Common use of Indebtedness Clause in Contracts

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Guaranty Obligations of (i) the Borrower in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit Agreement; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000; (f) Secured or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed Closing Date set forth on Schedule 7.03 8.03 (and any refinancingsrenewals, refundings, renewals or refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) Guaranty Obligations intercompany Indebtedness permitted under Section 8.02; provided that in the case of Indebtedness owing by a Loan Party to a Subsidiary that is not a Loan Party (i) such Indebtedness shall be subordinated to the Borrower Obligations in respect of Indebtedness otherwise permitted hereunder or under a manner and to an extent reasonably acceptable to the First Lien Credit Agreement Administrative Agent and (ii) any First Lien Guarantor in respect of such Indebtedness of shall not be prepaid unless no Default exists immediately prior to or after giving effect to such First Lien Guarantor permitted under the First Lien Credit Agreementprepayment; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view;” (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed the greater of (A) $50,000,000 and (B) 3% of Consolidated Total Assets (as of the last day of the fiscal quarter of the Borrower most recently ended for which financial statements are available), in each case, at any one time outstanding; and (ii) such Swap Contract or currency risk management financial instrument does Indebtedness when incurred shall not contain any provision exonerating exceed the non-defaulting party from its obligation to make payments on outstanding transactions to purchase price of the defaulting partyasset(s) financed; (ef) Subordinated Indebtedness; provided, that (i) no Default exists immediately prior and after giving effect thereto and (ii) after giving effect to such Subordinated Indebtedness on a Pro Forma Basis, the Borrower is in compliance with the financial covenants set forth in Section 8.11; (g) Guarantees with respect to Indebtedness permitted under this Section 8.03; and (h) to the extent constituting Indebtedness, obligations incurred by the Borrower or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, in connection with Permitted Acquisitions or Dispositions permitted by Section 8.05; provided that, in respect of any such obligations incurred pursuant to agreements providing for indemnification in connection with Dispositions permitted by Section 8.05, such Indebtedness shall not exceed the amount of Net Cash Proceeds received from such Dispositions; (i) purchase money Indebtedness (including obligations in respect of capital leases, leases and Synthetic Lease Obligations and purchase money obligations for fixed Obligations) of a Subsidiary outstanding on the date such Subsidiary was acquired by the Borrower or capital any of its Subsidiaries or assumed in connection with the Acquisition of assets within the limitations set forth from a Person in Section 7.01(i)a Permitted Acquisition; provided that the aggregate principal amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000; (f) Secured or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any one time outstanding; (gj) Guaranty Obligations unsecured Indebtedness consisting of the deferred purchase price of Permitted Acquisitions; (k) Indebtedness consisting of deferred purchase price or notes issued to officers, directors and employees to purchase Equity Interests (or options or warrants or similar instruments) of the Borrower pursuant to Restricted Payments permitted by this Agreement; (l) Indebtedness incurred in connection with the financing of insurance premiums in an amount not to exceed the annual premiums in respect thereof at any one time outstanding; (m) Indebtedness of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor Foreign Subsidiaries in an aggregate principal amount not to exceed the greater of (i) $2,000,000 50,000,000 and (ii) 3% of Consolidated Total Assets (as of the last day of the fiscal quarter of the Borrower most recently ended for which financial statements are available), in each case, at any one time outstanding; (hn) Permitted Equipment Financing; Convertible Indebtedness; provided that (iA) the maturity date of such Permitted First Lien Financing; Convertible Indebtedness is at least six (j6) (i) loans or advances among months after the Borrower and any First Lien GuarantorMaturity Date, (iiB) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to the incurrence of any such loan or advancePermitted Convertible Indebtedness, the Loan Parties are in compliance on a Pro Forma Basis with the financial covenants set forth in Section 8.11 and (C) after giving effect to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary incurrence of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation Permitted Convertible Indebtedness, no Default or Event of Default shall exist or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agentbe continuing; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business;and (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in other unsecured Indebtedness; provided that (A) the ordinary course of business; terms (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expensesrepresentations, pension liabilitiescovenants and defaults, deferred compensationbut excluding interest rates and fees) of such unsecured Indebtedness are no more restrictive than the terms of this Agreement, bonus plans(B) the maturity date of such unsecured Indebtedness is at least six (6) months after the Maturity Date, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (sC) Indebtedness arising from judgments, orders or other awards after giving effect to the extent not constituting an incurrence of any such unsecured Indebtedness (assuming all commitments thereunder are fully drawn), the Loan Parties are in compliance on a Pro Forma Basis with the financial covenants set forth in Section 8.11 and (D) after giving effect to the incurrence of any such unsecured Indebtedness (assuming all commitments thereunder are fully drawn), no Default or Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstandingDefault shall exist or be continuing.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof hereofThird Amendment Closing Date and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Guaranty Obligations of (i) Guarantees of the Borrower Borrowers or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrowers or under the First Lien Credit Agreement and any wholly-owned Domestic Subsidiary, anda Loan Party, (ii) Guarantees of any First Lien Guarantor Non-Loan Party Subsidiary in respect of Indebtedness otherwise permitted hereunder of any Non-Loan Party Subsidiary, (iii) unsecured Guarantees of the Borrowers or any Subsidiary in respect of obligations of any Foreign Subsidiary arising in the ordinary course of businessOrdinary Course of Business in an aggregate amount for all such First Lien Guarantor permitted Guaranties under this clause (iii) not exceeding at any time $75,000,000$50,000,000 in the First Lien Credit Agreementaggregate at any time, and (iv) Indebtedness consisting of surety or indemnitor obligations under any bond or other contract for the benefit of any Borrower or Subsidiary to the extent incurred in the Ordinary Course of Business; (d) obligations (contingent or otherwise) of the Borrower Borrowers or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; ;” and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyparty and other Bank Product Debt; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i7.01(ij); provided provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding together with all Indebtedness outstanding under Section 7.03(h) shall not exceed $7,000,00025,000,000 in the aggregate; (f) Secured or other, unsecured Indebtedness Indebtedness, provided that at the time of incurrence thereof, both before and after giving effect to such Indebtedness, (i) there exists no Default, (ii) each of the Borrowers and their Subsidiaries is Solvent, and (iii) on a pro forma basis, as of the then-most recently ended fiscal quarter, but after taking into account the effect of such Indebtedness, Imation is in an aggregate compliance with the covenants set forth in Section 7.11(a) and Section 7.11(b), and (iv) a Responsible Officer of the Borrowers has delivered to the Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent certifying the satisfaction of each of the foregoing conditions;Indebtedness of Non-Loan Party Subsidiaries, provided, however, that the principal amount of all such Indebtedness, together with all Dispositions made pursuant to Section 7.05(j), shall not to exceed $2,000,000 75,000,000 in the aggregate at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of is acquired by the Borrower or any Subsidiary (whether by stock purchase, merger or otherwise); provided that such Indebtedness werewas in existence prior to the extent contemplation of such acquisition and do not extend to any assets other than those of the Person acquired and the amount of such Indebtedness is does not exceed $5,000,000 in the aggregate at any time outstanding; (h) Indebtedness secured by fixed or capital assets and is property acquired by the Borrowers or any Subsidiary; provided that such Indebtedness (i) does not exceed the value of such property or assets so acquired, (ii) was in existence prior to the contemplation of such acquisition, and (iii) together with all Indebtedness outstanding under Section 7.03(e), does not exceed $25,000,000 in the aggregate; and (i) Indebtedness subordinated to the Obligations on terms reasonably acceptable to satisfactory to, and otherwise having material terms satisfactory to, the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any timeRequired Lenders; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (nj) Indebtedness which may complying with the requirements set forth on Schedule 7.03(A) so long as immediately before and after giving effect to such Indebtedness, Availability shall be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Defaultat least $30,000,000; and (tk) other unsecured Indebtedness of Foreign Subsidiaries which that does not exceed $2,000,000 10,000,000 in the aggregate at any time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof Closing Date and listed on Schedule 7.02; (c) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $10,000,000; (d) Guarantees of the Borrower or any Subsidiary Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any other Subsidiary Guarantor; (i) unsecured intercompany Indebtedness among the Borrower and the Subsidiary Guarantors, (ii) unsecured intercompany Indebtedness among the non-Loan Party Subsidiaries and (iii) unsecured intercompany Indebtedness of a non-Loan Party Subsidiary owing to the Borrower or a Guarantor, so long as no Event of Default exists immediately prior to and no Default would exist immediately after giving effect to such intercompany Indebtedness; provided that, in each case of Indebtedness incurred pursuant to clause (e)(i) or (e)(iii), such Indebtedness shall (1) to the extent required by the Administrative Agent, be evidenced by promissory notes which shall be pledged to the Administrative Agent as Collateral for the Secured Obligations in accordance with the terms of the Security Agreement, (2) be on terms (including subordination terms) acceptable to the Administrative Agent and (3) be otherwise permitted under the provisions of Section 7.03 (other than solely in reliance on clause (e) or (j) thereof) (such debt described in this clause (e), “Intercompany Debt”); (f) unsecured Indebtedness of the Borrower or any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and any refinancingssimilar obligations, refundingsin each case provided in the ordinary course of business; (g) Indebtedness relating to premium financing arrangements for property and casualty insurance plans and health and welfare benefit plans (including health and workers compensation insurance, renewals or extensions thereofemployment practices liability insurance and directors and officers insurance), in each case incurred in the ordinary course of business; provided that the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Indebtedness is incurred and such Indebtedness is outstanding only during such year; (h) [reserved]; (i) Indebtedness which represents an extension, refinancing, or renewal of any of the Indebtedness described in clauses (b), (c) and (m) hereof; provided that (i) the principal and the interest rate is not increased at the time of such refinancing, refunding, renewal or extension extension, except that the principal thereof may be increased by an amount equal to unpaid accrued interest and a reasonable premium or thereon plus other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal refinancing, renewal or extension,(ii) any Liens securing such Indebtedness are not extended to any existing commitments unutilized thereunderadditional property of any Loan Party and such Indebtedness shall be secured on the same or junior basis to the Indebtedness that it refinances, (iii) the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, renewal or extension, (iv) such refinancing, renewal or extension does not result in a shortening of the maturity of the Indebtedness so extended, refinanced or renewed and (v) the terms of any such extension, refinancing, or renewal are not less favorable to the obligor thereunder than the original terms of such Indebtedness; (cj) Guaranty Obligations Indebtedness arising from the endorsement of instruments for collection in the ordinary course of business; (k) to the extent constituting Indebtedness, indemnification obligations incurred in connection with the Disposition of any business or assets permitted hereunder; and (l) Indebtedness incurred by the Borrower or any of its Subsidiaries in a Permitted Acquisition solely to the extent constituting indemnity obligations or obligations in respect of purchase price (including unsecured earnout obligations); (m) Indebtedness of a Person (other than a Loan Party or Subsidiary) outstanding or available to be borrowed or advanced (including, without limitation, under any factoring agreement not prohibited hereunder) as of the date such Person is acquired and becomes a Subsidiary or is merged with or into or consolidated with a Loan Party or Subsidiary, in each case to the extent permitted hereunder (including, for the avoidance of doubt, any such Indebtedness in connection with the Fyber Acquisition), provided that (i) the Borrower such Indebtedness was not incurred by such Person in connection with, or in contemplation of, such merger or acquisition, (ii) with respect to any such Person who becomes a Subsidiary, (A) no Loan Party or other Subsidiary is an obligor in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement such Indebtedness, and (iiB) any First Lien Guarantor in respect of to the extent such Indebtedness is permitted to be secured hereunder, only the assets of such First Lien Guarantor permitted under Subsidiary secure such Indebtedness and (iii) the First Lien Credit Agreementaggregate principal amount of all such Indebtedness at any time outstanding does not exceed $50,000,000; (dn) obligations (contingent or otherwise) of the Borrower any Loan Party or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, fluctuations in interest rates or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person foreign exchange rates and not for speculative purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (eo) unsecured Indebtedness in an unlimited amount, so long as (i) no Event of Default exists immediately prior to and no Default would exist immediately after giving effect to such Indebtedness; (ii) the Loan Parties are in Pro Forma Compliance, immediately prior to and immediately after giving effect to such Indebtedness, with a Consolidated Leverage Ratio of not greater than 4.50:1.00 (with any committed amounts then being incurred or established assumed to be fully drawn, but without netting the proceeds from any such Indebtedness); and (iii) such Indebtedness shall (A) not mature earlier than the latest Maturity Date at the time of incurrence of such Indebtedness, (B) have a Weighted Average Life to Maturity not shorter than the then-remaining Weighted Average Life to Maturity of the Facilities, (C) not be incurred or guaranteed at any time by a Person that is not a Guarantor and (E) with respect of capital leasesto financial covenant provisions, Synthetic Lease Obligations have terms no more restrictive to Holdings and purchase money obligations for fixed or capital assets within the limitations its Subsidiaries than those set forth in Section 7.01(i); provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000this Agreement; (fp) Secured or other unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 20,000,000 at any time outstanding;; and (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (kq) Indebtedness of a Person existing at the time such Person becomes a Subsidiary in connection with treasury or cash management services, including treasury, depository, overdraft, credit or debit card, purchasing cards, electronic funds transfer, cash pooling arrangements, netting services and other cash management arrangements of the Borrower or any First Lien Guarantor Subsidiary, in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retiredeach case, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder (each a “Permitted Refinancing”); (c) Guaranty Obligations Guarantees of (i) the Borrower in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and (ii) any First Lien Guarantor Subsidiary Loan Party in respect of Indebtedness of such First Lien Guarantor the Borrower or any Subsidiary Loan Party otherwise permitted under the First Lien Credit Agreementhereunder; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; provided that (i) such obligations are with any Lender (or wereAffiliate thereof) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions respect to the defaulting partyLoans outstanding under this Agreement; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000; (f) Secured or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans evidencing the deferred purchase price of newly acquired property or advances among incurred to finance the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary acquisition of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary other assets of the Borrower or any First Lien Guarantor in a transaction permitted hereunder its Subsidiaries (excluding Capital Leases and pursuant to purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of mortgages or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retiredotherwise, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary whether owed to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (mseller or a third party) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties used in the ordinary course of business of the Borrower or its Subsidiaries and any Indebtedness assumed in connection with such acquisition (provided that such Indebtedness is incurred within 180 days of the acquisition of such property other assets) and contingent obligations of suppliersthe borrower and its Subsidiaries in respect of such Indebtedness, landlords, customers (ii) in respect of Capital Leases and licensees contingent obligations of the Borrower and its SubsidiariesSubsidiaries in respect of such Indebtedness and (iii) any Permitted Refinancing of Indebtedness referred to in clauses (i) and (ii); provided that the aggregate principal amount of all Indebtedness outstanding pursuant to this Section 7.03(e) shall not at any time exceed $100,000; (qf) endorsements for collection, deposit Indebtedness of (i) the Borrower or negotiation any Subsidiary Loan Party owing to the Borrower or any Subsidiary Loan Party and warranties (ii) the Borrower or any of products its Subsidiaries owing to a Subsidiary which is not a Loan Party so long as the repayment obligations of the Borrower or services, any Subsidiary Loan Party are subordinated to the repayment in each case incurred in full of the ordinary course of businessObligations on terms and conditions that are reasonably satisfactory to the Administrative Agent; (rg) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of DefaultFounders Severance Payments; and (th) Indebtedness other unsecured Indebtedness, either (i) the Net Cash Proceeds of Foreign which are applied in accordance with Section 2.06(c) or (ii) not otherwise permitted pursuant to clauses (a) through (g) above incurred by the Borrower and its Subsidiaries which does not to exceed $2,000,000 100,000 in the aggregate amount at any time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder and (ii) the terms relating to principal amount, amortization, maturity, and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (c) Guaranty Obligations of unsecured intercompany Indebtedness (i) owed by any Loan Party (other than the Borrower in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and Company) to another Loan Party, (ii) owed by any First Lien Loan Party to any Non-Guarantor Subsidiary (provided that such Indebtedness shall be subordinated to the Obligations in respect of Indebtedness of such First Lien a manner reasonably satisfactory to the Administrative Agent), (iii) owed by any Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary and (iv) owed by any Non-Guarantor Subsidiary to any Loan Party to the extent permitted under the First Lien Credit Agreementpursuant to Section 7.02(k); (d) obligations (contingent or otherwise) of the Borrower Company or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; ” and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed an amount equal to $7,000,000200,000,000; (f) Secured or unsecured secured Indebtedness in an not otherwise permitted by this Section 7.03; provided, however, that the aggregate principal amount not to exceed $2,000,000 of all such Indebtedness at any one time outstandingoutstanding shall not exceed an amount equal to $50,000,000; (g) Guaranty Obligations Indebtedness of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes became a Subsidiary of in connection with any Permitted Acquisition or (ii) the Borrower Company or any First Lien Guarantor Subsidiary assumed in connection with the purchase or other acquisition of tangible property or tangible assets pursuant to a transaction permitted hereunder pursuant to this Agreement; provided that, with respect to each of the foregoing clauses (excluding Capital Leases i) and (ii), (A) such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such purchase money or other acquisition, (B) neither the Company nor any Subsidiary (other than such Person or the Person that acquires such tangible property or tangible assets) shall have any liability or other obligation with respect to such Indebtedness permitted hereunderand (C) the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed an amount equal to $50,000,000, and any refinancings, refundings, renewals or extensions thereof; provided that (x) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (y) the terms relating to principal amount, amortization, maturity, and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (h) [Reserved]; (i) unsecured Indebtedness of the Company or any of its Subsidiaries; provided that (i) in the case of each incurrence of any such Indebtedness, (A) no Default shall have occurred and be continuing or would be caused by such incurrence and (B) the Company and its Subsidiaries are in Pro Forma Compliance (determined as of the date of such Investment) with the Financial Covenants and, with respect to any such Indebtedness in an aggregate principal amount in excess of an amount equal to $100,000,000, no later than five (5) Business Days prior to the proposed date of incurring such Indebtedness, the Company shall have delivered to the Administrative Agent satisfactory written evidence demonstrating such compliance, (ii) no such Indebtedness shall mature or have any required repayment or prepayment of principal, amortization, mandatory redemption or sinking fund obligation (other than customary mandatory repayment or offers to purchase in connection with a change in control or asset sale that requires payment in full of the Obligations), in each case, prior to the date that is six (6) months after the Maturity Date, (iii) no such Indebtedness shall be cross-defaulted to the Indebtedness under the Loan Documents (although such Indebtedness may be cross-accelerated to the Indebtedness under the Loan Documents) and (iv) no such Indebtedness shall have events of default or financial covenants that are more restrictive or burdensome than the covenants set forth in the Loan Documents; (j) unsecured Guarantees by any Subsidiary of the Company in respect of Indebtedness of the Company permitted under clause (i) above; provided that (A) no Guarantee of such Indebtedness shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Guaranteed Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations provided by the Subsidiary Guarantors on terms at least as favorable to the Guaranteed Parties as those contained in the subordination of such Indebtedness; (k) other direct and indirect Guarantees (other than the Guarantees referred to in clause (j) above) of Indebtedness of other Persons not to exceed an amount equal to $1,000,000 for all such Persons at any time outstanding50,000,000 in the aggregate; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor;and (l) Indebtedness incurred to repurchase Capital Stock endorsement of the Borrower from retired, deceased negotiable instruments for deposit or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory collection or similar obligations incurred transactions in the ordinary course of business; . Notwithstanding anything in this Section 7.03 to the contrary, no Trademark Subsidiary will, nor shall the Company or any of its Subsidiaries permit or cause any Trademark Subsidiary to, create, incur, assume or suffer to exist any Indebtedness (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including than Indebtedness under employment agreementsthe Loan Documents to which it is a party); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a1) Indebtedness under the Loan Documents; (b2) Indebtedness outstanding on the date hereof and listed Closing Date set forth on Schedule 7.03 (and any refinancingsrenewals, refundings, renewals or refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Guaranty Obligations of (i) the Borrower in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any First Lien Guarantor such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness of such First Lien Guarantor permitted under the First Lien Credit Agreementbeing refinanced, renewed or extended; (d3) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (4) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilitiesfluctuations in interest rates or foreign exchange rates, commitments, investments, assets, property, or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”; ;” and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e5) purchase money Indebtedness (including obligations in respect of capital leases, leases and Synthetic Lease Obligations Obligations) hereafter incurred to finance the purchase of fixed assets, and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); renewals, refinancings and extensions thereof, provided that the aggregate amount of all such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (6) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding shall not exceed the sum of (i) $7,000,00050,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (f7) Secured or other unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 10,000,000 at any one time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) 8) Guarantees with respect to Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstanding.permitted under this Section 7.03. 60

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing (including upfront fees and original issue discount thereon) and by an amount equal to any existing commitments unutilized thereunderthereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination, standstill and related terms (if DB1/ 88815292.10 any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders (as determined in good faith by a Responsible Officer of the Borrower) than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended; (c) Guaranty Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness shall not exceed $30,000,000 in any fiscal year; (d) Indebtedness of (i) a Loan Party to any other Loan Party, (ii) a Loan Party to any other Restricted Subsidiary that is not a Loan Party and (iii) any Restricted Subsidiary that is not a Loan Party to any Loan Party or any other Restricted Subsidiary, which Indebtedness shall (A) subject to the Borrower additional requirements of Section 7.03(t), in respect the case of Indebtedness otherwise permitted hereunder or under owed by any Restricted Subsidiary to a Loan Party, to the First Lien Credit extent required by the Administrative Agent, be evidenced by promissory notes which shall be pledged to the Administrative Agent as Collateral for the Secured Obligations in accordance with the terms of the Security Agreement and (iiB) in the case of Indebtedness owed by any First Lien Guarantor Loan Party to any Restricted Subsidiary that is not a Loan Party be unsecured and, to the extent all such Indebtedness of all Loan Parties to any Restricted Subsidiary that is not a Loan Party exceeds $1,000,000 at any time outstanding, be subordinated in respect right of payment to the Secured Obligations on the terms set forth in the Intercompany Subordination Agreement or otherwise on terms reasonably satisfactory to the Administrative Agent (“Intercompany Debt”); (e) Guarantees of Indebtedness of such First Lien Guarantor the Loan Parties otherwise permitted under the First Lien Credit Agreementhereunder; (df) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, fluctuations in interest rates or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”foreign exchange rates; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000; (f) Secured or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding;and (g) Guaranty Obligations other Indebtedness (including Convertible Bond Indebtedness) of one or more Loan Parties not contemplated by the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary above provisions; provided that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans no Default shall exist or advances among the Borrower and any First Lien Guarantorwould result therefrom, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien GuarantorLoan Parties are in Pro Forma Compliance, (iii) loans or advances made such Indebtedness shall not have a maturity date occurring earlier than one hundred twenty (120) days after the Maturity Date, (iv) such Indebtedness shall not be Guaranteed by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long Loan Party, and (v) all such Indebtedness shall be unsecured; (h) to the extent constituting Indebtedness, Warrant Transactions not otherwise prohibited by this Agreement; DB1/ 88815292.10 (i) Indebtedness of any Person that becomes a Restricted Subsidiary of the Borrower (or of any Person not previously a Subsidiary that is merged, amalgamated or consolidated with or into the Borrower or a Restricted Subsidiary) after the Closing Date as a result of a Permitted Acquisition, or Indebtedness of any Person that is assumed by the Borrower or any of its Restricted Subsidiaries in connection with an Acquisition of assets by the Borrower or such loan or advance Restricted Subsidiary in a Permitted Acquisition; provided that (A) such Indebtedness is permitted by Section 7.02not incurred in contemplation of such Permitted Acquisition and (B) that the aggregate principal amount of Indebtedness that is outstanding in reliance on this clause (i) shall not, at any time outstanding, exceed $25,000,000; (j) Indebtedness of Foreign Subsidiaries, provided that the aggregate amount of such Indebtedness, including all Indebtedness of Vertex Europe and all CF Asset Subsidiaries, shall not exceed $25,000,000 at any time outstanding; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary obligations of the Borrower or any First Lien Guarantor of its Restricted Subsidiaries in a transaction permitted hereunder (excluding Capital Leases respect of any overdraft and purchase money related liabilities arising from treasury, depository, credit card, purchasing card and cash management services or any automated clearing house transfers of funds and other Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created respect of netting services, overdraft protections, cash pooling, employee credit cards and similar arrangements, in anticipation of or each case, in connection with deposit accounts in the transaction or series ordinary course of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantorbusiness; (l) Indebtedness incurred to repurchase Capital Stock consisting of the Borrower from retiredobligations in respect of surety, deceased or terminated employees or directors (including their heirs) of stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Subsidiary to of its Restricted Subsidiaries, in each case in the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount ordinary course of such Indebtedness may be outstanding at any timebusiness or consistent with past practice; (m) earn outs, indemnities Indebtedness under letters of credit or bank guarantees issued on behalf of Foreign Subsidiaries (and purchase price adjustments pursuant not issued under this Agreement) in an aggregate amount not to Permitted Acquisitionsexceed $5,000,000 at any one time outstanding; (n) Indebtedness which may be deemed representing deferred compensation or stock-based compensation to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations employees of the Borrower and its Restricted Subsidiaries incurred in the ordinary course of business; (o) Indebtedness constituting indemnification obligations or obligations for the payment of the purchase price (pending the consummation of such transaction) or other contingent purchase price adjustments incurred in respect an Investment or any Disposition, in each case permitted under this Agreement; (p) Indebtedness consisting of overdraft protections obligations under deferred consideration (earnouts, royalty payments, indemnifications, incentive non-competes, milestone payments and other contingent obligations) incurred in connection with any Permitted Acquisition or other Investment permitted hereunder or otherwise in connection with deposit accountsresearch and development licensing agreements, collaboration agreements or development agreements; DB1/ 88815292.10 (q) Indebtedness consisting of insurance premium financing and take or pay obligations contained in each case supply agreements in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business;; and (r) other Indebtedness in respect of employee benefit plans and programs, whether an aggregate principal amount not to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate 15,000,000 at any time outstanding. For purposes of determining compliance with this Section 7.02, in the event that an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Indebtedness (or any portion thereof) described in this Sections 7.02, the Borrower may, in its sole discretion, classify or divide such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 7.02 and will be entitled to only include the amount and type of such item of Indebtedness (or any portion thereof) in one of the above clauses (or any portion thereof) and such item of Indebtedness (or any portion thereof) shall be treated as having been incurred or existing pursuant to only such clause or clauses (or any portion thereof); provided that all Indebtedness outstanding under this Agreement shall at all times be deemed to have been incurred pursuant to clause (a) of this Section 7.02. Notwithstanding the foregoing to the contrary, Vertex Europe and the CF Asset Subsidiaries shall not create, incur, assume or suffer to exist any Indebtedness (other than (x) Intercompany Debt, except Intercompany Debt owed by Vertex Europe or any CF Asset Subsidiary to any Restricted Subsidiary that is not a Loan Party, and (y) Indebtedness of Vertex Europe outstanding as of the Closing Date in the amounts, and owing to the Restricted Subsidiaries, set forth on Schedule 7.02) in an aggregate amount in excess of $20,000,000 at any one time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder (each a “Permitted Refinancing”); (c) Guaranty Obligations Guarantees of (i) the Borrower in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and (ii) any First Lien Guarantor Subsidiary Loan Party in respect of Indebtedness of such First Lien Guarantor the Borrower or any Subsidiary Loan Party otherwise permitted under the First Lien Credit Agreementhereunder; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; provided that (i) such obligations are with any Lender (or wereAffiliate thereof) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions respect to the defaulting partyTerm Loans outstanding under this Agreement; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000; (f) Secured or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans evidencing the deferred purchase price of newly acquired property or advances among incurred to finance the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary acquisition of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary other assets of the Borrower or any First Lien Guarantor in a transaction permitted hereunder its Subsidiaries (excluding Capital Leases and pursuant to purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of mortgages or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retiredotherwise, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary whether owed to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (mseller or a third party) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties used in the ordinary course of business of the Borrower or its Subsidiaries and any Indebtedness assumed in connection with such acquisition (provided that such Indebtedness is incurred within 180 days of the acquisition of such property other assets) and contingent obligations of suppliersthe borrower and its Subsidiaries in respect of such Indebtedness, landlords, customers (ii) in respect of Capital Leases and licensees contingent obligations of the Borrower and its SubsidiariesSubsidiaries in respect of such Indebtedness and (iii) any Permitted Refinancing of Indebtedness referred to in clauses (i) and (ii); provided that the aggregate principal amount of all Indebtedness outstanding pursuant to this Section 7.03(e) shall not at any time exceed $100,000; (qf) endorsements for collection, deposit Indebtedness of (i) the Borrower or negotiation any Subsidiary Loan Party owing to the Borrower or any Subsidiary Loan Party and warranties (ii) the Borrower or any of products its Subsidiaries owing to a Subsidiary which is not a Loan Party so long as the repayment obligations of the Borrower or services, any Subsidiary Loan Party are subordinated to the repayment in each case incurred in full of the ordinary course of businessObligations on terms and conditions that are reasonably satisfactory to the Administrative Agent; (rg) the Founders Severance Payments; (h) other unsecured Indebtedness, either (i) the Net Cash Proceeds of which are applied in accordance with Section 2.06(c) of the Existing Credit Agreement or (ii) not otherwise permitted pursuant to clauses (a) through (g) above incurred by the Borrower and its Subsidiaries not to exceed $100,000 in aggregate amount at any time outstanding; and (i) Indebtedness in respect of employee benefit plans the Existing Credit Agreement and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and any other health plans and other similar plans providing benefits to employees entered into Loan Documents (as defined in the ordinary course of business (but not including Indebtedness under employment agreementsExisting Credit Agreement); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed Closing Date set forth on Schedule 7.03 (and any refinancingsrenewals, refundings, renewals or refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) Guaranty Obligations intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Borrower Obligations in respect of Indebtedness otherwise permitted hereunder or under a manner and to an extent reasonably acceptable to the First Lien Credit Agreement Administrative Agent and (ii) any First Lien Guarantor in respect of such Indebtedness of shall not be prepaid unless no Default exists immediately prior to or after giving effect to such First Lien Guarantor permitted under the First Lien Credit Agreementprepayment; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilitiesfluctuations in interest rates or foreign exchange rates, commitments, investments, assets, property, or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”; ;” and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases, leases and Synthetic Lease Obligations Obligations) hereafter incurred to finance the purchase of fixed assets, and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $5,000,000 at any one time outstanding outstanding; and (ii) such Indebtedness when incurred shall not exceed $7,000,000the purchase price of the asset(s) financed; (f) Secured the Existing Mezzanine Debt in an aggregate principal amount not to exceed $10,500,000; (g) the Existing Subordinated Debt in an aggregate principal amount not to exceed $16,108,000 and any refinancings and extensions thereof; provided, that (i) the amount of such Indebtedness is not increased at the time of such refinancing or extension, (ii) the material terms taken as a whole of such refinancing or extension are not materially less favorable in any material respect to the Borrower and its Subsidiaries or the Lenders than the terms of the Existing Subordinated Debt, (iii) such refinanced or extended Indebtedness is not subject to any amortization payments or any mandatory prepayments or sinking fund payments (other than in connection with a change of control, asset sale or event of loss and customary acceleration rights after an event of default) in each case, prior to the date that is six (6) months after the latest Maturity Date, and (iv) such refinanced or extended Indebtedness shall not mature at any time on or prior to the date that is six (6) months after the latest Maturity Date; (h) so long as (i) the Qualifying IPO has occurred and (ii) the Existing Mezzanine Debt and the Existing Subordinated Debt have been repaid in full and terminated, Subordinated Debt in an aggregate principal amount not to exceed $25,000,000; (i) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business or arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within ten days of incurrence; (j) Indebtedness consisting of deferred purchase price obligations (including earnout obligations), indemnification obligations, adjustment of purchase price or similar obligations and guarantee obligations, in each case in connection with Acquisitions, dispositions of property and Investments and indemnification obligations arising under Contractual Obligations; (k) Indebtedness incurred in connection with the financing of insurance premiums in the ordinary course of business in an aggregate amount at any time outstanding not to exceed the premiums owed under such policy; (l) Indebtedness in respect of appeal, bid, performance or surety or similar bonds, workers’ compensation claims and self-insurance obligations issued for the account of the Borrower or any Subsidiary in the ordinary course of business; (m) Indebtedness of the type described in Section 7.03(e) above in an aggregate amount not to exceed $5,000,000 outstanding at any one time acquired in Permitted Acquisitions (“Acquired Indebtedness”), provided that such Acquired Indebtedness shall exist prior to the applicable Permitted Acquisition and shall not have been incurred in anticipation of the applicable Permitted Acquisition; (n) other unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 1,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any one time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business;and (o) Guarantees with respect to Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness permitted under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstandingthis Section 7.03.

