT THE TIME SUCH PERSON BECOMES A
SUBSIDIARY OR AT THE TIME OF SUCH PERMITTED ACQUISITION AND IS NOT CREATED IN
CONTEMPLATION OF OR IN CONNECTION THEREWITH;
(K) INDEBTEDNESS OF THE BORROWER PURSUANT TO (I) THE NEW NOTES IN AN ORIGINAL
AGGREGATE PRINCIPAL AMOUNT THAT IS NOT IN EXCESS OF $1,200,000,000 AND (II) THE
SENIOR SECURED TERM LOAN FACILITY IN AN AGGREGATE PRINCIPAL AMOUNT THAT IS NOT
IN EXCESS OF $1,975,000,000;
(L) OTHER UNSECURED INDEBTEDNESS IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING
$250,000,000 AT ANY TIME OUTSTANDING;
(M) SWAP OBLIGATIONS PURSUANT TO SWAP AGREEMENTS PERMITTED BY SECTION 6.07;
(N) INDEBTEDNESS CONSISTING OF PROMISSORY NOTES ISSUED BY ANY LOAN PARTY TO
CURRENT OR FORMER OFFICERS, DIRECTORS AND EMPLOYEES, THEIR RESPECTIVE ESTATES,
SPOUSES OR FORMER SPOUSES TO FINANCE THE PURCHASE OR REDEMPTION OF EQUITY
INTERESTS OF HOLDINGS (OR ANY DIRECT OR INDIRECT PARENT THEREOF) OR OF THE
BORROWER (FOLLOWING A QUALIFIED PUBLIC OFFERING OF THE BORROWER) PERMITTED BY
SECTION 6.08;
(O) INDEBTEDNESS CONSTITUTING INDEMNIFICATION OBLIGATIONS OR OBLIGATIONS IN
RESPECT OF PURCHASE PRICE OR OTHER SIMILAR ADJUSTMENTS IN CONNECTION WITH
ACQUISITIONS AND DISPOSITIONS PERMITTED UNDER THIS AGREEMENT;
(P) INDEBTEDNESS CONSISTING OF OBLIGATIONS OF HOLDINGS, THE BORROWER OR ANY
SUBSIDIARY UNDER DEFERRED COMPENSATION OR OTHER SIMILAR ARRANGEMENTS INCURRED BY
SUCH PERSON IN CONNECTION
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WITH THE TRANSACTIONS AND PERMITTED ACQUISITIONS OR ANY OTHER INVESTMENT
EXPRESSLY PERMITTED HEREUNDER;
(Q) CASH MANAGEMENT OBLIGATIONS AND OTHER INDEBTEDNESS IN RESPECT OF NETTING
SERVICES, OVERDRAFT PROTECTIONS AND SIMILAR ARRANGEMENTS IN EACH CASE IN
CONNECTION WITH DEPOSIT ACCOUNTS;
(R) INDEBTEDNESS CONSISTING OF (X) THE FINANCING OF INSURANCE PREMIUMS OR (Y)
TAKE-OR-PAY OBLIGATIONS CONTAINED IN SUPPLY ARRANGEMENTS, IN EACH CASE, IN THE
ORDINARY COURSE OF BUSINESS;
(S) INDEBTEDNESS INCURRED BY THE BORROWER OR ANY SUBSIDIARY IN RESPECT OF
LETTERS OF CREDIT, BANK GUARANTEES, BANKERS' ACCEPTANCES OR SIMILAR INSTRUMENTS
ISSUED OR CREATED IN THE ORDINARY COURSE OF BUSINESS; PROVIDED THAT ANY SUCH
DOCUMENTARY LETTER OF CREDIT OR OTHER SIMILAR INSTRUMENT MAY BE SECURED ONLY BY
LIENS ATTACHING TO THE RELATED DOCUMENTS OF TITLE AND NOT THE INVENTORY
REPRESENTED THEREBY;
(T) UNSECURED INDEBTEDNESS OF HOLDINGS ("PERMITTED HOLDINGS DEBT") (I) THAT IS
NOT SUBJECT TO ANY GUARANTEE BY THE BORROWER OR ANY SUBSIDIARY, (II) THAT WILL
NOT MATURE PRIOR TO THE DATE THAT IS NINETY-ONE (91) DAYS AFTER THE MATURITY
DATE, (III) THAT HAS NO SCHEDULED AMORTIZATION OR PAYMENTS OF PRINCIPAL (IT
BEING UNDERSTOOD THAT SUCH INDEBTEDNESS MAY HAVE MANDATORY PREPAYMENT,
REPURCHASE OR REDEMPTION PROVISIONS SATISFYING THE REQUIREMENTS OF CLAUSE (V)
HEREOF), (IV) THAT DOES NOT REQUIRE ANY PAYMENTS IN CASH OF INTEREST OR OTHER
AMOUNTS IN RESPECT OF THE PRINCIPAL THEREOF PRIOR TO THE EARLIER TO OCCUR OF (A)
THE DATE THAT IS FIVE (5) YEARS FROM THE DATE OF THE ISSUANCE OR INCURRENCE
THEREOF AND (B) THE DATE THAT IS NINETY-ONE (91) DAYS AFTER THE MATURITY DATE,
AND (V) THAT HAS MANDATORY PREPAYMENT, REPURCHASE