Common use of Indebtedness Clause in Contracts

Indebtedness. No Loan Party will, nor will it permit any Subsidiary to, create, incur or suffer to exist any Indebtedness, except: (a) Indebtedness created under the Loan Documents; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01; (c) Indebtedness of the Borrower to Holdings or any Subsidiary, Indebtedness of any Subsidiary to the Borrower, Holdings or any other Subsidiary and Indebtedness of Holdings to the Borrower or any Subsidiary; provided that (i) Indebtedness of any Subsidiary that is not a Loan Party to any Loan Party shall only be permitted to the extent permitted under Section 6.04 and (ii) Indebtedness of the Borrower or Holdings to any Subsidiary that is not a Loan Party and Indebtedness of any Subsidiary that is a Loan Party to any Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent; (d) Guarantees (i) by Holdings and the Subsidiaries that are Loan Parties of the Indebtedness of the Borrower described in clause (k) hereof, so long as the Guarantee of the Senior Subordinated Notes is subordinated substantially on terms as set forth in the Senior Subordinated Note Documents, (ii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any Indebtedness of the Borrower or any Subsidiary that is a Loan Party permitted to be incurred under this Agreement, (iii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a Loan Party to the extent such Guarantees are permitted by Section 6.04(u); provided that Guarantees by Holdings, the Borrower or any Subsidiary that is a Loan Party under this clause (d) of any other Indebtedness of a Person that is subordinated to other Indebtedness of such Person shall be expressly subordinated to the Obligations on terms at least as favorable to the Lenders as the Guarantee of the Senior Subordinated Notes is under the Senior Subordinated Note Documents, and (iv) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any real property lease obligations of the Borrower or any Subsidiary that is a Loan Party; (e) Indebtedness of any Loan Party incurred to finance the acquisition, construction, repair or improvement of any fixed or capital assets, including 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 and renewals of any such Indebtedness in accordance with clause (g) hereof; provided that (i) such Indebtedness is incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e), when combined with the aggregate principal amount of all Capital Lease Obligations and Synthetic Lease Obligations incurred pursuant to clause (f) hereof, shall not exceed $25,000,000 at any time outstanding; provided, further that if requested by the Administrative Agent, the Loan Parties will use commercially reasonable efforts to cause the holder of such Indebtedness in respect of any Real Estate owned or acquired by any Loan Party to enter into a Collateral Access Agreement providing for access and use of the applicable personal property located on such premises following the occurrence and during the continuance of an Event of Default on terms reasonably satisfactory to the Administrative Agent; (f) Capital Lease Obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (e) hereof, not in excess of $25,000,000 at any time outstanding; (g) Indebtedness which represents an extension, refinancing, refunding, replacement or renewal of any of the Indebtedness described in clauses (b), (d), (g), (j), or (k) hereof; provided that, (i) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, refunded, replaced or renewed, except by an amount equal to unpaid accrued interest and premium (including applicable prepayment penalties) thereon plus fees and expenses reasonably incurred in connection therewith, (ii) any Liens securing such Indebtedness are not extended to any additional property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing, refunding, replacement or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, refunded, replaced or renewed, (v) if the Indebtedness that is extended, refinanced, refunded, replaced or renewed was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the extension, refinancing, refunding, replacement or renewal Indebtedness must include subordination terms and conditions that are at least as favorable to the Lenders as those that were applicable to the extended, refinanced, refunded, replaced or renewed Indebtedness and (vi) with respect to any such extension, refinancing, refunding, replacement or renewal of the Senior Secured Term Loan Facility, such refinancing Indebtedness, if secured, is secured only by assets of the Loan Parties that constitute Collateral for the Obligations pursuant to a security agreement subject to the Intercreditor Agreement or another intercreditor agreement that is no less favorable to the Secured Parties, taken as a whole, than the Intercreditor Agreement; (h) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (i) Indebtedness of the Loan Parties in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations, or obligations in respect of letters of credit, bank acceptances or guarantees or similar instruments related thereto, in each case provided in the ordinary course of business; (j) Indebtedness of any Person that becomes a Loan Party after the date hereof and Indebtedness acquired or assumed in connection with Permitted Acquisitions; provided that such Indebtedness exists at the time such Person becomes a Loan Party or at the time of such Permitted Acquisition and is not created in contemplation of or in connection therewith; (k) Indebtedness of the Borrower pursuant to (i) the Senior Subordinated Notes (and the exchange notes issued in exchange thereof) and agreements relating thereto in an original aggregate principal amount that is not in excess of $225,000,000 plus the amount of any interest that is paid-in-kind at any one time outstanding and (ii) the Senior Secured Term Loan Facility in an aggregate principal amount that is not in excess of $185,000,000; (l) other unsecured Indebtedness of the Borrower or any Subsidiary in an aggregate principal amount not exceeding $15,000,000 at any time outstanding; (m) Hedging Obligations of the Loan Parties pursuant to Hedge Agreements permitted by Section 6.07; (n) Indebtedness consisting of promissory notes issued by any Loan Party to current or former officers, directors and employees, their respective estates, heirs, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings (or any direct or indirect parent thereof) or of the Borrower (following a Qualified Public Offering of the Borrower) permitted by Section 6.08; (o) Indebtedness of the Loan Parties constituting indemnification obligations or obligations in respect of purchase price, earn-outs or other similar adjustments in connection with acquisitions, sales and dispositions permitted under this Agreement; (p) Indebtedness consisting of obligations of the Loan Parties under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions and Permitted Acquisitions or any other investment permitted hereunder; (q) cash management obligations of the Loan Parties and other Indebtedness of the Loan Parties in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts, in the ordinary course of business; (r) Indebtedness of the Loan Parties consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (s) Indebtedness incurred by a Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business; (t) Indebtedness supported by a Letter of Credit or a letter of credit issued pursuant to the Senior Secured Term Facility Agreement, in a principal amount not to exceed the face amount of such letter of credit; provided that with respect to Letters of Credit that support Indebtedness incurred by Foreign Subsidiaries, such Indebtedness shall only be permitted to the extent permitted under Section 6.04; (u) Subordinated Indebtedness of a Loan Party (i) constituting deferred purchase price of, or incurred to finance, Permitted Acquisitions in an aggregate principal amount not exceeding $75,000,000 at any time outstanding, or (ii) incurred to refinance or repay Indebtedness outstanding under the Senior Secured Term Loan Facility, including any incremental facilities provided for thereunder (or if no such Indebtedness is outstanding, any other long-term Indebtedness of the Borrower or any Subsidiary); (v) Other Indebtedness of a Loan Party created or incurred if the Fixed Charge Coverage Ratio as of the end of the most recently ended four-fiscal-quarter period immediately preceding the date on which such Indebtedness is created or incurred would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; provided that if the Indebtedness created or incurred is to be used to finance the acquisition of any Person or assets, such Indebtedness shall be permitted regardless of whether the Fixed Charge Coverage Ratio set forth above is met if the Fixed Charge Coverage Ratio after giving effect to such acquisition or merger is greater than the Fixed Charge Coverage Ratio immediately prior to such acquisition or merger; provided, further, that any Indebtedness created or incurred in compliance with this clause (v) shall be permitted to exist regardless of whether the Fixed Charge Coverage Ratio is subsequently less than the ratio set forth above; (w) Indebtedness incurred by Holdings and owed to the Permitted Holders in an aggregate outstanding principal amount not to exceed $75,000,000 at any time; provided that (A) interest on such Indebtedness is not payable in cash prior to the Maturity Date, (B) such Indebtedness does not mature and does not require any scheduled or mandatory prepayments prior to the date that is 180 days following the Maturity Date, (C) such Indebtedness is not secured and (D) such Indebtedness is subordinated to the Obligations on terms reasonably satisfactory to Administrative Agent; and (x) Indebtedness incurred by a Foreign Subsidiary; provided, that no portion of such Indebtedness shall be guaranteed by, be recourse to, or otherwise obligate a Loan Party, or subject, directly or indirectly, contingently or otherwise any property or asset of a Loan Party to a Lien.

Indebtedness. No Loan Note Party will, nor will it permit any Subsidiary to, create, incur incur, assume or suffer to exist any IndebtednessIndebtedness on or after the Issue Date, except: (aA) Indebtedness created under the Loan DocumentsNote Obligations; (bB) Indebtedness existing on the date hereof and set forth in Schedule 6.013.08(B); (cC) Indebtedness of the Borrower Company to Holdings or any Subsidiary, Indebtedness Subsidiary and of any Subsidiary to the Borrower, Holdings Company or any other Subsidiary and Indebtedness of Holdings to the Borrower or any Subsidiary; , provided that (i) Indebtedness of any Subsidiary that is not a Loan Note Party to the Company or any Loan other Note Party shall only be permitted subject to the extent permitted under Section 6.04 3.11(D) or Section 3.11(P) and (ii) Indebtedness of the Borrower or Holdings to any Subsidiary that is not a Loan Party and Indebtedness of any Subsidiary that is a Loan Note Party to any Subsidiary that is not a Loan Note Party shall be subordinated to the Secured Note Obligations pursuant to a subordination agreement on terms reasonably satisfactory to substantially in the Administrative Agentform attached hereto as Exhibit D; (dD) Guarantees by the Company of Indebtedness of any Subsidiary to a bona fide third party and by any Subsidiary of Indebtedness of the Company or any other Subsidiary to a bona fide third party (including, without limitation, constituting customary indemnification, purchase price adjustments or other similar reimbursement obligations incurred under customary agreements in the ordinary course of business, or Dispositions or investments otherwise permitted under this Indenture), provided that (i) by Holdings and the Subsidiaries that are Loan Parties of the Indebtedness of the Borrower described in clause (k) hereof, so long as the Guarantee of the Senior Subordinated Notes Guaranteed is subordinated substantially on terms as set forth in the Senior Subordinated Note Documentsotherwise permitted by this Section 3.08, (ii) Guarantees by Holdings, the Borrower Company or any Subsidiary that is a Loan Party of any Indebtedness of the Borrower or any Subsidiary that is a Loan Party permitted to be incurred under this Agreement, (iii) by Holdings, the Borrower or any Subsidiary that is a Loan other Note Party of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a Loan Note Party shall be subject to the extent such Section 3.11(E) and (iii) Guarantees are permitted by Section 6.04(u); provided that Guarantees by Holdings, the Borrower or any Subsidiary that is a Loan Party under this clause (d) of any other shall be subordinated to the Note Obligations on the same terms as the Indebtedness of a Person that so Guaranteed is subordinated to other the Note Obligations; (E) Indebtedness of such Person shall be expressly subordinated to the Obligations on terms at least as favorable to the Lenders as the Guarantee of the Senior Subordinated Notes is under the Senior Subordinated Note Documents, and (iv) by Holdings, the Borrower Company or any Subsidiary that is a Loan Party of any real property lease obligations of the Borrower or any Subsidiary that is a Loan Party; (e) Indebtedness of any Loan Party incurred to finance the acquisition, construction, repair construction or improvement of any fixed or capital assetsassets (whether or not constituting purchase money Indebtedness), 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 extensions, renewals and renewals replacements of any such Indebtedness in accordance with clause (gF) hereofbelow; provided that (i) such Indebtedness is incurred prior to or within one hundred eighty (180) 180 days after such acquisition or the completion of such construction, repair construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (eE), when combined together with the aggregate principal amount of all Capital Lease Obligations and Synthetic Lease Obligations incurred pursuant to any Refinance Indebtedness (as defined below) in respect thereof permitted by clause (fF) hereofbelow, shall not exceed the greater of (i) $25,000,000 at any time outstanding; provided, further that if requested by the Administrative Agent, the Loan Parties will use commercially reasonable efforts to cause the holder 15,000,000 and (ii) 15% of such Indebtedness Consolidated EBITDA in respect of any Real Estate owned or acquired by any Loan Party to enter into a Collateral Access Agreement providing for access and use of the applicable personal property located on such premises following the occurrence and during the continuance of an Event of Default on terms reasonably satisfactory to the Administrative Agent; (f) Capital Lease Obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (e) hereof, not in excess of $25,000,000 at any time outstanding; (gF) Indebtedness which represents an extensionextensions, refinancingrenewals, refundingrefinancing or replacements (such Indebtedness being so extended, replacement renewed, refinanced or renewal replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (bB), (dE) and (M) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”), (g), (j), or (k) hereof; provided that, that (i) the principal amount (or accreted value, if applicable) thereof , of such Refinance Indebtedness does not exceed increase the principal amount (or accreted value, if applicable) , of the Original Indebtedness so extendedand, refinancedin the case of Indebtedness described in clause (E) hereof, refundedthe aggregate principal amount of Indebtedness permitted by this clause (F), replaced or renewedtogether with any Indebtedness permitted by clause (E), except by an amount equal to unpaid accrued interest shall not exceed the greater of (i) $15,000,000 and premium (including applicable prepayment penaltiesii) thereon plus fees and expenses reasonably incurred 15% of Consolidated EBITDA in connection therewiththe aggregate at any time outstanding, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan PartyNote Party or any Subsidiary, (iii) no Loan Note Party or any Subsidiary that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect theretoto such Refinance Indebtedness, (iv) such extension, refinancing, refunding, replacement or renewal Refinance Indebtedness does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, refunded, replaced or renewedsuch Original Indebtedness, (v) the terms of such Refinance Indebtedness other than fees and interest are not less favorable to the obligor thereunder than the original terms of such Original Indebtedness, and (vi) if the such Original Indebtedness that is extended, refinanced, refunded, replaced or renewed was subordinated in right of payment to the Secured Obligations or any of the other Note Obligations, then the terms and conditions of the extension, refinancing, refunding, replacement or renewal such Refinance Indebtedness must include subordination terms and conditions that are at least as favorable to the Lenders Trustee, the Collateral Agent and the Holders as those that were applicable to the extended, refinanced, refunded, replaced or renewed Indebtedness and (vi) with respect to any such extension, refinancing, refunding, replacement or renewal of the Senior Secured Term Loan Facility, such refinancing Original Indebtedness, if secured, is secured only by assets of the Loan Parties that constitute Collateral for the Obligations pursuant to a security agreement subject to the Intercreditor Agreement or another intercreditor agreement that is no less favorable to the Secured Parties, taken as a whole, than the Intercreditor Agreement; (hG) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (iH) Indebtedness of the Loan Parties any Note Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees bonds and similar obligations, or obligations in respect of letters of credit, bank acceptances or guarantees or similar instruments related thereto, in each case provided in the ordinary course of business; (jI) Indebtedness arising from the endorsement of instruments or other payment items for deposit in the ordinary course of business; (J) to the extent constituting Indebtedness, judgments not constituting an Event of Default; (K) Indebtedness related to Swap Agreements permitted by Section 3.14; (L) (i) Indebtedness in the form of Earn-outs or other contingent payment obligations due and payable in connection with any Permitted Acquisition or other Investment permitted hereunder and (ii) Subordinated Indebtedness, including seller notes entered into in connection with Permitted Acquisitions, in an aggregate principal amount for all such Indebtedness under this clause (l) not to exceed the greater of (i) $10,000,000 and (ii) 10% of Consolidated EBITDA in the aggregate at any time outstanding; (M) Indebtedness of any Person that becomes a Loan Party Subsidiary after the date hereof and Indebtedness acquired or assumed in connection with Permitted Acquisitionshereof; provided that (i) such Indebtedness exists at the time such Person becomes a Loan Party or at the time of such Permitted Acquisition Subsidiary and is not created in contemplation of or in connection therewith; (k) Indebtedness of the Borrower pursuant to (i) the Senior Subordinated Notes (and the exchange notes issued in exchange thereof) and agreements relating thereto in an original aggregate principal amount that is not in excess of $225,000,000 plus the amount of any interest that is paid-in-kind at any one time outstanding with such Person becoming a Subsidiary and (ii) the Senior Secured Term Loan Facility in an aggregate principal amount that is of Indebtedness permitted by this clause (M), together with any Refinance Indebtedness in respect thereof permitted by clause (F) above, shall not exceed $6,000,000 in excess of $185,000,000the aggregate at any time outstanding; (lN) other unsecured Indebtedness of the Borrower any Note Party or wholly-owned Subsidiary of any Subsidiary Note Party in an aggregate principal amount not exceeding $15,000,000 in the aggregate at any time outstanding; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Note Parties permitted by this clause (N) shall not exceed $3,500,000 in the aggregate at any time outstanding and shall not be Indebtedness for borrowed money; (O) Indebtedness in connection with the deemed financing of insurance premiums arising as a result of the payment of such premiums in installments in the ordinary course of business (expressly excluding third party financing); provided that the aggregate principal amount of Indebtedness permitted by this clause (O) shall not exceed $6,000,000 in the aggregate at any time outstanding; (mP) Hedging Obligations unsecured Indebtedness of the Loan Parties pursuant to Hedge Agreements permitted Company that is evidenced by Section 6.07; (n) Indebtedness consisting of promissory notes issued by any Loan Party the Company to current or former officersdirectors, directors consultants, managers, officers and employees, employees (or their respective estates, heirs, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings (or any direct or indirect parent thereofestates) or of the Borrower (following a Qualified Public Offering of the Borrower) permitted by Section 6.08; (o) Indebtedness of the Loan Parties constituting indemnification obligations or obligations in respect of purchase price, earn-outs or other similar adjustments Company and its Subsidiaries in connection with acquisitions, sales and dispositions permitted under this Agreement; (p) Indebtedness consisting of obligations repurchases or redemptions of the Loan Parties under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions and Permitted Acquisitions or any other investment permitted hereunder; (q) cash management obligations equity interests of the Loan Parties and other Indebtedness of the Loan Parties in respect of netting servicesCompany issued to such director, overdraft protections and similar arrangements in each case in connection with deposit accountsconsultant, in the ordinary course of business; (r) Indebtedness of the Loan Parties consisting of (x) the financing of insurance premiums manager, officer or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (s) Indebtedness incurred by a Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business; (t) Indebtedness supported by a Letter of Credit or a letter of credit issued pursuant to the Senior Secured Term Facility Agreement, in a principal amount not to exceed the face amount of such letter of credit; provided that with respect to Letters of Credit that support Indebtedness incurred by Foreign Subsidiaries, such Indebtedness shall only be permitted to the extent permitted under Section 6.04; (u) Subordinated Indebtedness of a Loan Party employee so long as (i) constituting deferred purchase price of, or incurred to finance, Permitted Acquisitions in an aggregate principal amount not exceeding $75,000,000 at any time outstanding, or (ii) incurred to refinance or repay Indebtedness outstanding under the Senior Secured Term Loan Facility, including any incremental facilities provided for thereunder (or if no such Indebtedness is outstanding, any other long-term Indebtedness of the Borrower or any Subsidiary); (v) Other Indebtedness of a Loan Party created or incurred if the Fixed Charge Coverage Ratio as of the end of the most recently ended four-fiscal-quarter period immediately preceding the date on which such Indebtedness is created or incurred would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; provided that if the Indebtedness created or incurred is to be used to finance the acquisition of any Person or assets, such Indebtedness shall be permitted regardless of whether the Fixed Charge Coverage Ratio set forth above is met if the Fixed Charge Coverage Ratio after giving effect to such acquisition or merger is greater than the Fixed Charge Coverage Ratio immediately prior to such acquisition or merger; provided, further, that any Indebtedness created or incurred in compliance with this clause (v) shall be permitted to exist regardless of whether the Fixed Charge Coverage Ratio is subsequently less than the ratio set forth above; (w) Indebtedness incurred by Holdings and owed to the Permitted Holders in an aggregate outstanding principal amount not to exceed $75,000,000 at any time; provided that (A) interest on such Indebtedness is not payable in cash prior to guaranteed by the Maturity DateCompany or any Subsidiary of the Company, (Bii) such Indebtedness does not mature and does not require have any scheduled maturity, amortization, interest payments, redemption, sinking fund or mandatory prepayments other similar payment prior to the date that is 180 days following the Maturity DateDate then in effect, (Civ) such Indebtedness is does not secured have any covenants or defaults (other than a bankruptcy of the Company, change of control and non-payment of such Indebtedness but otherwise subject to the subordination provisions thereof), (Dv) such Indebtedness is subordinated to the Note Obligations as to right and time of payment and as to other rights and remedies thereunder on terms and conditions reasonably satisfactory to Administrative the Collateral Agent, and (vi) the aggregate principal amount of all such Indebtedness outstanding under this clause (P) does not exceed $7,500,000 in the aggregate at any time outstanding; (Q) to the extent constituting Indebtedness, working capital and similar deferred purchase price adjustments entered into in connection with any Permitted Acquisition or other similar Investments permitted hereunder (but for the avoidance of doubt, not Earn-outs, milestone payments or similar payments, or other contingent payment obligations due and payable in connection with any Permitted Acquisition); (R) to the extent constituting Indebtedness, repurchase obligations in connection with customary customer financing arrangements that the Company or its Subsidiaries enter into in the ordinary course of business consistent with past practice as of the Issue Date; and (xS) Indebtedness incurred by a Foreign Subsidiaryin connection with any Additional Notes issued pursuant to Section 2.03; providedprovided that (i) such Additional Notes are issued in exchange for the Existing Notes, that (ii) the exchange price is no portion greater than 85% of par value and (iii) the aggregate principal amount of all such Indebtedness shall be guaranteed by, be recourse to, or otherwise obligate a Loan Party, or subject, directly or indirectly, contingently or otherwise any property or asset of a Loan Party to a LienAdditional Notes does not exceed fifty million dollars ($50,000,000).

Indebtedness. No Loan Party will, nor will it permit None of the Covenant Parties or any Subsidiary toof their Restricted Subsidiaries shall directly or indirectly, create, incur incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness created of any Loan Party under the Loan DocumentsDocuments or any refinancings thereof; (b) Indebtedness existing (i) outstanding on the date hereof and set forth in listed on Schedule 6.017.03(b) and any refinancing thereof and, until the first Business Day following the Pushdown Date, the Outstanding Indebtedness and (ii) intercompany Indebtedness outstanding on the date hereof evidenced by an Intercompany Note and any refinancing thereof evidenced by an Intercompany Note; (c) Indebtedness Guarantees by any Covenant Party and any Restricted Subsidiary in respect of the Borrower to Holdings or any Subsidiary, Indebtedness of any Subsidiary to the Borrower, Holdings Covenant Party or any other Restricted Subsidiary and Indebtedness of Holdings to the Borrower or any Subsidiarya Covenant Party otherwise permitted hereunder; provided that (iA) Indebtedness no Guarantee of any Subsidiary that is not a Loan Party to any Loan Party Senior Subordinated Debt, Senior Unsecured Debt or Junior Financing shall only be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the extent permitted under Section 6.04 and (ii) Indebtedness of the Borrower or Holdings to any Subsidiary that is not a Loan Party and Indebtedness of any Subsidiary that is a Loan Party to any Subsidiary that is not a Loan Party Obligations, such Guarantee shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent; (d) Guarantees (i) by Holdings and the Subsidiaries that are Loan Parties of the Indebtedness of the Borrower described in clause (k) hereof, so long as the Guarantee of the Senior Subordinated Notes is subordinated substantially on terms as set forth in the Senior Subordinated Note Documents, (ii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any Indebtedness of the Borrower or any Subsidiary that is a Loan Party permitted to be incurred under this Agreement, (iii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a Loan Party to the extent such Guarantees are permitted by Section 6.04(u); provided that Guarantees by Holdings, the Borrower or any Subsidiary that is a Loan Party under this clause (d) of any other Indebtedness of a Person that is subordinated to other Indebtedness of such Person shall be expressly subordinated to the Obligations on terms at least as favorable to the Lenders as those contained in the Guarantee subordination of such Indebtedness; (d) Indebtedness of a Covenant Party or any Restricted Subsidiary owing to any Loan Party or any other Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Restricted Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness shall be evidenced by an Intercompany Note; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, lease or improvement of a fixed or capital asset incurred by a Covenant Party or any Restricted Subsidiary prior to or within 270 days after the acquisition, lease or improvement of the applicable asset, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(f) and (iii) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clauses (i) and (ii); (f) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (g) (i) Indebtedness of any Covenant Party or any Restricted Subsidiary (A) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, or (B) incurred to finance a Permitted Acquisition and (ii) any Permitted Refinancing of the foregoing; provided, in each case that such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof (v) is unsecured or is subordinated to the Obligations on terms no less favorable to the Lenders than the subordination terms set forth in the Senior Subordinated Debt Documentation as of the Pushdown Date, (w) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom and (2) the Covenant Parties and their Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, (x) matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the Maturity Date of the Term Loans (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemption provisions satisfying the requirement of clause (y) hereof), (y) has terms and conditions (other than interest rate, redemption premiums and subordination terms), taken as a whole, that are not materially less favorable to the Covenant Parties as the terms and conditions of the Senior Subordinated Notes is under Debt; provided that a certificate of a Responsible Officer delivered to the Senior Subordinated Note DocumentsAdministrative Agent at least five 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 ▇▇▇▇▇▇▇ 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 Borrowers within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees) and (ivz) with respect to such Indebtedness described in the immediately preceding clause (B), is incurred by Holdings, the Borrower or any Subsidiary that is a Loan Party of any real property lease obligations of the Borrower or any Subsidiary that is a Loan Party; (e) Indebtedness of any Loan Party incurred to finance the acquisition, construction, repair or improvement of any fixed or capital assets, including 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 and renewals of any such Indebtedness in accordance with clause (g) hereof; provided that (i) such Indebtedness is incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e), when combined with the aggregate principal amount of all Capital Lease Obligations and Synthetic Lease Obligations incurred pursuant to clause (f) hereof, shall not exceed $25,000,000 at any time outstanding; provided, further that if requested by the Administrative Agent, the Loan Parties will use commercially reasonable efforts to cause the holder of such Indebtedness in respect of any Real Estate owned or acquired by any Loan Party to enter into a Collateral Access Agreement providing for access and use of the applicable personal property located on such premises following the occurrence and during the continuance of an Event of Default on terms reasonably satisfactory to the Administrative Agent; (f) Capital Lease Obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (e) hereof, not in excess of $25,000,000 at any time outstanding; (g) Indebtedness which represents an extension, refinancing, refunding, replacement or renewal of any of the Indebtedness described in clauses (b), (d), (g), (j), or (k) hereof; provided that, (i) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, refunded, replaced or renewed, except by an amount equal to unpaid accrued interest and premium (including applicable prepayment penalties) thereon plus fees and expenses reasonably incurred in connection therewith, (ii) any Liens securing such Indebtedness are not extended to any additional property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing, refunding, replacement or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, refunded, replaced or renewed, (v) if the Indebtedness that is extended, refinanced, refunded, replaced or renewed was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the extension, refinancing, refunding, replacement or renewal Indebtedness must include subordination terms and conditions that are at least as favorable to the Lenders as those that were applicable to the extended, refinanced, refunded, replaced or renewed Indebtedness and (vi) with respect to any such extension, refinancing, refunding, replacement or renewal of the Senior Secured Term Loan Facility, such refinancing Indebtedness, if secured, is secured only by assets of the Loan Parties that constitute Collateral for the Obligations pursuant to a security agreement subject to the Intercreditor Agreement or another intercreditor agreement that is no less favorable to the Secured Parties, taken as a whole, than the Intercreditor Agreement; (h) Indebtedness owed representing deferred compensation to employees of any Person providing workers’ compensation, health, disability Covenant Party or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case any of its Restricted Subsidiaries incurred in the ordinary course of business; (i) Indebtedness of the Loan Parties in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations, or obligations in respect of letters of credit, bank acceptances or guarantees or similar instruments related thereto, in each case provided in the ordinary course of business; (j) Indebtedness of any Person that becomes a Loan Party after the date hereof and Indebtedness acquired or assumed in connection with Permitted Acquisitions; provided that such Indebtedness exists at the time such Person becomes a Loan Party or at the time of such Permitted Acquisition and is not created in contemplation of or in connection therewith; (k) Indebtedness of the Borrower pursuant to (i) the Senior Subordinated Notes (and the exchange notes issued in exchange thereof) and agreements relating thereto in an original aggregate principal amount that is not in excess of $225,000,000 plus the amount of any interest that is paid-in-kind at any one time outstanding and (ii) the Senior Secured Term Loan Facility in an aggregate principal amount that is not in excess of $185,000,000; (l) other unsecured Indebtedness of the Borrower or any Subsidiary in an aggregate principal amount not exceeding $15,000,000 at any time outstanding; (m) Hedging Obligations of the Loan Parties pursuant to Hedge Agreements permitted by Section 6.07; (n) Indebtedness consisting of promissory notes issued by any Loan Covenant Party or any of its Restricted Subsidiaries to current or former officers, directors and employees, their respective estates, heirs, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings (VNUHF or any direct or indirect parent thereof) or of the Borrower (following a Qualified Public Offering of the Borrower) VNUHF permitted by Section 6.087.06; (oj) Indebtedness incurred by any Covenant Party or any of the Loan Parties its Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition constituting indemnification obligations or obligations in respect of purchase price, earn-outs price or other similar adjustments in connection with acquisitions, sales and dispositions permitted under this Agreementadjustments; (pk) Indebtedness consisting of obligations of the Loan Parties any Covenant Party or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions Transaction and Permitted Acquisitions or any other investment Investment expressly permitted hereunder; (ql) cash management obligations of the Loan Parties Cash Management Obligations and other Indebtedness of the Loan Parties in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts, in the ordinary course of business; (rm) Indebtedness of any Covenant Party or any of its Restricted Subsidiaries, in an aggregate principal amount that at the Loan Parties time of, and after giving effect to, the incurrence thereof, would not exceed $400,000,000; (n) Indebtedness consisting of (xa) the financing of insurance premiums or (yb) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (so) Indebtedness incurred by a Loan any Covenant Party or any of its Restricted Subsidiaries 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 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; (tp) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by any Covenant Party or any of its Restricted 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 or consistent with past practice; (q) Indebtedness constituting the Senior Subordinated Debt and/or the Senior Unsecured Debt; (r) Indebtedness supported by a Letter of Credit or a letter of credit issued pursuant to the Senior Secured Term Facility AgreementCredit, in a principal amount not to exceed the face amount of such letter Letter of credit; provided that with respect to Letters of Credit that support Indebtedness incurred by Foreign Subsidiaries, such Indebtedness shall only be permitted to the extent permitted under Section 6.04Credit; (us) Subordinated Indebtedness of a Loan Party non-Guarantor Subsidiaries incurred in the ordinary course of business on ordinary business terms in an aggregate amount not to exceed $75,000,000 as of the end of the fiscal quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 6.01; (t) Indebtedness of the Covenant Parties or the Restricted Subsidiaries (i) constituting deferred purchase price of, or incurred to finance, assumed in connection with any Permitted Acquisitions in an aggregate principal amount not exceeding $75,000,000 at any time outstanding, Acquisition or (ii) incurred to refinance finance a Permitted Acquisition, in each case, that is secured only by the assets or repay Indebtedness outstanding under business acquired in the Senior Secured Term Loan Facility, applicable Permitted Acquisition (including any incremental facilities provided acquired Equity Interests of a Person and including, for thereunder the avoidance of doubt, the assets owned by such Person) and so long as both immediately prior and after giving effect thereto, (A) no Default shall exist or if no result therefrom, (B) the Company and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, and (C) the aggregate principal amount of such Indebtedness is outstanding, and all Indebtedness resulting from any other long-term Permitted Refinancing thereof at any time outstanding pursuant to this paragraph (t) does not exceed $200,000,000; (u) Indebtedness of the Borrower or any Subsidiary);in connection with a Permitted Receivables Financing; and (v) Other Indebtedness of a Loan Party created or incurred all premiums (if the Fixed Charge Coverage Ratio as of the end of the most recently ended four-fiscal-quarter period immediately preceding the date on which such Indebtedness is created or incurred would have been at least 2.00 to 1.00any), determined on a pro forma basis interest (including a pro forma application of the net proceeds therefrompost-petition interest), as if such Indebtedness had been incurred fees, expenses, charges and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; provided that if the Indebtedness created additional or incurred is to be used to finance the acquisition of any Person or assets, such Indebtedness shall be permitted regardless of whether the Fixed Charge Coverage Ratio set forth above is met if the Fixed Charge Coverage Ratio after giving effect to such acquisition or merger is greater than the Fixed Charge Coverage Ratio immediately prior to such acquisition or merger; provided, further, that any Indebtedness created or incurred in compliance with this clause (v) shall be permitted to exist regardless of whether the Fixed Charge Coverage Ratio is subsequently less than the ratio set forth above; (w) Indebtedness incurred by Holdings and owed to the Permitted Holders in an aggregate outstanding principal amount not to exceed $75,000,000 at any time; provided that (A) contingent interest on such Indebtedness is not payable obligations described in cash prior to the Maturity Date, clauses (Ba) such Indebtedness does not mature and does not require any scheduled or mandatory prepayments prior to the date that is 180 days following the Maturity Date, through (Cu) such Indebtedness is not secured and (D) such Indebtedness is subordinated to the Obligations on terms reasonably satisfactory to Administrative Agent; and (x) Indebtedness incurred by a Foreign Subsidiary; provided, that no portion of such Indebtedness shall be guaranteed by, be recourse to, or otherwise obligate a Loan Party, or subject, directly or indirectly, contingently or otherwise any property or asset of a Loan Party to a Lienabove.

Indebtedness. No Loan Party will, Neither the Borrower nor will it permit any Subsidiary toof the Subsidiaries shall directly or indirectly, create, incur incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness created of any Loan Party under the Loan Documents; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01; (c) Indebtedness of the Borrower to Holdings or any Subsidiary, Indebtedness of any Subsidiary to the Borrower, Holdings or any other Subsidiary and Indebtedness of Holdings to the Borrower or any Subsidiary; provided that (i) outstanding on the Closing Date and listed on Schedule 7.03(b) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Closing Date and any refinancing thereof, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness of any Loan Party shall only be permitted to the extent permitted under Section 6.04 and (ii) Indebtedness of the Borrower or Holdings to any Subsidiary that is not a Loan Party and Indebtedness of any Subsidiary that is a Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Secured Obligations on terms reasonably satisfactory pursuant to the Administrative Agentan Intercompany Note; (dc) Guarantees (i) by Holdings and the Subsidiaries that are Loan Parties of the Indebtedness of the Borrower described in clause (k) hereof, so long as the Guarantee of the Senior Subordinated Notes is subordinated substantially on terms as set forth in the Senior Subordinated Note Documents, (ii) by Holdings, the Borrower or and any Subsidiary that is a Loan Party in respect of any Indebtedness of the Borrower or any Subsidiary that is a Loan Party permitted to be incurred under this Agreement, (iii) by Holdings, of the Borrower or any Subsidiary that is a Loan Party of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a Loan Party to the extent such Guarantees are permitted by Section 6.04(u)hereunder; provided that Guarantees by Holdings, the Borrower (A) no Guarantee of any Junior Financing or any Subsidiary that is Permitted Refinancing thereof shall be permitted unless such guaranteeing party shall have also provided a Loan Party under this clause Guarantee of the Obligations on the terms set forth herein and (dB) of any other if the Indebtedness of a Person that being Guaranteed is subordinated to other Indebtedness of the Obligations, such Person Guarantee shall be expressly subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the Guarantee subordination of the Senior Subordinated Notes is under the Senior Subordinated Note Documents, and such Indebtedness; (ivd) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any real property lease obligations Indebtedness of the Borrower or any Subsidiary that owing to any Loan Party or any other Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness shall be evidenced by an Intercompany Note; (ei) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Loan Party incurred Subsidiary prior to finance or within 270 days after the acquisition, construction, repair repair, replacement, lease or improvement of the applicable asset and any fixed or capital assets, including any Indebtedness assumed Permitted Refinancing thereof in connection with an aggregate amount not to exceed the acquisition greater of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions and renewals of any such Indebtedness in accordance with clause (gx) hereof; provided that (i) such Indebtedness is incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair or improvement $30,000,000 and (iiy) 2.25% of Consolidated Total Assets of the aggregate principal amount of Indebtedness permitted by this clause Borrower and its Subsidiaries (e), when combined together with the aggregate principal amount of all Capital Lease Obligations and Synthetic Lease Obligations incurred pursuant to clause (fany Permitted Refinancing thereof) hereof, shall not exceed $25,000,000 at any time outstanding; provided, further that if requested (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by the Administrative Agent, the Loan Parties will use commercially reasonable efforts to cause the holder of such Indebtedness in respect Section 7.05(m) and (iii) any Permitted Refinancing of any Real Estate owned or acquired by any Loan Party to enter into a Collateral Access Agreement providing for access and use of the applicable personal property located on such premises following the occurrence and during the continuance of an Event of Default on terms reasonably satisfactory to the Administrative Agentforegoing; (f) Capital Lease Obligations Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (e) hereof, not in excess of $25,000,000 at any time outstandingfor speculative purposes and Guarantees thereof; (g) Indebtedness which represents an extension, refinancing, refunding, replacement or renewal of any of the Indebtedness described in clauses (b), (d), (g), (j), Borrower or (k) hereof; provided that, (i) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, refunded, replaced or renewed, except by an amount equal to unpaid accrued interest and premium (including applicable prepayment penalties) thereon plus fees and expenses reasonably incurred any Subsidiary assumed in connection therewithwith any Permitted Acquisition, (ii) any Liens securing such Indebtedness are not extended to any additional property of any Loan Party, (iii) no Loan Party provided that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated not incurred in contemplation of such Permitted Acquisition, and any Permitted Refinancing thereof; provided that (x) such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with respect Permitted Refinancings thereof)) and (y) both immediately prior and after giving effect thereto, (iv1) such extension, refinancing, refunding, replacement no Default shall exist or renewal does not result in therefrom (other than a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, refunded, replaced or renewed, (v) if the Indebtedness that is extended, refinanced, refunded, replaced or renewed was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the extension, refinancing, refunding, replacement or renewal Indebtedness must include subordination terms and conditions that are at least as favorable to the Lenders as those that were applicable to the extended, refinanced, refunded, replaced or renewed Indebtedness and (vi) with respect to any such extension, refinancing, refunding, replacement or renewal of the Senior Secured Term Loan Facility, such refinancing Indebtedness, if secured, is secured only by assets of the Loan Parties that constitute Collateral for the Obligations Permitted Acquisition made pursuant to a security agreement subject to legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Intercreditor Agreement or another intercreditor agreement that is no less favorable to Borrower and its Subsidiaries will be in Pro Forma Compliance with the Secured Parties, taken as a whole, than the Intercreditor Agreementcovenants set forth in Section 7.11; (h) Indebtedness owed representing deferred compensation to employees of the Borrower or any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case of its Subsidiaries incurred in the ordinary course of business; (i) Indebtedness of the Loan Parties in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations, or obligations in respect of letters of credit, bank acceptances or guarantees or similar instruments related thereto, in each case provided in the ordinary course of business; (j) Indebtedness of any Person that becomes a Loan Party after the date hereof and Indebtedness acquired or assumed in connection with Permitted Acquisitions; provided that such Indebtedness exists at the time such Person becomes a Loan Party or at the time of such Permitted Acquisition and is not created in contemplation of or in connection therewith; (k) Indebtedness of the Borrower pursuant to (i) the Senior Subordinated Notes (and the exchange notes issued in exchange thereof) and agreements relating thereto in an original aggregate principal amount that is not in excess of $225,000,000 plus the amount of any interest that is paid-in-kind at any one time outstanding and (ii) the Senior Secured Term Loan Facility in an aggregate principal amount that is not in excess of $185,000,000; (l) other unsecured Indebtedness of the Borrower or any Subsidiary in an aggregate principal amount not exceeding $15,000,000 at any time outstanding; (m) Hedging Obligations of the Loan Parties pursuant to Hedge Agreements permitted by Section 6.07; (n) Indebtedness consisting of promissory notes issued by any Loan Party to current or former officers, managers, consultants, directors and employees, their respective estates, heirs, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings (the Borrower or any direct or indirect parent thereof) or of the Borrower (following a Qualified Public Offering of the Borrower) permitted by Section 6.087.06; (oj) Indebtedness incurred by the Borrower or any of the Loan Parties its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price, earn-outs price (including customary earnouts) or other similar adjustments in connection with acquisitions, sales and dispositions permitted under this Agreementadjustments; (pk) Indebtedness consisting of obligations of the Loan Parties Borrower or any of its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions Original Transactions, and Permitted Acquisitions or any other investment Investment expressly permitted hereunder; (ql) cash management obligations of the Loan Parties Cash Management Obligations and other Indebtedness of the Loan Parties in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts, accounts in the ordinary course of businessbusiness and any Guarantees thereof; (rm) Indebtedness of the Borrower or any of its Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan Parties Parties; (n) Indebtedness consisting of (xa) the financing of insurance premiums or (yb) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (so) Indebtedness incurred by a Loan Party the Borrower or any of its Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances 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 any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof; (tp) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower 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 or consistent with past practice; (q) Indebtedness supported by a Letter of Credit or a letter of credit issued pursuant to the Senior Secured Term Facility AgreementCredit, in a principal amount not to exceed the face amount of such letter Letter of credit; provided that with respect to Letters of Credit that support Indebtedness incurred by Foreign Subsidiaries, such Indebtedness shall only be permitted to the extent permitted under Section 6.04Credit; (u) Subordinated Indebtedness of a Loan Party (i) constituting deferred purchase price ofPermitted Notes, or incurred the Net Proceeds of which are applied to financethe permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), Permitted Acquisitions in an aggregate principal amount not exceeding $75,000,000 at any time outstanding, or (ii) incurred to refinance or repay Indebtedness outstanding under the Senior Secured Term Loan Facility, including any incremental facilities provided for thereunder (or if no such Indebtedness is outstanding, any other long-term Indebtedness of the Borrower or any Subsidiary); (v) Other Indebtedness of a Loan Party created or incurred if the Fixed Charge Coverage Ratio as of the end of the most recently ended four-fiscal-quarter period immediately preceding the date on which such Indebtedness is created or incurred would have been at least 2.00 to 1.00, determined Permitted Notes that are offered and sold on a pro forma rata basis to all Lenders that are “Qualified Institutional Buyers” (including a pro forma application as defined in Rule 144A under the Securities Act of the net proceeds therefrom)1933, as if such Indebtedness had been incurred amended) holding Term Loans and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; provided that if the Indebtedness created or incurred is to be used to finance the acquisition of any Person or assets, such Indebtedness shall be permitted regardless of whether the Fixed Charge Coverage Ratio set forth above is met if the Fixed Charge Coverage Ratio after giving effect to such acquisition or merger is greater than the Fixed Charge Coverage Ratio immediately prior to such acquisition or merger; provided, further, that any Indebtedness created or incurred in compliance with this clause (v) shall be permitted to exist regardless of whether the Fixed Charge Coverage Ratio is subsequently less than the ratio set forth above; (w) Indebtedness incurred by Holdings and owed to the Permitted Holders in an aggregate outstanding a principal amount not to exceed $75,000,000 at any timethe amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that (A) interest on any Term Loans exchanged for such Indebtedness is not payable in cash prior Permitted Notes shall be deemed to have been repaid immediately upon the Maturity Dateeffectiveness of such exchange, (B) such Indebtedness does not mature and does not require any scheduled or mandatory prepayments prior to the date that is 180 days following the Maturity Date, (C) such Indebtedness is not secured and (Diii) such in the case of Permitted Notes incurred under any of the foregoing clauses (i) and (ii), Permitted Refinancings thereof; (s) Permitted Ratio Debt and any Permitted Refinancings thereof; (t) Indebtedness is subordinated to in respect of the Obligations on terms reasonably satisfactory to Administrative AgentSenior Notes and the Senior Unsecured Notes (including, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereof; and (xu) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) above. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness incurred by a Foreign Subsidiary; providedmeets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (u) above, that no the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness shall in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents will at all times be guaranteed by, deemed to be recourse to, or otherwise obligate a Loan Party, or subject, directly or indirectly, contingently or otherwise any property or asset outstanding in reliance only on the exception in clause (a) of a Loan Party to a LienSection 7.03.

