SUBSEQUENTLY BECOMES OR MERGES OR CONSOLIDATES WITH OR INTO A
LOAN PARTY (WHERE THE LOAN PARTY IS THE SURVIVING ENTITY) SHALL NOT THEREAFTER
BE INCLUDED IN THE CALCULATION OF SUCH $25,000,000 LIMIT; AND
(G)
SO LONG AS (I) THERE EXISTS NO DEFAULT BOTH
BEFORE AND AFTER GIVING EFFECT TO EACH SUCH INVESTMENT AND (II) THE CONSOLIDATED
LEVERAGE RATIO IS LESS THAN OR EQUAL TO 5.00 TO 1.00 FOR THE MOST RECENTLY
COMPLETED FOUR FISCAL QUARTERS AS DEMONSTRATED IN THE COMPLIANCE CERTIFICATE
DELIVERED IN ACCORDANCE WITH THE TERMS OF SECTION 6.02(A), THE BORROWER MAY MAKE
INVESTMENTS, INCLUDING, INVESTMENTS IN NON-WHOLLY OWNED SUBSIDIARIES.
Notwithstanding the foregoing, for purposes of calculating the aggregate amount
of Investments permitted pursuant to subsections (b) and (f) above, each
Investment of a Non-Wholly Owned Subsidiary made pursuant to either such clause
shall be included in the calculation of the limit in the applicable
subsection in an amount equal to (x) the amount of such Investment multiplied by
(y) the percentage interest of (calculated with respect to outstanding Equity
Interests owned by) the Loan Parties in the applicable Non-Wholly Owned
Subsidiary
7.03
INDEBTEDNESS.
CREATE, INCUR, ASSUME OR SUFFER TO
EXIST ANY INDEBTEDNESS, EXCEPT:
(A)
INDEBTEDNESS UNDER THE LOAN DOCUMENTS;
(B)
INDEBTEDNESS OUTSTANDING ON THE DATE HEREOF
AND LISTED ON SCHEDULE 7.03 AND ANY REFINANCINGS, REFUNDINGS, RENEWALS OR
EXTENSIONS THEREOF; PROVIDED THAT THE AMOUNT OF SUCH INDEBTEDNESS IS NOT
INCREASED AT THE TIME OF SUCH REFINANCING, REFUNDING, RENEWAL OR EXTENSION
EXCEPT BY AN AMOUNT EQUAL TO A REASONABLE PREMIUM OR OTHER REASONABLE AMOUNT
PAID, AND FEES AND EXPENSES REASONABLY INCURRED, IN CONNECTION WITH SUCH
REFINANCING AND BY AN AMOUNT EQUAL TO ANY EXISTING COMMITMENTS UNUTILIZED
THEREUNDER;
(C)
GUARANTEES OF (I) THE GUARANTORS IN RESPECT
OF INDEBTEDNESS OTHERWISE PERMITTED HEREUNDER SUBORDINATED TO THE OBLIGATIONS ON
TERMS SUBSTANTIALLY SIMILAR TO THE SUBORDINATION TERMS OF THE GUARANTEES IN THE
INDENTURE AND THE SENIOR SUBORDINATED NOTES DOCUMENTS, AND (II) THE BORROWER IN
RESPECT OF INDEBTEDNESS OTHERWISE PERMITTED HEREUNDER OF THE BORROWER OR ANY
OTHER GUARANTOR;
(D)
OBLIGATIONS (CONTINGENT OR OTHERWISE) OF THE
PARENT, THE BORROWER OR ANY SUBSIDIARY EXISTING OR ARISING UNDER ANY SWAP
CONTRACT, PROVIDED THAT SUCH OBLIGATIONS ARE (OR WERE) ENTERED INTO BY SUCH
PERSON IN THE ORDINARY COURSE OF BUSINESS FOR THE PURPOSE OF DIRECTLY MITIGATING
RISKS ASSOCIATED WITH LIABILITIES, COMMITMENTS, INVESTMENTS, ASSETS, OR PROPERTY
HELD OR REASONABLY ANTICIPATED BY SUCH PERSON, OR CHANGES IN THE VALUE
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OF SECURITIES ISSUED BY SUCH PERSON, AND NOT FOR PURPOSES OF SPECULATION OR
TAKING A "MARKET VIEW;"
(E)
SO LONG AS THERE EXISTS NO EVENT OF DEFAULT
OR PAYMENT DEFAULT UNDER SECTION 8.01(A) BOTH BEFORE AND AFTER GIVING EFFECT TO
EACH SUCH INCURRENCE (I) THE BORROWER AND THE PARENT MAY INCUR INDEBTEDNESS IN
RESPECT OF CAPITAL LEASES AND SIMILAR OBLIGATIONS, AND PURCHASE MONEY
OBLIGATIONS FOR FIXED OR CAPITAL ASSETS (SO LONG AS SUCH INDEBTEDNESS IS ONLY
SECURED TO THE EXTENT PROVIDED IN SECTION 7.01(I)), AND (II) THE BORROWER AND
THE PARENT MAY INCUR ADDITIONAL UNSECURED INDEBTEDNESS FROM TIME TO TIME
PROVIDED