ONLY TO THE EXTENT THEN OUTSTANDING) AND (Z) IF
CONSENTED TO BY THE LEAD ARRANGERS IN THEIR SOLE DISCRETION (AND SUBJECT TO THE
LAST SENTENCE OF SECTION 5.02(G)), IF THE FULL $200,000,000 OF POTENTIAL
INCREMENTAL REVOLVING LOAN COMMITMENTS HAVE NOT BEEN OBTAINED IN ACCORDANCE WITH
THE REQUIREMENTS OF SECTION 4.04, PERMITTED REFINANCING INDEBTEDNESS PURSUANT TO
THIS CLAUSE (I) MAY BE DEEMED INCURRED IN AN AMOUNT NOT TO EXCEED THE AMOUNT BY
WHICH $200,000,000 EXCEEDS THE AMOUNT OF INCREMENTAL REVOLVING LOAN COMMITMENTS
THERETOFORE OBTAINED, IN WHICH CASE THE $200,000,000 BASKET PURSUANT TO
SECTION 4.04 SHALL BE REDUCED BY THE AGGREGATE PRINCIPAL AMOUNT OF PERMITTED
REFINANCING INDEBTEDNESS SO INCURRED AND SUCH PERMITTED REFINANCING INDEBTEDNESS
SHALL BE DEEMED TO HAVE REFINANCED INCREMENTAL REVOLVING LOAN COMMITMENTS IN
SUCH AMOUNT;
(II)
INDEBTEDNESS OF THE BORROWER OR HOLDINGS
(WHICH MAY BE GUARANTEED BY ONE OR MORE CREDIT PARTIES, FOR SO LONG AS EACH SUCH
PERSON REMAINS A CREDIT PARTY HEREUNDER) INCURRED ON OR PRIOR TO THE MERGER
CLOSING DATE PURSUANT TO THE BRIDGE LOAN AGREEMENT AND/OR ONE OR MORE ISSUANCES
OF PERMITTED NOTES; PROVIDED THAT (X) ALL NET CASH PROCEEDS OF EACH INCURRENCE
OF INDEBTEDNESS PERMITTED PURSUANT TO THIS CLAUSE (II) SHALL BE USED SOLELY TO
FINANCE THE MERGER, THE TERMINATION OF THE PRIOR MERGER AGREEMENT, THE EXCHANGE
OFFER, THE BORROWER REFINANCING, THE TARGET REFINANCING AND/OR TOP-OFF PURCHASES
(IF ANY) AND TO PAY FEES AND EXPENSES INCURRED WITH THE TRANSACTION AND (Y) THE
AGGREGATE PRINCIPAL AMOUNT OF ALL INDEBTEDNESS INCURRED PURSUANT TO THIS CLAUSE
(II) SHALL NOT EXCEED $1,750,000,000;
(III)
UNTIL THE OCCURRENCE OF THE MERGER CLOSING
DATE, INDEBTEDNESS OF TARGET AND ITS SUBSIDIARIES THAT REMAINS OUTSTANDING
CONSISTENT WITH THE REQUIREMENTS OF THE SECOND SENTENCE OF SECTION 6.14 HEREOF;
(IV)
UNTIL AND INCLUDING THE 50TH DAY AFTER THE
MERGER CLOSING DATE, INDEBTEDNESS PURSUANT TO THE TARGET EXISTING NOTES BUT ONLY
IF THE ACTIONS REQUIRED BY THE PROVISO TO SECTION 10.13(B) HEREOF HAVE BEEN
TAKEN ON THE MERGER CLOSING DATE;
(V)
INDEBTEDNESS EXISTING ON THE DATE HEREOF AND
SET FORTH IN SCHEDULE 11.01;
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(VI)
INDEBTEDNESS OF (W) ANY CREDIT PARTY TO ANY
OTHER CREDIT PARTY, (X) HOLDINGS OR MERGERSUB TO TARGET REPRESENTING AMOUNTS
OWED TO TARGET FOR TOP-OFF PURCHASES OF TARGET COMMON STOCK PURCHASED FROM
TARGET, (Y) ANY CREDIT PARTY TO ANY FOREIGN SUBSIDIARY OR EXCLUDED SUBSIDIARY SO
LONG AS (1) SUCH INDEBTEDNESS ARISES PURSUANT TO SECTION 11.03(A)(XVI) OR IS
OTHERWISE IN A PRINCIPAL AMOUNT NOT IN EXCESS OF THE AMOUNT OF CASH LOANED TO
SUCH CREDIT PARTY FROM THE RESPECTIVE FOREIGN SUBSIDIARY OR EXCLUDED SUBSIDIARY,
(2) SUCH INDEBTEDNESS IS UNSECURED AND SUBORDINATED TO ITS OBLIGATIONS PURSUANT
TO THE RESPECTIVE CREDIT DOCUMENTS TO WHICH IT IS A PARTY (AND ANY OTHER SECURED
OBLIGATIONS) ON TERMS REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND
(3) SUCH INDEBTEDNESS IS NOT GUARANTEED BY ANY CREDIT PARTY, AND (Z) TARGET TO
THE BORROWER AS A RESULT OF LOANS MADE TO IT PURSUANT TO SECTION 11.04(XXIII);
(VII)
INDEBTEDNESS OF ANY SUBSIDIARY THAT IS NOT A
SUBSIDIARY GUARANTOR TO ANY OTHER SUBSIDIARY