Indebtedness. Create, incur, assume or suffer permit to exist any Indebtedness or Attributable Indebtedness; provided that the Borrower and its Subsidiaries may incur Indebtedness if, exceptafter giving effect to the incurrence thereof and any substantially simultaneous application of proceeds thereof, the pro forma Interest Coverage Ratio would be greater than 2:00 to 1.00 (such test, the “Incurrence Test”). Notwithstanding the foregoing, the Borrower and its Subsidiaries may, without duplication, create, incur, assume or permit to exist: (a) the Indebtedness created hereunder and under the other Loan Documents; (b) the Indebtedness outstanding (other than Indebtedness under the Revolving Facility) existing on the Funding Date after giving effect to the consummation of the Plan of Reorganization and which is contemplated by the Plan of Reorganization on such date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions Permitted Refinancing Indebtedness in respect of thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Guaranty Obligations Indebtedness consisting of Permitted Unsecured Notes issued on or prior to the Funding Date, provided that the requirements of Sections 2.09(c) and (id) the Borrower are satisfied in connection therewith, and any Permitted Refinancing Indebtedness in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit Agreementthereof; (d) intercompany loans and advances permitted by Section 6.04 and which, if owed to a Loan Party, are evidenced by a promissory note and pledged pursuant to the Guarantee and Collateral Agreement, (e) Indebtedness of any Foreign Subsidiary and any Guarantees thereof, provided that such Indebtedness shall not be Guaranteed by or otherwise be recourse to any Loan Party, except as permitted by Section 6.04(c) or (k); provided further that the aggregate principal amount of such Indebtedness at any time outstanding shall not exceed $35,000,000; (f) Indebtedness under the Revolving Facility, together with any Permitted Refinancing Indebtedness with respect thereto, including Guarantees thereof, in an aggregate principal amount not at any time in excess of $800,000,000, provided that any incremental financings in excess of $650,000,000 (including any incremental financings in excess of $650,000,000 incurred through Permitted Refinancing Indebtedness) under the Revolving Facility shall be on substantially the same terms (other than fees and other pricing terms (other than interest rates) and, subject to pro forma compliance with the Incurrence Test, interest rates), as in effect for the Revolving Facility immediately prior to the effectiveness of such incremental facility or any Permitted Refinancing Indebtedness in respect of the Revolving Facility, as the case may be; (g) Indebtedness in respect of (A) performance, surety, appeal or similar bonds, completion guarantees or similar instruments, including letters of credit and bankers acceptances incurred for such purposes (and not for the purpose of borrowing money), in each case provided in the ordinary course of business, (B) Hedging Agreements entered into in the ordinary course of business and not for speculative purposes and (C) agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligations pursuant to such agreement, incurred in connection with the disposition of any business, assets or Subsidiary; (contingent i) Capital Lease Obligations and Attributable Indebtedness, (ii) Indebtedness created, incurred or otherwiseassumed in respect of the purchase, improvement, repair or construction of property, provided that such Indebtedness is created, incurred or assumed within 180 days after the earlier of (x) the placement in service of such property or (y) the final payment on such property, and (iii) Indebtedness consisting of industrial revenue, environmental control and other similar bonds, and Guarantees of and letters of credit supporting such Indebtedness, provided that the aggregate amount of the Indebtedness and Attributable Indebtedness created, incurred or assumed pursuant to this paragraph (h) at any time outstanding shall not exceed $150,000,000; (i) Indebtedness incurred to pay annual premiums for property and casualty insurance policies maintained by the Borrower or any Subsidiary existing not exceeding in an aggregate amount at any time outstanding $75,000,000; (j) Indebtedness of any Person acquired by the Borrower or arising under any Swap Contract Subsidiary in a Permitted Acquisition (“Acquisition Indebtedness”) and assumed by the Borrower or currency risk management financial instrument; such Subsidiary pursuant to such acquisition (including any Permitted Refinancing Indebtedness incurred in respect thereof at the time of assumption thereof or from time to time thereafter), provided that (i) such obligations are (or were) entered into by Indebtedness was not incurred in contemplation of such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilitiesacquisition, commitments, investments, assets, property, or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided that the aggregate principal amount of all such Indebtedness and Permitted Refinancing Indebtedness at any one time outstanding shall not exceed $7,000,000; (f) Secured or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor50,000,000, (iii) loans such Indebtedness and any Permitted Refinancing Indebtedness in respect thereof shall not be secured by any assets other than the assets securing the acquired Indebtedness prior to such acquisition and (iv) immediately after the incurrence thereof and giving pro forma effect thereto, the Interest Coverage Ratio shall not be less than the Interest Coverage Ratio immediately prior to such incurrence; (k) Guarantees with respect to bonds issued to support workers’ compensation, or advances made performance, surety, statutory or appeal bonds and other similar obligations (other than Indebtedness) incurred by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (l) Indebtedness in the form of any earnout or other similar contingent payment obligation incurred in connection with an acquisition permitted hereunder; (m) Indebtedness consisting of Permitted Notes, provided that (i) the Net Cash Proceeds from the issuance and sale thereof are applied to the mandatory prepayment of the Term Loans pursuant to Section 2.13(c), (ii) such Permitted Notes are exchanged for Term Loans or Other Term Loans of one or more Classes pursuant to a Permitted Debt Exchange or (iii) to the extent an amount of such Net Cash Proceeds not in excess of the available Incremental Commitment Amount immediately prior to the time of such issuance of sale are not so applied, the available Incremental Commitment Amount is permanently reduced pursuant to Section 2.13(c) by an amount equal to the amount of such unapplied Net Cash Proceeds; (n) Permitted Timber Financings in an aggregate principal amount at any time outstanding not in excess of $10,000,000; (o) Indebtedness of Smurfit-Stone Puerto Rico in respect of overdraft protections an aggregate principal amount at any time outstanding not to exceed $10,000,000 and otherwise in connection with deposit accounts, in each case in the ordinary course of business;Guarantee thereof by the Borrower on an unsecured basis; and (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees other Indebtedness of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, any Subsidiary in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate principal amount at any time outstandingoutstanding not in excess of $75,000,000.

Indebtedness. CreateThe Borrower will not permit any Subsidiary to create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding existing on the date hereof and listed on set forth in Schedule 7.03 6.02, and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (cb) Guaranty Obligations of (i) the Borrower in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit Agreement; (d) obligations (contingent or otherwise) of any Subsidiary to the Borrower or any other Subsidiary; (c) Indebtedness of any Subsidiary existing incurred to finance the acquisition, construction or arising under improvement of any Swap Contract fixed or currency risk management financial instrumentcapital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such obligations are (Indebtedness is incurred prior to or were) entered into by within 90 days after such Person in acquisition or the ordinary course completion of business for the purpose of directly mitigating risks associated with liabilitiessuch construction or improvement, commitments, investments, assets, property, or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided that the aggregate principal amount of all such Indebtedness at any one time outstanding permitted by this clause (c) shall not exceed $7,000,000; (f) Secured or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 15,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (kd) Indebtedness of any Person that becomes a Person existing Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, provided, further, that neither the Borrower nor any other Subsidiary will assume or otherwise become directly or indirectly liable for such Indebtedness; (e) Indebtedness of any Subsidiary as an account party in respect of trade letters of credit; and (f) Other Indebtedness (including unsecured Guarantees of Indebtedness of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunderBorrower) in an aggregate principal amount not to exceed exceeding $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate 35,000,000 at any time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; (c) Guaranty Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $15,000,000; (id) intercompany Indebtedness permitted under Section 7.03 (“Intercompany Debt”); provided that in the case of Indebtedness owing by a Loan Party to a Subsidiary that is not a Loan Party such Indebtedness shall be subordinated to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent; (e) Guarantees of the Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit AgreementSubsidiary; (df) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrumentContract; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, fluctuations in interest rates or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”; foreign exchange rates and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (eg) direct or contingent obligations of such Person arising under performance, bid, appeal and surety bonds, performance and completion guarantees, and similar instruments (including any related indemnity agreement) or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case entered into in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (h) Indebtedness in respect of capital leasesany Cash Management Agreements entered into in the ordinary course of business; (i) Indebtedness representing deferred compensation to directors or employees of the Borrower or the Subsidiaries incurred in the ordinary course of business; (j) Indebtedness consisting of promissory notes issued by the Borrower to current or former officers, Synthetic Lease Obligations directors, consultants and employees, their respective estates, spouses or former spouses to finance the purchase money or redemption of Equity Interests of the Borrower permitted by Section 7.06; (k) Indebtedness incurred by the Borrower or any Subsidiary in a Permitted Acquisition, any other Investment permitted hereunder or any Disposition, in each case constituting indemnification obligations for fixed or capital obligations in respect of earnouts, purchase price adjustments, or other similar adjustments; (l) Indebtedness consisting of obligations of the Borrower or any Subsidiary under deferred compensation, earn-outs or other similar arrangements incurred by such Person in connection with Permitted Acquisitions or any other Investment permitted hereunder; (m) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (n) Indebtedness of Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding not to exceed $10,000,000; (o) Indebtedness of a Subsidiary acquired in any Permitted Acquisition that is secured only by the assets within or business acquired in the limitations applicable Permitted Acquisition, so long as both immediately prior and after giving effect thereto, (A) no Default shall exist or result therefrom, (B) the Borrower and the Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.01(i); provided that 7.11 and (C) the aggregate principal amount of all such Indebtedness at any one time outstanding shall pursuant to this clause does not exceed $7,000,00015,000,000; (fp) Secured or unsecured other Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons 5,000,000 at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries;and (q) endorsements for collectionall premiums (if any), deposit or negotiation and warranties of products or servicesinterest (including post-petition interest), in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programsfees, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental charges and other health plans and other similar plans providing benefits to employees entered into additional or contingent interest on obligations described in the ordinary course of business clauses (but not including Indebtedness under employment agreements); a) through (su) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstandingabove.

Indebtedness. CreateNo Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer assume, guarantee, permit to exist or be liable with respect to any Indebtedness, exceptother than: (a) Indebtedness under existing as of the Loan DocumentsClosing Date and set forth on Schedule 7.5(a) attached hereto; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderObligations; (c) Guaranty Indebtedness not to exceed $1,000,000 in the aggregate at any time outstanding, consisting of Capital Lease Obligations of (ior Indebtedness secured by Liens permitted by Sections 7.3(k) the Borrower in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit Agreementl); (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leasesnetting services, Synthetic Lease Obligations overdraft protections and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000; (f) Secured or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower other similar and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or customary services in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations deposit accounts incurred in the ordinary course of business; (oe) Indebtedness to employees in respect of overdraft protections benefit plans and otherwise in connection with deposit accounts, in each case in the ordinary course of businessemployment and severance arrangements; (pf) guaranties in the ordinary course of business of the obligations of suppliersIndebtedness with respect to performance bonds, landlords, customers surety and licensees of the Borrower appeal bonds and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case similar instruments incurred in the ordinary course of business; (rg) Indebtedness arising under guaranties made in respect the ordinary course of employee benefit plans and programsbusiness of obligations of any Loan Party that are otherwise permitted hereunder; provided that if such obligation is subordinated to the Obligations, whether such guaranty shall be subordinated to current the Obligations to the same extent; (h) Indebtedness owed by any Loan Party to another Loan Party; (i) obligations of any Loan Party under any foreign exchange contract, currency swap agreement or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits agreement or arrangement designed to employees alter the risks of that Person arising from fluctuations in currency value entered into in the ordinary course of business (but business; provided that any such agreement or arrangement is entered into for bona fide hedging purposes and not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders for speculative purposes and the notional obligations of the Loan Parties of all such agreements or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does arrangements do not exceed $2,000,000 1,000,000 in the aggregate at any time outstandingtime; (j) Indebtedness arising with respect to customary indemnification obligations and purchase price adjustments in favor of (i) sellers in connection with Acquisitions or similar Investments permitted hereunder and (ii) purchasers in connection with Dispositions permitted hereunder; (k) endorsements for collection or deposit in the ordinary course of business; (l) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (m) Qualifying Sub Debt; (n) Swap Contracts entered into for bona fide hedging purposes and not for speculative purposes with counterparties reasonably acceptable to the Required Lenders; (o) the Borrower’s Series B, C, D and E preferred shares outstanding on the date hereof; and (p) Permitted Royalty Financings.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination, standstill and related terms (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (c) Guaranty Obligations of (i) the Borrower in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit Agreement; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leasesCapitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000; (fd) Secured (i) unsecured Indebtedness of a Loan Party owed to any other Loan Party and (ii) unsecured indebtedness of any Subsidiary of the Borrower that is not a Loan Party to any other Subsidiary of the Borrower that is not a Loan Party, and (iii) unsecured Indebtedness of a Loan Party to a Subsidiary that is not a Loan Party or unsecured Indebtedness in an aggregate principal amount of a Subsidiary that is not a Loan Party to exceed $2,000,000 at any time outstandinga Loan Party, which Indebtedness shall (A) to the extent required by the Administrative Agent, be evidenced by promissory notes, (B) be on terms (including subordination terms) acceptable to the Administrative Agent and (C) be otherwise permitted under the provisions of Section 7.03 (“Intercompany Debt”); (ge) Guaranty Obligations Guarantees of the Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstandingwholly-owned Subsidiary; (hf) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and Indebtedness of any First Lien Guarantor, (ii) loans or advances made by Person that becomes a Subsidiary of the Borrower (or a Person that would become a subsidiary of after the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor date hereof in a Subsidiary of the Borrower transaction permitted hereunder; provided that such Indebtedness is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor and was not incurred solely in contemplation of such Person’s becoming a transaction Subsidiary of the Borrower; (g) other secured Indebtedness subject to Liens permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) under Section 7.01 in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding 10,000,000 at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstanding.

Indebtedness. Create, incur, assume or suffer to exist exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof Closing Date and listed on set forth in Schedule 7.03 and any refinancings, refundings, renewals or and extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing or extension and by an amount equal to any existing commitments unutilized thereunderthereunder and (ii) the material terms taken as a whole of such refinancing or extension are not materially less favorable in any material respect to the Borrower and its Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced or extended; (c) Guaranty Obligations intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by the Borrower to a Subsidiary (i) such Indebtedness shall be subordinated to the Borrower Obligations in respect of Indebtedness otherwise permitted hereunder or under a manner and to an extent reasonably acceptable to the First Lien Credit Agreement Administrative Agent and (ii) any First Lien Guarantor in respect of such Indebtedness of shall not be prepaid unless no Default exists immediately prior to or after giving effect to such First Lien Guarantor permitted under the First Lien Credit Agreementprepayment; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; ;” and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) (i) Indebtedness of the Portfolio Companies (exclusive of Indebtedness of the Portfolio Companies permitted pursuant to other clauses of this Section 7.03 that are applicable to Portfolio Companies) that does not exceed in the aggregate at any time outstanding for any Portfolio Company the greater of (x) $3,000,000 and (y) the product of (I) the Portfolio Company EBITDA of such Portfolio Company for the twelve month period ending on the last day of the month for which financial statements regarding such Portfolio Company have been most recently delivered to the Administrative Agent in accordance with the terms of this Agreement times (II) 0.10 (with measurements under this clause (i) made at the time of incurrence of any such Indebtedness of the Portfolio Companies); (ii) Indebtedness consisting of obligations in respect of capital leases, Synthetic Lease Obligations and the deferred purchase money obligations for fixed price of property or capital assets within the limitations set forth in Section 7.01(i); provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000; services (fother than Earn Out Obligations) Secured or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 25,000,000 at any time outstanding and (iii) Indebtedness of the Borrower that does not exceed $1,000,000 in the aggregate at any time outstanding; (f) Qualified Intercompany Debt; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding[reserved]; (h) Permitted Equipment FinancingGuarantees (i) of obligations under real property leases and obligations in respect of severance payments provided by entities within the same Portfolio Company or Outside Company (as applicable), so long as any such guarantee is provided at the time such obligations are incurred, (ii) by the Borrower of obligations of Subsidiaries to the extent required by applicable law in an aggregate amount not to exceed $10,000,000 at any time outstanding, (iii) by the Borrower of obligations (contingent or otherwise) of Portfolio Companies existing or arising under Swap Contracts permitted by Section 7.03(d) the Swap Termination Value of which shall not exceed $5,000,000 in the aggregate for the amount guaranteed under all such Guarantees under this clause (iii), and (iv) arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.05; (i) Permitted First Lien FinancingEarn Out Obligations, provided that on the date of the incurrence of any Permitted Earn Out Obligation the aggregate amount of such Permitted Earn Out Obligation plus the aggregate amount of all then outstanding Permitted Earn Out Obligations for all Portfolio Companies shall not exceed an amount equal to 20% of Consolidated EBITDA, calculated on a Pro Forma Basis, for the twelve-month period ending on the last day of the most recently ended month for which a Compliance Certificate has been delivered to the Administrative Agent in accordance with the provisions of this Agreement; (j) (i) loans or advances among the 2026 Senior Unsecured Notes; provided that the Borrower and any First Lien Guarantor, shall redeem the 2026 Senior Unsecured Notes in full on or prior to the date that is two (2) Business Days after the 2026 Redemption Date; (ii) loans or advances made by a Subsidiary unsecured Indebtedness of the Borrower arising under the 2029 Senior Unsecured Note Documents and any refinancing thereof; provided that (A) the amount of such Indebtedness is not increased in connection with such refinancing except by an amount equal to customary fees and expenses incurred in connection with such refinancing; and (B) any amendment, modification or a Person that would become a subsidiary change to the terms of such Indebtedness in connection with such refinancing shall be permitted under Section 7.12(a); and (iii) any other unsecured Indebtedness of the Borrower Borrower; provided that (A) both before and after giving effect to the incurrence of such loan or advanceIndebtedness and the application of the proceeds thereof, the Consolidated Total Leverage Ratio is at least 0.25 less than the maximum Consolidated Total Leverage Ratio then permitted under Section 7.11(a) and the Borrower is otherwise in compliance with the financial covenants in Section 7.11, in each case on a Pro Forma Basis with such financial covenants recomputed for the twelve-month period ending on the last day of the most recently ended month for which a Compliance Certificate has been delivered to the Administrative Agent in accordance with the provisions of this Agreement, and if such Indebtedness exceeds $5,000,000 the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating compliance with the foregoing, (B) no Default shall exist at the time of, or would result from, the incurrence of such Indebtedness, (C) the maturity date of such Indebtedness shall be at least 181 days after the latest maturity of any Loans hereunder, (D) such Indebtedness is not subject to any amortization payments or any First Lien Guarantormandatory prepayments or sinking fund payments (other than in connection with a change of control, asset sale or event of loss and customary acceleration rights after an event of default) in each case prior to the date at least 181 days after the latest maturity of any Loans hereunder, (iiiE) loans or advances made unless approved by the Borrower or any First Lien Guarantor in a Subsidiary Administrative Agent, such Indebtedness is on terms and conditions that are not materially more restrictive than the terms and conditions of this Agreement and the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02;other Loan Documents; and (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured constituting Indebtedness, surety and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 appeal bonds, performance bonds and other obligations of a like nature incurred in aggregate principal amount of such Indebtedness may be outstanding at each case by any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred Portfolio Company in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether an aggregate amount not to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstanding35,000,000.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding existing on the date hereof and listed on Schedule 7.03 and any refinancings, refundingsrenewals, renewals replacements or extensions thereof; provided that (i) the principal amount of such Indebtedness is not increased at the time of such refinancing, refundingrenewal, renewal replacement or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, (ii) the material terms, taken as a whole, of any such refinancing, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are not materially less favorable to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, renewed or extended and the interest rate applicable to any such refinancing, renewing or extending Indebtedness does not exceed the then applicable market interest rate, and (iii) the Administrative Agent shall receive prior notice of any refinancing, renewal or extension of such Indebtedness if the principal amount of such Indebtedness exceeds $16,200,000; (c) Guaranty Obligations Guarantees of (i) the Borrower any Loan Party in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit Agreementanother Loan Party; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, fluctuations in currency, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; ;” and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) unsecured Indebtedness in respect of short-term obligations to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services so long as such obligations are incurred in the ordinary course of business and not in connection with the borrowing of money and paid prior to the date when due; (f) Indebtedness with respect to bid bonds, surety bonds, performance bonds, security deposits and other obligations of a like nature incurred by the Borrowers and their Subsidiaries in the ordinary course of business; (g) Indebtedness for taxes, assessments or governmental charges to the extent that payment therefor shall at the time not be required to be made in accordance with Section 5.11; (h) Indebtedness of non-Domestic Subsidiaries with an aggregate outstanding principal amount not in excess of $32,400,000 and Indebtedness of non-Domestic Subsidiaries constituting Investments by Loan Parties permitted under Section 7.02(b) or (c); (i) Indebtedness among the Borrowers and their Subsidiaries otherwise permitted under Section 7.02; and (j) [reserved]; (k) the Borrowers and their Subsidiaries shall have the right to incur (A) unlimited unsecured Indebtedness (not of the nature or type specified in clause (b) or clauses (d) through (h) of this Section 7.03); and (B) secured Indebtedness (not of the nature or type specified in clause (b) or clauses (c) through (h) of this Section 7.03) in an amount not exceeding for all such secured Indebtedness 15% of Consolidated Tangible Net Worth as of last day of the most recently ended fiscal quarter for which financial statements required by Section 6.01(a) or (b) have been delivered; so long as, at the time of incurrence of any Indebtedness permitted by the foregoing subclauses (A) or (B), the Borrowers are in Pro Forma Compliance (including after the incurrence of such Indebtedness and the use of proceeds thereof) with the financial covenants contained in Section 7.11; and provided, further, that with respect to any such Indebtedness under this clause (k), (i) no such Indebtedness may be incurred during the continuance of any Event of Default, (ii) such Indebtedness shall have a maturity that is not prior to 180 days after the Maturity Date and shall contain financial covenants that are no more restrictive to the Borrowers than those financial covenants contained in the Loan Documents, provided, that this subclause (ii) shall not apply to (a) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for the purchase or improvement of fixed or capital assets within assets; (b) Indebtedness acquired in Permitted Acquisitions; and (c) Indebtedness captured by clauses (b) and (d) of the limitations set forth in Section 7.01(i)definition of Indebtedness; provided that and (iii) the Administrative Agent shall receive prior notice of the incurrence of any such Indebtedness the principal amount of which exceeds $10,800,000 if, after giving effect thereto, the aggregate outstanding principal amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000; (f) Secured or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; under this clause (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed exceeds $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstanding32,400,000.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof Closing Date and listed on set forth in Schedule 7.03 8.03 and any renewals, refinancings, refundingsamendments, renewals or replacements and extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such renewal, refinancing, refundingamendment, renewal replacement or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing or extension and by an amount equal to any existing commitments unutilized thereunderthereunder and (ii) the material terms taken as a whole of such renewal, refinancing, amendment, replacement or extension are not materially less favorable in any material respect to the Borrower and its Subsidiaries or the Lenders than the terms of the Indebtedness being renewed, refinanced, amended, replaced or extended; (c) Guaranty Obligations of (i) Intercompany Indebtedness permitted under Section 8.02; provided that in the Borrower in respect case of Indebtedness otherwise permitted hereunder or under owing by a Loan Party to a Subsidiary that is not a Loan Party, such Indebtedness shall be subordinated prior to the First Lien Credit Agreement Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent (ii) any First Lien Guarantor in respect acting at the direction of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit AgreementRequired Lenders); (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; ;” and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting non‑defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness hereafter incurred by SWY and its Subsidiaries to finance the purchase of fixed assets, and obligations in respect of capital leases, leases and Synthetic Lease Obligations Obligations, and purchase money obligations for fixed or capital assets within renewals, replacements, amendments, refinancings and extensions of the limitations set forth in Section 7.01(i); foregoing, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed, together with the aggregate outstanding principal amount of any Indebtedness incurred pursuant to clause (b) above or clause (k) below, $55,000,000 at any one time outstanding outstanding; and (ii) such Indebtedness when incurred shall not exceed $7,000,000the purchase price of the asset(s) financed; (f) Secured or unsecured Guarantees with respect to Indebtedness in an aggregate principal amount not permitted under clauses (a) through (e) of this Section 8.03 so long as the Person granting such Guarantee would have been permitted to exceed $2,000,000 at any time outstanding;incur such Indebtedness directly; and (g) Guaranty Obligations of the Borrower Indebtedness in respect of Indebtedness otherwise permitted hereunder worker’s compensation claims, self-insurance obligations, bankers’ acceptances and bid, performance bonds, revenue bonds, stay bonds, customs bonds, bid bonds, appeal bonds, surety bonds and similar obligations and trade-related letters of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed credit and performance and completion guarantees issued for the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary account of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower SWY or any First Lien Guarantorof its Subsidiaries, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retiredeach case, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (oh) Indebtedness in respect arising from the honoring by a bank or other financial institution of overdraft protections and otherwise in connection with deposit accountsa check, in each case draft or similar instrument drawn against insufficient funds in the ordinary course of business; (pi) guaranties Indebtedness of SWY or any of its Subsidiaries arising in connection with the ordinary course endorsement of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements instruments for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (rj) Indebtedness in respect the form of employee benefit plans and programsobligations under indemnification, whether to current or retired employeespurchase price adjustments, includingincentive, without limitationnon-compete, accrued expenses, pension liabilitiesconsulting, deferred compensation, bonus plans, option plans, medical, dental earn-out and other health plans and other similar plans providing benefits to employees entered into obligations incurred by SWY or any Subsidiary thereof in the ordinary course of business (but not including Indebtedness under employment agreements)connection with any Permitted Acquisition; (sk) other Indebtedness arising from judgmentsof a nature not contemplated in the foregoing clauses in a principal amount not to exceed, orders or other awards with respect to the extent not constituting an Event Loan Parties and their Subsidiaries, together with the aggregate outstanding principal amount of Default; and any Indebtedness incurred pursuant to clauses (tb) Indebtedness of Foreign Subsidiaries which does not exceed or (e) above, $2,000,000 55,000,000 in the aggregate at any time outstanding; (l) Indebtedness representing deferred compensation to employees of the Borrower or any Subsidiary; (i) Indebtedness incurred under the SWY Credit Agreement having a principal amount not to exceed $225,000,000 in the aggregate at any time outstanding and (ii) any renewals, refinancings, amendments, replacements and extensions thereof; provided that (A) the amount of such Indebtedness is not increased at the time of such renewal, refinancing, amendment, replacement or extension except by an amount equal to the fees and expenses reasonably incurred in connection with such renewal, refinancing, amendment, replacement or extension and by an amount equal to any existing commitments unutilized thereunder and (B) the terms of such renewed, refinancing, amended, replacement or extended Indebtedness shall be substantially the same as those under the SWY Credit Agreement and the other “Loan Documents” (as defined in the SWY Credit Agreement), other than with respect to the final maturity date thereof; and (n) the Subordinated Shareholder Loan. Notwithstanding anything to the contrary in this Section 8.03, the aggregate amount of Indebtedness (including, solely for purposes of this paragraph, unutilized commitments under the SWY Credit Agreement) incurred by SWY and its Subsidiaries any time outstanding pursuant to this Section 8.03 shall not exceed $280,000,000 in the aggregate.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness of Holdings and its Subsidiaries under the Loan Documents; (b) Indebtedness outstanding of Holdings and its Subsidiaries existing on the date hereof and listed on Schedule 7.03 8.03 (and any refinancingsrenewals, refundings, renewals refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthen prevailing market terms); (c) Guaranty Obligations of (i) intercompany Indebtedness among Holdings and its Subsidiaries to the Borrower in respect of Indebtedness otherwise extent permitted hereunder or under the First Lien Credit Agreement and (ii) Section 8.02; provided, however, that, if secured, any First Lien Guarantor in respect of such Indebtedness of a Loan Party shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, any such First Lien Guarantor permitted under note to a Loan Party shall be pledged to the First Lien Credit AgreementCollateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of the Borrower Holdings or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrumentContract; provided provided, however, that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, assets or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyspeculation; (e) purchase money Indebtedness (including obligations in respect of capital leasesCapital Leases or Synthetic Leases) hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase, Synthetic Lease Obligations and purchase money obligations for acquisition, construction, repair, replacement or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i)assets, and renewals, refinancings and extensions thereof; provided provided, however, that the aggregate amount of all (i) such Indebtedness at any one time outstanding when incurred shall not exceed $7,000,000the purchase price of the asset(s) financed, (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing and (iii) at the time of and immediately after giving effect to such incurrence, the Borrower will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) Secured or other unsecured Indebtedness of the Borrower; provided, however, that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous to Holdings and its Subsidiaries than the terms hereof (excluding interest rates, fees, funding discounts and prepayment or redemption premiums); provided, however, that an Officer’s Certificate of the Borrower delivered to the Administrative Agent at least ten 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 Borrower 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 Administrative Agent notifies the Borrower, as the case may be, within such ten Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), (iii) no Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrower will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on a Pro Forma Basis and (v) the Borrower shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (g) Indebtedness of the Borrower and its Subsidiaries acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition; provided, however, that (i) no Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrower will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on a Pro Forma Basis and (iii) the Borrower shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness of the Borrower and its Subsidiaries arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (i) Securitization Indebtedness of the Borrower and its Subsidiaries in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing50,000,000; (j) (i) loans Indebtedness to current or advances among the Borrower former officers, directors, managers, consultants and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower employees (or a Person that would become a subsidiary of the Borrower after giving effect to such loan their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or advancedistributees) to finance the Borrower purchase or any First Lien Guarantor, (iii) loans redemption of Capital Stock and Capital Stock Equivalents of Holdings or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is its Subsidiaries permitted by Section 7.028.06; (k) Indebtedness incurred by the Borrower or any of its Subsidiaries in a Person existing at Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the time extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (l) obligations of Holdings and its Subsidiaries under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (m) Indebtedness incurred by Borrower and its Subsidiaries consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (n) Indebtedness incurred by the Borrower or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided, however, that upon the drawing of such Person becomes a Subsidiary letter of credit, such reimbursement of obligations in respect of bankers’ acceptances or the incurrence of such Indebtedness, such obligations shall be reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (o) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (n) above and (q) through (s) below; (p) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any First Lien Guarantor Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (A) Indebtedness, secured or unsecured, of Foreign Subsidiaries of Holdings in an aggregate principal amount up to the greater of (i) $30,000,000 and (ii) five percent (5.0%) of Consolidated Foreign Assets, (B) Indebtedness, secured or unsecured, of Foreign Subsidiaries, the proceeds of which are used to purchase, acquire, construct, repair, replace or improve fixed or capital assets of such Foreign Subsidiaries; provided, however, that (1) such Indebtedness may only be secured by the assets of such Foreign Subsidiaries and (2) after giving effect to the incurrence of such Indebtedness on a transaction permitted hereunder Pro Forma Basis, the Consolidated Net Secured Leverage Ratio shall be less than (excluding Capital Leases x) during all periods from the Closing Date through March 31, 2013, 2.25:1.00 and purchase money (y) thereafter, 2.00:1.0 and (C) any Permitted Refinancings of any Indebtedness incurred under this clause (q). (r) Guarantees by Holdings and its Subsidiaries with respect to Indebtedness permitted hereunderunder this Section 8.03; (s) the Senior Unsecured Notes in an aggregate principal amount not to exceed $1,000,000 for all such Persons 250,000,000 at any time outstanding; provided that outstanding and any such Permitted Refinancing thereof; (t) all Indebtedness was not created in anticipation (including Guarantees of or Indebtedness) in connection with the transaction an Investment in support of a joint venture or series of transactions a financing by such joint venture expected to be made pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retiredSection 8.02(g); provided, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent however, that so long as such Indebtedness is not secured and is subordinated to outstanding, the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (mor, in the case of a Guarantee, the maximum amount of such Guarantee) earn outs, indemnities and purchase price adjustments shall reduce the amount otherwise available pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreementsSection 8.02(g); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstanding.

