IN CONNECTION WITH
ANY OF THE FOREGOING; PROVIDED THAT THE AGGREGATE AMOUNT OF EXPENSES ADDED
PURSUANT TO THIS CLAUSE (V) SHALL NOT EXCEED $30,000,000 IN ANY PERIOD OF FOUR
CONSECUTIVE FISCAL QUARTERS; PLUS
(VI)
OTHER THAN FOR THE PURPOSES OF DETERMINING THE AMOUNT AVAILABLE
FOR RESTRICTED PAYMENTS UNDER PARAGRAPH (A)(Y)(II) OF THE DEFINITION OF
RESTRICTED PAYMENT APPLICABLE AMOUNT, THE AMOUNT OF MANAGEMENT, MONITORING,
CONSULTING, TRANSACTION AND ADVISORY FEES AND RELATED EXPENSES PAID IN SUCH
PERIOD PURSUANT TO THE MANAGEMENT AGREEMENT; PLUS
(VII)
COSTS OR EXPENSES BY SUCH PERSON PURSUANT TO ANY MANAGEMENT EQUITY
PLAN OR STOCK OPTION PLAN OR ANY OTHER MANAGEMENT OR EMPLOYEE BENEFIT PLAN OR
AGREEMENT OR ANY STOCK SUBSCRIPTION OR SHAREHOLDER AGREEMENT, TO THE EXTENT THAT
SUCH COST OR EXPENSES ARE FUNDED WITH CASH PROCEEDS CONTRIBUTED TO THE CAPITAL
OF THE BORROWER OR NET CASH PROCEEDS OF AN ISSUANCE OF EQUITY INTEREST OF THE
BORROWER (OTHER THAN DISQUALIFIED STOCK) SOLELY TO THE EXTENT THAT SUCH NET CASH
PROCEEDS ARE EXCLUDED FROM THE CALCULATION SET FORTH IN THE DEFINITION OF
RESTRICTED PAYMENT APPLICABLE AMOUNT; PLUS
(VIII)
WITHOUT DUPLICATION OF AMOUNTS OTHERWISE INCLUDED IN THE
CALCULATION OF EBITDA, THE AMOUNT OF NET COST SAVINGS AND ACQUISITION SYNERGIES
PROJECTED BY THE BORROWER IN GOOD FAITH AND CERTIFIED BY A FINANCIAL OFFICER IN
AN OFFICER'S CERTIFICATE DELIVERED TO THE ADMINISTRATIVE AGENT TO BE REALIZED
DURING SUCH PERIOD (CALCULATED ON A PRO FORMA BASIS AS THOUGH SUCH COST SAVINGS
HAD BEEN REALIZED ON THE FIRST DAY OF SUCH PERIOD) AS A RESULT OF SPECIFIED
ACTIONS TAKEN OR INITIATED IN CONNECTION WITH THE TRANSACTIONS OR ANY
ACQUISITION OR DISPOSITION (INCLUDING TERMINATION OR DISCONTINUANCE OF
ACTIVITIES CONSTITUTING SUCH BUSINESS) BY THE BORROWER OR ANY RESTRICTED
SUBSIDIARY, NET OF THE AMOUNT OF ACTUAL BENEFITS REALIZED DURING SUCH PERIOD
THAT ARE OTHERWISE INCLUDED IN THE CALCULATION OF EBITDA FROM SUCH ACTIONS;
PROVIDED THAT (A) SUCH COST SAVINGS ARE
16
REASONABLY IDENTIFIABLE AND FACTUALLY SUPPORTABLE AND (B) SUCH ACTIONS ARE TAKEN
WITHIN 12 MONTHS AFTER THE CLOSING DATE OR THE DATE OF SUCH ACQUISITION OR
DISPOSITION; PLUS
(IX)
TO THE EXTENT COVERED BY INSURANCE AND ACTUALLY REIMBURSED OR
OTHERWISE PAID, OR, SO LONG AS THE BORROWER HAS MADE A DETERMINATION THAT THERE
EXISTS REASONABLE EVIDENCE THAT SUCH AMOUNT WILL IN FACT BE REIMBURSED OR
OTHERWISE PAID BY THE INSURER AND ONLY TO THE EXTENT THAT SUCH AMOUNT IS (A) NOT
DENIED BY THE APPLICABLE CARRIER IN WRITING WITHIN 180 DAYS AND (B) IN FACT
REIMBURSED OR OTHERWISE PAID WITHIN 365 DAYS OF THE DATE OF SUCH EVIDENCE (WITH
A DEDUCTION FOR ANY AMOUNT SO ADDED BACK TO THE EXTENT NOT SO REIMBURSED OR
OTHERWISE PAID WITHIN SUCH 365 DAYS), EXPENSES WITH RESPECT TO LIABILITY OR
CASUALTY EVENTS AND EXPENSES OR LOSSES RELATING TO BUSINESS INTERRUPTION; PLUS
(X)
EXPENSES TO THE EXTENT COVERED BY CONTRACTUAL INDEMNIFICATION OR
REFUNDING PROVISIONS IN FAVOR OF THE BORROWER OR A RESTRICTED SUBSIDIARY AND
ACTUALLY PAID OR REFUNDED, OR, SO LONG AS THE BORROWER HAS MADE A DETERMINATION
THAT THERE EXISTS REASONABLE