TRANSACTION AND PERMITTED
ACQUISITIONS;
(XVIII)
INDEBTEDNESS IN RESPECT OF NETTING SERVICES, OVERDRAFT PROTECTIONS
AND SIMILAR ARRANGEMENTS IN EACH CASE IN CONNECTION WITH DEPOSIT ACCOUNTS AND
ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS;
(XIX)
INDEBTEDNESS EXISTING AS OF THE CLOSING DATE AND DESCRIBED ON
SCHEDULE 7.02; AND
(XX)
INDEBTEDNESS IN RESPECT OF THE CANADIAN LOAN; AND
(C)
IN THE CASE OF HOLDINGS:
(I)
INDEBTEDNESS UNDER THE LOAN DOCUMENTS;
106
(II)
UNSECURED INDEBTEDNESS OF HOLDINGS ("PERMITTED HOLDCO DEBT") THAT
(A) IS NOT SUBJECT TO ANY GUARANTEE BY THE BORROWER OR ANY RESTRICTED
SUBSIDIARY, (B) WILL NOT MATURE PRIOR TO THE DATE THAT IS NINETY-ONE (91) DAYS
AFTER THE SCHEDULED MATURITY DATE OF THE TERM FACILITY, (C) HAS NO SCHEDULED
AMORTIZATION OR PAYMENTS OF PRINCIPAL, (D) DOES NOT PERMIT ANY PAYMENTS IN CASH
OF INTEREST OR OTHER AMOUNTS IN RESPECT OF THE PRINCIPAL THEREOF FOR AT LEAST
FIVE (5) YEARS FROM THE DATE OF THE ISSUANCE OR INCURRENCE THEREOF, (E) HAS
MANDATORY PREPAYMENT, REPURCHASE OR REDEMPTION, COVENANT, DEFAULT AND REMEDY
PROVISIONS CUSTOMARY FOR SENIOR DISCOUNT NOTES OF AN ISSUER THAT IS THE PARENT
OF A BORROWER UNDER SENIOR SECURED CREDIT FACILITIES, AND IN ANY EVENT, WITH
RESPECT TO COVENANT, DEFAULT AND REMEDY PROVISIONS, NO MORE RESTRICTIVE THAN
THOSE SET FORTH IN THE INDENTURE FOR THE SENIOR SUBORDINATED NOTES TAKEN AS A
WHOLE (OTHER THAN PROVISIONS CUSTOMARY FOR SENIOR DISCOUNT NOTES OF A HOLDING
COMPANY), AND (F) CONTAINS PROVISIONS WITH RESPECT TO PAID-IN-KIND INTEREST
WHICH ARE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT; PROVIDED THAT ANY
SUCH INDEBTEDNESS SHALL CONSTITUTE PERMITTED HOLDCO DEBT ONLY IF (I) BOTH BEFORE
AND AFTER GIVING EFFECT TO THE ISSUANCE OR INCURRENCE THEREOF, NO EVENT OF
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, (II) AFTER GIVING PRO FORMA
EFFECT TO THE ISSUANCE OR INCURRENCE THEREOF, THE HOLDINGS TOTAL LEVERAGE RATIO
SHALL BE LESS THAN 5.50:1 AND THE TOTAL LEVERAGE RATIO SHALL BE LESS THAN
3.50:1, AND (III) THE CHIEF FINANCIAL OFFICER OF THE BORROWER SHALL HAVE
DELIVERED AN OFFICER'S CERTIFICATE DEMONSTRATING PRO FORMA COMPLIANCE WITH THE
COVENANTS SET FORTH IN SECTION 6.14 IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT, IT BEING UNDERSTOOD THAT ANY
CAPITALIZED OR PAID-IN-KIND INTEREST OR ACCRETED PRINCIPAL ON SUCH INDEBTEDNESS
SHALL NOT CONSTITUTE AN ISSUANCE OR INCURRENCE OF INDEBTEDNESS FOR PURPOSES OF
THIS PROVISO;
(III)
INDEBTEDNESS PERMITTED PURSUANT TO CLAUSES (B)(II), (IV), (XIV),
(XV), (XVI) AND (XVII) ABOVE; AND
(IV)
INDEBTEDNESS OWED TO THE SELLER OF ANY PROPERTY ACQUIRED IN A
PERMITTED ACQUISITION ON AN UNSECURED SUBORDINATED BASIS SO LONG AS, IF
APPLICABLE, HOLDINGS COMPLIES WITH THE PROVISO IN SECTION 7.06(G)(V) (WHETHER OR
NOT ANY RESTRICTED PAYMENT IS MADE TO HOLDINGS).
7.03
Mergers, Etc.
Merge into or consolidate with any Person or permit
any Person to merge into or consolidate with it, or permit any of its
Subsidiaries to do so, except that:
(A)
ANY OF THE SUBSIDIARIES OF THE BORROWER MAY MERGE INTO OR
CONSOLIDATE WITH THE BORROWER; PROVIDED THAT THE BORROWER IS THE SURVIVING
CORPORATION;
(B)
ANY OF THE