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness under existing on the Loan DocumentsClosing Date (provided, that any such Indebtedness that is (x) not intercompany Indebtedness and (y) in excess of $2,000,000 shall be set forth on Schedule 6.01) and any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness (other than intercompany indebtedness Refinanced with Indebtedness owed to a person not affiliated with the Borrower or any Subsidiary); (b) Indebtedness outstanding on created hereunder (including pursuant to Section 2.21) and under the date hereof and listed on Schedule 7.03 other Loan Documents and any refinancings, refundings, renewals or extensions thereof; provided that the amount of Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderIndebtedness; (c) Guaranty Obligations of (i) the Borrower in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit Agreement; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; provided that (i) such obligations are (or were) pursuant to Hedging Agreements entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyspeculative purposes; (ed) Indebtedness owed to (including obligations in respect of capital leasesletters of credit or bank guarantees or similar instruments for the benefit of) any person providing workers’ compensation, Synthetic Lease Obligations and purchase money obligations for fixed health, disability or capital assets within the limitations set forth in Section 7.01(i); provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000; (f) Secured other employee benefits or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans property, casualty or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) liability insurance to the Borrower or any First Lien GuarantorSubsidiary, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which reimbursement or indemnification obligations to such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accountsperson, in each case in the ordinary course of businessbusiness or consistent with past practice or industry practices; (pe) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees Indebtedness of the Borrower to Holdings or any Subsidiary and its Subsidiaries; of any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided, that (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (ti) Indebtedness of Foreign Subsidiaries which does any Subsidiary that is not exceed $2,000,000 in a Subsidiary Loan Party owing to the aggregate at any time outstanding.Loan Parties shall be subject to

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the Loan Documentsordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (b) Indebtedness of a Guarantor owed to the Borrower or a Guarantor, which Indebtedness shall (i) constitute pledged debt under the Pledge Agreements, (ii) be on terms (including subordination terms) acceptable to the Administrative Agent and (iii) be otherwise permitted under the provisions of Section 7.03; (c) Indebtedness constituting the Obligations; (d) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Guaranty Obligations of (i) thereunder and the Borrower in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit Agreement; (d) obligations (contingent or otherwise) of the Borrower direct or any Subsidiary existing contingent obligor with respect thereto is not changed, as a result of or arising under in connection with such refinancing, refunding, renewal or extension; and provided, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any Swap Contract such refinancing, refunding, renewing or currency risk management financial instrument; provided that (i) such obligations are (or were) extending Indebtedness, and of any agreement entered into by and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilitiesrefinancing, commitmentsrefunding, investments, assets, property, renewing or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument extending Indebtedness does not contain any provision exonerating exceed the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partythen applicable market interest rate; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations Capitalized Leases and purchase money obligations for fixed or capital assets arising in connection with the acquisition of equipment within the limitations set forth in Section 7.01(i); provided provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,00010,000,000; (f) Secured or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations Guarantees of the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Subsidiary that Guarantor; (g) Indebtedness of the Borrower or any other Loan Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by the Borrower or such Loan Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstandingrepaid within five (5) Business Days; (h) Indebtedness in the form of (i) performance based earn-outs and purchase price adjustments and other similar contingent payment obligations in respect of any Permitted Equipment FinancingAcquisition and (ii) (A) payments to the former stockholders of the Borrower pursuant to the Merger Agreement so long as such payments are made from funds allotted for such purpose and held in their own account, segregated from all other assets of the Borrower and (B) indemnification claims under the Merger Agreement; (i) Permitted First Lien FinancingIndebtedness incurred by the Borrower or any other Loan Party (other than the Borrower) in respect of indemnification claims relating to adjustments of purchase price or similar obligations in any case incurred in connection with any Disposition permitted under Section 7.05; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary any Loan Party in respect of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guarantiesworkers’ compensation claims, performance, bidbid and surety bonds and completion guaranties, tenderin each case, appeal surety, statutory or similar obligations incurred in the ordinary course of business, which, in each case, is consistent with past practices; (ok) Indebtedness all obligations of the type described in respect clause (g) of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course definition of business“Indebtedness” relating to Qualified Securities; (pl) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of DefaultPermitted Mortgage Financings; and (tm) other Indebtedness; provided, however, that the aggregate principal amount of Indebtedness of Foreign Subsidiaries which does permitted under this Section 7.02(m) shall not exceed $2,000,000 in the aggregate 10,000,000 at any time outstanding.

Indebtedness. Create, incur, assume or assume, suffer to exist exist, guarantee, or otherwise become or remain, directly or indirectly, liable with respect to any Indebtedness, except: (a) Indebtedness under evidenced by this Agreement and the other Loan Documents;, (b) Indebtedness outstanding on the date hereof Closing Date and listed set forth on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;Reporting Addendum, (c) Guaranty Obligations of (i) the Borrower in respect of Indebtedness otherwise intercompany loans and advances permitted hereunder or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit Agreementby Section 7.11; (d) Indebtedness (including Guarantees) in respect of (i) performance, surety, bid, appeal or similar bonds, completion guarantees or similar instruments, including letters of credit and bankers acceptances (not incurred for the purpose of borrowing money), in each case provided in the ordinary course of business, (ii) Hedging Agreements entered into in the ordinary course of business as a risk management strategy and (iii) agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligations pursuant to such agreement, incurred in connection with the disposition of any business, assets or Subsidiary of Borrower; (contingent e) Capital Lease Obligations and Indebtedness created, incurred or otherwise) assumed in respect of the purchase, improvement, repair or construction of property, provided that such Indebtedness is created, incurred or assumed within 180 days after the earlier of (x) the placement in service of such property or (y) the final payment on such property, and provided that the aggregate amount of the Indebtedness and created, incurred or assumed pursuant to this paragraph (e) at any time outstanding shall not exceed $500,000; (f) Indebtedness incurred to pay premiums for insurance policies maintained by Borrower or any of its Subsidiaries in the ordinary course of business not exceeding in aggregate the amount of such unpaid premiums; (g) Indebtedness of any Person acquired by Borrower or any of its Subsidiaries in an acquisition permitted by Section 7.11 (“Acquisition Indebtedness”) and assumed by Borrower or such Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; pursuant to such acquisition, provided that (i) such obligations are (or were) entered into by Indebtedness was not incurred in contemplation of such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilitiesacquisition, commitments, investments, assets, property, or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided that the aggregate amount of all such Indebtedness at any one time outstanding thereof shall not exceed $7,000,000; (f) Secured be secured by any assets other than some or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations all of the Borrower in respect of assets securing the acquired Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not prior to exceed the $2,000,000 at any time outstandingsuch acquisition; (h) refinancings, renewals, or extensions of Indebtedness permitted under clauses (b), (e) and (g) of this Section 7.1 (and continuance or renewal of any Permitted Equipment FinancingLiens associated therewith) so long as: (i) the terms and conditions of such refinancings, renewals, or extensions do not, in the Lender’s reasonable judgment, materially impair the prospects of repayment of the Obligations by the Credit Parties or materially impair Borrower’s or any Credit Party’s creditworthiness, (ii) such refinancings, renewals, or extensions do not result in an increase in the principal amount of, or interest rate with respect to, the Indebtedness so refinanced, renewed, or extended or add one or more Credit Parties as liable with respect thereto if such additional Credit Parties were not liable with respect to the original Indebtedness, (iii) such refinancings, renewals, or extensions do not result in a shortening of the average weighted maturity of the Indebtedness so refinanced, renewed, or extended, nor are they on terms or conditions, that, taken as a whole, are materially more burdensome or restrictive to the applicable Credit Party, (iv) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension Indebtedness must include subordination terms and conditions that are at least as favorable to the Lender as those that were applicable to the refinanced, renewed, or extended Indebtedness, and (v) the Indebtedness that is refinanced, renewed, or extended is not recourse to any Person that is liable on account of the Obligations other than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended; (i) Permitted First Lien Financing; (j) (i) loans Guarantees with respect to bonds issued to support workers’ compensation, unemployment or advances among the Borrower other insurance or self-insurance obligations, and any First Lien Guarantorsimilar obligations, (ii) loans or advances made in each case, incurred by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred its Subsidiaries in the ordinary course of business; (oj) Indebtedness in the form of any earnout or other similar contingent payment obligation incurred in connection with an acquisition permitted hereunder; (k) Indebtedness arising in the ordinary course of business in respect of netting services, overdraft protections protections, cash management services and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (pl) guaranties Guarantees (i) of Indebtedness otherwise permitted to be incurred hereunder or (ii) granted in the ordinary course of business of the obligations of suppliers, landlordscustomers, customers franchisees and licensees of the Borrower and or any of its Subsidiaries; (qm) endorsements Indebtedness incurred by Excluded Subsidiaries to fund the origination or purchase of receivables or the purchase of goods to be held for collection, deposit or negotiation and warranties of products or serviceslease, in each either case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (tn) Other Indebtedness of Foreign Borrower or any of its Subsidiaries which does not exceed $2,000,000 in the an aggregate face and/or principal amount at any time outstandingoutstanding not in excess of $1,000,000.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents, including Incremental Term Loans and Incremental Revolving Loans; (b) Indebtedness outstanding on the date hereof and listed Funding Date and, to the extent constituting an aggregate principal amount greater than $500,000 as set forth on Schedule 7.03 6.03, and any refinancings, refundings, renewals or extensions Permitted Refinancing Indebtedness in respect thereof; provided that the amount of that, any such Indebtedness (including any Permitted Refinancing Indebtedness in respect thereof), to the extent owed by a Loan Party to a Subsidiary that is not increased at a Loan Party, shall be unsecured and subordinated to the time payment of such refinancing, refunding, renewal or extension except by an amount equal the Obligations in a manner reasonably satisfactory to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthe Administrative Agent; (c) Guaranty Obligations of (i) Guarantees by the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or under the First Lien Credit Agreement and any Guarantor; (ii) Guarantees by any First Lien Restricted Subsidiary that is not a Loan Party in respect of Indebtedness otherwise permitted hereunder of the Parent Guarantor, the Borrower or any Restricted Subsidiary; and (iii) Guarantees by the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of Restricted Subsidiaries that are not Loan Parties to the extent such First Lien Guarantor Guarantee constitutes an Investment permitted under the First Lien Credit Agreementby Sections 6.02(c)(i) or 6.02(o); (d) obligations (contingent or otherwise) of the Parent Guarantor, the Borrower or any Restricted Subsidiary existing or hereafter arising under any Swap Contract or currency risk management financial instrumentContract; provided that that, (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”speculation; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyparty (other than pursuant to customary netting or set-off provisions); (e1) Indebtedness of the Parent Guarantor, the Borrower or any Restricted Subsidiary in respect of capital leases, Synthetic Lease Obligations Capital Leases and purchase money obligations for fixed or capital assets assets, which may be secured by Liens under and within the applicable limitations set forth in Section 7.01(i6.01(i); provided that that, the aggregate amount of all such Indebtedness at any one time outstanding pursuant to this clause (e) (when aggregated with the aggregate principal amount of Permitted Refinancing Indebtedness (other than any Refinancing Excess Amounts) Incurred pursuant to subclause (2) below in respect of such Indebtedness then outstanding) shall not exceed the greater of (x) $7,000,0008,000,000 and (y) 20% of Consolidated EBITDA of the Parent Guarantor, the Borrower and the Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a) or (b) or, prior to the time any such statements are first required to be so delivered pursuant to Section 5.01(a) or (b), the financial statements delivered pursuant to (1) prior to the Funding Date, Section 4.01(d)(i) and (y) on and after the Funding Date, Section 4.01(d)(i) and (ii) and (2) Permitted Refinancing Indebtedness in respect of any Indebtedness incurred under the foregoing; (f) Secured Indebtedness of the Parent Guarantor, the Borrower or any Restricted Subsidiary owing to the Parent Guarantor, the Borrower or any Restricted Subsidiary to the extent constituting an Investment permitted by Section 6.02(c); provided that, such Indebtedness, to the extent owed by a Loan Party to a Restricted Subsidiary that is not a Loan Party, shall be subordinated to the payment of the Obligations in a manner reasonably satisfactory to the Administrative Agent; (g) Indebtedness incurred by a Restricted Subsidiary that is not organized under the laws of any political subdivision of the United States, which, when aggregated with the principal amount of all other Indebtedness incurred pursuant to this clause (g) and then outstanding, does not exceed the greater of (x) $7,000,000 and (y) 14% of Consolidated EBITDA of the Parent Guarantor, the Borrower and the Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a) or (b) or, prior to the time any such statements are first required to be so delivered pursuant to 5.01(a) or (b), the financial statements delivered pursuant to (1) prior to the Funding Date, Section 4.01(d)(i) and (2) on and after the Funding Date, Section 4.01(d)(i) and (ii); (1) unsecured Indebtedness issued by the Parent Guarantor, the Borrower and the Restricted Subsidiaries, including Disqualified Equity Interests; provided that, (i) the pro forma Total Leverage Ratio would be less than 4.00:1.00, (ii) the stated maturity of such Indebtedness is not less than ninety one (91) days following the Latest Maturity Date at the time of incurrence of such unsecured Indebtedness and the Weighted Average Life to Maturity of such Indebtedness is not shorter than the remaining Weighted Average Life to Maturity of any Term Loans, and (iii) at the time of incurrence of such Indebtedness, there shall be no Event of Default; provided that, the aggregate amount of all Indebtedness incurred by Restricted Subsidiaries that are not Loan Parties at any one time outstanding pursuant to this clause (h) (when aggregated with the aggregate principal amount of Permitted Refinancing Indebtedness (other than any Refinancing Excess Amounts) Incurred pursuant to subclause (2) below in respect of such Indebtedness then outstanding) shall not exceed the greater of (i) $15,000,000 and (ii) 37.5% of Consolidated EBITDA of the Parent Guarantor, the Borrower and the Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a) or (b) or, prior to the time any such statements are first required to be so delivered pursuant to Section 5.01(a) or (b), the financial statements delivered pursuant to (1) prior to the Funding Date, Section 4.01(d)(i) and (2) on and after the Funding Date, Section 4.01(d)(i) and (ii) and (2) Permitted Refinancing Indebtedness in respect of any Indebtedness incurred under the foregoing; (i) other Indebtedness of the Parent Guarantor, the Borrower and the Restricted Subsidiaries in an aggregate principal amount not to exceed $2,000,000 at any one time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount outstanding not to exceed the greater of (x) $2,000,000 at 10,000,000 and (y) 25% of Consolidated EBITDA of the Parent Guarantor, the Borrower and the Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a) or (b) or, prior to the time any time outstanding; such statements are first required to be so delivered pursuant to Section 5.01(a) or (hb), the financial statements delivered pursuant to (1) Permitted Equipment Financing; prior to the Funding Date, Section 4.01(d)(i) and (i2) Permitted First Lien Financingon and after the Funding Date, Section 4.01(d)(i) and (ii); (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02[reserved]; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of Parent Guarantor, the Borrower or any First Lien Guarantor Restricted Subsidiary consisting of obligations to pay insurance premiums or take-or-pay obligations contained in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations supply arrangements incurred in the ordinary course of business; (l) Indebtedness consisting of obligations of the Parent Guarantor, the Borrower or the Restricted Subsidiaries under deferred consideration or other similar arrangements (including earn-outs, indemnifications, incentive non-competes and other contingent obligations and agreements consisting of the adjustment of purchase price or similar adjustments) incurred by such Person in connection with any Permitted Acquisition or Disposition permitted by Section 6.05 or any other Investment permitted under Section 6.02; provided that, the aggregate principal amount of all such Indebtedness of Restricted Subsidiaries that are not Loan Parties shall not exceed $5,000,000 in the aggregate at any time outstanding; (m) Indebtedness incurred by the Parent Guarantor, the Borrower or any Restricted Subsidiary in respect of bank guarantees, warehouse receipts or similar instruments (other than letters of credit) issued or created in the ordinary course of business or consistent with past practice, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement type obligations (other than obligations in respect of letters of credit) regarding workers compensation claims; (n) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Parent Guarantor, the Borrower or any Restricted Subsidiary; (o) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided that, such Indebtedness is extinguished within five (5) Business Days of incurrence; (p) Indebtedness in respect of overdraft protections facilities, automatic clearinghouse arrangements, employee credit card programs, corporate cards and otherwise in connection with deposit accountspurchasing cards, in each case and other business cash management arrangements in the ordinary course of business, including Indebtedness arising under or in connection with any Cash Management Agreement with a Cash Management Bank, and incentive, supplier finance or similar programs; (pq) guaranties Indebtedness incurred under commercial letters of credit issued for the account of the Parent Guarantor, the Borrower or any Restricted Subsidiary in the ordinary course of business (and not for the purpose of, directly or indirectly, incurring Indebtedness or providing credit support or a similar arrangement in respect of Indebtedness) or Indebtedness of the obligations of suppliersParent Guarantor, landlords, customers and licensees of the Borrower or any Restricted Subsidiary under letters of credit and its Subsidiariesbank guarantees backstopped by Letters of Credit issued under this Agreement; (qr) endorsements for collectionIndebtedness representing deferred compensation to employees of the Parent Guarantor, deposit the Borrower or negotiation and warranties of products or services, in each case any Restricted Subsidiary incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness in respect of the Obligations, including arising under the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed Closing Date; provided that in the case of Indebtedness in excess of $5,000,000 (individually) shall be set forth on Schedule 7.03 and any refinancings7.01; provided, refundingsfurther, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Guaranty Obligations guarantees of (i) the Borrower Company or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Company or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit Agreementother Subsidiary; (d) obligations (contingent or otherwise) of the Borrower Company or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; ;” and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) (A) Indebtedness in respect (including Capital Leases Obligations) of capital leasesthe Company or any of the Subsidiaries financing the acquisition, Synthetic Lease Obligations and purchase money obligations for construction, repair, replacement or improvement of fixed or capital assets within and (B) any refinancing of the limitations set forth in Section 7.01(i); provided that foregoing the aggregate principal amount of all such Indebtedness at any one time that is outstanding in reliance on this subclause (e) shall not exceed $7,000,00010% of the Company’s Consolidated Net Worth, determined as of the end of the most recently completed fiscal quarter of the Company; (f) Secured obligations of the Company or unsecured Indebtedness any Subsidiary for Taxes that are not overdue for a period of more than thirty (30) days or which are being contested in an aggregate principal amount not to exceed $2,000,000 at any time outstandinggood faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (g) Guaranty Obligations of the Borrower Indebtedness in respect of Investments permitted by Section 7.02(c) and Indebtedness otherwise in the form of deferred purchase price, earn out or similar obligations to sellers in respect of Acceptable Acquisitions permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstandingunder Section 7.02(l); (h) Permitted Equipment FinancingIndebtedness arising from the endorsement of instruments for collection or deposit in the ordinary course of business; (i) Permitted First Lien FinancingSubordinated Indebtedness incurred in connection with any Acceptable Acquisition; provided that immediately before and immediately after giving effect to the incurrence of such Indebtedness, no Event of Default shall have occurred and be continuing; (j) other Indebtedness, the aggregate outstanding principal amount of which incurred under this clause (ij) loans or advances among shall, at the Borrower time of (and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advanceto) to any incurrence thereof not exceed the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary greater of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02$130,000,000 and 50.0% of Consolidated TTM EBITDA; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantorarising under Qualified Securitization Facility; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agentunsecured Indebtedness; provided that no more than $1,000,000 in aggregate principal amount both immediately before and immediately after giving effect to the incurrence of such Indebtedness may Indebtedness, (i) the Company is in compliance with the financial covenants set forth in Section 7.11 on a pro forma basis calculated as of the most recent measurement period for which financial statements have been provided pursuant to Section 6.01 and (ii) no Event of Default shall have occurred and be outstanding at any timecontinuing; (m) earn outs(A) (1) Indebtedness of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into the Company or a Subsidiary) after the effective date as a result of an Acceptable Acquisition or other Investment (and any guarantee of such Indebtedness by a Subsidiary of such Person), indemnities (2) Indebtedness of any Person that is assumed by the Company or any Subsidiary in connection with an acquisition of assets by the Company or such Subsidiary in an Acceptable Acquisition or other Investment and purchase price adjustments (3) any guarantee of Indebtedness described in the foregoing clauses (1) and (2) by any Person that so becomes a Subsidiary, that is the survivor of a merger or consolidation with such Person or that is a Subsidiary of such Person; provided that such Indebtedness (or guarantee thereof) is not incurred in contemplation of such Acceptable Acquisition or other Investment, in each case subject to pro forma compliance with the covenants in Section 7.10 and (B) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to Permitted Acquisitionsthe foregoing subclause (A); (n) Indebtedness which may be deemed representing deferred compensation to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations employees and other service providers of the Company and the Subsidiaries incurred in the ordinary course of business; (o) Indebtedness consisting of obligations under deferred compensation or other similar arrangements incurred in connection with or any Acceptable Acquisition or other Investment permitted hereunder; (p) Cash Management Agreements and other Indebtedness in respect of netting services, overdraft protections and otherwise similar arrangements and Indebtedness arising from the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds, (including Indebtedness owed on a short term basis of no longer than 30 days to banks and other financial institutions incurred in the ordinary course of business of the Company and its Subsidiaries with such banks or financial institutions that arises in connection with deposit accountsordinary banking arrangements to manage cash balances of the Company and its Subsidiaries); (q) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case in the ordinary course of business; (pr) guaranties obligations in respect of performance, bid, appeal and surety bonds and performance, bankers’ acceptance facilities and completion guarantees and similar obligations provided by the Company or any of its Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements);consistent with past practice; and (s) Indebtedness arising from judgmentssupported by a letter of credit issued pursuant to this Agreement or any other letter of credit, orders bank guarantee or similar instrument permitted by this Section 7.03, in a principal amount not to exceed the face amount of such letter of credit, bank guarantee or such other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstandinginstrument.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents, any Secured Cash Management Agreements and any Secured Hedge Agreements; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 7.02, and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder plus any accrued but unpaid interest thereon and (ii) the direct or any contingent obligor with respect thereto is not changed as a result of or in connection with such refinancing, refunding, renewal or extension; (c) Guaranty Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, that the aggregate principal amount of all such Indebtedness shall not exceed $5,000,000 at any time outstanding; (d) intercompany Indebtedness among the Consolidated Companies; provided that (i) any such Indebtedness owed by a Subsidiary that is not a Loan Party to a Loan Party shall be subject to the Borrower limitations set forth in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and Section 7.03(e), (ii) any First Lien Guarantor in respect such Indebtedness owed by a Loan Party shall be subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent and (iii) no such Indebtedness owed to a Loan Party shall be evidenced by a promissory note or other instrument unless pledged and delivered to the Administrative Agent pursuant to the Security Agreement as additional Collateral; (e) Guarantees by any Loan Party of Indebtedness of any other Loan Party; provided, that such First Lien Guarantor Indebtedness is otherwise permitted under the First Lien Credit Agreementby this Section 7.02; (df) obligations (contingent or otherwise) of any of the Borrower or any Subsidiary Consolidated Companies existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000; (f) Secured or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower unsecured Indebtedness to sellers in respect of Indebtedness otherwise permitted hereunder of any Subsidiary the purchase price for a Permitted Acquisition; provided, that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more Agent and does not mature or require any principal repayments earlier than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any timethe date which is six months after the scheduled Maturity Date (“Permitted Seller Debt”); (mh) earn outs, indemnities and purchase price adjustments pursuant to Permitted AcquisitionsIndebtedness incurred in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums in the ordinary course of business; (ni) Indebtedness which may be deemed in respect of netting services, overdraft protections and otherwise in connection with deposit accounts to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations the extent incurred in the ordinary course of business; (j) Indebtedness of any of the Consolidated Companies to former, future or current officers, directors, consultants or employees of any of the Consolidated Companies or their respective estates to finance the purchase or redemption of Equity Interests of Holdings; provided, that (i) the applicable Restricted Payment is permitted by Section 7.06, (ii) any such Indebtedness owed by a Loan Party shall be subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent, and (iii) that the aggregate principal amount of all such Indebtedness shall not exceed $500,000 at any time outstanding; (k) Indebtedness consisting of unsecured Earnouts (including under Deferred Earnout Notes), indemnification, adjustment of purchase price, non-competition, deferred compensation, working capital adjustments or similar adjustments incurred in connection with any Permitted Acquisition or a Disposition permitted under Section 7.05; (l) customary reimbursement or indemnity obligations incurred in the ordinary course of business with respect to appeal bonds, performance bonds, bids, trade contracts, governmental contracts and leases (other than for the repayment of Indebtedness), statutory obligations, workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance; and (m) non-cash accruals of interest, accretion or amortization of original issue discount and/or pay-in-kind interest with respect to Indebtedness permitted under this Section 7.02; (n) Indebtedness outstanding under the Existing Travel Cards for travel expenditures made in the ordinary course of business; provided, that such Indebtedness (i) is either unsecured or secured only by Liens permitted under Section 7.01(u), (ii) was not carried over from a prior monthly billing cycle and that Borrower reasonably anticipates that such Indebtedness will be timely repaid in full following the end of the current monthly billing cycle, and (iii) does not exceed $1,000,000 in the aggregate at any time; (o) Indebtedness in respect of overdraft protections the Existing Letters of Credit and otherwise in connection with deposit accountsany increases, in each case in extensions or renewals (automatic or otherwise) thereof, provided, that the ordinary course aggregate face amount of businesssuch letters of credit shall not exceed $1,000,000 at any time; (p) guaranties Indebtedness assumed in connection with a Permitted Acquisition; provided, that such Indebtedness exists at the ordinary course of business of the obligations of suppliers, landlords, customers time such Permitted Acquisition is consummated and licensees of the Borrower and its Subsidiaries;is not created in contemplation thereof or in connection therewith; and (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) unsecured Indebtedness of Foreign Subsidiaries which does the Loan Parties; provided, that the aggregate principal amount of all such Indebtedness shall not exceed $2,000,000 in the aggregate 1,000,000 at any time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Indebtedness under Current accounts payable arising in the Loan Documentsordinary course of business; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Guaranty Obligations Indebtedness of (i) a Subsidiary owing to the Borrower in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and another Subsidiary; (iid) Guarantees by any First Lien Guarantor Subsidiary in respect of Indebtedness of such First Lien Guarantor the Borrower or of another Subsidiary otherwise permitted under the First Lien Credit Agreementhereunder; (de) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; ;” and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (ef) Indebtedness in respect of capital or financing leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i7.01(d); provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000; (f) Secured or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations Indebtedness of the Borrower in respect incurred pursuant to that certain Second Amended and Restated Credit Agreement dated as of Indebtedness otherwise permitted hereunder September 10, 2018 by and among the Borrower, Bank of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not America, N.A., as administrative agent, and the lenders from time to exceed the $2,000,000 at any time outstanding;party thereto; and (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans Other secured or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made unsecured Indebtedness not otherwise permitted by the Borrower or any First Lien Guarantor in a Subsidiary foregoing clauses of the Borrower that is not a First Lien Guarantor this Section 7.03, so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstanding10% of Consolidated Total Assets.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for speculative purposes and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (b) Indebtedness of a Loan Party to another Loan Party, which Indebtedness shall (i) constitute “Pledged Debt” under the Security Agreement, (ii) be on terms (including subordination terms) acceptable to the Administrative Agent and (iii) be otherwise permitted under the provisions of Section 7.03; (c) Indebtedness under the Loan Documents; (bd) Indebtedness outstanding on the date hereof Amendment No. 1 Effective Date and listed on Schedule 7.03 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and provided, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (ce) Guaranty Obligations Guarantees of (i) the Borrower any Loan Party in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and (ii) of any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit Agreementother Loan Party; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (ef) Indebtedness in respect of capital leasesCapital Lease Obligations (other than Building Capital Leases), Synthetic Lease Obligations and purchase money obligations for fixed or capital assets Purchase Money Obligations within the limitations set forth in Section 7.01(i); provided provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,00025,000,000; (fg) Secured Indebtedness in respect of Building Capital Leases; (h) Indebtedness assumed or unsecured incurred in connection with a Permitted Acquisition or a Permitted Joint Venture on or after the Closing Date in an aggregate principal amount not to exceed $1,000,000 at any time outstanding for all such Indebtedness; provided that such Indebtedness (i) exists at the time such Person becomes a Subsidiary or the relevant assets are acquired, (ii) was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition or Permitted Joint Venture, and (iii) is not directly or indirectly recourse to any of the Loan Parties or any of their respective assets, other than to the Person that becomes a Subsidiary or the assets so acquired; (i) Indebtedness in respect of workers’ compensation claims, self-insurance obligations solely with respect to health benefits or bid, performance or surety bonds issued for the account of any Loan Party, in each case in the ordinary course of business, including guarantees or obligations of any Loan Party with respect to letters of credit supporting such workers’ compensation claims, self-insurance obligations solely with respect to health benefits, or bid, performance or surety obligations (in each case other than for an obligation for borrowed money); (j) other Indebtedness in an aggregate principal amount not to exceed $2,000,000 5,000,000 at any time outstanding, of which up to $2,500,000 may be secured pursuant to Section 7.01(k) and otherwise on terms and conditions (including subordination terms) and documentation reasonably acceptable to the Administrative Agent; (gk) Guaranty Obligations contingent obligations of the Borrower any Loan Party (x) in respect of Indebtedness otherwise permitted hereunder under this Section 7.02 (other than this Section 7.02(k)) and (y) with respect to operating leases of any Subsidiary that is not a First Lien Guarantor Loan Party entered into in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary ordinary course of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantorbusiness; (l) Indebtedness incurred representing deferred compensation to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations its Subsidiaries incurred in the ordinary course of business; (om) Indebtedness in respect of overdraft protections cash management obligations and otherwise other Indebtedness incurred in the ordinary course of business in respect of netting services and similar arrangements in each case in connection with cash management and deposit accounts, in each case accounts in the ordinary course of business; (pn) guaranties Indebtedness consisting of the financing of insurance premiums, in the ordinary course of business business, not to exceed one year of such premiums; (o) Indebtedness which may be deemed to exist in connection with customary agreements providing for indemnification, purchase price adjustments, earnouts and similar obligations in connection with Permitted Acquisitions, Permitted Joint Ventures or Asset Sales, in each case expressly permitted hereunder and subject to the obligations limitations as to amounts, if any, set forth in the definitions of suppliersPermitted Acquisition and Permitted Joint Ventures and Section 7.05, landlords, customers and licensees of the Borrower and its Subsidiariesas applicable; (p) Indebtedness arising from Investments permitted by Section 7.03; (q) endorsements Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (5) Business Days of incurrence; (r) to the extent constituting Indebtedness, Indebtedness arising in connection with endorsement of instruments for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (rs) Indebtedness consisting of promissory notes issued by Holdings, the Borrower or their respective Subsidiaries in lieu of a Restricted Payment to current or former directors, officers, employees or consultants (or their respective estate, heirs, family members, spouse, former spouses, domestic partners or former domestic partners) to finance the purchase or redemption of Equity Interests permitted by Section 7.06(c); provided that the aggregate amount of such Indebtedness shall not exceed $500,000 (including, in respect of employee benefit plans and programspremiums, whether to current or retired employeesinterest, includingfees, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental charges and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (sadditional or contingent interest) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstanding; provided, further, that the amount of any Indebtedness permitted pursuant to this Section 7.02(s) shall be reduced dollar-for-dollar by the amount of any Restricted Payment made pursuant to Section 7.06(c); and (t) all premiums (if any), interest (including post-petition interest but excluding capitalized interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (s) of this Section 7.02 which is not otherwise prohibited by the terms of the Loan Documents (including, without limitation subordination terms and dollar limitations), but subject to Section 7.02(d).