Indebtedness. No Loan Party willCreate, nor will it permit any Subsidiary toissue, createincur, incur assume, become liable in respect of or suffer to exist any Indebtedness, except: (a) Indebtedness created under the of any Loan DocumentsParty pursuant to any Loan Document; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01; (c) Indebtedness of the Borrower to Holdings MLP or any Subsidiary, Indebtedness of any Restricted Subsidiary to the Borrower, Holdings MLP or any other Subsidiary and Indebtedness of Holdings to the Borrower or any Restricted Subsidiary; provided that (ix) Indebtedness of owed by any Restricted Subsidiary that is not a Loan Party to the MLP, any Loan Party Borrower or any Guarantor shall only be permitted subject to the extent permitted under Section 6.04 7.8 and (iiy) Indebtedness of the Borrower or Holdings to any Subsidiary that is not a Loan Party and Indebtedness of any Subsidiary that is owed by a Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated in right of payment to the Secured Obligations on terms reasonably satisfactory to the Administrative AgentObligations; (dc) Guarantees Guarantee Obligations by (i) by Holdings and the Subsidiaries that are Loan Parties MLP or any Restricted Subsidiary of the Indebtedness of the Borrower described in clause (k) hereofMLP or any Restricted Subsidiary; provided that guarantees by the MLP, so long as the Guarantee of the Senior Subordinated Notes is subordinated substantially on terms as set forth in the Senior Subordinated Note Documents, (ii) by Holdings, the any Borrower or any Subsidiary that is a Loan Party Guarantor of Indebtedness of any Indebtedness of the Borrower or any Subsidiary that is a Loan Party permitted to be incurred under this Agreement, (iii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of Indebtedness otherwise permitted hereunder of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 7.8; and (ii) the extent such Guarantees are permitted by Section 6.04(u); provided that Guarantees by Holdings, the Borrower MLP or any Restricted Subsidiary that is a Loan Party under this clause pursuant to or contemplated by the Transaction Documentation; (d) of Indebtedness outstanding on the date hereof and listed on Schedule 7.2(d) and any other Indebtedness of a Person that is subordinated to other Indebtedness of such Person shall be expressly subordinated to the Obligations on terms at least as favorable to the Lenders as the Guarantee of the Senior Subordinated Notes is under the Senior Subordinated Note Documents, and (iv) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any real property lease obligations of the Borrower or any Subsidiary that is a Loan PartyPermitted Refinancing thereof; (e) Indebtedness of the MLP or any Loan Party Restricted Subsidiary incurred in connection with any Sale and Leaseback Transaction provided that the amount of the Capital Lease Obligations outstanding at any time in connection with such Sale and Leaseback Transactions shall not exceed the greater of (A) $20,000,000 and (B) 2.0% of Consolidated Net Tangible Assets (determined at the time of incurrence) and in each case any Permitted Refinancing thereof; (i) Indebtedness of the MLP and ▇▇▇▇▇ in respect of the Senior Notes in an aggregate principal amount not to exceed $150,000,000 and (ii) Guarantee Obligations of any other Borrower or Subsidiary Guarantor in respect of such Indebtedness; (g) Indebtedness 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; (h) Indebtedness of the MLP or any Restricted Subsidiary consisting of the financing of insurance premiums; (i) Indebtedness arising from agreements of the MLP or any Restricted Subsidiaries providing for indemnification, adjustment of purchase price, earnouts or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or any Subsidiary; (i) Indebtedness of any Person in existence on the date such Person becomes a Restricted Subsidiary as a result of an acquisition by the MLP or any Restricted Subsidiary or (ii) Indebtedness of the MLP or any Restricted Subsidiary incurred to finance the acquisition, construction, repair development, design or improvement of any fixed assets (real or capital assetspersonal), including Capital Lease Obligations, mortgage financings, industrial revenue bonds, purchase money obligations, Disqualified Equity Interests, synthetic lease obligations and any Indebtedness assumed in connection with the acquisition of any such assets (real or personal) or secured by a Lien on any such assets prior to before the acquisition thereof, ; and extensions and renewals of any such Indebtedness in accordance with clause (g) hereofPermitted Refinancing thereof; provided that (i) such Indebtedness is incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair or improvement and (ii) the aggregate principal amount of Indebtedness outstanding at any time and permitted by this clause (e), when combined with the aggregate principal amount of all Capital Lease Obligations and Synthetic Lease Obligations incurred pursuant to clause (fj) hereof, shall not exceed the greater of $25,000,000 110,000,000 and 12% of Consolidated Net Tangible Assets (determined at the time of incurrence), and in each case, any time outstanding; provided, further Permitted Refinancing thereof; (k) (i) Acquired Debt or (ii) Indebtedness incurred to finance an acquisition of Persons that if requested are acquired by the Administrative AgentMLP or any Restricted Subsidiary or merged into the MLP or a Restricted Subsidiary in accordance with the terms hereof, provided that, (x) in the Loan Parties will use commercially reasonable efforts case of Indebtedness incurred under clause (ii) of this Section 7.2(k), after giving effect to cause such acquisition and the holder Incurrence thereof (1) the Consolidated Leverage Ratio, calculated on a Pro Forma Basis, shall be equal to or less than the applicable Consolidated Leverage Ratio (including, if such acquisition would result in the occurrence of a Specified Acquisition Period, any adjustments in the Consolidated Leverage Ratio resulting from the occurrence of such Specified Acquisition Period) for the most recently ended Test Period set forth in Section 7.1(a) minus 0.25 (e.g., 4.00 shall be reduced to 3.75), (y) in the case of Indebtedness incurred under clause (i), such Indebtedness shall not be secured unless the Consolidated Senior Secured Debt Ratio, calculated on a Pro Forma Basis, would be no greater than 1.50 to 1.00 for the most recently ended Test Period and (z) in respect the case of any Real Estate owned Indebtedness incurred under clause (i) or acquired by any Loan Party to enter into (ii) of this Section 7.2(k) (1) the MLP is in compliance with Section 7.1 on a Collateral Access Agreement providing for access Pro Forma Basis and use of the applicable personal property located on such premises following the occurrence and during the continuance of an (2) no Event of Default on terms reasonably satisfactory to the Administrative Agentshall have occurred and be continuing or would result therefrom and in each case, any Permitted Refinancing thereof; (fl) Capital Lease Obligations and Synthetic Lease Obligations Subordinated Debt in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant not to clause (e) hereof, not in excess of $25,000,000 exceed at any one time outstandingoutstanding $25,000,000; (gm) Indebtedness which represents an extension, refinancing, refunding, replacement or renewal of any of the Indebtedness described in clauses (b), (d), (g), (j), or (k) hereof; provided that, (i) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, refunded, replaced or renewed, except by an amount equal to unpaid accrued interest and premium (including applicable prepayment penalties) thereon plus fees and expenses reasonably incurred in connection therewith, (ii) any Liens securing such Indebtedness are not extended to any additional property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing, refunding, replacement or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, refunded, replaced or renewed, (v) if the Indebtedness that is extended, refinanced, refunded, replaced or renewed was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the extension, refinancing, refunding, replacement or renewal Indebtedness must include subordination terms and conditions that are at least as favorable to the Lenders as those that were applicable to the extended, refinanced, refunded, replaced or renewed Indebtedness and (vi) with respect to any such extension, refinancing, refunding, replacement or renewal of the Senior Secured Term Loan Facility, such refinancing Indebtedness, if secured, is secured only by assets of the Loan Parties that constitute Collateral for the Obligations pursuant to a security agreement subject to the Intercreditor Agreement or another intercreditor agreement that is no less favorable to the Secured Parties, taken as a whole, than the Intercreditor Agreement[reserved]; (h) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (in) Indebtedness of the Loan Parties MLP or any Restricted Subsidiary in respect connection with one or more standby or trade-related letters of credit, performance bonds, bid bonds, appeal bonds, bankers acceptances, insurance obligations, workers’ compensation claims, health or other types of social security benefits, surety bonds, performance and completion guarantees or other similar bonds and similar obligations, including self-bonding arrangements, issued by the MLP or obligations in respect of letters of credit, bank acceptances or guarantees or similar instruments related thereto, in each case provided a Restricted Subsidiary in the ordinary course of businessbusiness or pursuant to self-insurance obligations and in each case not in connection with the borrowing of money or the obtaining of advances; (jo) Hedging Agreements of the MLP or any Restricted Subsidiary not entered into for speculation; (p) the incurrence by the MLP or Restricted Subsidiaries of liability in respect of Indebtedness of any Person that becomes a Loan Party after the date hereof and Indebtedness acquired or assumed in connection with Permitted Acquisitions; provided that such Indebtedness exists at the time such Person becomes a Loan Party or at the time of such Permitted Acquisition and is not created in contemplation of or in connection therewith; (k) Indebtedness Unrestricted Subsidiary of the Borrower pursuant to (i) the Senior Subordinated Notes (and the exchange notes issued in exchange thereof) and agreements relating thereto in an original aggregate principal amount MLP or any a partnership or joint venture that is not in excess a Restricted Subsidiary, but only to the extent that such liability is the result of $225,000,000 plus the amount MLP’s or any such Restricted Subsidiary’s being a general partner or member of, or owner of any an equity interest that is paid-in-kind , such Unrestricted Subsidiary or partnership or joint venture and not as guarantor of such Indebtedness, not to exceed at any one time outstanding and $25,000,000; (iiq) additional Indebtedness of the Senior Secured Term Loan Facility MLP or any of its Restricted Subsidiaries in an aggregate principal amount that is (for the MLP and all Restricted Subsidiaries) not in excess to exceed the greater of (A) $185,000,000; 50,000,000 and (lB) other unsecured Indebtedness 5.0% of Consolidated Net Tangible Assets (determined at the Borrower or any Subsidiary in an aggregate principal amount not exceeding $15,000,000 time of incurrence) at any time outstanding;outstanding and any Permitted Refinancing thereof; and (mr) Hedging Obligations of the Loan Parties pursuant to Hedge Agreements permitted by Section 6.07; (n) Indebtedness consisting of promissory notes issued by any Loan Party to current or former officers, directors and employees, their respective estates, heirs, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings (or any direct or indirect parent thereof) or of the Borrower (following a Qualified Public Offering of the Borrower) permitted by Section 6.08; (o) Indebtedness of the Loan Parties constituting indemnification obligations or obligations in respect of purchase price, earn-outs or other similar adjustments in connection with acquisitions, sales and dispositions permitted under this Agreement; (p) Indebtedness consisting of obligations of the Loan Parties under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions and Permitted Acquisitions or any other investment permitted hereunder; (q) cash management obligations of the Loan Parties and other Indebtedness of the Loan Parties in respect of netting services, overdraft protections MLP and similar arrangements in each case in connection with deposit accounts, in the ordinary course of business; (r) Indebtedness of the Loan Parties consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (s) Indebtedness incurred by a Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business; (t) Indebtedness supported by a Letter of Credit or a letter of credit issued pursuant to the Senior Secured Term Facility Agreement, in a principal amount not to exceed the face amount of such letter of credit; provided that with respect to Letters of Credit that support Indebtedness incurred by Foreign Subsidiaries, such Indebtedness shall only be permitted to the extent permitted under Section 6.04; (u) Subordinated Indebtedness of a Loan Party its Restricted Subsidiaries so long as: (i) constituting deferred purchase price ofat the time of the incurrence or issuance of such Indebtedness, no Event of Default shall have occurred and be continuing or incurred to financewould result therefrom, Permitted Acquisitions in an aggregate principal amount not exceeding $75,000,000 at any time outstanding, or (ii) incurred to refinance or repay Indebtedness outstanding under the Senior Secured Term Loan Facility, including any incremental facilities provided for thereunder (or if no such Indebtedness MLP is outstanding, any other long-term Indebtedness of the Borrower or any Subsidiary); (v) Other Indebtedness of a Loan Party created or incurred if the Fixed Charge Coverage Ratio as of the end of the most recently ended four-fiscal-quarter period immediately preceding the date on which such Indebtedness is created or incurred would have been at least 2.00 to 1.00, determined in compliance with Section 7.1 on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; provided that if the Indebtedness created or incurred is to be used to finance the acquisition of any Person or assets, such Indebtedness shall be permitted regardless of whether the Fixed Charge Coverage Ratio set forth above is met if the Fixed Charge Coverage Ratio Pro Forma Basis after giving effect to such acquisition or merger is greater than incurrence; provided that the Fixed Charge Coverage Ratio immediately prior to such acquisition or merger; providedConsolidated Leverage Ratio, furthercalculated on a Pro Forma Basis, that any Indebtedness created or incurred in compliance with this clause (v) shall be permitted equal to exist regardless of whether the Fixed Charge Coverage Ratio is subsequently or less than the ratio set forth above; applicable Consolidated Leverage Ratio (w) Indebtedness incurred by Holdings and owed to the Permitted Holders in an aggregate outstanding principal amount not to exceed $75,000,000 at any time; provided that (A) interest on including, if such Indebtedness is not payable incurred in cash prior connection with any acquisition that would result in the occurrence of a Specified Acquisition Period, any adjustments in the Consolidated Leverage Ratio resulting from the occurrence of such Specified Acquisition Period) for the most recently ended Test Period set forth in Section 7.1(a) minus 0.25 (e.g., 4.00 shall be reduced to the Maturity Date3.75), (Biii) such Indebtedness does shall not mature and does not require nor have any scheduled or mandatory prepayments amortization prior to the date that is 180 days following one year after the Maturity Date, Revolving Termination Date and (Civ) the terms of the documentation for such Indebtedness is do not secured and (D) require the MLP or any of its Restricted Subsidiaries to repurchase, repay or redeem such Indebtedness is subordinated (or make an offer to do any of the foregoing) upon the happening of any event (other than as a result of an event of default thereunder or pursuant to customary “change of control” provisions or asset sale offers) prior to the Obligations on terms reasonably satisfactory Revolving Termination Date or subject to Administrative Agent; and (x) Indebtedness incurred by a Foreign Subsidiary; provided, that no portion the payment in full of such Indebtedness shall be guaranteed by, be recourse to, or otherwise obligate a Loan Party, or subject, directly or indirectly, contingently or otherwise any property or asset of a Loan Party to a Lienthe Obligations.

Indebtedness. No Loan Party willNeither the Borrower nor any of the Restricted Subsidiaries shall, nor will it permit any Subsidiary todirectly or indirectly, create, incur incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness created of any Loan Party under (i) the Loan DocumentsDocuments and (ii) the Senior Notes Documents in an aggregate principal amount under this clause (ii) not to exceed $500,000,000 and any Permitted Refinancing thereof; (b) (i) Indebtedness existing outstanding on the date hereof Closing Date and set forth in as listed on Schedule 6.01; 7.03(b) and any Permitted Refinancing thereof and (cii) Indebtedness of the Borrower to Holdings or any Subsidiary, Indebtedness of any Subsidiary to the Borrower, Holdings or any other Subsidiary and Indebtedness of Holdings owed to the Borrower or any Subsidiary; provided that (i) Restricted Subsidiary outstanding on the Closing Date and any refinancing thereof with Indebtedness of any Subsidiary that is not a Loan Party owed to any Loan Party shall only be permitted to the extent permitted under Section 6.04 and (ii) Indebtedness of the Borrower or Holdings to any Subsidiary that is not a Loan Party and Indebtedness of any Subsidiary that is a Loan Party to any Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent; (d) Guarantees (i) by Holdings and the Subsidiaries that are Loan Parties of the Indebtedness of the Borrower described in clause (k) hereof, so long as the Guarantee of the Senior Subordinated Notes is subordinated substantially on terms as set forth in the Senior Subordinated Note Documents, (ii) by Holdings, the Borrower or any Restricted Subsidiary that is in a Loan Party of any Indebtedness of the Borrower or any Subsidiary that is a Loan Party permitted to be incurred under this Agreement, (iii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a Loan Party to the extent such Guarantees are permitted by Section 6.04(u); provided that Guarantees by Holdings, the Borrower or any Subsidiary that is a Loan Party under this clause (d) of any other Indebtedness of a Person that is subordinated to other Indebtedness of such Person shall be expressly subordinated to the Obligations on terms at least as favorable to the Lenders as the Guarantee of the Senior Subordinated Notes is under the Senior Subordinated Note Documents, and (iv) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any real property lease obligations of the Borrower or any Subsidiary that is a Loan Party; (e) Indebtedness of any Loan Party incurred to finance the acquisition, construction, repair or improvement of any fixed or capital assets, including 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 and renewals of any such Indebtedness in accordance with clause (g) hereof; provided that (i) such Indebtedness is incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e), when combined with the aggregate principal amount of all Capital Lease Obligations and Synthetic Lease Obligations incurred pursuant to clause (f) hereof, shall not exceed $25,000,000 at any time outstanding; provided, further that if requested by the Administrative Agent, the Loan Parties will use commercially reasonable efforts to cause the holder of such Indebtedness in respect of any Real Estate owned or acquired by any Loan Party to enter into a Collateral Access Agreement providing for access and use of the applicable personal property located on such premises following the occurrence and during the continuance of an Event of Default on terms reasonably satisfactory to the Administrative Agent; (f) Capital Lease Obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (e) hereof, not in excess of $25,000,000 at any time outstanding; (g) Indebtedness which represents an extension, refinancing, refunding, replacement or renewal of any of the Indebtedness described in clauses (b), (d), (g), (j), or (k) hereof; provided that, (i) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the intercompany Indebtedness so extended, refinanced, refunded, replaced or renewed, except by an amount equal to unpaid accrued interest and premium ; provided that (including applicable prepayment penalties) thereon plus fees and expenses reasonably incurred in connection therewith, (iix) any Liens securing such Indebtedness are not extended to advanced by any additional property of any Loan Party, (iii) no Loan Party Person that is not originally obligated with respect a Loan Party to repayment of such Indebtedness is required any Loan Party pursuant to become obligated with respect thereto, this clause (ivb) such extension, refinancing, refunding, replacement or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, refunded, replaced or renewed, (v) if the Indebtedness that is extended, refinanced, refunded, replaced or renewed was shall be subordinated in right of payment to the Secured Loans and (y) any Indebtedness advanced by any Loan Party to any Person that is not a Loan Party shall either (i) be made in the ordinary course of business or (ii) be evidenced by a note pledged as Collateral on a first priority basis for the benefit of the Obligations, then which note shall be in form and substance reasonably satisfactory to the Administrative Agent (it being understood that an Intercompany Note shall be satisfactory to the Administrative Agent); (c) Guarantees by the Borrower and any Restricted Subsidiary in respect of Indebtedness of the Borrower or any Restricted Subsidiary of the Borrower otherwise permitted hereunder; provided that (A) no Guarantee (other than Guarantees by a Foreign Subsidiary of Indebtedness of another Foreign Subsidiary) of any Senior Notes or any Indebtedness constituting Junior Financing with a principal amount in excess of the Threshold Amount shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and conditions (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the extension, refinancing, refunding, replacement or renewal Indebtedness must include subordination Obligations on terms and conditions that are at least as favorable to the Lenders as those that were applicable contained in the subordination of such Indebtedness; (d) Indebtedness of the Borrower or any Restricted Subsidiary owing to the extendedBorrower or any Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Restricted Subsidiary of a Loan Party) to the extent constituting an Investment permitted by ‎Section 7.02; provided that all such Indebtedness advanced by any Loan Party to any Person that is not a Loan Party shall be evidenced by an Intercompany Note and any such Indebtedness advanced by any Person that is not a Loan Party to any Loan Party shall be subordinated in right of payment to the Loans (for the avoidance of doubt, refinanced, refunded, replaced or renewed any such Indebtedness owing to a Restricted Subsidiary that is not a Loan Party shall be deemed to be expressly subordinated in right of payment to the Loans unless the terms of such Indebtedness expressly provide otherwise); (i) Attributable Indebtedness and other Indebtedness (viincluding Financing Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Restricted Subsidiary prior to or within 365 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset in an aggregate amount not to exceed (A) the amount of such Indebtedness outstanding on the Closing Date plus (B) the greater of (1) $160,000,000 and (2) 30% of LTM Consolidated EBITDA, in each case determined at the time of incurrence at any time outstanding (together with any Permitted Refinancings thereof but without giving effect to any increase in principal amount permitted under clause (a) of the proviso to the definition of “Permitted Refinancing”), (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by ‎Section 7.05(m) and (iii) any Permitted Refinancing of any of the foregoing; (f) Indebtedness in respect of Swap Contracts (i) entered into to hedge or mitigate risks to which the Borrower or any Restricted Subsidiary has actual or anticipated exposure (other than those in respect of shares of capital stock or other equity ownership interests of the Borrower or any Restricted Subsidiary), (ii) entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any such extension, refinancing, refunding, replacement interest-bearing liability or renewal investment of the Senior Secured Term Loan FacilityBorrower or any Restricted Subsidiary and (iii) entered into to hedge commodities, currencies, general economic conditions, raw materials prices, revenue streams or business performance, in each case incurred in the ordinary course of business and not for speculative purposes; (i) Indebtedness of the Borrower or any Restricted Subsidiary incurred or assumed in connection with any Permitted Acquisition or similar Investment expressly permitted hereunder; provided that after giving pro forma effect to such refinancing Permitted Acquisition or Investment and the incurrence or assumption of such Indebtedness, the aggregate principal amount of such Indebtedness does not exceed (x) the greater of (1) $100,000,000 and (2) 20% of LTM Consolidated EBITDA at any time outstanding plus (y) any additional amount of such Indebtedness so long (A) if secured, such incurred Indebtedness is secured only by assets all or any portion of the Collateral on a pari passu basis with the Facilities, either (1) the Consolidated First Lien Net Leverage Ratio determined on a Pro Forma Basis would not exceed the Consolidated First Lien Net Leverage Ratio immediately prior thereto or (2) the Borrower could incur $1.00 of Permitted First Lien Ratio Debt, (B) if such Indebtedness is secured by all or any portion of the Collateral on a junior Lien basis to the Facilities, either (1) the Consolidated Secured Net Leverage Ratio determined on a Pro Forma Basis would not exceed the Consolidated Secured Net Leverage Ratio immediately prior thereto or (2) the Borrower could incur $1.00 of Permitted Junior Secured Ratio Debt or (C) if such Indebtedness is unsecured or not secured by all or any portion of the Collateral (and including all such Indebtedness of Restricted Subsidiaries that are not Loan Parties Parties), either (1) either (I) the Consolidated Interest Coverage Ratio determined on a Pro Forma Basis would be greater than or equal to the Consolidated Interest Coverage Ratio immediately prior thereto or (II) the Consolidated Total Net Leverage Ratio determined on a Pro Forma Basis would not exceed the Consolidated Total Net Leverage Ratio immediately prior thereto or (2) the Borrower could incur $1.00 of Permitted Unsecured Ratio Debt; provided that constitute Collateral for the Obligations any such Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party, together with any Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party pursuant to a security agreement Sections ‎7.03(q), 7.03(s) or ‎7.03(w), does not exceed in the aggregate at any time outstanding the greater of (i) $200,000,000 and (ii) 35% of LTM Consolidated EBITDA, in each case determined at the time of incurrence; provided, further, that any Indebtedness incurred (but not assumed) pursuant to this clause ‎(g) shall be subject to the Intercreditor Agreement or another intercreditor agreement that is no less favorable to requirements included in the Secured Partiesfirst proviso under the definition of “Permitted Ratio Debt”, taken as a whole, than the Intercreditor Agreementand (ii) any Permitted Refinancing thereof; (h) Indebtedness owed representing deferred compensation to employees of the Borrower (or any Person providing workers’ compensation, health, disability direct or other employee benefits indirect parent thereof) or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case any of its Restricted Subsidiaries incurred in the ordinary course of business; (i) Indebtedness of the Loan Parties in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations, or obligations in respect of letters of credit, bank acceptances or guarantees or similar instruments related thereto, in each case provided in the ordinary course of business; (j) Indebtedness of any Person that becomes a Loan Party after the date hereof and Indebtedness acquired or assumed in connection with Permitted Acquisitions; provided that such Indebtedness exists at the time such Person becomes a Loan Party or at the time of such Permitted Acquisition and is not created in contemplation of or in connection therewith; (k) Indebtedness of the Borrower pursuant to (i) the Senior Subordinated Notes (and the exchange notes issued in exchange thereof) and agreements relating thereto in an original aggregate principal amount that is not in excess of $225,000,000 plus the amount of any interest that is paid-in-kind at any one time outstanding and (ii) the Senior Secured Term Loan Facility in an aggregate principal amount that is not in excess of $185,000,000; (l) other unsecured Indebtedness of the Borrower or any Subsidiary in an aggregate principal amount not exceeding $15,000,000 at any time outstanding; (m) Hedging Obligations of the Loan Parties pursuant to Hedge Agreements permitted by Section 6.07; (n) Indebtedness consisting of promissory notes issued by the Borrower or any Loan Party of its Restricted Subsidiaries to current future, present or former officers, managers, consultants, directors and employees, their respective estatesControlled Investment Affiliates or Immediate Family Members, heirsin each case, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings (the Borrower or any direct or indirect parent thereof) or of the Borrower (following a Qualified Public Offering of the Borrower) permitted by Section 6.08‎Section 7.06; (oj) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries prior to the Loan Parties Closing Date or thereafter in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price, price (including earn-outs outs) or other similar adjustments in connection with acquisitions, sales and dispositions permitted under this Agreementadjustments; (pk) Indebtedness consisting of obligations of the Loan Parties Borrower or any of its Restricted Subsidiaries under deferred compensation purchase price or other similar arrangements incurred by such Person prior to the Closing Date or thereafter in connection with the Transactions and Permitted Acquisitions or any other investment Investment expressly permitted hereunder; (ql) cash management obligations in respect of the Loan Parties Treasury Services Agreements and other Indebtedness of the Loan Parties in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts, in the ordinary course of business; (rm) Indebtedness of the Loan Parties Borrower or any of its Restricted Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed (x) the greater of (i) $230,000,000 and (ii) 37.5% of LTM Consolidated EBITDA at any time outstanding plus (y) 200% of the cumulative amount of the net cash proceeds and Cash Equivalent proceeds from the sale of Equity Interests (other than Excluded Contributions, proceeds of Disqualified Equity Interests, Designated Equity Contributions or sales of Equity Interests to the Borrower or any of its Subsidiaries) of the Borrower or any direct or indirect parent of the Borrower after the Closing Date and on or prior to such time (including upon exercise of warrants or options) which proceeds have been contributed as common equity to the capital of the Borrower that has been Not Otherwise Applied; (n) Indebtedness consisting of (xi) the financing of insurance premiums or (yii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (so) Indebtedness incurred by a Loan Party the Borrower or any of its Restricted Subsidiaries 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 with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 45 Business Days following the incurrence thereof; (tp) Indebtedness supported obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by a Letter the Borrower or any of Credit its Restricted Subsidiaries or a letter obligations in respect of credit issued pursuant to the Senior Secured Term Facility Agreementletters of credit, bank guarantees or similar instruments related thereto, in a principal amount not to exceed each case in the face amount ordinary course of such letter of credit; provided that business or consistent with respect to Letters of Credit that support Indebtedness incurred by Foreign Subsidiaries, such Indebtedness shall only be permitted to the extent permitted under Section 6.04past practice; (u) Subordinated Indebtedness of a Loan Party (i) constituting deferred purchase price ofIndebtedness incurred (x) and secured on a pari passu basis with the Facilities (“Incremental Equivalent First Lien Debt”) or (y) and secured on a junior Lien basis with the Facilities and any Permitted Refinancing thereof (“Incremental Equivalent Junior Lien Debt”), or incurred to finance, Permitted Acquisitions in an aggregate principal amount under this clause ‎(q), when aggregated with the amount of Incremental Term Loans and Incremental Revolving Credit Commitments incurred pursuant to ‎Section 2.14(d)(v) and Incremental Equivalent Unsecured Debt incurred pursuant to Section 7.03(w), not exceeding $75,000,000 at any time outstandingto exceed the Available Incremental Amount, or so long as (iix) incurred to refinance or repay Indebtedness outstanding under if the Senior Secured Term Loan Facility, including any incremental facilities provided for thereunder (or if no proceeds of such Indebtedness is outstanding, any other long-term Indebtedness of the Borrower or any Subsidiary); (v) Other Indebtedness of a Loan Party created or incurred if the Fixed Charge Coverage Ratio as of the end of the most recently ended four-fiscal-quarter period immediately preceding the date on which such Indebtedness is created or incurred would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; provided that if the Indebtedness created or incurred is to be are being used to finance the acquisition a Permitted Acquisition, Investment, or irrevocable repayment, repurchase or redemption of any Person Indebtedness, no Event of Default under Sections ‎8.01(a) or assets, such Indebtedness ‎(f) with respect to the Borrower shall have occurred and be permitted regardless of whether the Fixed Charge Coverage Ratio set forth above is met if the Fixed Charge Coverage Ratio continuing or would exist after giving effect to such acquisition Indebtedness, or merger is greater than the Fixed Charge Coverage Ratio immediately prior (y) if otherwise, no Event of Default shall have occurred and be continuing or would exist after giving effect to such acquisition or mergerIndebtedness; providedprovided that such Indebtedness shall (A) in the case of Incremental Equivalent First Lien Debt, furtherhave a maturity date that is after the Latest Maturity Date at the time such Indebtedness is incurred, and in the case of Incremental Equivalent Junior Lien Debt, have a maturity date that any is at least ninety-one (91) days after the Latest Maturity Date at the time such Indebtedness created or is incurred (and in compliance with each case subject to the Permitted Earlier Maturity Indebtedness Exception); provided that the foregoing requirements of this clause (vA) shall be permitted to exist regardless of whether the Fixed Charge Coverage Ratio is subsequently less than the ratio set forth above; (w) Indebtedness incurred by Holdings and owed not apply to the Permitted Holders in an aggregate outstanding principal amount not extent such Indebtedness constitutes a customary bridge facility, so long as the long-term Indebtedness into which such customary bridge facility is to exceed $75,000,000 at any time; provided that be converted or exchanged satisfies the requirements of this clause (A) interest on and such Indebtedness conversion or exchange is not payable in cash prior subject only to the Maturity Dateconditions customary for similar conversions or exchanges, (B) in the case of Incremental Equivalent First Lien Debt, have a Weighted Average Life to Maturity not shorter than the longest remaining Weighted Average Life to Maturity of the Facilities and, in the case of Incremental Equivalent Junior Lien Debt, shall not be subject to scheduled amortization prior to maturity (and in each case subject to the Permitted Earlier Maturity Indebtedness Exception); provided that the foregoing requirements of this clause (B) shall not apply to the extent such Indebtedness does not mature constitutes a customary bridge facility, so long as the long-term Indebtedness into which such customary bridge facility is to be converted or exchanged satisfies the requirements of this clause (B) and does not require any scheduled such conversion or mandatory prepayments prior exchange is subject only to the date that is 180 days following the Maturity Dateconditions customary for similar conversions or exchanges, (C) if such Indebtedness is not secured and on a junior Lien basis by a Loan Party with respect to Collateral, be subject to the Junior Lien Intercreditor Agreement and, if the Indebtedness is secured on a pari passu basis with the Facilities, be subject to the First Lien Intercreditor Agreement, (D) in the case of Incremental Equivalent First Lien Debt in the form of term loans, be subject to the MFN Protection (but subject to the MFN Trigger Amount exception to such MFN Protection) as if such Indebtedness is subordinated to the Obligations on were an Incremental Term Loan and (E) have terms reasonably satisfactory to Administrative Agent; and and conditions (other than (x) pricing, rate floors, discounts, fees, premiums and optional prepayment or redemption provisions and (y) covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness and to the extent any financial maintenance covenant is added for the benefit of such Incremental Equivalent First Lien Debt or Incremental Equivalent Junior Lien Debt, to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the incurrence or issuance of such Incremental Equivalent First Lien Debt or Incremental Equivalent Junior Lien Debt, as applicable) that in the good faith determination of the Borrower (i) are not materially less favorable (when taken as a whole) to the Borrower than the terms and conditions of the Loan Documents (when taken as a whole) or (ii) reflect market terms and conditions (taken as a whole) at the time of incurrence or issuance (provided that a certificate of the Borrower as to the satisfaction of the conditions described in this clause (E) delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the materials terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (E), shall be conclusive); provided, that any such Indebtedness incurred by a Foreign Subsidiary; provided, Restricted Subsidiary that no portion of such Indebtedness shall be guaranteed by, be recourse to, or otherwise obligate is not a Loan Party, or subject, directly or indirectly, contingently or otherwise any property or asset of a Loan Party to a Lien.together with

Indebtedness. No Loan Party willCreate, nor will it permit any Subsidiary toincur, create, incur assume or suffer to exist any Indebtedness, except: (a) Indebtedness created of any Loan Party under the Loan DocumentsDocuments (including any Indebtedness incurred pursuant to Section 2.14 or 2.15); (b) (x) Indebtedness existing outstanding on the date hereof Closing Date and set forth in listed on Schedule 6.01; 7.03(b) and any Permitted Refinancing thereof and (cy) intercompany Indebtedness of outstanding on the Borrower to Holdings or Closing Date and any Subsidiary, Permitted Refinancing thereof; provided that any such intercompany Indebtedness of any Subsidiary Loan Party owed to the Borrower, Holdings or any other Subsidiary and Indebtedness of Holdings to the Borrower or any Subsidiary; provided that (i) Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the Intercompany Note; (c) Guarantees by the Borrower and any Restricted Subsidiary in respect of Indebtedness of the Borrower or any Restricted Subsidiary otherwise permitted hereunder; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a junior lien financing or Specified Junior Financing Obligation shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein, (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable (as reasonably determined by the Borrower) to the Lenders as those contained in the subordination of such Indebtedness and (C) any Guarantee by a Loan Party of Indebtedness of a Restricted Subsidiary that is not a Loan Party shall only be permitted to the extent constituting an Investment permitted under by Section 6.04 and 7.02(c)(iii); (iid) Indebtedness of the Borrower or Holdings any Restricted Subsidiary owing to any Loan Party or any other Restricted Subsidiary that is not (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Restricted Subsidiary of a Loan Party) but only, in the case of Indebtedness of a non-Loan Party owing to a Loan Party, to the extent constituting an Investment permitted by Section 7.02(c)(iii); provided that (x) no such Indebtedness owed to a Loan Party shall be evidenced by a promissory note unless such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Subsidiary that is a Loan Party owed to any Restricted Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Secured Obligations on pursuant to subordination terms reasonably satisfactory to substantially consistent with the Administrative Agentterms of the Intercompany Note; (de) Guarantees (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by Holdings and the Subsidiaries that are Loan Parties of the Indebtedness of the Borrower described in clause (k) hereof, so long as the Guarantee of the Senior Subordinated Notes is subordinated substantially on terms as set forth in the Senior Subordinated Note Documents, (ii) by Holdings, the Borrower or any Restricted Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease or improvements of the applicable asset in an aggregate amount not to exceed the greater of $13,000,000 and 20% of Consolidated EBITDA (determined on a Pro Forma Basis in accordance with Section 1.09), in each case determined at the time of incurrence (together with any Permitted Refinancings thereof) at any time outstanding and (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and any Permitted Refinancing of such Attributable Indebtedness; (f) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Restricted Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereof; provided that is a any such Guarantees by Loan Party Parties of any such Indebtedness of Restricted Subsidiaries that are not Loan Parties shall only be permitted to the extent constituting an Investment permitted by Section 7.02(c)(iii); (g) Indebtedness of the Borrower or any Restricted Subsidiary that is a Loan Party permitted to be assumed or incurred under this Agreement, (iii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a Loan Party to the extent such Guarantees are permitted by Section 6.04(u); provided that Guarantees by Holdings, the Borrower or any Subsidiary that is a Loan Party under this clause (d) of any other Indebtedness of a Person that is subordinated to other Indebtedness of such Person shall be expressly subordinated to the Obligations on terms at least as favorable to the Lenders as the Guarantee of the Senior Subordinated Notes is under the Senior Subordinated Note Documents, and (iv) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any real property lease obligations of the Borrower or any Subsidiary that is a Loan Party; (e) Indebtedness of any Loan Party incurred to finance the acquisition, construction, repair or improvement of any fixed or capital assets, including any Indebtedness assumed in connection with the acquisition of any such assets Permitted Acquisition or secured by a Lien on any such assets prior to the acquisition thereof, and extensions and renewals of any such Indebtedness in accordance with clause (g) hereofother Investment not prohibited hereunder; provided that (i) solely in the case of assumed Indebtedness, such Indebtedness is not incurred in contemplation of such Permitted Acquisition or other Investment or any Permitted Refinancing thereof or (ii) after giving Pro Forma Effect to such Permitted Acquisition and the incurrence of such Indebtedness, as applicable, the aggregate amount of such Indebtedness at any time outstanding does not exceed the sum of (x) the greater of $16,250,000 and 25% of Consolidated EBITDA (determined on a Pro Forma Basis in accordance with Section 1.09) plus (y) additional indebtedness so long as the Consolidated Total Net Leverage Ratio is not greater than 4.25:1:00, in each case determined at the time of such assumption or incurrence, on a Pro Forma Basis in accordance with Section 1.09; provided that, in the case of clause (ii), (A) such Indebtedness does not mature prior to the date that is the Latest Maturity Date, or have a Weighted Average Life to Maturity less than the Weighted Average Life to Maturity of any Term Loan outstanding at the time such Indebtedness is incurred prior to or within one hundred eighty issued, (180B) days after such acquisition no Event of Default shall exist or result therefrom (other than in connection with a Limited Condition Transaction where the completion of such construction, repair standard shall be no Default under Section 8.01(a) or improvement 8.01(f)) and (iiC) the aggregate principal amount at any time outstanding of such Indebtedness permitted by this clause (e), when combined with the aggregate principal amount of all Capital Lease Obligations and Synthetic Lease Obligations Restricted Subsidiaries that are non-Loan Parties incurred pursuant to clause (fthis Section 7.03(g) hereof, shall not exceed the greater of (x) $25,000,000 9,750,000 and (y) 15% of Consolidated EBITDA of the Borrower determined at any the time outstanding; provided, further that if requested by the Administrative Agent, the Loan Parties will use commercially reasonable efforts to cause the holder of such Indebtedness in respect of any Real Estate owned or acquired by any Loan Party to enter into incurrence on a Collateral Access Agreement providing for access and use of the applicable personal property located on such premises following the occurrence and during the continuance of an Event of Default on terms reasonably satisfactory to the Administrative Agent; (f) Capital Lease Obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (e) hereof, not in excess of $25,000,000 at any time outstanding; (g) Indebtedness which represents an extension, refinancing, refunding, replacement or renewal of any of the Indebtedness described in clauses (b), (d), (g), (j), or (k) hereof; provided that, (i) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, refunded, replaced or renewed, except by an amount equal to unpaid accrued interest and premium (including applicable prepayment penalties) thereon plus fees and expenses reasonably incurred in connection therewith, (ii) any Liens securing such Indebtedness are not extended to any additional property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing, refunding, replacement or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, refunded, replaced or renewed, (v) if the Indebtedness that is extended, refinanced, refunded, replaced or renewed was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the extension, refinancing, refunding, replacement or renewal Indebtedness must include subordination terms and conditions that are at least as favorable to the Lenders as those that were applicable to the extended, refinanced, refunded, replaced or renewed Indebtedness and (vi) with respect to any such extension, refinancing, refunding, replacement or renewal of the Senior Secured Term Loan Facility, such refinancing Indebtedness, if secured, is secured only by assets of the Loan Parties that constitute Collateral for the Obligations pursuant to a security agreement subject to the Intercreditor Agreement or another intercreditor agreement that is no less favorable to the Secured Parties, taken as a whole, than the Intercreditor AgreementPro Forma Basis; (h) Indebtedness owed representing deferred compensation to employees of Holdings or any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case of its Restricted Subsidiaries incurred in the ordinary course of business; (i) Indebtedness of the Loan Parties in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations, or obligations in respect of letters of credit, bank acceptances or guarantees or similar instruments related thereto, in each case provided in the ordinary course of business; (j) Indebtedness of any Person that becomes a Loan Party after the date hereof and Indebtedness acquired or assumed in connection with Permitted Acquisitions; provided that such Indebtedness exists at the time such Person becomes a Loan Party or at the time of such Permitted Acquisition and is not created in contemplation of or in connection therewith; (k) Indebtedness of the Borrower pursuant to (i) the Senior Subordinated Notes (and the exchange notes issued in exchange thereof) and agreements relating thereto in an original aggregate principal amount that is not in excess of $225,000,000 plus the amount of any interest that is paid-in-kind at any one time outstanding and (ii) the Senior Secured Term Loan Facility in an aggregate principal amount that is not in excess of $185,000,000; (l) other unsecured Indebtedness of the Borrower or any Subsidiary in an aggregate principal amount not exceeding $15,000,000 at any time outstanding; (m) Hedging Obligations of the Loan Parties pursuant to Hedge Agreements permitted by Section 6.07; (n) Indebtedness consisting of promissory notes issued by Holdings or any Loan Party of its Restricted Subsidiaries to current or former officers, managers, consultants, directors and employees, their respective estates, heirs, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings (or any direct or indirect parent thereof) or of the Borrower (following a Qualified Public Offering of the Borrower) Holdings permitted by Section 6.087.06; (oj) Indebtedness incurred by Holdings or any of the Loan Parties its Restricted Subsidiaries in a Permitted Acquisition, any other Investment permitted hereunder, merger or any Disposition permitted hereunder, in each case, constituting indemnification obligations or obligations in respect of purchase price, price (including earn-outs outs) or other similar adjustments in connection with acquisitions, sales and dispositions permitted under this Agreementadjustments; (pk) Indebtedness consisting of obligations of the Loan Parties Holdings or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions and Permitted Acquisitions or any other investment Investment permitted hereunder; (ql) cash management obligations of the Loan Parties Cash Management Obligations and other Indebtedness of the Loan Parties in respect of netting services, automatic clearinghouse arrangements, overdraft protections protections, employee credit card programs and other cash management and similar arrangements in each case in connection with deposit accountsthe ordinary course of business and any Guarantees thereof or 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, so long as such Indebtedness is extinguished within 10 Business Days of its incurrence; (rm) Indebtedness in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of the Loan Parties $22,750,000 and 35% of Consolidated EBITDA; (n) Indebtedness consisting of (xi) the financing of insurance premiums or (yii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (so) Indebtedness incurred by a Loan Party the Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances 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; (tp) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Restricted 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 or consistent with past practice; (q) letters of credit issued in currencies not available hereunder in an aggregate amount at any time outstanding not to exceed $5,000,000; (r) Indebtedness supported by a Letter of Credit or a letter of credit issued pursuant to the Senior Secured Term Facility AgreementCredit, in a principal amount not to exceed the face amount of such letter Letter of credit; provided that with respect to Letters of Credit that support Credit; (s) Indebtedness incurred by Foreign Subsidiariesa Restricted Subsidiary that is a non-Loan Party which, when aggregated with the principal amount of all other Indebtedness incurred pursuant to this Section 7.03(s) and then outstanding for all such Indebtedness shall only be permitted to Persons taken together, does not exceed the extent permitted under greater of $9,750,000 and 15% of Consolidated EBITDA (determined on a Pro Forma Basis in accordance with Section 6.041.09), in each case determined at the time of incurrence; (t) Credit Agreement Refinancing Indebtedness; (u) Subordinated Indebtedness of a Loan Party incurred in reliance on the Cumulative Credit; (iv) constituting deferred purchase price of, or incurred to finance, Permitted Acquisitions in an aggregate principal amount not exceeding $75,000,000 at any time outstanding, or (ii) incurred to refinance or repay Indebtedness outstanding under the Senior Secured Term Loan Facility, including any incremental facilities provided for thereunder (or if no such Indebtedness is outstanding, any other long-term Indebtedness of the Borrower or any Subsidiaryof its Restricted Subsidiaries that is a Loan Party that complies with clauses (a), (c) and (d) (as applicable) of the Applicable Requirements, so long as no Default or Event of Default (limited in connection with Indebtedness incurred to finance a Limited Condition Transaction, to Defaults or Events of Default under Sections 8.01(a) and (f) and any other Default or Event of Default that is a condition to the effectiveness of the Limited Condition Transaction) is continuing or would result from the incurrence of such Indebtedness; provided that: (i) if such Indebtedness is secured on a pari passu in right of security with the Obligations, the aggregate principal amount of such Indebtedness shall not exceed an amount so long as on and as of the date of such incurrence the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis and assuming all previously established and simultaneously established revolving credit facilities under this Section 7.03(v)(i) are fully drawn and excluding the cash proceeds of any borrowing under any such revolving credit facility) is no more than or equal to (x) 3.75:1.00 or (y) to the extent incurred in connection with a Permitted Acquisition or other Investment permitted hereunder, the greater of (I) 3.75:1.00 and (II) the Consolidated First Lien Net Leverage Ratio immediately prior to such Permitted Acquisition or Investment at the time of incurrence; (vii) Other if such Indebtedness is secured on a junior basis in right of a Loan Party created or incurred if security with the Fixed Charge Coverage Ratio Obligations, the aggregate principal amount of such Indebtedness shall not exceed an amount so long as on and as of the end date of such incurrence the most recently ended four-fiscal-quarter period Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis) is no more than (x) 4.00:1.00 or (y) to the extent incurred in connection with a Permitted Acquisition or other Investment permitted hereunder, the greater of (I) 4.00:1,00 and (II) the Consolidated Secured Net Leverage Ratio immediately preceding prior to such Permitted Acquisition or Investment at the date on which time of incurrence; (iii) if such Indebtedness is created or incurred would have been at least 2.00 to 1.00unsecured, the aggregate principal amount of such Indebtedness shall not exceed an amount so long as on and as of the date of such incurrence (x) the Consolidated Total Net Leverage Ratio (determined on a pro forma basis Pro Forma Basis) is no more than (including 1) 4.25:1.00 or (2) to the extent incurred in connection with a pro forma application Permitted Acquisition or other Investment permitted hereunder, the greater of (I) 4.25:1.00 and (II) the net proceeds therefrom), as if Consolidated Total Net Leverage Ratio immediately prior to such Indebtedness had been incurred and the application of the proceeds therefrom had occurred Permitted Acquisition or Investment at the beginning time of such four-quarter period; provided that if incurrence or (y) the Indebtedness created or incurred is to be used to finance the acquisition of any Person or assets, such Indebtedness shall be permitted regardless of whether the Fixed Charge Interest Coverage Ratio set forth above is met if (determined on a Pro Forma Basis) would not be less than (1) 2.00:1.00 or (2) to the Fixed Charge Coverage Ratio after giving effect to such acquisition extent incurred in connection with a Permitted Acquisition or merger is greater than other Investment permitted hereunder, either (I) 2.00:1.00 or (II) the Fixed Charge Interest Coverage Ratio immediately prior to the consummation of such acquisition Permitted Acquisition or merger; provided, further, that any Indebtedness created or incurred in compliance with this clause (v) shall be permitted to exist regardless of whether the Fixed Charge Coverage Ratio is subsequently less than the ratio set forth above; (w) Indebtedness incurred by Holdings and owed to the Permitted Holders in an aggregate outstanding principal amount not to exceed $75,000,000 at any timeother Investment; provided that (A) interest the aggregate principal amount at any time outstanding of such Indebtedness of Subsidiaries that are non-Loan Parties incurred pursuant to this Section 7.03(v) shall not exceed the greater of (x) $9,750,000 and (y) 15% of Consolidated EBITDA of the Borrower (determined on a Pro Forma Basis in accordance with Section 1.09), in each case determined at the time of incurrence and (B) provided that if such Indebtedness is a term loan that is not payable subordinated in cash prior right of payment to the Maturity DateLoan Documents and that is secured by a Lien on the Collateral that ranks pari passu in right of security with the Term Loans, the Term Loans shall be subject to the “most favored nation” pricing adjustment (if applicable) set forth in the proviso to Section 2.14(e)(iii) as if such Indebtedness were an Incremental Term Loan incurred thereunder. For purposes of the calculations in this Section 7.03(v), (A) with respect to any Revolving Credit Commitments, a borrowing of the maximum amount of Loans available thereunder shall be assumed and (B) such Indebtedness does not mature and does not require any scheduled or mandatory prepayments prior to the date that is 180 days following extent the Maturity Dateproceeds of any Indebtedness incurred under this Section 7.03(v) are used to repay Indebtedness, Pro Forma Effect shall be given to such repayment of Indebtedness. (Cw) such Any Permitted Refinancings of Indebtedness is not secured and (D) such Indebtedness is subordinated incurred pursuant to the Obligations on terms reasonably satisfactory to Administrative Agent; andSection 7.03(v); (x) Indebtedness incurred by a Foreign Subsidiary; providedall premiums (if any), that no portion of such Indebtedness shall be guaranteed byinterest (including post-petition interest), be recourse tofees, expenses, charges and additional or otherwise obligate a Loan Party, or subject, directly or indirectly, contingently or otherwise any property or asset of a Loan Party to a Lien.contingent interest on obligations described in Sections 7.03(a) through 7.03(w);

Indebtedness. No Loan Party will, Neither the Borrower nor will it permit any Subsidiary toof the Restricted Subsidiaries shall directly or indirectly, create, incur incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness created of any Loan Party under the Loan Documents; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01; (c) Indebtedness of the Borrower to Holdings or any Subsidiary, Indebtedness of any Subsidiary to the Borrower, Holdings or any other Subsidiary and Indebtedness of Holdings to the Borrower or any Subsidiary; provided that (i) outstanding on the Closing Date and listed on Schedule 7.03(b) and any refinancing thereof and (ii) intercompany Indebtedness outstanding on the Closing Date and any refinancing thereof, of which any amount owed by a Restricted Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness of any Loan Party shall only be permitted to the extent permitted under Section 6.04 and (ii) Indebtedness of the Borrower or Holdings owed to any Subsidiary that is not a Loan Party and Indebtedness of any Subsidiary that is a Loan Party to any Restricted Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Secured Obligations on terms reasonably satisfactory pursuant to the Administrative Agentan Intercompany Note; (dc) Guarantees (i) by Holdings and the Subsidiaries that are Loan Parties of the Indebtedness of the Borrower described and any Restricted Subsidiary in clause (k) hereof, so long as the Guarantee respect of the Senior Subordinated Notes is subordinated substantially on terms as set forth in the Senior Subordinated Note Documents, (ii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any Indebtedness of the Borrower or any Restricted Subsidiary that is a Loan Party permitted to be incurred under this Agreement, (iii) by Holdings, of the Borrower or any Subsidiary that is a Loan Party of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a Loan Party to the extent such Guarantees are permitted by Section 6.04(u)hereunder; provided that Guarantees by Holdings, the Borrower or any Subsidiary that is a Loan Party under this clause (dA) no Guarantee of any other Mezzanine Debt or Junior Financing shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness of a Person that being Guaranteed is subordinated to other Indebtedness of the Obligations, such Person Guarantee shall be expressly subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the Guarantee subordination of the Senior Subordinated Notes is under the Senior Subordinated Note Documents, and such Indebtedness; (ivd) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any real property lease obligations Indebtedness of the Borrower or any Restricted Subsidiary that owing to any Loan Party or any other Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Restricted Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness shall be evidenced by an Intercompany Note; (ei) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Loan Party incurred Restricted Subsidiary prior to finance or within 270 days after the acquisition, construction, repair repair, replacement, lease or improvement of the applicable asset in an aggregate amount not to exceed $30,000,000 (together with any fixed Permitted Refinancings thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any of the foregoing; (f) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or capital assetsany Restricted Subsidiary’s exposure to interest rates, including foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (g) Indebtedness of the Borrower or any Indebtedness Restricted Subsidiary (A) assumed in connection with the acquisition any Permitted Acquisition, provided that such Indebtedness is not incurred in contemplation of any such assets or secured by a Lien on any such assets prior to the acquisition thereofPermitted Acquisition, and extensions any Permitted Refinancing thereof or (B) incurred to finance a Permitted Acquisition and renewals of any such Indebtedness in accordance with clause (g) hereofPermitted Refinancing thereof; provided that (iw) in the case of clauses (A) and (B), such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is incurred prior to or within one hundred eighty unsecured (180) days after such acquisition or the completion of such construction, repair or improvement and (ii) the aggregate principal amount of Indebtedness except for Liens permitted by this clause Section 7.01(w) securing Indebtedness (e), when combined together with the aggregate principal amount of all Capital Lease Obligations and Synthetic Lease Obligations Permitted Refinancings thereof) incurred pursuant to clause (fA) hereof, shall not exceed $25,000,000 at any time outstanding; provided, further that if requested by the Administrative Agent, the Loan Parties will use commercially reasonable efforts to cause the holder of such Indebtedness in respect of any Real Estate owned or acquired by any Loan Party to enter into a Collateral Access Agreement providing for access and use of the applicable personal property located on such premises following the occurrence and during the continuance of an Event of Default on terms reasonably satisfactory to the Administrative Agent; (f) Capital Lease Obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all outstanding not to exceed $75,000,000 and Liens securing Indebtedness incurred pursuant to clause (eA) hereof, not in excess of $25,000,000 at any time outstanding; (g) Indebtedness which represents an extension, refinancing, refunding, replacement or renewal of any of the Indebtedness described in clauses (bpermitted by Section 7.01(bb)), (dx) in the case of clauses (A) and (B), (g), (j), or (k) hereof; provided that, (i) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, refunded, replaced or renewed, except by an amount equal to unpaid accrued interest both immediately prior and premium (including applicable prepayment penalties) thereon plus fees and expenses reasonably incurred in connection therewith, (ii) any Liens securing such Indebtedness are not extended to any additional property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect after giving effect thereto, (iv1) such extension, refinancing, refunding, replacement no Default shall exist or renewal does not result in therefrom (other than a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, refunded, replaced or renewed, (v) if the Indebtedness that is extended, refinanced, refunded, replaced or renewed was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the extension, refinancing, refunding, replacement or renewal Indebtedness must include subordination terms and conditions that are at least as favorable to the Lenders as those that were applicable to the extended, refinanced, refunded, replaced or renewed Indebtedness and (vi) with respect to any such extension, refinancing, refunding, replacement or renewal of the Senior Secured Term Loan Facility, such refinancing Indebtedness, if secured, is secured only by assets of the Loan Parties that constitute Collateral for the Obligations Permitted Acquisition made pursuant to a security agreement subject to legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Intercreditor Agreement Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11 and (y) in the case of any such incurred Indebtedness under clause (B), such Indebtedness matures after, and does not require any scheduled amortization or another intercreditor agreement other scheduled payments of principal prior to, the seventh anniversary of the Closing Date; provided, further, that is no less favorable to the Secured Parties, taken as a whole, than amount of Indebtedness incurred by Restricted Subsidiaries that are not Loan Parties under this Section 7.03(g) shall not exceed $50,000,000 in the Intercreditor Agreementaggregate; (h) Indebtedness owed representing deferred compensation to employees of the Borrower or any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case of its Restricted Subsidiaries incurred in the ordinary course of business; (i) Indebtedness of the Loan Parties in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations, or obligations in respect of letters of credit, bank acceptances or guarantees or similar instruments related thereto, in each case provided in the ordinary course of business; (j) Indebtedness of any Person that becomes a Loan Party after the date hereof and Indebtedness acquired or assumed in connection with Permitted Acquisitions; provided that such Indebtedness exists at the time such Person becomes a Loan Party or at the time of such Permitted Acquisition and is not created in contemplation of or in connection therewith; (k) Indebtedness of the Borrower pursuant to (i) the Senior Subordinated Notes (and the exchange notes issued in exchange thereof) and agreements relating thereto in an original aggregate principal amount that is not in excess of $225,000,000 plus the amount of any interest that is paid-in-kind at any one time outstanding and (ii) the Senior Secured Term Loan Facility in an aggregate principal amount that is not in excess of $185,000,000; (l) other unsecured Indebtedness of the Borrower or any Subsidiary in an aggregate principal amount not exceeding $15,000,000 at any time outstanding; (m) Hedging Obligations of the Loan Parties pursuant to Hedge Agreements permitted by Section 6.07; (n) Indebtedness consisting of promissory notes issued by any Loan Party to current or former officers, managers, consultants, directors and employees, their respective estates, heirs, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings (the Borrower or any direct or indirect parent thereof) or of the Borrower (following a Qualified Public Offering of the Borrower) permitted by Section 6.087.06; (oj) Indebtedness incurred by the Borrower or any of the Loan Parties its Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price, earn-outs price (including customary earnouts) or other similar adjustments in connection with acquisitions, sales and dispositions permitted under this Agreementadjustments; (pk) Indebtedness consisting of obligations of the Loan Parties Borrower or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions Transactions, and Permitted Acquisitions or any other investment Investment expressly permitted hereunder; (ql) cash management obligations of the Loan Parties Cash Management Obligations and other Indebtedness of the Loan Parties in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts, accounts in the ordinary course of business; (rm) Indebtedness of the Loan Parties Borrower or any of its Restricted Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed $125,000,000; (n) Indebtedness consisting of (xa) the financing of insurance premiums or (yb) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (so) Indebtedness incurred by a Loan Party the Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances 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 any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof; (tp) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Restricted 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 or consistent with past practice; (q) Indebtedness constituting the Mezzanine Debt and any Permitted Refinancing thereof; (r) Indebtedness supported by a Letter of Credit or a letter of credit issued pursuant to the Senior Secured Term Facility AgreementCredit, in a principal amount not to exceed the face amount of such letter Letter of credit; provided that Credit; (i) Permitted Notes in an aggregate principal amount, when aggregated with respect the amount of Incremental Term Loans and Revolving Commitment Increases pursuant to Letters of Credit that support Indebtedness incurred by Foreign SubsidiariesSection 2.14, such Indebtedness shall only be permitted not to exceed $150,000,000, (ii) to the extent permitted under Section 6.04; (u) Subordinated Indebtedness of a Loan Party Permitted Notes may not be issued in reliance on the foregoing subclause (i) constituting deferred purchase price of, or incurred to finance), Permitted Acquisitions Notes that are secured on a pari passu basis with the Obligations in an aggregate principal amount that would not exceeding $75,000,000 at any time outstandingcause the First Lien Secured Leverage Ratio, or (ii) incurred to refinance or repay Indebtedness outstanding under the Senior Secured Term Loan Facility, including any incremental facilities provided for thereunder (or if no such Indebtedness is outstanding, any other long-term Indebtedness of the Borrower or any Subsidiary); (v) Other Indebtedness of determined on a Loan Party created or incurred if the Fixed Charge Coverage Ratio Pro Forma Basis as of the end last day of the most recently ended four-fiscal-quarter period immediately preceding the date on Test Period for which such Indebtedness is created or incurred would financial statements were required to have been at least 2.00 delivered pursuant to 1.00Section 6.01(a) or (b), determined on a pro forma basis as applicable (including a pro forma application or, if no Test Period has passed, as of the net proceeds therefromlast four quarters ended), as if such Indebtedness Permitted Notes had been incurred and outstanding on the application of the proceeds therefrom had occurred at the beginning last day of such four-four quarter period; provided that if , to exceed 2.75 to 1.00, (iii) Permitted Notes, the Indebtedness created or incurred is to be used to finance the acquisition Net Proceeds of any Person or assets, such Indebtedness shall be permitted regardless of whether the Fixed Charge Coverage Ratio set forth above is met if the Fixed Charge Coverage Ratio after giving effect to such acquisition or merger is greater than the Fixed Charge Coverage Ratio immediately prior to such acquisition or merger; provided, further, that any Indebtedness created or incurred in compliance with this clause (v) shall be permitted to exist regardless of whether the Fixed Charge Coverage Ratio is subsequently less than the ratio set forth above; (w) Indebtedness incurred by Holdings and owed which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), (iv) Permitted Holders Notes that are offered on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in an aggregate outstanding Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed $75,000,000 at the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that any timeTerm Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (v) in the case of Permitted Notes incurred under any of the foregoing clauses (i), (ii), (iii) and (iv), Permitted Refinancings thereof; and (t) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (s) above. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (t) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that (Ai) interest all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance only on such Indebtedness is not payable the exception in cash prior to the Maturity Dateclause (a) of Section 7.03, (B) such Indebtedness does not mature and does not require any scheduled or mandatory prepayments prior to the date that is 180 days following the Maturity Date, (C) such Indebtedness is not secured and (Dii) such all Indebtedness is subordinated constituting Mezzanine Debt will be deemed to be outstanding in reliance only on the Obligations on terms reasonably satisfactory to Administrative Agent; and exception in clause (xq) Indebtedness incurred by a Foreign Subsidiary; provided, that no portion of such Indebtedness shall be guaranteed by, be recourse to, or otherwise obligate a Loan Party, or subject, directly or indirectly, contingently or otherwise any property or asset of a Loan Party to a LienSection 7.03.

