THE COVENANTS SET FORTH IN SECTION 6.14, AFTER GIVING EFFECT TO
SUCH PERMITTED ACQUISITION AND THE INCURRENCE OR ISSUANCE OF SUCH INDEBTEDNESS;
(XIII)
INDEBTEDNESS (OTHER THAN FOR BORROWED MONEY)
SUBJECT TO LIENS PERMITTED UNDER SECTION 7.01;
(XIV)
INDEBTEDNESS REPRESENTING DEFERRED COMPENSATION TO
EMPLOYEES OF HOLDINGS AND ITS SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS;
(XV)
INDEBTEDNESS CONSISTING OF PROMISSORY NOTES
ISSUED BY ANY LOAN PARTY TO THEIR RESPECTIVE CURRENT OR FORMER OFFICERS,
DIRECTORS AND EMPLOYEES, THEIR RESPECTIVE ESTATES, SPOUSES OR FORMER SPOUSES TO
FINANCE THE PURCHASE OR REDEMPTION OF EQUITY INTERESTS OF HOLDINGS PERMITTED BY
SECTION 7.06;
(XVI)
INDEBTEDNESS INCURRED BY HOLDINGS OR ITS
SUBSIDIARIES IN A PERMITTED ACQUISITION OR DISPOSITION UNDER AGREEMENTS
PROVIDING FOR THE ADJUSTMENT OF THE PURCHASE PRICE OR SIMILAR ADJUSTMENTS, IN
EACH CASE TO THE EXTENT OF SUCH PURCHASE PRICE OR SIMILAR ADJUSTMENT;
(XVII)
INDEBTEDNESS CONSISTING OF OBLIGATIONS OF HOLDINGS
OR ITS SUBSIDIARIES UNDER DEFERRED COMPENSATION OR OTHER SIMILAR ARRANGEMENTS
INCURRED BY SUCH PERSON IN CONNECTION WITH THE NU-GRO TRANSACTION, THE UPG
ACQUISITION AND PERMITTED ACQUISITIONS;
(XVIII)
INDEBTEDNESS IN RESPECT OF NETTING SERVICES, OVERDRAFT
PROTECTIONS AND SIMILAR ARRANGEMENTS IN EACH CASE IN CONNECTION WITH DEPOSIT
ACCOUNTS AND ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS; AND
(XIX)
INDEBTEDNESS EXISTING AS OF THE AMENDMENT AND
RESTATEMENT CLOSING DATE AND DESCRIBED ON SCHEDULE 7.02;
(C)
IN THE CASE OF HOLDINGS:
(I)
INDEBTEDNESS UNDER THE LOAN DOCUMENTS;
(II)
UNSECURED INDEBTEDNESS OF HOLDINGS
("PERMITTED HOLDCO DEBT") THAT (A) IS NOT SUBJECT TO ANY GUARANTEE BY THE
BORROWER OR ANY RESTRICTED SUBSIDIARY, (B) WILL NOT MATURE PRIOR TO THE DATE
THAT IS NINETY-ONE (91) DAYS AFTER THE SCHEDULED MATURITY DATE OF THE SECOND
LIEN FACILITY, (C) HAS NO SCHEDULED AMORTIZATION OR PAYMENTS OF PRINCIPAL,
(D) DOES NOT PERMIT ANY PAYMENTS IN CASH OF INTEREST OR OTHER AMOUNTS IN RESPECT
OF THE PRINCIPAL THEREOF FOR AT LEAST FIVE (5) YEARS FROM THE DATE OF THE
ISSUANCE OR INCURRENCE THEREOF, (E) HAS MANDATORY PREPAYMENT, REPURCHASE OR
REDEMPTION, COVENANT, DEFAULT AND REMEDY PROVISIONS
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CUSTOMARY FOR SENIOR DISCOUNT NOTES OF AN ISSUER THAT IS THE PARENT OF A
BORROWER UNDER SENIOR SECURED CREDIT FACILITIES, AND IN ANY EVENT, WITH RESPECT
TO COVENANT, DEFAULT AND REMEDY PROVISIONS, NO MORE RESTRICTIVE THAN THOSE SET
FORTH IN THE INDENTURE FOR THE SENIOR SUBORDINATED NOTES TAKEN AS A WHOLE (OTHER
THAN PROVISIONS CUSTOMARY FOR SENIOR DISCOUNT NOTES OF A HOLDING COMPANY), AND
(F) CONTAINS PROVISIONS WITH RESPECT TO PAID-IN-KIND INTEREST WHICH ARE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT; PROVIDED THAT ANY SUCH
INDEBTEDNESS SHALL CONSTITUTE PERMITTED HOLDCO DEBT ONLY IF (I) BOTH BEFORE AND
AFTER GIVING EFFECT TO THE ISSUANCE OR INCURRENCE THEREOF, NO EVENT OF DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING, (II) AFTER GIVING PRO FORMA EFFECT TO THE
ISSUANCE OR INCURRENCE THEREOF, THE HOLDINGS TOTAL LEVERAGE RATIO SHALL BE LESS
THAN 5.50:1 AND THE TOTAL LEVERAGE RATIO SHALL BE LESS THAN 3.50:1, AND (III)
THE CHIEF FINANCIAL OFFICER OF THE BORROWER SHALL HAVE DELIVERED AN OFFICER'S
CERTIFICATE DEMONSTRATING PRO FORMA COMPLIANCE WITH THE COVENANTS