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder (each a “Permitted Refinancing”); (c) Guaranty Obligations Guarantees of (i) the Borrower in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and (ii) any First Lien Guarantor Subsidiary Loan Party in respect of Indebtedness of such First Lien Guarantor the Borrower or any Subsidiary Loan Party otherwise permitted under the First Lien Credit Agreementhereunder; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; provided that (i) such obligations are with any Lender (or wereAffiliate thereof) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions respect to the defaulting partyLoans outstanding under this Agreement; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000; (f) Secured or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans evidencing the deferred purchase price of newly acquired property or advances among incurred to finance the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary acquisition of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary other assets of the Borrower or any First Lien Guarantor in a transaction permitted hereunder its Subsidiaries (excluding Capital Leases and pursuant to purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of mortgages or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retiredotherwise, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary whether owed to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (mseller or a third party) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties used in the ordinary course of business of the Borrower or its Subsidiaries and any Indebtedness assumed in connection with such acquisition (provided that such Indebtedness is incurred within 180 days of the acquisition of such property other assets) and contingent obligations of suppliers, landlords, customers and licensees of the Borrower and its SubsidiariesSubsidiaries in respect of such Indebtedness, (ii) in respect of Capital Leases and contingent obligations of the Borrower and its Subsidiaries in respect of such Indebtedness and (iii) any Permitted Refinancing of Indebtedness referred to in clauses (i) and (ii); provided that the aggregate principal amount of all Indebtedness outstanding pursuant to this Section 7.03(e) shall not at any time exceed $20,000,000; (qf) endorsements for collectionIndebtedness of (i) the Borrower or any Subsidiary Loan Party owing to the Borrower or any Subsidiary Loan Party and (ii) the Borrower or any of its Subsidiaries owing to a Subsidiary which is not a Loan Party so long as the repayment obligations of the Borrower or any Subsidiary Loan Party are subordinated to the repayment in full of the Obligations on terms and conditions that are reasonably satisfactory to the Administrative Agent; (g) other unsecured Indebtedness, deposit either (i) the Net Cash Proceeds of which are applied in accordance with Section 2.06(c) or negotiation (ii) not otherwise permitted pursuant to clauses (a) through (f) above incurred by the Borrower and warranties its Subsidiaries not to exceed $100,000 in aggregate amount at any time outstanding; and (h) obligations in respect of products or servicessurety bonds, in each case performance bonds and other obligations of a like nature incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 7.02(b) to the Disclosure Letter and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; (c) Guaranty Obligations of (i) the Borrower in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit Agreement; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leases, (x) Capitalized Leases and Synthetic Lease Obligations and (y) purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i7.01(l); provided provided, however, that the aggregate amount of all such Indebtedness under this clause (c) at any one time outstanding shall not exceed $7,000,00050,000,000; (fd) Secured or unsecured Indebtedness of a Subsidiary of the Borrower owed to the Borrower or a wholly-owned Subsidiary of the Borrower, which Indebtedness shall (i) to the extent required by the Administrative Agent, be evidenced by promissory notes which shall be pledged to the Administrative Agent as Collateral for the Secured Obligations in an aggregate principal amount not accordance with the terms of the Security Agreement, (ii) be on terms (including subordination terms) reasonably acceptable to exceed $2,000,000 at any time outstandingthe Administrative Agent and (iii) be otherwise permitted under the provisions of Section 7.03 (“Intercompany Debt”); (ge) Guaranty Obligations Guarantees of the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstandingother Loan Party; (hf) the unsecured Convertible Notes outstanding on the date hereof and any Permitted Equipment FinancingConvertible Note Refinancing thereof; (ig) Permitted First Lien Financing; (j) guarantees (i) loans or advances among by any Loan Party of Indebtedness of any Excluded Subsidiary to the Borrower and any First Lien Guarantorextent such guarantees constitute Investments subject to the limitations of Section 7.03, (ii) loans or advances made by a any Excluded Subsidiary of Indebtedness of any other Excluded Subsidiary, and (iii) by any Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantorother Loan Party; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstanding.

Indebtedness. Create, incur, assume or assume, suffer to exist exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except: (a) Indebtedness under this Agreement and the other Loan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable the amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Guaranty Obligations of contingent obligations with respect to (i) the Borrower in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement performance guarantees and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit Agreement; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; provided that (i) such obligations are (or were) entered into by such Person surety bonds incurred in the ordinary course of business for and of a type and amount consistent with past practices of the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Borrowers and not for purposes of speculation or taking a “market view”; their Subsidiaries and (ii) such the sale of accounts receivable as permitted under Section 7.05(j); (d) Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation Contracts permitted pursuant to make payments on outstanding transactions to the defaulting partySection 7.02(e); (e) Indebtedness in respect of capital leasesCapitalized Leases, Synthetic Lease Obligations and purchase money obligations for incurred to finance the acquisition, construction or improvement of fixed or capital assets (excluding real property) within the limitations set forth in Section 7.01(i7.01(l); provided provided, however, that (i) such Indebtedness is incurred prior to or within ninety days after such acquisition or the completion of such construction or improvement and (ii) the aggregate amount of all such Indebtedness at any one time outstanding shall will not exceed $7,000,000100,000,000; (f) Secured endorsements for collection or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred deposit in the ordinary course of business; (og) unsecured Indebtedness in the form of intercompany loans made by and between the Parent and its Subsidiaries and by and between Subsidiaries in connection with the internal cash management system maintained the Borrowers and their Subsidiaries substantially as in effect on the Closing Date, or Guarantees by the Borrowers or their Significant Subsidiaries of Indebtedness of any of their Subsidiaries to the extent necessary to support the normal operating activities of such Subsidiaries; (h) unsecured Indebtedness in respect of overdraft protections and otherwise (i) notes issued to former employees for the purchase price of stock redeemed by the Parent in connection accordance with deposit accounts, in each case the stock repurchase requirements set forth in the ordinary course Parent’s bylaws in effect as of business; the Closing Date, (pii) guaranties notes issued in the ordinary course purchase by the Parent of business shares of its common stock under the repurchase rights set forth in the Parent’s bylaws in effect as of the obligations of suppliersClosing Date, landlords, customers and licensees of the Borrower and its Subsidiaries; (qiii) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred notes issued in the ordinary course purchase by the Parent of business; shares of its common stock on the internal market to balance the supply and demand for common stock between sellers and buyers, and (riv) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits notes issued to employees entered into or former employees upon the exercise of (or in the ordinary course of business (but not including Indebtedness satisfaction of) stock appreciation rights or to pay or satisfy rights under employment agreements)a phantom stock plan; (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof set forth in Schedule 8.03 and listed on Schedule 7.03 renewals, refinancings and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancingrenewal, refunding, renewal refinancing or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder and (ii) the material terms taken as a whole of such renewal, refinancing or extension are not materially less favorable to the Borrower and its Subsidiaries than the terms of the Indebtedness being renewed, refinanced or extended; (c) Guaranty Obligations of (i) the Borrower in respect of intercompany Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit AgreementSection 8.02; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; ;” and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leasesCapital Leases or Synthetic Leases) hereafter incurred to finance the purchase of (x) fixed personal property assets and (y) real property assets, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); each case, renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed: in the case of clause (x) above, $20,000,000 at any one time outstanding and in the case of clause (y) above, $80,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed $7,000,000the purchase price of the asset(s) financed; (f) Secured or unsecured Guarantees with respect to Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstandingpermitted under this Section 8.03 other than the Park Royal IRB Debt; (g) Guaranty Obligations Contingent obligations to financial institutions, in each case, to the extent in the ordinary course of business and on terms and conditions which are within the Borrower general parameters customary in respect the banking industry, entered into to obtain cash management services or deposit account overdraft protection services or other services in connection with the management or opening of Indebtedness otherwise permitted hereunder deposit accounts or incurred as a result of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstandingendorsement of negotiable instruments for deposit or collection purposes; (h) Permitted Equipment FinancingIndebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business or arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within ten days of incurrence; (i) Indebtedness consisting of deferred purchase price obligations (including earnout obligations), indemnification obligations, adjustment of purchase price or similar obligations and guarantee obligations, in each case in connection with Acquisitions, dispositions of property and Investments and indemnification obligations arising under Contractual Obligations incurred in the ordinary course of business; provided that all Indebtedness consisting of deferred purchase price obligations (including earnout obligations) incurred in connection with a Permitted First Lien FinancingAcquisition consummated after the Closing Date shall be subordinated to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent; (j) (i) loans or advances among Indebtedness incurred in connection with the Borrower and financing of insurance premiums in an aggregate amount at any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of time outstanding not to exceed the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to premiums owed under such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02policy; (k) Indebtedness in respect of a Person existing at appeal, bid, performance or surety or similar bonds, workers’ compensation claims and self-insurance obligations issued for the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) account of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (l) Indebtedness consisting of promissory notes subordinated to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent for the repurchase of Equity Interests held in the Borrower from directors, officers and employees of the Borrower or any Subsidiary, or their respective spouse, heirs, or estate planning vehicles, family trusts or comparable entities or persons, upon the death, disability or termination of employment by the Borrower or such Subsidiary of such director, officer or employee; provided that the aggregate outstanding principal amount of all such Indebtedness shall not exceed $1,500,000 at any one time outstanding; (m) senior unsecured bridge Indebtedness of the Borrower incurred to finance in part the Copper Acquisition Costs or any Limited Condition Acquisition and any rollover loan or exchange notes issued in exchange thereof (collectively, “Bridge Senior Unsecured Indebtedness”), provided that with respect to any Bridge Senior Unsecured Indebtedness: (i) such Indebtedness shall not be subject to any mandatory redemption, mandatory repurchase or other mandatory prepayments of principal other than (1) in connection with a change of control (or other comparable term) provided that the obligations arising under the Loan Documents and all restatements, renewals and refinancings hereof have been repaid in full and the Commitments and all commitments to extend credit under all such restatements, renewals and refinancings have been terminated and (2) with the proceeds of any issuance of Equity Interests or any issuance of Indebtedness or any sale or other disposition of property (including casualty events) in each case to the extent such proceeds are not applied to prepay either (x) the term loans under this Agreement or any restatement, renewal or refinancing hereof or (y) any revolving facility under this Agreement or any restatement, renewal or refinancing hereof to the extent accompanied by a permanent reduction in the commitments under such revolving facility; and (ii) such Indebtedness contains each of the Senior Unsecured Indebtedness Standard Terms. (n) senior unsecured Indebtedness of the Borrower outstanding on the Sixth Amendment Effective Date incurred under the 2018 Indenture, the 2021 Indenture or the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and senior unsecured Indebtedness of the Borrower incurred after the Closing Date (collectively, “Permanent Senior Unsecured Indebtedness”); provided that with respect to any Permanent Senior Unsecured Indebtedness incurred after the Closing Date: (i) if such Permanent Senior Unsecured Indebtedness refinances outstanding Senior Unsecured Indebtedness then the amount of such Indebtedness shall not be increased at the time of such refinancing except by an amount equal to customary fees and expenses incurred in connection with such refinancing; (ii) except in the case of a UK Acquisition Facility or a Copper Acquisition Facility (to which this clause (ii) shall not apply), if such Permanent Senior Unsecured Indebtedness does not refinance outstanding Senior Unsecured Indebtedness, then the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to the incurrence of such Indebtedness and the application of proceeds thereof on a Pro Forma Basis (A) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b), and (B) the Consolidated Leverage Ratio recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) would be 0.25 less than the maximum Consolidated Leverage Ratio permitted under Section 8.11(a) as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b); provided, that if such Senior Unsecured Indebtedness is used to finance a Limited Condition Acquisition, clauses (A) and (B) shall be tested as of the Limited Condition Testing Date after giving effect to such Acquisition as if such Acquisition were consummated on such date; (iii) the maturity date of such Permanent Senior Unsecured Indebtedness shall be at least 181 days after the latest Maturity Date in effect at the time such Indebtedness is incurred; (iv) such Permanent Senior Unsecured Indebtedness shall not be subject to any mandatory redemption, mandatory repurchase or other mandatory prepayments of principal other than in connection with (x) a change of control (or other comparable term) and (y) sales or other dispositions of property (including casualty events) in each case to the extent such proceeds are not required to prepay the obligations arising under this Agreement or any restatement, renewal or refinancing thereof, provided, that any Permanent Senior Unsecured Indebtedness shall be deemed to satisfy this Section 8.03(n)(iv) if such Permanent Senior Unsecured Indebtedness is on substantially the same terms as any of the 2018 Indenture, the 2021 Indenture or the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (v) such Permanent Senior Unsecured Indebtedness contains each of the Senior Unsecured Indebtedness Standard Terms; (o) Indebtedness of Park Royal constituting loans from the ▇▇▇ County Industrial Development Authority in respect of overdraft protections and otherwise an amount not to exceed $23 million assumed in connection with deposit accounts, in each case in the ordinary course Permitted Acquisition of business;Park Royal (the “Park Royal IRB Debt”); and (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether an aggregate amount not to current or retired employeesexceed $50,000,000 outstanding at any one time, including, without limitationIndebtedness of Persons acquired in Permitted Acquisitions (the “Acquired Indebtedness”), accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business provided that such Acquired Indebtedness (but not including Indebtedness under employment agreements); (si) Indebtedness arising from judgments, orders or other awards shall exist prior to the extent applicable Permitted Acquisition and shall not constituting an Event have been incurred in anticipation of Default; and the applicable Permitted Acquisition and (tii) Indebtedness would be subject to a prepayment penalty if repaid concurrently with the consummation of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstandingsuch Permitted Acquisition.

Indebtedness. Create, incur, assume or suffer have outstanding any Indebtedness of any kind; provided that this Section 7.02 shall not apply to exist any Indebtedness, exceptthe following: (a) Indebtedness the Loans and any other Obligation under the this Agreement or under any other Loan DocumentsDocument; (b) any loans granted to or Indebtedness outstanding on under Capitalized Leases entered into by the date hereof and listed on Schedule 7.03 Borrower or any of its Subsidiaries for the purchase or lease of fixed assets and any refinancingsRefinancing Indebtedness in respect thereof, refundingswhich loans and Indebtedness under Capitalized Leases shall only be secured by the fixed assets being purchased or leased, renewals or extensions thereof; provided that so long as the aggregate principal amount of all such loans and Indebtedness is under Capitalized Leases for the Borrower and all of its Subsidiaries shall not increased exceed $40,000,000 at the any time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderoutstanding; (c) Guaranty Obligations the Indebtedness existing on the Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 7.02, as set forth in Schedule 7.02 hereto and any Refinancing Indebtedness in respect thereof; (d) loans to a Loan Party from another Loan Party; (e) loans to a Foreign Subsidiary from another Foreign Subsidiary; (f) Indebtedness under any Swap Contract, so long as such Swap Contract shall have been entered into in the ordinary course of business and not for speculative purposes; (g) Permitted Foreign Subsidiary and other Loans and Investments, so long as (i) no Default shall exist immediately prior to or immediately after giving effect thereto and (ii) after giving pro forma effect thereto (and to any Indebtedness incurred in connection therewith), the Borrower and its Subsidiaries shall be in compliance with the Pro Forma Leverage Test; (h) Indebtedness incurred in connection with the financing of insurance premiums, in an aggregate amount not to exceed $5,000,000 at any time outstanding; (i) contingent obligations consisting of Guarantees executed by (i) any Loan Party with respect of to Indebtedness otherwise permitted hereunder or under the First Lien Credit by this Agreement and (ii) any First Lien Guarantor in Foreign Subsidiary with respect of to any Indebtedness of such First Lien Guarantor a Foreign Subsidiary otherwise permitted under the First Lien Credit by this Agreement; (dj) obligations other unsecured Indebtedness (contingent or otherwiseincluding unsecured Subordinated Indebtedness), in addition to the Indebtedness listed above, in an aggregate principal amount for the Borrower and all of its Subsidiaries not to exceed $25,000,000 at any time outstanding; (k) unsecured Indebtedness evidenced by the New Notes (and any Refinancing Indebtedness in respect thereof) in an aggregate outstanding principal amount not to exceed $300,000,000; (l) Indebtedness of any Person that becomes a Subsidiary of the Borrower or any Subsidiary existing or arising after the date hereof pursuant to an Acquisition permitted under any Swap Contract or currency risk management financial instrumentSection 7.03(b); provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000; (f) Secured or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor (other than Indebtedness incurred solely in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all contemplation of such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became Person’s becoming a Subsidiary of the Borrower or any First Lien Guarantor; Borrower) and (lii) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding shall not exceed $25,000,000 at any time; (m) earn outsother secured Indebtedness in an aggregate principal amount for the Borrower and all of its Subsidiaries not to exceed $25,000,000 at any time outstanding, indemnities so long as (i) no Default shall exist prior to or after giving effect thereto and purchase price adjustments pursuant (ii) after giving pro forma effect thereto (and to Permitted Acquisitionsany Indebtedness incurred in connection therewith), the Borrower and its Subsidiaries shall be in compliance with the Pro Forma Leverage Test; (n) Indebtedness which may be deemed to exist pursuant to any guarantiesthe following that do not constitute Indebtedness, performancebut that are listed for purposes of clarification, bid, tender, appeal surety, statutory or similar contingent obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business consisting of the obligations indemnification by the Borrower or any of suppliersits Subsidiaries of (i) the officers, landlordsdirectors, customers employees and licensees agents of the Borrower and or any of its Subsidiaries; , to the extent permissible under the corporation law of the jurisdiction in which such Person is organized, (qii) endorsements for collectioncommercial banks, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental investment bankers and other health plans independent consultants or professional advisors pursuant to agreements relating to the underwriting of the Borrower’s or any of its Subsidiaries’ securities or the rendering of banking or professional services to the Borrower or any of its Subsidiaries, (iii) landlords, licensors, licensees and other similar plans providing benefits parties pursuant to employees agreements entered into in the ordinary course of business by the Borrower or any of its Subsidiaries, and (but not including Indebtedness iv) other Persons under employment agreementsagreements relating to Acquisitions permitted under Section 7.03(b); (s) Indebtedness arising from judgments, orders or other awards ; provided that each of the foregoing is only permitted to the extent that such indemnity obligation is not constituting an Event incurred in connection with the borrowing of Defaultmoney or the extension of credit; and (to) for the avoidance of doubt, any Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at under any time outstandingQualified Receivables Transaction.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Guaranty Obligations Guarantees of (i) the Borrower in respect of Indebtedness outstanding on the date hereof and listed on Schedule 7.03 unless otherwise permitted hereunder or under of the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit AgreementBorrower; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; ;” and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000;and (f) Secured or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate 500,000.00 at any time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on of the date hereof Parent and listed on its Restricted Subsidiaries existing as of the Closing Date and set forth in Schedule 7.03 8.03 and any refinancings, refundings, renewals or and extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing or extension and by an amount equal to any existing commitments unutilized thereunder, and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Restricted Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended (it being acknowledged that the interest rate thereon may be increased to a market rate); (c) Guaranty Obligations intercompany Indebtedness permitted under Section 8.02; provided that in the case of Indebtedness owing by a Loan Party to a Subsidiary that is not a Loan Party, (i) such Indebtedness shall be subordinated to the Borrower Obligations in respect of Indebtedness otherwise permitted hereunder or under a manner and to an extent reasonably acceptable to the First Lien Credit Agreement Administrative Agent and (ii) any First Lien Guarantor in respect of such Indebtedness of shall not be prepaid unless no Default exists immediately prior to or after giving effect to such First Lien Guarantor permitted under the First Lien Credit Agreementprepayment; (d) obligations (contingent or otherwise) of the any Borrower or any Restricted Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; ;” and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leasesCapital Leases or Synthetic Leases) hereafter incurred by any Borrower or any of its Restricted Subsidiaries to finance the purchase of fixed assets, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); renewals, refinancings and extensions thereof, provided that (i) the aggregate amount total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $100,000,000 at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (f) Indebtedness under the Senior Notes in a maximum principal amount of $350,000,000 in the aggregate at any one time outstanding and any refinancing, renewal or extension thereof so long as (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees, commissions, discounts (including original issue discount) and expenses reasonably incurred, in connection with such refinancing or extension, by an amount equal to accrued and unpaid interest on, and premiums on, the Indebtedness so refinanced, renewed or extended, and by an amount equal to any existing commitments unutilized thereunder, (ii) the maturity date of such Indebtedness shall be at least 181 days after the latest maturity of any Loans hereunder, (iii) such Indebtedness is not exceed $7,000,000; subject to any amortization payments or any mandatory prepayments or sinking fund payments (fother than in connection with a change of control, asset sale or event of loss and customary acceleration rights after an event of default) Secured in each case prior to the date at least 181 days after the latest maturity of any Loans hereunder, (iv) unless approved by the Administrative Agent, such Indebtedness is on terms and conditions that are not materially more restrictive, taken as a whole, than the terms and conditions of this Agreement and the other Loan Documents, and (v) the terms relating to principal amount, amortization, maturity, collateral (if any) and other material terms taken as a whole of any such refinancing, renewal or unsecured Indebtedness extension are no less favorable in an aggregate principal amount not any material respect to exceed $2,000,000 at any time outstandingthe Loan Parties and their Restricted Subsidiaries than the terms of the Senior Notes (it being acknowledged that the interest rate thereon may be increased to a market rate); (g) Guaranty Obligations any Indebtedness; provided that (i) both before and after giving effect to the incurrence of such Indebtedness and the application of the Borrower proceeds thereof, the Consolidated Net Leverage Ratio is not more than 3.75 to 1.00 and the Parent is otherwise in respect compliance with the financial covenants in Section 8.11, in each case on a Pro Forma Basis, with such financial covenants recomputed for the four-quarter period for which financial statements been most recently delivered to the Administrative Agent pursuant to Section 7.01(a) or 7.01(b), (ii) no Default shall exist at the time of, or would result from, the incurrence of such Indebtedness, (iii) the maturity date of such Indebtedness otherwise permitted hereunder shall be at least 181 days after the latest maturity of any Subsidiary that Loans hereunder, (iv) such Indebtedness is not subject to any amortization payments or any mandatory prepayments or sinking fund payments (other than in connection with a First Lien Guarantor change of control, asset sale or event of loss and customary acceleration rights after an event of default) in each case prior to the date at least 181 days after the latest maturity of any Loans hereunder and (v) unless approved by the Administrative Agent, such Indebtedness is on terms and conditions that are not materially more restrictive than the terms and conditions of this Agreement and the other Loan Documents; provided, further that any such Indebtedness may be refinanced, renewed or extended so long as (x) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an aggregate amount equal to a reasonable premium or other reasonable amount paid, and fees, commissions, discounts (including original issue discount) and expenses reasonably incurred, in connection with such refinancing or extension, by an amount equal to accrued and unpaid interest on, and premiums on, the Indebtedness so refinanced, renewed or extended, and by an amount equal to any existing commitments unutilized thereunder and (y) (A) such Indebtedness continues to satisfy the requirements of clauses (iii), (iv) and (v) in this subsection (g) and (B) the terms relating to principal amount not amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to exceed the $2,000,000 at any time outstandingLoan Parties and their Restricted Subsidiaries than the terms of the Indebtedness being refinanced, renewed or extended (it being acknowledged that the interest rate thereon may be increased to a market rate); (h) Permitted Equipment FinancingSubordinated Indebtedness that is subject at all times to subordination pursuant to the provisions of a Subordination Agreement; (i) Earn Out Obligations incurred in connection with Permitted First Lien FinancingAcquisitions and other Acquisitions permitted pursuant to Section 8.02; (j) (i) loans or advances among Indebtedness from any Loan Party to any other Loan Party in connection with the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary ordinary course operation of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02Loan Parties’ cash management system; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor[reserved]; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the any Borrower or any Restricted Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at existing or arising under any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory Secured Treasury Management Agreements or similar obligations incurred other Treasury Management Agreement entered into in the ordinary course of business; (m) [reserved]; (n) Indebtedness of Foreign Subsidiaries in a maximum principal amount of $100,000,000; (o) Indebtedness reimbursement obligations in respect of overdraft protections surety and otherwise in connection with deposit accountsappeal bonds, in each case indemnity and performance bonds, letters of credit, bankers’ acceptances and other obligations of a like nature incurred in the ordinary course of business; (p) guaranties other Indebtedness in an aggregate outstanding principal amount not to exceed, at the ordinary course time of business incurrence of any such Indebtedness (and measured after giving effect to the incurrence thereof), the greater of (i) $100,000,000 and (ii) 6.5% of Consolidated Total Assets as of the obligations of suppliers, landlords, customers and licensees of most recent fiscal quarter end for which financial statements have been delivered to the Borrower and its SubsidiariesAdministrative Agent under Section 7.01(a) or 7.01(b) (as reflected in such financial statements for such fiscal quarter end); (q) endorsements for collectionIndebtedness existing at the time a Person becomes a Subsidiary or assets are acquired from a Person pursuant to a Permitted Acquisition, deposit or negotiation and warranties of products or services, in each case provided that (i) such Indebtedness was not incurred in connection with, or in contemplation of, such Permitted Acquisition, (ii) neither the ordinary course Parent nor any Restricted Subsidiary thereof (other than the Person that becomes a Subsidiary as part of business; (rsuch Permitted Acquisition or acquires assets pursuant to such Permitted Acquisition) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders shall have any liability or other awards obligation with respect to such Indebtedness and (iii) the extent not constituting an Event aggregate outstanding principal amount of Default; and (t) all such Indebtedness of Foreign Subsidiaries which does shall not exceed $2,000,000 in the aggregate 50,000,000 at any time outstanding.time;

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that provided, that, the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; (c) Guaranty Obligations of (i) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness under this clause (i) at any one time outstanding shall not exceed $10,000,000; and (ii) Indebtedness of a Person that becomes a subsidiary after the date hereof in connection with a Permitted Acquisition (but not incurred in contemplation thereof) in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness under this clause (ii) at any one time outstanding shall not exceed $5,000,000; (d) Unsecured Indebtedness of a Subsidiary of the Borrower owed to the Borrower or a Subsidiary of the Borrower, which Indebtedness shall (i) to the extent required by the Administrative Agent, be evidenced by promissory notes which (in the case of any such Indebtedness owed to a Loan Party) shall be pledged to the Administrative Agent as Collateral for the Secured Obligations in accordance with the terms of the Security Agreement, (ii) with respect to any such Indebtedness owed by a Loan Party to a Subsidiary that is not a Loan Party, be on terms (including subordination terms) reasonably acceptable to the Administrative Agent and (iii) be otherwise permitted under the provisions of Section 7.03 (“Intercompany Debt”); (e) Guarantees of the Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit Agreementwholly-owned Subsidiary; (df) Contingent Indebtedness arising from the endorsement of instruments in the ordinary course of business; (g) Indebtedness arising under Cash Management Agreements in the ordinary course of business; (h) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, fluctuations in interest rates or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person foreign exchange rates and not for purposes of speculation or taking a “market view”; speculative purposes, and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;party\ (ei) Indebtedness in respect of capital leasessecured by Liens permitted by Section 7.01(p), Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); extensions, renewals and refinancing thereof, provided that the aggregate principal amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000; (f) Secured or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing250,000; (j) in connection with any Permitted Acquisition, Indebtedness owing to seller(s) of a Target in the form of unsecured seller notes, earnouts or other deferred purchase price payment obligations incurred in connection therewith; provided, that, (i) loans (A) at the time of incurrence of any such Indebtedness, and after giving effect thereto, no Event of Default then exists or advances among would result therefrom, and (B) the Borrower amount of such Indebtedness for any Permitted Acquisition shall not exceed 50% of the Cost of Acquisition for such Permitted Acquisition, and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary it is hereby acknowledged and agreed that, as provided in the definition of “Consolidated Funded Indebtedness” and clause (d) of the Borrower definition of “Indebtedness” herein (or a Person that would become a subsidiary as applicable), all such amounts shall constitute Indebtedness for all purposes under this Agreement, including for purposes of determining Pro Forma Compliance with the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor financial covenants set forth in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.027.11; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower secured by Liens permitted by Section 7.01(e) or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retiredSection 7.01(f), deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (ol) Indebtedness consisting of unpaid insurance premiums (not in respect excess of overdraft protections one (1) year’s premiums) owing to insurance companies and otherwise insurance brokers incurred in connection with deposit accounts, in each case the financing of insurance premiums in the ordinary course of business; (pm) guaranties in unsecured Indebtedness incurred by the ordinary course of business of the obligations of suppliers, landlords, customers and licensees Company to repurchase common Equity Interests of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether issued to current or retired employees, includingconsultants, without limitationagents, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental officers and other health plans and other similar plans providing benefits to employees entered into in directors of the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards Borrower to the extent not constituting an permitted under Section 7.06(b); provided, that, at the time of incurrence of any such Indebtedness, and after giving effect thereto, no Event of DefaultDefault exists or would result therefrom; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (c) Guaranty Obligations of unsecured intercompany Indebtedness (i) owed by any Loan Party (other than the Borrower in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and Company) to another Loan Party, (ii) owed by any First Lien Loan Party to any Non-Guarantor Subsidiary (provided that such Indebtedness shall be subordinated to the Obligations in respect of Indebtedness of such First Lien a manner reasonably satisfactory to the Administrative Agent), (iii) owed by any Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary and (iv) owed by any Non-Guarantor Subsidiary to any Loan Party to the extent permitted under the First Lien Credit Agreementpursuant to Section 7.02(k); (d) obligations (contingent or otherwise) of the Borrower Company or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; ” and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision 117 117 exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed an amount equal to $7,000,000200,000,000; (f) Secured or unsecured secured Indebtedness in an not otherwise permitted by this Section 7.03; provided, however, that the aggregate principal amount not to exceed $2,000,000 of all such Indebtedness at any one time outstandingoutstanding shall not exceed an amount equal to $50,000,000; (g) Guaranty Obligations Indebtedness of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes became a Subsidiary of in connection with any Permitted Acquisition or (ii) the Borrower Company or any First Lien Guarantor Subsidiary assumed in connection with the purchase or other acquisition of tangible property or tangible assets pursuant to a transaction permitted hereunder pursuant to this Agreement; provided that, with respect to each of the foregoing clauses (excluding Capital Leases i) and (ii), (A) such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such purchase money or other acquisition, (B) neither the Company nor any Subsidiary (other than such Person or the Person that acquires such tangible property or tangible assets) shall have any liability or other obligation with respect to such Indebtedness permitted hereunderand (C) the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed an amount equal to $50,000,000, and any refinancings, refundings, renewals or extensions thereof; provided that (x) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (y) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (h) [Intentionally deleted];Reserved]; (i) unsecured Indebtedness of the Company or any of its Subsidiaries; provided that (i) in the case of each incurrence of any such Indebtedness, (A) no Default shall have occurred and be continuing or would be caused by such incurrence and (B) the Company and its Subsidiaries are in Pro Forma Compliance (determined as of the date of such Investment) with the Financial Covenants and, with respect to any such Indebtedness in an aggregate principal amount in excess of an amount equal to $100,000,000, no later than five (5) Business Days prior to the proposed date of incurring such Indebtedness, the Company shall have delivered to the Administrative Agent satisfactory written evidence demonstrating such compliance, (ii) no such Indebtedness shall mature or have 118 118 any required repayment or prepayment of principal, amortization, mandatory redemption or sinking fund obligation (other than customary mandatory repayment or offers to purchase in connection with a change in control or asset sale that requires payment in full of the Obligations), in each case, prior to the date that is six (6) months after the Maturity Date, (iii) no such Indebtedness shall be cross-defaulted to the Indebtedness under the Loan Documents (although such Indebtedness may be cross-accelerated to the Indebtedness under the Loan Documents) and (iv) no such Indebtedness shall have events of default or financial covenants that are more restrictive or burdensome than the covenants set forth in the Loan Documents; (j) unsecured Guarantees by any Subsidiary of the Company in respect of Indebtedness of the Company permitted under clause (i) above; provided that (A) no Guarantee of such Indebtedness shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Guaranteed Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations provided by the Subsidiary Guarantors on terms at least as favorable to the Guaranteed Parties as those contained in the subordination of such Indebtedness; (k) other direct and indirect Guarantees (other than the Guarantees referred to in clause (j) above) of Indebtedness of other Persons not to exceed an amount equal to $1,000,000 for all such Persons at any time outstanding50,000,000 in the aggregate; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor;and (l) Indebtedness incurred to repurchase Capital Stock endorsement of the Borrower from retired, deceased negotiable instruments for deposit or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory collection or similar obligations incurred transactions in the ordinary course of business; . Notwithstanding anything in this Section 7.03 to the contrary, no Trademark Subsidiary will, nor shall the Company or any of its Subsidiaries permit or cause any Trademark Subsidiary to, create, incur, assume or suffer to exist any Indebtedness (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including than Indebtedness under employment agreementsthe Loan Documents to which it is a party); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Guaranty Obligations Guarantees of (i) the Borrower any Loan Party or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of any Loan Party or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit AgreementSubsidiary; (d) obligations (contingent or otherwise) of the Borrower any Loan Party or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; ;” and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i7.01(h); provided provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,00010,000,000; (f) Secured Indebtedness of any Loan Party owing to any Loan Party or unsecured any Subsidiary; (g) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (h) Indebtedness incurred by in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness incurred in the ordinary course of business with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the incurrence thereof; (i) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice and not in connection with the borrowing of money; and (j) other Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate 10,000,000 at any time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof Closing Date and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Guaranty Obligations Guarantees of (i) the Borrower or any Material Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit AgreementMaterial Subsidiary; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “"market view”; ;" and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;; and (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000500,000; (f) Secured or the Earnout Obligations; (g) the Petra Series A Preferred Stock Dividends; (h) the Petra Series A Preferred Stock Redemption; (i) the Guideline Redemption; and (j) unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate 500,000 at any time outstanding.