Indebtedness. No Loan Party willCreate, nor will it permit any Subsidiary toincur, create, incur assume or suffer to exist any Indebtedness, except: (a) Indebtedness created of the Borrower and any of its Restricted Subsidiaries under the Loan Documents; (b) the Senior Unsecured Notes and any Permitted Refinancing thereof; (c) Indebtedness existing on the date hereof (x) with an individual value not in excess of $5,000,000 or (y) listed on Schedule 7.03(c) and set forth in Schedule 6.01each case of the foregoing clauses (x) and (y), any Permitted Refinancing thereof; (cd) Guarantee Obligations of the Borrower and its Restricted Subsidiaries in respect of Indebtedness of the Borrower to Holdings or any Subsidiary, Indebtedness of any Subsidiary to the Borrower, Holdings or any other Subsidiary and Indebtedness of Holdings to the Borrower or any Subsidiary; provided its Restricted Subsidiaries otherwise permitted hereunder (except that (i) Indebtedness of any a Subsidiary that is not a Loan Party to any Loan Party shall only be permitted may not, by virtue of this Section 7.03(d), guarantee Indebtedness that such Subsidiary could not otherwise incur under this Section 7.03); provided that, (x) if the Indebtedness being guaranteed is subordinated to the extent permitted under Section 6.04 and (ii) Indebtedness of the Borrower or Holdings to any Subsidiary that is not a Loan Party and Indebtedness of any Subsidiary that is a Loan Party to any Subsidiary that is not a Loan Party Obligations, such Guarantee Obligation shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent; (d) Guarantees (i) by Holdings and the Subsidiaries that are Loan Parties of the Indebtedness of the Borrower described in clause (k) hereof, so long as the Guarantee of the Senior Subordinated Notes is subordinated substantially on terms as set forth in the Senior Subordinated Note Documents, (ii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any Indebtedness of the Borrower or any Subsidiary that is a Loan Party permitted to be incurred under this Agreement, (iii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a Loan Party to the extent such Guarantees are permitted by Section 6.04(u); provided that Guarantees by Holdings, the Borrower or any Subsidiary that is a Loan Party under this clause (d) of any other Indebtedness of a Person that is subordinated to other Indebtedness of such Person shall be expressly subordinated to the Obligations on terms at least as favorable to the Lenders as those contained in the Guarantee subordination of the Senior Subordinated Notes is under the Senior Subordinated Note Documents, such Indebtedness and (ivy) Guarantee Obligations made by Holdings, the Borrower or any Subsidiary that is a Loan Party with respect to Indebtedness of any real property lease obligations of the Borrower or any Subsidiary that is a Non-Loan PartyParty must be permitted pursuant to Section 7.02; (e) Indebtedness of the Borrower or any of its Restricted Subsidiaries owing to the Borrower or any other Restricted Subsidiary to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness of any Loan Party incurred owed to finance any Person that is not a Loan Party shall be subject to the subordination terms set forth in Section 3.02 of the Guaranty (but only to the extent permitted by applicable law and not giving rise to material adverse tax consequences); (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing the acquisition, construction, repair repair, replacement or improvement of any fixed or capital assets, including 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 and renewals of any such Indebtedness in accordance with clause (g) hereof; provided that (i) such Indebtedness is incurred prior to concurrently with or within one two hundred eighty seventy (180270) days after such acquisition or the completion of such applicable acquisition, construction, repair repair, replacement or improvement improvement), (ii) Attributable Indebtedness arising out of Permitted Sale Leasebacks and (iii) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clauses (i) and (ii) ); provided that the aggregate principal amount of Indebtedness permitted by this clause (e)including without limitation Attributable Indebtedness, when combined with the aggregate principal amount of all Capital Lease Obligations and Synthetic Lease Obligations incurred pursuant to clause (f) hereof, shall not exceed $25,000,000 at any time outstanding; provided, further that if requested by the Administrative Agent, the Loan Parties will use commercially reasonable efforts to cause the holder of such Indebtedness in respect of any Real Estate owned or acquired by any Loan Party to enter into a Collateral Access Agreement providing for access and use of the applicable personal property located on such premises following the occurrence and during the continuance of an Event of Default on terms reasonably satisfactory to the Administrative Agent; (f) Capital Lease Obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all but excluding Attributable Indebtedness incurred pursuant to clause (eii)) hereofunder this Section 7.03(f) does not exceed, at the time of the incurrence thereof, the greater of (x) $90,000,000 and (y) 15.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period; (g) Indebtedness in respect of Swap Contracts not for speculative purposes (i) entered into to hedge or mitigate risks to which the Borrower or any Subsidiary has actual or anticipated exposure (other than those in excess respect of shares of capital stock or other equity ownership interests of the Borrower or any Subsidiary), (ii) entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Subsidiary and (iii) entered into to hedge commodities, currencies, general economic conditions, raw materials prices, revenue streams or business performance; (h) obligations of non-wholly owned Foreign Subsidiaries that are Restricted Subsidiaries in respect of Disqualified Equity Interests in an amount not to exceed $25,000,000 10,000,000 at any time outstanding; (g) Indebtedness which represents an extension, refinancing, refunding, replacement or renewal of any of the Indebtedness described in clauses (b), (d), (g), (j), or (k) hereof; provided that, (i) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, refunded, replaced or renewed, except by an amount equal to unpaid accrued interest and premium (including applicable prepayment penalties) thereon plus fees and expenses reasonably incurred in connection therewith, (ii) any Liens securing such Indebtedness are not extended to any additional property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing, refunding, replacement or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, refunded, replaced or renewed, (v) if the Indebtedness that is extended, refinanced, refunded, replaced or renewed was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the extension, refinancing, refunding, replacement or renewal Indebtedness must include subordination terms and conditions that are at least as favorable to the Lenders as those that were applicable to the extended, refinanced, refunded, replaced or renewed Indebtedness and (vi) with respect to any such extension, refinancing, refunding, replacement or renewal of the Senior Secured Term Loan Facility, such refinancing Indebtedness, if secured, is secured only by assets of the Loan Parties that constitute Collateral for the Obligations pursuant to a security agreement subject to the Intercreditor Agreement or another intercreditor agreement that is no less favorable to the Secured Parties, taken as a whole, than the Intercreditor Agreement; (h) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (i) Indebtedness representing deferred compensation to employees of the Loan Parties in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance Borrower (or any parent company) and completion guarantees and similar obligations, or obligations in respect of letters of credit, bank acceptances or guarantees or similar instruments related thereto, in each case provided its Restricted Subsidiaries incurred in the ordinary course of business; (j) Indebtedness to future, present or former directors, officers, members of any Person that becomes a Loan Party after the date hereof and Indebtedness acquired management, employees or assumed in connection with Permitted Acquisitions; provided that such Indebtedness exists at the time such Person becomes a Loan Party or at the time of such Permitted Acquisition and is not created in contemplation of or in connection therewith; (k) Indebtedness of the Borrower pursuant to (i) the Senior Subordinated Notes (and the exchange notes issued in exchange thereof) and agreements relating thereto in an original aggregate principal amount that is not in excess of $225,000,000 plus the amount of any interest that is paid-in-kind at any one time outstanding and (ii) the Senior Secured Term Loan Facility in an aggregate principal amount that is not in excess of $185,000,000; (l) other unsecured Indebtedness consultants of the Borrower or any Subsidiary in an aggregate principal amount not exceeding $15,000,000 at any time outstanding; (m) Hedging Obligations of the Loan Parties pursuant to Hedge Agreements permitted by Section 6.07; (n) Indebtedness consisting of promissory notes issued by any Loan Party to current its Subsidiaries or former officers, directors and employees, their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings the Borrower (or any direct or indirect parent thereof) or of the Borrower (following a Qualified Public Offering of the Borrower) permitted by Section 6.087.06(f); (ok) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the Loan Parties extent constituting indemnification obligations or obligations in respect of purchase price, price (including earn-outs outs) or other similar adjustments in connection with acquisitions, sales and dispositions permitted under this Agreementadjustments; (pl) Indebtedness consisting of obligations of the Loan Parties Borrower (or any parent company) or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions and Transactions, the Spin-Off, Permitted Acquisitions or and/or any other investment Investment expressly permitted hereunder; (qm) cash management obligations of the Loan Parties Cash Management Obligations and other Indebtedness of the Loan Parties in respect of netting services, automatic clearinghouse arrangements, overdraft protections protections, cash pooling arrangements, purchase card and similar arrangements in each case in connection with deposit accounts, incurred in the ordinary course of businesscourse; (rn) Indebtedness of the Loan Parties consisting of (xa) the financing of insurance premiums or (yb) take-or-take or pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (so) Indebtedness incurred by a Loan Party the Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances 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; (tp) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Restricted 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 or consistent with past practice; (q) Indebtedness supported by a Letter of Credit or a letter of credit issued pursuant to the Senior Secured Term Facility Agreement, in a principal amount not to exceed the face amount of such letter Letter of creditCredit; (r) Indebtedness (whether secured or unsecured) (i) in an unlimited amount, of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Restricted Subsidiary) after the date hereof and/or any other Indebtedness otherwise assumed in connection with an acquisition or any other Investment not prohibited hereunder, to the extent in the case of this clause (i), such Indebtedness was not incurred in contemplation of such acquisition or other Investment and such Indebtedness constitutes the obligations of only such newly acquired Restricted Subsidiary, (ii) incurred in connection with a Permitted Acquisition or other Investment not prohibited hereunder, in an aggregate principal amount for this clause (ii), not to exceed, at the time of the incurrence thereof, (A) the Fixed Incremental Amount (taking into account any amounts already incurred in reliance thereon) plus (B) an additional unlimited amount so long as after giving Pro Forma Effect thereto (x) in the case of Indebtedness secured by a Lien on the Collateral that is pari passu with the Lien on the Collateral securing the Obligations, the First Lien Leverage Ratio does not exceed the greater of (1) 3.50:1.00 and (2) the First Lien Leverage Ratio at the end of the most recently ended Test Period, (y) in the case of Indebtedness secured by a Lien on the Collateral that ranks junior to the Liens on the Collateral securing the Obligations, the Secured Leverage Ratio does not exceed the greater of 4.50:1.00 and the Secured Leverage Ratio at the end of the most recently ended Test Period and (z) in the case of Indebtedness that is unsecured or secured by assets that are not Collateral, either, at the Borrower’s option, (X) the Total Leverage Ratio does not exceed the greater of 4.50:1.00 and the Total Leverage Ratio at the end of the most recently ended Test Period or (Y) the Interest Coverage Ratio is no less than the lesser of 2:00:1.00 and the Interest Coverage Ratio at the end of the most recently ended Test Period and (iii) incurred for any purpose not prohibited by this Agreement, in an aggregate principal amount for clause (iii), not to exceed an unlimited amount so long as after giving Pro Forma Effect thereto (x) in the case of Indebtedness secured by a Lien on the Collateral that is pari passu with the Lien on the Collateral securing the Obligations, the First Lien Leverage Ratio does not exceed 3.00:1.00 (or, to the extent such Indebtedness is incurred in connection with any acquisition or similar investment not prohibited by this Agreement, the greater of 3.50:1.00 and the First Lien Leverage Ratio at the end of the most recently ended Test Period), (y) in the case of Indebtedness secured by a Lien on the Collateral that ranks junior to the Liens on the Collateral securing the Obligations, the Secured Leverage Ratio does not 4.50:1.00 (or, to the extent such Indebtedness is incurred in connection with any acquisition or similar investment not prohibited by this Agreement, the greater of 4.50:1.00 and the Secured Leverage Ratio at the end of the most recently ended Test Period) and (z) in the case of Indebtedness that is unsecured or secured by assets that are not Collateral, either, at the Borrower’s option (X) the Total Leverage Ratio does not exceed 4.50:1.00 (or, to the extent such Indebtedness is incurred in connection with any acquisition or similar investment not prohibited by this Agreement, the greater of 4.50:1.00 and the Total Leverage Ratio at the end of the most recently ended Test Period) or (Y) the Interest Coverage Ratio is no less than 2:00:1.00 (or, to the extent such Indebtedness is incurred in connection with any acquisition or similar investment not prohibited by this Agreement, the lesser of 2.00:1.00 and the Interest Coverage Ratio at the end of the most recently ended Test Period); provided that, such Indebtedness incurred under clauses (ii) and (iii), (1) shall be subject only to the applicable Required Debt Terms, (2) (I) any such Indebtedness of any Subsidiaries that are non-Loan Parties under the ratios specified in clause (ii)(B) (when taken together with respect to Letters of Credit that support any Indebtedness incurred by Foreign Subsidiariesnon-Loan Parties under clause (iii) of this Section 7.03(r) and Section 7.03(aa)) shall not exceed, at the time of the incurrence thereof, the greater of (X) $300,000,000 and (Y) 55.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period) and (II) any such Indebtedness of any Subsidiaries that are not Loan Parties under the ratios specified in clause (iii) shall only not exceed (when taken together with any Indebtedness incurred by non-Loan Parties under clause (ii) of this Section 7.03(r) and Section 7.03(aa)), at the time of the incurrence thereof, the greater of (X) $300,000,000 and (Y) 55.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period and (3) in the case of any such Indebtedness in the form of Qualifying Term Loans incurred in reliance on clauses (ii)(B)(x) or (iii)(x), shall be permitted subject to the MFN Provisions; (s) Indebtedness incurred by a Non-Loan Party, and guarantees thereof by any Non-Loan Party, (x) in an aggregate principal amount not to exceed, at the time of the incurrence thereof, the greater of (i) $110,000,000 and (ii) 20% of Consolidated EBITDA as of the last day of the most recently ended Test Period and (y) under working capital lines, lines of credit or overdraft facilities (to the extent permitted under Section 6.04such Indebtedness are not secured by assets constituting Collateral and are non-recourse to the Loan Parties) in an aggregate principal amount not to exceed, at the time of the incurrence thereof, the greater of (i) $50,000,000 and (ii) 10% of Consolidated EBITDA as of the last day of the most recently ended Test Period; (t) Incremental Equivalent Debt; (u) Subordinated additional Indebtedness in an aggregate principal amount not to exceed, at the time of a Loan Party the incurrence thereof, the greater of (ix) constituting deferred purchase price of, or incurred to finance, Permitted Acquisitions $250,000,000 and (y) 45% of Consolidated EBITDA as of the last day of the most recently ended Test Period; (v) Indebtedness in an aggregate principal amount not exceeding $75,000,000 the Available Amount, provided that (i) at any the time outstandingof the incurrence of such Indebtedness made utilizing amounts specified in clause (b) of the definition of “Available Amount”, no Specified Event of Default shall have occurred and be continuing or would result therefrom and (ii) incurred to refinance or repay Indebtedness outstanding under the Senior Secured Term Loan Facility, including any incremental facilities provided for thereunder (or if no such Indebtedness is outstanding, any other long-term Indebtedness of the Borrower or any Subsidiary); (v) Other Indebtedness of a Loan Party created or incurred if the Fixed Charge Coverage Ratio as of the end of the most recently ended four-fiscal-quarter period immediately preceding the date on which such Indebtedness is created or incurred would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; provided that if the Indebtedness created or incurred is to be used to finance the acquisition of any Person or assets, such Indebtedness shall be permitted regardless of whether subject only to the Fixed Charge Coverage Ratio set forth above is met if the Fixed Charge Coverage Ratio after giving effect to such acquisition or merger is greater than the Fixed Charge Coverage Ratio immediately prior to such acquisition or merger; provided, further, that any Indebtedness created or incurred in compliance with this clause (v) shall be permitted to exist regardless of whether the Fixed Charge Coverage Ratio is subsequently less than the ratio set forth aboveapplicable Required Debt Terms; (wi) Indebtedness (in the form of senior secured, senior unsecured, senior subordinated, or subordinated notes or loans) incurred by Holdings and owed the Borrower to the Permitted Holders extent that 100% of the Net Cash Proceeds therefrom are, immediately after the receipt thereof, applied solely to the prepayment of Term Loans or the replacement of Revolving Credit Commitments in an aggregate outstanding principal amount not to exceed $75,000,000 at any timeaccordance with Section 2.05(b)(iii); provided that (A) interest on if such Indebtedness is secured on a junior basis to such Term Loans or Revolving Credit Loans, as applicable, or is unsecured, such Indebtedness shall not payable in cash mature earlier than the date that is 91 days after the Maturity Date with respect to the relevant Term Loans or Revolving Credit Loans, as applicable, being refinanced, (B) other than Inside Maturity Loans, such Indebtedness shall not mature prior to the Maturity DateDate of the Term Loans or Revolving Credit Loans, (B) as applicable, being refinanced and, as of the date of the incurrence of such Indebtedness, the Weighted Average Life to Maturity of such Indebtedness does (other than revolving loans) shall not mature and does not require any scheduled or mandatory prepayments prior to the date be shorter than that is 180 days following the Maturity Dateof then-remaining Term Loans being refinanced, (C) no Restricted Subsidiary is a borrower or guarantor with respect to such Indebtedness unless such Restricted Subsidiary is a Subsidiary Guarantor which shall have previously or substantially concurrently guaranteed the Obligations, (D) subject to clause (h) of the “Collateral and Guarantee Requirement”, such Indebtedness is not secured by any assets not securing the Obligations unless such assets substantially concurrently secure the Obligations, (E) the terms and conditions of such Indebtedness (excluding pricing, call protection, premiums and optional prepayment or redemption terms or covenants or other provisions applicable only to periods after the maturity date of the Loans being refinanced) shall be either, taken as a whole, no more favorable to the lenders providing such Indebtedness, in their capacity as such or, solely in the case such Indebtedness is refinancing the Term Loans, be on market terms at the time of the establishment of such Indebtedness (in each case, as reasonably determined by the Borrower) (except for (x) covenants or other provisions applicable only to periods after the latest maturity date of the relevant Loans being refinanced or (y) to the extent any more restrictive covenant or provision is added for the benefit of (A) with respect to any such Indebtedness incurred as term B loans, such covenant or provision is also added for the benefit of each Facility remaining outstanding after the incurrence or issuance of such Indebtedness or (B) with respect to any revolving facility or Customary Term A Loans, such covenant or provision (except to the extent only applicable after the maturity date of the Revolving Credit Facility) is also added for the benefit of the Revolving Credit Facility to the extent it remains outstanding after the incurrence of such Indebtedness; it being understood and agreed that in each such case, no consent of the Administrative Agent and/or any Lender shall be required in connection with adding such covenant or provision), and (DF) such Indebtedness is subordinated shall not be in a principal amount in excess of the amount of Term Loans or Revolving Credit Commitments, as applicable, so refinanced except by an amount equal to the Obligations on terms unpaid accrued interest and premium thereon plus other reasonable amounts paid and unused commitments, and fees and expenses reasonably satisfactory to Administrative Agent; and (x) Indebtedness incurred by a Foreign Subsidiary; providedincurred, that no portion of in connection with such Indebtedness shall be guaranteed by, be recourse to, or otherwise obligate a Loan Party, or subject, directly or indirectly, contingently or otherwise any property or asset of a Loan Party to a Lien.refinanc

Indebtedness. No Loan Party willThe Borrower will not, nor and will it not permit any Restricted Subsidiary to, create, incur or suffer to exist Incur any Indebtedness, except: (a) Indebtedness created under existing on the Loan DocumentsEffective Date and set forth on Schedule 6.01 and any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; (bi) Indebtedness existing on created hereunder and under the date other Loan Documents, including any Indebtedness created under Section 2.20 or 2.21 hereof and set forth (ii) (A) any Credit Agreement Refinancing Indebtedness Incurred to Refinance (in Schedule 6.01whole or in part) such Indebtedness and Term Loan Exchange Notes and (B) any Permitted Refinancing Indebtedness to Refinance (in whole or in part) any such Credit Agreement Refinancing Indebtedness and Term Loan Exchange Notes; (c) Indebtedness of the Borrower to Holdings or any Subsidiary, Indebtedness Restricted Subsidiary and of any Restricted Subsidiary to the Borrower, Holdings or any other Subsidiary and Indebtedness of Holdings to the Borrower or any other Restricted Subsidiary; provided that (i) Indebtedness of any Restricted Subsidiary that is not a Subsidiary Loan Party owing to the Borrower or any Subsidiary Loan Party shall only be permitted subject to the extent permitted under Section 6.04 and (ii) Indebtedness of the Borrower or Holdings to any Restricted Subsidiary that is not a Loan Party and Indebtedness of any Subsidiary that is a Loan Party owing to any Subsidiary that is not a Loan Party shall be subordinated to evidenced by the Secured Obligations on terms reasonably satisfactory to the Administrative AgentIntercompany Subordinated Note; (d) Guarantees (i) by Holdings and the Subsidiaries that are Loan Parties of the Indebtedness of the Borrower described in clause and the Restricted Subsidiaries pursuant to Swap Agreements to the extent that, at the time entered into, such Swap Agreements were (ki) hereof, so long as the Guarantee of the Senior Subordinated Notes is subordinated substantially on terms as set forth in the Senior Subordinated Note Documents, (ii) by Holdings, ordinary course of business to hedge or mitigate risks to which the Borrower or any Restricted Subsidiary that is a Loan Party exposed in the conduct of its business or the management of its liabilities (including currency risks) or (ii) in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any Indebtedness interest-bearing liability or investment of the Borrower or any Subsidiary that is a Loan Party permitted to be incurred under this Agreement, (iii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a Loan Party to the extent such Guarantees are permitted by Section 6.04(u); provided that Guarantees by Holdings, the Borrower or any Subsidiary that is a Loan Party under this clause (d) of any other Indebtedness of a Person that is subordinated to other Indebtedness of such Person shall be expressly subordinated to the Obligations on terms at least as favorable to the Lenders as the Guarantee of the Senior Subordinated Notes is under the Senior Subordinated Note Documents, and (iv) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any real property lease obligations of the Borrower or any Subsidiary that is a Loan PartyRestricted Subsidiary; (e) Indebtedness Obligations in respect of any Loan Party incurred to finance the acquisition, construction, repair or improvement of any fixed or capital assets, including 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, Cash Management Services and extensions and renewals of any such Indebtedness in accordance with clause (g) hereof; provided that (i) such Indebtedness is incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e), when combined with the aggregate principal amount of all Capital Lease Obligations and Synthetic Lease Obligations incurred pursuant to clause (f) hereof, shall not exceed $25,000,000 at any time outstanding; provided, further that if requested by the Administrative Agent, the Loan Parties will use commercially reasonable efforts to cause the holder of such other Indebtedness in respect of any Real Estate owned netting services, automatic clearing house arrangements, employees’ credit or acquired by any Loan Party to enter into a Collateral Access Agreement providing for access purchase cards, overdraft protections and use similar arrangements and otherwise in connection with deposit accounts, in each case, incurred in the ordinary course of the applicable personal property located on such premises following the occurrence and during the continuance of an Event of Default on terms reasonably satisfactory to the Administrative Agentbusiness; (f) Capital Lease Obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (e) hereof, not in excess of $25,000,000 at any time outstanding; (gi) Indebtedness which represents an extension, refinancing, refunding, replacement or renewal constituting reimbursement obligations in respect of any bankers’ acceptance, bank guarantees, letters of credit, warehouse receipt or similar facilities entered into in the Indebtedness described ordinary course of business (including in clauses (b), (d), (g), (j)respect of workers compensation claims, or (k) hereof; provided that, (i) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, refunded, replaced or renewed, except by an amount equal to unpaid accrued interest and premium (including applicable prepayment penalties) thereon plus fees and expenses reasonably incurred in connection therewith, (ii) any Liens securing such Indebtedness are not extended to any additional property of any Loan Party, (iii) no Loan Party that is not originally obligated consistent with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing, refunding, replacement or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, refunded, replaced or renewed, (v) if the Indebtedness that is extended, refinanced, refunded, replaced or renewed was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the extension, refinancing, refunding, replacement or renewal Indebtedness must include subordination terms and conditions that are at least as favorable to the Lenders as those that were applicable to the extended, refinanced, refunded, replaced or renewed Indebtedness and (vi) with respect to any such extension, refinancing, refunding, replacement or renewal of the Senior Secured Term Loan Facility, such refinancing Indebtedness, if secured, is secured only by assets of the Loan Parties that constitute Collateral for the Obligations pursuant to a security agreement subject to the Intercreditor Agreement or another intercreditor agreement that is no less favorable to the Secured Parties, taken as a whole, than the Intercreditor Agreement; (h) Indebtedness owed to any Person providing workers’ compensationpast practice, 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, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance, pursuant ) and (ii) Indebtedness supported by Letters of Credit or other letters of credit under similar facilities in an amount not to reimbursement exceed the Stated Amount of such Letters of Credit or indemnification obligations to stated amount of such Person, in each case incurred in the ordinary course other letters of businesscredit under such similar facilities; (ig) Indebtedness of the Loan Parties in respect of contracts (including trade contracts and government contracts), statutory obligations, performance bonds, bid bonds, custom bonds, stay and appeal bonds, surety bonds, indemnity bonds, judgment bonds, performance and completion guarantees and return of money bonds and guarantees, financial assurances, bankers’ acceptance facilities and similar obligations, obligations or obligations in respect of letters of credit, bank acceptances or guarantees or similar instruments related thereto, in each case provided not in connection with the ordinary course borrowing of businessmoney, including those incurred to secure health, safety and environmental obligations; (ji) Indebtedness of any a Person that or Indebtedness attaching to assets of a Person that, in either case, becomes a Loan Party Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger, consolidation or amalgamation with such Person or any of its Subsidiaries) or Indebtedness attaching to assets that are acquired by the Borrower or any Restricted Subsidiary, in each case after the date hereof and Effective Date as the result of an Acquisition, Investment, similar transaction or Indebtedness acquired or assumed in connection with Permitted Acquisitionsof any Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary; provided that; (A) subject to Section 1.10, after giving pro forma effect thereto, no Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing; (B) as of the date that such Indebtedness exists at the time any such Person becomes a Loan Party Restricted Subsidiary (or at is a Restricted Subsidiary that survives a merger, consolidation or amalgamation with such a Person or any of its Subsidiaries) or the time of date that any such Permitted Acquisition and is not created in contemplation of or in connection therewith; (k) Indebtedness of the Borrower pursuant to (i) the Senior Subordinated Notes (and the exchange notes issued in exchange thereof) and agreements relating thereto in an original aggregate principal amount that is not in excess of $225,000,000 plus the amount of any interest that is paid-in-kind at any one time outstanding and (ii) the Senior Secured Term Loan Facility in an aggregate principal amount that is not in excess of $185,000,000; (l) other unsecured Indebtedness of assets are acquired by the Borrower or any Restricted Subsidiary in an and after giving pro forma effect thereto, the aggregate principal amount of Indebtedness then outstanding pursuant to this Section 6.01(h) does not exceeding $15,000,000 at any time outstanding;exceed, except as contemplated by the definition of “Permitted Refinancing Indebtedness”, the sum of (mI) Hedging Obligations of the Loan Parties pursuant to Hedge Agreements permitted by Section 6.07;Incremental Base Amount plus (nII) subject to Section 1.10, an aggregate amount such that, after giving pro forma effect to the Incurrence of any such Indebtedness consisting of promissory notes issued by any Loan Party and to current or former officerssuch Acquisition, directors and employeesInvestment, their respective estates, heirs, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings (similar transaction or any direct or indirect parent thereof) or of Specified Event to be consummated in connection therewith, the Borrower (following a Qualified Public Offering of and the Borrower) permitted by Section 6.08; (o) Indebtedness of the Loan Parties constituting indemnification obligations or obligations Restricted Subsidiaries shall be in respect of purchase price, earn-outs or other similar adjustments in connection with acquisitions, sales and dispositions permitted under this Agreement; (p) Indebtedness consisting of obligations of the Loan Parties under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions and Permitted Acquisitions or any other investment permitted hereunder; (q) cash management obligations of the Loan Parties and other Indebtedness of the Loan Parties in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts, in the ordinary course of business; (r) Indebtedness of the Loan Parties consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (s) Indebtedness incurred by a Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business; (t) Indebtedness supported by a Letter of Credit or a letter of credit issued pursuant to the Senior Secured Term Facility Agreement, in a principal amount not to exceed the face amount of such letter of credit; provided that with respect to Letters of Credit that support Indebtedness incurred by Foreign Subsidiaries, such Indebtedness shall only be permitted to the extent permitted under Section 6.04; (u) Subordinated Indebtedness of a Loan Party (i) constituting deferred purchase price of, or incurred to finance, Permitted Acquisitions in an aggregate principal amount not exceeding $75,000,000 at any time outstanding, or (ii) incurred to refinance or repay Indebtedness outstanding under the Senior Secured Term Loan Facility, including any incremental facilities provided for thereunder (or if no such Indebtedness is outstanding, any other long-term Indebtedness of the Borrower or any Subsidiary); (v) Other Indebtedness of a Loan Party created or incurred if the Fixed Charge Coverage Ratio as of the end of the most recently ended four-fiscal-quarter period immediately preceding the date on which such Indebtedness is created or incurred would have been at least 2.00 to 1.00, determined compliance on a pro forma basis (including a pro forma application with, at the option of the net proceeds therefrom)Borrower, either (1) a Consolidated Total Leverage Ratio, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date of such Incurrence, as if such Indebtedness had been incurred and the application of the proceeds therefrom Incurrence, Acquisition, Investment, similar transaction or any Specified Event had occurred at on the beginning first day of such four-quarter period; provided Test Period, that if is no greater than either (x) 5.50:1.00 or (y) the Indebtedness created Consolidated Total Leverage Ratio immediately prior to such Incurrence and such other transactions or incurred is to be used to finance the acquisition of any Person or assets, such Indebtedness shall be permitted regardless of whether the (2) a Consolidated Fixed Charge Coverage Ratio set forth above Ratio, as such ratio is met calculated as of the last day of the Test Period most recently ended on or prior to the date of such Incurrence, as if such Incurrence, Acquisition, similar transaction or Specified Event occurred on the Fixed Charge Coverage Ratio after giving effect to first day of such acquisition Test Period, of either (x) not less than 2.00:1.00 or merger is greater (y) not less than the Consolidated Fixed Charge Coverage Ratio immediately prior to giving effect to such acquisition or merger; provided, further, that any Indebtedness created or incurred in compliance with this clause (v) shall be permitted to exist regardless of whether the Fixed Charge Coverage Ratio is subsequently less than the ratio set forth aboveIncurrence and such other transactions; (w) Indebtedness incurred by Holdings and owed to the Permitted Holders in an aggregate outstanding principal amount not to exceed $75,000,000 at any time; provided that (A) interest on such Indebtedness is not payable in cash prior to the Maturity Date, (B) such Indebtedness does not mature and does not require any scheduled or mandatory prepayments prior to the date that is 180 days following the Maturity Date, (C) such Indebtedness is existed at the time such Person became a Subsidiary or at the time such assets were acquired and, in each case, was not secured and created in anticipation thereof; (D) such Indebtedness is subordinated not guaranteed in any respect by the Borrower or any Restricted Subsidiary (other than any such Person that so becomes a Restricted Subsidiary or is the survivor of a merger with such Person or any of its Subsidiaries) (except, for the avoidance of doubt, to the Obligations on terms reasonably satisfactory to Administrative Agentextent permitted by dollar for dollar usage of any other basket set forth in Section 6.01); and (E) (x) Indebtedness incurred by a Foreign Subsidiary; provided, that no portion the Equity Interests of such Person is pledged to the Administrative Agent to the extent required under Section 5.10 and Section 5.11 and (y) such Person executes a supplement to each applicable Security Document (or alternative guarantee and security arrangements in relation to the Secured Obligations) and a counterpart signature page to the Intercompany Subordinated Note, in each case to the extent required under Section 5.10 or Section 5.11, as applicable; provided that the requirements of this clause (E) shall not apply to any Indebtedness shall be guaranteed byof the type that could have been Incurred under Section 6.01(j); and (ii) any Permitted Refinancing Indebtedness Incurred to Refinance (in whole or in part) such Indebtedness; (i) Indebtedness of the Borrower or any Restricted Subsidiary Incurred to finance an Acquisition or similar Investment; provided that, (A) subject to Section 1.10, be recourse toafter giving pro forma effect thereto, no Event of Default under Section 7.01(a), (b), (h) or otherwise obligate a Loan Party(i) has occurred and is continuing; (B) as of the date of such Incurrence and after giving pro forma effect thereto, or subjectand the use of the proceeds thereof, directly or indirectlythe aggregate principal amount of Indebtedness then outstanding pursuant to this Section 6.01(i), contingently or otherwise any property or asset does not exceed, except as contemplated by the definition of a Loan Party to a Lien.“Permitted Refinancing Indebtedness”, the sum of (I) the Incremental Base Amount plus

Indebtedness. No Loan Party willCreate, nor will it permit any Subsidiary toincur, create, incur assume or suffer to exist any Indebtedness, except: (a) Indebtedness created of any Loan Party under the Loan Documents; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01; (c) Indebtedness of the Borrower to Holdings or any Subsidiary, Indebtedness of any Subsidiary to the Borrower, Holdings or any other Subsidiary and Indebtedness of Holdings to the Borrower or any Subsidiary; provided that (i) outstanding on the Original Closing Date and listed in Schedule 7.03(b) hereto and any refinancing thereof and (ii) intercompany Indebtedness outstanding on the Original Closing Date and any refinancing thereof, of which any amount owed by a Restricted Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness of any Loan Party shall only be permitted to the extent permitted under Section 6.04 and (ii) Indebtedness of the Borrower or Holdings owed to any Subsidiary that is not a Loan Party and Indebtedness of any Subsidiary that is a Loan Party to any Person or Restricted Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Secured Obligations on terms reasonably satisfactory pursuant to the Administrative Agentan Intercompany Note; (dc) Guarantees (i) by Holdings and the Subsidiaries that are Loan Parties of the Indebtedness of the Borrower described and any Restricted Subsidiary in clause (k) hereof, so long as the Guarantee respect of the Senior Subordinated Notes is subordinated substantially on terms as set forth in the Senior Subordinated Note Documents, (ii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any Indebtedness of the Borrower or any Restricted Subsidiary that is a Loan Party permitted to be incurred under this Agreement, (iii) by Holdings, of the Borrower or any Subsidiary that is a Loan Party of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a Loan Party to the extent such Guarantees are permitted by Section 6.04(u)hereunder; provided that Guarantees (A) no Guarantee by Holdings, the Borrower or any Restricted Subsidiary that is a Loan Party under this clause (d) of any other Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such guaranteeing party shall have also provided a Guarantee of a Person that the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to other Indebtedness of the Obligations, such Person Guarantee shall be expressly subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the Guarantee subordination of the Senior Subordinated Notes is under the Senior Subordinated Note Documents, and such Indebtedness; (ivd) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any real property lease obligations Indebtedness of the Borrower or any Restricted Subsidiary owing to any Loan Party or any other Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Restricted Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness of any Loan Party owed to any Person or Restricted Subsidiary that is not a Loan PartyParty shall be unsecured and subordinated to the Obligations pursuant to an Intercompany Note; (e) Attributable Indebtedness of any Loan Party incurred to finance the and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair repair, replacement, lease or improvement of any a fixed or capital assets, including asset incurred by the Borrower or 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 and renewals of any such Indebtedness in accordance with clause (g) hereof; provided that (i) such Indebtedness is incurred Restricted Subsidiary prior to or within one hundred eighty (180) 270 days after such acquisition or the completion of such constructionacquisition, repair lease or improvement of the applicable asset and any Permitted Refinancing thereof in an aggregate amount not to exceed the greater of $50,000,000 and 1.75% of Total Assets, in each case determined at the time of incurrence (iitogether with any Permitted Refinancings thereof) the aggregate principal amount of Indebtedness permitted by this clause (e), when combined with the aggregate principal amount of all Capital Lease Obligations and Synthetic Lease Obligations incurred pursuant to clause (f) hereof, shall not exceed $25,000,000 at any time outstanding; provided, further that if requested by the Administrative Agent, the Loan Parties will use commercially reasonable efforts to cause the holder outstanding and any Permitted Refinancing of such Indebtedness in respect of any Real Estate owned or acquired by any Loan Party to enter into a Collateral Access Agreement providing for access and use of the applicable personal property located on such premises following the occurrence and during the continuance of an Event of Default on terms reasonably satisfactory to the Administrative AgentAttributable Indebtedness; (f) Capital Lease Obligations Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Restricted Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (e) hereof, not in excess of $25,000,000 at any time outstandingfor speculative purposes and Guarantees thereof; (g) Indebtedness which represents an extension, refinancing, refunding, replacement or renewal of any of the Indebtedness described Borrower or any Restricted Subsidiary assumed in clauses (b), (d), (g), (j), or (k) hereofconnection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, and any Permitted Refinancing thereof; provided further that, (i) after giving pro forma effect to such Permitted Acquisition and the principal assumption of such Indebtedness, the aggregate amount (or accreted value, if applicable) thereof of such Indebtedness does not exceed (x) $50,000,000 at any time outstanding plus (y) any additional amount of such Indebtedness so long as the principal amount (or accreted valueTotal Leverage Ratio is no greater than 5.50:1.00 and, if applicable) of the Indebtedness so extended, refinanced, refunded, replaced or renewed, except by an amount equal to unpaid accrued interest and premium (including applicable prepayment penalties) thereon plus fees and expenses reasonably incurred in connection therewith, (ii) any Liens securing such Indebtedness are is secured, the Secured Leverage Ratio is no greater than 3.75:1.00, in each case determined on a Pro Forma Basis; provided that in the case of clause (y), any such Indebtedness incurred by a Restricted Subsidiary that is not extended to any additional property of any a Loan Party, (iii) no Loan Party together with any Indebtedness incurred by a Restricted Subsidiary that is not originally obligated with respect a Loan Party pursuant to repayment of such Indebtedness is required to become obligated with respect theretoSection 7.03(s), (iv) such extension, refinancing, refunding, replacement or renewal does not result exceed in a shortening the aggregate at any time outstanding the greater of $50,000,000 and 1.75% of Total Assets, in each case determined at the average weighted maturity time of the Indebtedness so extended, refinanced, refunded, replaced or renewed, (v) if the Indebtedness that is extended, refinanced, refunded, replaced or renewed was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the extension, refinancing, refunding, replacement or renewal Indebtedness must include subordination terms and conditions that are at least as favorable to the Lenders as those that were applicable to the extended, refinanced, refunded, replaced or renewed Indebtedness and (vi) with respect to any such extension, refinancing, refunding, replacement or renewal of the Senior Secured Term Loan Facility, such refinancing Indebtedness, if secured, is secured only by assets of the Loan Parties that constitute Collateral for the Obligations pursuant to a security agreement subject to the Intercreditor Agreement or another intercreditor agreement that is no less favorable to the Secured Parties, taken as a whole, than the Intercreditor Agreementincurrence; (h) Indebtedness owed representing deferred compensation to employees of the Borrower or any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case of its Restricted Subsidiaries incurred in the ordinary course of business; (i) Indebtedness of the Loan Parties in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations, or obligations in respect of letters of credit, bank acceptances or guarantees or similar instruments related thereto, in each case provided in the ordinary course of business; (j) Indebtedness of any Person that becomes a Loan Party after the date hereof and Indebtedness acquired or assumed in connection with Permitted Acquisitions; provided that such Indebtedness exists at the time such Person becomes a Loan Party or at the time of such Permitted Acquisition and is not created in contemplation of or in connection therewith; (k) Indebtedness of the Borrower pursuant to (i) the Senior Subordinated Notes (and the exchange notes issued in exchange thereof) and agreements relating thereto in an original aggregate principal amount that is not in excess of $225,000,000 plus the amount of any interest that is paid-in-kind at any one time outstanding and (ii) the Senior Secured Term Loan Facility in an aggregate principal amount that is not in excess of $185,000,000; (l) other unsecured Indebtedness of the Borrower or any Subsidiary in an aggregate principal amount not exceeding $15,000,000 at any time outstanding; (m) Hedging Obligations of the Loan Parties pursuant to Hedge Agreements permitted by Section 6.07; (n) Indebtedness consisting of promissory notes issued by the Borrower or any Loan Party of its Restricted Subsidiaries to current or former officers, managers, consultants, directors and employees, their respective estates, heirs, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings (the Borrower or any direct or indirect parent thereof) or of the Borrower (following a Qualified Public Offering of the Borrower) permitted by Section 6.087.06; (oj) Indebtedness incurred by the Borrower or any of the Loan Parties its Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price, earn-outs price (including earnouts) or other similar adjustments in connection with acquisitions, sales and dispositions permitted under this Agreementadjustments; (pk) Indebtedness consisting of obligations of the Loan Parties Borrower or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions Transactions, and Permitted Acquisitions or any other investment Investment expressly permitted hereunder; (ql) cash management obligations of the Loan Parties Cash Management Obligations and other Indebtedness of the Loan Parties in respect of netting services, automatic clearinghouse arrangements, overdraft protections protections, employee credit card programs and other cash management and similar arrangements in each case in connection with deposit accounts, in the ordinary course of businessbusiness and any Guarantees thereof; (rm) Indebtedness in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of $100,000,000 and 3.75% of Total Assets; provided that the aggregate principal amount of Indebtedness outstanding in reliance on this clause (m) in respect of which the primary obligor or a guarantor is a Restricted Subsidiary that is not a Loan Parties Party shall not exceed in the aggregate at any time outstanding the greater of $50,000,000 and 1.75% of Total Assets, in each case determined at the time of incurrence; (n) Indebtedness consisting of (xa) the financing of insurance premiums or (yb) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (so) Indebtedness incurred by a Loan Party the Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances 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; (tp) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Restricted 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 or consistent with past practice; (q) Indebtedness in respect of the (x) Unsecured High Yield Notes (including any guarantees by the Guarantors thereof) and Permitted Refinancing thereof and (y) Secured High Yield Notes (including any guarantees by the Guarantors thereof) and Permitted Refinancing thereof; (r) Indebtedness supported by a Letter of Credit or a letter of credit issued pursuant to the Senior Secured Term Facility AgreementCredit, in a principal amount not to exceed the face amount of such letter Letter of credit; provided that with respect to Letters of Credit; (s) Permitted Ratio Debt and any Permitted Refinancing thereof; (t) Credit that support Indebtedness incurred by Foreign Subsidiaries, such Indebtedness shall only be permitted to the extent permitted under Section 6.04Agreement Refinancing Indebtedness; (u) Subordinated Indebtedness of a Loan Party (i) constituting deferred purchase price of, or incurred to finance, Permitted Acquisitions in an aggregate principal amount not exceeding $75,000,000 at any time outstanding, or (ii) incurred to refinance or repay Indebtedness outstanding under the Senior Secured Term Loan Facility, including any incremental facilities provided for thereunder (or if no such Indebtedness is outstanding, any other long-term Indebtedness of the Borrower or any Subsidiary); (v) Other Indebtedness of a Loan Party created or incurred if the Fixed Charge Coverage Ratio as of the end of the most recently ended four-fiscal-quarter period immediately preceding the date on which such Indebtedness is created or incurred would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; provided that if the Indebtedness created or incurred is to be used to finance the acquisition of any Person or assets, such Indebtedness shall be permitted regardless of whether the Fixed Charge Coverage Ratio set forth above is met if the Fixed Charge Coverage Ratio after giving effect to such acquisition or merger is greater than the Fixed Charge Coverage Ratio immediately prior to such acquisition or merger; provided, further, that any Indebtedness created or incurred in compliance with this clause (v) shall be permitted to exist regardless of whether the Fixed Charge Coverage Ratio is subsequently less than the ratio set forth above; (w) Indebtedness incurred by Holdings and owed to the Permitted Holders in an aggregate outstanding principal amount not to exceed $75,000,000 at any time; provided that (A) interest on such Indebtedness is not payable in cash prior to the Maturity Date, (B) such Indebtedness does not mature and does not require any scheduled or mandatory prepayments prior to the date that is 180 days following the Maturity Date, (C) such Indebtedness is not secured and (D) such Indebtedness is subordinated to the Obligations on terms reasonably satisfactory to Administrative Agent; and (x) Indebtedness incurred by a Foreign Subsidiary which, when aggregated with the principal amount of all other Indebtedness incurred pursuant to this clause (u) and then outstanding, does not exceed the greater of $50,000,000 and 10.0% of Total Assets (excluding, solely when calculating Total Assets for purposes of this Section 7.3(u), the assets of any Person that is not a Foreign Subsidiary), in each case determined at the time of incurrence; (v) Indebtedness incurred by a Securitization Subsidiary in a Qualified Securitization Financing that is not recourse (except for Standard Securitization Undertakings and Limited Originator Recourse) to the Borrower or any of the Restricted Subsidiaries; providedand (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v) above. For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that no portion if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount of fees, underwriting discounts, premiums (including tender premiums) and other costs and expenses (including OID) incurred in connection with such refinancing. The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be guaranteed by, the principal amount thereof that would be recourse to, or otherwise obligate shown on a Loan Party, or subject, directly or indirectly, contingently or otherwise any property or asset balance sheet of a Loan Party to a Lienthe Borrower dated such date prepared in accordance with GAAP.

