(L), (T), (V) AND (W) HEREOF; PROVIDED
THAT, (I) THE PRINCIPAL AMOUNT (OR ACCRETED VALUE, IF APPLICABLE) THEREOF DOES
NOT EXCEED THE PRINCIPAL AMOUNT (OR ACCRETED VALUE, IF APPLICABLE) OF THE
INDEBTEDNESS SO EXTENDED, REFINANCED, REFUNDED, REPLACED OR RENEWED,
98
EXCEPT BY AN AMOUNT EQUAL TO UNPAID ACCRUED INTEREST AND PREMIUM (INCLUDING
APPLICABLE PREPAYMENT PENALTIES) THEREON (OR, IN THE CASE OF THE SENIOR SECURED
TERM LOAN FACILITY, THE AMOUNT SET FORTH IN SECTION 6.01(K)(II), IF GREATER)
PLUS FEES AND EXPENSES REASONABLY INCURRED IN CONNECTION THEREWITH, (II) ANY
LIENS SECURING SUCH INDEBTEDNESS ARE NOT EXTENDED TO ANY ADDITIONAL PROPERTY OF
ANY LOAN PARTY, (III) NO LOAN PARTY THAT IS NOT ORIGINALLY OBLIGATED WITH
RESPECT TO REPAYMENT OF SUCH INDEBTEDNESS IS REQUIRED TO BECOME OBLIGATED WITH
RESPECT THERETO, (IV) OTHER THAN IN RESPECT TO INDEBTEDNESS REFERRED TO IN
CLAUSE (E)(II), SUCH EXTENSION, REFINANCING, REFUNDING, REPLACEMENT OR RENEWAL
DOES NOT RESULT IN A SHORTENING OF THE AVERAGE WEIGHTED MATURITY OF THE
INDEBTEDNESS SO EXTENDED, REFINANCED, REFUNDED, REPLACED OR RENEWED, (V) IF THE
INDEBTEDNESS THAT IS EXTENDED, REFINANCED, REFUNDED, REPLACED OR RENEWED WAS
SUBORDINATED IN RIGHT OF PAYMENT TO THE SECURED OBLIGATIONS, THEN THE TERMS AND
CONDITIONS OF THE EXTENSION, REFINANCING, REFUNDING, REPLACEMENT OR RENEWAL
INDEBTEDNESS MUST INCLUDE SUBORDINATION TERMS AND CONDITIONS THAT ARE AT LEAST
AS FAVORABLE TO THE LENDERS AS THOSE THAT WERE APPLICABLE TO THE EXTENDED,
REFINANCED, REFUNDED, REPLACED OR RENEWED INDEBTEDNESS AND (VI) WITH RESPECT TO
ANY SUCH EXTENSION, REFINANCING, REFUNDING, REPLACEMENT OR RENEWAL OF THE SENIOR
SECURED TERM LOAN FACILITY OR ANY TERM LOAN PARI PASSU LIEN OBLIGATIONS, SUCH
REFINANCING INDEBTEDNESS, IF SECURED, IS SECURED ONLY BY ASSETS OF THE LOAN
PARTIES THAT CONSTITUTE COLLATERAL FOR THE OBLIGATIONS PURSUANT TO A SECURITY
AGREEMENT SUBJECT TO THE INTERCREDITOR AGREEMENT OR ANOTHER INTERCREDITOR
AGREEMENT IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE AGENT AND IN ANY
EVENT THAT IS NO LESS FAVORABLE TO THE SECURED PARTIES THAN THE INTERCREDITOR
AGREEMENT;
(H)
INDEBTEDNESS OWED TO ANY PERSON PROVIDING WORKERS' COMPENSATION,
HEALTH, DISABILITY OR OTHER EMPLOYEE BENEFITS OR PROPERTY, CASUALTY OR LIABILITY
INSURANCE, PURSUANT TO REIMBURSEMENT OR INDEMNIFICATION OBLIGATIONS TO SUCH
PERSON, IN EACH CASE INCURRED IN THE ORDINARY COURSE OF BUSINESS;
(I)
INDEBTEDNESS OF THE COMPANY OR ANY SUBSIDIARY IN RESPECT OF
PERFORMANCE BONDS, BID BONDS, APPEAL BONDS, SURETY BONDS, PERFORMANCE AND
COMPLETION GUARANTEES AND SIMILAR OBLIGATIONS, OR OBLIGATIONS IN RESPECT OF
LETTERS OF CREDIT, BANK GUARANTEES OR SIMILAR INSTRUMENTS RELATED THERETO, IN
EACH CASE PROVIDED IN THE ORDINARY COURSE OF BUSINESS;
(J)
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 COMPANY PURSUANT TO (I) THE EXISTING NOTES 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 INDEBTEDNESS