OF THE CLOSING DATE, (B) $200,000,000 FOR THE PERIOD FROM THE CLOSING DATE TO
THE SECOND ANNIVERSARY OF THE CLOSING DATE AND (C) $250,000,000 FOR THE PERIOD
FROM THE CLOSING DATE TO THE MATURITY DATE WITH RESPECT TO THE TERM LOANS;
(H)
(I) INDEBTEDNESS OF THE COMPANY AND THE RESTRICTED SUBSIDIARIES (A) ASSUMED
IN CONNECTION WITH ANY PERMITTED ACQUISITION; PROVIDED THAT SUCH INDEBTEDNESS IS
NOT INCURRED IN CONTEMPLATION OF SUCH PERMITTED ACQUISITION, OR (B) INCURRED TO
FINANCE A PERMITTED ACQUISITION AND (II) ANY PERMITTED REFINANCING OF THE
FOREGOING; PROVIDED, IN EACH CASE THAT SUCH INDEBTEDNESS AND ALL INDEBTEDNESS
RESULTING FROM ANY PERMITTED REFINANCING THEREOF (T) IS UNSECURED, (U) BOTH
IMMEDIATELY PRIOR AND AFTER GIVING EFFECT THERETO, (1) NO EVENT OF DEFAULT SHALL
EXIST OR RESULT THEREFROM AND (2) THE COMPANY AND THE RESTRICTED SUBSIDIARIES
WILL BE IN PRO FORMA COMPLIANCE WITH THE COVENANTS SET FORTH IN SECTION 7.10,
SUCH COMPLIANCE TO BE DETERMINED ON THE BASIS OF THE FINANCIAL INFORMATION MOST
RECENTLY DELIVERED TO THE ADMINISTRATIVE AGENT AND THE LENDERS PURSUANT TO
SECTION 6.01(A) OR (B) AS THOUGH SUCH INDEBTEDNESS HAD BEEN ASSUMED OR INCURRED
AS OF THE FIRST DAY OF THE FISCAL PERIOD COVERED THEREBY AND EVIDENCED BY A
CERTIFICATE FROM THE CHIEF FINANCIAL OFFICER OF THE COMPANY DEMONSTRATING SUCH
COMPLIANCE CALCULATION IN REASONABLE DETAIL, (V) SUBJECT TO CLAUSE (Y) BELOW,
MATURES AFTER, AND DOES NOT REQUIRE ANY SCHEDULED AMORTIZATION OR OTHER
SCHEDULED PAYMENTS OF PRINCIPAL PRIOR TO, THE MATURITY DATE OF THE TERM LOANS
(IT BEING UNDERSTOOD THAT SUCH INDEBTEDNESS MAY HAVE MANDATORY PREPAYMENT,
REPURCHASE OR REDEMPTIONS PROVISIONS SATISFYING THE REQUIREMENT OF CLAUSE
(W) HEREOF), (W) SUBJECT TO CLAUSE (Y) BELOW, HAS TERMS AND CONDITIONS (OTHER
THAN INTEREST RATE AND OTHER PRICING TERMS, REDEMPTION AND PREPAYMENT PREMIUMS
AND SUBORDINATION TERMS) WHICH, WHEN TAKEN AS A WHOLE, ARE NOT MATERIALLY LESS
FAVORABLE TO THE LENDERS (IN THE REASONABLE GOOD FAITH DETERMINATION OF THE
COMPANY) THAN THE TERMS AND CONDITIONS OF THE SENIOR SUBORDINATED NOTE INDENTURE
AS OF THE CLOSING DATE; PROVIDED THAT THE COMPANY SHALL DELIVER TO THE
ADMINISTRATIVE AGENT, AT LEAST FIVE BUSINESS DAYS PRIOR TO THE INCURRENCE OF
SUCH INDEBTEDNESS, A CERTIFICATE OF A RESPONSIBLE OFFICER, TOGETHER WITH A
REASONABLY DETAILED DESCRIPTION OF THE MATERIAL TERMS AND CONDITIONS OF SUCH
INDEBTEDNESS OR DRAFTS OF THE DOCUMENTATION RELATING THERETO, STATING THAT THE
COMPANY HAS DETERMINED IN GOOD FAITH THAT SUCH TERMS AND CONDITIONS SATISFY THE
FOREGOING REQUIREMENT; (X) SUBJECT TO CLAUSE (Y) BELOW, WITH RESPECT TO SUCH
INDEBTEDNESS DESCRIBED IN THE IMMEDIATELY PRECEDING CLAUSE (B), IS INCURRED BY
THE COMPANY OR A SUBSIDIARY THAT IS A LOAN PARTY; (Y) THE AGGREGATE PRINCIPAL
AMOUNT OF SUCH INDEBTEDNESS INCURRED PURSUANT TO CLAUSE (B) AND ALL INDEBTEDNESS
RESULTING FROM ANY PERMITTED REFINANCING THEREOF, IN EACH CASE WHICH
INDEBTEDNESS OR REFINANCING INDEBTEDNESS WOULD
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OTHERWISE NOT BE PERMITTED BY CLAUSES (V), (W) OR (X) ABOVE, AT ANY TIME
OUTSTANDING PURSUANT TO THIS PARAGRAPH (H) (TOGETHER WITH THE AGGREGATE
PRINCIPAL AMOUNT OF INDEBTEDNESS INCURRED PURSUANT TO SECTION 7.03(G) AND ALL
INDEBTEDNESS RESULTING