Indebtedness. No Loan Party willCreate, nor will it permit any Subsidiary toincur, create, incur assume or suffer to exist any Indebtedness, except: (a) Indebtedness created of Holdings, the Company and any of its Subsidiaries under the Loan Documents; (b) (i)(x) Indebtedness existing outstanding on the date hereof and set forth listed on Schedule 7.03(b) and (y) any Permitted Refinancing thereof (to the extent (A) such Permitted Refinancing is incurred by the Person who is the obligor of the Indebtedness subject to such Permitted Refinancing, (B) such Permitted Refinancing, if incurred by a Person who is not a Loan Party, is in Schedule 6.01respect of Indebtedness originally incurred by a Person who is not a Loan Party, or (C) such incurrence is otherwise permitted under this Section 7.03) and (ii) intercompany Indebtedness outstanding on the Closing Date; (c) Indebtedness of the Borrower to Holdings or any Subsidiary, Indebtedness of any Subsidiary to the Borrower, Holdings or any other Subsidiary and Indebtedness of Holdings to the Borrower or any Subsidiary; provided that (i) Indebtedness of any Subsidiary that is not a Loan Party to any Loan Party shall only be permitted to the extent permitted under Section 6.04 and (ii) Indebtedness of the Borrower or Holdings to any Subsidiary that is not a Loan Party and Indebtedness of any Subsidiary that is a Loan Party to any Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent; (d) Guarantees (i) by Holdings and the Subsidiaries that are Loan Parties of the Indebtedness of the Borrower described in clause (k) hereof, so long as the Guarantee of the Senior Subordinated Notes is subordinated substantially on terms as set forth in the Senior Subordinated Note Documents, (ii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any Indebtedness of Company and the Borrower or any Subsidiary that is a Loan Party permitted to be incurred under this Agreement, (iii) by Holdings, the Borrower or any Subsidiary that is a Loan Party Restricted Subsidiaries in respect of Indebtedness otherwise permitted hereunder of the Company or any Restricted Subsidiary that is not a Loan Party to the extent such Guarantees are constituting an Investment permitted by under Section 6.04(u)7.02; provided that Guarantees (A) no Guarantee by Holdings, any Restricted Subsidiary of the Borrower Senior Subordinated Notes or any other Junior Financing shall be permitted unless such Restricted Subsidiary that is shall have also provided a Loan Party under this clause Guarantee of the Obligations substantially on the terms set forth in the Guarantee and Security Agreement, (dB) of any other if the Indebtedness of a Person that being Guaranteed is subordinated to other Indebtedness of the Obligations, such Person Guarantee shall be expressly subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as (in the Guarantee reasonable good faith determination of the Senior Subordinated Notes is under Company) as those contained in the Senior Subordinated Note Documents, subordination of such Indebtedness and (ivC) by Holdings, the Borrower or any a Loan Party may not Guarantee Indebtedness of a Restricted Subsidiary that is not a Loan Party of any real property lease obligations unless such Loan Party could have incurred such Indebtedness or such Guarantee is subordinated to the Obligations on the terms set forth in Section 5.1(b) of the Borrower or any Subsidiary that is a Loan PartyGuarantee and Security Agreement; (ed) Indebtedness of the Company or any Restricted Subsidiary owing to the Company or any other Restricted Subsidiary to the extent constituting an Investment permitted by Section 7.02; provided that, all such Indebtedness of any Loan Party incurred owed to finance any Person that is not a Loan Party shall be subject to the subordination terms set forth in Section 5.1(b) of the Guarantee and Security Agreement; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing the acquisition, construction, repair repair, replacement or improvement of any fixed or capital assets; provided that such Indebtedness is incurred concurrently with or within two hundred and seventy (270) days after the applicable acquisition, including construction, repair, replacement or improvement, and (ii) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clause (i); provided that the aggregate principal amount of all Indebtedness permitted under this Section 7.03(e) shall not exceed $50,000,000 at any time outstanding; (f) Indebtedness in respect of Swap Contracts incurred in the ordinary course of business and not for speculative purposes; (g) Indebtedness of the Company or any Restricted Subsidiary (i) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition or (ii) incurred to finance a Permitted Acquisition, in each case, that is secured only by the acquisition of any such assets or secured business (including any Equity Interests) acquired in the applicable Permitted Acquisition and so long as both immediately prior and after giving effect thereto, (A) no Event of Default shall exist or result therefrom, (B) the Company and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.10, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Indebtedness had been assumed or incurred as of the first day of the fiscal period covered thereby and evidenced by a Lien on any certificate from the Chief Financial Officer of the Company demonstrating such assets prior to compliance calculation in reasonable detail, (C) the acquisition thereof, and extensions and renewals aggregate principal amount of any such Indebtedness in accordance with clause and all Indebtedness resulting from any Permitted Refinancing thereof at any time outstanding pursuant to this paragraph (g) hereof; provided that (itogether with the aggregate principal amount of Indebtedness incurred pursuant to Section 7.03(h)(y)) such Indebtedness is incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such constructiondoes not exceed $150,000,000, repair or improvement and (iiD) the aggregate principal amount of Indebtedness permitted by pursuant to this clause (eg) and clause (h) below assumed by Restricted Subsidiaries that are not Loan Parties in connection with or incurred by Restricted Subsidiaries that are not Loan Parties to finance Permitted Acquisitions of Persons that do not become Loan Parties and all Indebtedness resulting from any Permitted Refinancing thereof shall not exceed (I) with respect to any such Permitted Acquisition, 65% of the aggregate amount of consideration paid in respect thereof pursuant to Section 7.02(i)(B), and (II) with respect to all such Permitted Acquisitions, (a) $175,000,000 for the period from the Closing Date to the first anniversary of the Closing Date, (b) $200,000,000 for the period from the Closing Date to the second anniversary of the Closing Date and (c) $250,000,000 for the period from the Closing Date to the Maturity Date with respect to the Term Loans; (h) (i) Indebtedness of the Company and the Restricted Subsidiaries (A) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, or (B) incurred to finance a Permitted Acquisition and (ii) any Permitted Refinancing of the foregoing; provided, in each case that such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof (t) is unsecured, (u) both immediately prior and after giving effect thereto, (1) no Event of Default shall exist or result therefrom and (2) the Company and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.10, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Indebtedness had been assumed or incurred as of the first day of the fiscal period covered thereby and evidenced by a certificate from the Chief Financial Officer of the Company demonstrating such compliance calculation in reasonable detail, (v) subject to clause (y) below, matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the Maturity Date of the Term Loans (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemptions provisions satisfying the requirement of clause (w) hereof), (w) subject to clause (y) below, has terms and conditions (other than interest rate and other pricing terms, redemption and prepayment premiums and subordination terms) which, when combined taken as a whole, are not materially less favorable to the Lenders (in the reasonable good faith determination of the Company) than the terms and conditions of the Senior Subordinated Note Indenture as of the Closing Date; provided that the Company shall deliver to the Administrative Agent, at least five Business Days prior to the incurrence of such Indebtedness, a certificate of a Responsible Officer, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Company has determined in good faith that such terms and conditions satisfy the foregoing requirement; (x) subject to clause (y) below, with respect to such Indebtedness described in the immediately preceding clause (B), is incurred by the Company or a Subsidiary that is a Loan Party; (y) the aggregate principal amount of such Indebtedness incurred pursuant to clause (B) and all Indebtedness resulting from any Permitted Refinancing thereof, in each case which Indebtedness or Refinancing Indebtedness would otherwise not be permitted by clauses (v), (w) or (x) above, at any time outstanding pursuant to this paragraph (h) (together with the aggregate principal amount of all Capital Lease Obligations and Synthetic Lease Obligations Indebtedness incurred pursuant to clause (fSection 7.03(g) hereof, shall and all Indebtedness resulting from any Permitted Refinancing thereof) does not exceed $25,000,000 at any time outstanding; provided150,000,000, further that if requested by the Administrative Agent, the Loan Parties will use commercially reasonable efforts to cause the holder of such Indebtedness in respect of any Real Estate owned or acquired by any Loan Party to enter into a Collateral Access Agreement providing for access and use of the applicable personal property located on such premises following the occurrence and during the continuance of an Event of Default on terms reasonably satisfactory to the Administrative Agent; (fz) Capital Lease Obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (e) hereof, not in excess of $25,000,000 at any time outstanding; (g) above and this clause (h) assumed by Restricted Subsidiaries that are not Loan Parties in connection with or incurred by Restricted Subsidiaries that are not Loan Parties to finance Permitted Acquisitions of Persons that do not become Loan Parties and all Indebtedness which represents an extension, refinancing, refunding, replacement or renewal of resulting from any of the Indebtedness described in clauses (b), (d), (g), (j), or (k) hereof; provided that, (i) the principal amount (or accreted value, if applicable) Permitted Refinancing thereof does shall not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, refunded, replaced or renewed, except by an amount equal to unpaid accrued interest and premium (including applicable prepayment penalties) thereon plus fees and expenses reasonably incurred in connection therewith, (ii) any Liens securing such Indebtedness are not extended to any additional property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing, refunding, replacement or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, refunded, replaced or renewed, (v) if the Indebtedness that is extended, refinanced, refunded, replaced or renewed was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the extension, refinancing, refunding, replacement or renewal Indebtedness must include subordination terms and conditions that are at least as favorable to the Lenders as those that were applicable to the extended, refinanced, refunded, replaced or renewed Indebtedness and (viI) with respect to any such extensionPermitted Acquisition, refinancing, refunding, replacement or renewal 65% of the Senior Secured Term Loan Facilityaggregate amount of consideration paid in respect thereof pursuant to Section 7.02(i)(B), and (II) with respect to all such refinancing IndebtednessPermitted Acquisitions, if secured, is secured only by assets (a) $175,000,000 for the period from the Closing Date to the first anniversary of the Loan Parties that constitute Collateral Closing Date, (b) $200,000,000 for the Obligations pursuant to a security agreement subject period from the Closing Date to the Intercreditor Agreement or another intercreditor agreement that is no less favorable second anniversary of the Closing Date and (c) $250,000,000 for the period from the Closing Date to the Secured Parties, taken as a whole, than Maturity Date with respect to the Intercreditor AgreementTerm Loans; (hi) Indebtedness owed representing deferred compensation to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case employees of the Company and the Restricted Subsidiaries incurred in the ordinary course of business; (i) Indebtedness of the Loan Parties in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations, or obligations in respect of letters of credit, bank acceptances or guarantees or similar instruments related thereto, in each case provided in the ordinary course of business; (j) Indebtedness of any Person that becomes a Loan Party after the date hereof and Indebtedness acquired or assumed in connection with Permitted Acquisitions; provided that such Indebtedness exists at the time such Person becomes a Loan Party or at the time of such Permitted Acquisition and is not created in contemplation of or in connection therewith; (k) Indebtedness of the Borrower pursuant to (i) the Senior Subordinated Notes (and the exchange notes issued in exchange thereof) and agreements relating thereto in an original aggregate principal amount that is not in excess of $225,000,000 plus the amount of any interest that is paid-in-kind at any one time outstanding and (ii) the Senior Secured Term Loan Facility in an aggregate principal amount that is not in excess of $185,000,000; (l) other unsecured Indebtedness of the Borrower or any Subsidiary in an aggregate principal amount not exceeding $15,000,000 at any time outstanding; (m) Hedging Obligations of the Loan Parties pursuant to Hedge Agreements permitted by Section 6.07; (n) Indebtedness consisting of promissory notes issued by any Loan Party to current or former officers, directors and employees, their respective estates, heirs, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings (or any direct or indirect parent thereof) or of the Borrower (following a Qualified Public Offering of the Borrower) permitted by Section 6.087.06; (ok) Indebtedness of incurred by the Loan Parties Company or the Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case constituting indemnification obligations or obligations in respect of purchase price, earn-outs price or other similar adjustments in connection with acquisitions, sales and dispositions permitted under this Agreementadjustments; (pl) Indebtedness consisting of (i) obligations of Holdings, the Loan Parties Company or the Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions Transaction and Permitted Acquisitions or any other investment Investment expressly permitted hereunderhereunder or (ii) unsecured Indebtedness at any time outstanding that is owed to the seller of a business in a Permitted Acquisition to the extent constituting consideration for such Permitted Acquisition, provided that (x) such Indebtedness shall not mature or amortize any principal prior to the date that is 91 days after the Maturity Date with respect to the Term Loans, (y) unless, as of the last day of the immediately preceding Test Period (after giving Pro Forma Effect to the incurrence of such Indebtedness) the Total Leverage Ratio is less than 4.00:1.00, the aggregate amount of such Indebtedness shall not exceed $25,000,000 outstanding at any time and (z) such Indebtedness shall not be incurred in contemplation of the transfer by such seller to one or more financial institutions; (qm) cash management obligations of the Loan Parties Cash Management Obligations and other Indebtedness of the Loan Parties in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts, accounts incurred in the ordinary course of businessbusiness in connection with cash management activities; (rn) Indebtedness of the Loan Parties in an aggregate principal amount not to exceed $200,000,000 at any time outstanding; (o) Indebtedness consisting of (xa) the financing of insurance premiums with the providers of such insurance or their affiliates or (yb) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (sp) Indebtedness incurred by a Loan Party the Company or any of the Restricted Subsidiaries 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 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; (tq) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Company or any of the Restricted 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 or consistent with past practice; (r) Indebtedness supported by a Letter of Credit or a letter of credit issued pursuant to the Senior Secured Term Facility AgreementCredit, in a principal amount not to exceed the face amount of such letter Letter of credit; provided that with respect to Letters of Credit that support Indebtedness incurred by Foreign Subsidiaries, such Indebtedness shall only be permitted Credit; (s) any Existing Notes not tendered and purchased on the Closing Date pursuant to the extent permitted under Section 6.04Existing Note Indenture; (t) Indebtedness in respect of the Senior Subordinated Notes and any Permitted Refinancing thereof; (u) Subordinated Indebtedness of a Loan Party (i) constituting deferred purchase price of, or incurred to finance, Permitted Acquisitions in an aggregate principal amount not exceeding $75,000,000 at any time outstanding, or (ii) incurred to refinance or repay Indebtedness outstanding under the Senior Secured Term Loan Facility, including any incremental facilities provided for thereunder (or if no such Indebtedness is outstanding, any other long-term Indebtedness of the Borrower or any Subsidiary)Foreign Jurisdiction Deposits; (v) Other Indebtedness of a Loan Party created Holdings represented by the obligations of Holdings to make payments with respect to the cancellation or incurred if the Fixed Charge Coverage Ratio as repurchase of the end its common stock or stock options or warrants in respect of the most recently ended four-fiscal-quarter period immediately preceding the date on which such Indebtedness is created or incurred would have been at least 2.00 its common stock granted to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred and the application of the proceeds therefrom had occurred at the beginning of such four-quarter periodmanagement investors; provided that if the Indebtedness created or incurred is any payments with respect to be used to finance the acquisition of any Person or assets, such Indebtedness obligations shall be permitted regardless of whether the Fixed Charge Coverage Ratio set forth above is met if the Fixed Charge Coverage Ratio after giving effect subject to such acquisition or merger is greater than the Fixed Charge Coverage Ratio immediately prior to such acquisition or merger; provided, further, that any Indebtedness created or incurred in compliance with this clause (v) shall be permitted to exist regardless of whether the Fixed Charge Coverage Ratio is subsequently less than the ratio set forth aboveSection 7.06; (w) Indebtedness incurred by Holdings and owed to the Permitted Holders in extent constituting Indebtedness, judgments, decrees, attachments or awards not constituting an aggregate outstanding principal amount not to exceed $75,000,000 at any time; provided that Event of Default under Section 8.01(h); (Ax) interest on such Indebtedness is not payable in cash prior to the Maturity Dateextent constituting Indebtedness, Indebtedness in respect of the Holdings PIK Preferred; (y) Indebtedness resulting from an Investment permitted by clauses (e)(i), (Bm) such Indebtedness does not mature and does not require any scheduled or mandatory prepayments prior to the date that is 180 days following the Maturity Date, (Cp) such Indebtedness is not secured and (D) such Indebtedness is subordinated to the Obligations on terms reasonably satisfactory to Administrative Agentof Section 7.02; and (xz) Indebtedness incurred by a Foreign Subsidiary; providedall premiums (if any), that no portion of such Indebtedness shall be guaranteed byinterest (including post-petition interest), be recourse tofees, expenses, charges and additional or otherwise obligate a Loan Party, or subject, directly or indirectly, contingently or otherwise any property or asset of a Loan Party to a Liencontingent interest on obligations described in clauses (a) through (y) above.

Indebtedness. No Loan Party willCreate, nor will it permit any Subsidiary toincur, create, incur assume or suffer to exist any IndebtednessIndebtedness or issue any Disqualified Equity Interest, exceptother than: (a) Indebtedness created under the Loan Documents; (b) (i) Indebtedness existing on the date hereof and set forth in on Schedule 6.019.3(b) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the date hereof; provided that all such Indebtedness of any Loan Party owed to any Non-Loan Party shall be subject to the Intercompany Subordination Agreement; (ci) Guarantees by the Borrower and the Restricted Subsidiaries in respect of Indebtedness of the Borrower to Holdings or any Subsidiary, Indebtedness of any Subsidiary to the Borrower, Holdings or any other Subsidiary and Indebtedness of Holdings to the Borrower or any Subsidiary; provided Restricted Subsidiaries otherwise permitted hereunder (except that (i) Indebtedness of any a Restricted Subsidiary that is not a Loan Party to may not, by virtue of this Section 9.3(c), Guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 9.3); provided that (A) no Guarantee by any Loan Party Restricted Subsidiary of any Junior Financing shall only be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the Guaranty, and (B) if the Indebtedness being Guaranteed is subordinated to the extent permitted under Section 6.04 and (ii) Indebtedness of the Borrower or Holdings to any Subsidiary that is not a Loan Party and Indebtedness of any Subsidiary that is a Loan Party to any Subsidiary that is not a Loan Party Obligations, such Guarantee shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent; (d) Guarantees (i) by Holdings and the Subsidiaries that are Loan Parties of the Indebtedness of the Borrower described in clause (k) hereof, so long as the Guarantee of the Senior Subordinated Notes is subordinated substantially on terms as set forth in the Senior Subordinated Note Documents, (ii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any Indebtedness of the Borrower or any Subsidiary that is a Loan Party permitted to be incurred under this Agreement, (iii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a Loan Party to the extent such Guarantees are permitted by Section 6.04(u); provided that Guarantees by Holdings, the Borrower or any Subsidiary that is a Loan Party under this clause (d) of any other Indebtedness of a Person that is subordinated to other Indebtedness of such Person shall be expressly subordinated to the Obligations Guaranty on terms at least as favorable to the Lenders as those contained in the Guarantee subordination of the Senior Subordinated Notes is under the Senior Subordinated Note Documentssuch Indebtedness, and (ivii) any Guaranty by Holdings, the Borrower or any Subsidiary that is a Loan Party of any real property lease obligations Indebtedness of a Restricted Subsidiary that would have been permitted as an Investment by such Loan Party in such Restricted Subsidiary under Section 9.2(c); (d) Indebtedness of the Borrower or any Subsidiary that is a Loan Party; (e) Indebtedness of any Loan Party incurred to finance the acquisition, construction, repair or improvement of any fixed or capital assets, including any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior Restricted Subsidiaries owing to the acquisition thereof, and extensions and renewals of Borrower or any such Indebtedness in accordance with clause (g) hereofother Restricted Subsidiary to the extent constituting an Investment permitted by Section 9.2; provided that (i) all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party shall be subject to the Intercompany Subordination Agreement and (ii) in the event of any such Indebtedness in respect of the sale, transfer or assignment of Current Asset Collateral, such Indebtedness shall be duly noted on the books and records of the Loan Parties as being owing in respect of Current Asset Collateral; (e) (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) of the Borrower and the Restricted Subsidiaries financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred prior to concurrently with or within one two hundred eighty and seventy (180270) days after such acquisition or the completion of such applicable acquisition, construction, repair repair, replacement or improvement and (ii) Attributable Indebtedness arising out of sale-leaseback transactions, and, in each case, any Permitted Refinancing thereof; provided that the aggregate principal amount of Indebtedness permitted by at any one time outstanding incurred pursuant to this clause (e), when combined with the aggregate principal amount of all Capital Lease Obligations and Synthetic Lease Obligations incurred pursuant to clause (f) hereof, shall not exceed the greater of $25,000,000 50,000,000 and 1.75% of Total Assets, in each case determined at any the time outstanding; provided, further that if requested by the Administrative Agent, the Loan Parties will use commercially reasonable efforts to cause the holder of such Indebtedness in respect of any Real Estate owned or acquired by any Loan Party to enter into a Collateral Access Agreement providing for access and use of the applicable personal property located on such premises following the occurrence and during the continuance of an Event of Default on terms reasonably satisfactory to the Administrative Agentincurrence; (f) Capital Lease Obligations Indebtedness in respect of Swap Contracts designed to hedge against Holdings’, the Borrower’s or any Restricted Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (e) hereof, not in excess of $25,000,000 at any time outstandingfor speculative purposes and Guarantees thereof; (g) Indebtedness which represents an extension, refinancing, refunding, replacement or renewal of any representing deferred compensation to employees of the Indebtedness described in clauses (b), (d), (g), (j), or (k) hereof; provided that, (i) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, refunded, replaced or renewed, except by an amount equal to unpaid accrued interest Borrower and premium (including applicable prepayment penalties) thereon plus fees and expenses reasonably incurred in connection therewith, (ii) any Liens securing such Indebtedness are not extended to any additional property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing, refunding, replacement or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, refunded, replaced or renewed, (v) if the Indebtedness that is extended, refinanced, refunded, replaced or renewed was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the extension, refinancing, refunding, replacement or renewal Indebtedness must include subordination terms and conditions that are at least as favorable to the Lenders as those that were applicable to the extended, refinanced, refunded, replaced or renewed Indebtedness and (vi) with respect to any such extension, refinancing, refunding, replacement or renewal of the Senior Secured Term Loan Facility, such refinancing Indebtedness, if secured, is secured only by assets of the Loan Parties that constitute Collateral for the Obligations pursuant to a security agreement subject to the Intercreditor Agreement or another intercreditor agreement that is no less favorable to the Secured Parties, taken as a whole, than the Intercreditor Agreement; (h) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case its Subsidiaries incurred in the ordinary course of business; (ih) Indebtedness of the Loan Parties in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations, or obligations in respect of letters of credit, bank acceptances or guarantees or similar instruments related thereto, in each case provided in the ordinary course of business; (j) Indebtedness of any Person that becomes a Loan Party after the date hereof and Indebtedness acquired or assumed in connection with Permitted Acquisitions; provided that such Indebtedness exists at the time such Person becomes a Loan Party or at the time of such Permitted Acquisition and is not created in contemplation of or in connection therewith; (k) Indebtedness of the Borrower pursuant to (i) the Senior Subordinated Notes (and the exchange notes issued in exchange thereof) and agreements relating thereto in an original aggregate principal amount that is not in excess of $225,000,000 plus the amount of any interest that is paid-in-kind at any one time outstanding and (ii) the Senior Secured Term Loan Facility in an aggregate principal amount that is not in excess of $185,000,000; (l) other unsecured Indebtedness of the Borrower or any Subsidiary in an aggregate principal amount not exceeding $15,000,000 at any time outstanding; (m) Hedging Obligations of the Loan Parties pursuant to Hedge Agreements permitted by Section 6.07; (n) Indebtedness consisting of promissory notes issued by any Loan Party to current or former officers, directors directors, managers, consultants and employees, their respective estates, heirs, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings (or any direct or indirect parent thereof) or of the Borrower (following a Qualified Public Offering of the Borrower) permitted by Section 6.089.6; (oi) Indebtedness incurred by the Borrower or any of the Loan Parties Restricted Subsidiaries in a Permitted Acquisition, 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, price (including earn-outs outs) or other similar adjustments in connection with acquisitions, sales and dispositions permitted under this Agreementadjustments; (pj) Indebtedness consisting of obligations of the Loan Parties Borrower and the Restricted Subsidiaries under deferred compensation or other similar arrangements with employees incurred by such Person in connection with the Transactions Transaction and Permitted Acquisitions or any other investment Investment expressly permitted hereunder; (qk) cash management obligations of the Loan Parties Cash Management Obligations and other Indebtedness of the Loan Parties in respect of netting services, automatic clearinghouse arrangements, overdraft protections protections, employee credit card programs and other cash management and similar arrangements in each case in connection with deposit accounts, in the ordinary course of businessbusiness and any Guarantees thereof; (rl) Indebtedness of the Borrower and the Restricted Subsidiaries in an aggregate principal amount at any time outstanding not to exceed the greater of $100,000,000 and 3.25% of Total Assets, in each case determined at the time of incurrence; provided that a maximum of the greater of $25,000,000 and 1.00% of Total Assets in aggregate principal amount of such Indebtedness may be incurred by Non-Loan Parties Parties, in each case determined at the time of incurrence; (m) Indebtedness consisting of (xi) the financing of insurance premiums or (yii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (sn) Indebtedness incurred by a Loan Party the Borrower or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of businessbusiness consistent with past practice 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; (to) Indebtedness supported obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by a Letter the Borrower or any of Credit the Restricted Subsidiaries or a letter obligations in respect of credit issued pursuant to the Senior Secured Term Facility Agreementletters of credit, bank guarantees or similar instruments related thereto, in a principal amount not to exceed each case in the face amount ordinary course of such letter of credit; provided that business or consistent with respect to Letters of Credit that support Indebtedness incurred by Foreign Subsidiaries, such Indebtedness shall only be permitted to the extent permitted under Section 6.04past practice; (u) Subordinated Indebtedness of a Loan Party (i) constituting deferred purchase price of, or incurred to finance, Permitted Acquisitions Indebtedness in an aggregate principal amount not exceeding to exceed $75,000,000 1,475,000,000 at any time outstanding, or outstanding under the Term Facility and (ii) the amount of obligations in respect of (ii)(A) obligations under Secured Hedge Agreements and (B) Cash Management Obligations (in the case of each of the foregoing clauses (A) and (B), as defined in the Term Facility Credit Agreement) at any time outstanding and not incurred to refinance or repay in violation of Section 9.3(f), in each case and, in respect of clauses (i) and (ii), any Permitted Refinancing thereof; (i) Indebtedness outstanding under in respect of the Senior Secured Term Loan Facility, Notes (including any incremental facilities provided for thereunder guarantees thereof) and (or if no such ii) any Permitted Refinancing thereof; (r) Indebtedness is incurred by a Foreign Subsidiary which, when aggregated with the principal amount of all other Indebtedness incurred pursuant to this clause (r) and then outstanding, any does not exceed $25,000,000; (i) other long-term unsecured Indebtedness of the Borrower or any Restricted Subsidiary, so long as (A) the Payment Conditions shall have been satisfied after giving effect thereto and (B) the maturity date and Weighted Average Life to Maturity of such Indebtedness is at least six (6) months after the Latest Maturity Date at the time of incurrence of such Indebtedness and (ii) other Indebtedness that is secured and subordinated, provided that such Indebtedness (A) is not secured by any Current Asset Collateral, (B) is subject to an intercreditor agreement containing terms that are at least as favorable to the Secured Parties as those contained in the Intercreditor Agreement and (C) has a maturity date and Weighted Average Life to Maturity that is at least six (6) months after the Latest Maturity Date at the time of incurrence of such Indebtedness (and any Permitted Refinancing thereof); (t) [reserved]; (u) Indebtedness in respect of letters of credit issued for the account of any of the Subsidiaries of Holdings to finance the purchase of Inventory so long as (x) such Indebtedness is unsecured and (y) the aggregate principal amount of such Indebtedness does not exceed $50,000,000 at any time; (v) Other Indebtedness (i) of any Person that becomes a Restricted Subsidiary after the date hereof, which Indebtedness is existing at the time such Person becomes a Restricted Subsidiary and is not incurred in contemplation of such Person becoming a Restricted Subsidiary that is non-recourse to the Borrower, Holdings or any other Restricted Subsidiary (other than any Subsidiary of such Person that is a Subsidiary on the date such Person becomes a Restricted Subsidiary after the date hereof) and is either (A) unsecured or (B) secured only by the assets of such Restricted Subsidiary by Liens permitted under Section 9.1(p) and, in each case, any Permitted Refinancing thereof, and (ii) of the Borrower or any Restricted Subsidiary incurred or assumed in connection with any Permitted Acquisition that is secured only by Liens permitted under Section 9.1(p) (and any Permitted Refinancing of the foregoing) and so long as the aggregate principal amount of such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof at any time outstanding pursuant to clause (v)(ii) does not exceed $50,000,000; provided that Indebtedness incurred under clause (i)(B) or clause (ii) of this paragraph (v) that is secured by assets of a type that would otherwise constitute Current Asset Collateral shall not exceed an aggregate amount outstanding of $25,000,000 and any such assets shall have been and at all times be segregated from, and not commingled with, Current Asset Collateral, with reasonably satisfactory evidence of compliance with the foregoing to be provided to the Administrative Agent promptly upon request; and (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v) above. Notwithstanding the foregoing, no Restricted Subsidiary that is a Non-Loan Party will guarantee any Indebtedness for borrowed money of a Loan Party created or incurred if unless such Restricted Subsidiary becomes a Guarantor. For purposes of determining compliance with any Dollar-denominated restriction on the Fixed Charge Coverage Ratio as incurrence of Indebtedness, the end Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the most recently ended four-fiscal-quarter period immediately preceding relevant currency exchange rate in effect on the date on which such Indebtedness is created was incurred, in the case of term debt, or incurred would have been at least 2.00 to 1.00first committed, determined on a pro forma basis (including a pro forma application in the case of the net proceeds therefrom), as if such Indebtedness had been incurred and the application of the proceeds therefrom had occurred at the beginning of such four-quarter periodrevolving credit debt; provided that if the Indebtedness created or incurred is to be used to finance the acquisition of any Person or assets, such Indebtedness shall be permitted regardless of whether the Fixed Charge Coverage Ratio set forth above is met if the Fixed Charge Coverage Ratio after giving effect to such acquisition or merger is greater than the Fixed Charge Coverage Ratio immediately prior to such acquisition or merger; provided, further, that any Indebtedness created or incurred in compliance with this clause (v) shall be permitted to exist regardless of whether the Fixed Charge Coverage Ratio is subsequently less than the ratio set forth above; (w) Indebtedness incurred by Holdings and owed to the Permitted Holders in an aggregate outstanding principal amount not to exceed $75,000,000 at any time; provided that (A) interest on such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated restriction shall be deemed not payable in cash prior to have been exceeded so long as the Maturity Date, (B) principal amount of such refinancing Indebtedness does not mature and does not require any scheduled or mandatory prepayments prior to exceed the date that is 180 days following the Maturity Date, (C) such Indebtedness is not secured and (D) such Indebtedness is subordinated to the Obligations on terms reasonably satisfactory to Administrative Agent; and (x) Indebtedness incurred by a Foreign Subsidiary; provided, that no portion principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing. The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 9.3. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be guaranteed by, the principal amount thereof that would be recourse to, or otherwise obligate shown on a Loan Party, or subject, directly or indirectly, contingently or otherwise any property or asset balance sheet of a Loan Party to a Lienthe Borrower dated such date prepared in accordance with GAAP.

Indebtedness. No Loan Party will, Neither the Lead Borrower nor will it permit any Subsidiary toof the Restricted Subsidiaries shall directly or indirectly, create, incur incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness created of any Loan Party under the Loan Documents; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01; (c) Indebtedness of the Borrower to Holdings or any Subsidiary, Indebtedness of any Subsidiary to the Borrower, Holdings or any other Subsidiary and Indebtedness of Holdings to the Borrower or any Subsidiary; provided that (i) Indebtedness of any Subsidiary that is not a Loan Party outstanding on the Closing Date and with respect to any Loan Party shall only be permitted to the extent permitted under Section 6.04 such Indebtedness in an aggregate principal amount in excess of $5,000,000, listed on Schedule 7.03(b) and any Permitted Refinancing thereof and (ii) Indebtedness of the Borrower or Holdings to any Subsidiary that is not a Loan Party and Indebtedness of any Subsidiary that is a Loan Party to any Subsidiary that is not a Loan Party shall be subordinated owed to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent; (d) Guarantees (i) by Holdings and the Subsidiaries that are Loan Parties of the Indebtedness of the Borrower described in clause (k) hereof, so long as the Guarantee of the Senior Subordinated Notes is subordinated substantially on terms as set forth in the Senior Subordinated Note Documents, (ii) by Holdings, the Lead Borrower or any Restricted Subsidiary that is a Loan Party of outstanding on the Closing Date and any refinancing thereof with Indebtedness of owed to the Lead Borrower or any Restricted Subsidiary that is in a Loan Party permitted to be incurred under this Agreement, (iii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a Loan Party to the extent such Guarantees are permitted by Section 6.04(u); provided that Guarantees by Holdings, the Borrower or any Subsidiary that is a Loan Party under this clause (d) of any other Indebtedness of a Person that is subordinated to other Indebtedness of such Person shall be expressly subordinated to the Obligations on terms at least as favorable to the Lenders as the Guarantee of the Senior Subordinated Notes is under the Senior Subordinated Note Documents, and (iv) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any real property lease obligations of the Borrower or any Subsidiary that is a Loan Party; (e) Indebtedness of any Loan Party incurred to finance the acquisition, construction, repair or improvement of any fixed or capital assets, including 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 and renewals of any such Indebtedness in accordance with clause (g) hereof; provided that (i) such Indebtedness is incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e), when combined with the aggregate principal amount of all Capital Lease Obligations and Synthetic Lease Obligations incurred pursuant to clause (f) hereof, shall not exceed $25,000,000 at any time outstanding; provided, further that if requested by the Administrative Agent, the Loan Parties will use commercially reasonable efforts to cause the holder of such Indebtedness in respect of any Real Estate owned or acquired by any Loan Party to enter into a Collateral Access Agreement providing for access and use of the applicable personal property located on such premises following the occurrence and during the continuance of an Event of Default on terms reasonably satisfactory to the Administrative Agent; (f) Capital Lease Obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (e) hereof, not in excess of $25,000,000 at any time outstanding; (g) Indebtedness which represents an extension, refinancing, refunding, replacement or renewal of any of the Indebtedness described in clauses (b), (d), (g), (j), or (k) hereof; provided that, (i) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the intercompany Indebtedness so extended, refinanced, refunded, replaced or renewed, except by an amount equal to unpaid accrued interest and premium ; provided that (including applicable prepayment penalties) thereon plus fees and expenses reasonably incurred in connection therewith, (iix) any Liens securing such Indebtedness are not extended to advanced by any additional property of any Loan Party, (iii) no Loan Party Person that is not originally obligated with respect a Loan Party to repayment of such Indebtedness is required any Loan Party pursuant to become obligated with respect thereto, this clause (ivb) such extension, refinancing, refunding, replacement or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, refunded, replaced or renewed, (v) if the Indebtedness that is extended, refinanced, refunded, replaced or renewed was shall be subordinated in right of payment to the Secured Loans and (y) any Indebtedness advanced by any Loan Party to any Person that is not a Loan Party shall either (i) be made in the ordinary course of business or consistent with past practice or (ii) be evidenced by a note pledged as Collateral on a first priority basis for the benefit of the Obligations, then which note shall be in form and substance reasonably satisfactory to the Administrative Agent (it being understood that an Intercompany Note shall be satisfactory to the Administrative Agent); (c) Guarantees by the Lead Borrower and any Restricted Subsidiary in respect of Indebtedness of the Lead Borrower or any Restricted Subsidiary otherwise permitted hereunder; provided that (A) no Guarantee in an Agreed Security Jurisdiction (other than Guarantees by any Restricted Subsidiary that is not a Loan Party of Indebtedness of another Restricted Subsidiary that is not a Loan Party) of any Indebtedness constituting Junior Financing with a principal amount in excess of the Threshold Amount shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and conditions (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the extension, refinancing, refunding, replacement or renewal Indebtedness must include subordination Obligations on terms and conditions that are at least as favorable to the Lenders as those that were applicable contained in the subordination of such Indebtedness; (d) Indebtedness of the Lead Borrower or any Restricted Subsidiary owing to the extendedLead Borrower or any Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Restricted Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that (x) any such Indebtedness advanced by any Loan Party to any Person that is not a Loan Party shall either (i) be made in the ordinary course of business or consistent with past practice or (ii) be evidenced by an Intercompany Note and (y) any such Indebtedness advanced by any Person that is not a Loan Party to any Loan Party shall be subordinated in right of payment to the Loans (for the avoidance of doubt, refinanced, refunded, replaced or renewed any such Indebtedness owing by a Loan Party to a Restricted Subsidiary that is not a Loan Party shall be deemed to be expressly subordinated in right of payment to the Loans unless the terms of such Indebtedness expressly provided otherwise); (i) Attributable Indebtedness and other Indebtedness (viincluding Financing Leases) financing an acquisition, construction, repair, replacement, lease, expansion, development, installation, relocation, renewal, maintenance, upgrade or improvement of a fixed or capital asset incurred by the Lead Borrower or any Restricted Subsidiary prior to or within 365 days after the acquisition, construction, repair, replacement, lease, expansion, development, installation, relocation, renewal, maintenance, upgrade or improvement of the applicable asset in an aggregate amount not to exceed (A) the amount of such Indebtedness outstanding on the Closing Date plus (B) the greater of (1) $50,000,000 and (2) 35% of LTM Consolidated EBITDA, in each case determined at the time of incurrence at any time outstanding (together with respect any Permitted Refinancings thereof but without giving effect to any such extension, refinancing, refunding, replacement or renewal increase in principal amount permitted under clause (a) of the Senior Secured Term Loan Facilityproviso to the definition of “Permitted Refinancing”), (ii) Attributable Indebtedness arising out of any Sale and Lease-Back Transaction or lease lease-back transactions permitted by Section 7.05 and (iii) any Permitted Refinancing of any of the foregoing; (f) Indebtedness in respect of Swap Contracts incurred in the ordinary course of business and not for speculative purposes; (g) Indebtedness of the Lead Borrower or any Restricted Subsidiary incurred or assumed in connection with any Permitted Acquisition or similar Investment expressly permitted hereunder; provided that after giving pro forma effect to such refinancing Permitted Acquisition or Investment and the incurrence or assumption of such Indebtedness, the aggregate principal amount of such Indebtedness does not exceed (x) the greater of (1) $50,000,000 and (2) 35% of LTM Consolidated EBITDA at any time outstanding plus (y) any additional amount of such Indebtedness so long (A) if secured, such incurred Indebtedness is secured only by assets the Collateral on a pari passu basis with the Facilities, either (1) the Consolidated First Lien Net Leverage Ratio determined on a Pro Forma Basis would not exceed the Consolidated First Lien Net Leverage Ratio immediately prior thereto or (2) the Borrowers could incur $1.00 of Permitted First Lien Ratio Debt, (B) if such Indebtedness is secured by the Collateral on a junior lien basis to the Facilities, either (1) the Consolidated Secured Net Leverage Ratio determined on a Pro Forma Basis would not exceed the Consolidated Secured Net Leverage Ratio immediately prior thereto or (2) the Borrowers could incur $1.00 of Permitted Junior Secured Ratio Debt or (C) if such Indebtedness is unsecured or not secured by all or any portion of the Collateral (and including all such Indebtedness of Restricted Subsidiaries that are not Loan Parties Parties), either (1) either (I) the Consolidated Interest Coverage Ratio determined on a Pro Forma Basis would be greater than or equal to the Consolidated Interest Coverage Ratio immediately prior thereto or (II) the Consolidated Total Net Leverage Ratio determined on a Pro Forma Basis would not exceed the Consolidated Total Net Leverage Ratio immediately prior thereto or (2) the Borrowers could incur $1.00 of Permitted Unsecured Ratio Debt; provided that constitute Collateral for the Obligations any such Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party, together with any Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party pursuant to a security agreement Sections 7.03(q), 7.03(s) or 7.03(w), does not exceed in the aggregate at any time outstanding the greater of (i) $50,000,000 and (ii) 35% of LTM Consolidated EBITDA, in each case determined at the time of incurrence; provided, further, that any Indebtedness incurred (but not assumed) pursuant to this clause (g) shall be subject to the Intercreditor Agreement or another intercreditor agreement that is no less favorable to requirements included in the Secured Parties, taken as a whole, than first proviso under the Intercreditor Agreementdefinition of “Permitted Ratio Debt,” and (ii) any Permitted Refinancing thereof; (h) Indebtedness owed representing deferred compensation or similar arrangements to any Person providing workers’ compensationfuture, healthpresent or former employees, disability directors, officers, managers, members, partners, independent contractors or other employee benefits consultants of a Borrower (or property, casualty any direct or liability insurance, pursuant to reimbursement indirect parent thereof) or indemnification obligations to such Person, in each case any of its Restricted Subsidiaries incurred in the ordinary course of businessbusiness or consistent with past practice; (i) Indebtedness of the Loan Parties in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations, or obligations in respect of letters of credit, bank acceptances or guarantees or similar instruments related thereto, in each case provided in the ordinary course of business; (j) Indebtedness of any Person that becomes a Loan Party after the date hereof and Indebtedness acquired or assumed in connection with Permitted Acquisitions; provided that such Indebtedness exists at the time such Person becomes a Loan Party or at the time of such Permitted Acquisition and is not created in contemplation of or in connection therewith; (k) Indebtedness of the Borrower pursuant to (i) the Senior Subordinated Notes (and the exchange notes issued in exchange thereof) and agreements relating thereto in an original aggregate principal amount that is not in excess of $225,000,000 plus the amount of any interest that is paid-in-kind at any one time outstanding and (ii) the Senior Secured Term Loan Facility in an aggregate principal amount that is not in excess of $185,000,000; (l) other unsecured Indebtedness of the Borrower or any Subsidiary in an aggregate principal amount not exceeding $15,000,000 at any time outstanding; (m) Hedging Obligations of the Loan Parties pursuant to Hedge Agreements permitted by Section 6.07; (n) Indebtedness consisting of promissory notes issued by the Lead Borrower or any Loan Party of the Restricted Subsidiaries to current future, present or former officers, managers, members, independent contractors, consultants, directors and employees, their respective estatesControlled Investment Affiliates or Immediate Family Members, heirsin each case, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings (the Borrowers or any direct or indirect parent thereof) or of the Borrower (following a Qualified Public Offering of the Borrower) Borrowers permitted by Section 6.087.06; (oj) Indebtedness incurred by the Lead Borrower or any of its Restricted Subsidiaries prior to the Loan Parties Closing Date or thereafter in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (k) Indebtedness consisting of obligations of the Lead Borrower or any of its Restricted Subsidiaries under deferred purchase price, earn-outs or other similar adjustments in connection with acquisitions, sales and dispositions permitted under this Agreement; (p) Indebtedness consisting of obligations of the Loan Parties under deferred compensation or other similar arrangements incurred by such Person prior to the Closing Date or thereafter in connection with the Transactions and Permitted Acquisitions or any other investment Investment expressly permitted hereunder; (ql) cash management obligations in respect of the Loan Parties Treasury Services Agreements and other Indebtedness of the Loan Parties in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts, in the ordinary course of business; (rm) Indebtedness of the Loan Parties Lead Borrower or any of its Restricted Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed (x) the greater of (i) $65,000,000 and (ii) 40% of LTM Consolidated EBITDA at any time outstanding plus (y) 200% of the cumulative amount of the net cash proceeds and Cash Equivalent proceeds from the sale of Equity Interests (other than Excluded Contributions, proceeds of Disqualified Equity Interests, Designated Equity Contributions or sales of Equity Interests to the Lead Borrower or any of its Subsidiaries) of the Lead Borrower or any direct or indirect parent of the Lead Borrower after the Closing Date and on or prior to such time (including upon exercise of warrants or options) which proceeds have been contributed as common equity to the capital of the Lead Borrower that has been Not Otherwise Applied; (n) Indebtedness consisting of (xi) the financing of insurance premiums or (yii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of businessbusiness or consistent with past practice; (so) Indebtedness incurred by a Loan Party the Lead Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances acceptances, warehouse receipts or similar instruments issued or created created, or relating to obligations or liabilities incurred, in the ordinary course of businessbusiness 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 regarding workers compensation claims; (tp) Indebtedness supported obligations in respect of self-insurance and obligations in respect of stays, customs, performance, bid, indemnity, appeal, judgment and other similar bonds or instruments and performance, bankers’ acceptance and completion guarantees and similar obligations provided by a Letter the Lead Borrower or any Restricted Subsidiary or obligations in respect of Credit letters of credit, bank guarantees or a letter of credit issued pursuant to the Senior Secured Term Facility Agreementsimilar instruments related thereto, in a principal amount not to exceed each case in the face amount ordinary course of such letter of credit; provided that business or consistent with respect to Letters of Credit that support Indebtedness incurred by Foreign Subsidiaries, such Indebtedness shall only be permitted to the extent permitted under Section 6.04past practice; (u1) Subordinated Indebtedness of incurred (x) and secured by the Collateral on a Loan Party pari passu basis with the Facilities (i“Incremental Equivalent First Lien Debt”) constituting deferred purchase price ofor (y) and secured by the Collateral on a junior lien basis with the Facilities and any Permitted Refinancing thereof (“Incremental Equivalent Junior Lien Debt”), or incurred to finance, Permitted Acquisitions in an aggregate principal amount under this clause (q), when aggregated with the amount of Incremental Term Loans and Incremental Revolving Credit Commitments incurred pursuant to Section 2.14(d)(v) and Incremental Equivalent Unsecured Debt incurred pursuant to Section 7.03(w), not exceeding $75,000,000 at any time outstandingto exceed the Available Incremental Amount, or so long as (iix) incurred to refinance or repay Indebtedness outstanding under if the Senior Secured Term Loan Facility, including any incremental facilities provided for thereunder (or if no proceeds of such Indebtedness is outstanding, any other long-term Indebtedness of the Borrower or any Subsidiary); (v) Other Indebtedness of a Loan Party created or incurred if the Fixed Charge Coverage Ratio as of the end of the most recently ended four-fiscal-quarter period immediately preceding the date on which such Indebtedness is created or incurred would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; provided that if the Indebtedness created or incurred is to be are being used to finance the acquisition a Permitted Acquisition, Investment, or irrevocable repayment, repurchase or redemption of any Person Indebtedness, no Event of Default under Sections 8.01(a) or assets, such Indebtedness (f) with respect to any Borrower shall have occurred and be permitted regardless of whether the Fixed Charge Coverage Ratio set forth above is met if the Fixed Charge Coverage Ratio continuing or would exist after giving effect to such acquisition Indebtedness, or merger is greater than the Fixed Charge Coverage Ratio immediately prior (y) if otherwise, no Event of Default shall have occurred and be continuing or would exist after giving effect to such acquisition or mergerIndebtedness; providedprovided that such Indebtedness shall (A) in the case of Incremental Equivalent First Lien Debt, furtherhave a maturity date that is after the Latest Maturity Date at the time such Indebtedness is incurred, and in the case of Incremental Equivalent Junior Lien Debt, have a maturity date that any is at least ninety-one (91) days after the Latest Maturity Date at the time such Indebtedness created or is incurred (and in compliance with each case subject to the Permitted Earlier Maturity Indebtedness Exception); provided that the foregoing requirements of this clause (vA) shall be permitted to exist regardless of whether the Fixed Charge Coverage Ratio is subsequently less than the ratio set forth above; (w) Indebtedness incurred by Holdings and owed not apply to the Permitted Holders in an aggregate outstanding principal amount not extent such Indebtedness constitutes (i) a customary bridge facility, so long as the long-term Indebtedness into which such customary bridge facility is to exceed $75,000,000 at any time; provided that be converted or exchanged satisfies the requirements of this clause (A) interest on and such Indebtedness conversion or exchange is not payable subject only to conditions customary for similar conversions or exchanges or (ii) term loan A facilities (as determined by the Lead Borrower in cash prior to the Maturity Dategood faith), (B) in the case of Incremental Equivalent First Lien Debt, have a Weighted Average Life to Maturity not shorter than the longest remaining Weighted Average Life to Maturity of the Facilities and, in the case of Incremental Equivalent Junior Lien Debt, shall not be subject to scheduled amortization prior to maturity (and in each case subject to the Permitted Earlier Maturity Indebtedness Exception); provided that the foregoing requirements of this clause (B) shall not apply to the extent such Indebtedness does not mature constitutes (i) a customary bridge facility, so long as the long-term Indebtedness into which such customary bridge facility is to be converted or exchanged satisfies the requirements of this clause (B) and does not require any scheduled such conversion or mandatory prepayments prior exchange is subject only to conditions customary for similar conversions or exchanges or (ii) term loan A facilities (as determined by the date that is 180 days following the Maturity DateLead Borrower in good faith), (C) if such Indebtedness is not secured and on a junior lien basis by a Loan Party with respect to Collateral, be subject to a Junior Lien Intercreditor Agreement and, if the Indebtedness is secured on a pari passu basis with the Facilities, be subject to a First Lien Intercreditor Agreement, (D) in the case of Incremental Equivalent First Lien Debt in the form of term loans of the applicable currency (other than customary bridge loans or term loan A facilities as determined by the Lead Borrower in good faith), be subject to the MFN Protection (but subject to the MFN Trigger Amount and MFN Maturity Limitation exceptions to such MFN Protection) as if such Indebtedness is subordinated to the Obligations on were an Incremental Term Loan of such currency and (E) have terms reasonably satisfactory to Administrative Agent; and and conditions (other than (x) Indebtedness incurred by a Foreign Subsidiary; providedpricing, that no portion rate floors, discounts, fees, premiums and optional prepayment or redemption provisions and (y) covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness shall be guaranteed byand to the extent any terms or conditions that are more restrictive than the applicable Facilities are added for the benefit of such Incremental Equivalent First Lien Debt or Incremental Equivalent Junior Lien Debt, be recourse toto the extent that such terms or conditions are also added for the benefit of each Facility remaining outstanding after the incurrence or issuance of such Incremental Equivalent First Lien Debt or Incremental Equivalent Junior Lien Debt, as applicable) that (i) in the good faith determination of the Lead Borrower are not materially less favorable (when taken as a whole) to the Borrowers than the terms and conditions of the Loan Documents (when taken as a whole) or otherwise obligate reflect market terms and conditions (taken as a Loan Party, whole) at the time of incurrence or subject, directly or indirectly, contingently or otherwise any property or asset issuance (provided that a certificate of a Loan Party the Lead Borrower as to a Lien.the satisfaction of the conditions described in this clause (i) delivered at least five (5) Business Days prior to the incurrence of such I

