TO ANY OTHER SUBSIDIARY THAT IS NOT A GUARANTOR,
(III) SUBJECT TO SECTION 6.24, ANY CREDIT PARTY TO ANY FOREIGN SUBSIDIARY OR
(IV) SUBJECT TO SECTION 6.25, ANY CREDIT PARTY TO TOPCO; PROVIDED THAT ALL SUCH
INDEBTEDNESS SHALL BE EXPRESSLY SUBORDINATED TO THE SECURED OBLIGATIONS.
6.14.7
INDEBTEDNESS INCURRED OR ASSUMED BY THE PARENT, THE BORROWER OR ANY
SUBSIDIARY IN CONNECTION WITH A PERMITTED ACQUISITION BUT NOT CREATED IN
CONTEMPLATION OF SUCH EVENT.
6.14.8
INDEBTEDNESS CONSTITUTING CONTINGENT OBLIGATIONS OTHERWISE PERMITTED BY
SECTION 6.19.
6.14.9
INDEBTEDNESS UNDER (I) PERFORMANCE BONDS AND SURETY BONDS AND (II) BANK
OVERDRAFTS OUTSTANDING FOR NOT MORE THAN TWO (2) BUSINESS DAYS, IN EACH CASE
INCURRED IN THE ORDINARY COURSE OF BUSINESS.
6.14.10
TO THE EXTENT THE SAME CONSTITUTES INDEBTEDNESS, OBLIGATIONS IN RESPECT
OF EARN-OUT ARRANGEMENTS PERMITTED PURSUANT TO A PERMITTED ACQUISITION.
6.14.11
SUBORDINATED INDEBTEDNESS (INCLUDING (A) SENIOR SUBORDINATED DEBENTURES
OR NOTES (WHICH MAY BE GUARANTEED BY THE PARENT AND THE BORROWER'S SUBSIDIARIES)
ISSUED TO FINANCE THE PURCHASE PRICE OF ANY PERMITTED ACQUISITION AND
(B) INDEBTEDNESS OF THE BORROWER AND ITS SUBSIDIARIES OWING TO THE SELLER IN ANY
PERMITTED ACQUISITION), SO LONG AS (I) NO DEFAULT OR UNMATURED DEFAULT SHALL BE
CONTINUING AS OF THE DATE OF ISSUANCE THEREOF AND THE BORROWER SHALL HAVE
DELIVERED TO THE AGENT A PRO FORMA CONSOLIDATED BALANCE SHEET, INCOME STATEMENT
AND CASH FLOW STATEMENT OF THE PARENT AND THE SUBSIDIARIES (THE "DEBT INCURRENCE
PRO FORMA"), BASED ON THE PARENT'S MOST RECENT FINANCIAL STATEMENTS DELIVERED
PURSUANT TO SECTION 6.1 AND TAKING INTO ACCOUNT THE ISSUANCE OF SUCH
INDEBTEDNESS (AND THE USE OF THE PROCEEDS THEREOF), AND SUCH DEBT INCURRENCE PRO
FORMA SHALL REFLECT THAT, ON A PRO FORMA BASIS, THE PARENT WOULD HAVE BEEN IN
COMPLIANCE WITH THE FINANCIAL COVENANTS SET FORTH IN SECTIONS 6.21, 6.22 AND
6.23 FOR THE FOUR FISCAL QUARTER PERIOD REFLECTED IN THE COMPLIANCE CERTIFICATE
MOST RECENTLY DELIVERED TO THE AGENT PURSUANT TO SECTION 6.1.3 PRIOR TO THE
ISSUANCE AND USE OF THE PROCEEDS OF SUCH INDEBTEDNESS (GIVING EFFECT TO THE
ISSUANCE OF SUCH INDEBTEDNESS (AND THE USE OF THE PROCEEDS THEREOF) AS IF MADE
ON THE FIRST DAY OF SUCH PERIOD) AND (II) SUCH SUBORDINATED INDEBTEDNESS IS
UNSECURED, SHALL HAVE A MATURITY DATE NO EARLIER THAN THE FACILITY TERMINATION
DATE, SHALL NOT PROVIDE FOR ANY VOLUNTARY OR MANDATORY PRINCIPAL PREPAYMENTS OR
AMORTIZATION PRIOR TO THE FACILITY TERMINATION DATE, AND SHALL HAVE TERMS IN
RESPECT OF INTEREST RATE, COVENANTS, DEFAULTS AND SUBORDINATION REASONABLY
ACCEPTABLE TO THE AGENT.
59
6.14.12
ADDITIONAL INDEBTEDNESS (INCLUDING INDEBTEDNESS ARISING FROM AGREEMENTS
WITH ANY GOVERNMENTAL AUTHORITY OR PUBLIC SUBDIVISION OR AGENCY THEREOF RELATING
TO THE CONSTRUCTION OF BUILDINGS, AND THE PURCHASE AND INSTALLATION OF
EQUIPMENT, TO BE USED IN THE BUSINESS OF THE PARENT AND ITS SUBSIDIARIES) IN AN
AGGREGATE OUTSTANDING PRINCIPAL AMOUNT NOT TO EXCEED $40,000,000 AT ANY TIME.
6.15.
LIENS.
THE PARENT AND THE BORROWER WILL NOT, NOR WILL THEY PERMIT
ANY SUBSIDIARY TO, CREATE, INCUR, OR SUFFER TO EXIST ANY LIEN IN, OF OR ON THE
PROPERTY OF THE PARENT, THE