Indebtedness. Create, incur, assume or suffer have outstanding any Indebtedness of any kind; provided that this Section 7.02 shall not apply to exist any Indebtedness, exceptthe following: (a) Indebtedness the Loans and any other Obligation under the this Agreement or under any other Loan DocumentsDocument; (b) any loans granted to or Indebtedness outstanding on under Capitalized Leases entered into by the date hereof and listed on Schedule 7.03 Borrower or any of its Subsidiaries for the purchase or lease of fixed assets and any refinancingsRefinancing Indebtedness in respect thereof, refundingswhich loans and Indebtedness under Capitalized Leases shall only be secured by the fixed assets being purchased or leased, renewals or extensions thereof; provided that so long as the aggregate principal amount of all such loans and Indebtedness is under Capitalized Leases for the Borrower and all of its Subsidiaries shall not increased exceed $48,000,000 at the any time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderoutstanding; (c) Guaranty Obligations the Indebtedness existing on the Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 7.02, as set forth in Schedule 7.02 hereto and any Refinancing Indebtedness in respect thereof; (d) loans to a Loan Party from another Loan Party; (e) loans to a Foreign Subsidiary from another Foreign Subsidiary; (f) Indebtedness under any Swap Contract, so long as such Swap Contract shall have been entered into in the ordinary course of business and not for speculative purposes; (g) Permitted Foreign Subsidiary and other Loans and Investments, so long as (i) no Default shall exist immediately prior to or immediately after giving effect thereto and (ii) after giving pro forma effect thereto (and to any Indebtedness incurred in connection therewith), the Borrower and its Subsidiaries shall be in compliance with the Pro Forma Leverage Test; (h) Indebtedness incurred in connection with the financing of insurance premiums, in an aggregate amount not to exceed $6,000,000 at any time outstanding; (i) contingent obligations consisting of Guarantees executed by (i) any Loan Party with respect of to Indebtedness otherwise permitted hereunder or under the First Lien Credit by this Agreement and (ii) any First Lien Guarantor Foreign Subsidiary with respect to any Indebtedness of a Foreign Subsidiary otherwise permitted by this Agreement; (i) other unsecured Indebtedness (including unsecured Subordinated Indebtedness), in addition to the Indebtedness listed above, in an aggregate principal amount for the Borrower and all of its Subsidiaries not to exceed $30,000,000 at any time outstanding, and (ii) any other unsecured Indebtedness (including unsecured Subordinated Indebtedness), in addition to the Indebtedness listed above, constituting Refinancing Indebtedness in respect of the Loans, so long as such Indebtedness of such First Lien Guarantor permitted satisfies the Applicable Requirements and the proceeds thereof are applied in accordance with Section 2.05(b)(iii); (k) Indebtedness outstanding under the First Lien Credit Agreement; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000; (f) Secured or unsecured Indebtedness Documents in an aggregate principal amount not to exceed (i) $2,000,000 at any time outstanding1,065,250,000 minus (ii) the amount of Incremental Term Loans incurred pursuant to Section 2.14(a); (gl) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary Person that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by becomes a Subsidiary of the Borrower after the date hereof pursuant to an Acquisition permitted under Section 7.03(b); provided that (or a Person that would become a subsidiary of the Borrower after giving effect to i) such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that Indebtedness is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor (and is not incurred in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all contemplation of such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became Person’s becoming a Subsidiary of the Borrower or any First Lien Guarantor; Borrower), (lii) Indebtedness incurred after giving pro forma effect thereto and to repurchase Capital Stock the application of the Borrower from retiredproceeds thereof (but disregarding any costs constituting proceeds thereof for the purposes of netting), deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to and its Subsidiaries shall be in compliance with the extent Pro Forma Leverage Test (and, if such Indebtedness is secured, the Consolidated Secured Leverage Ratio shall be not secured greater than 4.00 to 1.00) and is subordinated to (iii) the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding in reliance on this clause (l) for which any Subsidiary that is not a Loan Party is a borrower or guarantor shall not exceed $30,000,000 at any time; (m) earn outsother secured Indebtedness in an aggregate principal amount for the Borrower and all of its Subsidiaries not to exceed $30,000,000 at any time outstanding, indemnities so long as (i) no Default shall exist prior to or after giving effect thereto and purchase price adjustments pursuant (ii) after giving pro forma effect thereto (and to Permitted Acquisitionsany Indebtedness incurred in connection therewith), the Borrower and its Subsidiaries shall be in compliance with the Pro Forma Leverage Test; (n) Indebtedness which may be deemed to exist pursuant to any guarantiesthe following that do not constitute Indebtedness, performancebut that are listed for purposes of clarification, bid, tender, appeal surety, statutory or similar contingent obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business consisting of the obligations indemnification by the Borrower or any of suppliersits Subsidiaries of (i) the officers, landlordsdirectors, customers employees and licensees agents of the Borrower and or any of its Subsidiaries; , to the extent permissible under the corporation law of the jurisdiction in which such Person is organized, (qii) endorsements for collectioncommercial banks, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental investment bankers and other health plans independent consultants or professional advisors pursuant to agreements relating to the underwriting of the Borrower’s or any of its Subsidiaries’ securities or the rendering of banking or professional services to the Borrower or any of its Subsidiaries, (iii) landlords, licensors, licensees and other similar plans providing benefits parties pursuant to employees agreements entered into in the ordinary course of business by the Borrower or any of its Subsidiaries, and (but not including Indebtedness iv) other Persons under employment agreementsagreements relating to Acquisitions permitted under Section 7.03(b); (s) Indebtedness arising from judgments, orders or other awards ; provided that each of the foregoing is only permitted to the extent that such indemnity obligation is not constituting an Event incurred in connection with the borrowing of Defaultmoney or the extension of credit; and (to) for the avoidance of doubt, any Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at under any time outstandingQualified Receivables Transaction.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on of the date hereof Parent and listed on its Restricted Subsidiaries set forth in Schedule 7.03 8.03 and any refinancings, refundings, renewals or and extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing or extension and by an amount equal to any existing commitments unutilized thereunder, and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Restricted Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended (it being acknowledged that the interest rate thereon may be increased to a market rate); (c) Guaranty Obligations intercompany Indebtedness permitted under Section 8.02; provided that in the case of Indebtedness owing by a Loan Party to a Subsidiary that is not a Loan Party, (i) such Indebtedness shall be subordinated to the Borrower Obligations in respect of Indebtedness otherwise permitted hereunder or under a manner and to an extent reasonably acceptable to the First Lien Credit Agreement Administrative Agent and (ii) any First Lien Guarantor in respect of such Indebtedness of shall not be prepaid unless no Default exists immediately prior to or after giving effect to such First Lien Guarantor permitted under the First Lien Credit Agreementprepayment; (d) obligations (contingent or otherwise) of the any Borrower or any Restricted Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; ;” and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leasesCapital Leases or Synthetic Leases) hereafter incurred by any Borrower or any of its Restricted Subsidiaries to finance the purchase of fixed assets, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); renewals, refinancings and extensions thereof, provided that (i) the aggregate amount total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $100,000,000 at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (f) Indebtedness under the Senior Notes in a maximum principal amount of $450,000,000 in the aggregate at any one time outstanding and any refinancing, renewal or extension thereof so long as (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees, commissions, discounts (including original issue discount) and expenses reasonably incurred, in connection with such refinancing or extension, by an amount equal to accrued and unpaid interest on, and premiums on, the Indebtedness so refinanced, renewed or extended, and by an amount equal to any existing commitments unutilized thereunder, (ii) the maturity date of such Indebtedness shall be at least 181 days after the latest maturity of any Loans hereunder, (iii) such Indebtedness is not exceed $7,000,000; subject to any amortization payments or any mandatory prepayments or sinking fund payments (fother than in connection with a change of control, asset sale or event of loss and customary acceleration rights after an event of default) Secured in each case prior to the date at least 181 days after the latest maturity of any Loans hereunder, (iv) unless approved by the Administrative Agent, such Indebtedness is on terms and conditions that are not materially more restrictive, taken as a whole, than the terms and conditions of this Agreement and the other Loan Documents, and (v) the terms relating to principal amount, amortization, maturity, collateral (if any) and other material terms taken as a whole of any such refinancing, renewal or unsecured Indebtedness extension are no less favorable in an aggregate principal amount not any material respect to exceed $2,000,000 at any time outstandingthe Loan Parties and their Restricted Subsidiaries than the terms of the Senior Notes (it being acknowledged that the interest rate thereon may be increased to a market rate); (g) Guaranty Obligations any Indebtedness; provided that (i) both before and after giving effect to the incurrence of such Indebtedness and the application of the Borrower proceeds thereof, the Consolidated Net Leverage Ratio is not more than 3.75 to 1.00 and the Parent is otherwise in respect compliance with the financial covenants in Section 8.11, in each case on a Pro Forma Basis, with such financial covenants recomputed for the four-quarter period for which financial statements been most recently delivered to the Administrative Agent pursuant to Section 7.01(a) or 7.01(b), (ii) no Default shall exist at the time of, or would result from, the incurrence of such Indebtedness, (iii) the maturity date of such Indebtedness otherwise permitted hereunder shall be at least 181 days after the latest maturity of any Subsidiary that Loans hereunder, (iv) such Indebtedness is not subject to any amortization payments or any mandatory prepayments or sinking fund payments (other than in connection with a First Lien Guarantor change of control, asset sale or event of loss and customary acceleration rights after an event of default) in each case prior to the date at least 181 days after the latest maturity of any Loans hereunder and (v) unless approved by the Administrative Agent, such Indebtedness is on terms and conditions that are not materially more restrictive than the terms and conditions of this Agreement and the other Loan Documents; provided, further that any such Indebtedness may be refinanced, renewed or extended so long as (x) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an aggregate amount equal to a reasonable premium or other reasonable amount paid, and fees, commissions, discounts (including original issue discount) and expenses reasonably incurred, in connection with such refinancing or extension, by an amount equal to accrued and unpaid interest on, and premiums on, the Indebtedness so refinanced, renewed or extended, and by an amount equal to any existing commitments unutilized thereunder and (y) (A) such Indebtedness continues to satisfy the requirements of clauses (iii), (iv) and (v) in this subsection (g) and (B) the terms relating to principal amount not amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to exceed the $2,000,000 at any time outstandingLoan Parties and their Restricted Subsidiaries than the terms of the Indebtedness being refinanced, renewed or extended (it being acknowledged that the interest rate thereon may be increased to a market rate); (h) Permitted Equipment FinancingSubordinated Indebtedness that is subject at all times to subordination pursuant to the provisions of a Subordination Agreement; (i) Earn-Out Obligations incurred in connection with Permitted First Lien FinancingAcquisitions and other Acquisitions permitted pursuant to Section 8.02; (j) (i) loans or advances among Indebtedness from any Loan Party to any other Loan Party in connection with the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary ordinary course operation of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02Loan Parties’ cash management system; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor[reserved]; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the any Borrower or any Restricted Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at existing or arising under any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory Secured Treasury Management Agreements or similar obligations incurred other Treasury Management Agreement entered into in the ordinary course of business; (m) any Guarantee provided by Stemco Products, Inc. in connection with the Stemco Kaiser Ad Valorem Tax Relief Transaction; (n) Indebtedness of Foreign Subsidiaries in a maximum principal amount of $100,000,000; (o) Indebtedness reimbursement obligations in respect of overdraft protections surety and otherwise in connection with deposit accountsappeal bonds, in each case indemnity and performance bonds, letters of credit, bankers’ acceptances and other obligations of a like nature incurred in the ordinary course of business; (p) guaranties other Indebtedness in an aggregate outstanding principal amount not to exceed, at the ordinary course time of business incurrence of any such Indebtedness (and measured after giving effect to the incurrence thereof), the greater of (i) $100,000,000 and (ii) 6.5% of Consolidated Total Assets as of the obligations of suppliers, landlords, customers and licensees of most recent fiscal quarter end for which financial statements have been delivered to the Borrower and its SubsidiariesAdministrative Agent under Section 7.01(a) or 7.01(b) (as reflected in such financial statements for such fiscal quarter end); (q) endorsements for collectionIndebtedness existing at the time a Person becomes a Subsidiary or assets are acquired from a Person pursuant to a Permitted Acquisition, deposit or negotiation and warranties of products or services, in each case provided that (i) such Indebtedness was not incurred in connection with, or in contemplation of, such Permitted Acquisition, (ii) neither the ordinary course Parent nor any Restricted Subsidiary thereof (other than the Person that becomes a Subsidiary as part of business; (rsuch Permitted Acquisition or acquires assets pursuant to such Permitted Acquisition) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders shall have any liability or other awards obligation with respect to such Indebtedness and (iii) the extent not constituting an Event aggregate outstanding principal amount of Default; and (t) all such Indebtedness of Foreign Subsidiaries which does shall not exceed $2,000,000 in the aggregate 50,000,000 at any time outstanding.time;

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 8.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; provided further that any refinancing, refunding, renewal or extension of Indebtedness subordinated to the Obligations shall be on terms no less favorable to the Administrative Agent and the Lenders, and no more restrictive to the Borrower, than the subordinated Indebtedness being refinanced, refunded, renewed or extended and in an amount not less than the amount outstanding at the time thereof; (c) Guaranty Obligations Guarantees of (i) the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit AgreementGuarantor; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; ;” and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for real property and fixed or capital assets within the limitations set forth in Section 7.01(i8.01(j), which Indebtedness may include Indebtedness existing on any property so acquired at the time of such acquisition (other than any such Indebtedness created in contemplation of such acquisition that does not secure the purchase price of such property), and including any refinancings, refundings, renewals or extensions thereof so long as the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; provided provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,00050,000,000; (f) Secured the endorsement of negotiable instruments for deposit or unsecured collection or similar transactions in the ordinary course of business; (g) in the case of Mid-State Homes, Mid-State Capital, ▇▇▇▇▇▇ Mortgage Company and each MSH Trust, where applicable (i) Indebtedness evidenced by the Mortgage-Backed Securities, (ii) Indebtedness created under the Mortgage Warehouse Facility, and (iii) Indebtedness resulting from the issuance of additional securities by one or more MSH Trusts that is secured or otherwise supported by Mortgage Accounts, Third Party Mortgage Accounts and/or residual beneficial interests in MSH Trusts, which securities shall not restrict the actions or businesses of the Borrower or any of its Subsidiaries (other than Mid-State Homes, Mid-State Capital and ▇▇▇▇▇▇ Mortgage Company) in any manner and shall not include terms requiring any guarantee or other credit support from or recourse to the Borrower or any of its Restricted Subsidiaries that are less favorable to the Borrower and its Restricted Subsidiaries than those contained in the Mortgage-Backed Securities; (h) in the case of Mid-State Homes and ▇▇▇▇▇▇ Mortgage Company, Indebtedness resulting from the contingent obligations of Mid-State Homes or ▇▇▇▇▇▇ Mortgage Company (i) to repurchase Mortgage Accounts pursuant to Section 3(b) of the Existing Borrower Account Transfer Agreement (or an equivalent contingent obligation contained in any successor Borrower Account Transfer Agreement so long as such contingent obligation is no greater than that contained in Section 3(b) of the Existing Borrower Account Transfer Agreement), (ii) to repurchase Foreclosure Accounts (as defined in the Existing Borrower Account Transfer Agreement) pursuant to the terms of Section 4 of the Existing Borrower Account Transfer Agreement (or an equivalent contingent obligation contained in any successor Borrower Account Transfer Agreement so long as such contingent obligation is no greater than that contained in Section 4 of the Existing Borrower Account Transfer Agreement), and (iii) to indemnify certain Indemnitees referred to in the Existing Borrower Account Transfer Agreement for expenses incurred thereby on the terms set forth in Section 7 of the Existing Borrower Account Transfer Agreement (or an equivalent contingent obligation with respect to indemnification contained in any successor Borrower Account Transfer Agreement so long as such indemnification obligation is no greater than that contained in Section 7 of the Existing Borrower Account Transfer Agreement); provided that the aggregate amount of Indebtedness existing under subclauses (h)(i) and (h)(iii) shall not exceed $10,000,000 at any time; (i) Indebtedness secured solely by residual beneficial interests in MSH Trusts (other than any MSH Trust that is a borrower under the Mortgage Warehouse Facility), including the issuance of securities by one or more MSH Trusts that are secured or otherwise supported thereby; provided that no such Indebtedness (including any securities) shall restrict the actions or businesses of the Borrower or any of its Subsidiaries in any manner and shall not include terms requiring any guarantee or other credit support from or recourse to the Borrower or any of its Restricted Subsidiaries that are less favorable to the Borrower and its Restricted Subsidiaries than those contained in the Mortgage-Backed Securities; (j) Indebtedness (i) of the Borrower or any Guarantor owing to the Borrower or any Guarantor, (ii) of any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor, and (iii) of any Subsidiary that is not a Guarantor owing to the Borrower or any Guarantor in an aggregate amount at any time outstanding not to exceed $15,000,000. (k) surety bonds permitted under Section 8.01; (l) Indebtedness subordinated in payment to the Obligations hereunder in an aggregate principal amount not to exceed $2,000,000 200,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; outstanding so long as (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantorterms of such Indebtedness are acceptable to the Administrative Agent, (ii) loans or advances made by a Subsidiary none of the Borrower maturity date, any scheduled payment of principal or any obligation to repurchase or prepay such Indebtedness (whether absolute or at the option of the holder (other than as a Person result of the occurrence of a specified event that would become a subsidiary constitute an Event of Default)) occurs before the Revolving Credit Maturity Date, and (iii) on or prior to the date of incurrence thereof, the Borrower after has delivered to the Administrative Agent a Compliance Certificate demonstrating pro forma compliance, giving effect to the incurrence of such loan or advance) to Indebtedness, with the Borrower or any First Lien Guarantorfinancial covenants set forth in Sections 8.12(a), (iiib) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02and (c); (km) additional Indebtedness of that is either unsecured or secured solely by a Person existing at Lien on one or more residual beneficial interest in MSH Trusts, provided that the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount of all such Indebtedness shall not to exceed $1,000,000 for all such Persons 50,000,000 at any time outstanding; provided that and (n) a single issuance (including any such Indebtedness was not created in anticipation exercise of or an increase option in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirsissuance) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 Convertible Notes in an initial aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (not less than $125,000,000 but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgmentsin excess of $175,000,000, orders so long as such issuance occurs on or other awards prior to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstandingJuly 31, 2004.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; ; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; ; and (ii) in the case of any other such Indebtedness of the Company, no Subsidiary of the Company that is not a Subsidiary Guarantor shall become liable in respect of such Indebtedness in a refinancing, refunding, renewal or extension thereof; (c) Guaranty Obligations of ) (i) the Borrower Indebtedness (other than Guarantees) of any Loan Party or any Subsidiary of any Loan Party owing to any Loan Party or any Subsidiary of any Loan Party; and (ii) Guarantees of any Loan Party or any Subsidiary of any Loan Party in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit Agreement; hereunder; (d) obligations (contingent or otherwise) of the Borrower Company or any Subsidiary of its Subsidiaries existing or arising under any Swap Contract or currency risk management financial instrumentContract; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Personthe Company or any of its Subsidiaries, or changes in the value of securities issued by any such Person Person, and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leasesCapital Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i7.01(k); provided provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000; (f) Secured or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be together with, without duplication (A) the principal amount of all other then outstanding at any time; (m) earn outs, indemnities secured Indebtedness of the Company and purchase price adjustments its Subsidiaries permitted pursuant to Permitted Acquisitions; this Section 7.02(e), (nB) secured Indebtedness of the Company and its Subsidiaries and unsecured Indebtedness of Subsidiaries of the Company that are not Subsidiary Guarantors permitted pursuant to Section 7.02(b), (C) Indebtedness which may be deemed to exist of the Company and its Subsidiaries permitted pursuant to any guarantiesSection 7.02(e), performance(D) secured Indebtedness of the Company and its Subsidiaries permitted pursuant to Section 7.02(f), bid, tender, appeal surety, statutory or similar obligations incurred in and (E) other Indebtedness of Subsidiaries of the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accountsCompany that are not Subsidiary Guarantors permitted pursuant to Section 7.02(g), in each case in aggregate, does not exceed the ordinary course of business; Permitted Priority Amount on such date; (pf) guaranties in the ordinary course of business other secured Indebtedness of the obligations of suppliers, landlords, customers and licensees of the Borrower Company and its Subsidiaries; ; provided that (qi) endorsements for collection, deposit or negotiation and warranties at the time of products or services, in each case incurred in the ordinary course incurrence of business; (r) such Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders no Designated Default or other awards to the extent not constituting an Event of Default; and (t) Indebtedness Default shall then exist and no Event of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstanding.Default would result from such incurrence giving Pro Forma Effect to such Indebtedness,