Indebtedness. No Loan Party will, Neither the Borrower nor will it permit any Subsidiary toof the Restricted Subsidiaries shall directly or indirectly, create, incur incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness created of any Loan Party under the Loan Documents; (b) (i) Indebtedness existing outstanding on the date hereof Closing Date and, with respect to any such Indebtedness in an aggregate principal amount in excess of $5,000,000, listed on Schedule 7.03(b) and set forth in Schedule 6.01; any Permitted Refinancing thereof and (cii) Indebtedness of the Borrower to Holdings or any Subsidiary, Indebtedness of any Subsidiary to the Borrower, Holdings or any other Subsidiary and Indebtedness of Holdings owed to the Borrower or any Subsidiary; provided that (i) Restricted Subsidiary outstanding on the Closing Date and any refinancing thereof with Indebtedness of any Subsidiary that is not a Loan Party owed to any Loan Party shall only be permitted to the extent permitted under Section 6.04 and (ii) Indebtedness of the Borrower or Holdings to any Subsidiary that is not a Loan Party and Indebtedness of any Subsidiary that is a Loan Party to any Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent; (d) Guarantees (i) by Holdings and the Subsidiaries that are Loan Parties of the Indebtedness of the Borrower described in clause (k) hereof, so long as the Guarantee of the Senior Subordinated Notes is subordinated substantially on terms as set forth in the Senior Subordinated Note Documents, (ii) by Holdings, the Borrower or any Restricted Subsidiary that is in a Loan Party of any Indebtedness of the Borrower or any Subsidiary that is a Loan Party permitted to be incurred under this Agreement, (iii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a Loan Party to the extent such Guarantees are permitted by Section 6.04(u); provided that Guarantees by Holdings, the Borrower or any Subsidiary that is a Loan Party under this clause (d) of any other Indebtedness of a Person that is subordinated to other Indebtedness of such Person shall be expressly subordinated to the Obligations on terms at least as favorable to the Lenders as the Guarantee of the Senior Subordinated Notes is under the Senior Subordinated Note Documents, and (iv) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any real property lease obligations of the Borrower or any Subsidiary that is a Loan Party; (e) Indebtedness of any Loan Party incurred to finance the acquisition, construction, repair or improvement of any fixed or capital assets, including 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 and renewals of any such Indebtedness in accordance with clause (g) hereof; provided that (i) such Indebtedness is incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e), when combined with the aggregate principal amount of all Capital Lease Obligations and Synthetic Lease Obligations incurred pursuant to clause (f) hereof, shall not exceed $25,000,000 at any time outstanding; provided, further that if requested by the Administrative Agent, the Loan Parties will use commercially reasonable efforts to cause the holder of such Indebtedness in respect of any Real Estate owned or acquired by any Loan Party to enter into a Collateral Access Agreement providing for access and use of the applicable personal property located on such premises following the occurrence and during the continuance of an Event of Default on terms reasonably satisfactory to the Administrative Agent; (f) Capital Lease Obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (e) hereof, not in excess of $25,000,000 at any time outstanding; (g) Indebtedness which represents an extension, refinancing, refunding, replacement or renewal of any of the Indebtedness described in clauses (b), (d), (g), (j), or (k) hereof; provided that, (i) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the intercompany Indebtedness so extended, refinanced, refunded, replaced or renewed, except by an amount equal to unpaid accrued interest and premium ; provided that (including applicable prepayment penalties) thereon plus fees and expenses reasonably incurred in connection therewith, (iix) any Liens securing such Indebtedness are not extended to advanced by any additional property of any Loan Party, (iii) no Loan Party Person that is not originally obligated with respect a Loan Party to repayment of such Indebtedness is required any Loan Party pursuant to become obligated with respect thereto, this clause (ivb) such extension, refinancing, refunding, replacement or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, refunded, replaced or renewed, (v) if the Indebtedness that is extended, refinanced, refunded, replaced or renewed was shall be subordinated in right of payment to the Secured Loans and (y) any Indebtedness advanced by any Loan Party to any Person that is not a Loan Party shall either (i) be made in the ordinary course of business or consistent with past practice or (ii) be evidenced by a note pledged as Collateral on a first priority basis for the benefit of the Obligations, then which note shall be in form and substance reasonably satisfactory to the Administrative Agent (it being understood that an Intercompany Note shall be satisfactory to the Administrative Agent); (c) Guarantees by the Borrower and any Restricted Subsidiary in respect of Indebtedness of the Borrower or any Restricted Subsidiary of the Borrower otherwise permitted hereunder; provided that (A) no Guarantee (other than Guarantees by a Foreign Subsidiary of Indebtedness of another Foreign Subsidiary) of any Indebtedness constituting Junior Financing with a principal amount in excess of the Threshold Amount shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and conditions (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the extension, refinancing, refunding, replacement or renewal Indebtedness must include subordination Obligations on terms and conditions that are at least as favorable to the Lenders as those that were applicable to contained in the extended, refinanced, refunded, replaced or renewed Indebtedness and (vi) with respect to any subordination of such extension, refinancing, refunding, replacement or renewal of the Senior Secured Term Loan Facility, such refinancing Indebtedness, if secured, is secured only by assets of the Loan Parties that constitute Collateral for the Obligations pursuant to a security agreement subject to the Intercreditor Agreement or another intercreditor agreement that is no less favorable to the Secured Parties, taken as a whole, than the Intercreditor Agreement; (hd) Indebtedness owed of the Borrower or any Restricted Subsidiary owing to the Borrower or any Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Restricted Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that (x) any such Indebtedness advanced by any Loan Party to any Person providing workers’ compensationthat is not a Loan Party shall either (i) be made in the ordinary course of business or consistent with past practice or (ii) be evidenced by an Intercompany Note and (y) any such Indebtedness advanced by any Person that is not a Loan Party to any Loan Party shall be subordinated in right of payment to the Loans (for the avoidance of doubt, healthany such Indebtedness owing by a Loan Party to a Restricted Subsidiary that is not a Loan Party shall be deemed to be expressly subordinated in right of payment to the Loans unless the terms of such Indebtedness expressly provided otherwise); (e) Attributable Indebtedness and other Indebtedness (including Financing Leases) financing an acquisition, disability construction, repair, replacement, lease, expansion, development, installation, relocation, renewal, maintenance, upgrade or other employee benefits improvement of a fixed or propertycapital asset incurred by the Borrower or any Restricted Subsidiary prior to or within 365 days after the acquisition, casualty construction, repair, replacement, lease, expansion, development, installation, relocation, renewal, maintenance, upgrade or liability insurance, pursuant improvement of the applicable asset in an aggregate amount not to reimbursement or indemnification obligations to exceed (A) the amount of such PersonIndebtedness outstanding on the Closing Date plus (B) the greater of (1) $30,000,000 and (2) 35.0% of LTM Consolidated EBITDA, in each case determined at the time of incurrence at any time outstanding (together with any Permitted Refinancings thereof but without giving effect to any increase in principal amount permitted under clause (a) of the proviso to the definition of “Permitted Refinancing”), (ii) Attributable Indebtedness arising out of any Sale and Lease-Back Transaction or lease lease-back transactions permitted by Section 7.05 and (iii) any Permitted Refinancing of any of the foregoing; (f) Indebtedness in respect of Swap Contracts incurred in the ordinary course of businessbusiness and not for speculative purposes; (i) Indebtedness of the Loan Parties Borrower or any Restricted Subsidiary incurred or assumed in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations, or obligations in respect of letters of credit, bank acceptances or guarantees connection with any Permitted Acquisition or similar instruments related theretoInvestment expressly permitted hereunder; provided that after giving pro forma effect to such Permitted Acquisition or Investment and the incurrence or assumption of such Indebtedness, the aggregate principal amount of such Indebtedness does not exceed (x) the greater of (1) $30,000,000 and (2) 35.0% of LTM Consolidated EBITDA at any time outstanding plus (y) any additional amount of such Indebtedness so long (A) if such incurred Indebtedness is secured by the Collateral on a pari passu basis with the Facilities, either (1) the Consolidated First Lien Net Leverage Ratio determined on a Pro Forma Basis would not exceed the Consolidated First Lien Net Leverage Ratio immediately prior thereto or (2) the Borrower could incur $1.00 of Permitted First Lien Ratio Debt, (B) if such Indebtedness is secured by the Collateral on a junior lien basis to the Facilities, either (1) the Consolidated Secured Net Leverage Ratio determined on a Pro Forma Basis would not exceed the Consolidated Secured Net Leverage Ratio immediately prior thereto or (2) the Borrower could incur $1.00 of Permitted Junior Secured Ratio Debt or (C) if such Indebtedness is unsecured or not secured by all or any portion of the Collateral (and including all such Indebtedness of Restricted Subsidiaries that are not Loan Parties), either (1) (I) the Consolidated Interest Coverage Ratio determined on a Pro Forma Basis would be greater than or equal to the Consolidated Interest Coverage Ratio immediately prior thereto or (II) the Consolidated Total Net Leverage Ratio determined on a Pro Forma Basis would not exceed the Consolidated Total Net Leverage Ratio immediately prior thereto or (2) the Borrower could incur $1.00 of Permitted Unsecured Ratio Debt; provided, that any Indebtedness incurred (but not assumed) pursuant to this clause (g)(i) shall be subject to the requirements included in each case provided the first proviso under the definition of “Permitted Ratio Debt” and (ii) any Permitted Refinancing thereof; (h) Indebtedness representing deferred compensation or similar arrangements to any future, present or former employees, directors, officers, managers, members, partners, independent contractors or consultants of the Borrower (or any direct or indirect parent thereof) or any of its Restricted Subsidiaries incurred in the ordinary course of businessbusiness or consistent with past practice; (j) Indebtedness of any Person that becomes a Loan Party after the date hereof and Indebtedness acquired or assumed in connection with Permitted Acquisitions; provided that such Indebtedness exists at the time such Person becomes a Loan Party or at the time of such Permitted Acquisition and is not created in contemplation of or in connection therewith; (k) Indebtedness of the Borrower pursuant to (i) the Senior Subordinated Notes (and the exchange notes issued in exchange thereof) and agreements relating thereto in an original aggregate principal amount that is not in excess of $225,000,000 plus the amount of any interest that is paid-in-kind at any one time outstanding and (ii) the Senior Secured Term Loan Facility in an aggregate principal amount that is not in excess of $185,000,000; (l) other unsecured Indebtedness of the Borrower or any Subsidiary in an aggregate principal amount not exceeding $15,000,000 at any time outstanding; (m) Hedging Obligations of the Loan Parties pursuant to Hedge Agreements permitted by Section 6.07; (n) Indebtedness consisting of promissory notes issued by the Borrower or any Loan Party of the Restricted Subsidiaries to current future, present or former officers, managers, members, independent contractors, consultants, directors and employees, their respective estatesControlled Investment Affiliates or Immediate Family Members, heirsin each case, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings (the Borrower or any direct or indirect parent thereof) or of the Borrower (following a Qualified Public Offering of the Borrower) permitted by Section 6.087.06; (oj) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries prior to the Loan Parties Closing Date or thereafter in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (k) Indebtedness consisting of obligations of the Borrower or any of its Restricted Subsidiaries under deferred purchase price, earn-outs or other similar adjustments in connection with acquisitions, sales and dispositions permitted under this Agreement; (p) Indebtedness consisting of obligations of the Loan Parties under deferred compensation or other similar arrangements incurred by such Person prior to the Closing Date or thereafter in connection with the Transactions and Permitted Acquisitions or any other investment Investment expressly permitted hereunder; (ql) cash management obligations in respect of the Loan Parties Treasury Services Agreements and other Indebtedness of the Loan Parties in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts, in the ordinary course of business; (rm) Indebtedness of the Loan Parties Borrower or any of its Restricted Subsidiaries, in an aggregate outstanding principal amount that at the time of, and immediately after giving effect to, the incurrence thereof, would not exceed (x) the greater of (i) $35,000,000 and (ii) 40.0% of LTM Consolidated EBITDA at any time outstanding plus (y) 200% of the sum of (without duplication) (A) the cumulative amount of the net cash proceeds and Cash Equivalent proceeds from the sale of Equity Interests or the aggregate amount of contributions to the common capital (other than from a Restricted Subsidiary) of the Borrower received after the Closing Date (other than Excluded Contributions, the Equity Investment, proceeds of Disqualified Equity Interests, Designated Equity Contributions or sales of Equity Interests to the Borrower or any of its Subsidiaries) of the Borrower or any direct or indirect parent of the Borrower after the Closing Date and on or prior to such time (including upon exercise of warrants or options) which proceeds have been contributed as common equity to the capital of the Borrower that has been Not Otherwise Applied, plus (B) the Available RP Capacity Amount plus (C) the Cumulative Credit; (n) Indebtedness consisting of (xi) the financing of insurance premiums or (yii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of businessbusiness or consistent with past practice; (so) Indebtedness incurred by a Loan Party the Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances acceptances, warehouse receipts or similar instruments issued or created created, or relating to obligations or liabilities incurred, in the ordinary course of businessbusiness 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 regarding workers compensation claims; (tp) Indebtedness supported obligations in respect of self-insurance and obligations in respect of stays, customs, performance, bid, indemnity, appeal, judgment and other similar bonds or instruments and performance, bankers’ acceptance and completion guarantees and similar obligations provided by a Letter the Borrower or any Restricted Subsidiary or obligations in respect of Credit letters of credit, bank guarantees or a letter of credit issued pursuant to the Senior Secured Term Facility Agreementsimilar instruments related thereto, in a principal amount not to exceed each case in the face amount ordinary course of such letter of credit; provided that business or consistent with respect to Letters of Credit that support Indebtedness incurred by Foreign Subsidiaries, such Indebtedness shall only be permitted to the extent permitted under Section 6.04past practice; (u) Subordinated Indebtedness of a Loan Party (i) constituting deferred purchase price ofIndebtedness incurred (x) and secured by the Collateral on a pari passu basis with the Initial Term Loans (“Incremental Equivalent First Lien Debt”) or (y) and secured by the Collateral on a junior lien basis with the Initial Term Loans (“Incremental Equivalent Junior Lien Debt”), or incurred to finance, Permitted Acquisitions in an aggregate principal amount under this clause (q), when aggregated with the amount of Incremental Commitments incurred pursuant to Section 2.14(d)(v) and Incremental Equivalent Unsecured Debt incurred pursuant to Section 7.03(w), not exceeding $75,000,000 at any time outstandingto exceed the Available Incremental Amount, or so long as (iix) incurred to refinance or repay Indebtedness outstanding under if the Senior Secured Term Loan Facility, including any incremental facilities provided for thereunder (or if no proceeds of such Indebtedness is outstanding, any other long-term Indebtedness of the Borrower or any Subsidiary); (v) Other Indebtedness of a Loan Party created or incurred if the Fixed Charge Coverage Ratio as of the end of the most recently ended four-fiscal-quarter period immediately preceding the date on which such Indebtedness is created or incurred would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; provided that if the Indebtedness created or incurred is to be are being used to finance a Permitted Acquisition, Investment, or Limited Condition Transaction, no Event of Default under Sections 8.01(a) or (f) with respect to the acquisition of any Person Borrower shall have occurred and be continuing or assets, such Indebtedness shall be permitted regardless of whether the Fixed Charge Coverage Ratio set forth above is met if the Fixed Charge Coverage Ratio would exist after giving effect to such acquisition Indebtedness, or merger is greater than the Fixed Charge Coverage Ratio immediately prior (y) if otherwise, no Event of Default shall have occurred and be continuing or would exist after giving effect to such acquisition or mergerIndebtedness; providedprovided that such Indebtedness shall (A) in the case of Incremental Equivalent First Lien Debt secured on pari passu basis with the Liens securing the Initial Term Loans, furtherhave a maturity date that is after the Latest Maturity Date of the Initial Term Loans at the time such Indebtedness is incurred, and in the case of Incremental Equivalent Junior Lien Debt, have a maturity date that any is at least 91 days after the Latest Maturity Date of the Initial Term Loans at the time such Indebtedness created or is incurred (and in compliance with this clause (v) shall be permitted to exist regardless of whether the Fixed Charge Coverage Ratio is subsequently less than the ratio set forth above; (w) Indebtedness incurred by Holdings and owed each case subject to the Permitted Holders in an aggregate outstanding principal amount not to exceed $75,000,000 at any time; provided that (A) interest on such Earlier Maturity Indebtedness is not payable in cash prior to the Maturity DateException), (B) such Indebtedness does in the case of Incremental Equivalent First Lien Debt, have a Weighted Average Life to Maturity not mature and does shorter than the longest remaining Weighted Average Life to Maturity of the Facilities and, in the case of Incremental Equivalent Junior Lien Debt, shall not require any be subject to scheduled or mandatory prepayments amortization prior to maturity (and in each case subject to the date that is 180 days following the Permitted Earlier Maturity DateIndebtedness Exception), (C) if such Indebtedness is not secured and on a junior lien basis by a Loan Party with respect to Collateral to the Lien securing the Initial Term Loans, be subject to a Junior Lien Intercreditor Agreement and, if the Indebtedness is secured on a pari passu basis with the Initial Term Loans, be subject to a First Lien Intercreditor Agreement, (D) in the case of Incremental Equivalent First Lien Debt in the form of term loans, shall be subject to the MFN Protection as if such Indebtedness is subordinated were an Incremental Term Loan incurred in reliance on the Incurrence-Based Incremental Amount (but subject in all respects to the Obligations on exclusions set forth in the MFN Protection) and (E) have terms reasonably satisfactory to Administrative Agent; and (x) Indebtedness incurred by a Foreign Subsidiary; providedand conditions that are otherwise as agreed between the Borrower and the lender, that no portion holder or other provider of such Indebtedness shall be guaranteed by, be recourse to, or otherwise obligate a Loan Party, or subject, directly or indirectly, contingently or otherwise and (ii) any property or asset of a Loan Party to a Lien.Permitted Refinancing thereof;

Indebtedness. No Loan Party will, nor will it permit any Subsidiary to, create, incur or suffer to exist any Indebtedness, except: (a) Indebtedness created under the Loan DocumentsSecured Obligations; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.016.01 and any extensions, renewals, refinancings and replacements of any such Indebtedness in accordance with clause (f) hereof; (c) any Indebtedness of the Borrower to Holdings or any Subsidiary, Indebtedness Subsidiary and of any Subsidiary to the Borrower, Holdings Borrower or any other Subsidiary (including extensions, renewals, refinancings and Indebtedness of Holdings to the Borrower or any Subsidiaryreplacements thereof); provided that (i) Indebtedness of any Subsidiary that is not a Loan Party to the Borrower or any other Loan Party shall only be permitted subject to the extent permitted under Section 6.04 and (ii) Indebtedness of the Borrower or Holdings to any Subsidiary that is not a Loan Party and Indebtedness of any Subsidiary that is a Loan Party to any Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent; (d) any Guarantees (i) by Holdings and the Subsidiaries that are Loan Parties Borrower of the Indebtedness of the Borrower described in clause (k) hereof, so long as the Guarantee of the Senior Subordinated Notes is subordinated substantially on terms as set forth in the Senior Subordinated Note Documents, (ii) by Holdings, the Borrower or any Subsidiary that is a Loan Party and by any Subsidiary of any Indebtedness of the Borrower or any Subsidiary other Subsidiary; provided that (i) the Indebtedness so Guaranteed is a Loan Party permitted to be incurred under by this AgreementSection 6.01, (iiiii) Guarantees by Holdings, the Borrower or any Subsidiary that is a other Loan Party of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a Loan Party shall be subject to the extent such Guarantees are permitted by Section 6.04(u); provided that 6.04 and (iii) Guarantees by Holdings, the Borrower or another Loan Party of Indebtedness of any Subsidiary that is a Loan Party permitted under this clause (d) of any other shall be subordinated to the Secured Obligations on the same terms as the Indebtedness of a Person that so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness (other than Indebtedness of such Person shall be expressly subordinated to the Obligations on terms at least as favorable to the Lenders as the Guarantee of the Senior Subordinated Notes is incurred under the Senior Subordinated Note Documents, and (ivABL Credit Agreement) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any real property lease obligations of the Borrower or any Subsidiary that is a Loan Party; (e) Indebtedness of any Loan Party not owed to the Administrative Agent or the Lenders incurred to finance the acquisition, construction, repair construction or improvement of any fixed or capital assetsassets (whether or not constituting purchase money Indebtedness), 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 thereofassets, and extensions extensions, renewals and renewals replacements of any such Indebtedness in accordance with clause (gf) hereofbelow; provided that (i) such Indebtedness is incurred prior to or within one hundred eighty (180) 180 days after such acquisition or the completion of such construction, repair construction or improvement and (ii) the Indebtedness does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets, and (iii) the aggregate principal amount of Indebtedness permitted by this clause (e), when combined ) together with the aggregate principal amount of all Capital Lease Obligations and Synthetic Lease Obligations incurred pursuant to any Refinance Indebtedness in respect thereof permitted by clause (f) hereofbelow, shall not exceed $25,000,000 at any time outstanding; provided, further that if requested by the Administrative Agent, the Loan Parties will use commercially reasonable efforts to cause the holder of such Indebtedness in respect of any Real Estate owned or acquired by any Loan Party to enter into a Collateral Access Agreement providing for access and use of the applicable personal property located on such premises following the occurrence and during the continuance of an Event of Default on terms reasonably satisfactory to the Administrative Agent; (f) Capital Lease Obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (e) hereof, not in excess of $25,000,000 15,000,000 at any time outstanding; (gf) Indebtedness which represents an extensionextensions, refinancingrenewals, refundingrefinancing or replacements (such Indebtedness being so extended, replacement renewed, refinanced or renewal replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (de), (gi), (j) and (o) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”), or (k) hereof; provided that, that (i) such Refinance Indebtedness does not increase the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) interest rate of the Indebtedness so extended, refinanced, refunded, replaced or renewed, except by an amount equal to unpaid accrued interest and premium (including applicable prepayment penalties) thereon plus fees and expenses reasonably incurred in connection therewithOriginal Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan PartyParty or any Subsidiary, (iii) no Loan Party or any Subsidiary that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect theretoto such Refinance Indebtedness, (iv) such extension, refinancing, refunding, replacement or renewal Refinance Indebtedness does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, refunded, replaced or renewedsuch Original Indebtedness, (v) the terms of such Refinance Indebtedness are not less favorable to the obligor thereunder than the original terms of such Original Indebtedness and (vi) if the such Original Indebtedness that is extended, refinanced, refunded, replaced or renewed was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the extension, refinancing, refunding, replacement or renewal such Refinance Indebtedness must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the extended, refinanced, refunded, replaced or renewed Indebtedness and (vi) with respect to any such extension, refinancing, refunding, replacement or renewal of the Senior Secured Term Loan Facility, such refinancing Original Indebtedness, if secured, is secured only by assets of the Loan Parties that constitute Collateral for the Obligations pursuant to a security agreement subject to the Intercreditor Agreement or another intercreditor agreement that is no less favorable to the Secured Parties, taken as a whole, than the Intercreditor Agreement; (hg) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (i) Indebtedness of the Loan Parties in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations, or obligations in respect of letters of credit, bank acceptances or guarantees or similar instruments related thereto, in each case provided in the ordinary course of business; (j) Indebtedness of any Person that becomes a Loan Party after the date hereof and Indebtedness acquired or assumed in connection with Permitted Acquisitions; provided that such Indebtedness exists at the time such Person becomes a Loan Party or at the time of such Permitted Acquisition and is not created in contemplation of or in connection therewith; (k) Indebtedness of the Borrower pursuant to (i) the Senior Subordinated Notes (and the exchange notes issued in exchange thereof) and agreements relating thereto in an original aggregate principal amount that is not in excess of $225,000,000 plus the amount of any interest that is paid-in-kind at any one time outstanding and (ii) the Senior Secured Term Loan Facility in an aggregate principal amount that is not in excess of $185,000,000; (l) other unsecured Indebtedness of the Borrower or any Subsidiary in an aggregate principal amount not exceeding $15,000,000 at any time outstanding; (m) Hedging Obligations of the Loan Parties pursuant to Hedge Agreements permitted by Section 6.07; (n) Indebtedness consisting of promissory notes issued by any Loan Party to current or former officers, directors and employees, their respective estates, heirs, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings (or any direct or indirect parent thereof) or of the Borrower (following a Qualified Public Offering of the Borrower) permitted by Section 6.08; (o) Indebtedness of the Loan Parties constituting indemnification obligations or obligations in respect of purchase price, earn-outs or other similar adjustments in connection with acquisitions, sales and dispositions permitted under this Agreement; (p) Indebtedness consisting of obligations of the Loan Parties under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions and Permitted Acquisitions or any other investment permitted hereunder; (q) cash management obligations of the Loan Parties and other Indebtedness of the Loan Parties in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts, in the ordinary course of business; (r) Indebtedness of the Loan Parties consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (s) Indebtedness incurred by a Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business; (t) Indebtedness supported by a Letter of Credit or a letter of credit issued pursuant to the Senior Secured Term Facility Agreement, in a principal amount not to exceed the face amount of such letter of credit; provided that with respect to Letters of Credit that support Indebtedness incurred by Foreign Subsidiaries, such Indebtedness shall only be permitted to the extent permitted under Section 6.04; (u) Subordinated Indebtedness of a Loan Party (i) constituting deferred purchase price of, or incurred to finance, Permitted Acquisitions in an aggregate principal amount not exceeding $75,000,000 at any time outstanding, or (ii) incurred to refinance or repay Indebtedness outstanding under the Senior Secured Term Loan Facility, including any incremental facilities provided for thereunder (or if no such Indebtedness is outstanding, any other long-term Indebtedness of the Borrower or any Subsidiary); (v) Other Indebtedness of a Loan Party created or incurred if the Fixed Charge Coverage Ratio as of the end of the most recently ended four-fiscal-quarter period immediately preceding the date on which such Indebtedness is created or incurred would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; provided that if the Indebtedness created or incurred is to be used to finance the acquisition of any Person or assets, such Indebtedness shall be permitted regardless of whether the Fixed Charge Coverage Ratio set forth above is met if the Fixed Charge Coverage Ratio after giving effect to such acquisition or merger is greater than the Fixed Charge Coverage Ratio immediately prior to such acquisition or merger; provided, further, that any Indebtedness created or incurred in compliance with this clause (v) shall be permitted to exist regardless of whether the Fixed Charge Coverage Ratio is subsequently less than the ratio set forth above; (w) Indebtedness incurred by Holdings and owed to the Permitted Holders in an aggregate outstanding principal amount not to exceed $75,000,000 at any time; provided that (A) interest on such Indebtedness is not payable in cash prior to the Maturity Date, (B) such Indebtedness does not mature and does not require any scheduled or mandatory prepayments prior to the date that is 180 days following the Maturity Date, (C) such Indebtedness is not secured and (D) such Indebtedness is subordinated to the Obligations on terms reasonably satisfactory to Administrative Agent; and (x) Indebtedness incurred by a Foreign Subsidiary; provided, that no portion of such Indebtedness shall be guaranteed by, be recourse to, or otherwise obligate a Loan Party, or subject, directly or indirectly, contingently or otherwise any property or asset of a Loan Party to a Lien.

Indebtedness. No Loan Party will, nor will it permit None of the Covenant Parties or any Subsidiary toof their Restricted Subsidiaries shall directly or indirectly, create, incur incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness created of any Loan Party under the Loan DocumentsDocuments or any refinancings thereof; (b) Indebtedness existing (i) outstanding on the date hereof Closing Date and set forth in listed on Schedule 6.017.03(b) to the Existing Credit Agreement and any refinancing thereof and, until the first Business Day following the Pushdown Date, the Outstanding Indebtedness and (ii) intercompany Indebtedness outstanding on the Closing Date evidenced by an Intercompany Note and any refinancing thereof evidenced by an Intercompany Note; (c) Indebtedness Guarantees by any Covenant Party and any Restricted Subsidiary in respect of the Borrower to Holdings or any Subsidiary, Indebtedness of any Subsidiary to the Borrower, Holdings Covenant Party or any other Restricted Subsidiary and Indebtedness of Holdings to the Borrower or any Subsidiarya Covenant Party otherwise permitted hereunder; provided that (iA) Indebtedness no Guarantee of any Subsidiary that is not a Loan Party to any Loan Party Senior Subordinated Debt, Senior Unsecured Debt or Junior Financing shall only be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the extent permitted under Section 6.04 and (ii) Indebtedness of the Borrower or Holdings to any Subsidiary that is not a Loan Party and Indebtedness of any Subsidiary that is a Loan Party to any Subsidiary that is not a Loan Party Obligations, such Guarantee shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent; (d) Guarantees (i) by Holdings and the Subsidiaries that are Loan Parties of the Indebtedness of the Borrower described in clause (k) hereof, so long as the Guarantee of the Senior Subordinated Notes is subordinated substantially on terms as set forth in the Senior Subordinated Note Documents, (ii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any Indebtedness of the Borrower or any Subsidiary that is a Loan Party permitted to be incurred under this Agreement, (iii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a Loan Party to the extent such Guarantees are permitted by Section 6.04(u); provided that Guarantees by Holdings, the Borrower or any Subsidiary that is a Loan Party under this clause (d) of any other Indebtedness of a Person that is subordinated to other Indebtedness of such Person shall be expressly subordinated to the Obligations on terms at least as favorable to the Lenders as those contained in the Guarantee subordination of such Indebtedness; (d) Indebtedness of a Covenant Party or any Restricted Subsidiary owing to any Loan Party or any other Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Restricted Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness shall be evidenced by an Intercompany Note; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, lease or improvement of a fixed or capital asset incurred by a Covenant Party or any Restricted Subsidiary prior to or within 270 days after the acquisition, lease or improvement of the applicable asset, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(f) and (iii) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clauses (i) and (ii); (f) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (g) (i) Indebtedness of any Covenant Party or any Restricted Subsidiary (A) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, or (B) incurred to finance a Permitted Acquisition and (ii) any Permitted Refinancing of the foregoing; provided, in each case that such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof (v) is unsecured or is subordinated to the Obligations on terms no less favorable to the Lenders than the subordination terms set forth in the Senior Subordinated Debt Documentation as of the Pushdown Date, (w) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom and (2) the Covenant Parties and their Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, (x) matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the latest Maturity Date (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemption provisions satisfying the requirement of clause (y) hereof), (y) has terms and conditions (other than interest rate, redemption premiums and subordination terms), taken as a whole, that are not materially less favorable to the Covenant Parties as the terms and conditions of the Senior Subordinated Notes is under Debt; provided that a certificate of a Responsible Officer delivered to the Senior Subordinated Note DocumentsAdministrative Agent at least five 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 ▇▇▇▇▇▇▇ 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 Borrowers within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees) and (ivz) with respect to such Indebtedness described in the immediately preceding clause (B), is incurred by Holdings, the Borrower or any Subsidiary that is a Loan Party of any real property lease obligations of the Borrower or any Subsidiary that is a Loan Party; (e) Indebtedness of any Loan Party incurred to finance the acquisition, construction, repair or improvement of any fixed or capital assets, including 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 and renewals of any such Indebtedness in accordance with clause (g) hereof; provided that (i) such Indebtedness is incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e), when combined with the aggregate principal amount of all Capital Lease Obligations and Synthetic Lease Obligations incurred pursuant to clause (f) hereof, shall not exceed $25,000,000 at any time outstanding; provided, further that if requested by the Administrative Agent, the Loan Parties will use commercially reasonable efforts to cause the holder of such Indebtedness in respect of any Real Estate owned or acquired by any Loan Party to enter into a Collateral Access Agreement providing for access and use of the applicable personal property located on such premises following the occurrence and during the continuance of an Event of Default on terms reasonably satisfactory to the Administrative Agent; (f) Capital Lease Obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (e) hereof, not in excess of $25,000,000 at any time outstanding; (g) Indebtedness which represents an extension, refinancing, refunding, replacement or renewal of any of the Indebtedness described in clauses (b), (d), (g), (j), or (k) hereof; provided that, (i) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, refunded, replaced or renewed, except by an amount equal to unpaid accrued interest and premium (including applicable prepayment penalties) thereon plus fees and expenses reasonably incurred in connection therewith, (ii) any Liens securing such Indebtedness are not extended to any additional property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing, refunding, replacement or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, refunded, replaced or renewed, (v) if the Indebtedness that is extended, refinanced, refunded, replaced or renewed was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the extension, refinancing, refunding, replacement or renewal Indebtedness must include subordination terms and conditions that are at least as favorable to the Lenders as those that were applicable to the extended, refinanced, refunded, replaced or renewed Indebtedness and (vi) with respect to any such extension, refinancing, refunding, replacement or renewal of the Senior Secured Term Loan Facility, such refinancing Indebtedness, if secured, is secured only by assets of the Loan Parties that constitute Collateral for the Obligations pursuant to a security agreement subject to the Intercreditor Agreement or another intercreditor agreement that is no less favorable to the Secured Parties, taken as a whole, than the Intercreditor Agreement; (h) Indebtedness owed representing deferred compensation to employees of any Person providing workers’ compensation, health, disability Covenant Party or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case any of its Restricted Subsidiaries incurred in the ordinary course of business; (i) Indebtedness of the Loan Parties in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations, or obligations in respect of letters of credit, bank acceptances or guarantees or similar instruments related thereto, in each case provided in the ordinary course of business; (j) Indebtedness of any Person that becomes a Loan Party after the date hereof and Indebtedness acquired or assumed in connection with Permitted Acquisitions; provided that such Indebtedness exists at the time such Person becomes a Loan Party or at the time of such Permitted Acquisition and is not created in contemplation of or in connection therewith; (k) Indebtedness of the Borrower pursuant to (i) the Senior Subordinated Notes (and the exchange notes issued in exchange thereof) and agreements relating thereto in an original aggregate principal amount that is not in excess of $225,000,000 plus the amount of any interest that is paid-in-kind at any one time outstanding and (ii) the Senior Secured Term Loan Facility in an aggregate principal amount that is not in excess of $185,000,000; (l) other unsecured Indebtedness of the Borrower or any Subsidiary in an aggregate principal amount not exceeding $15,000,000 at any time outstanding; (m) Hedging Obligations of the Loan Parties pursuant to Hedge Agreements permitted by Section 6.07; (n) Indebtedness consisting of promissory notes issued by any Loan Covenant Party or any of its Restricted Subsidiaries to current or former officers, directors and employees, their respective estates, heirs, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings (NHF or any direct or indirect parent thereof) or of the Borrower (following a Qualified Public Offering of the Borrower) NHF permitted by Section 6.087.06; (oj) Indebtedness incurred by any Covenant Party or any of the Loan Parties its Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition constituting indemnification obligations or obligations in respect of purchase price, earn-outs price or other similar adjustments in connection with acquisitions, sales and dispositions permitted under this Agreementadjustments; (pk) Indebtedness consisting of obligations of the Loan Parties any Covenant Party or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions Transaction and Permitted Acquisitions or any other investment Investment expressly permitted hereunder; (ql) cash management obligations of the Loan Parties Cash Management Obligations and other Indebtedness of the Loan Parties in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts, in the ordinary course of business; (rm) Indebtedness of any Covenant Party or any of its Restricted Subsidiaries, in an aggregate principal amount that at the Loan Parties time of, and after giving effect to, the incurrence thereof, would not exceed $400,000,000; (n) Indebtedness consisting of (xa) the financing of insurance premiums or (yb) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (so) Indebtedness incurred by a Loan any Covenant Party or any of its Restricted Subsidiaries 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 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; (tp) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by any Covenant Party or any of its Restricted 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 or consistent with past practice; (q) Indebtedness constituting the Senior Subordinated Debt and/or the Senior Unsecured Debt; (r) Indebtedness supported by a Letter of Credit or a letter of credit issued pursuant to the Senior Secured Term Facility AgreementCredit, in a principal amount not to exceed the face amount of such letter Letter of credit; provided that with respect to Letters of Credit that support Indebtedness incurred by Foreign Subsidiaries, such Indebtedness shall only be permitted to the extent permitted under Section 6.04Credit; (us) Subordinated Indebtedness of a Loan Party (i) constituting deferred purchase price of, or non-Guarantor Subsidiaries incurred to finance, Permitted Acquisitions in the ordinary course of business on ordinary business terms in an aggregate principal amount not exceeding $75,000,000 at any time outstanding, or (ii) incurred to refinance or repay Indebtedness outstanding under the Senior Secured Term Loan Facility, including any incremental facilities provided for thereunder (or if no such Indebtedness is outstanding, any other long-term Indebtedness of the Borrower or any Subsidiary); (v) Other Indebtedness of a Loan Party created or incurred if the Fixed Charge Coverage Ratio as of the end of the most recently ended four-fiscal-quarter period immediately preceding the date on which such Indebtedness is created or incurred would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; provided that if the Indebtedness created or incurred is to be used to finance the acquisition of any Person or assets, such Indebtedness shall be permitted regardless of whether the Fixed Charge Coverage Ratio set forth above is met if the Fixed Charge Coverage Ratio after giving effect to such acquisition or merger is greater than the Fixed Charge Coverage Ratio immediately prior to such acquisition or merger; provided, further, that any Indebtedness created or incurred in compliance with this clause (v) shall be permitted to exist regardless of whether the Fixed Charge Coverage Ratio is subsequently less than the ratio set forth above; (w) Indebtedness incurred by Holdings and owed to the Permitted Holders in an aggregate outstanding principal amount not to exceed $75,000,000 at any time; provided ; (t) Indebtedness of the Covenant Parties or the Restricted Subsidiaries (i) assumed in connection with any Permitted Acquisition or (ii) incurred to finance a Permitted Acquisition, in each case, that is secured only by the assets or business acquired in the applicable Permitted Acquisition (including any acquired Equity Interests of a Person and including, for the avoidance of doubt, the assets owned by such Person) and so long as both immediately prior and after giving effect thereto, (A) interest on such Indebtedness is not payable in cash prior to the Maturity Dateno Default shall exist or result therefrom, (B) such Indebtedness does not mature the Company and does not require any scheduled or mandatory prepayments prior to the date that is 180 days following Restricted Subsidiaries will be in Pro Forma Compliance with the Maturity Datecovenants set forth in Section 7.11, and (C) the aggregate principal amount of such Indebtedness is and all Indebtedness resulting from any Permitted Refinancing thereof at any time outstanding pursuant to this paragraph (t) does not secured and exceed $200,000,000; (Du) such Indebtedness is subordinated in connection with a Permitted Receivables Financing; (v) Indebtedness incurred pursuant to a Permitted Debt Offering; (w) Indebtedness caused by granting the Obligations on terms reasonably satisfactory to Administrative AgentRatable Security of EMTNs; and (x) Indebtedness incurred by a Foreign Subsidiary; providedall premiums (if any), that no portion of such Indebtedness shall be guaranteed byinterest (including post-petition interest), be recourse tofees, expenses, charges and additional or otherwise obligate a Loan Party, or subject, directly or indirectly, contingently or otherwise any property or asset of a Loan Party to a Liencontingent interest on obligations described in clauses (a) through (w) above.

Indebtedness. No Loan Credit Party willshall, nor will it and no Credit Party shall suffer or permit any Subsidiary of its Restricted Subsidiaries to, create, incur incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness created of the Borrower and any of its Restricted Subsidiaries under the Loan DocumentsDocuments (including pursuant to any amendment in connection with an Incremental Facility, any Extension or Extension Offer, any Permitted Repricing Amendment or any other amendment entered into from time to time in accordance with the terms hereof); (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01[Reserved]; (c) Indebtedness outstanding as of the Borrower to Holdings or Closing Date (provided, that, any Subsidiary, Indebtedness in excess of any Subsidiary to the Borrower, Holdings or any other Subsidiary and Indebtedness of Holdings to the Borrower or any Subsidiary; provided that (i) Indebtedness of any Subsidiary that is not a Loan Party to any Loan Party $20,000,000 individually shall only be permitted to the extent permitted under Section 6.04 such Indebtedness is set forth on Schedule 5.3(c)) and (ii) Indebtedness of the Borrower or Holdings to any Subsidiary that is not a Loan Party and Indebtedness of any Subsidiary that is a Loan Party to any Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative AgentPermitted Refinancing thereof; (d) Guarantees (i) by Holdings and the Subsidiaries that are Loan Parties of the Indebtedness Guarantee Obligations of the Borrower described and its Restricted Subsidiaries in clause (k) hereof, so long as the Guarantee respect of the Senior Subordinated Notes is subordinated substantially on terms as set forth in the Senior Subordinated Note Documents, (ii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any Indebtedness of the Borrower or any Subsidiary that is a Loan Party permitted to be incurred under this Agreement, (iii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of Indebtedness its Restricted Subsidiaries otherwise permitted hereunder (except that an Immaterial Subsidiary may not, by virtue of any this Section 5.3(d), guarantee Indebtedness that such Immaterial Subsidiary that is could not a Loan Party to the extent such Guarantees are permitted by otherwise incur under this Section 6.04(u5.3); provided that Guarantees by Holdingsthat, if the Borrower or any Subsidiary that is a Loan Party under this clause (d) of any other Indebtedness of a Person that being guaranteed is subordinated to other Indebtedness of the Obligations, such Person Guarantee Obligation shall be expressly subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the Guarantee subordination of the Senior Subordinated Notes is under the Senior Subordinated Note Documents, and (iv) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any real property lease obligations of the Borrower or any Subsidiary that is a Loan Partysuch Indebtedness; (e) Indebtedness of the Borrower or any Loan of its Restricted Subsidiaries owing to the Borrower or any other Restricted Subsidiary to the extent constituting an Investment permitted by Section 5.2; provided that all such Indebtedness of any Credit Party incurred owed to finance any Person that is not a Credit Party shall be subject to subordination terms reasonably acceptable to Agent; (i) Capital Lease Obligations and other Indebtedness (including Capital Leases) financing the acquisition, construction, repair repair, replacement or improvement of any fixed or capital assets, including 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 and renewals of any such Indebtedness in accordance with clause (g) hereof; provided that (i) such Indebtedness is incurred prior to concurrently with or within one hundred and eighty (180) days after such acquisition or the completion of such applicable acquisition, construction, repair repair, replacement or improvement improvement, and (ii) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clause (i); and provided further that the aggregate principal amount of Indebtedness permitted by this clause (e), when combined with the aggregate principal amount of all including without limitation Capital Lease Obligations and Synthetic Lease Obligations incurred pursuant to clause (fObligations) hereof, shall under this Section 5.3(f) does not exceed the greater of (A) $25,000,000 at any time outstanding; provided, further that if requested by the Administrative Agent, the Loan Parties will use commercially reasonable efforts to cause the holder 70,000,000 and (B) 13.5% of such Indebtedness in respect of any Real Estate owned or acquired by any Loan Party to enter into a Collateral Access Agreement providing for access and use of the applicable personal property located on such premises following the occurrence and during the continuance of an Event of Default on terms reasonably satisfactory to the Administrative Agent; (f) Capital Lease Obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (e) hereof, not in excess of $25,000,000 LTM EBITDA at any time outstanding; (g) Indebtedness which represents an extensionin respect of Rate Contracts designed to hedge against interest rates, refinancing, refunding, replacement foreign exchange rates or renewal of any of the Indebtedness described in clauses (b), (d), (g), (j), or (k) hereof; provided that, (i) the principal amount (or accreted value, if applicable) thereof does commodities pricing risks incurred not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, refunded, replaced or renewed, except by an amount equal to unpaid accrued interest and premium (including applicable prepayment penalties) thereon plus fees and expenses reasonably incurred in connection therewith, (ii) any Liens securing such Indebtedness are not extended to any additional property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing, refunding, replacement or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, refunded, replaced or renewed, (v) if the Indebtedness that is extended, refinanced, refunded, replaced or renewed was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the extension, refinancing, refunding, replacement or renewal Indebtedness must include subordination terms and conditions that are at least as favorable to the Lenders as those that were applicable to the extended, refinanced, refunded, replaced or renewed Indebtedness and (vi) with respect to any such extension, refinancing, refunding, replacement or renewal of the Senior Secured Term Loan Facility, such refinancing Indebtedness, if secured, is secured only by assets of the Loan Parties that constitute Collateral for the Obligations pursuant to a security agreement subject to the Intercreditor Agreement or another intercreditor agreement that is no less favorable to the Secured Parties, taken as a whole, than the Intercreditor Agreementspeculative purposes; (h) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (i) Indebtedness of the Loan Parties in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations, or obligations in respect of letters of credit, bank acceptances or guarantees or similar instruments related thereto, in each case provided in the ordinary course of business; (j) Indebtedness of any Person that becomes a Loan Party after the date hereof and Indebtedness acquired or assumed in connection with any Permitted AcquisitionsAcquisition or Investment permitted under Section 5.2; provided that (i) such Indebtedness exists at the time such Person becomes a Loan Party or at the time was not incurred in contemplation of such Permitted Acquisition and is not created in contemplation of or in connection therewith; (k) Indebtedness of the Borrower pursuant to (i) the Senior Subordinated Notes (and the exchange notes issued in exchange thereof) and agreements relating thereto in an original aggregate principal amount that is not in excess of $225,000,000 plus the amount of any interest that is paid-in-kind at any one time outstanding Investment and (ii) the Senior Secured Term Loan Facility in an aggregate principal amount that is of such assumed Indebtedness does not in excess exceed the greater of (A) $185,000,000; 70,000,000 and (lB) other unsecured Indebtedness 13.5% of the Borrower or any Subsidiary in an aggregate principal amount not exceeding $15,000,000 LTM EBITDA at any time outstanding; (mi) Hedging Obligations Indebtedness representing deferred compensation to employees of the Loan Parties pursuant to Hedge Agreements permitted Borrower (or any direct or indirect parent of the Borrower) and its Restricted Subsidiaries incurred in the Ordinary Course of Business or approved by Section 6.07the board of directors or managers or sole member, as applicable, of the Borrower in their reasonable business judgment; (nj) Indebtedness consisting of promissory notes issued by any Loan Party to current or former officers, directors directors, partners, managers, consultants and employees, their respective estates, heirs, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings (Stock or any direct or indirect parent thereof) or Stock Equivalents of the Borrower (following a Qualified Public Offering of the Borrower) permitted by Section 6.085.6 in an aggregate principal amount not to exceed the greater of (i) $25,000,000 and (ii) 5.0% of LTM EBITDA at any one time outstanding; (ok) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the Loan Parties extent constituting (i) indemnification obligations or obligations in respect of purchase price, earn-outs price or other similar adjustments or (ii) earn-out obligations, in connection with acquisitionsthe case of clause (ii), sales not in excess of an aggregate principal amount of the greater of (A) $50,000,000 and dispositions (B) 10.0% of LTM EBITDA at any time outstanding; provided, that, in each case, all such Indebtedness shall be secured only to the extent permitted under this Agreementby Section 5.1 and payable only to the extent permitted by Section 5.8(b); (pl) Indebtedness consisting of obligations of the Loan Parties Borrower or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions and Permitted Acquisitions or any other investment Investment expressly permitted hereunder; (qm) cash management obligations of the Loan Parties Cash Management Obligations and other Indebtedness of the Loan Parties in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts, accounts incurred in the ordinary course of businesscourse; (rn) Indebtedness of the Loan Parties consisting of (xa) the financing of insurance premiums or (yb) take-or-take or pay obligations contained in supply arrangements, in each case, in the ordinary course Ordinary Course of businessBusiness; (so) Indebtedness incurred by a Loan Party the Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances acceptances, warehouse receipts or similar instruments issued or created in the ordinary course Ordinary Course of businessBusiness, 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; (tp) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Restricted 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; (q) Indebtedness supported by a Letter of Credit or a letter of credit issued pursuant to the Senior Secured Term Facility Agreement, in a principal amount not to exceed the face amount of such letter Letter of credit; provided that with respect to Letters of Credit that support Credit; (i) Junior Indebtedness incurred by Foreign Subsidiaries, such Indebtedness shall only be permitted to the extent permitted under Section 6.04; (u) Subordinated Indebtedness of a Loan Party (i) constituting deferred purchase price of, or incurred to finance, Permitted Acquisitions in an aggregate principal amount not exceeding $75,000,000 at any time outstanding, or (ii) incurred to refinance or repay Indebtedness outstanding under the Senior Secured Term Loan Facility, including any incremental facilities provided for thereunder (or if no such Indebtedness is outstanding, any other long-term Indebtedness of the Borrower or any Subsidiaryof its Restricted Subsidiaries (including in connection with Permitted Acquisitions and other similar Investments permitted under Section 5.2); , so long as (v1) Other Indebtedness on the date of incurrence of such Indebtedness, the Borrower shall be in compliance with the Financial Covenant (calculated on a Loan Party created or incurred if the Fixed Charge Coverage Ratio Pro Forma Basis) as of the end of the most recently ended four-fiscal-quarter period immediately preceding the date on which such Indebtedness is created or incurred would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred and the application of the proceeds therefrom had occurred at the beginning of such four-quarter periodTest Period; provided that if the such Indebtedness created or may be incurred is to be used to finance an Acquisition notwithstanding the acquisition failure to comply with the applicable ratios if such Acquisition is a Limited Condition Transaction and the Borrower was in compliance with such ratios on a Pro Forma Basis on the date that a legally binding commitment was entered into with respect to such Acquisition, (2) the final maturity date of any Person such Indebtedness shall be no earlier (but may be later) than the date that is ninety-one (91) days after the final maturity date of the then outstanding Term Loans and shall have a Weighted Average Life to Maturity equal to or assetsgreater than the Weighted Average Life to Maturity of the Term Loans, plus ninety-one (91) days, (3) to the extent such Junior Indebtedness is secured, such Indebtedness shall not be permitted regardless of whether the Fixed Charge Coverage Ratio set forth above is met if the Fixed Charge Coverage Ratio after giving effect to such acquisition or merger is greater secured by any collateral other than the Fixed Charge Coverage Ratio immediately prior Collateral and shall be subject to customary intercreditor terms to be reasonably satisfactory to Agent and the Borrower, (4) such acquisition or merger; providedIndebtedness shall not guaranteed by any Person that is not a Guarantor and (5) any such Indebtedness incurred pursuant to this clause (r) by a Non-Credit Party, further, that when taken together with any Indebtedness created or incurred pursuant to Section 5.3(s), shall not exceed an aggregate principal amount not to exceed the greater of (A) $80,000,000 and (B) 15% of LTM EBITDA at any one time outstanding and (ii) any Permitted Refinancing thereof; (s) Indebtedness incurred by a Non-Credit Party, and guarantees thereof by a Non-Credit Party, in an aggregate principal amount not to exceed, when taken together with Indebtedness incurred by a Non-Credit Party pursuant to Section 5.3(r) above, the greater of (i) $70,000,000 and (ii) 13.5% of LTM EBITDA at any one time outstanding; (t) Incremental Equivalent Indebtedness (and Guarantees thereof by the Guarantors) to the extent permitted by and incurred in compliance with this clause the applicable provisions of Section 1.1(e); (u) additional Indebtedness in an aggregate principal amount not to exceed the greater of (i) $100,000,000 and (ii) 20.0% of LTM EBITDA at any one time outstanding; (v) shall be permitted to exist regardless of whether the Fixed Charge Coverage Ratio is subsequently less than the ratio set forth aboveall premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (x); (w) any Indebtedness incurred by Holdings and owed to the Permitted Holders constituting an Investment permitted under Section 5.2; (x) obligations in respect of Disqualified Stock in an aggregate outstanding principal amount not to exceed the greater of (i) $75,000,000 6,000,000 and (ii) 1.0% of LTM EBITDA at any time; provided that (A) interest on such Indebtedness is not payable in cash prior to the Maturity Date, (B) such Indebtedness does not mature and does not require any scheduled or mandatory prepayments prior to the date that is 180 days following the Maturity Date, (C) such Indebtedness is not secured and (D) such Indebtedness time outstanding which is subordinated to the Obligations on as to right and time of payment and as to other rights and remedies thereunder and having such other terms as are, in each case, reasonably satisfactory to Administrative Agent; and (xy) Indebtedness in connection with a judgment not constituting an Event of Default under Section 7.1(h). For purposes of determining compliance with any restriction on the incurrence of Indebtedness, the principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred by to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a Foreign Subsidiary; providedforeign currency, that no portion and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased. The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be guaranteed by, deemed to be recourse to, or otherwise obligate a Loan Party, or subject, directly or indirectly, contingently or otherwise any property or asset an incurrence of a Loan Party to a LienIndebtedness for purposes of this Section 5.3.

