OF CREDIT OR OTHER SIMILAR INSTRUMENT MAY BE SECURED ONLY BY LIENS
ATTACHING TO THE RELATED DOCUMENTS OF TITLE AND NOT THE INVENTORY REPRESENTED
THEREBY;
(T)
UNSECURED INDEBTEDNESS OF HOLDINGS ("PERMITTED HOLDINGS DEBT")
(I) THAT IS NOT SUBJECT TO ANY GUARANTEE BY THE COMPANY OR ANY SUBSIDIARY,
(II) THAT WILL NOT MATURE PRIOR TO THE DATE THAT IS NINETY-ONE (91) DAYS AFTER
THE MATURITY DATE, (III) THAT HAS NO SCHEDULED AMORTIZATION OR PAYMENTS OF
PRINCIPAL (IT BEING UNDERSTOOD THAT SUCH INDEBTEDNESS MAY HAVE MANDATORY
PREPAYMENT, REPURCHASE OR REDEMPTION PROVISIONS SATISFYING THE REQUIREMENTS OF
CLAUSE (V) HEREOF), (IV) THAT DOES NOT REQUIRE ANY PAYMENTS IN CASH OF INTEREST
OR OTHER AMOUNTS IN RESPECT OF THE PRINCIPAL THEREOF PRIOR TO THE EARLIER TO
OCCUR OF (A) THE DATE THAT IS FIVE (5) YEARS FROM THE DATE OF THE ISSUANCE OR
INCURRENCE THEREOF AND (B) THE DATE THAT IS NINETY-ONE (91) DAYS AFTER THE
MATURITY DATE, AND (V) THAT HAS MANDATORY PREPAYMENT, REPURCHASE OR REDEMPTION,
COVENANT, DEFAULT AND REMEDY PROVISIONS 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 SENIOR SUBORDINATED
NOTES DOCUMENTS TAKEN AS A WHOLE (OTHER THAN PROVISIONS CUSTOMARY FOR SENIOR
DISCOUNT NOTES OF A HOLDING COMPANY); PROVIDED THAT A CERTIFICATE OF A
RESPONSIBLE OFFICER OF THE COMPANY DELIVERED TO THE AGENT AT LEAST FIVE
(5) BUSINESS DAYS PRIOR TO THE INCURRENCE OF SUCH INDEBTEDNESS, 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 SHALL BE CONCLUSIVE EVIDENCE THAT SUCH TERMS AND
CONDITIONS SATISFY THE FOREGOING REQUIREMENT UNLESS THE AGENT NOTIFIES THE
COMPANY WITHIN SUCH FIVE (5) BUSINESS DAY PERIOD THAT IT DISAGREES WITH SUCH
DETERMINATION (INCLUDING A REASONABLE DESCRIPTION OF THE BASIS UPON WHICH IT
DISAGREES); AND PROVIDED, FURTHER, THAT ANY SUCH INDEBTEDNESS SHALL CONSTITUTE
PERMITTED HOLDINGS DEBT ONLY IF BOTH BEFORE AND AFTER GIVING EFFECT TO THE
ISSUANCE OR INCURRENCE THEREOF, NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING;
(U)
INDEBTEDNESS SUPPORTED BY A LETTER OF CREDIT, IN A PRINCIPAL
AMOUNT NOT TO EXCEED THE FACE AMOUNT OF SUCH LETTER OF CREDIT;
(V)
SUBORDINATED INDEBTEDNESS CONSTITUTING ALL OR A PORTION OF THE
DEFERRED PURCHASE PRICE OF, OR INCURRED TO FINANCE, PERMITTED ACQUISITIONS; AND
(W)
TERM LOAN PARI PASSU LIEN OBLIGATIONS; PROVIDED THAT AT THE TIME OF
INCURRENCE AND AFTER GIVING PRO FORMA EFFECT THERETO, THE CONSOLIDATED SECURED
DEBT RATIO WOULD BE NO GREATER THAN 3.75 TO 1.00.
The accrual of interest and the accretion or amortization of original issue
discount on Indebtedness and the payment of interest in the form of additional
Indebtedness originally incurred in accordance with this Section 6.01 will not
constitute an incurrence of Indebtedness.
SECTION 6.02.
Liens.
No Loan Party