IS NOT A SUBSIDIARY GUARANTOR,
PROVIDED IN EACH CASE THAT ANY SUCH LOAN OR ADVANCE IS SUBORDINATED IN RIGHT AND
TIME OF PAYMENT TO THE OBLIGATIONS AND IS EVIDENCED BY A PROMISSORY NOTE, IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND
PLEDGED TO THE ADMINISTRATIVE AGENT PURSUANT TO THE SECURITY DOCUMENTS, AND
PROVIDED FURTHER THAT ALL SUCH LOANS AND ADVANCES MADE PURSUANT TO CLAUSE (C)
ABOVE TO SUBSIDIARIES (INCLUDING FOREIGN SUBSIDIARIES) THAT ARE NOT SUBSIDIARY
GUARANTORS SHALL BE SUBJECT TO THE LIMITATIONS ON INVESTMENTS SET FORTH IN
SECTION 8.5;
(V)
INDEBTEDNESS OF THE CREDIT PARTIES UNDER HEDGE AGREEMENTS ENTERED
INTO IN THE ORDINARY COURSE OF BUSINESS TO MANAGE EXISTING OR ANTICIPATED
INTEREST RATE OR FOREIGN CURRENCY RISKS AND NOT FOR SPECULATIVE PURPOSES;
(VI)
INDEBTEDNESS EXISTING ON THE CLOSING DATE AND DESCRIBED IN
SCHEDULE 8.2 AND ANY RENEWALS, REPLACEMENTS, REFINANCINGS OR EXTENSIONS OF ANY
SUCH INDEBTEDNESS THAT DO NOT INCREASE THE OUTSTANDING PRINCIPAL AMOUNT THEREOF
OR RESULT IN AN EARLIER FINAL MATURITY DATE OR DECREASED WEIGHTED AVERAGE LIFE
THEREOF;
(VII)
INDEBTEDNESS CONSISTING OF GUARANTY OBLIGATIONS OF ANY CREDIT
PARTY INCURRED IN THE ORDINARY COURSE OF BUSINESS FOR THE BENEFIT OF ANOTHER
CREDIT PARTY, PROVIDED THAT THE PRIMARY OBLIGATION BEING GUARANTEED IS PERMITTED
BY THIS AGREEMENT, AND PROVIDED FURTHER THAT ANY GUARANTY OBLIGATIONS OF THE
PARENT, ANY BORROWER OR ANY SUBSIDIARY GUARANTOR OF OBLIGATIONS OF A SUBSIDIARY
THAT IS NOT A SUBSIDIARY GUARANTOR SHALL BE SUBJECT TO THE LIMITATIONS ON
INVESTMENTS SET FORTH IN SECTION 8.5;
102
(VIII)
UNSECURED INDEBTEDNESS ISSUED AFTER THE CLOSING DATE BY THE
COMPANY OR ANY OF ITS SUBSIDIARIES TO SELLERS IN CONNECTION WITH PERMITTED
ACQUISITIONS (INCLUDING INDEBTEDNESS CONSISTING OF CONTINGENT PURCHASE PRICE
OBLIGATIONS), IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING $30,000,000
OUTSTANDING AT ANY TIME, PROVIDED THAT SUCH INDEBTEDNESS (A) IS FULLY
SUBORDINATED IN RIGHT AND TIME OF PAYMENT TO THE OBLIGATIONS ON TERMS AND
CONDITIONS REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT, AND (B) SHALL HAVE
COVENANTS AND UNDERTAKINGS THAT ARE NO MORE RESTRICTIVE THAN THOSE CONTAINED
HEREIN AND SHALL NOT BE CROSS-DEFAULTED TO THIS AGREEMENT (BUT MAY BE
CROSS-ACCELERATED) (THE INDEBTEDNESS DESCRIBED IN THIS PARAGRAPH, "SELLER
SUBORDINATED INDEBTEDNESS"); AND GUARANTY OBLIGATIONS OF THE PARENT IN RESPECT
OF SELLER SUBORDINATED INDEBTEDNESS PERMITTED HEREUNDER, PROVIDED THAT SUCH
GUARANTY OBLIGATIONS COMPLY WITH CLAUSES (A) AND (B) ABOVE;
(IX)
INDEBTEDNESS THAT MAY BE DEEMED TO EXIST PURSUANT TO ANY
PERFORMANCE BOND, SURETY, STATUTORY APPEAL OR SIMILAR OBLIGATION ENTERED INTO OR
INCURRED BY THE COMPANY OR ANY OF ITS SUBSIDIARIES IN THE ORDINARY COURSE OF
BUSINESS;
(X)
INDEBTEDNESS OF THE PARENT AND ITS SUBSIDIARIES ARISING FROM THE
HONORING BY A BANK OR OTHER FINANCIAL INSTITUTION OF A CHECK, DRAFT OR SIMILAR
INSTRUMENT INADVERTENTLY (EXCEPT IN THE CASE OF DAYLIGHT OVERDRAFTS) DRAWN
AGAINST INSUFFICIENT FUNDS IN THE ORDINARY COURSE OF BUSINESS, PROVIDED THAT
SUCH INDEBTEDNESS IS EXTINGUISHED WITHIN FIVE BUSINESS DAYS OF ITS INCURRENCE;
(XI)
INDEBTEDNESS OF FOREIGN SUBSIDIARIES OF THE COMPANY UNDER WORKING
CAPITAL AND OTHER LOCAL CREDIT ARRANGEMENTS IN AN AGGREGATE PRINCIPAL AMOUNT
OUTSTANDING AT ANY