Indebtedness. No Loan Party willNeither the Borrower nor any of the Restricted Subsidiaries shall, nor will it permit any Subsidiary todirectly or indirectly, create, incur incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness created of any Loan Party under (i) the Loan DocumentsDocuments and (ii) the Senior Notes Documents in an aggregate principal amount under this clause (ii) not to exceed $500,000,000 and any Permitted Refinancing thereof; (b) (i) Indebtedness existing outstanding on the date hereof Closing Date and set forth in as listed on Schedule 6.01; 7.03(b) and any Permitted Refinancing thereof and (cii) Indebtedness of the Borrower to Holdings or any Subsidiary, Indebtedness of any Subsidiary to the Borrower, Holdings or any other Subsidiary and Indebtedness of Holdings owed to the Borrower or any Subsidiary; provided that (i) Restricted Subsidiary outstanding on the Closing Date and any refinancing thereof with Indebtedness of any Subsidiary that is not a Loan Party owed to any Loan Party shall only be permitted to the extent permitted under Section 6.04 and (ii) Indebtedness of the Borrower or Holdings to any Subsidiary that is not a Loan Party and Indebtedness of any Subsidiary that is a Loan Party to any Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent; (d) Guarantees (i) by Holdings and the Subsidiaries that are Loan Parties of the Indebtedness of the Borrower described in clause (k) hereof, so long as the Guarantee of the Senior Subordinated Notes is subordinated substantially on terms as set forth in the Senior Subordinated Note Documents, (ii) by Holdings, the Borrower or any Restricted Subsidiary that is in a Loan Party of any Indebtedness of the Borrower or any Subsidiary that is a Loan Party permitted to be incurred under this Agreement, (iii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a Loan Party to the extent such Guarantees are permitted by Section 6.04(u); provided that Guarantees by Holdings, the Borrower or any Subsidiary that is a Loan Party under this clause (d) of any other Indebtedness of a Person that is subordinated to other Indebtedness of such Person shall be expressly subordinated to the Obligations on terms at least as favorable to the Lenders as the Guarantee of the Senior Subordinated Notes is under the Senior Subordinated Note Documents, and (iv) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any real property lease obligations of the Borrower or any Subsidiary that is a Loan Party; (e) Indebtedness of any Loan Party incurred to finance the acquisition, construction, repair or improvement of any fixed or capital assets, including 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 and renewals of any such Indebtedness in accordance with clause (g) hereof; provided that (i) such Indebtedness is incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e), when combined with the aggregate principal amount of all Capital Lease Obligations and Synthetic Lease Obligations incurred pursuant to clause (f) hereof, shall not exceed $25,000,000 at any time outstanding; provided, further that if requested by the Administrative Agent, the Loan Parties will use commercially reasonable efforts to cause the holder of such Indebtedness in respect of any Real Estate owned or acquired by any Loan Party to enter into a Collateral Access Agreement providing for access and use of the applicable personal property located on such premises following the occurrence and during the continuance of an Event of Default on terms reasonably satisfactory to the Administrative Agent; (f) Capital Lease Obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (e) hereof, not in excess of $25,000,000 at any time outstanding; (g) Indebtedness which represents an extension, refinancing, refunding, replacement or renewal of any of the Indebtedness described in clauses (b), (d), (g), (j), or (k) hereof; provided that, (i) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the intercompany Indebtedness so extended, refinanced, refunded, replaced or renewed, except by an amount equal to unpaid accrued interest and premium ; provided that (including applicable prepayment penalties) thereon plus fees and expenses reasonably incurred in connection therewith, (iix) any Liens securing such Indebtedness are not extended to advanced by any additional property of any Loan Party, (iii) no Loan Party Person that is not originally obligated with respect a Loan Party to repayment of such Indebtedness is required any Loan Party pursuant to become obligated with respect thereto, this clause (ivb) such extension, refinancing, refunding, replacement or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, refunded, replaced or renewed, (v) if the Indebtedness that is extended, refinanced, refunded, replaced or renewed was shall be subordinated in right of payment to the Secured Loans and (y) any Indebtedness advanced by any Loan Party to any Person that is not a Loan Party shall either (i) be made in the ordinary course of business or (ii) be evidenced by a note pledged as Collateral on a first priority basis for the benefit of the Obligations, then which note shall be in form and substance reasonably satisfactory to the Administrative Agent (it being understood that an Intercompany Note shall be satisfactory to the Administrative Agent); (c) Guarantees by the Borrower and any Restricted Subsidiary in respect of Indebtedness of the Borrower or any Restricted Subsidiary of the Borrower otherwise permitted hereunder; provided that (A) no Guarantee (other than Guarantees by a Foreign Subsidiary of Indebtedness of another Foreign Subsidiary) of any Senior Notes or any Indebtedness constituting Junior Financing with a principal amount in excess of the Threshold Amount shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and conditions (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the extension, refinancing, refunding, replacement or renewal Indebtedness must include subordination Obligations on terms and conditions that are at least as favorable to the Lenders as those that were applicable contained in the subordination of such Indebtedness; (d) Indebtedness of the Borrower or any Restricted Subsidiary owing to the extendedBorrower or any Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Restricted Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness advanced by any Loan Party to any Person that is not a Loan Party shall be evidenced by an Intercompany Note and any such Indebtedness advanced by any Person that is not a Loan Party to any Loan Party shall be subordinated in right of payment to the Loans (for the avoidance of doubt, refinanced, refunded, replaced or renewed any such Indebtedness owing to a Restricted Subsidiary that is not a Loan Party shall be deemed to be expressly subordinated in right of payment to the Loans unless the terms of such Indebtedness expressly provide otherwise); (i) Attributable Indebtedness and other Indebtedness (viincluding Financing Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Restricted Subsidiary prior to or within 365 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset in an aggregate amount not to exceed (A) the amount of such Indebtedness outstanding on the Closing Date plus (B) the greater of (1) $160,000,000 and (2) 30% of LTM Consolidated EBITDA, in each case determined at the time of incurrence at any time outstanding (together with any Permitted Refinancings thereof but without giving effect to any increase in principal amount permitted under clause (a) of the proviso to the definition of “Permitted Refinancing”), (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any of the foregoing; (f) Indebtedness in respect of Swap Contracts (i) entered into to hedge or mitigate risks to which the Borrower or any Restricted Subsidiary has actual or anticipated exposure (other than those in respect of shares of capital stock or other equity ownership interests of the Borrower or any Restricted Subsidiary), (ii) entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any such extension, refinancing, refunding, replacement interest-bearing liability or renewal investment of the Senior Secured Term Loan FacilityBorrower or any Restricted Subsidiary and (iii) entered into to hedge commodities, currencies, general economic conditions, raw materials prices, revenue streams or business performance, in each case incurred in the ordinary course of business and not for speculative purposes; (i) Indebtedness of the Borrower or any Restricted Subsidiary incurred or assumed in connection with any Permitted Acquisition or similar Investment expressly permitted hereunder; provided that after giving pro forma effect to such refinancing Permitted Acquisition or Investment and the incurrence or assumption of such Indebtedness, the aggregate principal amount of such Indebtedness does not exceed (x) the greater of (1) $100,000,000 and (2) 20% of LTM Consolidated EBITDA at any time outstanding plus (y) any additional amount of such Indebtedness so long (A) if secured, such incurred Indebtedness is secured only by assets all or any portion of the Collateral on a pari passu basis with the Facilities, either (1) the Consolidated First Lien Net Leverage Ratio determined on a Pro Forma Basis would not exceed the Consolidated First Lien Net Leverage Ratio immediately prior thereto or (2) the Borrower could incur $1.00 of Permitted First Lien Ratio Debt, (B) if such Indebtedness is secured by all or any portion of the Collateral on a junior Lien basis to the Facilities, either (1) the Consolidated Secured Net Leverage Ratio determined on a Pro Forma Basis would not exceed the Consolidated Secured Net Leverage Ratio immediately prior thereto or (2) the Borrower could incur $1.00 of Permitted Junior Secured Ratio Debt or (C) if such Indebtedness is unsecured or not secured by all or any portion of the Collateral (and including all such Indebtedness of Restricted Subsidiaries that are not Loan Parties Parties), either (1) either (I) the Consolidated Interest Coverage Ratio determined on a Pro Forma Basis would be greater than or equal to the Consolidated Interest Coverage Ratio immediately prior thereto or (II) the Consolidated Total Net Leverage Ratio determined on a Pro Forma Basis would not exceed the Consolidated Total Net Leverage Ratio immediately prior thereto or (2) the Borrower could incur $1.00 of Permitted Unsecured Ratio Debt; provided that constitute Collateral for the Obligations any such Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party, together with any Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party pursuant to a security agreement Sections 7.03(q), 7.03(s) or 7.03(w), does not exceed in the aggregate at any time outstanding the greater of (i) $200,000,000 and (ii) 35% of LTM Consolidated EBITDA, in each case determined at the time of incurrence; provided, further, that any Indebtedness incurred (but not assumed) pursuant to this clause (g) shall be subject to the Intercreditor Agreement or another intercreditor agreement that is no less favorable to requirements included in the Secured Partiesfirst proviso under the definition of “Permitted Ratio Debt”, taken as a whole, than the Intercreditor Agreementand (ii) any Permitted Refinancing thereof; (h) Indebtedness owed representing deferred compensation to employees of the Borrower (or any Person providing workers’ compensation, health, disability direct or other employee benefits indirect parent thereof) or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case any of its Restricted Subsidiaries incurred in the ordinary course of business; (i) Indebtedness of the Loan Parties in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations, or obligations in respect of letters of credit, bank acceptances or guarantees or similar instruments related thereto, in each case provided in the ordinary course of business; (j) Indebtedness of any Person that becomes a Loan Party after the date hereof and Indebtedness acquired or assumed in connection with Permitted Acquisitions; provided that such Indebtedness exists at the time such Person becomes a Loan Party or at the time of such Permitted Acquisition and is not created in contemplation of or in connection therewith; (k) Indebtedness of the Borrower pursuant to (i) the Senior Subordinated Notes (and the exchange notes issued in exchange thereof) and agreements relating thereto in an original aggregate principal amount that is not in excess of $225,000,000 plus the amount of any interest that is paid-in-kind at any one time outstanding and (ii) the Senior Secured Term Loan Facility in an aggregate principal amount that is not in excess of $185,000,000; (l) other unsecured Indebtedness of the Borrower or any Subsidiary in an aggregate principal amount not exceeding $15,000,000 at any time outstanding; (m) Hedging Obligations of the Loan Parties pursuant to Hedge Agreements permitted by Section 6.07; (n) Indebtedness consisting of promissory notes issued by the Borrower or any Loan Party of its Restricted Subsidiaries to current future, present or former officers, managers, consultants, directors and employees, their respective estatesControlled Investment Affiliates or Immediate Family Members, heirsin each case, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings (the Borrower or any direct or indirect parent thereof) or of the Borrower (following a Qualified Public Offering of the Borrower) permitted by Section 6.087.06; (oj) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries prior to the Loan Parties Closing Date or thereafter in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price, price (including earn-outs outs) or other similar adjustments in connection with acquisitions, sales and dispositions permitted under this Agreementadjustments; (pk) Indebtedness consisting of obligations of the Loan Parties Borrower or any of its Restricted Subsidiaries under deferred compensation purchase price or other similar arrangements incurred by such Person prior to the Closing Date or thereafter in connection with the Transactions and Permitted Acquisitions or any other investment Investment expressly permitted hereunder; (ql) cash management obligations in respect of the Loan Parties Treasury Services Agreements and other Indebtedness of the Loan Parties in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts, in the ordinary course of business; (rm) Indebtedness of the Loan Parties Borrower or any of its Restricted Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed (x) the greater of (i) $230,000,000 and (ii) 37.5% of LTM Consolidated EBITDA at any time outstanding plus (y) 200% of the cumulative amount of the net cash proceeds and Cash Equivalent proceeds from the sale of Equity Interests (other than Excluded Contributions, proceeds of Disqualified Equity Interests, Designated Equity Contributions or sales of Equity Interests to the Borrower or any of its Subsidiaries) of the Borrower or any direct or indirect parent of the Borrower after the Closing Date and on or prior to such time (including upon exercise of warrants or options) which proceeds have been contributed as common equity to the capital of the Borrower that has been Not Otherwise Applied; (n) Indebtedness consisting of (xi) the financing of insurance premiums or (yii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (so) Indebtedness incurred by a Loan Party the Borrower or any of its Restricted Subsidiaries 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 with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 45 Business Days following the incurrence thereof; (tp) Indebtedness supported obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by a Letter the Borrower or any of Credit its Restricted Subsidiaries or a letter obligations in respect of credit issued pursuant to the Senior Secured Term Facility Agreementletters of credit, bank guarantees or similar instruments related thereto, in a principal amount not to exceed each case in the face amount ordinary course of such letter of credit; provided that business or consistent with respect to Letters of Credit that support Indebtedness incurred by Foreign Subsidiaries, such Indebtedness shall only be permitted to the extent permitted under Section 6.04past practice; (u) Subordinated Indebtedness of a Loan Party (i) constituting deferred purchase price ofIndebtedness incurred (x) and secured on a pari passu basis with the Facilities (“Incremental Equivalent First Lien Debt”) or (y) and secured on a junior Lien basis with the Facilities and any Permitted Refinancing thereof (“Incremental Equivalent Junior Lien Debt”), or incurred to finance, Permitted Acquisitions in an aggregate principal amount under this clause (q), when aggregated with the amount of Incremental Term Loans and Incremental Revolving Credit Commitments incurred pursuant to Section 2.14(d)(v) and Incremental Equivalent Unsecured Debt incurred pursuant to Section 7.03(w), not exceeding $75,000,000 at any time outstandingto exceed the Available Incremental Amount, or so long as (iix) incurred to refinance or repay Indebtedness outstanding under if the Senior Secured Term Loan Facility, including any incremental facilities provided for thereunder (or if no proceeds of such Indebtedness is outstanding, any other long-term Indebtedness of the Borrower or any Subsidiary); (v) Other Indebtedness of a Loan Party created or incurred if the Fixed Charge Coverage Ratio as of the end of the most recently ended four-fiscal-quarter period immediately preceding the date on which such Indebtedness is created or incurred would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; provided that if the Indebtedness created or incurred is to be are being used to finance the acquisition a Permitted Acquisition, Investment, or irrevocable repayment, repurchase or redemption of any Person Indebtedness, no Event of Default under Sections 8.01(a) or assets, such Indebtedness (f) with respect to the Borrower shall have occurred and be permitted regardless of whether the Fixed Charge Coverage Ratio set forth above is met if the Fixed Charge Coverage Ratio continuing or would exist after giving effect to such acquisition Indebtedness, or merger is greater than the Fixed Charge Coverage Ratio immediately prior (y) if otherwise, no Event of Default shall have occurred and be continuing or would exist after giving effect to such acquisition or mergerIndebtedness; providedprovided that such Indebtedness shall (A) in the case of Incremental Equivalent First Lien Debt, furtherhave a maturity date that is after the Latest Maturity Date at the time such Indebtedness is incurred, and in the case of Incremental Equivalent Junior Lien Debt, have a maturity date that any is at least ninety-one (91) days after the Latest Maturity Date at the time such Indebtedness created or is incurred (and in compliance with each case subject to the Permitted Earlier Maturity Indebtedness Exception); provided that the foregoing requirements of this clause (vA) shall be permitted to exist regardless of whether the Fixed Charge Coverage Ratio is subsequently less than the ratio set forth above; (w) Indebtedness incurred by Holdings and owed not apply to the Permitted Holders in an aggregate outstanding principal amount not extent such Indebtedness constitutes a customary bridge facility, so long as the long-term Indebtedness into which such customary bridge facility is to exceed $75,000,000 at any time; provided that be converted or exchanged satisfies the requirements of this clause (A) interest on and such Indebtedness conversion or exchange is not payable in cash prior subject only to the Maturity Dateconditions customary for similar conversions or exchanges, (B) in the case of Incremental Equivalent First Lien Debt, have a Weighted Average Life to Maturity not shorter than the longest remaining Weighted Average Life to Maturity of the Facilities and, in the case of Incremental Equivalent Junior Lien Debt, shall not be subject to scheduled amortization prior to maturity (and in each case subject to the Permitted Earlier Maturity Indebtedness Exception); provided that the foregoing requirements of this clause (B) shall not apply to the extent such Indebtedness does not mature constitutes a customary bridge facility, so long as the long-term Indebtedness into which such customary bridge facility is to be converted or exchanged satisfies the requirements of this clause (B) and does not require any scheduled such conversion or mandatory prepayments prior exchange is subject only to the date that is 180 days following the Maturity Dateconditions customary for similar conversions or exchanges, (C) if such Indebtedness is not secured and on a junior Lien basis by a Loan Party with respect to Collateral, be subject to the Junior Lien Intercreditor Agreement and, if the Indebtedness is secured on a pari passu basis with the Facilities, be subject to the First Lien Intercreditor Agreement, (D) in the case of Incremental Equivalent First Lien Debt in the form of term loans, be subject to the MFN Protection (but subject to the MFN Trigger Amount exception to such MFN Protection) as if such Indebtedness is subordinated to the Obligations on were an Incremental Term Loan and (E) have terms reasonably satisfactory to Administrative Agent; and and conditions (other than (x) pricing, rate floors, discounts, fees, premiums and optional prepayment or redemption provisions and (y) covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness and to the extent any financial maintenance covenant is added for the benefit of such Incremental Equivalent First Lien Debt or Incremental Equivalent Junior Lien Debt, to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the incurrence or issuance of such Incremental Equivalent First Lien Debt or Incremental Equivalent Junior Lien Debt, as applicable) that in the good faith determination of the Borrower (i) are not materially less favorable (when taken as a whole) to the Borrower than the terms and conditions of the Loan Documents (when taken as a whole) or (ii) reflect market terms and conditions (taken as a whole) at the time of incurrence or issuance (provided that a certificate of the Borrower as to the satisfaction of the conditions described in this clause (E) delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the materials terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (E), shall be conclusive); provided, that any such Indebtedness incurred by a Foreign Subsidiary; provided, Restricted Subsidiary that no portion of such Indebtedness shall be guaranteed by, be recourse to, or otherwise obligate is not a Loan Party, or subject, directly or indirectly, contingently or otherwise together with any property or asset of a Loan Party to a Lien.Indeb

Indebtedness. No Loan Party willCreate, nor will it permit any Subsidiary toincur, create, incur assume or suffer to exist any IndebtednessIndebtedness or issue any Disqualified Equity Interest, exceptother than: (a) Indebtedness created under the Loan Documents; (b) (i) Indebtedness existing on the date hereof and set forth in on Schedule 6.017.03(b) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the date hereof; provided that all such Indebtedness of any Loan Party owed to any Non-Loan Party shall be subject to the Intercompany Subordination Agreement; (ci) Guarantees by Holdings, the Borrower and the Restricted Subsidiaries in respect of Indebtedness of the Borrower to Holdings or any Subsidiary, Indebtedness of any Subsidiary to the Borrower, Holdings or any other Subsidiary and Indebtedness of Holdings to the Borrower or any Subsidiary; provided Restricted Subsidiaries otherwise permitted hereunder (except that (i) Indebtedness of any a Restricted Subsidiary that is not a Loan Party to may not, by virtue of this Section 7.03(c), Guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 7.03); provided that (A) no Guarantee by any Loan Party Restricted Subsidiary of any Junior Financing shall only be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the Guaranty and (B) if the Indebtedness being Guaranteed is subordinated to the extent permitted under Section 6.04 and (ii) Indebtedness of the Borrower or Holdings to any Subsidiary that is not a Loan Party and Indebtedness of any Subsidiary that is a Loan Party to any Subsidiary that is not a Loan Party Obligations, such Guarantee shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent; (d) Guarantees (i) by Holdings and the Subsidiaries that are Loan Parties of the Indebtedness of the Borrower described in clause (k) hereof, so long as the Guarantee of the Senior Subordinated Notes is subordinated substantially on terms as set forth in the Senior Subordinated Note Documents, (ii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any Indebtedness of the Borrower or any Subsidiary that is a Loan Party permitted to be incurred under this Agreement, (iii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a Loan Party to the extent such Guarantees are permitted by Section 6.04(u); provided that Guarantees by Holdings, the Borrower or any Subsidiary that is a Loan Party under this clause (d) of any other Indebtedness of a Person that is subordinated to other Indebtedness of such Person shall be expressly subordinated to the Obligations Guaranty on terms at least as favorable to the Lenders as those contained in the Guarantee subordination of the Senior Subordinated Notes is under the Senior Subordinated Note Documents, such Indebtedness and (ivii) any Guaranty by Holdings, the Borrower or any Subsidiary that is a Loan Party of any real property lease obligations Indebtedness of a Restricted Subsidiary that would have been permitted as an Investment by such Loan Party in such Restricted Subsidiary under Section 7.02(c); (d) Indebtedness of the Borrower or any of the Restricted Subsidiaries owing to the Borrower or any other Restricted Subsidiary to the extent constituting an Investment permitted by Section 7.02; provided that is a Loan Party; (e) all such Indebtedness of any Loan Party incurred owed to finance any Person that is not a Loan Party shall be subject to the Intercompany Subordination Agreement; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) of the Borrower and the Restricted Subsidiaries financing the acquisition, construction, repair repair, replacement or improvement of any fixed or capital assets, including 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 and renewals of any such Indebtedness in accordance with clause (g) hereof; provided that (i) such Indebtedness is incurred prior to concurrently with or within one two hundred eighty and seventy (180270) days after such acquisition or the completion of such applicable acquisition, construction, repair repair, replacement or improvement and (ii) Attributable Indebtedness arising out of sale-leaseback transactions, and, in each case, any Permitted Refinancing thereof; provided that the aggregate principal amount of Indebtedness permitted by at any one time outstanding incurred pursuant to this clause (e), when combined with the aggregate principal amount of all Capital Lease Obligations and Synthetic Lease Obligations incurred pursuant to clause (f) hereof, shall not exceed the greater of $25,000,000 50,000,000 and 1.75% of Total Assets, in each case determined at any the time outstanding; provided, further that if requested by the Administrative Agent, the Loan Parties will use commercially reasonable efforts to cause the holder of such Indebtedness in respect of any Real Estate owned or acquired by any Loan Party to enter into a Collateral Access Agreement providing for access and use of the applicable personal property located on such premises following the occurrence and during the continuance of an Event of Default on terms reasonably satisfactory to the Administrative Agentincurrence; (f) Capital Lease Obligations Indebtedness in respect of Swap Contracts designed to hedge against Holdings’, the Borrower’s or any Restricted Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (e) hereof, not in excess of $25,000,000 at any time outstandingfor speculative purposes and Guarantees thereof; (g) Indebtedness which represents an extension, refinancing, refunding, replacement or renewal of any of the Indebtedness described in clauses (b), (d), (g), (j), or (k) hereof; provided that, (i) of any Person that becomes a Restricted Subsidiary after the principal amount date hereof, which Indebtedness is existing at the time such Person becomes a Restricted Subsidiary and is not incurred in contemplation of such Person becoming a Restricted Subsidiary that is non-recourse to the Borrower, Holdings or any other Restricted Subsidiary (other than any Subsidiary of such Person that is a Subsidiary on the date such Person becomes a Restricted Subsidiary after the date hereof) and is either (A) unsecured or accreted value(B) secured only by the assets of such Restricted Subsidiary by Liens permitted under Section 7.01(p) and, if applicable) thereof does not exceed the principal amount in each case, any Permitted Refinancing thereof, and (or accreted value, if applicableii) of the Indebtedness so extended, refinanced, refunded, replaced Borrower or renewed, except by an amount equal to unpaid accrued interest and premium (including applicable prepayment penalties) thereon plus fees and expenses reasonably any Restricted Subsidiary incurred or assumed in connection therewith, (ii) with any Liens securing such Indebtedness are not extended to any additional property of any Loan Party, (iii) no Loan Party Permitted Acquisition that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing, refunding, replacement or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, refunded, replaced or renewed, (v) if the Indebtedness that is extended, refinanced, refunded, replaced or renewed was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the extension, refinancing, refunding, replacement or renewal Indebtedness must include subordination terms and conditions that are at least as favorable to the Lenders as those that were applicable to the extended, refinanced, refunded, replaced or renewed Indebtedness and (vi) with respect to any such extension, refinancing, refunding, replacement or renewal of the Senior Secured Term Loan Facility, such refinancing Indebtedness, if secured, is secured only by assets Liens permitted under Section 7.01(p) (and any Permitted Refinancing of the Loan Parties that constitute Collateral for foregoing) and so long as the Obligations aggregate principal amount of such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof at any time outstanding pursuant to a security agreement subject to the Intercreditor Agreement or another intercreditor agreement that is no less favorable to the Secured Parties, taken as a whole, than the Intercreditor Agreementclause (g)(ii) does not exceed $50,000,000; (h) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of businessTerm Loan Refinancing Debt; (i) Indebtedness representing deferred compensation to employees of the Loan Parties in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance Borrower and completion guarantees and similar obligations, or obligations in respect of letters of credit, bank acceptances or guarantees or similar instruments related thereto, in each case provided its Subsidiaries incurred in the ordinary course of business; (j) Indebtedness of any Person that becomes a Loan Party after the date hereof and Indebtedness acquired or assumed in connection with Permitted Acquisitions; provided that such Indebtedness exists at the time such Person becomes a Loan Party or at the time of such Permitted Acquisition and is not created in contemplation of or in connection therewith; (k) Indebtedness of the Borrower pursuant to (i) the Senior Subordinated Notes (and the exchange notes issued in exchange thereof) and agreements relating thereto in an original aggregate principal amount that is not in excess of $225,000,000 plus the amount of any interest that is paid-in-kind at any one time outstanding and (ii) the Senior Secured Term Loan Facility in an aggregate principal amount that is not in excess of $185,000,000; (l) other unsecured Indebtedness of the Borrower or any Subsidiary in an aggregate principal amount not exceeding $15,000,000 at any time outstanding; (m) Hedging Obligations of the Loan Parties pursuant to Hedge Agreements permitted by Section 6.07; (n) Indebtedness consisting of promissory notes issued by any Loan Party to current or former officers, directors directors, managers, consultants and employees, their respective estates, heirs, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings (or any direct or indirect parent thereof) or of the Borrower (following a Qualified Public Offering of the Borrower) permitted by Section 6.087.06; (ok) Indebtedness incurred by the Borrower or any of the Loan Parties Restricted Subsidiaries in a Permitted Acquisition, 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, price (including earn-outs outs) or other similar adjustments in connection with acquisitions, sales and dispositions permitted under this Agreementadjustments; (pl) Indebtedness consisting of obligations of the Loan Parties Borrower and the Restricted Subsidiaries under deferred compensation or other similar arrangements with employees incurred by such Person in connection with the Transactions Original Transaction and Permitted Acquisitions or any other investment Investment expressly permitted hereunder; (qm) cash management obligations of the Loan Parties Cash Management Obligations and other Indebtedness of the Loan Parties in respect of netting services, automatic clearinghouse arrangements, overdraft protections protections, employee credit card programs and other cash management and similar arrangements in each case in connection with deposit accounts, in the ordinary course of businessbusiness and any Guarantees thereof; (rn) Indebtedness of the Borrower and the Restricted Subsidiaries in an aggregate principal amount at any time outstanding not to exceed the greater of $100,000,000 and 3.25% of Total Assets, in each case determined at the time of incurrence; provided that a maximum of the greater of $25,000,000 and 1.00% of Total Assets in aggregate principal amount of such Indebtedness may be incurred by Non-Loan Parties Parties, in each case determined at the time of incurrence; (o) Indebtedness consisting of (xi) the financing of insurance premiums or (yii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (sp) Indebtedness incurred by a Loan Party the Borrower or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of businessbusiness consistent with past practice 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; (q) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of the Restricted 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 or consistent with past practice; (i) Indebtedness in an aggregate principal amount not to exceed $375,000,000 at any time outstanding under the ABL Facilities and (ii) the amount of obligations in respect of any Secured Hedge Agreement and any Secured Cash Management Agreement (in each case, as defined in the ABL Credit Agreement) at any time outstanding and not incurred in violation of Section 7.03(f) and, in respect of clauses (i) and (ii), any Permitted Refinancing thereof; (s) [Reserved]; (t) Indebtedness supported incurred by a Letter Foreign Subsidiary which, when aggregated with the principal amount of Credit or a letter of credit issued all other Indebtedness incurred pursuant to the Senior Secured Term Facility Agreementthis clause (t) and then outstanding, in a principal amount does not to exceed the face amount of such letter of credit; provided that with respect to Letters of Credit that support Indebtedness incurred by Foreign Subsidiaries, such Indebtedness shall only be permitted to the extent permitted under Section 6.04$25,000,000; (u) Subordinated Indebtedness of a Loan Party (i) constituting deferred purchase price of, or incurred to finance, Permitted Acquisitions in an aggregate principal amount not exceeding $75,000,000 at Ratio Debt and any time outstanding, or (ii) incurred to refinance or repay Indebtedness outstanding under the Senior Secured Term Loan Facility, including any incremental facilities provided for thereunder (or if no such Indebtedness is outstanding, any other long-term Indebtedness of the Borrower or any Subsidiary)Permitted Refinancing thereof; (v) Other Indebtedness of incurred by a Loan Party created Securitization Subsidiary in a Qualified Securitization Financing that is not recourse (except for Standard Securitization Undertakings) to the Borrower or incurred if the Fixed Charge Coverage Ratio as any of the end of the most recently ended four-fiscal-quarter period immediately preceding the date on which such Indebtedness is created or incurred would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; provided that if the Indebtedness created or incurred is to be used to finance the acquisition of any Person or assets, such Indebtedness shall be permitted regardless of whether the Fixed Charge Coverage Ratio set forth above is met if the Fixed Charge Coverage Ratio after giving effect to such acquisition or merger is greater than the Fixed Charge Coverage Ratio immediately prior to such acquisition or merger; provided, further, that any Indebtedness created or incurred in compliance with this clause (v) shall be permitted to exist regardless of whether the Fixed Charge Coverage Ratio is subsequently less than the ratio set forth aboveRestricted Subsidiaries; (w) Indebtedness incurred by in respect of letters of credit issued for the account of any of the Subsidiaries of Holdings and owed to finance the Permitted Holders in an aggregate outstanding principal amount not to exceed $75,000,000 at any time; provided that purchase of inventory so long as (Ax) interest on such Indebtedness is not payable in cash prior to unsecured and (y) the Maturity Date, (B) aggregate principal amount of such Indebtedness does not mature and does not require exceed $50,000,000 at any scheduled or mandatory prepayments prior to time; (x) in the date that is 180 days following the Maturity Datecase of Holdings, (C) such Indebtedness is not secured and (D) such Indebtedness is subordinated to the Obligations on terms reasonably satisfactory to Administrative AgentQualified Holding Company Debt; and (y) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (x) above. Notwithstanding the foregoing, no Restricted Subsidiary that is a Non-Loan Party will guarantee any Indebtedness incurred by a Foreign Subsidiary; provided, that no portion of such Indebtedness shall be guaranteed by, be recourse to, or otherwise obligate a Loan Party, or subject, directly or indirectly, contingently or otherwise any property or asset for borrowed money of a Loan Party unless such Restricted Subsidiary becomes a Guarantor. For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a Lienforeign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing. The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrower dated such date prepared in accordance with GAAP. Notwithstanding anything to the contrary contained in this Agreement, Indebtedness incurred pursuant to the ABL Facilities (and any Permitted Refinancing thereof) may only be incurred pursuant to Section 7.03(r).

Indebtedness. No Loan Party willCreate, nor will it permit any Subsidiary toincur, create, incur assume or suffer to exist any Indebtedness, except: (a) Indebtedness created of the Borrower and any of its Restricted Subsidiaries under the Loan Documents; (b) the Existing Indebtedness and any Permitted Refinancing thereof; (c) Indebtedness existing on the date hereof (x) with an individual value not in excess of $10,000,000 or (y) listed on Schedule 7.03(c) and set forth in Schedule 6.01each case of the foregoing clauses (x) and (y), any Permitted Refinancing thereof; (cd) Guarantee Obligations of the Borrower and its Restricted Subsidiaries in respect of Indebtedness of the Borrower to Holdings or any Subsidiary, Indebtedness of any Subsidiary to the Borrower, Holdings or any other Subsidiary and Indebtedness of Holdings to the Borrower or any Subsidiary; provided its Restricted Subsidiaries otherwise permitted hereunder (except that (i) Indebtedness of any a Subsidiary that is not a Loan Party to any Loan Party shall only be permitted may not, by virtue of this Section 7.03(d), guarantee Indebtedness that such Subsidiary could not otherwise incur under this Section 7.03); provided that, (x) if the Indebtedness being guaranteed is subordinated to the extent permitted under Section 6.04 and (ii) Indebtedness of the Borrower or Holdings to any Subsidiary that is not a Loan Party and Indebtedness of any Subsidiary that is a Loan Party to any Subsidiary that is not a Loan Party Obligations, such Guarantee Obligation shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent; (d) Guarantees (i) by Holdings and the Subsidiaries that are Loan Parties of the Indebtedness of the Borrower described in clause (k) hereof, so long as the Guarantee of the Senior Subordinated Notes is subordinated substantially on terms as set forth in the Senior Subordinated Note Documents, (ii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any Indebtedness of the Borrower or any Subsidiary that is a Loan Party permitted to be incurred under this Agreement, (iii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a Loan Party to the extent such Guarantees are permitted by Section 6.04(u); provided that Guarantees by Holdings, the Borrower or any Subsidiary that is a Loan Party under this clause (d) of any other Indebtedness of a Person that is subordinated to other Indebtedness of such Person shall be expressly subordinated to the Obligations on terms at least as favorable to the Lenders as those contained in the Guarantee subordination of the Senior Subordinated Notes is under the Senior Subordinated Note Documents, such Indebtedness and (ivy) Guarantee Obligations made by Holdings, the Borrower or any Subsidiary that is a Loan Party with respect to Indebtedness of any real property lease obligations of the Borrower or any Subsidiary that is a Non-Loan PartyParty must be permitted pursuant to Section 7.02; (e) Indebtedness of the Borrower or any of its Restricted Subsidiaries owing to the Borrower or any other Restricted Subsidiary to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness of any Loan Party incurred owed to finance any Person that is not a Loan Party shall be subject to the subordination terms set forth in Section 3.02 of the Guaranty (but only to the extent permitted by applicable law and not giving rise to material adverse tax consequences); (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing the acquisition, construction, repair repair, replacement or improvement of any fixed or capital assets, including 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 and renewals of any such Indebtedness in accordance with clause (g) hereof; provided that (i) such Indebtedness is incurred prior to concurrently with or within one two hundred eighty seventy (180270) days after such acquisition or the completion of such applicable acquisition, construction, repair repair, replacement or improvement improvement), (ii) Attributable Indebtedness arising out of Permitted Sale Leasebacks and (iii) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clauses (i) and (ii) ); provided that the aggregate principal amount of Indebtedness permitted by this clause (e)including without limitation Attributable Indebtedness, when combined with the aggregate principal amount of all Capital Lease Obligations and Synthetic Lease Obligations incurred pursuant to clause (f) hereof, shall not exceed $25,000,000 at any time outstanding; provided, further that if requested by the Administrative Agent, the Loan Parties will use commercially reasonable efforts to cause the holder of such Indebtedness in respect of any Real Estate owned or acquired by any Loan Party to enter into a Collateral Access Agreement providing for access and use of the applicable personal property located on such premises following the occurrence and during the continuance of an Event of Default on terms reasonably satisfactory to the Administrative Agent; (f) Capital Lease Obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all but excluding Attributable Indebtedness incurred pursuant to clause (eii)) hereofunder this Section 7.03(f) does not exceed, at the time of the incurrence thereof, the greater of (x) $140,000,000 and (y) 15.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period; (g) Indebtedness in respect of Swap Contracts not for speculative purposes (i) entered into to hedge or mitigate risks to which the Borrower or any Subsidiary has actual or anticipated exposure (other than those in excess respect of shares of capital stock or other equity ownership interests of the Borrower or any Subsidiary), (ii) entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Subsidiary and (iii) entered into to hedge commodities, currencies, general economic conditions, raw materials prices, revenue streams or business performance; (h) obligations of non-wholly owned Foreign Subsidiaries that are Restricted Subsidiaries in respect of Disqualified Equity Interests in an amount not to exceed $25,000,000 15,000,000 at any time outstanding; (g) Indebtedness which represents an extension, refinancing, refunding, replacement or renewal of any of the Indebtedness described in clauses (b), (d), (g), (j), or (k) hereof; provided that, (i) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, refunded, replaced or renewed, except by an amount equal to unpaid accrued interest and premium (including applicable prepayment penalties) thereon plus fees and expenses reasonably incurred in connection therewith, (ii) any Liens securing such Indebtedness are not extended to any additional property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing, refunding, replacement or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, refunded, replaced or renewed, (v) if the Indebtedness that is extended, refinanced, refunded, replaced or renewed was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the extension, refinancing, refunding, replacement or renewal Indebtedness must include subordination terms and conditions that are at least as favorable to the Lenders as those that were applicable to the extended, refinanced, refunded, replaced or renewed Indebtedness and (vi) with respect to any such extension, refinancing, refunding, replacement or renewal of the Senior Secured Term Loan Facility, such refinancing Indebtedness, if secured, is secured only by assets of the Loan Parties that constitute Collateral for the Obligations pursuant to a security agreement subject to the Intercreditor Agreement or another intercreditor agreement that is no less favorable to the Secured Parties, taken as a whole, than the Intercreditor Agreement; (h) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (i) Indebtedness representing deferred compensation to employees of the Loan Parties in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance Borrower (or any parent company) and completion guarantees and similar obligations, or obligations in respect of letters of credit, bank acceptances or guarantees or similar instruments related thereto, in each case provided its Restricted Subsidiaries incurred in the ordinary course of business; (j) Indebtedness to future, present or former directors, officers, members of any Person that becomes a Loan Party after the date hereof and Indebtedness acquired management, employees or assumed in connection with Permitted Acquisitions; provided that such Indebtedness exists at the time such Person becomes a Loan Party or at the time of such Permitted Acquisition and is not created in contemplation of or in connection therewith; (k) Indebtedness of the Borrower pursuant to (i) the Senior Subordinated Notes (and the exchange notes issued in exchange thereof) and agreements relating thereto in an original aggregate principal amount that is not in excess of $225,000,000 plus the amount of any interest that is paid-in-kind at any one time outstanding and (ii) the Senior Secured Term Loan Facility in an aggregate principal amount that is not in excess of $185,000,000; (l) other unsecured Indebtedness consultants of the Borrower or any Subsidiary in an aggregate principal amount not exceeding $15,000,000 at any time outstanding; (m) Hedging Obligations of the Loan Parties pursuant to Hedge Agreements permitted by Section 6.07; (n) Indebtedness consisting of promissory notes issued by any Loan Party to current its Subsidiaries or former officers, directors and employees, their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings the Borrower (or any direct or indirect parent thereof) or of the Borrower (following a Qualified Public Offering of the Borrower) permitted by Section 6.087.06(f); (ok) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the Loan Parties extent constituting indemnification obligations or obligations in respect of purchase price, price (including earn-outs outs) or other similar adjustments in connection with acquisitions, sales and dispositions permitted under this Agreementadjustments; (pl) Indebtedness consisting of obligations of the Loan Parties Borrower (or any parent company) or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions and Transactions, Permitted Acquisitions or and/or any other investment Investment expressly permitted hereunder; (qm) cash management obligations Cash Management Obligations, Bi-Lateral Letter of the Loan Parties Credit Obligations and other Indebtedness of the Loan Parties in respect of netting services, automatic clearinghouse arrangements, overdraft protections protections, cash pooling arrangements, purchase card and similar arrangements in each case in connection with deposit accounts, incurred in the ordinary course of businesscourse; (rn) Indebtedness of the Loan Parties consisting of (xa) the financing of insurance premiums or (yb) take-or-take or pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (so) Indebtedness incurred by a Loan Party the Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances 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; (tp) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Restricted 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 or consistent with past practice; (q) Indebtedness supported by a Letter of Credit or a letter of credit issued pursuant to the Senior Secured Term Facility Agreement, in a principal amount not to exceed the face amount of such letter Letter of creditCredit; (r) Indebtedness (whether secured or unsecured) (i) in an unlimited amount, of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Restricted Subsidiary) after the date hereof and/or any other Indebtedness otherwise assumed in connection with an acquisition or any other Investment not prohibited hereunder, to the extent in the case of this clause (i), such Indebtedness was not incurred in contemplation of such acquisition or other Investment and such Indebtedness constitutes the obligations of only such newly acquired Restricted Subsidiary, (ii) incurred in connection with a Permitted Acquisition or other Investment not prohibited hereunder, in an aggregate principal amount for this clause (ii), not to exceed, at the time of the incurrence thereof, (A) the Fixed Incremental Amount (taking into account any amounts already incurred in reliance thereon) plus (B) an additional unlimited amount so long as after giving Pro Forma Effect thereto, the Borrower is in compliance with the Financial Covenants and (x) in the case of Indebtedness secured by a Lien on the Collateral that is pari passu with the Lien on the Collateral securing the Obligations, the First Lien Leverage Ratio does not exceed the greater of (1) 3.75:1.00 and (2) the First Lien Leverage Ratio at the end of the most recently ended Test Period, (y) in the case of Indebtedness secured by a Lien on the Collateral that ranks junior to the Liens on the Collateral securing the Obligations, the Secured Leverage Ratio does not exceed the greater of 4.25:1.00 and the Secured Leverage Ratio at the end of the most recently ended Test Period and (z) in the case of Indebtedness that is unsecured or secured by assets that are not Collateral, the Total Leverage Ratio does not exceed the greater of 4.25:1.00 and the Total Leverage Ratio at the end of the most recently ended Test Period and (iii) incurred for any purpose not prohibited by this Agreement, in an aggregate principal amount for clause (iii), not to exceed an unlimited amount so long as after giving Pro Forma Effect thereto, the Borrower is in compliance with the Financial Covenants and (x) in the case of Indebtedness secured by a Lien on the Collateral that is pari passu with the Lien on the Collateral securing the Obligations, the First Lien Leverage Ratio does not exceed 3.75:1.00 (or, to the extent such Indebtedness is incurred in connection with any acquisition or similar investment not prohibited by this Agreement, the greater of 3.75:1.00 and the First Lien Leverage Ratio at the end of the most recently ended Test Period), (y) in the case of Indebtedness secured by a Lien on the Collateral that ranks junior to the Liens on the Collateral securing the Obligations, the Secured Leverage Ratio does not 4.25:1.00 (or, to the extent such Indebtedness is incurred in connection with any acquisition or similar investment not prohibited by this Agreement, the greater of 4.25:1.00 and the Secured Leverage Ratio at the end of the most recently ended Test Period) and (z) in the case of Indebtedness that is unsecured or secured by assets that are not Collateral, the Total Leverage Ratio does not exceed 4.25:1.00 (or, to the extent such Indebtedness is incurred in connection with any acquisition or similar investment not prohibited by this Agreement, the greater of 4.25:1.00 and the Total Leverage Ratio at the end of the most recently ended Test Period); provided that, such Indebtedness incurred under clauses (ii) and (iii), (1) shall be subject only to the applicable Required Debt Terms, (2) (I) any such Indebtedness of any Subsidiaries that are non-Loan Parties under the ratios specified in clause (ii)(B) (when taken together with respect to Letters of Credit that support any Indebtedness incurred by Foreign Subsidiariesnon-Loan Parties under clause (iii) of this Section 7.03(r)) shall not exceed, at the time of the incurrence thereof, the greater of (X) $320,000,000 and (Y) 35.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period) and (II) any such Indebtedness of any Subsidiaries that are not Loan Parties under the ratios specified in clause (iii) shall only not exceed (when taken together with any Indebtedness incurred by non-Loan Parties under clause (ii) of this Section 7.03(r)), at the time of the incurrence thereof, the greater of (X) $320,000,000 and (Y) 35.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period and (3) in the case of any such Indebtedness in the form of Qualifying Term Loans incurred in reliance on clauses (ii)(B)(x) or (iii)(x), shall be permitted subject to the MFN Provisions; (s) Indebtedness incurred by a Non-Loan Party, and guarantees thereof by any Non-Loan Party, (x) in an aggregate principal amount not to exceed, at the time of the incurrence thereof, the greater of (i) $140,000,000 and (ii) 15% of Consolidated EBITDA as of the last day of the most recently ended Test Period and (y) under working capital lines, lines of credit or overdraft facilities (to the extent permitted under Section 6.04such Indebtedness are not secured by assets constituting Collateral and are non-recourse to the Loan Parties) in an aggregate principal amount not to exceed, at the time of the incurrence thereof, the greater of (i) $90,000,000 and (ii) 10% of Consolidated EBITDA as of the last day of the most recently ended Test Period; (t) Incremental Equivalent Debt; (u) Subordinated additional Indebtedness in an aggregate principal amount not to exceed, at the time of a Loan Party the incurrence thereof, the greater of (ix) constituting deferred purchase price of, or incurred to finance, Permitted Acquisitions $415,000,000 and (y) 45% of Consolidated EBITDA as of the last day of the most recently ended Test Period; (v) Indebtedness in an aggregate principal amount not exceeding $75,000,000 the Available Amount, provided that (i) at any the time outstandingof the incurrence of such Indebtedness made utilizing amounts specified in clause (b) of the definition of “Available Amount”, no Specified Event of Default shall have occurred and be continuing or would result therefrom and (ii) incurred to refinance or repay Indebtedness outstanding under the Senior Secured Term Loan Facility, including any incremental facilities provided for thereunder (or if no such Indebtedness is outstanding, any other long-term Indebtedness of the Borrower or any Subsidiary); (v) Other Indebtedness of a Loan Party created or incurred if the Fixed Charge Coverage Ratio as of the end of the most recently ended four-fiscal-quarter period immediately preceding the date on which such Indebtedness is created or incurred would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; provided that if the Indebtedness created or incurred is to be used to finance the acquisition of any Person or assets, such Indebtedness shall be permitted regardless of whether subject only to the Fixed Charge Coverage Ratio set forth above is met if the Fixed Charge Coverage Ratio after giving effect to such acquisition or merger is greater than the Fixed Charge Coverage Ratio immediately prior to such acquisition or merger; provided, further, that any Indebtedness created or incurred in compliance with this clause (v) shall be permitted to exist regardless of whether the Fixed Charge Coverage Ratio is subsequently less than the ratio set forth aboveapplicable Required Debt Terms; (wi) Indebtedness (in the form of senior secured, senior unsecured, senior subordinated, or subordinated notes or loans) incurred by Holdings and owed the Borrower to the Permitted Holders extent that 100% of the Net Cash Proceeds therefrom are, immediately after the receipt thereof, applied solely to the prepayment of Term Loans or the replacement of Revolving Credit Commitments in an aggregate outstanding principal amount not to exceed $75,000,000 at any timeaccordance with Section 2.05(b)(iii); provided that (A) interest on if such Indebtedness is secured on a junior basis to such Term Loans or Revolving Credit Loans, as applicable, or is unsecured, such Indebtedness shall not payable in cash mature earlier than the date that is 91 days after the Maturity Date with respect to the relevant Term Loans or Revolving Credit Loans, as applicable, being refinanced, (B) other than Inside Maturity Loans, such Indebtedness shall not mature prior to the Maturity DateDate of the Term Loans or Revolving Credit Loans, (B) as applicable, being refinanced and, as of the date of the incurrence of such Indebtedness, the Weighted Average Life to Maturity of such Indebtedness does (other than revolving loans) shall not mature and does not require any scheduled or mandatory prepayments prior to the date be shorter than that is 180 days following the Maturity Dateof then-remaining Term Loans being refinanced, (C) no Restricted Subsidiary is a borrower or guarantor with respect to such Indebtedness unless such Restricted Subsidiary is a Subsidiary Guarantor which shall have previously or substantially concurrently guaranteed the Obligations, (D) subject to clause (h) of the “Collateral and Guarantee Requirement”, such Indebtedness is not secured by any assets not securing the Obligations unless such assets substantially concurrently secure the Obligations, (E) the terms and conditions of such Indebtedness (excluding pricing, call protection, premiums and optional prepayment or redemption terms or covenants or other provisions applicable only to periods after the maturity date of the Loans being refinanced) shall be either, taken as a whole, no more favorable to the lenders providing such Indebtedness, in their capacity as such or, solely in the case such Indebtedness is refinancing the Term Loans, be on market terms at the time of the establishment of such Indebtedness (in each case, as reasonably determined by the Borrower) (except for (x) covenants or other provisions applicable only to periods after the latest maturity date of the relevant Loans being refinanced or (y) to the extent any more restrictive covenant or provision is added for the benefit of (A) with respect to any such Indebtedness incurred as term B loans, such covenant or provision is also added for the benefit of each Facility remaining outstanding after the incurrence or issuance of such Indebtedness or (B) with respect to any revolving facility or Customary Term A Loans, such covenant or provision (except to the extent only applicable after the maturity date of the Revolving Credit Facility) is also added for the benefit of the Revolving Credit Facility to the extent it remains outstanding after the incurrence of such Indebtedness; it being understood and agreed that in each such case, no consent of the Administrative Agent and/or any Lender shall be required in connection with adding such covenant or provision), and (DF) such Indebtedness is subordinated shall not be in a principal amount in excess of the amount of Term Loans or Revolving Credit Commitments, as applicable, so refinanced except by an amount equal to the Obligations on terms unpaid accrued interest and premium thereon plus other reasonable amounts paid and unused commitments, and fees and expenses reasonably satisfactory to Administrative Agent; andincurred, in connection with such refinancing and (ii) any Permitted Refinancing thereof; (x) Indebtedness with respect to any Qualified Securitization Financing; (y) Indebtedness in respect of Permitted Debt Exchange Securities incurred by a Foreign Subsidiary; provided, that no portion of such Indebtedness shall be guaranteed by, be recourse to, or otherwise obligate a Loan Party, or subject, directly or indirectly, contingently or otherwise any property or asset of a Loan Party pursuant to a Lien.Permitted Debt Exchange in accordance with Section 2.17 and any Permitted Refinancing thereof; (z) Indebtedness resulting from the guarantees and other credit support provided in connection with the Compass Sale; (aa