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed Effective Date (or reasonably anticipated to be incurred following the Effective Date) (or, in the case of any revolving credit facility, available to be drawn thereunder) set forth on Schedule 7.03 9.03 to the Disclosure Letter (and any refinancingsrenewals, refundings, renewals or refinancings and extensions thereof); provided that that, unless such Schedule 9.03 otherwise expressly permits such Indebtedness to be refinanced, renewed or amended, (i) the amount of such Indebtedness (or, in the case of any revolving credit facility, the maximum principal amount available to be drawn thereunder) is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are not materially less favorable to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) Guaranty Obligations intercompany Indebtedness permitted under Section 9.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary or an Excluded Subsidiary (i) such Indebtedness shall be subordinated by its terms in right of payment to the Borrower in respect prior payment of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement Obligations and (ii) any First Lien Guarantor in respect of such Indebtedness of shall not be prepaid unless no Default exists immediately prior to or after giving effect to such First Lien Guarantor permitted under the First Lien Credit Agreementprepayment; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases, leases and Synthetic Lease Obligations Obligations) hereafter incurred to finance the purchase, construction or improvement of fixed assets or the purchase of software, and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); renewals, refinancings and extensions thereof, provided that the aggregate amount of all such Indebtedness at any one time outstanding when incurred shall not exceed $7,000,000the purchase price or construction or improvement cost of the asset(s) financed; (f) Secured or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary Person that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by becomes a Subsidiary of the Borrower after the date hereof in a transaction permitted hereunder if either (or a Person that would become a subsidiary i) such Indebtedness is of the Borrower type described in Section 9.03(e) or (ii) after giving effect to such loan or advance) to transaction and Indebtedness on a Pro Forma Basis at the Borrower or time such Person becomes a Subsidiary, the Loan Parties are in compliance with the financial covenants set forth in Section 9.10; provided that any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that such Indebtedness is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created incurred in anticipation contemplation of or in connection with the transaction or series of transactions pursuant to which such Person became Person’s becoming a Subsidiary of the Borrower; (g) other Indebtedness (which may be secured by a Lien on any asset of the Borrower or any First Lien GuarantorSubsidiary), provided that the aggregate outstanding principal amount of Indebtedness incurred in reliance on this clause (g) shall not at any time exceed $125,000,000; (lh) Indebtedness incurred with respect to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory appeal, indemnity, performance or other similar obligations bonds incurred in the ordinary course of business; (oi) Indebtedness in respect of overdraft protections and otherwise arising in connection with deposit accountscustomary Cash Management Agreements and from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds or from the endorsement of instruments for collection, in each case in the ordinary course of business; (pj) guaranties customer deposits and advance payments received in the ordinary course of business of the obligations of suppliers, landlords, from customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit goods or negotiation and warranties of products or services, in each case incurred services purchased in the ordinary course of business; (rk) Indebtedness in respect consisting of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in obligations under repurchase agreements constituting Cash Equivalents at the ordinary course of business (but not including Indebtedness under employment agreements)time such Investment was made; (sl) Indebtedness arising from judgmentsunder any Permitted Call Spread Swap Agreement; (m) Indebtedness assumed or incurred in connection with the purchase or construction of, orders or other awards financing of or borrowing against, real property, land, improvements and related fixed assets and fixtures, in an aggregate principal amount at any time outstanding not exceeding $750,000,000; (n) other unsecured Indebtedness so long as, after giving effect to the extent incurrence thereof on a Pro Forma Basis, the Loan Parties are in compliance with the financial covenants set forth in Section 9.10; (o) Indebtedness under the Revolving Credit Agreement (and renewals, refinancings and extensions of such Indebtedness and the commitments available thereunder); provided that (i) the amount of such Indebtedness (or the maximum principal amount available to be drawn thereunder) is not constituting increased at the time of such refinancing, renewal or extension except by an Event amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of Defaultany such refinancing, renewal or extension are not materially less favorable to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; and (tp) Guarantees with respect to Indebtedness of Foreign Subsidiaries which does the Borrower or any Subsidiary permitted under this Section 9.03, provided that any Guarantee of Indebtedness permitted under Section 9.03(b) (to the extent such Guarantee is not exceed $2,000,000 in permitted under Section 9.03(b)) may only be given by a Loan Party if the aggregate at any time outstandingobligor on such Indebtedness is a Loan Party.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on of the date hereof Borrower and listed on its Subsidiaries set forth in Schedule 7.03 8.03 and any refinancingsrenewals, refundings, renewals amendments or extensions replacements thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancingrenewal, refundingamendment or replacement thereof and (ii) the material terms taken as a whole of such renewal, renewal amendment or extension except by an amount equal replacement are not materially less favorable to a reasonable premium Borrower and its Subsidiaries than the terms of the Indebtedness being renewed, amended or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderreplaced; (c) Guaranty Obligations of (i) the Borrower in respect of intercompany Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor resulting from Investments permitted under the First Lien Credit AgreementSection 8.02; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; ;” and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; and (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate principal amount of all such Indebtedness for all such Persons taken together shall not exceed two percent (2%) of the Borrower’s Consolidated Tangible Net Worth in any fiscal year; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (ef) Permitted Subordinated Debt; (g) Indebtedness in respect of capital leasesworker’s compensation claims, Synthetic Lease Obligations self-insurance obligations, bankers’ acceptances and purchase money obligations bid, performance or surety bonds issued for fixed or capital assets within the limitations set forth in Section 7.01(i); provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000; (f) Secured or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder account of any Subsidiary that is not a First Lien Guarantor Loan Party, in an aggregate principal amount not to exceed each case, incurred in the $2,000,000 at any time outstandingordinary course of business; (h) Permitted Equipment FinancingIndebtedness in respect of worker’s compensation claims, self-insurance obligations, bankers’ acceptances and bid, performance or surety bonds issued for the account of any Loan Party; (i) Permitted First Lien FinancingIndebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; (j) (i) loans or advances among Indebtedness arising in connection with the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary endorsement of instruments for deposit in the Borrower (or a Person that would become a subsidiary ordinary course of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02business; (k) Indebtedness in the form of obligations under indemnification, purchase price adjustments, incentive, non-compete, consulting, deferred compensation, earn-out and similar obligations incurred in connection with any Permitted Acquisition; (l) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (m) Indebtedness of any Subsidiary in connection with assets acquired pursuant to a Permitted Acquisition after the Closing Date or Indebtedness of any Person existing that becomes a Subsidiary after the Closing Date pursuant to a Permitted Acquisition; provided that such Indebtedness exists at the time of any such Person becomes a Subsidiary of the Borrower Permitted Acquisition and is not created in contemplation or any First Lien Guarantor in a transaction connection with such Permitted Acquisition; and (n) other secured and unsecured Indebtedness not permitted hereunder by clauses (excluding Capital Leases and purchase money Indebtedness permitted hereundera) through (m) in an aggregate principal amount not to exceed $1,000,000 for all such Persons 10,000,000 at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any one time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions Permitted Refinancing Indebtedness in respect thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Guaranty Obligations of (i) Guarantees of the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or under the First Lien Credit Agreement any Guarantor, and (ii) Guarantees of any First Lien Subsidiary that is not a Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any other Subsidiary, so long as, in the case of any such Subsidiary that provides a Guarantee in respect of Indebtedness of the Borrower or any other Loan Party, such Subsidiary provides a Guarantee in respect of the Guaranteed Obligations, which Guarantee shall rank at least pari passu in priority of payment in respect of such First Lien Guarantor permitted under other Guarantee and is otherwise on substantially similar or better terms (in respect of the First Lien Credit AgreementGuaranteed Parties) as the documentation evidencing such other Guarantee; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; ;” and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leasesCapital Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided that the aggregate outstanding principal amount of all such Indebtedness under this Section 7.03(e) shall not, in the aggregate, at any one time outstanding shall not exceed the greater of (x) $7,000,00010,000,000 and (y) 5% of Trailing Four EBITDA, and Permitted Refinancing Indebtedness in respect thereof; (f) Secured or unsecured other Indebtedness in an aggregate principal amount of the Borrower and its Subsidiaries not to exceed $2,000,000 at any time outstanding, an aggregate outstanding principal amount of the greater of (x) $20,000,000 and (y) 10% of Trailing Four EBITDA; provided that at the time of and immediately after giving effect to the incurrence of such Indebtedness on a Pro Forma Basis, (i) no Default shall exist or would result therefrom and (ii) the Borrower and its Subsidiaries shall be in pro forma compliance with the financial covenants set forth in Section 7.11; (g) Guaranty Obligations (x) other unsecured Indebtedness of the Borrower and its Subsidiaries not otherwise permitted by this Section 7.03 only so long as at the time of and immediately after giving effect to the incurrence of such Indebtedness on a Pro Forma Basis, (i) no Default shall exist or would result therefrom and (ii) the Consolidated Net Leverage Ratio, determined on a Pro Forma Basis, does not exceed 2.00:1.00 and (y) any Permitted Refinancing Indebtedness in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstandingthereof; (h) Permitted Equipment Financingunsecured Indebtedness of a Subsidiary owed to the Borrower or a Subsidiary, which Indebtedness shall (i) be on terms (including subordination terms) reasonably acceptable to the Administrative Agent and (ii) be otherwise permitted under Section 7.02; (i) Permitted First Lien Financingto the extent constituting Indebtedness, obligations in respect of Cash Management Agreements; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) unsecured Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured in respect of letters of credit (including standby and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments incurred in aggregate principal amount respect of such Indebtedness may be outstanding at any timeworkers compensation claims, unemployment insurance, other types of social security, pension plan obligations, vacation pay, health, disability or other employee benefits; (mk) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, obligations in respect of performance, bid, tendercustoms, government, appeal suretyand surety bonds, statutory or performance and completion guaranties and similar obligations incurred in provided by the ordinary course Borrower or any of business; (o) Indebtedness its Subsidiaries or obligations in respect of overdraft protections and otherwise in connection with deposit accountsletters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business; (pi) guaranties Indebtedness of any Person that becomes a Subsidiary after the Closing Date; provided, that, (A) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (B) the aggregate principal amount of Indebtedness outstanding in reliance on this clause (l) shall not exceed, at the time of incurrence thereof, $10,000,000 and (ii) Permitted Refinancing Indebtedness in respect of the Indebtedness described in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees foregoing subclause (l)(i); (m) Indebtedness of the Borrower or any of its Subsidiaries in the form of earn-outs, indemnification, incentive, non-compete, consulting or other similar arrangements and its Subsidiaries;other contingent obligations in respect of any Permitted Acquisitions or any other Investments permitted by Section 7.02; and (qn) endorsements for collection, deposit or negotiation and warranties Indebtedness owing to any insurance company in connection with the financing of products or services, in each case incurred any insurance premiums permitted by such insurance company in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Guaranty Obligations Guarantees of (i) the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit Agreementother Guarantor; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; ;” and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) unsecured Indebtedness or Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,0001,000,000; (f) Secured Indebtedness secured by the Anniston Property in an aggregate amount not to exceed $350,000 at any one time outstanding; and (g) unsecured Indebtedness, which is subordinated to the Obligations in a manner no less favorable in any material respects to the Lenders than the terms of the Senior Convertible Subordinated Notes or unsecured Indebtedness otherwise on terms acceptable to the Administrative Agent in its reasonable discretion, in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate 5,000,000 at any time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof Closing Date and listed set forth on Schedule 7.03 7.03(b), and any refinancings, refundings, renewals or extensions thereof; , provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to accrued, but unpaid, interest thereon, a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, (ii) the direct or any contingent obligor with respect thereto is not changed and (iii) the final maturity thereof and the weighted average life to maturity thereof is no shorter than that of the Indebtedness being refinanced, refunded, renewed or extended; (c) Guaranty Obligations of (i) the Borrower in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect unsecured Guarantees of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit AgreementExcluded Subsidiaries in an aggregate principal amount at any time outstanding not to exceed $5,000,000; (d) obligations (contingent or otherwise) of the Borrower Company or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of debt securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; ;” and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leasesCapital Leases, Synthetic Lease Obligations Leases and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i)assets; provided provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,00015,000,000; (f) Secured unsecured Indebtedness, in an aggregate principal amount at any time outstanding not to exceed $50,000,000, of the Company and the other Loan Parties that is subordinated to the Loan Documents Obligations on written terms satisfactory to the Administrative Agent; (g) Indebtedness of the Company or any of its Subsidiaries owed to the Company or any of its Subsidiaries; provided that (i) such Indebtedness shall be subject to Section 7.02, (ii) in the case of Indebtedness of the Company or any of its Subsidiaries owed to Subsidiaries that are not Domestic Loan Parties, such Indebtedness is unsecured and (iii) in the case of Indebtedness of any Loan Party, such Indebtedness is subordinated to the Loan Documents Obligations on written terms satisfactory to the Administrative Agent; (h) Guarantees by the Company of any Indebtedness of a Subsidiary or by any Subsidiary of any Indebtedness of the Company or any other Subsidiary, other than, in each case, Guarantees of any Indebtedness referred to in Section 7.03(b), 7.03(f), 7.03(i) or 7.03(k); provided that any such Guarantees shall be subject to Section 7.02; (i) any unsecured intercompany Indebtedness of a Foreign Loan Party assumed by a Foreign Subsidiary that is not a Foreign Loan Party and any unsecured intercompany Indebtedness of a Foreign Subsidiary that is not a Foreign Loan Party assumed by another Foreign Subsidiary that is not a Foreign Loan Party; (j) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (k) Indebtedness of any Person that becomes a Subsidiary after the Closing Date as a result of a Permitted Acquisition, or Indebtedness of any Person that is assumed by the Company or any Subsidiary in connection with an acquisition of assets by the Company or such Subsidiary in a Permitted Acquisition; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Subsidiary or such assets being acquired, (ii) neither the Company nor any Subsidiary (other than such Person or the Subsidiary that so assumes such Person’s Indebtedness) shall Guarantee or otherwise become liable for the payment of such Indebtedness and (iii) the aggregate principal amount of Indebtedness permitted by this clause (k) shall not exceed $5,000,000 at any time outstanding; (l) unsecured Indebtedness of the Company and its Subsidiaries in an aggregate principal amount not to exceed $2,000,000 15,000,000 at any time outstanding; (g) Guaranty Obligations ; provided that, in the case of Subsidiaries that are not Loan Parties, the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount of all such Indebtedness shall not to exceed the $2,000,000 5,000,000 at any time outstanding;; and (hm) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary unsecured Indebtedness of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) Company and its Subsidiaries owed to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) Excluded Subsidiaries in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate 25,000,000 at any time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule SCHEDULE 7.03 and any refinancings, refundings, renewals or extensions thereof; provided PROVIDED that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (ii) with respect to any refinancing, refunding, renewal or extension of the Subordinated Note (A) the maturity thereof is not made earlier than the maturity in effect on the Closing Date, (B) the amortization thereof is not increased or accelerated, (C) the terms of subordination are not made any less favorable to the Lender Parties than those in effect on the Closing Date and (D) such event is otherwise done in compliance with SECTION 7.13; (c) Guaranty Obligations Guarantees of (i) the any Borrower in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit AgreementBorrower; (d) obligations (contingent or otherwise) of the Borrower Company or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; provided Contract, PROVIDED that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “"market view”; ;" and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets assets, and similar Indebtedness with respect to which the obligee has no recourse for any deficiency to the Company or any of its Subsidiaries, within the limitations set forth in Section 7.01(iSECTION 7.01(I); provided PROVIDED, however, that the aggregate principal amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000;20,000,000; and (f) Secured or unsecured Indebtedness in an aggregate principal amount respect of intercompany loans and advances among Subsidiaries that are not to exceed $2,000,000 at any time outstandingprohibited by SECTION 7.02; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding;Approved Subordinated Debt; and (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) other unsecured Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the any Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 20,000,000 in the aggregate at any time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under any of the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed on identified and described in Schedule 7.03 and any refinancings, refundings, renewals or extensions Permitted Refinancings thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Guaranty Obligations Guarantees by the Company or any of (i) the Borrower Subsidiary Guarantors in respect of any Indebtedness of the Company or any of the Subsidiary Guarantors otherwise permitted hereunder or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit Agreementhereunder; (d) obligations (contingent or otherwise) of the Borrower Company or any of the Subsidiary Guarantors existing or arising under any Swap Contract or currency risk management financial instrumentContract; provided provided, however, that with respect to any Swap Contract, (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, currency exchange, investments, assets, property, assets or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”; , and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness of the Company or any of the Subsidiary Guarantors in respect of capital leasesCapital Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets Capital Assets within the limitations set forth in Section 7.01(i)) and any Permitted Refinancings thereof; provided provided, however, that the aggregate amount (determined for the Borrowers and the Subsidiary Guarantors on a consolidated basis) of all such Indebtedness at any one time outstanding shall not exceed $7,000,0007,500,000; (f) Secured Indebtedness of any Borrower or unsecured any Subsidiary Guarantor assumed in connection with any Permitted Acquisition and any Permitted Refinancings thereof; provided, however, that (i) such Indebtedness existed at the time of the completion of such Permitted Acquisition and was not incurred or created in an anticipation of such Permitted Acquisition, and (ii) the aggregate principal amount (determined for the Company and its Subsidiaries on a consolidated basis) of all of the Indebtedness so assumed after the Closing Date shall not to exceed $2,000,000 20,000,000 at any time outstanding; (g) Guaranty Obligations of (i) intercompany Indebtedness between the Borrower Company and any Subsidiary Guarantor, provided that (A) all such loans are evidenced by an intercompany note or notes, (B) such notes are in respect of form and substance reasonably satisfactory to the Administrative Agent and (C) such notes are pledged and delivered to the Administrative Agent as Collateral and (ii) Indebtedness otherwise permitted hereunder of any Regulated Subsidiary to the Company or any Subsidiary Guarantor to the extent that is not a First Lien Guarantor in such Indebtedness constitutes an aggregate principal amount not to exceed the $2,000,000 at any time outstandingInvestment permitted under Section 7.02(i); (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary Indebtedness of the Borrower (Company or a Person that would become a subsidiary any of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary Guarantors consisting of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or servicesnegotiation, in each case incurred in the ordinary course of business; (ri) Indebtedness of the Company or any of the Subsidiary Guarantors in connection with the financing of its insurance premiums; (j) Indebtedness of the Company or any of the Subsidiary Guarantors consisting of earn out payments; (k) Indebtedness referred to in clause (e) of the definition of “Indebtedness” contained in Section 1.01 to the extent such Indebtedness is secured by a Lien permitted under Section 7.01; (l) Indebtedness owed to a seller as part of the purchase price in connection with a Permitted Acquisition that relates to (i) the customary post-closing adjustments with respect to accounts receivable, accounts payable, working capital, net worth and/or similar items typically subject to post-closing adjustments in similar transactions, (ii) deferred purchase obligations payable in connection with a Permitted Acquisition; or (iii) customary indemnities granted to the seller in the transaction; (m) Indebtedness consisting of employee benefit plans and programs, whether to current obligations under deferred compensation or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to arrangements with officers and employees entered into of any Loan Party incurred by such Loan Party in the ordinary course of business (but not including Indebtedness under employment agreements)business; (sn) Indebtedness arising from judgmentsincurred with respect of cash management services, orders netting services, overdraft protection and similar arrangements, in each case, incurred in the ordinary course of business; (o) Indebtedness owed to a buyer in connection with a Permitted Disposition under Section 7.05(l) that relates to (i) the customary post-closing adjustments with respect to accounts receivable, accounts payable, working capital, net worth and/or similar items typically subject to post-closing adjustments in similar transactions; or other awards (ii) customary indemnities granted to the extent buyer in the transaction; (p) other Indebtedness of the Company or any Subsidiary Guarantor not constituting otherwise permitted by clauses (a) through (o) of this Section 7.03 and any Permitted Refinancings thereof in an Event aggregate amount (determined for the Company and its Subsidiaries on a consolidated basis) at any time outstanding not to exceed $20,000,000; provided, that with respect to each incurrence of DefaultIndebtedness under this clause (p), after giving effect to the incurrence of such Indebtedness on a pro forma basis, the Company shall not be in violation of any of the financial covenants contained in Section 7.10 as of the date of such incurrence; and (tq) other unsecured Indebtedness of Foreign Subsidiaries which does the Company or any Subsidiary Guarantor not exceed $2,000,000 otherwise permitted by any of the other clauses of this Section 7.03 and any Permitted Refinancings thereof; provided, that (i) the terms of such Indebtedness do not provide for cash pay interest in excess of 12% per annum, (ii) such Indebtedness is subordinated as to right and time of payment and performance in full of the aggregate at Obligations (it being understood and agreed that no payment in respect of such Indebtedness shall be due or payable until six (6) months following the Maturity Date) and as to other rights and remedies thereunder pursuant to Subordinated Debt Documents in form and substance reasonably satisfactory to the Administrative Agent, and (iii) with respect to each incurrence of Indebtedness under this clause (q), (A) no Default shall be continuing or shall result therefrom, and (B) after giving effect to the incurrence of such Indebtedness on a pro forma basis, the Company shall not be in violation of any time outstandingof the financial covenants contained in Section 7.10 as of the date of such incurrence.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 6.03, and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Guaranty Obligations of (i) the Borrower in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit Agreement; (d) obligations (contingent or otherwise) of the Borrower Company or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view;”; (d) unsecured Indebtedness of the Company and any other Loan Party (including, without limitation, the Senior Notes); (i) unsecured Indebtedness of any Subsidiary of the Company that is not a Loan Party and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; secured Indebtedness (e) including Attributable Indebtedness in respect of capital leases, Synthetic Lease Obligations and Permitted Receivables Purchase Facilities and Indebtedness in respect of purchase money obligations for fixed or capital assets within the limitations set forth assets) of Subsidiaries that are not Loan Parties, in Section 7.01(i); provided that the an aggregate outstanding principal amount of all such Indebtedness not to exceed at any one time outstanding shall not exceed $7,000,00012.5% of Consolidated Total Assets as of the end of the preceding fiscal year; (f) Secured Indebtedness of any Person that becomes a Subsidiary after the Effective Date, which Indebtedness is existing at the time such Person becomes a Subsidiary and is not incurred in contemplation of such Person becoming a Subsidiary and is non-recourse to (and is not assumed by any of) the Company or unsecured any Subsidiary (other than any Subsidiary of such Person that is a Subsidiary on the date such Person becomes a Subsidiary after the Effective Date); (g) secured Indebtedness (including Attributable Indebtedness in respect of capital leases and Synthetic Lease Obligations and Indebtedness in respect of purchase money obligations for fixed or capital assets, but excluding Attributable Indebtedness in respect of Permitted Receivables Purchase Facilities) of the Company or any of its Subsidiaries in an aggregate principal amount not to exceed $2,000,000 100,000,000 at any time outstanding; (gh) Guaranty Obligations Attributable Indebtedness in respect of Permitted Receivables Purchase Facilities in an aggregate principal amount not to exceed $100,000,000 at any time outstanding; (i) Indebtedness of (i) the Company owing to any Subsidiary thereof or (ii) any Subsidiary owing to the Company or any other Subsidiary; (j) Indebtedness arising under guarantees entered into pursuant to Section 2:403 of the Dutch Civil Code in respect of a Subsidiary of the Initial Dutch Borrower incorporated in The Netherlands and any residual liability with respect to such guarantees arising under Section 2:404 of the Dutch Civil Code; (k) any joint and several liability arising as a result of any of the Loan Parties being included in a fiscal unity (fiscale eenheid) in The Netherlands or its equivalent in any other relevant jurisdiction; (l) Guarantees of (i) the Company in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a subject to Section 5.14(b), any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower Company or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstandingother Subsidiary; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time;and (m) earn outsIndebtedness secured by equipment or real estate, indemnities or both, and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness proceeds thereof, which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory is assumed or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise continued in connection with deposit accountsPermitted Acquisitions under Section 6.04(c), in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case but not incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current anticipation or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstandingas a result thereof.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 7.02, including, without limitation the Indebtedness of any Restricted Subsidiary owed to the Borrower or any other Restricted Subsidiary arising in connection with the Closing Date Refinancing as listed on Schedule 7.02 so long as, in the case of any such Indebtedness of any Restricted Subsidiary that is not a Loan Party owed to any Loan Party, such Indebtedness is evidenced by promissory notes pledged to the Administrative Agent under the Collateral Documents, and any refinancings, refundings, renewals or extensions thereof; provided that (x) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunderthereunder and (y) in the case of any such Indebtedness of any Restricted Subsidiary that is not a Loan Party owed to any Loan Party, such Indebtedness is evidenced by promissory notes pledged to the Administrative Agent under the Collateral Documents; (c) Guaranty Obligations Guarantees of (i) the Borrower or any Restricted Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or under the First Lien Credit Agreement and (ii) any First Lien Restricted Subsidiary; provided that any guarantee of obligations of any Restricted Subsidiary that is not a Guarantor in respect of Indebtedness of such First Lien Guarantor is permitted under the First Lien Credit Agreementby Section 7.03; (d) obligations (contingent or otherwise) of the Borrower or any Restricted Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”; ;” and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets (including equipment), within the limitations set forth in Section 7.01(i); provided that , not to exceed the aggregate amount greater of all such Indebtedness $220,000,000 and 7.15 % of Consolidated Net Tangible Assets at any one time outstanding shall not exceed $7,000,000on a pro forma basis (including pro forma application of the proceeds therefrom); (f) Secured or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at the form of indemnification, adjustment of purchase price, earn-out obligation, advance payments or similar obligations incurred by the Borrower or any time outstandingof its Restricted Subsidiaries arising from agreements in connection with Permitted Acquisitions or other permitted Investments or permitted Dispositions of any business, assets or Restricted Subsidiary of the Borrower or any of its Restricted Subsidiaries; (g) Guaranty Obligations of the Borrower in respect of (i) Indebtedness otherwise permitted hereunder of any Restricted Subsidiary that is not a First Lien Guarantor Loan Party owed to any Loan Party (so long as the Investment by such non debtor Loan Party is permitted by Section 7.03), (ii) Indebtedness of any Loan Party to another Loan Party, (iii) Indebtedness of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party (so long as the Investment by such Restricted Subsidiary is permitted by Section 7.03), (iv) Indebtedness of any Restricted Subsidiary that is not a Loan Party owed to any other Restricted Subsidiary that is not a Loan Party (so long as the Investment by such non-debtor Loan Party is permitted by Section 7.03) or (v) any Indebtedness resulting from a transaction permitted by Section 7.08(ix), so long as, (A) in the case of clauses (i), (ii) and (v), such Indebtedness is evidenced by promissory notes pledged to the Administrative Agent under the Collateral Documents and (B) in the case of clauses (iii) and (v), such Indebtedness is subordinated to the Obligations of such Loan Party under the Loan Documents in a manner reasonably satisfactory to the Administrative Agent; (h) Indebtedness incurred by a Receivables Subsidiary that is a Domestic Restricted Subsidiary in a Qualified Receivables Financing that is not recourse to the Borrower or any Restricted Subsidiary other than a Receivables Subsidiary (except for Standard Securitization Undertakings) in an aggregate principal amount not to exceed the greater of (x) $2,000,000 250,000,000 and (y) 8.0% of Consolidated Net Tangible Assets at any one time outstanding; outstanding on a pro forma basis (h) Permitted Equipment Financingincluding pro forma application of the proceeds therefrom); (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made Indebtedness incurred by a Receivables Subsidiary of the Borrower (or that is a Person Foreign Restricted Subsidiary in a Qualified Receivables Financing that would become a subsidiary of the Borrower after giving effect to such loan or advance) is not recourse to the Borrower or any First Lien Guarantor, Restricted Subsidiary other than a Receivables Subsidiary (iiiexcept for Standard Securitization Undertakings) loans or advances made by in an amount not to exceed the greater of (x) $120,000,000 and (y) 4.0% of Consolidated Net Tangible Assets at any one time outstanding on a pro forma basis (including pro forma application of the proceeds therefrom); (i) unsecured Indebtedness of the Borrower or any First Lien Guarantor Restricted Subsidiary; provided that (1) immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, (A) the Borrower shall be in pro forma compliance with the covenants contained in Section 7.11 and (B) no Default or Event of Default shall have occurred and be continuing or shall result therefrom, (2) the aggregate amount of Indebtedness that may be incurred pursuant to this clause (j) by Restricted Subsidiaries that are not Loan Parties (together with the aggregate amount of Indebtedness that may be incurred or assumed pursuant to Section 7.02(o) below by Subsidiaries that are not Loan Parties) shall not exceed the greater of (x) $305,000,000 and (y) 10.0% of Consolidated Net Tangible Assets, at any one time outstanding on a Subsidiary pro forma basis (including pro forma application of the Borrower proceeds therefrom), and (3) except in the case of Indebtedness assumed in connection with an acquisition of any assets (including Equity Interests), business or Person, such Indebtedness (A) shall have a final scheduled maturity date no earlier than the then-latest Maturity Date existing at the time of such incurrence and (B) shall have a Weighted Average Life to Maturity that is equal to or greater than the longest remaining Weighted Average Life to Maturity (provided that, if such Indebtedness is junior in right of Collateral or payment to the Obligations, it will not a First Lien Guarantor so long as mature (and no scheduled payment, redemption or sinking fund or similar payments or obligations will be permitted) prior to 91 days after the latest Maturity Date existing at the time of such loan incurrence) and (ii) any Permitted Refinancing thereof (or advance is permitted by Section 7.02successive Permitted Refinancings thereof); (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary representing deferred compensation to employees of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred its Restricted Subsidiaries in the ordinary course of business; (ol) Indebtedness of the Borrower or any Restricted Subsidiary in respect of overdraft protections performance, bid, surety, indemnity, appeal bonds, completion guarantees and otherwise in connection with deposit accountsother obligations of like nature, in each case relating to obligations not constituting Indebtedness for borrowed money (including workers’ compensation claims, environmental remediation and other environmental matters and obligations in connection with insurance or similar requirements) provided in the ordinary course of business; (pm) guaranties Indebtedness in the ordinary course respect of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (qi) endorsements for collection, deposit workers’ compensation claims or negotiation and warranties of products or servicesself-insurance obligations, in each case incurred in the ordinary course of business and not in connection with the borrowing of money, (ii) any Cash Management Services incurred in the ordinary course of business, (iii) customer deposits and advance payments received in the ordinary course of business from customers for goods or services purchased in the ordinary course of business, (iv) bankers’ acceptances, discounted bills of exchange, warehouse receipts or similar facilities or the discounting or factoring of receivables for credit management purposes, in each case incurred or undertaken in the ordinary course of business, (v) Guarantees incurred in the ordinary course of business in respect of obligations to suppliers, customers, franchisees, lessors, licensees, sub-licensees an distribution partners; (vi) obligations incurred by Borrower or a Restricted Subsidiary in the ordinary course of business as a result of leases entered into by the Borrower or such Restricted Subsidiary; and (v) Supply Chain Financings; (1) Indebtedness of the Borrower or any Restricted Subsidiary incurred or assumed in connection with an acquisition of assets (including Equity Interests), business or Person and of any Person that is acquired by the Borrower or any Restricted Subsidiary or merged into or consolidated or amalgamated with the Borrower or any Restricted Subsidiary in accordance with the terms of this Agreement and (2) Indebtedness incurred or assumed in anticipation of an acquisition of assets, business or Person, in an aggregate principal amount as to clauses (1) and (2) not to exceed $250,000,000 at any one time outstanding; (o) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount (together with the aggregate amount of Indebtedness that may be incurred or assumed pursuant to Section 7.02(j) above by Subsidiaries that are not Loan Parties) not to exceed the greater of (x) $200,000,000 and (y) 6.7% of Consolidated Net Tangible Assets, at any one time outstanding on a pro forma basis (including pro forma application of the proceeds therefrom); (p) Indebtedness under Bilateral Letter of Credit Facilities not to exceed $150,000,000 at any one time outstanding; (q) Indebtedness of the Loan Parties evidenced by Incremental Equivalent Debt and any Permitted Refinancing thereof (or successive Permitted Refinancings thereof); (r) Indebtedness owing by the Borrower or any Restricted Subsidiary, in respect an aggregate principal amount not to exceed the greater of employee benefit plans $150,000,000 and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into 5.0% of Consolidated Net Tangible Assets at any time outstanding; and (s) Guarantees by Borrower of obligations of Restricted Subsidiaries that are not Loan Parties incurred in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgmentssuch Restricted Subsidiaries’ respective businesses, orders other than obligations for borrowed money or other awards to the extent not constituting an Event in respect of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstandingCapitalized Leases.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, except that increases in letters of credit related to the Borrower’s insurance programs in the aggregate not to exceed $1,000,000 will be permitted, and (ii) any refinancings, refundings, renewals or extensions of the Convertible Indebtedness shall be on terms and conditions consented to in writing by the Lender, and, without limiting the foregoing, the maturity date thereof shall be no earlier than the date one year after the later to occur of (i) the Revolving Maturity Date and (ii) the latest Term Loan Maturity Date; (c) Guaranty Obligations Guarantees of (i) the Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit Agreementwholly-owned Subsidiary; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; ;” and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,0003,000,000; (f) Secured or Indebtedness incurred in connection with Permitted Acquisitions owing to the seller(s) in such Permitted Acquisition in an aggregate principal amount (excluding Indebtedness incurred in connection with the Permitted Acquisitions described in Section 7.02(f)(ii)) not to exceed $10,000,000 at any time outstanding (“Seller Debt”); (g) Indebtedness incurred by non-Domestic Subsidiaries in an aggregate amount at any one time outstanding not exceeding $2,000,000; (h) unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons 3,000,000 at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor;and (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (oi) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness Investments permitted under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstandingSection 7.02.

Indebtedness. CreateThe Indebtedness of the Company is as set forth in the SEC Reports. Except as set forth in the SEC Reports, incurthe Company (i) is not in violation of any term of or is in default under any contract, assume agreement or suffer instrument relating to exist any Indebtedness, except: (a) Indebtedness under except where such violations and defaults would not result, individually or in the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurredaggregate, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Guaranty Obligations of (i) the Borrower in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement a Company Material Adverse Effect, and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit Agreement; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000; (f) Secured or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in an aggregate principal amount not the judgment of the Company's officers, has or is expected to exceed the $2,000,000 at have a Company Material Adverse Effect. For purposes of this Agreement: (x) “Indebtedness” of any time outstanding; Person means, without duplication (hA) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantorall indebtedness for borrowed money, (iiB) loans all obligations issued, undertaken or advances made by a Subsidiary of assumed as the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and deferred purchase price adjustments pursuant to Permitted Acquisitions; of property or services (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees than trade payables entered into in the ordinary course of business business), (but not C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including Indebtedness obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under employment agreements); (s) Indebtedness arising from judgments, orders any conditional sale or other awards title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with generally accepted accounting principles, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; (y) “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the extent obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto; and (z) “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, a government or any department or agency thereof and any other legal entity. The Purchasers acknowledge and agree that the representations contained in Section 3.1 shall not constituting an Event modify, amend or affect the Company’s right to rely on the Purchaser representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstandingtransaction contemplated hereby.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the Loan Documentsordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates, commodities or foreign exchange rates and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (b) Indebtedness of a Loan Party or a Subsidiary of a Loan Party owed to another Loan Party or Subsidiary of a Loan Party, which Indebtedness shall (i) in the case of Indebtedness owed to a Loan Party, constitute “Pledged Collateral” under the Security and Pledge Agreement and (ii) be otherwise expressly permitted under the provisions of Section 7.03; (c) the Obligations; (d) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and provided, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate as reasonably determined by the Borrowers; (ce) Guaranty Obligations Guarantees of (i) the Borrower a Loan Party or a Subsidiary of a Loan Party in respect of Indebtedness otherwise permitted hereunder of a Loan Party or under a Subsidiary of a Loan Party; provided that guarantees by any Loan Party of the First Lien Credit Agreement and (ii) obligations of any First Lien Non-Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit AgreementSubsidiary shall be subject to Section 7.03; (df) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (ex) Indebtedness in respect of capital leasesCapitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided provided, however, that the aggregate amount of all such Indebtedness at any one (1) time outstanding shall not exceed $7,000,0001,000,000 and (y) any Permitted Refinancing thereof; (fg) Secured earn-out obligations arising in connection with a Permitted Acquisition which are payable based on the achievement of specified financial results over time, and which are structured such that, they are not required to be paid if (and for so long as) the Loan Party cannot satisfy any condition contained in Section 7.06(h); (h) Indebtedness of any Person that becomes a Subsidiary of Holdings after the date hereof in a transaction permitted hereunder in an aggregate principal amount not to exceed $2,500,000 at any time outstanding (provided that such Indebtedness is existing at the time such Person becomes a Subsidiary of Holdings and was not incurred solely in contemplation of such Person’s becoming a Subsidiary of Holdings) and any Permitted Refinancing thereof; (i) Indebtedness owed to any depository bank in respect of any netting services or overdraft and related liabilities arising from cash management agreements, in each case in connection with deposit accounts incurred in the ordinary course and (ii) Indebtedness arising from or the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight over drafts) drawn against insufficient funds in the ordinary course of business; (j) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (k) Indebtedness consisting of unsecured promissory notes issued by Holdings or any of its Subsidiaries to current or former officers, directors, employees and consultants, their respective estates, heirs, permitted transferees, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings or any direct or indirect parent thereof permitted by Section 7.06(g); (l) Indebtedness of Subsidiaries of Holdings that are not Loan Parties in an aggregate principal amount not to exceed $1,000,000 at any one (1) time; (m) surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (n) Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (go) Guaranty Obligations any joint and several liability arising as a result of the Borrower establishment of a fiscal unity (fiscale eenheid) between Holdings and Icicle Acquisition Holding Co-op or any other Subsidiary incorporated in respect of Indebtedness otherwise permitted hereunder of the Netherlands or its equivalent in any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstandingother relevant jurisdiction; (hp) Permitted Equipment Financingany DP Amount and Accrued DP Interest; (q) other unsecured subordinated Indebtedness approved in writing by the Required Lenders; provided, however, that (i) Permitted First Lien Financingthe Loan Parties are in pro forma compliance with the financial covenants set forth in Section 7.11 after giving effect to the incurrence of such subordinated Indebtedness, (ii) no Default or Event of Default shall exist immediately prior to the incurrence of such subordinated Indebtedness or would result therefrom, and (iii) such subordinated Indebtedness is subject to a subordination agreement or other subordination terms acceptable to the Required Lenders (which shall include, without limitation, unlimited payment blockage and standstill provisions); (jr) (i) loans or advances among the Borrower and any First Lien Guarantorpurchase price adjustments in connection with Permitted Acquisitions, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantorindemnity payments in connection with Permitted Acquisitions, and (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstandingPermitted Seller Debt; provided that any such in each case, the conditions to a Permitted Acquisition in Section 7.03(g) are satisfied; and (s) Indebtedness was not created in anticipation of or arising in connection with the transaction or series endorsement of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred instruments for deposit in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding of the Borrower and its Subsidiaries existing on the date hereof and listed on Schedule 7.03 8.03 (and any refinancingsrenewals, refundings, renewals refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthen prevailing market terms); (c) Guaranty Obligations of (i) intercompany Indebtedness among the Borrower in respect of Indebtedness otherwise permitted hereunder or under and its Subsidiaries to the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the First Lien Credit AgreementObligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leasesCapital Leases or Synthetic Leases) hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase, Synthetic Lease Obligations and purchase money obligations for acquisition, construction, repair, replacement or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i); assets, and renewals, refinancings and extensions thereof, provided that the aggregate amount of all (i) such Indebtedness at any one time outstanding when incurred shall not exceed $7,000,000the purchase price of the asset(s) financed, (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing, and (iii) at the time of and immediately after giving effect to such incurrence, the Borrower will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) Secured up to $40,000,000 in Bi-Lateral Letter of Credit Obligations; (g) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000 and renewals, refinancings and extensions thereof; (h) other unsecured Indebtedness of the Borrower consisting of: (i) up to $100,000,000 in such other unsecured Indebtedness; (ii) such other unsecured Indebtedness in excess thereof, provided that (i) for all such additional Indebtedness (A) the final maturity date therefor shall be at least 91 days beyond the final maturity date for any Term Loan hereunder and the average weighted life-to-maturity from the date of issuance shall be not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, and (B) such Indebtedness will be issued on terms not more onerous that the terms hereof; provided that on the incurrence of all such Indebtedness under this subsection, (x) no Default or unsecured Event of Default shall exist immediately before or immediately after giving effect thereto, (y) the Borrower will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis (excluding for purposes hereof the cash proceeds from any such Indebtedness being incurred) and (z) the Borrower shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, and, in each case, renewals, refinancings and extensions thereof, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrower will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrower shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (j) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (k) Securitization Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor150,000,000; (l) Indebtedness incurred to repurchase current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) and Capital Stock Equivalents of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any timeits Subsidiaries permitted by Section 8.06; (m) earn outsIndebtedness incurred by the Borrower or any of its Subsidiaries in a Permitted Acquisition, indemnities and any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price adjustments pursuant to Permitted Acquisitions(including earn-outs) or other similar adjustments; (n) obligations under any Treasury Management Agreement and other Indebtedness which may be deemed to exist pursuant to any guarantiesin respect of netting services, performanceautomatic clearinghouse arrangements, bidoverdraft protections, tender, appeal surety, statutory or employee credit card programs and other cash management and similar obligations incurred arrangements in the ordinary course of business; (o) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in respect of overdraft protections and otherwise in connection with deposit accountssupply arrangements, in each case case, in the ordinary course of business; (p) guaranties Indebtedness incurred by the Borrower or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims, provided that upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (q) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (p) above and (r) through (u) below; (r) Indebtedness incurred in the ordinary course of business in respect of the obligations of suppliers, landlords, customers and licensees of the Borrower or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgmentsunder a Sale and Leaseback Transaction of the Borrower’s corporate headquarters in Lancaster, orders or other awards to the extent not constituting an Event of Default; andPennsylvania and renewals, refinancings and extensions thereof; (t) Indebtedness of Foreign Subsidiaries which does of the Borrower in an aggregate amount not exceed $2,000,000 in the aggregate at any time outstandingexcess of ten percent (10.0%) of Consolidated Foreign Assets; and (u) Guarantees with respect to Indebtedness permitted under this Section 8.03 (other than clause (i) hereof).

