INDEBTEDNESS, (B) AT THE TIME OF AND AFTER GIVING EFFECT TO
THE INCURRENCE OF SUCH INDEBTEDNESS, HOLDINGS AND THE BORROWER ARE IN
COMPLIANCE, ON A PRO FORMA BASIS AFTER GIVING EFFECT TO THE INCURRENCE OF SUCH
INDEBTEDNESS, WITH THE COVENANTS CONTAINED IN SECTIONS 6.12 AND 6.13 RECOMPUTED
AS OF THE LAST DAY OF THE MOST RECENTLY ENDED FISCAL QUARTER OF HOLDINGS FOR
WHICH FINANCIAL STATEMENTS HAVE BEEN DELIVERED PURSUANT TO SECTION 5.01, AS IF
(1) SUCH INDEBTEDNESS (AND ANY OTHER INDEBTEDNESS THEN OUTSTANDING THAT WAS
INCURRED PURSUANT TO CLAUSE (VI), (VII) OR (X) ABOVE OR THIS CLAUSE (XI)) HAD
BEEN INCURRED ON THE FIRST DAY OF THE RELEVANT PERIOD FOR TESTING COMPLIANCE (IN
THE CASE OF SECTION 6.12), (2) TOTAL INDEBTEDNESS AS OF THE LAST DAY OF SUCH
MOST RECENTLY ENDED FISCAL QUARTER WAS EQUAL TO TOTAL INDEBTEDNESS AT THE TIME
OF AND AFTER GIVING EFFECT TO THE INCURRENCE OF SUCH INDEBTEDNESS (IN THE CASE
OF SECTION 6.13), AND (3) ANY MATERIAL ACQUISITION OR MATERIAL DISPOSITION HAD
OCCURRED ON THE FIRST DAY OF THE RELEVANT PERIOD FOR TESTING COMPLIANCE (IN THE
CASE OF SECTION 6.12) AND (C) PRIOR TO THE INCURRENCE OF SUCH INDEBTEDNESS THE
BORROWER SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT A CERTIFICATE OF A
FINANCIAL OFFICER DESCRIBING THE INDEBTEDNESS TO BE INCURRED (AND ATTACHING TRUE
AND CORRECT COPIES OF THE DOCUMENTATION THEREFOR) AND CERTIFYING SATISFACTION OF
THE REQUIREMENTS SET FORTH IN THE DEFINITION OF "ADDITIONAL SUBORDINATED DEBT"
AND IN CLAUSES (A) AND (B) ABOVE (INCLUDING REASONABLY DETAILED CALCULATIONS
DEMONSTRATING SATISFACTION OF THE REQUIREMENT SET FORTH IN CLAUSE (B) ABOVE);
PROVIDED FURTHER THAT, FOR PURPOSES OF DETERMINING SATISFACTION OF THE
REQUIREMENTS OF CLAUSE (B) ABOVE, COMPLIANCE WITH SECTIONS 6.12 AND 6.13 SHALL
BE DETERMINED DISREGARDING ANY TERMINATION OF THE REVOLVING COMMITMENTS OR
DISCHARGE OF THE REVOLVING EXPOSURES AS THOUGH SUCH SECTIONS WERE IN EFFECT FOR
THE BENEFIT OF ALL LENDERS AND WITHOUT GIVING EFFECT TO ANY WAIVER, AMENDMENT OR
MODIFICATION THAT HAS NOT BEEN APPROVED BY THE REQUIRED LENDERS; AND
(XII) OTHER UNSECURED INDEBTEDNESS IN AN AGGREGATE PRINCIPAL AMOUNT NOT
EXCEEDING $25,000,000 AT ANY TIME OUTSTANDING; PROVIDED THAT THE AGGREGATE
PRINCIPAL AMOUNT OF INDEBTEDNESS OF THE SUBSIDIARIES PERMITTED BY THIS
CLAUSE (XII) SHALL NOT EXCEED $15,000,000 AT ANY TIME OUTSTANDING.
(B)
HOLDINGS WILL NOT CREATE, INCUR, ASSUME OR PERMIT TO EXIST ANY INDEBTEDNESS
EXCEPT INDEBTEDNESS CREATED UNDER THE LOAN DOCUMENTS AND GUARANTEES IN RESPECT
OF THE SENIOR UNSECURED DEBT, SUBORDINATED DEBT AND ADDITIONAL SUBORDINATED
DEBT.
(C)
NEITHER HOLDINGS NOR THE BORROWER WILL, NOR WILL THEY PERMIT ANY SUBSIDIARY
TO, ISSUE ANY PREFERRED STOCK OR OTHER PREFERRED EQUITY INTERESTS, OTHER THAN
(I) THOSE THAT DO NOT QUALIFY AS DISQUALIFIED STOCK ISSUED BY HOLDINGS AND (II)
PREFERRED EQUITY INTERESTS ISSUED BY HOLDINGS IN CONNECTION WITH THE HOLDINGS
CORPORATE
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CONVERSION THAT WOULD NOT CONSTITUTE DISQUALIFIED STOCK BUT FOR THE REQUIREMENT
THAT SUCH EQUITY INTERESTS BE REDEEMED UPON CONSUMMATION OF AN IPO.
(D)
THE BORROWER WILL NOT, AND THE BORROWER WILL NOT PERMIT ANY SUBSIDIARY TO,
DESIGNATE ANY INDEBTEDNESS (OTHER