Indebtedness. No Loan Party (a) Neither Holdings nor the Borrower will, nor will it they permit any Restricted Subsidiary to, create, incur incur, assume or suffer permit to exist any Indebtedness, except: (ai) (x) Indebtedness created under the Loan Documents;Documents and (y) Indebtedness owing to Select Medical Holdings or its subsidiaries incurred in connection with the Transactions, (bii) Indebtedness in respect of the New Unsecured Notes and any Permitted Refinancing thereof, (iii) Indebtedness existing on the date hereof Closing Date not to exceed $2,500,000 and other Indebtedness existing on the Closing Date set forth in Schedule 6.01;6.01 and, in each case, any Permitted Refinancing thereof, (civ) Indebtedness of the Borrower Holdings owed to any Restricted Subsidiary and of any Restricted Subsidiary owed to Holdings or any Subsidiary, Indebtedness of any Subsidiary to the Borrower, Holdings or any other Subsidiary and Indebtedness of Holdings to the Borrower or any Restricted Subsidiary; provided that (i) Indebtedness of any Subsidiary that is not a Loan Party owed to any Loan Party shall only be permitted to the extent permitted under Section 6.04 and (ii) Indebtedness of the Borrower or Holdings to any Subsidiary that is not a Loan Party and Indebtedness of any Restricted Subsidiary that is a Loan Party to any Subsidiary that is not a Non-Loan Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent; (d) Guarantees (i) by Holdings Agent and the Subsidiaries that are Loan Parties of the Indebtedness of the Borrower described in clause (k) hereof, so long as the Guarantee of the Senior Subordinated Notes is subordinated substantially on terms as set forth in the Senior Subordinated Note Documents, (ii) by Holdings, the Borrower or any Restricted Subsidiary that is a Non-Loan Party of owed to any Indebtedness of the Borrower or any Subsidiary that is a Loan Party permitted shall be subject to the cap set forth in Section 6.04(d); provided, further, that Indebtedness owed to any Captive Insurance Subsidiary shall only be incurred under this Agreement, (iii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a Loan Party subordinated to the extent such Guarantees are permitted by Section 6.04(u)applicable laws or regulations, (v) Guarantees by Holdings of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of Holdings or any other Restricted Subsidiary; provided that (A) the Indebtedness so Guaranteed is permitted by this Section 6.01, (B) Guarantees by Holdings, the Borrower or any Subsidiary that is a Loan Party permitted under this clause (dv) of any other Indebtedness of a Person that is subordinated to other Indebtedness of such Person shall be expressly subordinated to the Obligations on terms at least as favorable of Holdings or the applicable Restricted Subsidiary to the Lenders same extent and on the same terms as the Guarantee of Indebtedness so Guaranteed is subordinated to the Senior Subordinated Notes is under the Senior Subordinated Note Documents, Obligations and (ivC) by Holdingsexcept in the case of Foreign Subsidiaries that provide Guarantees of Indebtedness of other Foreign Subsidiaries, the Borrower no Restricted Subsidiary shall Guarantee any Indebtedness unless it is a Subsidiary Loan Party, (vi) Indebtedness (including Attributable Indebtedness) of Holdings or any Restricted Subsidiary that is a Loan Party of any real property lease obligations of the Borrower or any Subsidiary that is a Loan Party; (e) Indebtedness of any Loan Party incurred to finance the acquisition, construction, repair construction or improvement of any fixed or capital assets, including Capital Lease Obligations, and any Indebtedness assumed by Holdings or any Restricted Subsidiary 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 and renewals of any such Indebtedness in accordance with clause (g) hereofPermitted Refinancings thereof; provided that (iA) such Indebtedness (other than Permitted Refinancings) is incurred prior to or within one hundred eighty (180) 180 days after such acquisition or the completion of such construction, repair construction or improvement and (iiB) the aggregate principal amount of Indebtedness permitted by this clause (evi) shall not (except as permitted by the definition of “Permitted Refinancing”) exceed at any time outstanding the greater of (x) $87,500,000 and (y) and 25.0% of Consolidated EBITDA for the most recently ended Test Period as of the time of incurrence, (vii) (x) Indebtedness of Holdings or any Restricted Subsidiary assumed in connection with any Permitted Acquisition and not created in contemplation thereof or (y) Permitted Debt incurred to finance a Permitted Acquisition; provided that after giving Pro Forma Effect to such Permitted Acquisition and the assumption or incurrence of such Indebtedness incurred or assumed pursuant to this clause (vii): (A) if such Indebtedness ranks pari passu in right of security with the Obligations, the First Lien Net Leverage Ratio does not exceed 5.00:1.00, (B) if such Indebtedness ranks junior in right of security with the Obligations, the Secured Net Leverage Ratio does not exceed 6.00:1.00, or (C) if such Indebtedness is unsecured, either (x) the Total Net Leverage Ratio does not exceed 6.50:1.00 or (y) the Fixed Charge Coverage Ratio is not less than 2.00:1.00, and in each case, subject to compliance with the Financial Covenant on a Pro Forma Basis and, in the case of clauses (x) and (y) of this clause (vii), when combined with any Permitted Refinancing of any such Indebtedness; provided that any such Indebtedness of a Non-Loan Party does not exceed in the aggregate principal amount of all Capital Lease Obligations and Synthetic Lease Obligations at any time outstanding, together with any Indebtedness incurred by a Non-Loan Party pursuant to clause (fxvi) hereof, shall not exceed $25,000,000 at any time outstanding; provided, further that if requested by the Administrative Agentof this Section 6.01, the Loan Parties will use commercially reasonable efforts to cause greater of $70,000,000 and 20.0% of Consolidated EBITDA for the holder most recently ended Test Period, in each case determined at such time of such Indebtedness in respect of any Real Estate owned or acquired by any Loan Party to enter into a Collateral Access Agreement providing for access and use of the applicable personal property located on such premises following the occurrence and during the continuance of an Event of Default on terms reasonably satisfactory to the Administrative Agentincurrence; (f) Capital Lease Obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (e) hereof, not in excess of $25,000,000 at any time outstanding; (g) Indebtedness which represents an extension, refinancing, refunding, replacement or renewal of any of the Indebtedness described in clauses (b), (d), (g), (j), or (k) hereof; provided that, (i) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, refunded, replaced or renewed, except by an amount equal to unpaid accrued interest and premium (including applicable prepayment penalties) thereon plus fees and expenses reasonably incurred in connection therewith, (ii) any Liens securing such Indebtedness are not extended to any additional property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing, refunding, replacement or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, refunded, replaced or renewed, (v) if the Indebtedness that is extended, refinanced, refunded, replaced or renewed was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the extension, refinancing, refunding, replacement or renewal Indebtedness must include subordination terms and conditions that are at least as favorable to the Lenders as those that were applicable to the extended, refinanced, refunded, replaced or renewed Indebtedness and (vi) with respect to any such extension, refinancing, refunding, replacement or renewal of the Senior Secured Term Loan Facility, such refinancing Indebtedness, if secured, is secured only by assets of the Loan Parties that constitute Collateral for the Obligations pursuant to a security agreement subject to the Intercreditor Agreement or another intercreditor agreement that is no less favorable to the Secured Parties, taken as a whole, than the Intercreditor Agreement; (hviii) Indebtedness owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, insurance pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business;, (iix) Indebtedness of the Loan Parties Holdings or any Restricted Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations, or obligations in respect of letters of credit, bank acceptances or guarantees or similar instruments related thereto, in each case provided in the ordinary course of business;, (jx) Indebtedness of any Person that becomes a Loan Party pursuant to Swap Agreements permitted by Section 6.07, (xi) with respect to Holdings, Qualified Holdings Discount Debt; provided that, other than with respect to any additional principal amounts resulting from the accrual of pay-in-kind interest, (A) such Indebtedness may only be issued or incurred to the extent that after giving effect to the date hereof incurrence of such additional Indebtedness on a Pro Forma Basis, the Total Net Leverage Ratio does not exceed 6.00 to 1.00 and (B) no Default has occurred and is continuing or would result therefrom, (xii) Indebtedness acquired representing deferred compensation to employees of Holdings and the Restricted Subsidiaries incurred in the ordinary course of business, (xiii) Indebtedness in respect of promissory notes issued to physicians, consultants, employees or directors or former employees, consultants or directors in connection with repurchases of Equity Interests permitted by Section 6.08(a)(iii), (xiv) Indebtedness of any Foreign Subsidiary or any Non-Loan Party, collectively, in an amount not to exceed, together with any Indebtedness incurred by a Non-Loan Party pursuant to clause (vii) of this Section 6.01, $87,500,000 at any time outstanding, (xv) Refinancing Debt Securities, the Net Proceeds of which are applied to prepay Term Loans in connection with Section 2.11 and any Permitted Refinancing thereof, (xvi) (a) Permitted Debt, provided that (i) (x) if such Indebtedness is secured by Liens ranking pari passu with the Liens securing the Obligations, the First Lien Net Leverage Ratio does not exceed 5.00:1.00, (y) if such Indebtedness is secured by Liens ranking junior to the Liens securing the Obligations, the Secured Net Leverage Ratio does not exceed 6.00:1.00, and (z) if such Indebtedness is unsecured, either (1) the Total Net Leverage Ratio does not exceed 6.50:1.00 or (2) the Fixed Charge Coverage Ratio is not less than 2.00:1.00, in each case, determined on a Pro Forma Basis after giving effect to such assumption or incurrence and the use of proceeds thereof; and any Permitted Refinancing thereof and (ii) in each case, subject to compliance with the Financial Covenant on a Pro Forma Basis; and (b) other Permitted Debt in an aggregate principal amount pursuant to this subclause (b), when aggregated with the Free and Clear Usage Amount at such time, not to exceed the sum of (i) the greater of (x) $400,000,000 and (y) 100.0% of Consolidated EBITDA for the most recently ended Test Period plus (ii) the principal amount of any voluntary prepayments of Term Loans or Revolving Loans, to the extent accompanied by a permanent reduction in the Revolving Commitments, and any Permitted Refinancing thereof, (xvii) the incurrence by Holdings or any of its Restricted Subsidiaries of 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, so long as such Indebtedness is extinguished within five (5) Business Days, (xviii) the incurrence of Indebtedness arising from agreements of Holdings or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, holdback, contingency payment obligations or similar obligations, in each case, incurred or assumed in connection with Permitted Acquisitions; provided that such Indebtedness exists at the time such Person becomes a Loan Party disposition or at the time acquisition of such Permitted Acquisition and is not created in contemplation any business, assets or capital stock of Holdings or in connection therewith;any Restricted Subsidiary, (kxix) the incurrence of Indebtedness resulting from endorsements of negotiable instruments for collection in the ordinary course of business, (xx) Indebtedness of the Borrower pursuant to (i) the Senior Subordinated Notes (and the exchange notes issued in exchange thereof) and agreements relating thereto in an original aggregate principal amount that is not in excess of $225,000,000 plus the amount of any interest that is paid-in-kind at any one time outstanding and (ii) the Senior Secured Term Loan Facility in an aggregate principal amount that is not in excess of $185,000,000; (l) other unsecured Indebtedness of the Borrower Holdings or any a Restricted Subsidiary in an aggregate principal amount not exceeding $15,000,000 at any time outstanding; (m) Hedging Obligations of the Loan Parties pursuant to Hedge Agreements permitted by Section 6.07; (n) Indebtedness consisting of promissory notes issued by any Loan Party to current or former officers, directors and employees, their respective estates, heirs, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings (or any direct or indirect parent thereof) or of the Borrower (following a Qualified Public Offering of the Borrower) permitted by Section 6.08; (o) Indebtedness of the Loan Parties constituting indemnification obligations or obligations in respect of purchase price, earn-outs or other similar adjustments in connection with acquisitions, sales and dispositions permitted under this Agreement; (p) Indebtedness consisting of obligations of the Loan Parties under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions and Permitted Acquisitions or any other investment permitted hereunder; (q) cash management obligations of the Loan Parties and other Indebtedness of the Loan Parties in respect of netting services, overdraft protections protection and similar arrangements in each case otherwise in connection with deposit accounts, ; provided that such Indebtedness remains outstanding for 10 Business Days or less, (xxi) Indebtedness in the ordinary course amount of business; Net Proceeds actually received by Holdings from the issuance by Holdings of any Equity Interests (r) Indebtedness of the Loan Parties consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (s) Indebtedness incurred by a Loan Party capital contribution in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in thereof) after the ordinary course of business; (t) Indebtedness supported by a Letter of Credit or a letter of credit issued Closing Date other than pursuant to the Senior Secured Term Facility AgreementCure Right or proceeds received in connection with the Initial Public Offering or to the extent Otherwise Applied, and (xxii) the incurrence or issuance by Holdings or any of its Restricted Subsidiaries of additional Indebtedness in a an aggregate principal amount not to exceed the face amount greater of such letter $300,000,000 and 75.0% of credit; provided that with respect to Letters of Credit that support Indebtedness incurred by Foreign Subsidiaries, such Indebtedness shall only be permitted to the extent permitted under Section 6.04; (u) Subordinated Indebtedness of a Loan Party (i) constituting deferred purchase price of, or incurred to finance, Permitted Acquisitions in an aggregate principal amount not exceeding $75,000,000 at any time outstanding, or (ii) incurred to refinance or repay Indebtedness outstanding under the Senior Secured Term Loan Facility, including any incremental facilities provided Consolidated EBITDA for thereunder (or if no such Indebtedness is outstanding, any other long-term Indebtedness of the Borrower or any Subsidiary); (v) Other Indebtedness of a Loan Party created or incurred if the Fixed Charge Coverage Ratio as of the end of the most recently ended four-fiscal-quarter period immediately preceding Test Period at the date on which such time of incurrence. (b) For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness is created (or incurred would have been any portion thereof) at least 2.00 to 1.00any time, determined on a pro forma basis (including a pro forma application whether at the time of the net proceeds therefrom), as if such Indebtedness had been incurred and incurrence or upon the application of all or a portion of the proceeds therefrom had occurred thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(a)(i) through (xxi) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such item of Indebtedness (or any portion thereof) in any one or more of the types of Indebtedness described in 6.01(a)(i) through (xxi) above and will only be required to include the amount and type of such Indebtedness in such of the above clauses as determined by the Borrower at such time; provided that Indebtedness that originally reduced the Free and Clear Usage Amount at the beginning time of incurrence may not be reclassified. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in 6.01(a)(i) through (xxii) above. (c) For purposes of determining compliance with any dollar-denominated restriction on the incurrence of Indebtedness, the dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such four-quarter periodIndebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if the Indebtedness created or incurred is to be used to finance the acquisition of any Person or assets, such Indebtedness shall be permitted regardless of whether the Fixed Charge Coverage Ratio set forth above is met if the Fixed Charge Coverage Ratio after giving effect to such acquisition or merger is greater than the Fixed Charge Coverage Ratio immediately prior to such acquisition or merger; provided, further, that any Indebtedness created or incurred in compliance with this clause (v) shall be permitted to exist regardless of whether the Fixed Charge Coverage Ratio is subsequently less than the ratio set forth above; (w) Indebtedness incurred by Holdings and owed to the Permitted Holders in an aggregate outstanding principal amount not to exceed $75,000,000 at any time; provided that (A) interest on such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such dollar-denominated restriction shall be deemed not payable in cash prior to have been exceeded so long as the Maturity Date, (B) principal amount of such refinancing Indebtedness does not mature and does not require any scheduled or mandatory prepayments prior to exceed the date that is 180 days following the Maturity Date, (C) such Indebtedness is not secured and (D) such Indebtedness is subordinated to the Obligations on terms reasonably satisfactory to Administrative Agent; and (x) Indebtedness incurred by a Foreign Subsidiary; provided, that no portion principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount of fees, underwriting discounts, premiums (including tender premiums) and other costs and expenses (including OID) incurred in connection with such refinancing. (d) The accrual of interest, the accretion or amortization of OID, the payment of interest in the form of additional Indebtedness with the same terms, shall not be guaranteed by, deemed to be recourse to, or otherwise obligate a Loan Party, or subject, directly or indirectly, contingently or otherwise any property or asset an incurrence of a Loan Party to a LienIndebtedness for purposes of this Section 6.01.

Indebtedness. No Loan Credit Party willshall, nor will it and no Credit Party shall suffer or permit any Subsidiary of its Restricted Subsidiaries to, create, incur incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness created of the Borrower and any of its Restricted Subsidiaries under the Loan DocumentsDocuments (including pursuant to any amendment in connection with an Incremental Facility, any Extension or Extension Offer, any Permitted Repricing Amendment or any other amendment entered into from time to time in accordance with the terms hereof); (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01[Reserved]; (c) Indebtedness of the Borrower to Holdings or listed on Schedule 5.3(c) and any Subsidiary, Indebtedness of any Subsidiary to the Borrower, Holdings or any other Subsidiary and Indebtedness of Holdings to the Borrower or any Subsidiary; provided that (i) Indebtedness of any Subsidiary that is not a Loan Party to any Loan Party shall only be permitted to the extent permitted under Section 6.04 and (ii) Indebtedness of the Borrower or Holdings to any Subsidiary that is not a Loan Party and Indebtedness of any Subsidiary that is a Loan Party to any Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative AgentPermitted Refinancing thereof; (d) Guarantees (i) by Holdings and the Subsidiaries that are Loan Parties of the Indebtedness Guarantee Obligations of the Borrower described and its Restricted Subsidiaries in clause (k) hereof, so long as the Guarantee respect of the Senior Subordinated Notes is subordinated substantially on terms as set forth in the Senior Subordinated Note Documents, (ii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any Indebtedness of the Borrower or any Subsidiary that is a Loan Party permitted to be incurred under this Agreement, (iii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of Indebtedness its Restricted Subsidiaries otherwise permitted hereunder (except that an Immaterial Subsidiary may not, by virtue of any this Section 5.3(d), guarantee Indebtedness that such Immaterial Subsidiary that is could not a Loan Party to the extent such Guarantees are permitted by otherwise incur under this Section 6.04(u5.3); provided that Guarantees by Holdingsthat, if the Borrower or any Subsidiary that is a Loan Party under this clause (d) of any other Indebtedness of a Person that being guaranteed is subordinated to other Indebtedness of the Obligations, such Person Guarantee Obligation shall be expressly subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the Guarantee subordination of the Senior Subordinated Notes is under the Senior Subordinated Note Documents, and (iv) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any real property lease obligations of the Borrower or any Subsidiary that is a Loan Partysuch Indebtedness; (e) Indebtedness of the Borrower or any Loan of its Restricted Subsidiaries owing to the Borrower or any other Restricted Subsidiary to the extent constituting an Investment permitted by Section 5.2; provided that all such Indebtedness of any Credit Party incurred owed to finance any Person that is not a Credit Party shall be subject to subordination terms reasonably acceptable to Agent; (i) Capital Lease Obligations and other Indebtedness (including Capital Leases) financing the acquisition, construction, repair repair, replacement or improvement of any fixed or capital assets, including 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 and renewals of any such Indebtedness in accordance with clause (g) hereof; provided that (i) such Indebtedness is incurred prior to concurrently with or within one hundred and eighty (180) days after such acquisition or the completion of such applicable acquisition, construction, repair repair, replacement or improvement improvement, and (ii) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clause (i); and provided further that the aggregate principal amount of Indebtedness permitted by this clause (e), when combined with the aggregate principal amount of all including without limitation Capital Lease Obligations and Synthetic Lease Obligations incurred pursuant to clause (fObligations) hereof, shall under this Section 5.3(f) does not exceed $25,000,000 at any time outstanding; provided, further that if requested by the Administrative Agent, the Loan Parties will use commercially reasonable efforts to cause the holder of such Indebtedness in respect of any Real Estate owned or acquired by any Loan Party to enter into a Collateral Access Agreement providing for access and use of the applicable personal property located on such premises following the occurrence and during the continuance of an Event of Default on terms reasonably satisfactory to the Administrative Agent; (f) Capital Lease Obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (e) hereof, not in excess of $25,000,000 35,000,000 at any time outstanding; (g) Indebtedness which represents an extensionin respect of Rate Contracts designed to hedge against interest rates, refinancing, refunding, replacement foreign exchange rates or renewal of any of the Indebtedness described in clauses (b), (d), (g), (j), or (k) hereof; provided that, (i) the principal amount (or accreted value, if applicable) thereof does commodities pricing risks incurred not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, refunded, replaced or renewed, except by an amount equal to unpaid accrued interest and premium (including applicable prepayment penalties) thereon plus fees and expenses reasonably incurred in connection therewith, (ii) any Liens securing such Indebtedness are not extended to any additional property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing, refunding, replacement or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, refunded, replaced or renewed, (v) if the Indebtedness that is extended, refinanced, refunded, replaced or renewed was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the extension, refinancing, refunding, replacement or renewal Indebtedness must include subordination terms and conditions that are at least as favorable to the Lenders as those that were applicable to the extended, refinanced, refunded, replaced or renewed Indebtedness and (vi) with respect to any such extension, refinancing, refunding, replacement or renewal of the Senior Secured Term Loan Facility, such refinancing Indebtedness, if secured, is secured only by assets of the Loan Parties that constitute Collateral for the Obligations pursuant to a security agreement subject to the Intercreditor Agreement or another intercreditor agreement that is no less favorable to the Secured Parties, taken as a whole, than the Intercreditor Agreementspeculative purposes; (h) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (i) Indebtedness of the Loan Parties in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations, or obligations in respect of letters of credit, bank acceptances or guarantees or similar instruments related thereto, in each case provided in the ordinary course of business; (j) Indebtedness of any Person that becomes a Loan Party after the date hereof and Indebtedness acquired or assumed in connection with any Permitted AcquisitionsAcquisition or Investment permitted under Section 5.2; provided that (i) such Indebtedness exists at the time such Person becomes a Loan Party or at the time was not incurred in contemplation of such Permitted Acquisition and is not created in contemplation of or in connection therewith; (k) Indebtedness of the Borrower pursuant to (i) the Senior Subordinated Notes (and the exchange notes issued in exchange thereof) and agreements relating thereto in an original aggregate principal amount that is not in excess of $225,000,000 plus the amount of any interest that is paid-in-kind at any one time outstanding Investment and (ii) the Senior Secured Term Loan Facility in an aggregate principal amount that is of such assumed Indebtedness does not in excess of exceed $185,000,000; (l) other unsecured Indebtedness of the Borrower or any Subsidiary in an aggregate principal amount not exceeding $15,000,000 35,000,000 at any time outstanding; (mi) Hedging Obligations Indebtedness representing deferred compensation to employees of the Loan Parties pursuant to Hedge Agreements permitted Borrower (or any direct or indirect parent of the Borrower) and its Restricted Subsidiaries incurred in the Ordinary Course of Business or approved by Section 6.07the board of directors or managers or sole member, as applicable, of the Borrower in their reasonable business judgment; (nj) Indebtedness consisting of promissory notes issued by any Loan Party to current or former officers, directors directors, partners, managers, consultants and employees, their respective estates, heirs, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings (Stock or any direct or indirect parent thereof) or Stock Equivalents of the Borrower (following a Qualified Public Offering of the Borrower) permitted by Section 6.085.6 in an aggregate principal amount not to exceed $5,000,000 at any one time outstanding; (ok) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the Loan Parties extent constituting (i) indemnification obligations or obligations in respect of purchase price, earn-outs price or other similar adjustments or (ii) earn-out obligations, in connection with acquisitionsthe case of clause (ii), sales not in excess of an aggregate principal amount of $25,000,000 at any time outstanding; provided that, in each case, all such Indebtedness shall be unsecured and dispositions payable only to the extent permitted under this Agreementby Section 5.8(b); (pl) Indebtedness consisting of obligations of the Loan Parties Borrower or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions and Permitted Acquisitions or any other investment Investment expressly permitted hereunder; (qm) cash management obligations of the Loan Parties Cash Management Obligations and other Indebtedness of the Loan Parties in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts, accounts incurred in the ordinary course of businesscourse; (rn) Indebtedness of the Loan Parties consisting of (xa) the financing of insurance premiums or (yb) take-or-take or pay obligations contained in supply arrangements, in each case, in the ordinary course Ordinary Course of businessBusiness; (so) Indebtedness incurred by a Loan Party the Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances acceptances, warehouse receipts or similar instruments issued or created in the ordinary course Ordinary Course of businessBusiness, 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; (tp) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Restricted 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; (q) Indebtedness supported by a Letter of Credit or a letter of credit issued pursuant to the Senior Secured Term Facility Agreement, in a principal amount not to exceed the face amount of such letter Letter of credit; provided that with respect to Letters of Credit that support Credit; (i) Junior Indebtedness incurred by Foreign Subsidiaries, such Indebtedness shall only be permitted to the extent permitted under Section 6.04; (u) Subordinated Indebtedness of a Loan Party (i) constituting deferred purchase price of, or incurred to finance, Permitted Acquisitions in an aggregate principal amount not exceeding $75,000,000 at any time outstanding, or (ii) incurred to refinance or repay Indebtedness outstanding under the Senior Secured Term Loan Facility, including any incremental facilities provided for thereunder (or if no such Indebtedness is outstanding, any other long-term Indebtedness of the Borrower or any Subsidiaryof its Restricted Subsidiaries (including in connection with Permitted Acquisitions and other similar Investments permitted under Section 5.2); , so long as (v1) Other Indebtedness on the date of incurrence of such Indebtedness, the Borrower shall be in compliance with the Financial Covenants (calculated on a Loan Party created or incurred if the Fixed Charge Coverage Ratio Pro Forma Basis) as of the end of the most recently ended four-fiscal-quarter period immediately preceding the date on which such Indebtedness is created or incurred would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred and the application of the proceeds therefrom had occurred at the beginning of such four-quarter periodTest Period; provided that if the such Indebtedness created or may be incurred is to be used to finance an Acquisition notwithstanding the acquisition failure to comply with the applicable ratios if such Acquisition is a Limited Condition Transaction and the Borrower was in compliance with such ratios on a Pro Forma Basis on the date that a legally binding commitment was entered into with respect to such Acquisition, (2) the final maturity date of any Person such Indebtedness shall be no earlier (but may be later) than the date that is ninety-one (91) days after the final maturity date of the then outstanding Term Loans and shall have a Weighted Average Life to Maturity equal to or assetsgreater than the Weighted Average Life to Maturity of the Term Loans, plus ninety- one (91) days, (3) to the extent such Junior Indebtedness is secured, such Indebtedness shall not be permitted regardless of whether the Fixed Charge Coverage Ratio set forth above is met if the Fixed Charge Coverage Ratio after giving effect to such acquisition or merger is greater secured by any collateral other than the Fixed Charge Coverage Ratio immediately prior Collateral and shall be subject to customary intercreditor terms to be reasonably satisfactory to Agent and the Borrower, (4) such acquisition or merger; provided, further, Indebtedness shall not guaranteed by any Person that is not a Guarantor and (5) any such Indebtedness created or incurred in compliance with pursuant to this clause (vr) shall be permitted to exist regardless of whether the Fixed Charge Coverage Ratio is subsequently less than the ratio set forth above; (w) by a Non-Credit Party, when taken together with any Indebtedness incurred by Holdings and owed pursuant to the Permitted Holders in Section 5.3(s), shall not exceed an aggregate outstanding principal amount not to exceed $75,000,000 20,000,000 at any time; one time outstanding and (ii) any Permitted Refinancing thereof; (s) Indebtedness incurred by a Non-Credit Party, and guarantees thereof by a Non-Credit Party, in an aggregate principal amount not to exceed, when taken together with Indebtedness incurred by a Non-Credit Party pursuant to Section 5.3(r) above, $35,000,000 at any one time outstanding; (t) Incremental Equivalent Indebtedness (and Guarantees thereof by the Guarantors) to the extent permitted by and incurred in compliance with the applicable provisions of Section 1.1(e), provided that if such Incremental Equivalent Indebtedness is secured, it shall be secured solely by Liens ranking junior to the Liens on Collateral pursuant to Section 5.1(y); (Au) additional Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any one time outstanding; (v) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on such obligations described in clauses (a) through (x); (w) any Indebtedness is constituting an Investment permitted under Section 5.2; (x) obligations in respect of Disqualified Stock in an amount not payable in cash prior to the Maturity Date, (B) such Indebtedness does not mature and does not require exceed $3,000,000 at any scheduled or mandatory prepayments prior to the date that is 180 days following the Maturity Date, (C) such Indebtedness is not secured and (D) such Indebtedness time outstanding which is subordinated to the Obligations on as to right and time of payment and as to other rights and remedies thereunder and having such other terms as are, in each case, reasonably satisfactory to Administrative Agent; and (xy) Indebtedness in connection with a judgment not constituting an Event of Default under Section 7.1(h). For purposes of determining compliance with any restriction on the incurrence of Indebtedness, the principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred by to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a Foreign Subsidiary; providedforeign currency, that no portion and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased. The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be guaranteed by, deemed to be recourse to, or otherwise obligate a Loan Party, or subject, directly or indirectly, contingently or otherwise any property or asset an incurrence of a Loan Party to a LienIndebtedness for purposes of this Section 5.3.

Indebtedness. No Loan Party will, nor will it permit any Subsidiary of its Restricted Subsidiaries to, create, incur or suffer to exist any Indebtedness, except: (a) Indebtedness created under the Loan DocumentsSecured Obligations; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness in accordance with clause (h) of this Section 6.01; (c) Indebtedness of Cott Beverages (which may be guaranteed on an unsecured basis under the Borrower terms of the 2010 Indenture by one or more Loan Parties, for so long as each such Person remains a Loan Party hereunder) incurred on or prior to Holdings or any Subsidiarythe Effective Date evidenced by the 2010 Notes in a principal amount not to exceed $375,000,000; (d) Indebtedness of the Company, Cott Acquisition LLC and ▇▇▇▇▇▇▇▇ to the Cliffstar Companies constituting Permitted Deferred Consideration and the Earnout; (e) Indebtedness of any Borrower to any Subsidiary to the Borrower, Holdings or any other Borrower and of any Restricted Subsidiary and Indebtedness of Holdings to the any Borrower or any other Subsidiary; , provided that (i) Indebtedness of any member of the Cott Mexican Group and of any Subsidiary that is not a Loan Party to any Loan Party Borrower or any Restricted Subsidiary shall only be permitted subject to the extent permitted under Section 6.04 and (ii) Indebtedness of the any Borrower or Holdings to any Subsidiary that is not a Loan Party and Indebtedness of any Restricted Subsidiary that is a Loan Party to any Borrower or to any other Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent; (df) Guarantees by any Borrower of Indebtedness of any Subsidiary or any other Borrower and by any Restricted Subsidiary of Indebtedness of any Borrower or any other Subsidiary (in each case other than Guarantees of the 2009 Notes and the 2010 Notes), provided that (i) by Holdings and the Subsidiaries that are Loan Parties of the Indebtedness of the Borrower described in clause (k) hereof, so long as the Guarantee of the Senior Subordinated Notes Guaranteed is subordinated substantially on terms as set forth in the Senior Subordinated Note Documentspermitted by this Section 6.01, (ii) Guarantees by Holdings, the any Borrower or any Restricted Subsidiary that is a Loan Party of Indebtedness of any Indebtedness member of the Borrower or any Subsidiary that is a Loan Party permitted to be incurred under this Agreement, (iii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of Indebtedness otherwise permitted hereunder Cott Mexican Group and of any Subsidiary that is not a Loan Party shall be subject to the extent such Section 6.04 and (iii) Guarantees are permitted by Section 6.04(u); provided that Guarantees by Holdings, the Borrower or any Subsidiary that is a Loan Party under this clause (df) shall be subordinated to the Secured Obligations of any other the applicable Subsidiary if, and on the same terms as, the Indebtedness of a Person that so Guaranteed is subordinated to other Indebtedness of such Person shall be expressly subordinated to the Obligations on terms at least as favorable to the Lenders as the Guarantee of the Senior Subordinated Notes is under the Senior Subordinated Note Documents, and (iv) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any real property lease obligations of the Borrower or any Subsidiary that is a Loan PartySecured Obligations; (eg) Indebtedness of any Loan Party Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction, repair construction or improvement of any fixed or capital assetsassets (whether or not constituting purchase money Indebtedness), 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 and renewals of any such Indebtedness in accordance with clause (g) hereof; provided that (i) such Indebtedness is incurred prior to or within one hundred eighty (180) 90 days after such acquisition or the completion of such construction, repair construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e), when combined with the aggregate principal amount of all Capital Lease Obligations and Synthetic Lease Obligations incurred pursuant to clause (f) hereof, shall not exceed $25,000,000 at any time outstanding; provided, further that if requested by the Administrative Agent, the Loan Parties will use commercially reasonable efforts to cause the holder of such Indebtedness in respect of any Real Estate owned or acquired by any Loan Party to enter into a Collateral Access Agreement providing for access and use of the applicable personal property located on such premises following the occurrence and during the continuance of an Event of Default on terms reasonably satisfactory to the Administrative Agent; (f) Capital Lease Obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (e) hereof, not in excess of $25,000,000 60,000,000 at any time outstanding; (gh) Indebtedness which represents an extension, refinancing, refunding, replacement or renewal of any of the Indebtedness described in clauses (b), (dk), (g), l) and (j), or (kq) hereof; provided that, (i) the principal amount (or accreted value, if applicable) thereof does interest rate of such Indebtedness is not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, refunded, replaced or renewed, increased except by an amount equal to unpaid accrued interest and premium (including thereon and any make-whole payments applicable prepayment penalties) thereon thereto plus reasonable fees and expenses reasonably incurred in connection therewithwith respect to such refinancing and by an amount equal to any existing unutilized commitments thereunder, (ii) any Liens securing such Indebtedness are not extended to any additional property of any Loan PartyParty or any of their respective Restricted Subsidiaries, (iii) no Loan Party or Restricted Subsidiary of any Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect theretothereto (which, for the sake of clarity, would not preclude the inclusion of additional Subsidiaries that are created or acquired after the date such Indebtedness is incurred to the extent that such Subsidiary would have been required to be come obligated on the refinanced Indebtedness), (iv) such extension, refinancing, refunding, replacement refinancing or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, refunded, replaced refinanced or renewed, (v) the terms of any such extension, refinancing, or renewal (taken as a whole) are not less favorable to the obligor thereunder than the original terms of such Indebtedness (taken as a whole) and (iv) if the Indebtedness that is extended, refinanced, refundedrenewed, replaced or renewed extended was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the extension, refinancing, refundingrenewal, replacement or renewal extension Indebtedness must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the extended, refinanced, refundedrenewed, replaced or renewed Indebtedness and (vi) with respect to any such extension, refinancing, refunding, replacement or renewal of the Senior Secured Term Loan Facility, such refinancing extended Indebtedness, if secured, is secured only by assets of the Loan Parties that constitute Collateral for the Obligations pursuant to a security agreement subject to the Intercreditor Agreement or another intercreditor agreement that is no less favorable to the Secured Parties, taken as a whole, than the Intercreditor Agreement; (hi) Indebtedness owed to any Person person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Personperson, in each case incurred in the ordinary course of business; (ij) Indebtedness of the Loan Parties any Borrower or any Restricted Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees bonds and similar obligations, or obligations in respect of letters of credit, bank acceptances or guarantees or similar instruments related thereto, in each case provided in the ordinary course of business; (jk) Indebtedness (x) of any Person (other than a Person that was previously an Unrestricted Subsidiary) that becomes a Loan Party Restricted Subsidiary after the date hereof and Indebtedness acquired in connection with any Permitted Acquisition, or (y) assumed in connection with any assets acquired in connection with a Permitted AcquisitionsAcquisition; provided that (i) such Indebtedness exists at the time such Person becomes a Loan Party Restricted Subsidiary or at the time of such Permitted Acquisition assets are acquired and is not created in contemplation of or in connection therewith; (k) Indebtedness of the Borrower pursuant to (i) the Senior Subordinated Notes (and the exchange notes issued in exchange thereof) and agreements relating thereto in an original aggregate principal amount that is not in excess of $225,000,000 plus the amount of any interest that is paid-in-kind at any one time outstanding with such Person becoming a Subsidiary or such assets being acquired and (ii) the Senior Secured Term Loan Facility in an aggregate principal amount that is of Indebtedness permitted by this clause (i) shall not in excess of exceed $185,000,00020,000,000 at any time outstanding; (l) other unsecured Indebtedness of the Borrower or any Subsidiary in an aggregate principal amount not exceeding $15,000,000 25,000,000 at any time outstanding; provided that the aggregate principal amount of Indebtedness of the Restricted Subsidiaries that are not Borrowers permitted by this clause (l) shall not exceed $5,000,000 at any time outstanding; (m) Hedging Obligations Indebtedness of Cott Beverages (which may be guaranteed on an unsecured basis under the terms of the 2009 Indenture by one or more Loan Parties pursuant Parties, for so long as each such Person remains a Loan Party hereunder) incurred on or prior to Hedge Agreements permitted the Effective Date evidenced by Section 6.07the 2009 Notes; (n) Indebtedness consisting [***] [Certain permitted transactions redacted] (o) obligations of promissory notes issued by any Loan Party to current or former officers, directors and employees, their respective estates, heirs, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings (Borrower or any direct or indirect parent thereof) or of the Borrower (following a Qualified Public Offering of the Borrower) Restricted Subsidiary under Swap Agreements permitted by under Section 6.08; (o) Indebtedness of the Loan Parties constituting indemnification obligations or obligations in respect of purchase price, earn-outs or other similar adjustments in connection with acquisitions, sales and dispositions permitted under this Agreement; (p) Indebtedness consisting endorsements of obligations of the Loan Parties under deferred compensation negotiable instruments for deposit or other similar arrangements incurred by such Person in connection with the Transactions and Permitted Acquisitions or any other investment permitted hereunder; (q) cash management obligations of the Loan Parties and other Indebtedness of the Loan Parties in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts, collection in the ordinary course of business; (r) Indebtedness of the Loan Parties consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (s) Indebtedness incurred by a Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business; (t) Indebtedness supported by a Letter of Credit or a letter of credit issued pursuant to the Senior Secured Term Facility Agreement, in a principal amount not to exceed the face amount of such letter of credit; provided that with respect to Letters of Credit that support Indebtedness incurred by Foreign Subsidiaries, such Indebtedness shall only be permitted to the extent permitted under Section 6.04; (u) Subordinated Indebtedness of a Loan Party (i) constituting deferred purchase price of, or incurred to finance, Permitted Acquisitions in an aggregate principal amount not exceeding $75,000,000 at any time outstanding, or (ii) incurred to refinance or repay Indebtedness outstanding under the Senior Secured Term Loan Facility, including any incremental facilities provided for thereunder (or if no such Indebtedness is outstanding, any other long-term Indebtedness of the Borrower or any Subsidiary); (v) Other Indebtedness of a Loan Party created or incurred if the Fixed Charge Coverage Ratio as of the end of the most recently ended four-fiscal-quarter period immediately preceding the date on which such Indebtedness is created or incurred would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; provided that if the Indebtedness created or incurred is to be used to finance the acquisition of any Person or assets, such Indebtedness shall be permitted regardless of whether the Fixed Charge Coverage Ratio set forth above is met if the Fixed Charge Coverage Ratio after giving effect to such acquisition or merger is greater than the Fixed Charge Coverage Ratio immediately prior to such acquisition or merger; provided, further, that any Indebtedness created or incurred in compliance with this clause (v) shall be permitted to exist regardless of whether the Fixed Charge Coverage Ratio is subsequently less than the ratio set forth above; (w) Indebtedness incurred by Holdings and owed to the Permitted Holders in an aggregate outstanding principal amount not to exceed $75,000,000 at any time; provided that (A) interest on such Indebtedness is not payable in cash prior to the Maturity Date, (B) such Indebtedness does not mature and does not require any scheduled or mandatory prepayments prior to the date that is 180 days following the Maturity Date, (C) such Indebtedness is not secured and (D) such Indebtedness is subordinated to the Obligations on terms reasonably satisfactory to Administrative Agent; and (xq) Indebtedness incurred by a Foreign Subsidiary; provided, that no portion in respect of such Indebtedness shall be guaranteed by, be recourse to, or otherwise obligate a Loan Party, or subject, directly or indirectly, contingently or otherwise any property or asset of a Loan Party to a Lienthe Sidel Water Capital Lease.