Indebtedness. CreateThe Credit Parties will not permit any Credit Party or any Subsidiary to contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness arising under this Credit Agreement and the Loan other Credit Documents; (b) Indebtedness existing as of the Closing Date and set forth on Schedule 8.1(b) (and renewals, refinancings or extensions thereof on terms and conditions no less favorable to the Credit Parties than such existing Indebtedness (taking into account reasonable market conditions existing at such time) and in a principal amount not in excess of that outstanding on as of the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancingrenewal, refunding, renewal refinancing or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderextension); (c) Guaranty Obligations unsecured intercompany Indebtedness owing by a Credit Party or Subsidiary to another Credit Party or Subsidiary (subject to the limitations set forth in Section 8.6 in the case of (i) the Borrower in respect of Indebtedness otherwise permitted hereunder Credit Party or under Subsidiary extending the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit AgreementIndebtedness); (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrumentContract; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) except as expressly provided otherwise herein, Support Obligations of any Credit party with respect to any Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in any Credit Party permitted under this Section 7.01(i); provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,0008.1; (f) Secured or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower non-delinquent accounts payable, accrued expenses and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series other expenses arising out of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (lother than borrowing) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers on ordinary and licensees of the Borrower and its Subsidiariescustomary trade terms; (qg) endorsements Indebtedness of the Foreign Subsidiaries in an aggregate amount not to exceed at any time $50,000,000 (or such dollar equivalent (as determined in the reasonable discretion of Administrative Agent) if the indebtedness is denominated in another currency); (h) Indebtedness in connection with the endorsement and deposit of checks in the ordinary course of business for collection; (i) Indebtedness under performance bonds, deposit surety bonds, release, appeal and similar bonds, statutory obligations or negotiation and warranties of products or serviceswith respect to workers’ compensation claims, in each case incurred in the ordinary course of business, and reimbursement obligations in respect of any of the foregoing; (rj) Indebtedness additional unsecured Funded Debt or unsecured Subordinated Debt of the Credit Parties; provided that (i) the Borrower shall have delivered a Pro Forma Compliance Certificate to the Administrative Agent demonstrating, in respect form and substance reasonably satisfactory to the Administrative Agent, that (x) the Consolidated Total Leverage Ratio is less than or equal to 4.25 to 1.00 and (y) the Credit Parties are in compliance with the financial covenantAsset Coverage Ratio set forth in Section 7.10(c), in each case, calculated as if such Funded Debt or Subordinated Debt had been incurred on the last day of employee benefit plans the last applicable measurement period described in Section 7.10 and programs(ii) if such Funded Debt or Subordinated Debt (or related series of Funded Debt or Subordinated Debt) is equal to or greater than $100,000,000, whether then, not less than five (5) Business Days prior to current entering into such Funded Debt or retired employeesSubordinated Debt, includingthe Borrower shall have delivered to the Administrative Agent, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business such Pro Forma Compliance Certificate demonstrating compliance with this clause (but not including Indebtedness under employment agreementsj); (sk) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries any Credit Party which does not exceed $2,000,000 in the aggregate at any time outstandingoutstanding the greater of (i) $100,000,000 and (ii) as of the time of incurrence, 5% of Consolidated Tangible Net Worth so long as (ix) no Default or Event of Default has occurred and is continuing and (iiy) the Borrower has delivered a Pro Forma Compliance Certificate to the Administrative Agent demonstrating, in form and substance reasonably satisfactory to the Administrative Agent, that (A) the Consolidated Total Leverage Ratio is less than or equal to 4.50 to 1.00 and (B) the Credit Parties are in compliance with the financial covenantsAsset Coverage Ratio set forth in Section 7.10; and (l) any Permitted Convertible Indebtedness.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) obligations (contingent or otherwise) existing or arising under any Swap Contract; provided, that (i) such obligations are (or were) entered into by such Person in the ordinary course of business or pursuant to Section 6.18 for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates to which the Borrower or its Subsidiaries have actual exposure and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (b) Indebtedness of a Loan Party to any other Loan Party and Indebtedness of any wholly-owned Subsidiary owing to any Loan Party which Indebtedness is permitted under the provisions of Section 7.03 and which is subordinated to the Obligations and pledged to the Lenders in accordance with the terms of the Collateral Documents; (c) Indebtedness under the Loan Documents; (bd) Indebtedness under the Revolving Credit Loan Documents not to exceed $100,000,000 in principal amount in the aggregate and other Indebtedness to be outstanding on the date hereof of Emergence and listed on Schedule 7.03 7.02(d) and any refinancings, refundings, renewals or extensions thereofthereof or amendments thereto; provided provided, that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal renewal, extension or extension amendment except (A) with respect to the Indebtedness under the Revolving Credit Loan Documents, to an amount not in excess of the Cap Amount (as defined in the Intercreditor Agreement) and (B) with respect to all other such Indebtedness, by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, (ii) the direct or any contingent obligor with respect thereto is not changed as a result of or in connection with such refinancing, refunding, renewal, extension or amendment; (iii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewal or extension or amendment of Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed, extended or amended, and (iv) the interest rate applicable to any such refinanced, refunded, renewed, extended or amended Indebtedness does not exceed the then applicable market interest rate; (ce) Guaranty Obligations of (i) the Borrower in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit Agreement; (d) obligations (contingent or otherwise) Guarantees of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000; (f) Secured or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstandingother Guarantor; (hf) Permitted Equipment FinancingCapitalized Leases of equipment and secured Indebtedness incurred to purchase or finance equipment; provided, that (i) any such Indebtedness is not in excess of the fair market value (evidenced by a resolution of the Board of Directors of the Borrower set forth in an officer’s certificate delivered to Administrative Agent) of the equipment being leased or financed; (ii) the aggregate amount of all such Indebtedness does not exceed $15,000,000 at any one time outstanding; (iii) Liens securing the same attach only to the equipment being leased or financed, (iv) no Default exists or would result from the consummation of such Capitalized Lease or the incurrence of such Indebtedness and (v) such Indebtedness is incurred concurrently with or within 180 days after the applicable purchase or financing; (ig) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and Indebtedness of any First Lien Guarantor, (ii) loans or advances made by Person that becomes a Subsidiary of the Borrower (or a Person that would become a subsidiary after the date hereof in accordance with the terms of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien GuarantorSection 7.03(h), (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that which Indebtedness is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided provided, that any such Indebtedness was is not created incurred in anticipation contemplation of or in connection with the transaction or series of transactions pursuant to which such Person became Person’s becoming a Subsidiary of the Borrower or any First Lien Guarantor; Borrower); provided, that (li) Indebtedness incurred to repurchase Capital Stock the scheduled maturity date of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured at least 91 days after the Maturity Date hereunder and is subordinated to (ii) at the Obligations time of any such incurrence of Indebtedness and after giving effect thereto on terms reasonably acceptable to a pro forma basis, the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be that is outstanding at any timein reliance on this clause (g) shall not exceed $25,000,000; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (nh) Indebtedness which may be deemed of up to exist pursuant to $5,000,000 in the aggregate at any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations one time outstanding of any foreign Subsidiary incurred in the ordinary course of business, so long as no Loan Party is contractually obligated directly or indirectly to repay, guarantee, or secure any portion of such Indebtedness; (oi) Indebtedness in respect incurred as part of overdraft protections the consideration for any acquisition permitted under Section 7.03(h) so long as (i) no Default exists or would result from the incurrence of such Indebtedness, (ii) such Indebtedness is subordinated on terms acceptable to the Administrative Agent and otherwise in connection with deposit accounts, in each case in the ordinary course Required Lenders and (iii) the scheduled maturity date of businesssuch Indebtedness is at least 90 days after the Maturity Date hereunder; (pj) guaranties in subject to the ordinary course provisions of business of the obligations of suppliersSection 2.03(b)(vi), landlords, customers and licensees of the Borrower and its SubsidiariesIndebtedness incurred by Spansion Nihon Limited pursuant to a Spansion Nihon Credit Facility; (qk) endorsements for collectionprior to the Emergence, deposit or negotiation Indebtedness outstanding and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreementslisted on Schedule 7.02(k); (sl) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Defaultunder any Purchase Commitments; and (tm) Intercompany Indebtedness between Holdings and the Borrower related to the Borrower’s Incentive Stock Plan, provided such Indebtedness (i) has subordination terms satisfactory to the Administrative Agent and (ii) is pledged to the Collateral Agent as part of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstandingCollateral, and provided further, there shall be no cash settlement of such Indebtedness prior to the date that is 91 days after the Maturity Date.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents, Secured Cash Management Agreements and Secured Swap Contracts; (b) Indebtedness outstanding on the date hereof Closing Date and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Guaranty Obligations Guarantees of (i) the Borrower Company or any Loan Party in respect of Indebtedness otherwise permitted hereunder of the Company or under any Loan Party; provided that if such Indebtedness is subordinated to the First Lien Credit Agreement and (ii) any First Lien Guarantor Obligations, such Guarantee shall be subordinated to the Obligations on terms at least as favorable to the Lenders as those contained in respect of Indebtedness the subordination of such First Lien Guarantor permitted under the First Lien Credit AgreementIndebtedness; (d) obligations (contingent or otherwise) of the Borrower Company or any Subsidiary Loan Party existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000150,000,000; (f) Indebtedness in respect of workers’ compensation claims, self-insurance obligations, performance bonds, surety, appeal or similar bonds and completion guarantees provided by the Company and its Restricted Subsidiaries in the ordinary course of business; (g) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to any Subsidiary that is not a Loan Party, such Indebtedness shall be unsecured and subordinated in right of payment to the Obligations on a basis, and pursuant to an agreement, reasonably acceptable to the Administrative Agent; (h) Pari Passu Indebtedness, Subordinated Indebtedness and unsecured Indebtedness (any such Indebtedness, “Additional Indebtedness”); provided in each case that (i) after giving effect to the incurrence of such Indebtedness and the application of the proceeds thereof on a Pro Forma Basis, (A) the Loan Parties would be in Pro Forma Compliance and (B) solely with respect to Pari Passu Indebtedness and Subordinated Indebtedness, the Consolidated Secured Leverage Ratio would be less than 2.50:1.00, (ii) with respect to the incurrence of (A) any such Subordinated Indebtedness or unsecured Indebtedness, in each case, in excess of $100,000,000 or (B) any such Pari Passu Indebtedness, the Company shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating compliance with the immediately preceding sub-clauses (A) and (B) of the immediately preceding clause (i), as applicable; (iii) no Default or Event of Default shall exist at the time of, or would result from, the incurrence of, such Indebtedness; (iv) the maturity date of such Indebtedness shall be at least ninety-one (91) days after the later of (A) the latest Maturity Date and (B) the maturity date for any Incremental Term Loan; (v) the Weighted Average Life of any such Indebtedness shall not be shorter than the then remaining Weighted Average Life of any other Term Loan; (vi) such Additional Indebtedness shall be subject to intercreditor or subordination agreements, as applicable, reasonably acceptable to the Administrative Agent; and (vii) the terms and conditions including such financial maintenance covenants (if any) applicable to such Additional Indebtedness shall not be, when taken as a whole, materially more restrictive (as determined by the Administrative Agent acting reasonably) than those contained in the Loan Documents; (i) Indebtedness of any Borrower or any Restricted Subsidiary assumed or acquired connection with Permitted Acquisition (any such Indebtedness, “Acquired Indebtedness”), provided that (i) such Indebtedness shall exist prior to the applicable Permitted Acquisition and was not incurred in connection with, in anticipation or contemplation of, the applicable Permitted Acquisition and (ii) the aggregate principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; (j) (i) Attributable Indebtedness under any Securitization Transaction (other than, for the avoidance of doubt, any Permitted Receivables Transaction or the DB or the DB Receivables Purchase Agreement, each of which is governed by the provisions of the immediately succeeding clauses (ii) and (iii)), (ii) to the extent constituting Indebtedness, the obligations of the Company or any Restricted Subsidiary pursuant to any Permitted Receivables Transaction and (iii) to the extent constituting Indebtedness, the obligations of the Company or any Restricted Subsidiary pursuant to the DB Receivables Purchase Agreement; provided that the aggregate amount of all Indebtedness and all outstanding sales of receivables permitted pursuant to this clause (j) shall not exceed at any time outstanding (A) so long as (I) the Company maintains a current public corporate family rating of BB- or better from S&P or Ba3 or better from ▇▇▇▇▇’▇, (II) no Credit Extension (other than Letters of Credit and Term Loans) shall be outstanding and (III) no extension of credit shall be outstanding under any other credit facility under which the Company or any Restricted Subsidiary is a borrower (other than any letter of credit issued in the ordinary course of business), fifty percent (50%) or (B) under all other circumstances, thirty percent (30%), in each case, of the aggregate book value of the trade accounts receivable of or owing to the Loan Parties, determined on a consolidated basis prior to giving effect to prior Securitization Transactions, prior Permitted Receivables Transactions and the DB Receivables Purchase Agreement, in each case to the extent not collected on or prior to the date on which the relevant transaction is completed; provided, further, that solely with respect to any Securitization Transaction entered into pursuant to sub-clause (i) of this clause (j), (x) no Default or Event of Default shall exist immediately prior to or immediately after giving effect to such Securitization Transaction, (y) prior to entering into such Securitization Transaction, the Company shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, after giving effect to such Securitization Transaction on a Pro Forma Basis, the Loan Parties would be in Pro Forma Compliance and (z) such Securitization Transaction shall be non-recourse to the Company and its Restricted Subsidiaries other than with respect to purchase or repurchase obligations for breaches of representations and warranties, performance guaranties and indemnity obligations and other similar undertakings in each case that are customary for similar standard market accounts receivable securitizations; (k) accrued expenses (including salaries, accrued vacation and other compensation), current trade or other accounts payable and other current liabilities arising in the ordinary course of business and not past due more than 90 days except to the extent being contested in good faith and by appropriate proceedings; (l) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations (including contingent earn-out obligations) incurred in connection with any disposition permitted hereunder, any acquisition or other purchase of assets or Equity Interests permitted hereunder, and Indebtedness arising from surety bonds, performance bonds or similar instruments securing the performance of the Company or any Restricted Subsidiary pursuant to such agreement; (m) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (n) Indebtedness in respect of premium financing arrangements; provided that the aggregate principal amount of such Indebtedness shall not exceed the annual premium amount and shall be secured only by the Liens described in Section 7.01(x); (o) Indebtedness consisting of unsecured guarantees by the Company or any of its Restricted Subsidiaries of operating leases of any Loan Party (other than the Company); (p) Indebtedness in respect of commercial credit cards, stored value cards, employee credit cards, purchasing cards and treasury management services and other netting services, overdraft protections, automated clearing-house arrangements, employee credit card programs, controlled disbursement, ACH transactions, return items, interstate depository network service, Society for Worldwide Interbank Financial Telecommunication transfers, cash pooling and operational foreign exchange management, and, in each case, similar arrangements and otherwise in connection with cash management or customary banking arrangements, and deposit accounts, in each case to the extent incurred in the ordinary course of business; provided that, to the extent any such arrangements create Indebtedness obligations or liabilities by a Loan Party to or with respect to any Subsidiary that is not a Loan Party, such Indebtedness obligations or liabilities must be permitted under Section 7.02; (q) Indebtedness representing deferred compensation to employees of the Company and its Subsidiaries; (i) Indebtedness in respect of guarantees of the obligations of suppliers, customers and licensees in the ordinary course of business and (ii) Indebtedness incurred in the ordinary course of business in respect of obligations of the Company or any Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (s) unfunded pension fund and other employee benefit plan obligations and liabilities incurred in the ordinary course of business to the extent that the unfunded amounts would not otherwise cause an Event of Default; (t) Indebtedness consisting of obligations owing under any dealer, customer or supplier incentive, supply, license or similar agreements entered into in the ordinary course of business; (u) Indebtedness consisting of (i) take-or-pay obligations contained in supply arrangements and/or (ii) obligations to reacquire assets or inventory in connection with customer financing arrangements, in each case, in the ordinary course of business; (v) Indebtedness of any Non-U.S. Subsidiary under (i) any Specified Local Facility or (ii) any other local overdraft, working capital, letter of credit or other facility or extension of credit, in each case incurred in the ordinary course of business of such Non-U.S. Subsidiary, in an aggregate amount for all such Indebtedness incurred pursuant to this clause (v) not to exceed $50,000,000 at any time outstanding; provided that, in the event that any such facility is secured, to the extent deemed necessary or appropriate by the Administrative Agent in its sole discretion, any such secured Indebtedness shall be subject to an intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent; (w) to the extent constituting Indebtedness, customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased in the ordinary course of business; and (x) other Indebtedness in an aggregate principal amount not to exceed $2,000,000 100,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) . Notwithstanding anything to the Borrower contrary in this Section 7.03 or any First Lien Guarantorotherwise, (iii) loans no Special Purpose Subsidiary shall contract, create, incur, assume or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed permit to exist pursuant any Indebtedness other than Indebtedness existing from time to time under any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstandingPermitted Securitization Transaction.

