SCHEDULE 7.01 (COLLECTIVELY, THE "EXISTING DEBT") AND ANY MODIFICATIONS,
REFINANCINGS, REFUNDINGS, RENEWALS OR EXTENSIONS THEREOF; PROVIDED, THAT (A) THE
AMOUNT OF SUCH INDEBTEDNESS IS NOT INCREASED AT THE TIME OF SUCH MODIFICATION,
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 OR AS OTHERWISE PERMITTED
PURSUANT TO SECTION 7.01, AND (B) THE TERMS AND CONDITIONS (INCLUDING, IF
APPLICABLE, AS TO COLLATERAL AND SUBORDINATION) OF ANY SUCH MODIFIED, EXTENDING,
REFUNDING OR REFINANCING INDEBTEDNESS ARE NOT MATERIALLY LESS FAVORABLE TO, AND
DO NOT ADVERSELY AFFECT THE INTERESTS OF, THE LENDERS AS COMPARED TO THE TERMS
AND CONDITIONS OF THE INDEBTEDNESS BEING MODIFIED, EXTENDED, REFUNDED OR
REFINANCED;
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(III)
INDEBTEDNESS OF THE LOAN PARTIES UNDER THIS AGREEMENT AND THE
OTHER TERM LOAN DOCUMENTS;
(IV)
INDEBTEDNESS ARISING UNDER THE SENIOR SUBORDINATED NOTE INDENTURE,
THE SENIOR SUBORDINATED NOTES, THE EXCHANGE NOTES AND ANY PERMITTED REFINANCING
THEREOF;
(V)
ATTRIBUTABLE INDEBTEDNESS AND PURCHASE MONEY INDEBTEDNESS OF THE
COMPANY AND ITS SUBSIDIARIES INCURRED AFTER THE CLOSING DATE TO FINANCE CAPITAL
EXPENDITURES; PROVIDED THAT (A) THE AGGREGATE AMOUNT OF ALL SUCH DEBT DOES NOT
EXCEED $15,000,000 AT ANY TIME OUTSTANDING, (B) THE DEBT WHEN INCURRED SHALL NOT
BE MORE THAN 105% OF THE LESSER OF THE COST OR FAIR MARKET VALUE AS OF THE TIME
OF ACQUISITION OF THE ASSET FINANCED, (C) SUCH DEBT IS ISSUED AND ANY LIENS
SECURING SUCH DEBT ARE CREATED CONCURRENTLY WITH, OR WITHIN 180 DAYS AFTER, THE
ACQUISITION OF THE ASSET FINANCED AND (D) NO LIEN SECURING SUCH DEBT SHALL
EXTEND TO OR COVER ANY PROPERTY OR ASSET OF ANY GROUP COMPANY OTHER THAN THE
ASSET SO FINANCED AND ATTACHMENTS THERETO AND THE PROCEEDS THEREOF;
(VI)
INDEBTEDNESS OF THE COMPANY OR ITS SUBSIDIARIES SECURED BY LIENS
PERMITTED BY CLAUSES (XVI), (XVII) AND (XVIII) OF SECTION 7.02 AND ANY OTHER
INDEBTEDNESS OF A PERSON WHOSE EQUITY INTERESTS OR ASSETS ARE ACQUIRED IN A
PERMITTED BUSINESS ACQUISITION WHICH IS ACQUIRED OR ASSUMED BY THE BORROWER OR A
SUBSIDIARY OF THE BORROWER IN SUCH PERMITTED BUSINESS ACQUISITION AND ANY
PERMITTED REFINANCING THEREOF; PROVIDED THAT (A) SUCH INDEBTEDNESS WAS NOT
INCURRED IN CONNECTION WITH, OR IN ANTICIPATION OF, THE EVENTS DESCRIBED IN SUCH
CLAUSES OR SUCH PERMITTED BUSINESS ACQUISITION, AND (B) SUCH DEBT (OTHER THAN
PRE-EXISTING ATTRIBUTABLE INDEBTEDNESS AND PURCHASE MONEY INDEBTEDNESS) DOES NOT
CONSTITUTE INDEBTEDNESS FOR BORROWED MONEY;
(VII)
UNSECURED SUBORDINATED DEBT OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES THAT IS ISSUED TO A SELLER OF ASSETS OR PERSON ACQUIRED IN A
PERMITTED BUSINESS ACQUISITION AND ANY PERMITTED REFINANCING THEREOF IF,
IMMEDIATELY PRIOR TO AND AFTER GIVING EFFECT THERETO, (A) NO EVENT OF DEFAULT
SHALL EXIST OR RESULT THEREFROM AND (B) THE COMPANY AND ITS SUBSIDIARIES WILL BE
IN COMPLIANCE ON A PRO-FORMA BASIS WITH THE FINANCIAL COVENANTS SET FORTH IN
SECTION 7.16;
(VIII)
CONTINGENT LIABILITIES IN RESPECT OF ANY INDEMNIFICATION,
ADJUSTMENT OF