TIME NOT EXCEEDING $5,000,000 FOR ANY SUCH FOREIGN SUBSIDIARY
AND $20,000,000 IN THE AGGREGATE FOR ALL FOREIGN SUBSIDIARIES, AND ANY GUARANTY
OBLIGATIONS OF THE PARENT OR THE COMPANY IN RESPECT THEREOF;
(XII)
INDEBTEDNESS OF THE PARENT OR ANY OF ITS SUBSIDIARIES INCURRED TO
FINANCE A PERMITTED ACQUISITION OR THE PROCEEDS OF WHICH ARE USED TO PREPAY THE
TERM LOANS IN ACCORDANCE WITH SECTION 2.6; PROVIDED, IN EACH CASE THAT (A) SUCH
INDEBTEDNESS IS (AND ALL GUARANTY OBLIGATIONS WITH RESPECT TO SUCH INDEBTEDNESS
ARE) UNSECURED AND SUBORDINATED IN RIGHT AND TIME OF PAYMENT TO THE OBLIGATIONS
PURSUANT TO SUBORDINATION PROVISIONS THAT ARE EITHER (1) REASONABLY SATISFACTORY
TO THE ADMINISTRATIVE AGENT OR (2) CONFIRMED BY A NATIONALLY RECOGNIZED
INVESTMENT BANK (THAT IS NOT THE ADMINISTRATIVE AGENT OR AN AFFILIATE THEREOF)
AS MARKET TERMS AND CONDITIONS AT SUCH TIME FOR SIMILAR DEBT SECURITIES ISSUED
BY PERSONS WHOSE DEBT SECURITIES HAVE CREDIT RATINGS NOT GREATER THAN THAT OF
THE PARENT, (B) THE COVENANTS AND EVENTS OF DEFAULT OF SUCH INDEBTEDNESS ARE,
TAKEN AS A WHOLE, MATERIALLY LESS RESTRICTIVE THAN THOSE CONTAINED IN THIS
AGREEMENT (AND SHALL NOT INCLUDE ANY COVENANT OR EVENT OF DEFAULT MORE
RESTRICTIVE THAN THOSE CONTAINED IN THIS AGREEMENT), (C) BOTH IMMEDIATELY PRIOR
AND AFTER GIVING EFFECT THERETO, (1) NO DEFAULT OR EVENT OF DEFAULT SHALL EXIST
OR RESULT THEREFROM AND (2) THE COMPANY SHALL BE IN COMPLIANCE WITH THE
FINANCIAL COVENANTS SET FORTH IN ARTICLE VII, SUCH COMPLIANCE IMMEDIATELY AFTER
GIVING EFFECT THERETO DETERMINED WITH REGARD TO CALCULATIONS MADE ON A PRO FORMA
BASIS FOR THE REFERENCE PERIOD MOST RECENTLY ENDED, CALCULATED IN ACCORDANCE
WITH GAAP AS IF SUCH INDEBTEDNESS HAD BEEN INCURRED ON THE FIRST DAY OF SUCH
REFERENCE
103
PERIOD, AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE OF A
FINANCIAL OFFICER OF THE COMPANY TO SUCH EFFECT, AND (D) SUCH INDEBTEDNESS
MATURES, AND DOES NOT REQUIRE ANY SCHEDULED AMORTIZATION OR OTHER SCHEDULED OR
MANDATORY PAYMENTS OF PRINCIPAL PRIOR TO, AT LEAST SIX (6) MONTHS AFTER THE
TRANCHE B TERM LOAN MATURITY DATE, OTHER THAN (1) REDEMPTIONS MADE AT THE OPTION
OF THE HOLDERS OF SUCH INDEBTEDNESS UPON A CHANGE IN CONTROL OF THE ISSUER IN
CIRCUMSTANCES THAT WOULD ALSO CONSTITUTE A CHANGE OF CONTROL UNDER THIS
AGREEMENT (PROVIDED THAT ANY SUCH REDEMPTION CANNOT BE MADE FEWER THAN 30 DAYS
AFTER SUCH CHANGE IN CONTROL AND THAT ANY SUCH REDEMPTION IS FULLY SUBORDINATED
TO THE INDEFEASIBLE PAYMENT IN FULL OF ALL PRINCIPAL, INTEREST AND OTHER AMOUNTS
UNDER THE CREDIT DOCUMENTS) AND (2) MANDATORY PREPAYMENTS REQUIRED AS A RESULT
OF ASSET DISPOSITIONS IF SUCH INDEBTEDNESS ALLOWS THE ISSUER TO SATISFY SUCH
MANDATORY PREPAYMENT REQUIREMENT BY PREPAYMENT OF LOANS UNDER THIS AGREEMENT OR
OTHER SENIOR OBLIGATIONS OF THE ISSUER OR REINVESTMENT OF THE ASSET DISPOSITION
PROCEEDS WITHIN A SPECIFIED PERIOD OF TIME; AND
(XIII)
OTHER UNSECURED INDEBTEDNESS OF THE COMPANY AND ITS DOMESTIC
SUBSIDIARIES NOT EXCEEDING $20,000,000 IN AGGREGATE PRINCIPAL AMOUNT OUTSTANDING
AT ANY TIME.
8.3
LIENS.
EACH OF THE PARENT AND THE BORROWERS WILL NOT, AND WILL