Indebtedness. CreateCollectively without duplication, incur, assume or suffer to exist any whether classified as Indebtedness, except: an Investment or otherwise on the obligor's balance sheet, (a) Indebtedness under the Loan Documents; all indebtedness for borrowed money, (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Guaranty Obligations of (i) the Borrower in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit Agreement; (d) all obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose deferred purchase price of directly mitigating risks associated with liabilities, commitments, investments, assets, property, property or cash flows held or reasonably anticipated services (other than trade payables not overdue by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000; (f) Secured or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; ninety (m90) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations days incurred in the ordinary course of business; ), (oc) Indebtedness in all obligations evidenced by notes, bonds, debentures or other similar debt instruments, (d) all obligations created or arising under any conditional sale or other title retention agreement with respect to property acquired (even though the rights and remedies of overdraft protections and otherwise in connection with deposit accounts, in each case the seller or lender under such agreement in the ordinary course event of business; default are limited to repossession or sale of such property), (pe) guaranties all obligations, liabilities and indebtedness under Capitalized Leases, (f) all 15 -9- obligations, liabilities or indebtedness (contingent or otherwise) under surety, performance bonds or any other bonding arrangements, (g) all Indebtedness of others referred to in clauses (a) through (f) above which is guaranteed, or in effect guaranteed, directly or indirectly in any manner, including through an agreement (A) to pay or purchase such Indebtedness or to advance or supply funds for the ordinary course payment or purchase of business of the obligations of supplierssuch Indebtedness, landlords(B) to purchase, customers and licensees of the Borrower and its Subsidiaries; sell or lease (qas lessee or lessor) endorsements for collectionproperty, deposit or negotiation and warranties of products to purchase or sell services, primarily for the purpose of enabling any Person to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss, (C) to supply funds to or in each case incurred any other manner invest in any Person (including any agreement to pay for property or services irrespective of whether such property is received or such services are rendered) or (D) otherwise to assure any Person against loss, and (h) all Indebtedness referred to in clauses (a) through (g) above secured or supported by (or for which the ordinary course holder of business; such Indebtedness has an existing right, contingent or otherwise, to be secured or supported by) any lien or encumbrance on (ror other right of recourse to or against) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, property (including, without limitation, accrued expensesaccounts and contract rights), pension liabilitieseven though the owner of the property has not assumed or become liable, deferred compensationcontractually or otherwise, bonus plansfor the payment of such Indebtedness; provided that if a Permitted Receivables Transaction is outstanding and is accounted for as a sale of accounts receivable under generally accepted accounting principles, option plansIndebtedness determined as aforesaid shall be adjusted to include the additional Indebtedness, medicaldetermined on a consolidated basis, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstandingwould have been outstanding had such Permitted Receivables Transaction been accounted for as a borrowing.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding existing on the date hereof Closing Date and listed on set forth in Schedule 7.03 8.03 (and any refinancingsrenewals, refundings, renewals or refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (c) Guaranty Obligations of (i) the Borrower in respect of intercompany Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit AgreementSection 8.02; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; ;” and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leasesCapital Leases or Synthetic Leases) hereafter incurred to finance the purchase of fixed assets, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $10,000,000 at any one time outstanding outstanding; and (ii) such Indebtedness when incurred shall not exceed $7,000,000the purchase price of the asset(s) financed; (f) Secured or other unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 10,000,000 at any one time outstanding;; and (g) Guaranty Obligations of the Borrower in Guarantees with respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstandingthis Section 8.03.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed Closing Date set forth on Schedule 7.03 (and any refinancingsrenewals, refundings, renewals or refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refundingrenewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred (including upfront fees and original issue discount thereon), in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, (ii) the weighted average life to maturity is not shorter than that of the Indebtedness being refinanced, renewed or extended, (iii) the maturity date is not earlier than that of the Indebtedness being refinanced, renewed or extended and (iv) the terms relating to collateral (if any) and subordination (if any) of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Restricted Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Event of Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed the greater of (x) $25,000,000 and (y) 3.5% of Consolidated Total Assets (as set forth in the most recent financial statements delivered pursuant to Section 6.01); and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate outstanding principal amount not exceed the greater of (x) $25,000,000 and (y) 3.5% of Consolidated Total Assets (as set forth in the most recent financial statements delivered pursuant to Section 6.01); (g) other unsecured Indebtedness (including Convertible Bond Indebtedness), provided, that (i) no Event of Default exists immediately prior to or immediately after giving effect to the incurrence thereof and (ii) after giving effect to the incurrence of such Indebtedness on a Pro Forma Basis, the Loan Parties are in compliance with the covenants set forth in Section 7.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01; (h) Indebtedness of any Person acquired or assumed in connection with a Permitted Acquisition or any assets acquired in connection therewith (and renewals, refinancings and extensions thereof; provided that (x) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; thereunder and (c) Guaranty Obligations of (iy) the Borrower terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect of Indebtedness otherwise permitted hereunder to the Loan Parties and their Restricted Subsidiaries or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under Lenders than the First Lien Credit Agreement; (d) obligations (contingent or otherwise) terms of the Borrower Indebtedness being refinanced, renewed or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrumentextended); provided that (i) such Indebtedness consists of purchase money Indebtedness (including obligations are (in respect of capital leases and Synthetic Lease Obligations) or were) entered into by such Person in the ordinary course intercompany Indebtedness or Indebtedness of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”; similar nature and (ii) such Swap Contract or currency risk management financial instrument does Indebtedness is not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partycreated in anticipation of such Acquisition; (ei) Indebtedness the Convertible Notes in existence on the Closing Date; (j) to the extent constituting Indebtedness, indemnification and non-compete obligations or adjustments in respect of capital leases, Synthetic Lease Obligations the purchase price (including earn-outs and purchase money obligations for fixed or capital assets within the limitations set forth other contingent deferred payments) in Section 7.01(i); provided that the aggregate amount of all such Indebtedness at connection with any one time outstanding shall not exceed $7,000,000Permitted Acquisition; (fk) Secured or unsecured other Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate outstanding principal amount not to exceed the greater of (x) $2,000,000 at any time outstanding25,000,000 and (y) 3.5% of Consolidated Total Assets (as set forth in the most recent financial statements delivered pursuant to Section 6.01); (hl) Permitted Equipment FinancingGuarantees with respect to Indebtedness permitted under this Section 7.03; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advancem) to the Borrower or any First Lien Guarantorextent constituting Indebtedness, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary obligations of the Borrower or any First Lien Guarantor of its Restricted Subsidiaries in a transaction permitted hereunder (excluding Capital Leases respect of any overdraft and purchase money Indebtedness permitted hereunder) related liabilities arising from treasury, depository, credit card, purchasing card and cash management services or any automated clearing house transfers of funds and other obligations in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created respect of netting services, overdraft protections, cash pooling, employee credit cards and similar arrangements, in anticipation of or each case, in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred deposit accounts in the ordinary course of business;; and (on) Indebtedness consisting of obligations in respect of overdraft protections surety, stay, customs and otherwise in connection with deposit accountsappeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any of its Restricted Subsidiaries, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstandingconsistent with past practice.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, Indebtedness except: (a) Indebtedness under the Loan DocumentsObligations; (b) Indebtedness outstanding and obligations owing under Hedge Agreements entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes; (c) Indebtedness existing on the date hereof Closing Date and listed on Schedule 7.03 9.1, and any refinancings, refundings, renewals or extensions thereof; provided that (i) the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Guaranty Obligations of (i) the Borrower in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement thereunder and (ii) any First Lien Guarantor in respect of Indebtedness the final maturity date and weighted average life of such First Lien Guarantor permitted under refinancing, refunding, renewal or extension shall not be prior to or shorter than that applicable to the First Lien Credit AgreementIndebtedness prior to such refinancing, refunding, renewal or extension; (d) obligations Indebtedness incurred in connection with Capital Leases and purchase money Indebtedness in an aggregate amount not to exceed $3,000,000 at any time outstanding; (contingent or otherwisee) Guaranty Obligations with respect to Indebtedness permitted pursuant to subsections (a) through (e) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; provided that this Section; (f) unsecured intercompany Indebtedness (i) such owed by any Credit Party to another Credit Party and (ii) owed by any Non-Guarantor Subsidiary to any Credit Party in an aggregate principal amount not to exceed $1,500,000 at any time outstanding; (g) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business; (h) Indebtedness under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations are or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, and reimbursement obligations in respect of any of the foregoing; (or werei) entered into by such Person unsecured Indebtedness incurred in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyfinance insurance premiums; (ej) Indebtedness arising with respect to customary indemnification provisions or deferred purchase price adjustments in connection with any Permitted Acquisition; (k) Indebtedness in respect of capital leasesnetting services, Synthetic Lease Obligations overdraft protection and purchase money obligations other similar arrangements in connection with deposit accounts in the ordinary course of business that are promptly repaid, including endorsement of instruments or payment items for fixed or capital assets within deposit in the limitations set forth in Section 7.01(i)ordinary course of business; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000;and (fl) Secured Indebtedness of any Credit Party or unsecured Indebtedness any Subsidiary thereof not otherwise permitted pursuant to this Section in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness (not otherwise listed in this Section 7.03) outstanding on the date hereof and listed on Schedule 7.03 7.03, and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Guaranty Obligations guarantees of (i) the Borrower Company or any Subsidiary Guarantor in respect of Indebtedness otherwise permitted hereunder of the Company or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit Agreementother Subsidiary Guarantor; (d) obligations (contingent or otherwise) of the Borrower Company or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; ;” and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leases(i) Capital Leases, Synthetic Lease Obligations and (ii) purchase money obligations for fixed or capital assets and (iii) mortgages on the real property of the Company and its Subsidiaries, in each case, within the limitations set forth in Section 7.01(i); provided that (x) immediately before and immediately after giving effect to the incurrence of any such Indebtedness, no Default shall have occurred and be continuing and (y) the aggregate amount of all such Indebtedness shall at any one no time outstanding shall not exceed $7,000,00010% of the Company’s Consolidated Net Worth, determined as of the end of the most recently completed fiscal quarter of the Company; (f) Secured obligations of the Company or unsecured Indebtedness any Subsidiary for Taxes not yet due or which are being contested in an aggregate principal amount not to exceed $2,000,000 at any time outstandinggood faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (g) Guaranty Obligations of the Borrower Indebtedness in respect of Investments permitted by Section 7.02(c) and Indebtedness otherwise in the form of deferred purchase price, earn out or similar obligations to sellers in respect of Acceptable Acquisitions permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstandingunder Section 7.02(g); (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans Indebtedness arising from the endorsement of instruments for collection or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred deposit in the ordinary course of business; (oi) Subordinated Indebtedness in respect of overdraft protections and otherwise incurred in connection with deposit accountsany Acceptable Acquisition; provided that immediately before and immediately after giving effect to the incurrence of such Indebtedness, in each case in the ordinary course of businessno Default shall have occurred and be continuing; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (rj) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in evidenced by the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of DefaultPrivate Placement Notes; and (tk) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in secured Indebtedness, the aggregate principal amount of which shall at any no time outstandingexceed 10% of the Company’s Consolidated Net Worth, determined as of the end of the most recently completed fiscal quarter of the Company; and (l) unsecured Indebtedness; provided that both immediately before and immediately after giving effect to the incurrence of such Indebtedness, (i) the Borrower is in compliance with the financial covenants set forth in Section 7.11 on a pro forma basis calculated as of the most recent measurement period for which financial statements have been provided pursuant to Section 6.01 and (ii) no Default or Event of Default shall have occurred and be continuing.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof First Amendment Effective Date and listed on set forth in Schedule 7.03 8.03 to the Disclosure Letter, and any refinancings, refundings, renewals or refinancings and extensions thereof; provided that provided, that, (i) with respect to any refinancings or extensions of any such Indebtedness, (A) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal refinancing or extension except (1) by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing or extension and by an amount equal to any existing commitments unutilized thereunderthereunder and (2) if the amount of such increase is otherwise permitted under this Section 8.03 and (B) the material terms taken as a whole of such refinancing or extension either (1) reflect market terms at the time of issuance thereof, as reasonably determined by the Borrower in good faith, or (2) shall, taken as a whole, not be more favorable to the lenders providing such Indebtedness than the terms and conditions applicable to the Indebtedness being refinanced or extended and (ii) the amount of any Indebtedness stated on Schedule 8.03 to the Disclosure Letter that is subject to a revolving loan facility shall be the maximum amount available to be borrowed thereunder on the First Amendment Effective Date (excluding increase options under such facilities); (c) Guaranty Obligations intercompany Indebtedness permitted under Section 8.02; provided, that, in the case of Indebtedness owing by a Loan Party to a Subsidiary that is not a Loan Party, (i) such Indebtedness shall by its terms be subordinated in right of payment to the Borrower prior payment in respect full of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement Obligations in form and substance reasonably acceptable to the Administrative Agent and (ii) any First Lien Guarantor in respect of such Indebtedness of shall not be prepaid unless no Default exists immediately prior to or after giving effect to such First Lien Guarantor permitted under the First Lien Credit Agreementprepayment; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrumentContract; provided that provided, that, (i) such obligations are (or were) entered into by such Person in the ordinary course of business or in connection with the Loans made under this Agreement for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; ;” and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases, leases and Synthetic Lease Obligations and Obligations) incurred to finance the purchase money obligations for of fixed or capital assets within the limitations set forth in Section 7.01(i)assets, and renewals, refinancings and extensions thereof; provided that provided, that, (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $50,000,000 at any one time outstanding and (ii) such Indebtedness when incurred shall not exceed $7,000,000the purchase price of the asset(s) financed; (f) Secured Indebtedness under any Securitization Transaction (including the Initial Securitization Facility); provided, that, (i) the aggregate Attributable Indebtedness with respect to all Securitization Transactions (including the Initial Securitization Facility) shall not exceed at any time outstanding an amount equal to $500,000,000 and (ii) each Securitization Transaction shall be non-recourse to the Loan Parties other than with respect to purchase or repurchase obligations for breaches of representations and warranties, deemed collections, performance guaranties, and indemnity obligations and other similar undertakings in each case that are customary for similar standard market accounts receivable transactions; (i) unsecured Indebtedness or Subordinated Indebtedness of the Borrower and its Domestic Subsidiaries; provided, that, (A) at the time of incurrence of such Indebtedness, no Default has occurred and is continuing, (B) after giving effect to the incurrence of such Indebtedness on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11, (C) such Indebtedness shall not include any financial maintenance covenants that are more restrictive in any respect on the Loan Parties than the financial maintenance covenants in this Agreement, (D) such Indebtedness is not subject to any amortization payments or any mandatory prepayments or sinking fund payments (other than in connection with a change of control, asset sale or event of loss and customary acceleration rights after an event of default) in each case, prior to the date that is six (6) months after the then-latest Maturity Date, and (E) such Indebtedness shall not mature at any time on or prior to the date that is six (6) months after the then-latest Maturity Date; and (ii) without limiting the right of the Borrower or any of its Domestic Subsidiaries to incur unsecured Indebtedness or Subordinated Indebtedness in reliance on Section 8.03(g)(i), any refinancings and extensions of unsecured Indebtedness or Subordinated Indebtedness originally incurred pursuant to Section 8.03(g)(i); provided, that, at the time of such refinancing or extension, and after giving effect thereto, (A) no Default has occurred and is continuing, (B) the amount of such Indebtedness shall not be increased except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing or extension and by an amount equal to any existing commitments unutilized thereunder, (C) such Indebtedness shall not include any financial maintenance covenants that are more restrictive in any respect on the Loan Parties than the financial maintenance covenants in this Agreement, (D) such Indebtedness shall not be subject to any amortization payments or any mandatory prepayments or sinking fund payments (other than in connection with a change of control, asset sale or event of loss and customary acceleration rights after an event of default) in each case, prior to the date that is six (6) months after the then-latest Maturity Date, and (E) such Indebtedness shall not mature at any time on or prior to the date that is six (6) months after the then-latest Maturity Date; (h) Priority Debt; provided, that, (i) the aggregate outstanding principal amount of all Priority Debt shall not exceed 40% of Consolidated EBITDA for the period of the four fiscal quarters of the Borrower most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) (determined as of the date such Priority Debt is incurred) and (ii) the Priority Debt attributable to the Borrower and its Domestic Subsidiaries shall not exceed 20% of Consolidated EBITDA for the period of the four fiscal quarters of the Borrower most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) (determined as of the date such Priority Debt is incurred); (i) Indebtedness which constitutes a Lien on investment property or general intangibles that represent Equity Interests of a Foreign Subsidiary and which is otherwise a Permitted Lien and Indebtedness that constitutes a Permitted Lien under the following: Sections 8.01(c), 8.01(d), 8.01(e), 8.01(h), 8.01(l), 8.01(m), 8.01(n), 8.01(p), 8.01(q) and 8.01(t); (j) Indebtedness consisting of indemnification obligations or adjustments in respect of the purchase price (including earn-outs) in connection with any Permitted Acquisition or any Disposition permitted under Section 8.05; (k) Guarantees with respect to Indebtedness permitted under this Section 8.03 (including, for the avoidance of doubt, customary Guarantees of a Subsidiary that is a seller, servicer or originator of Receivables and Related Assets in connection with a Permitted Securitization Transaction); (l) unsecured reimbursement obligations of Loan Parties and their respective Subsidiaries in respect of letters of credit, bankers’ acceptances, bank guaranties, surety or performance bonds, and similar instruments issued in the ordinary course of business; (m) secured reimbursement obligations of the Loan Parties and their respective Subsidiaries in respect of letters of credit, bankers’ acceptances, bank guaranties, surety or performance bonds and similar instruments issued in the ordinary course of business, in an aggregate principal amount not to exceed $2,000,000 30,000,000 at any time outstanding;; and (gn) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) other Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) Foreign Subsidiaries in an aggregate principal amount not to exceed $1,000,000 for all such Persons 150,000,000 at any time outstanding; provided that . Notwithstanding anything to the contrary in this Section 8.03 or otherwise, no Special Purpose Subsidiary shall contract, create, incur, assume or permit to exist any such Indebtedness was not created in anticipation of or in connection with other than Indebtedness (i) existing from time to time under the transaction or series of transactions pursuant Permitted Securitization Transaction to which such Person became Special Purpose Subsidiary is a party and (ii) permitted under the applicable Securitization Documents to which such Special Purpose Subsidiary is a party. For purposes of determining compliance with this Section 8.03, in the event that any proposed Indebtedness meets the criteria of more than one of the Borrower or any First Lien Guarantor; categories of Indebtedness permitted in clauses (la) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; through (n) Indebtedness which above, the Borrower shall be permitted to divide or classify such item on the date of its incurrence, and from time to time may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accountsreclassify, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate any manner that complies with this Section 8.03 at any time outstandingsuch time.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on of the date hereof Borrower and listed on its Subsidiaries set forth in Schedule 7.03 8.03 (and any refinancingsrenewals, refundings, renewals or refinancings and extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate); (c) Guaranty Obligations of (i) the Borrower in respect of intercompany Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit AgreementSection 8.02; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person pursuant to Section 7.16 or in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; ;” and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leasesCapital Leases or Synthetic Leases) hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of point of sale equipment and other fixed assets and equipment, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); renewals, refinancings and extensions thereof, provided that (i) the aggregate amount total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $20,000,000 at any one time outstanding outstanding; (ii) such Indebtedness when incurred shall not exceed $7,000,000; the purchase price of the asset(s) financed; and (fiii) Secured or unsecured no such Indebtedness in an aggregate shall be refinanced for a principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations in excess of the Borrower in respect principal balance outstanding thereon at the time of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financingsuch refinancing; (i) Permitted First Lien Financing; the 2011 Notes (jand repurchases, refinancings and repayments thereof by the issuer thereof; provided that (x) the amount of such Indebtedness is not material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the applicable 2011 Notes (ior any repurchase, refinancing or repayment thereof) loans being repurchased, refinanced or advances among repaid (in each case, as reasonably determined by the Borrower Administrative Agent at the time of incurrence of such repurchasing, refinancing or repaying Indebtedness) and the interest rate applicable to any First Lien Guarantorsuch repurchasing, refinancing or repaying Indebtedness does not exceed the then applicable market interest rate for comparable Indebtedness (as reasonably determined by the Administrative Agent at the time of incurrence of such repurchasing, refinancing or repaying Indebtedness)) and (ii) any unsecured Subordinated Indebtedness of the Property disposed of, (ii) loans or advances made if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited by a Subsidiary the terms of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien GuarantorSection 8.14, (iii) loans such transaction does not involve the sale or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness other disposition of a Person existing at the time minority equity interest in any Subsidiary, (iv) such Person becomes transaction does not involve a Subsidiary sale or other disposition of the Borrower receivables other than receivables owned by or any First Lien Guarantor attributable to other Property concurrently being disposed of in a transaction otherwise permitted hereunder under this Section 8.05 and (excluding Capital Leases and purchase money Indebtedness permitted hereunderv) in an the aggregate principal amount not to exceed $1,000,000 for net book value of all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower assets sold or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock otherwise disposed of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of by the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties Subsidiaries in all such transactions in any fiscal year of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does Borrower shall not exceed $2,000,000 in the aggregate at any time outstanding2,000,000.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed Closing Date set forth on Schedule 7.03 (and any refinancingsrenewals, refundings, renewals or refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) Guaranty Obligations intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Subsidiary (i) such Indebtedness, if not made pursuant to Regulation W, shall be subordinated to the Borrower Obligations in respect of Indebtedness otherwise permitted hereunder or under a manner and to an extent reasonably acceptable to the First Lien Credit Agreement Administrative Agent and (ii) any First Lien Guarantor in respect such Indebtedness shall not be prepaid unless no Event of Indebtedness of Default exists immediately prior to or after giving effect to such First Lien Guarantor permitted under the First Lien Credit Agreementprepayment; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or Indebtedness arising under any Swap Contract or currency risk management financial instrument; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyRate Management Transactions; (e) purchase money Indebtedness (including obligations in respect of capital leases, leases and Synthetic Lease Obligations Obligations) hereafter incurred to finance the purchase of fixed assets, and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); renewals, refinancings and extensions thereof, provided that the aggregate amount of all such Indebtedness at any one time outstanding when incurred shall not exceed $7,000,000; (f) Secured or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations the purchase price of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstandingasset(s) financed; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof set forth in Schedule 8.03 (and listed on Schedule 7.03 renewals, refinancings and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancingrenewal, refunding, renewal refinancing or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder and (ii) the terms of such renewal, refinancing or extension shall not be materially less favorable to the Borrower and its Subsidiaries than the terms of the Indebtedness being renewed, refinanced or extended); (c) Guaranty Obligations of (i) the Borrower in respect of intercompany Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit AgreementSection 8.02; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; ;” and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leasesCapital Leases or Synthetic Leases) hereafter incurred to finance the purchase of fixed assets, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); renewals, refinancings and extensions thereof, provided that (i) the aggregate amount total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $5,000,000 at any one time outstanding outstanding; and (ii) such Indebtedness when incurred shall not exceed $7,000,000the purchase price of the asset(s) financed; (f) Secured or other unsecured Indebtedness in an aggregate principal amount not to exceed $1,000,000 at any one time outstanding; (g) the Nokia Indebtedness in an aggregate principal amount not to exceed the principal amount outstanding on the Closing Date (less any prepayments or repayments thereof after the Closing Date); (h) Indebtedness of Foreign Subsidiaries, provided that the aggregate principal amount thereof shall not exceed 3,000,000 Euros (the “Foreign Subsidiary Debt”); (i) Indebtedness of EURL LCCUK Algeria and LCC United Kingdom Limited, Ltd. in an aggregate principal amount not to exceed $2,000,000 at any one time outstanding; (gi) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder Seller Note minus the amount of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower payments thereon and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary Subordinated Debt minus the amount of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02;principal payments thereon; and (k) Guarantees with respect to Indebtedness permitted under this Section 8.03, provided neither the Borrower nor any Domestic Subsidiary shall be permitted to Guarantee the Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstandingSubsidiary.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof Sixth Amendment Effective Date and listed on set forth in Schedule 7.03 8.03 to the Disclosure Letter and any refinancings, refundings, renewals or refinancings and extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal refinancing or extension except (x) by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing or extension and by an amount equal to any existing commitments unutilized thereunderthereunder and (y) if the amount of such increase were permitted under this Section 8.03, (ii) the material terms taken as a whole of such refinancing or extension are not materially less favorable in any material respect to the Borrower and its Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced or extended and (iii) the amount of any Indebtedness stated on Schedule 8.03 to the Disclosure Letter that is subject to a revolving loan facility shall be the maximum amount available to be borrowed thereunder on the Closing Date (excluding increase options under such facilities); (c) Guaranty Obligations intercompany Indebtedness permitted under Section 8.02; provided that in the case of Indebtedness owing by a Loan Party to a Subsidiary that is not a Loan Party (i) such Indebtedness shall by its terms be subordinated in right of payment to the Borrower prior payment in respect full of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement Obligations in form and substance reasonably acceptable to the Administrative Agent and (ii) any First Lien Guarantor in respect of such Indebtedness of shall not be prepaid unless no Default exists immediately prior to or after giving effect to such First Lien Guarantor permitted under the First Lien Credit Agreementprepayment; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business or in connection with the Loans made under this Agreement for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; ;” and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting non‑defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases, leases and Synthetic Lease Obligations and Obligations) hereafter incurred to finance the purchase money obligations for of fixed or capital assets within the limitations set forth in Section 7.01(i); assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $50,000,000 at any one time outstanding outstanding; and (ii) such Indebtedness when incurred shall not exceed $7,000,000the purchase price of the asset(s) financed; (f) Secured Indebtedness under the Permitted Securitization Transaction; provided that (i) the Attributable Indebtedness thereunder shall not exceed at any time outstanding an amount equal to $1,400,000,000 and (ii) the Permitted Securitization Transaction shall be non-recourse to the Loan Parties other than with respect to purchase or repurchase obligations for breaches of representations and warranties, performance guaranties, and indemnity obligations and other similar undertakings in each case that are customary for similar standard market accounts receivable transactions; (g) unsecured Indebtedness or Subordinated Indebtedness of the Borrower and its Domestic Subsidiaries; provided that (i) at the time of incurrence of such Indebtedness, no Default has occurred and is continuing; (ii) after giving effect to the incurrence of such Indebtedness on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11, (iii) such Indebtedness shall not include any financial covenants that are more restrictive in any respect on the Loan Parties than the financial covenants in this Agreement, (iv) such Indebtedness is not subject to any amortization payments or any mandatory prepayments or sinking fund payments (other than in connection with a change of control, asset sale or event of loss and customary acceleration rights after an event of default) in each case, prior to the date that is six (6) months after the latest Maturity Date, and (v) such Indebtedness shall not mature at any time on or prior to the date that is six (6) months after the latest Maturity Date; (h) Priority Debt provided that the aggregate outstanding principal amount of all Priority Debt shall not exceed 30% of Consolidated EBITDA as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) (determined as of the date such Priority Debt is incurred); provided, that, the Priority Debt attributable to the Borrower and its Domestic Subsidiaries shall not exceed 20% of Consolidated EBITDA as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) (determined as of the date such Priority Debt is incurred); (i) Indebtedness which constitutes a Lien on investment property or general intangibles that represent Equity Interests of a Foreign Subsidiary and which is otherwise a Permitted Lien and Indebtedness that constitutes a Permitted Lien under the following: Sections 8.01(c), 8.01(d), 8.01(e), 8.01(h), 8.01(l), 8.01(m), 8.01(n), 8.01(p), 8.01(q) and 8.01(t); (j) Indebtedness of the Japanese Subsidiary and its Subsidiaries in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower JPY100,000,000 (or a Person that would become a subsidiary of the Borrower after giving effect to such loan its equivalent in another currency or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02currencies); (k) Indebtedness consisting of a Person existing at the time such Person becomes a Subsidiary indemnification obligations or adjustments in respect of the Borrower or any First Lien Guarantor in a transaction permitted hereunder purchase price (excluding Capital Leases and purchase money Indebtedness permitted hereunderincluding earn-outs) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower any Permitted Acquisition or any First Lien GuarantorDisposition permitted under Section 8.05; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time[reserved]; (m) earn outsGuarantees with respect to Indebtedness permitted under this Section 8.03 (including, indemnities for the avoidance of doubt, customary Guarantees of a Subsidiary that is a seller, servicer or originator of Receivables and purchase price adjustments pursuant to Permitted AcquisitionsRelated Assets in connection with the transactions permitted under Section 8.03(f) and Section 8.03(q)); (n) Indebtedness which may be deemed to exist pursuant to any unsecured reimbursement obligations of Loan Parties and their respective Subsidiaries in respect of letters of credit, bankers’ acceptances, bank guaranties, performancesurety or performance bonds, bid, tender, appeal surety, statutory and similar instruments issued by a Lender or similar obligations incurred an Affiliate of a Lender in the ordinary course of business; (o) Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed $275,000,000 at any time outstanding (the “Additional Foreign Subsidiary Debt”); provided, that, the incurrence (without giving effect to any undrawn or unutilized portions of any commitments with respect to Additional Foreign Subsidiary Debt) of any such Additional Foreign Subsidiary Debt shall result in a permanent reduction of the Aggregate Revolving Commitments pursuant to Section 2.06(e); (p) Indebtedness of the Japanese Subsidiary in an aggregate principal amount not to exceed JPY20,000,000,000 at any time outstanding; (q) Indebtedness of SYNNEX Canada Limited and its Subsidiaries or WCSI in an aggregate principal amount not to exceed C$200,000,000 at any time outstanding (including, for the avoidance of doubt, Indebtedness of SYNNEX Canada Limited and its Subsidiaries or WCSI arising in connection with sales of Receivables and Related Assets contemplated by Section 8.05(f) entered into by SYNNEX Canada Limited and its Subsidiaries or WCSI; provided that that the outstanding principal amount of all Indebtedness arising in connection therewith does not exceed C$200,000,000 (or its equivalent in another currency or currencies) at any time); (r) secured reimbursement obligations of the Loan Parties and their respective Subsidiaries in respect of overdraft protections letters of credit, bankers’ acceptances, bank guaranties, surety or performance bonds and otherwise in connection with deposit accounts, in each case similar instruments issued in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether an aggregate principal amount not to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements)exceed $30,000,000 at any time outstanding; (s) [reserved]; (t) other Indebtedness arising of Foreign Subsidiaries in an aggregate principal amount not to exceed $200,000,000 at any time outstanding; (u) from judgmentsand after the Convergys Closing Date, orders Indebtedness in respect of Convergys Convertible Debentures, including Indebtedness with respect to obligations to repurchase or other awards to otherwise settle such Convergys Convertible Debentures upon the extent not constituting an Event of Defaulttender for repurchase or conversion thereof, as applicable; and (tv) Indebtedness of Foreign Subsidiaries which does incurred in connection with the Convergys Acquisition in an aggregate principal amount not to exceed $2,000,000 in the aggregate 1,800,000,000 at any time outstanding, it being understood and agreed that no such Indebtedness shall be funded prior to the Convergys Closing Date. Notwithstanding anything to the contrary in this Section 8.03 or otherwise, the Special Purpose Subsidiary shall not contract, create, incur, assume or permit to exist any Indebtedness other than Indebtedness (x) existing from time to time under the Permitted Securitization Transaction or (y) permitted under the Securitization Documents. For purposes of determining compliance with this Section 8.03, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Indebtedness permitted in clauses (a) through (v) above, the Borrower shall be permitted to divide or classify such item on the date of its incurrence, and from time to time may reclassify, in any manner that complies with this Section 8.03 at such time.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents;; CHAR1\1641691v2CHAR1\1779505v1 (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 7.02 (other than letters of credit scheduled pursuant to (and already covered by) Section 7.02(r)) and any refinancings, refundings, renewals or extensions thereof; provided that provided, that, the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; (c) Guaranty Obligations Indebtedness of the Borrower or a Subsidiary owed to the Borrower or a Subsidiary, which Indebtedness shall: (i) to the extent reasonably required and requested in writing by the Administrative Agent, be evidenced by promissory notes, which shall be pledged to the Administrative Agent as Collateral for the Secured Obligations in accordance with the terms of the Security Agreement; and (ii) be otherwise permitted under the provisions of Section 7.03 (other than by reference to this Section 7.02 (or any sub-clause hereof)) (“Intercompany Debt”); (d) Guarantees by the Borrower in respect or any Subsidiary of Indebtedness otherwise permitted hereunder of the Borrower or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect Subsidiary; provided, that, Guarantees by a Loan Party of Indebtedness of such First Lien Guarantor a non-Loan Party must be permitted under the First Lien Credit Agreementby a sub-clause of Section 7.03 other than Section 7.03(c); (de) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person bona fide hedging purposes and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000Permitted Hedge Transactions; (f) Secured Subordinated Debt; provided, that, (i) immediately before and after (on a Pro Forma Basis acceptable to the Administrative Agent and supported by such certificates reasonably required by the Administrative Agent) the incurrence of any such Subordinated Debt (and assuming for such purposes that such Subordinated Debt is fully drawn), no Default or unsecured Indebtedness Event of Default shall exist and the Borrower shall be in an Pro Forma Compliance with the financial covenants set forth in Section 7.11 as of the date of incurrence of such Subordinated Debt, and (ii) all material agreements, documents and instruments relating to such Subordinated Debt shall have been delivered to and approved by the Administrative Agent prior to the incurrence of such Subordinated Debt and (iii) from the Fourth Amendment Effective Date through the Trigger Date, the aggregate principal amount of all such Subordinated Debt shall not to exceed $2,000,000 at any time outstanding50,000,000; (g) Guaranty Obligations contingent liabilities arising with respect to customary indemnification obligations in favor of the Borrower sellers in respect of Indebtedness otherwise connection with Permitted Acquisitions and purchasers in connection with Dispositions permitted hereunder of under Section 7.05 (other than by reference to this Section 7.02 (or any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstandingsub-clause hereof)); (h) Earnouts with respect to Permitted Equipment FinancingAcquisitions or other permitted Investments; (i) Permitted First Lien Financingtrade accounts payable and accrued expenses arising in the ordinary course which are current or past due only in an amount which is not material in the aggregate for the Borrower and its Subsidiaries on a consolidated basis, or which are being contested in good faith by appropriate proceedings and for which adequate reserves are maintained on the books of the Borrower; (j) (i) loans or advances among Indebtedness incurred to finance insurance premiums in the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary ordinary course of business consistent with past practices of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02Borrower; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding represented by purchase money Indebtedness, Facility Leases, Ordinary Course Equipment Leases, Capital Leases, Ordinary Course Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstandingFacility Management Agreements; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor;CHAR1\1641691v2CHAR1\1779505v1 (li) Indebtedness for bank overdrafts or returned items incurred to repurchase Capital Stock in the ordinary course of the Borrower from retired, deceased or terminated employees or directors business that are promptly repaid and (including their heirsii) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any timeunder Secured Cash Management Agreements; (m) earn outsunsecured Indebtedness owing to banks or other financial institutions under credit cards issued to officers and employees for, indemnities and purchase price adjustments pursuant to Permitted Acquisitionsconstituting, business-related expenses in the ordinary course of business; provided, that, such Indebtedness is extinguished within ninety (90) days after the incurrence thereof; (n) Indebtedness which may be deemed representing deferred compensation to exist pursuant to employees of any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations Loan Party incurred in the ordinary course of business; (o) obligations arising under indemnity agreements to title insurers to cause such title insurers to issue the Administrative Agent title insurance policies required hereunder; (p) Indebtedness in respect of overdraft protections appeal, bid, performance or surety or similar bonds, workers’ compensation claims and otherwise in connection with deposit accounts, in each case self-insurance obligations issued for the account of the Borrower or any Subsidiary in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements Indebtedness not contemplated by the other sub-clauses of this Section 7.02; provided, that, immediately before and after (on a Pro Forma Basis acceptable to the Administrative Agent and supported by such certificates required by the Administrative Agent) the incurrence of any such Indebtedness (and assuming for collectionsuch purposes that such Indebtedness is fully drawn), deposit no Default or negotiation Event of Default shall exist and, after giving effect thereto, (i) the Consolidated Interest Coverage Ratio determined on a Pro Forma Basis for the most recent Measurement Period would at least equal the Consolidated Interest Coverage Ratio required under Section 7.11(a) and warranties (ii) the Consolidated Leverage Ratio determined on a Pro Forma Basis for the most recent Measurement Period would not exceed the lesser of products or services, in each case incurred in (x) 3.245:1.0 and (y) the ordinary course of business;maximum Consolidated Leverage Ratio permitted under Section 7.11(b) for such Measurement Period; and (r) Indebtedness in respect letters of employee credit issued by Iberiabank or any of its Affiliates for the benefit plans of the Closing Date Targets set forth on Schedule 7.02 and programsany extensions, whether to current restatements or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements);replacements thereof.; and (s) other unsecured Indebtedness arising and Permitted Convertible Indebtedness; provided, that (i) the aggregate amount of such Indebtedness shall not exceed $300 million, (ii) the Net Cash Proceeds of such Indebtedness are used to prepay the Obligations in accordance with Section 2.05(b)(viii), (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect to the incurrence of such Indebtedness on a Pro Forma Basis, (iv) the Borrower shall have delivered a certificate from judgments, orders or other awards a Responsible Officer in form and detail reasonably satisfactory to the Administrative Agent confirming the foregoing and demonstrating compliance with the financial covenants set forth in Section 7.11 (to the extent such financial covenants are tested at such time) after giving effect to the incurrence of such Indebtedness on a Pro Forma Basis, (v) such Indebtedness is not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstanding.guaranteed by any Subsidiary that is not a Guarantor of the Obligations and (vi) no such Indebtedness shall (A) have a scheduled maturity or require any regularly scheduled amortization payment to be made prior to the date that is 181 days after the Maturity Date or (B) be subject to any mandatory redemption, mandatory repurchase or other mandatory prepayments of principal (including early conversion triggers) other than those that the Borrower and the Administrative Agent agree, in good faith, are customary for such Indebtedness. CHAR1\1641691v2CHAR1\1779505v1

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist exist, directly or indirectly, any Indebtedness, except: (a) Indebtedness under the Loan DocumentsThe Obligations; (b) any guaranty of Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancingsof a type described in this Section 7.2; provided, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurredthat, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderno event shall a Domestic Loan Party guaranty the Indebtedness of a Foreign Subsidiary without Agent’s prior consent; (c) Guaranty Obligations of Indebtedness outstanding on the Closing Date and listed on Schedule 7.2 (provided, that, (i) the Borrower amount of any such Indebtedness shall not be permitted to be increased on or following the Closing Date other than as a result of any interest thereon accruing in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement kind, and (ii) any First Lien Guarantor in respect of Indebtedness of Subordinated Debt set forth on such First Lien Guarantor permitted under Schedule 7.2 remains subject to the First Lien Credit applicable Subordination Agreement); (d) obligations (contingent or otherwise) accounts payable and accrued liabilities of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; provided that (i) such obligations are (or were) entered into by such Person Loan Parties incurred in the ordinary course Ordinary Course of business for the purpose of directly mitigating risks associated with liabilitiesBusiness, commitmentsincluding, investmentswithout limitation, assets, property, or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyoperating leases; (e) intercompany Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within among the limitations set forth in Loan Parties to the extent permitted by Section 7.01(i7.6(d); provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000; (f) Secured Indebtedness in respect of (i) workers’ compensation claims or unsecured obligations in respect of health, disability or other employee benefits, (ii) property, casualty or liability insurance or self-insurance obligations, (iii) completion, bid, performance bonds, surety appeal or similar bonds and completion guarantees provided by a Loan Party, (iv) taxes, assessments or other government charges not yet delinquent or which are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, (v) bankers’ acceptances and other similar obligations not constituting Indebtedness for borrowed money, or (vi) customary cash management services or in connection with any automated clearinghouse transfer of funds, in each of the foregoing cases to the extent incurred in the Ordinary Course of Business; (g) Indebtedness of the Loan Parties in respect of Purchase Money Obligations and Capital Lease Obligations in an aggregate principal amount not to exceed $2,000,000 500,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any one time outstanding; (h) Permitted Equipment FinancingSubordinated Debt to the extent expressly consented to in writing by Agent and the Required Lenders; (i) Permitted First Lien Financingthe ▇. ▇▇▇▇▇ Securities Debt existing as of the Closing Date and set forth on Schedule 7.2; provided that such Indebtedness is subject to a Subordination Agreement; (j) (i) loans or advances among the Borrower and Indebtedness consisting of letters of credit in an aggregate principal amount outstanding at any First Lien Guarantortime not in excess of $250,000, (ii) loans or advances made which Indebtedness may be secured by a Subsidiary cash collateral of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) Loan Parties delivered to the Borrower or any First Lien Guarantor, issuer of such letters of credit (iii) loans or advances made and by the Borrower or any First Lien Guarantor in no other assets of a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02Loan Party); (k) Bonding arrangements constituting Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons outstanding at any time outstandingnot in excess of $1,000,000; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor;and (l) other unsecured Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 Borrowers in an aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outstime not in excess of $250,000; provided, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) that, in no event shall any Indebtedness which may be deemed to exist pursuant of the Loan Parties to any guaranties, performance, bid, tender, appeal surety, statutory vendor or similar obligations incurred in the ordinary course of business; accounts payable (odue to vendors) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate financing exist at any time outstandingtime.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Guaranty Obligations of (i) the Borrower in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit Agreement; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrument; Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; ;” and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (ec) Indebtedness in respect of capital leases, Synthetic Lease Obligations Off-Balance Sheet Arrangements and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i)assets; provided provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed One Million and No/100 Dollars ($7,000,0001,000,000.00); (d) Guaranties by the Borrower or CCPT IV of Secured Debt of a Subsidiary that is not a Loan Party to the extent the incurrence of any Indebtedness pursuant to this clause (d) does not cause the Borrower to violate any of the financial covenants set forth in Section 7.11; (e) Guarantees (i) in respect of Indebtedness or performance obligations otherwise permitted hereunder or (ii) constituting Investments permitted under Section 7.02; (f) Secured Indebtedness incurred in respect of indemnification claims relating to adjustments of purchase price or unsecured Indebtedness similar obligations in an aggregate principal amount not to exceed $2,000,000 at any time outstandingcase incurred in connection with any Disposition permitted under Section 7.05; (g) Guaranty Obligations of the Borrower Indebtedness in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantorworkers’ compensation claims, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guarantiesself-insurance premiums, performance, bidbid and surety bonds and completion guaranties, tenderin each case, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (oh) Indebtedness incurred in the ordinary course in respect of netting services, overdraft protections protections, automatic clearinghouse arrangements, arrangements in respect of pooled deposit or sweep accounts, check endorsement guarantees, and otherwise in connection with deposit accounts, in each case in the ordinary course of businessaccounts or cash management services; (pi) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers unsecured intercompany Indebtedness and licensees of the Borrower and its Subsidiariesintercompany Investments permitted pursuant to Section 7.02; (qj) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of businessIndebtedness constituting Permitted Unsecured Debt; (rk) Indebtedness that constitutes Unsecured Debt so long as after giving effect thereto the Borrower will be in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into compliance with the financial covenants set forth in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of DefaultSection 7.11; and (tl) other Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in existing on the aggregate at any time outstandingClosing Date and identified on Schedule 7.03.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed set forth on Schedule 7.03 8.03 (and any refinancingsrenewals, refundings, renewals or refinancings and extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder and (ii) the terms relating to amortization, maturity, collateral (if any) and subordination (if any) of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, renewed or extended); (c) Guaranty Obligations of (i) the Borrower in respect of intercompany Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of such First Lien Guarantor permitted under the First Lien Credit AgreementSection 8.02; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract or currency risk management financial instrumentContract; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”; ;” and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leasesCapital Leases or Synthetic Leases) hereafter incurred to finance the purchase of fixed assets, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i)renewals, refinancings and extensions thereof; provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $50,000,000 at any one time outstanding outstanding; and (ii) such Indebtedness when incurred shall not exceed $7,000,000the purchase price of the asset(s) financed; (f) Secured endorsement of negotiable instruments for deposit or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory collection or similar obligations incurred transactions in the ordinary course of business; (og) Indebtedness in respect of overdraft protections and otherwise assumed in connection with deposit accountsany Permitted Acquisition but not incurred in contemplation thereof; (h) to the extent constituting Indebtedness, in each case surety or performance bonds with respect to contracts for the performance of work entered into by any Loan Party in the ordinary course of business; (pi) guaranties other unsecured Indebtedness so long as (i) the Consolidated Leverage Ratio, calculated on a Pro Forma Basis after giving effect to such Indebtedness on a Pro Forma Basis is less than 3.50:1.00, (ii) no Default exists or would result therefrom, (iii) such Indebtedness shall not include any financial covenants that are more restrictive in any respect on the ordinary course Loan Parties than the financial covenants in this Agreement, (iv) such Indebtedness is not subject to any amortization payments or any mandatory prepayments or sinking fund payments (other than in connection with a change of business control, asset sale or event of loss and customary acceleration rights after an event of default) in each case, prior to the obligations of suppliersdate that is six (6) months after the latest Maturity Date, landlords, customers and licensees of (v) such Indebtedness shall not mature at any time on or prior to the Borrower and its Subsidiariesdate that is six (6) months after the latest Maturity Date; (qj) endorsements for collection, deposit or negotiation and warranties of products or services, in each case earn-out obligations incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Defaultany Permitted Acquisition; and (tk) Guarantees with respect to Indebtedness permitted under this Section 8.03; provided that if a Loan Party Guarantees Indebtedness of a Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstandingSubsidiary, such Guarantee must also be permitted by Section 8.02 (other than Section 8.02(g)).