FOR SO LONG AS EACH SUCH PERSON REMAINS A CREDIT
PARTY HEREUNDER) INCURRED ON OR PRIOR TO THE MERGER CLOSING DATE PURSUANT TO THE
BRIDGE LOAN AGREEMENT AND/OR ONE OR MORE ISSUANCES OF PERMITTED NOTES; PROVIDED
THAT (X) ALL NET CASH PROCEEDS OF EACH INCURRENCE OF INDEBTEDNESS PERMITTED
PURSUANT TO THIS CLAUSE (II) SHALL BE USED SOLELY TO FINANCE THE MERGER, THE
TERMINATION OF THE PRIOR MERGER AGREEMENT, THE EXCHANGE OFFER, THE BORROWER
REFINANCING, THE TARGET REFINANCING AND/OR TOP-OFF PURCHASES (IF ANY) AND TO PAY
FEES AND EXPENSES INCURRED WITH THE TRANSACTION AND (Y) THE AGGREGATE PRINCIPAL
AMOUNT OF ALL INDEBTEDNESS INCURRED PURSUANT TO THIS CLAUSE (II) SHALL NOT
EXCEED $1,750,000,000;
(III)
UNTIL THE OCCURRENCE OF THE MERGER CLOSING DATE, INDEBTEDNESS OF
TARGET AND ITS SUBSIDIARIES THAT REMAINS OUTSTANDING CONSISTENT WITH THE
REQUIREMENTS OF THE
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SECOND SENTENCE OF SECTION 6.14 HEREOF;
(IV)
UNTIL AND INCLUDING THE 50TH DAY AFTER THE MERGER CLOSING DATE,
INDEBTEDNESS PURSUANT TO THE TARGET EXISTING NOTES BUT ONLY IF THE ACTIONS
REQUIRED BY THE PROVISO TO SECTION 10.13(B) HEREOF HAVE BEEN TAKEN ON THE MERGER
CLOSING DATE;
(V)
INDEBTEDNESS EXISTING ON THE DATE HEREOF AND SET FORTH IN SCHEDULE
11.01;
(VI)
INDEBTEDNESS OF (W) ANY CREDIT PARTY TO ANY OTHER CREDIT PARTY,
(X) HOLDINGS OR MERGERSUB TO TARGET REPRESENTING AMOUNTS OWED TO TARGET FOR
TOP-OFF PURCHASES OF TARGET COMMON STOCK PURCHASED FROM TARGET, (Y) ANY CREDIT
PARTY TO ANY FOREIGN SUBSIDIARY OR EXCLUDED SUBSIDIARY SO LONG AS (1) SUCH
INDEBTEDNESS ARISES PURSUANT TO SECTION 11.03(A)(XVI) OR IS OTHERWISE IN A
PRINCIPAL AMOUNT NOT IN EXCESS OF THE AMOUNT OF CASH LOANED TO SUCH CREDIT PARTY
FROM THE RESPECTIVE FOREIGN SUBSIDIARY OR EXCLUDED SUBSIDIARY, (2) SUCH
INDEBTEDNESS IS UNSECURED AND SUBORDINATED TO ITS OBLIGATIONS PURSUANT TO THE
RESPECTIVE CREDIT DOCUMENTS TO WHICH IT IS A PARTY (AND ANY OTHER SECURED
OBLIGATIONS) ON TERMS REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND
(3) SUCH INDEBTEDNESS IS NOT GUARANTEED BY ANY CREDIT PARTY, AND (Z) TARGET TO
THE BORROWER AS A RESULT OF LOANS MADE TO IT PURSUANT TO SECTION 11.04(XXIII);
(VII)
INDEBTEDNESS OF ANY SUBSIDIARY THAT IS NOT A SUBSIDIARY GUARANTOR
TO ANY OTHER SUBSIDIARY THAT IS NOT A SUBSIDIARY GUARANTOR;
(VIII)
INDEBTEDNESS OF ANY SUBSIDIARY THAT IS NOT A SUBSIDIARY GUARANTOR
TO ANY CREDIT PARTY TO THE EXTENT THAT THE CREDIT EXTENSION CREATING SUCH
INDEBTEDNESS IS PERMITTED UNDER SECTION 11.04(VIII);
(IX)
INDEBTEDNESS OF FOREIGN SUBSIDIARIES IN AN AGGREGATE PRINCIPAL
AMOUNT NOT TO EXCEED $150,000,000 AT ANY TIME OUTSTANDING;
(X)
GUARANTEES BY A CREDIT PARTY OF INDEBTEDNESS OF ANY OTHER CREDIT
PARTY (OTHER THAN HOLDINGS) IF THE PRIMARY OBLIGATION IS EXPRESSLY PERMITTED
ELSEWHERE IN THIS SECTION 11.01 (OTHER THAN (X) AS EXPRESSLY OTHERWISE PROVIDED
IN THE DEFINITION OF PERMITTED REFINANCING INDEBTEDNESS IN THE CASE OF SUCH
PERMITTED REFINANCING INDEBTEDNESS AND (Y) INDEBTEDNESS INCURRED OR ACQUIRED
PURSUANT TO CLAUSE (VI)(Y) ABOVE OR (XVI) BELOW, WHICH MAY NOT BE GUARANTEED BY
A CREDIT PARTY UNLESS (IN THE CASE OF CLAUSE (XVI) BELOW) SUCH GUARANTEE EXISTED
AT THE TIME SUCH