Indebtedness. No Loan Party will, Neither the Borrower nor will it permit any Subsidiary toof the Restricted Subsidiaries shall directly or indirectly, create, incur incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness created of any Loan Party under (i) the Loan Documents, (ii) the Senior Notes Documents in an aggregate principal amount not to exceed $1,500,000,000 and, in the case of this clause (ii), any Permitted Refinancing thereof and (iii) the Opco Senior Notes Documents in an aggregate principal amount not to exceed $1,000,000,000 and, in the case of this clause (iii), any Permitted Refinancing thereof; (bi) Indebtedness existing outstanding on the date hereof Closing Date and set forth in listed on Schedule 6.01; 7.03(b) and any Permitted Refinancing thereof and (cii) Indebtedness of the Borrower to Holdings or any Subsidiary, Indebtedness of any Subsidiary to the Borrower, Holdings or any other Subsidiary and Indebtedness of Holdings owed to the Borrower or any Subsidiary; provided that (i) Restricted Subsidiary outstanding on the Closing Date and any refinancing thereof with Indebtedness of any Subsidiary that is not a Loan Party owed to any Loan Party shall only be permitted to the extent permitted under Section 6.04 and (ii) Indebtedness of the Borrower or Holdings to any Subsidiary that is not a Loan Party and Indebtedness of any Subsidiary that is a Loan Party to any Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent; (d) Guarantees (i) by Holdings and the Subsidiaries that are Loan Parties of the Indebtedness of the Borrower described in clause (k) hereof, so long as the Guarantee of the Senior Subordinated Notes is subordinated substantially on terms as set forth in the Senior Subordinated Note Documents, (ii) by Holdings, the Borrower or any Restricted Subsidiary that is in a Loan Party of any Indebtedness of the Borrower or any Subsidiary that is a Loan Party permitted to be incurred under this Agreement, (iii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a Loan Party to the extent such Guarantees are permitted by Section 6.04(u); provided that Guarantees by Holdings, the Borrower or any Subsidiary that is a Loan Party under this clause (d) of any other Indebtedness of a Person that is subordinated to other Indebtedness of such Person shall be expressly subordinated to the Obligations on terms at least as favorable to the Lenders as the Guarantee of the Senior Subordinated Notes is under the Senior Subordinated Note Documents, and (iv) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any real property lease obligations of the Borrower or any Subsidiary that is a Loan Party; (e) Indebtedness of any Loan Party incurred to finance the acquisition, construction, repair or improvement of any fixed or capital assets, including 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 and renewals of any such Indebtedness in accordance with clause (g) hereof; provided that (i) such Indebtedness is incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e), when combined with the aggregate principal amount of all Capital Lease Obligations and Synthetic Lease Obligations incurred pursuant to clause (f) hereof, shall not exceed $25,000,000 at any time outstanding; provided, further that if requested by the Administrative Agent, the Loan Parties will use commercially reasonable efforts to cause the holder of such Indebtedness in respect of any Real Estate owned or acquired by any Loan Party to enter into a Collateral Access Agreement providing for access and use of the applicable personal property located on such premises following the occurrence and during the continuance of an Event of Default on terms reasonably satisfactory to the Administrative Agent; (f) Capital Lease Obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (e) hereof, not in excess of $25,000,000 at any time outstanding; (g) Indebtedness which represents an extension, refinancing, refunding, replacement or renewal of any of the Indebtedness described in clauses (b), (d), (g), (j), or (k) hereof; provided that, (i) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the intercompany Indebtedness so extended, refinanced, refunded, replaced or renewed, except ; provided that (x) any amount owed by a Restricted Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an amount equal to unpaid accrued interest Intercompany Note and premium (including applicable prepayment penaltiesy) thereon plus fees and expenses reasonably incurred in connection therewith, (ii) any Liens securing all such Indebtedness are not extended to any additional property of any Loan Party, (iii) no Loan Party owed to any Person or Restricted Subsidiary that is not originally obligated with a Loan Party shall be unsecured and subordinated to the Obligations pursuant to an Intercompany Note; (c) Guarantees by the Borrower and any Restricted Subsidiary in respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing, refunding, replacement or renewal does not result in a shortening of the average weighted maturity Borrower or any Restricted Subsidiary of the Borrower otherwise permitted hereunder; provided that (A) no Guarantee of any 5 5/8% Senior Notes, Opco Senior Notes or any Indebtedness so extended, refinanced, refunded, replaced or renewed, constituting Junior Financing shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (vB) if the Indebtedness that being Guaranteed is extended, refinanced, refunded, replaced or renewed was subordinated in right of payment to the Secured Obligations, then such Guarantee shall be subordinated to the terms and conditions Guarantee of the extension, refinancing, refunding, replacement or renewal Indebtedness must include subordination Obligations on terms and conditions that are at least as favorable to the Lenders as those that were applicable contained in the subordination of such Indebtedness; (d) Indebtedness of the Borrower or any Restricted Subsidiary owing to the extendedBorrower or any Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Restricted Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness of any Loan Party owed to any Person or Restricted Subsidiary that is not a Loan Party shall be evidenced by an Intercompany Note and any such Indebtedness owing to a Restricted Subsidiary that is not a Loan Party is subordinated in right of payment to the Loans (for the avoidance of doubt, refinanced, refunded, replaced or renewed any such Indebtedness owing to a Restricted Subsidiary that is not a Loan Party shall be deemed to be expressly subordinated in right of payment to the Loans unless the terms of such Indebtedness expressly provide otherwise); (i) Attributable Indebtedness and other Indebtedness (viincluding Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Restricted Subsidiary prior to or within 365 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset in an aggregate amount not to exceed 5.0% of Total Assets, in each case determined at the time of incurrence (together with any Permitted Refinancings thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any of the foregoing; (f) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Restricted Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (g) Indebtedness of the Borrower or any Restricted Subsidiary assumed in connection with any Permitted Acquisition so long as such Indebtedness is not incurred in contemplation of such Permitted Acquisition, and any Permitted Refinancing thereof; provided that after giving pro forma effect to such Permitted Acquisition and the assumption of such Indebtedness, the aggregate amount of such Indebtedness does not exceed (x) $100,000,000 at any time outstanding plus (y) any additional amount of such Indebtedness so long (i) if such Indebtedness is secured on a junior basis to the Facilities, the Consolidated Total Net Leverage Ratio determined on a Pro Forma Basis is no greater than 6.15 to 1.00, (ii) if such Indebtedness is secured on a pari passu basis with the Facilities, the Consolidated First Lien Net Leverage Ratio determined on a Pro Forma Basis is no greater than 3.75 to 1.00 or (iii) if such Indebtedness is unsecured, the Fixed Charge Coverage Ratio on a consolidated basis for the Borrower and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such Indebtedness is incurred would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom); provided that any such extensionIndebtedness incurred by a Restricted Subsidiary that is not a Loan Party, refinancing, refunding, replacement or renewal of the Senior Secured Term together with any Indebtedness incurred by a Restricted Subsidiary that is not a Loan Facility, such refinancing Indebtedness, if secured, is secured only by assets of the Loan Parties that constitute Collateral for the Obligations Party pursuant to a security agreement subject to Sections 7.03(q), 7.03(s) or 7.03(w), does not exceed in the Intercreditor Agreement or another intercreditor agreement that is no less favorable to aggregate at any time outstanding 4.25% of Total Assets, in each case determined at the Secured Parties, taken as a whole, than the Intercreditor Agreementtime of incurrence; (h) Indebtedness owed representing deferred compensation to employees of the Borrower (or any Person providing workers’ compensation, health, disability direct or other employee benefits indirect parent thereof) or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case any of its Restricted Subsidiaries incurred in the ordinary course of business; (i) Indebtedness of the Loan Parties in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations, or obligations in respect of letters of credit, bank acceptances or guarantees or similar instruments related thereto, in each case provided in the ordinary course of business; (j) Indebtedness of any Person that becomes a Loan Party after the date hereof and Indebtedness acquired or assumed in connection with Permitted Acquisitions; provided that such Indebtedness exists at the time such Person becomes a Loan Party or at the time of such Permitted Acquisition and is not created in contemplation of or in connection therewith; (k) Indebtedness of the Borrower pursuant to (i) the Senior Subordinated Notes (and the exchange notes issued in exchange thereof) and agreements relating thereto in an original aggregate principal amount that is not in excess of $225,000,000 plus the amount of any interest that is paid-in-kind at any one time outstanding and (ii) the Senior Secured Term Loan Facility in an aggregate principal amount that is not in excess of $185,000,000; (l) other unsecured Indebtedness of the Borrower or any Subsidiary in an aggregate principal amount not exceeding $15,000,000 at any time outstanding; (m) Hedging Obligations of the Loan Parties pursuant to Hedge Agreements permitted by Section 6.07; (n) Indebtedness consisting of promissory notes issued by the Borrower or any Loan Party of its Restricted Subsidiaries to current or former officers, managers, consultants, directors and employees, their respective estates, heirs, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings (the Borrower or any direct or indirect parent thereof) or of the Borrower (following a Qualified Public Offering of the Borrower) permitted by Section 6.087.06; (oj) Indebtedness incurred by the Borrower or any of the Loan Parties its Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price, earn-outs price (including earnouts) or other similar adjustments in connection with acquisitions, sales and dispositions permitted under this Agreementadjustments; (pk) Indebtedness consisting of obligations of the Loan Parties Borrower or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions and Permitted Acquisitions or any other investment Investment expressly permitted hereunder; (ql) cash management obligations in respect of the Loan Parties Treasury Services Agreements and other Indebtedness of the Loan Parties in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts, in the ordinary course of business; (rm) Indebtedness of the Loan Parties Borrower or any of its Restricted Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed (x) the greater of $800,000,000 and 4.0% of Total Assets at any time outstanding plus (y) 200% of the cumulative amount of the net cash proceeds and Cash Equivalent proceeds from the sale of Equity Interests (other than Excluded Contributions, proceeds of Disqualified Equity Interests, Designated Equity Contributions or sales of Equity Interests to the Borrower or any of its Subsidiaries) of the Borrower or any direct or indirect parent of the Borrower after the Closing Date and on or prior to such time (including upon exercise of warrants or options) which proceeds have been contributed as common equity to the capital of the Borrower that has not been applied to incur debt pursuant to this clause (m)(y), to make Restricted Payments pursuant to Section 7.06 (other than pursuant to Section 7.06(h)(y)), to make Investments pursuant to clause 7.02(n), (v), (w), (y) or (z) or to make prepayments of subordinated indebtedness pursuant to Section 7.13 (other than 7.13(a)(iv)(y)); (n) Indebtedness consisting of (xa) the financing of insurance premiums or (yb) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (so) Indebtedness incurred by a Loan Party the Borrower or any of its Restricted Subsidiaries 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 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; (tp) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Restricted 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 or consistent with past practice; (q) Indebtedness incurred on (x) a pari passu basis with the Facilities or (y) junior to the Facilities in an aggregate principal amount, when aggregated with the amount of Incremental Term Loans and Incremental Revolving Credit Commitments pursuant to Section 2.14(d)(v)(A) and Section 2.14(d)(v)(B), not to exceed $1,500,000,000; provided that such Indebtedness shall (A) subject to the Permitted Earlier Maturity Indebtedness Exception, in the case of clause (x) above, have a maturity date that is after the Latest Maturity Date at the time such Indebtedness is incurred, and in the case of clause (y) above, have a maturity date that is at least ninety-one (91) days after the Latest Maturity Date at the time such Indebtedness is incurred, (B) subject to the Permitted Earlier Maturity Indebtedness Exception, in the case of clause (x) above, have a Weighted Average Life to Maturity not shorter than the longest remaining Weighted Average Life to Maturity of the Facilities and, in the case of clause (y) above, shall not be subject to scheduled amortization prior to maturity, (C) if such Indebtedness is incurred or guaranteed on a secured basis by a Loan Party, be subject to the Junior Lien Intercreditor Agreement and, if the Indebtedness is secured on a pari passu basis with the Facilities, be (x) in the form of debt securities and (y) subject to the First Lien Intercreditor Agreement and (D) have terms and conditions (other than pricing, rate floors, discounts, fees, premiums and optional prepayment or redemption provisions) that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the terms and conditions of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of the conditions described in this clause (D) delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)); provided, further, that any such Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party, together with any Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party pursuant to Sections 7.03(g), 7.03(s) or 7.03(w), does not exceed in the aggregate at any time outstanding 4.25% of Total Assets, in each case determined at the time of incurrence; (r) Indebtedness supported by a Letter of Credit or a letter of credit issued pursuant to the Senior Secured Term Facility AgreementCredit, in a principal amount not to exceed the face amount of such letter Letter of credit; provided that with respect to Letters of Credit; (s) Permitted Ratio Debt and any Permitted Refinancing thereof; (t) Credit that support Indebtedness incurred by Foreign Subsidiaries, such Indebtedness shall only be permitted to the extent permitted under Section 6.04Agreement Refinancing Indebtedness; (u) Subordinated [Reserved]; (v) Indebtedness of incurred by a Loan Party (i) constituting deferred purchase price ofForeign Subsidiary which, or incurred to finance, Permitted Acquisitions in an aggregate when aggregated with the principal amount not exceeding $75,000,000 at any time of all other Indebtedness incurred pursuant to this clause (v) and then outstanding, or does not exceed 10% of Foreign Subsidiary Total Assets; (iiw) incurred to refinance or repay Indebtedness outstanding under the Senior Secured Term Loan Facility, including any incremental facilities provided for thereunder (or if no such Indebtedness is outstanding, any other long-term unsecured Indebtedness of the Borrower or any Restricted Subsidiary); (v) Other Indebtedness of a Loan Party created or incurred if , so long as the Fixed Charge Coverage Ratio as of on a consolidated basis for the end of the Borrower and its Restricted Subsidiaries’ most recently ended four-fiscal-quarter period four fiscal quarters for which internal financial statements are available immediately preceding the date on which such Indebtedness is created or incurred would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred and the application of the proceeds therefrom had occurred at the beginning of such four-quarter periodperiod and without duplication, Permitted Refinancings of such Indebtedness; provided that if the Indebtedness created or incurred is to be used to finance the acquisition of any Person or assets, such Indebtedness shall be permitted regardless of whether the Fixed Charge Coverage Ratio set forth above is met if the Fixed Charge Coverage Ratio after giving effect to such acquisition or merger is greater than the Fixed Charge Coverage Ratio immediately prior to such acquisition or merger; provided, further, that any Indebtedness created or incurred in compliance with this clause (v) shall be permitted to exist regardless of whether the Fixed Charge Coverage Ratio is subsequently less than the ratio set forth above; (w) Indebtedness incurred by Holdings and owed a Restricted Subsidiary that is not a Loan Party, together with any Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party pursuant to Sections 7.03(g), 7.03(q) or 7.03(s), does not exceed in the Permitted Holders in an aggregate outstanding principal amount not to exceed $75,000,000 at any time; provided that (A) interest on such Indebtedness is not payable time outstanding, 4.25% of Total Assets, in cash prior to each case determined at the Maturity Date, (B) such Indebtedness does not mature and does not require any scheduled or mandatory prepayments prior to the date that is 180 days following the Maturity Date, (C) such Indebtedness is not secured and (D) such Indebtedness is subordinated to the Obligations on terms reasonably satisfactory to Administrative Agent; andtime of incurrence; (x) Indebtedness incurred by a Foreign Subsidiaryarising from Permitted Intercompany Activities; providedand (y) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (x) above. For purposes of determining compliance with this Section 7.03, in the event that no an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (x) above, the Borrower shall, in its sole discretion, classify or later divide or classify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness shall in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents, any Senior Notes Documents and any Opco Senior Notes Documents and, in each case, any Permitted Refinancing thereof, will at all times be guaranteed by, deemed to be recourse to, or otherwise obligate a Loan Party, or subject, directly or indirectly, contingently or otherwise any property or asset of a Loan Party to a Lienoutstanding in reliance only on the exception in Section 7.03(a).

Indebtedness. No Loan Party willCreate, nor will it permit any Subsidiary toincur, create, incur assume or suffer to exist any Indebtedness, except: (a) 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 or pursuant to Section 6.16 (and not for speculative purposes) for the purpose of directly mitigating risks associated with fluctuations in interest rates, commodity prices or foreign exchange rates; (b) Indebtedness created of a Subsidiary of the Borrower owed to the Borrower or another Subsidiary of the Borrower or of the Borrower owed to a Subsidiary of the Borrower, which Indebtedness shall (i) in the case of Indebtedness owed to a Loan Party, constitute “Pledged Debt” under the Security Agreement, (ii) in the case of Indebtedness owed by a Loan Party to a non-Loan Party, be subordinated to the Obligations on terms reasonably 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 existing outstanding on the date hereof and set forth in listed on Schedule 6.017.02 and any Permitted Refinancing thereof; (ce) Indebtedness of the Borrower to Holdings or any Subsidiary, Indebtedness (i) Guarantees of any Subsidiary to the Borrower, Holdings or any other Subsidiary and Loan Party in respect of Indebtedness otherwise permitted hereunder of Holdings to the Borrower or any Subsidiary; provided that if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness, and (iii) Indebtedness Guarantees of any Subsidiary that is not a Loan Party to any Loan Party shall only be permitted to the extent permitted under Section 6.04 and (ii) Indebtedness of the Borrower or Holdings to any Subsidiary that is not a Loan Party and Indebtedness of any Subsidiary that is a Loan Party to any Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent; (d) Guarantees (i) by Holdings and the Subsidiaries that are Loan Parties of the Indebtedness of the Borrower described in clause (k) hereof, so long as the Guarantee of the Senior Subordinated Notes is subordinated substantially on terms as set forth in the Senior Subordinated Note Documents, (ii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any Indebtedness of the Borrower or any Subsidiary that is a Loan Party permitted to be incurred under this Agreement, (iii) by Holdings, the Borrower or any Subsidiary that is a Loan Party respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a Loan Party to the extent such Guarantees are permitted by Section 6.04(u); provided that Guarantees by Holdings, the Borrower or any Subsidiary that is a Loan Party under this clause (d) of any other Indebtedness of a Person that is subordinated to other Indebtedness of such Person shall be expressly subordinated to the Obligations on terms at least as favorable to the Lenders as the Guarantee of the Senior Subordinated Notes is under the Senior Subordinated Note Documents, and (iv) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any real property lease obligations of the Borrower or any Subsidiary that is a Loan Party; (e) Indebtedness of any Loan Party incurred to finance the acquisition, construction, repair or improvement of any fixed or capital assets, including 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 and renewals of any such Indebtedness in accordance with clause (g) hereof; provided that (i) such Indebtedness is incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e), when combined with the aggregate principal amount of all Capital Lease Obligations and Synthetic Lease Obligations incurred pursuant to clause (f) hereof, shall not exceed $25,000,000 at any time outstanding; provided, further that if requested by the Administrative Agent, the Loan Parties will use commercially reasonable efforts to cause the holder of such Indebtedness in respect of any Real Estate owned or acquired by any Loan Party to enter into a Collateral Access Agreement providing for access and use of the applicable personal property located on such premises following the occurrence and during the continuance of an Event of Default on terms reasonably satisfactory to the Administrative Agent; (f) Capital 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) and any Synthetic Lease Obligations in an aggregate principal amountDebt and any Permitted Refinancing thereof; provided, when combined with however, that the aggregate principal amount of all such Indebtedness incurred pursuant to clause (e) hereof, not in excess of $25,000,000 at any one time outstandingoutstanding shall not exceed $25,000,000; (g) Indebtedness which represents an extension, refinancing, refunding, replacement or renewal of any Person that becomes a Subsidiary of the Borrower after the date hereof in accordance with the terms of Section 7.03, which Indebtedness described in clauses (b), (d), (g), (j), or (k) hereof; provided that, (i) is existing at the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) time such Person becomes a Subsidiary of the Indebtedness so extended, refinanced, refunded, replaced or renewed, except by an amount equal to unpaid accrued interest Borrower and premium (including applicable prepayment penalties) thereon plus fees and expenses reasonably was not incurred solely in connection therewith, (ii) any Liens securing such Indebtedness are not extended to any additional property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment contemplation of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing, refunding, replacement or renewal does not result in Person’s becoming a shortening Subsidiary of the average weighted maturity of the Indebtedness so extendedBorrower, refinanced, refunded, replaced or renewed, (v) if the Indebtedness that is extended, refinanced, refunded, replaced or renewed was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the extension, refinancing, refunding, replacement or renewal Indebtedness must include subordination terms and conditions that are at least as favorable to the Lenders as those that were applicable to the extended, refinanced, refunded, replaced or renewed Indebtedness and (vi) with respect to any such extension, refinancing, refunding, replacement or renewal of the Senior Secured Term Loan Facility, such refinancing Indebtedness, if secured, is secured only by assets of the Loan Parties that constitute Collateral for the Obligations pursuant to a security agreement subject to the Intercreditor Agreement or another intercreditor agreement that is no less favorable to the Secured Parties, taken as a whole, than the Intercreditor AgreementPermitted Refinancing thereof; (h) Indebtedness owed representing deferred compensation to employees of the Borrower or any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case of its Subsidiaries incurred in the ordinary course of business; (i) Indebtedness consisting of deferred purchase price or notes issued to current or former officers, managers, consultants, directors and employees (or their respective estates, spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Equity Interests of the Loan Parties Borrower in an aggregate principal amount not to exceed $5,000,000; (j) unsecured Indebtedness in an aggregate principal amount not to exceed $250.0 million at any time outstanding; (k) Indebtedness in respect of (i) performance bonds, bid bonds, appeal surety bonds, surety bondsworkers’ compensation claims, performance and completion guarantees and similar obligations, or obligations in respect of letters of credit, bank acceptances or guarantees or similar instruments related thereto, in each case provided in the ordinary course of business; (j) Indebtedness of any Person that becomes a Loan Party after the date hereof and Indebtedness acquired or assumed in connection with Permitted Acquisitions; provided that such Indebtedness exists at the time such Person becomes a Loan Party or at the time of such Permitted Acquisition and is not created in contemplation of or in connection therewith; (k) Indebtedness of the Borrower pursuant to (i) the Senior Subordinated Notes (and the exchange notes issued in exchange thereof) and agreements relating thereto in an original aggregate principal amount that is not in excess of $225,000,000 plus the amount of any interest that is paid-in-kind at any one time outstanding , and (ii) the Senior Secured Term Loan Facility in an aggregate principal amount that is not in excess of $185,000,000appeal bonds; (l) other unsecured Indebtedness of the Borrower or any Subsidiary in an aggregate principal amount not exceeding $15,000,000 at any time outstanding; (m) Hedging Obligations of the Loan Parties pursuant to Hedge Agreements permitted by Section 6.07; (n) Indebtedness consisting of promissory notes issued by any Loan Party to current or former officers, directors netting arrangements and employees, their respective estates, heirs, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings (or any direct or indirect parent thereof) or of the Borrower (following a Qualified Public Offering of the Borrower) permitted by Section 6.08; (o) Indebtedness of the Loan Parties constituting indemnification obligations or obligations in respect of purchase price, earn-outs or other similar adjustments in connection with acquisitions, sales and dispositions permitted under this Agreement; (p) Indebtedness consisting of obligations of the Loan Parties under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions and Permitted Acquisitions or any other investment permitted hereunder; (q) cash management obligations of the Loan Parties and other Indebtedness of the Loan Parties in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts, incurred in the ordinary course of business; (rm) Indebtedness arising from the honoring by a bank or other financial institution of the Loan Parties consisting of (x) the financing of insurance premiums a check, draft or (y) take-or-pay obligations contained in supply arrangements, in each case, similar instrument inadvertently drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is promptly covered by the Borrower or any Subsidiary; (sn) Indebtedness incurred by a Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business; (t) Indebtedness supported by a Letter of Credit or a letter of credit issued pursuant to the Senior Secured Term Facility Agreement, in a principal amount not to exceed the face amount of such letter of credit; provided that with respect to Letters of Credit that support Indebtedness incurred by Foreign Subsidiaries, such Indebtedness shall only be permitted to the extent permitted under Section 6.04; (u) Subordinated Indebtedness of a Loan Party (i) constituting deferred purchase price of, or incurred to finance, Permitted Acquisitions Subsidiaries in an aggregate principal amount not exceeding $75,000,000 10,000,000 at any time outstanding, or ; (iio) Indebtedness incurred to refinance or repay Indebtedness outstanding under the Senior Secured Term Loan Facility, including any incremental facilities provided for thereunder (or if no such Indebtedness is outstanding, any other long-term Indebtedness of by the Borrower or any Subsidiary)of its Subsidiaries in a Permitted Acquisition or any other Investment expressly permitted hereunder, in each case to the extent constituting indemnification obligations, incentive, non-compete or other similar arrangements, or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (vp) Other Indebtedness of a any Loan Party created or incurred if the Fixed Charge Coverage Ratio as other Subsidiary of the end Borrower on account of or in respect of letters of credit obtained in the most recently ended four-fiscal-quarter period immediately preceding the date on which such Indebtedness is created ordinary course of business in connection with foreign operations or incurred would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; provided that if the Indebtedness created or incurred is to be used to finance the acquisition of any Person or assets, such Indebtedness shall be permitted regardless of whether the Fixed Charge Coverage Ratio set forth above is met if the Fixed Charge Coverage Ratio after giving effect to such acquisition or merger is greater than the Fixed Charge Coverage Ratio immediately prior to such acquisition or merger; provided, further, that any Indebtedness created or incurred in compliance with this clause (v) shall be permitted to exist regardless of whether the Fixed Charge Coverage Ratio is subsequently less than the ratio set forth above; (w) Indebtedness incurred by Holdings and owed to the Permitted Holders branches in an aggregate outstanding principal amount not to exceed exceeding $75,000,000 5,000,000 at any time; provided that (A) interest on such Indebtedness is not payable in cash prior to the Maturity Date, (B) such Indebtedness does not mature and does not require any scheduled or mandatory prepayments prior to the date that is 180 days following the Maturity Date, (C) such Indebtedness is not secured and (D) such Indebtedness is subordinated to the Obligations on terms reasonably satisfactory to Administrative Agenttime outstanding; and (xq) Indebtedness incurred owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company in the ordinary course of business. It is understood and agreed that any Indebtedness borrowed in a Foreign Subsidiary; providedforeign currency shall continue to be permitted under this Section 7.02 notwithstanding any fluctuation in the Dollar amount of such Indebtedness, that no portion as long as the outstanding principal balance of such Indebtedness shall (denominated in its original currency) does not exceed the maximum amount of such Indebtedness (denominated in such currency) permitted to be guaranteed by, be recourse to, or otherwise obligate a Loan Party, or subject, directly or indirectly, contingently or otherwise any property or asset of a Loan Party to a Lienoutstanding on the date such Indebtedness was incurred.

Indebtedness. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of its Restricted Subsidiaries to, create, incur or suffer to exist any Indebtedness, except: (a) the Obligations and (i) any Credit Agreement Refinancing Indebtedness created and (ii) Indebtedness incurred under the Loan ABL Documents in an aggregate amount not to exceed the aggregate amount of (A) $3,000,000,000, (B) any incremental commitments permitted to be incurred pursuant to Section 2.22 or Section 2.25 of the ABL Credit Agreement in substantially the form attached as Exhibit O (whether incurred as incremental commitments or otherwise) and (C) any Canadian revolving commitments incurred pursuant to Section 2.24 of the ABL Credit Agreement in substantially the form attached as Exhibit O (including any Permitted Refinancing Indebtedness in respect of the Indebtedness under the ABL Documents, to the extent permitted under the ABL Intercreditor Agreement); (b) Indebtedness of Staples and its Restricted Subsidiaries (giving pro forma effect to the Transactions) existing on the date hereof Closing Date (and the Acquisition Effective Date to the extent Schedule 6.01 is updated pursuant to Section 1.07 hereof) and set forth in on Schedule 6.01, and Permitted Refinancing Indebtedness in respect thereof; (c) Indebtedness of the Borrower Staples owing to Holdings or any Restricted Subsidiary, Indebtedness and of any Restricted Subsidiary owing to the Borrower, Holdings Staples or any other Subsidiary and Indebtedness of Holdings Restricted Subsidiary, to the Borrower extent constituting an Investment permitted by Section 6.04(c) or any Subsidiaryset forth on Schedule 6.04; provided that (i) all such Indebtedness of any Subsidiary that is not owed to a Loan Party to any Loan Party shall only be permitted evidenced by a promissory note that is pledged to the extent permitted under Section 6.04 Collateral Agent in accordance with the terms of the Guarantee and Collateral Agreement and (ii) Indebtedness of the Borrower or Holdings to any Subsidiary that is not a Loan Party and all such Indebtedness of any Subsidiary that is a Loan Party owed to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations on terms pursuant to the Subordinated Intercompany Note or other subordination or similar agreement reasonably satisfactory acceptable to the Administrative AgentAgent (it being understood that payments or prepayments of such Indebtedness shall be permitted if, immediately prior to or after giving effect to such payments or prepayments, an Event of Default has not occurred); (d) Guarantees (i) by Holdings and the Subsidiaries that are Loan Parties Borrower of the Indebtedness of the Borrower described in clause (k) hereof, so long as the Guarantee any Restricted Subsidiary and by any Restricted Subsidiary of the Senior Subordinated Notes is subordinated substantially on terms as set forth in the Senior Subordinated Note Documents, (ii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any Indebtedness of the Borrower or any Subsidiary other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is a Loan Party permitted to be incurred under by Staples or such Restricted Subsidiary by this AgreementSection 6.01, (iiiii) Guarantees by Holdings, the Borrower or any Subsidiary that is a Loan Party of Indebtedness otherwise permitted hereunder of any Restricted Subsidiary that is not a Loan Party shall be permitted solely to the extent such Guarantees are permitted by Section 6.04(u); provided that 6.04(c) and (iii) Guarantees by Holdings, the Borrower or any Subsidiary that is a Loan Party permitted under this clause (d) of any other Indebtedness of a Person that is subordinated to other Indebtedness of such Person shall be expressly subordinated to the Obligations on terms at least as favorable to the Lenders as the Guarantee of the Senior Subordinated Notes is under the Senior Subordinated Note Documents, and (iv) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any real property lease obligations of the Borrower or any the applicable Restricted Subsidiary that is a Loan Party; (e) Indebtedness of any Loan Party incurred to finance the acquisition, construction, repair or improvement of any fixed or capital assets, including 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 thereofif, and extensions and renewals of any such Indebtedness in accordance with clause (g) hereof; provided that (i) such Indebtedness is incurred prior to or within one hundred eighty (180) days after such acquisition or on the completion of such constructionsame terms as, repair or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e), when combined with the aggregate principal amount of all Capital Lease Obligations and Synthetic Lease Obligations incurred pursuant to clause (f) hereof, shall not exceed $25,000,000 at any time outstanding; provided, further that if requested by the Administrative Agent, the Loan Parties will use commercially reasonable efforts to cause the holder of such Indebtedness in respect of any Real Estate owned or acquired by any Loan Party to enter into a Collateral Access Agreement providing for access and use of the applicable personal property located on such premises following the occurrence and during the continuance of an Event of Default on terms reasonably satisfactory to the Administrative Agent; (f) Capital Lease Obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (e) hereof, not in excess of $25,000,000 at any time outstanding; (g) Indebtedness which represents an extension, refinancing, refunding, replacement or renewal of any of the Indebtedness described in clauses (b), (d), (g), (j), or (k) hereof; provided that, (i) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, refunded, replaced or renewed, except by an amount equal to unpaid accrued interest and premium (including applicable prepayment penalties) thereon plus fees and expenses reasonably incurred in connection therewith, (ii) any Liens securing such Indebtedness are not extended to any additional property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing, refunding, replacement or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, refunded, replaced or renewed, (v) if the Indebtedness that is extended, refinanced, refunded, replaced or renewed was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the extension, refinancing, refunding, replacement or renewal Indebtedness must include subordination terms and conditions that are at least as favorable to the Lenders as those that were applicable to the extended, refinanced, refunded, replaced or renewed Indebtedness and (vi) with respect to any such extension, refinancing, refunding, replacement or renewal of the Senior Secured Term Loan Facility, such refinancing Indebtedness, if secured, is secured only by assets of the Loan Parties that constitute Collateral for the Obligations pursuant to a security agreement subject to the Intercreditor Agreement or another intercreditor agreement that is no less favorable to the Secured Parties, taken as a whole, than the Intercreditor Agreement; (h) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (i) Indebtedness of the Loan Parties in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations, or obligations in respect of letters of credit, bank acceptances or guarantees or similar instruments related thereto, in each case provided in the ordinary course of business; (j) Indebtedness of any Person that becomes a Loan Party after the date hereof and Indebtedness acquired or assumed in connection with Permitted Acquisitions; provided that such Indebtedness exists at the time such Person becomes a Loan Party or at the time of such Permitted Acquisition and is not created in contemplation of or in connection therewith; (k) Indebtedness of the Borrower pursuant to (i) the Senior Subordinated Notes (and the exchange notes issued in exchange thereof) and agreements relating thereto in an original aggregate principal amount that is not in excess of $225,000,000 plus the amount of any interest that is paid-in-kind at any one time outstanding and (ii) the Senior Secured Term Loan Facility in an aggregate principal amount that is not in excess of $185,000,000; (l) other unsecured Indebtedness of the Borrower or any Subsidiary in an aggregate principal amount not exceeding $15,000,000 at any time outstanding; (m) Hedging Obligations of the Loan Parties pursuant to Hedge Agreements permitted by Section 6.07; (n) Indebtedness consisting of promissory notes issued by any Loan Party to current or former officers, directors and employees, their respective estates, heirs, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings (or any direct or indirect parent thereof) or of the Borrower (following a Qualified Public Offering of the Borrower) permitted by Section 6.08; (o) Indebtedness of the Loan Parties constituting indemnification obligations or obligations in respect of purchase price, earn-outs or other similar adjustments in connection with acquisitions, sales and dispositions permitted under this Agreement; (p) Indebtedness consisting of obligations of the Loan Parties under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions and Permitted Acquisitions or any other investment permitted hereunder; (q) cash management obligations of the Loan Parties and other Indebtedness of the Loan Parties in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts, in the ordinary course of business; (r) Indebtedness of the Loan Parties consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (s) Indebtedness incurred by a Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business; (t) Indebtedness supported by a Letter of Credit or a letter of credit issued pursuant to the Senior Secured Term Facility Agreement, in a principal amount not to exceed the face amount of such letter of credit; provided that with respect to Letters of Credit that support Indebtedness incurred by Foreign Subsidiaries, such Indebtedness shall only be permitted to the extent permitted under Section 6.04; (u) Subordinated Indebtedness of a Loan Party (i) constituting deferred purchase price of, or incurred to finance, Permitted Acquisitions in an aggregate principal amount not exceeding $75,000,000 at any time outstanding, or (ii) incurred to refinance or repay Indebtedness outstanding under the Senior Secured Term Loan Facility, including any incremental facilities provided for thereunder (or if no such Indebtedness is outstanding, any other long-term Indebtedness of the Borrower or any Subsidiary); (v) Other Indebtedness of a Loan Party created or incurred if the Fixed Charge Coverage Ratio as of the end of the most recently ended four-fiscal-quarter period immediately preceding the date on which such Indebtedness is created or incurred would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; provided that if the Indebtedness created or incurred is to be used to finance the acquisition of any Person or assets, such Indebtedness shall be permitted regardless of whether the Fixed Charge Coverage Ratio set forth above is met if the Fixed Charge Coverage Ratio after giving effect to such acquisition or merger is greater than the Fixed Charge Coverage Ratio immediately prior to such acquisition or merger; provided, further, that any Indebtedness created or incurred in compliance with this clause (v) shall be permitted to exist regardless of whether the Fixed Charge Coverage Ratio is subsequently less than the ratio set forth above; (w) Indebtedness incurred by Holdings and owed to the Permitted Holders in an aggregate outstanding principal amount not to exceed $75,000,000 at any time; provided that (A) interest on such Indebtedness is not payable in cash prior to the Maturity Date, (B) such Indebtedness does not mature and does not require any scheduled or mandatory prepayments prior to the date that is 180 days following the Maturity Date, (C) such Indebtedness is not secured and (D) such Indebtedness Guaranteed is subordinated to the Obligations on terms reasonably satisfactory to Administrative Agent; and (x) Indebtedness incurred by a Foreign Subsidiary; provided, that no portion of such Indebtedness shall be guaranteed by, be recourse to, or otherwise obligate a Loan Party, or subject, directly or indirectly, contingently or otherwise any property or asset of a Loan Party to a Lien.Obligations;

Indebtedness. No Loan Party willHoldings and the Borrower will not, nor will it they permit any Subsidiary to, create, incur incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness created under the Loan DocumentsDocuments (including any Refinancing Term Loans and any Incremental Term Loans); (b) Indebtedness existing on the date hereof Closing Date and set forth in Schedule 6.016.01 to the Disclosure Letter (and any Refinancing Indebtedness in respect thereof); (c) Permitted First Priority Refinancing Indebtedness (and any Refinancing Indebtedness in respect thereof) and Permitted Junior Priority Refinancing Indebtedness (and any Refinancing Indebtedness in respect thereof); (d) Indebtedness of the Borrower any Subsidiary to Holdings or any Subsidiary; provided, Indebtedness of any Subsidiary to the Borrowerthat, Holdings or any other Subsidiary and Indebtedness of Holdings to the Borrower or any Subsidiary; provided that (i) any such Indebtedness owing by any Loan Party to any Subsidiary that is not a Loan Party shall be (A) unsecured and (B) subordinated in right of payment to the Loan Document Obligations on terms customary for intercompany subordinated Indebtedness, as reasonably determined by the Administrative Agent, provided, that, the limitations of subclause (B) of this clause (i) shall not apply to Indebtedness owing by any Loan Party to any TriNet Captive Insurance Subsidiary or TriNet Trust to the extent such limitations are prohibited by (x) applicable law or regulation or (y) any TriNet Workers’ Compensation Collateral Agreement, (ii) any such Indebtedness owing to any Loan Party shall be evidenced by the Intercompany Note, which shall have been pledged pursuant to the Collateral Agreement and (iii) any such Indebtedness owing by any Subsidiary that is not a Loan Party to any Loan Party shall only be permitted to the extent permitted under Section 6.04 and (ii) Indebtedness of the Borrower or Holdings to any Subsidiary that is not a Loan Party and Indebtedness of any Subsidiary that is a Loan Party to any Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent; (d) Guarantees (i) by Holdings and the Subsidiaries that are Loan Parties of the Indebtedness of the Borrower described in clause (k) hereof, so long as the Guarantee of the Senior Subordinated Notes is subordinated substantially on terms as set forth in the Senior Subordinated Note Documents, (ii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any Indebtedness of the Borrower or any Subsidiary that is a Loan Party permitted to be incurred under this Agreement, (iii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a Loan Party to the extent such Guarantees are permitted by Section 6.04(u); provided that Guarantees by Holdings, the Borrower or any Subsidiary that is a Loan Party under this clause (d) of any other Indebtedness of a Person that is subordinated to other Indebtedness of such Person shall be expressly subordinated to the Obligations on terms at least as favorable to the Lenders as the Guarantee of the Senior Subordinated Notes is under the Senior Subordinated Note Documents, and (iv) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any real property lease obligations of the Borrower or any Subsidiary that is a Loan Party; (e) Indebtedness of any Loan Party incurred to finance the acquisition, construction, repair or improvement of any fixed or capital assets, including 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 and renewals of any such Indebtedness in accordance with clause (g) hereof; provided that (i) such Indebtedness is incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e), when combined with the aggregate principal amount of all Capital Lease Obligations and Synthetic Lease Obligations incurred pursuant to clause (f) hereof, shall not exceed $25,000,000 at any time outstanding; provided, further that if requested by the Administrative Agent, the Loan Parties will use commercially reasonable efforts to cause the holder of such Indebtedness in respect of any Real Estate owned or acquired by any Loan Party to enter into a Collateral Access Agreement providing for access and use of the applicable personal property located on such premises following the occurrence and during the continuance of an Event of Default on terms reasonably satisfactory to the Administrative Agent; (f) Capital Lease Obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (e) hereof, not in excess of $25,000,000 at any time outstanding; (g) Indebtedness which represents an extension, refinancing, refunding, replacement or renewal of any of the Indebtedness described in clauses (b), (d), (g), (j), or (k) hereof; provided that, (i) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, refunded, replaced or renewed, except by an amount equal to unpaid accrued interest and premium (including applicable prepayment penalties) thereon plus fees and expenses reasonably incurred in connection therewith, (ii) any Liens securing such Indebtedness are not extended to any additional property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing, refunding, replacement or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, refunded, replaced or renewed, (v) if the Indebtedness that is extended, refinanced, refunded, replaced or renewed was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the extension, refinancing, refunding, replacement or renewal Indebtedness must include subordination terms and conditions that are at least as favorable to the Lenders as those that were applicable to the extended, refinanced, refunded, replaced or renewed Indebtedness and (vi) with respect to any such extension, refinancing, refunding, replacement or renewal of the Senior Secured Term Loan Facility, such refinancing Indebtedness, if secured, is secured only by assets of the Loan Parties that constitute Collateral for the Obligations pursuant to a security agreement subject to the Intercreditor Agreement or another intercreditor agreement that is no less favorable to the Secured Parties, taken as a whole, than the Intercreditor Agreement; (h) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (i) Indebtedness of the Loan Parties in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations, or obligations in respect of letters of credit, bank acceptances or guarantees or similar instruments related thereto, in each case provided in the ordinary course of business; (j) Indebtedness of any Person that becomes a Loan Party after the date hereof and Indebtedness acquired or assumed in connection with Permitted Acquisitions; provided that such Indebtedness exists at the time such Person becomes a Loan Party or at the time of such Permitted Acquisition and is not created in contemplation of or in connection therewith; (k) Indebtedness of the Borrower pursuant to (i) the Senior Subordinated Notes (and the exchange notes issued in exchange thereof) and agreements relating thereto in an original aggregate principal amount that is not in excess of $225,000,000 plus the amount of any interest that is paid-in-kind at any one time outstanding and (ii) the Senior Secured Term Loan Facility in an aggregate principal amount that is not in excess of $185,000,000; (l) other unsecured Indebtedness of the Borrower or any Subsidiary in an aggregate principal amount not exceeding $15,000,000 at any time outstanding; (m) Hedging Obligations of the Loan Parties pursuant to Hedge Agreements permitted by Section 6.07; (n) Indebtedness consisting of promissory notes issued by any Loan Party to current or former officers, directors and employees, their respective estates, heirs, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings (or any direct or indirect parent thereof) or of the Borrower (following a Qualified Public Offering of the Borrower) permitted by Section 6.08; (o) Indebtedness of the Loan Parties constituting indemnification obligations or obligations in respect of purchase price, earn-outs or other similar adjustments in connection with acquisitions, sales and dispositions permitted under this Agreement; (p) Indebtedness consisting of obligations of the Loan Parties under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions and Permitted Acquisitions or any other investment permitted hereunder; (q) cash management obligations of the Loan Parties and other Indebtedness of the Loan Parties in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts, in the ordinary course of business; (r) Indebtedness of the Loan Parties consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (s) Indebtedness incurred by a Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business; (t) Indebtedness supported by a Letter of Credit or a letter of credit issued pursuant to the Senior Secured Term Facility Agreement, in a principal amount not to exceed the face amount of such letter of credit; provided that with respect to Letters of Credit that support Indebtedness incurred by Foreign Subsidiaries, such Indebtedness shall only be permitted to the extent permitted under Section 6.04; (u) Subordinated Indebtedness of a Loan Party (i) constituting deferred purchase price of, or incurred to finance, Permitted Acquisitions in an aggregate principal amount not exceeding $75,000,000 at any time outstanding, or (ii) incurred to refinance or repay Indebtedness outstanding under the Senior Secured Term Loan Facility, including any incremental facilities provided for thereunder (or if no such Indebtedness is outstanding, any other long-term Indebtedness of the Borrower or any Subsidiary); (v) Other Indebtedness of a Loan Party created or incurred if the Fixed Charge Coverage Ratio as of the end of the most recently ended four-fiscal-quarter period immediately preceding the date on which such Indebtedness is created or incurred would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; provided that if the Indebtedness created or incurred is to be used to finance the acquisition of any Person or assets, such Indebtedness shall be permitted regardless of whether the Fixed Charge Coverage Ratio set forth above is met if the Fixed Charge Coverage Ratio after giving effect to such acquisition or merger is greater than the Fixed Charge Coverage Ratio immediately prior to such acquisition or merger; provided, further, that any Indebtedness created or incurred in compliance with this clause (v) shall be permitted to exist regardless of whether the Fixed Charge Coverage Ratio is subsequently less than the ratio set forth aboveSection 6.04; (w) Indebtedness incurred by Holdings and owed to the Permitted Holders in an aggregate outstanding principal amount not to exceed $75,000,000 at any time; provided that (A) interest on such Indebtedness is not payable in cash prior to the Maturity Date, (B) such Indebtedness does not mature and does not require any scheduled or mandatory prepayments prior to the date that is 180 days following the Maturity Date, (C) such Indebtedness is not secured and (D) such Indebtedness is subordinated to the Obligations on terms reasonably satisfactory to Administrative Agent; and (x) Indebtedness incurred by a Foreign Subsidiary; provided, that no portion of such Indebtedness shall be guaranteed by, be recourse to, or otherwise obligate a Loan Party, or subject, directly or indirectly, contingently or otherwise any property or asset of a Loan Party to a Lien.

Indebtedness. No Loan Party will, nor will it permit any Subsidiary to, None of the Borrower and the Restricted Subsidiaries shall directly or indirectly create, incur incur, assume or suffer to exist any Indebtedness, except: (a) (i)(A) Indebtedness created of any Loan Party under the Loan Documents; Documents and Secured Loan Document Hedge Obligations and (bB) Indebtedness existing on constituting SDB Revolving Obligations, the date hereof revolving commitments in respect of which shall not exceed an aggregate outstanding principal amount of $100,000,000 at any time, and set forth (ii) Term Obligations the loans in Schedule 6.01; (c) Indebtedness respect of which shall not exceed an aggregate outstanding principal amount at any time of the Borrower to Holdings or any Subsidiary, Indebtedness sum of any Subsidiary to (A) $1,725,000,000 plus (B) the Borrower, Holdings or any other Subsidiary and Indebtedness of Holdings to the Borrower or any SubsidiaryPermitted Incremental Availability Amount; provided that Term Obligations shall (x) be subject to the Collateral Agency and Intercreditor Agreement, (y) not be incurred by a non-Loan Party or guaranteed by a Person that is not a Guarantor unless such Person also guarantees the Obligations and (z) not be secured by assets that do not constitute Collateral; (i) Indebtedness outstanding on the Third Amendment Effective Date and listed on Schedule 7.3(b) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Third Amendment Effective Date and any refinancing thereof, of which any amount owed by a Restricted Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness of any Loan Party shall only be permitted to the extent permitted under Section 6.04 and (ii) Indebtedness of the Borrower or Holdings owed to any Subsidiary that is not a Loan Party and Indebtedness of any Subsidiary that is a Loan Party to any Restricted Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Secured Obligations on terms reasonably satisfactory pursuant to the Administrative Agentan Intercompany Note; (dc) Guarantees (i) by Holdings and the Subsidiaries that are Loan Parties of the Indebtedness of the Borrower described and any Restricted Subsidiary in clause (k) hereof, so long as the Guarantee respect of the Senior Subordinated Notes is subordinated substantially on terms as set forth in the Senior Subordinated Note Documents, (ii) by Holdings, the Borrower or any Subsidiary that is a Loan Party of any Indebtedness of the Borrower or any Restricted Subsidiary that is a Loan Party permitted to be incurred under this Agreement, (iii) by Holdings, of the Borrower or any Subsidiary that is a Loan Party of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a Loan Party to the extent such Guarantees are permitted by Section 6.04(u)hereunder; provided that Guarantees by Holdings, the Borrower or any Subsidiary that is a Loan Party under this clause (di) no Guarantee of any other Junior Financing shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (ii) if the Indebtedness of a Person that being guaranteed is subordinated to other Indebtedness of the Obligations, such Person Guarantee shall be expressly subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the Guarantee subordination of the Senior Subordinated Notes is under the Senior Subordinated Note Documents, and such Indebtedness; (ivd) by Holdings, Indebtedness of the Borrower or any Restricted Subsidiary owing to the Borrower or any Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Restricted Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.2; provided that all such Indebtedness shall be evidenced by an Intercompany Note; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Restricted Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset in an aggregate amount not to exceed the greater of (x) $70,000,000 and (y) 35% of LTM Consolidated EBITDA (after giving effect to any concurrent Investments), in each case determined at the time of incurrence (together with any Permitted Refinancings thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.5(l), and (iii) any Permitted Refinancing of any of the foregoing; (f) Indebtedness in respect of Hedging Transactions designed to hedge against the Borrower’s or any Restricted Subsidiary’s exposure to interest rates, foreign exchange rates or other commodity pricing risks incurred in the ordinary course of business and not for speculative purposes; (g) Indebtedness of the Borrower or any Restricted Subsidiary that is a Loan Party of any real property lease obligations of the Borrower incurred or any Subsidiary that is a Loan Party; (e) Indebtedness of any Loan Party incurred to finance the acquisition, construction, repair or improvement of any fixed or capital assets, including 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 thereofPermitted Acquisition, and extensions any Permitted Refinancing thereof; provided that after giving pro forma effect to such Permitted Acquisition and renewals the incurrence or assumption of any such Indebtedness, the aggregate amount of such Indebtedness in accordance with at any time outstanding does not exceed the greater of (i) $70,000,000 and (ii) 35% of LTM Consolidated EBITDA; provided, further, that any Indebtedness incurred (but not assumed) pursuant to this clause (g) hereof; provided that (i) such Indebtedness is incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction, repair or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e), when combined with the aggregate principal amount of all Capital Lease Obligations and Synthetic Lease Obligations incurred pursuant to clause (f) hereof, shall not exceed $25,000,000 at any time outstanding; provided, further that if requested by the Administrative Agent, the Loan Parties will use commercially reasonable efforts to cause the holder of such Indebtedness in respect of any Real Estate owned or acquired by any Loan Party to enter into a Collateral Access Agreement providing for access and use of the applicable personal property located on such premises following the occurrence and during the continuance of an Event of Default on terms reasonably satisfactory to the Administrative Agent; (f) Capital Lease Obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (e) hereof, not in excess of $25,000,000 at any time outstanding; (g) Indebtedness which represents an extension, refinancing, refunding, replacement or renewal of any of the Indebtedness described in clauses (b), (d), (g), (j), or (k) hereof; provided that, (i) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, refunded, replaced or renewed, except by an amount equal to unpaid accrued interest and premium (including applicable prepayment penalties) thereon plus fees and expenses reasonably incurred in connection therewith, (ii) any Liens securing such Indebtedness are not extended to any additional property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing, refunding, replacement or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, refunded, replaced or renewed, (v) if the Indebtedness that is extended, refinanced, refunded, replaced or renewed was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the extension, refinancing, refunding, replacement or renewal Indebtedness must include subordination terms and conditions that are at least as favorable to the Lenders as those that were applicable to the extended, refinanced, refunded, replaced or renewed Indebtedness and (vi) with respect to any such extension, refinancing, refunding, replacement or renewal of the Senior Secured Term Loan Facility, such refinancing Indebtedness, if secured, is secured only by assets of the Loan Parties that constitute Collateral for the Obligations pursuant to a security agreement be subject to the Intercreditor Agreement or another intercreditor agreement that is no less favorable to requirements included in the Secured Parties, taken as a whole, than first proviso under the Intercreditor Agreementdefinition of “Permitted Ratio Debt”; (h) Indebtedness owed representing deferred compensation to employees of the Borrower (or any Person providing workers’ compensation, health, disability direct or other employee benefits indirect parent thereof) or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case any of its Restricted Subsidiaries incurred in the ordinary course of business; (i) Indebtedness of the Loan Parties in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations, or obligations in respect of letters of credit, bank acceptances or guarantees or similar instruments related thereto, in each case provided in the ordinary course of business; (j) Indebtedness of any Person that becomes a Loan Party after the date hereof and Indebtedness acquired or assumed in connection with Permitted Acquisitions; provided that such Indebtedness exists at the time such Person becomes a Loan Party or at the time of such Permitted Acquisition and is not created in contemplation of or in connection therewith; (k) Indebtedness of the Borrower pursuant to (i) the Senior Subordinated Notes (and the exchange notes issued in exchange thereof) and agreements relating thereto in an original aggregate principal amount that is not in excess of $225,000,000 plus the amount of any interest that is paid-in-kind at any one time outstanding and (ii) the Senior Secured Term Loan Facility in an aggregate principal amount that is not in excess of $185,000,000; (l) other unsecured Indebtedness of the Borrower or any Subsidiary in an aggregate principal amount not exceeding $15,000,000 at any time outstanding; (m) Hedging Obligations of the Loan Parties pursuant to Hedge Agreements permitted by Section 6.07; (n) Indebtedness consisting of promissory notes issued by the Borrower or any Loan Party of its Restricted Subsidiaries to current or former officers, directors managers, consultants, directors, and employees, their respective estates, heirsspouses, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings (the Borrower or any direct or indirect parent thereof) or of the Borrower (following a Qualified Public Offering of the Borrower) permitted by Section 6.087.6; (oj) Indebtedness incurred by the Borrower or any of the Loan Parties its Restricted Subsidiaries in connection with an Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price, earn-outs price (including earnouts) or other similar adjustments in connection with acquisitions, sales and dispositions permitted under this Agreementadjustments; (pk) Indebtedness consisting of obligations of the Loan Parties Borrower or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions and Permitted Acquisitions or any other investment Investments expressly permitted hereunder; (ql) cash management obligations of the Loan Parties and other Indebtedness of the Loan Parties in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts, in the ordinary course of business; (rm) Indebtedness of the Loan Parties Borrower or any of its Restricted Subsidiaries, in an aggregate principal amount at any time outstanding that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (i) $95,000,000 and (ii) 45% of LTM Consolidated EBITDA at such time (after giving effect to any concurrent Investments), together with any Permitted Refinancing thereof; (n) Indebtedness consisting of (xi) the financing of insurance premiums or (yii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (so) Indebtedness incurred by a Loan Party the Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances 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 with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within thirty (30) days following the incurrence thereof; (tp) Indebtedness supported obligations in respect of performance, bid, appeal, and surety bonds and performance and completion guarantees and similar obligations provided by a Letter the Borrower or any of Credit its Restricted Subsidiaries or a letter obligations in respect of credit issued pursuant to the Senior Secured Term Facility Agreementletters of credit, bank guarantees or similar instruments related thereto, in a principal amount not to exceed each case in the face amount ordinary course of such letter of credit; provided that business or consistent with respect to Letters of Credit that support Indebtedness incurred by Foreign Subsidiaries, such Indebtedness shall only be permitted to the extent permitted under Section 6.04past practice; (uq) Subordinated Indebtedness of a Loan Party (i) constituting deferred purchase price of, or incurred to finance, Permitted Acquisitions in an aggregate principal amount not exceeding $75,000,000 at any time outstanding, or (ii) incurred to refinance or repay Indebtedness outstanding under the Senior Secured Term Loan Facility, including any incremental facilities provided for thereunder (or if no such Indebtedness is outstanding, any other long-term Indebtedness of the Borrower and/or any Subsidiary Guarantor in respect of one or more series of senior secured loans or notes (whether issued in a public offering, under Rule 144A of the Securities Act or in another private placement or otherwise) (and including any bridge financings in lieu of such notes), junior secured or unsecured “mezzanine” loans or notes or senior unsecured or subordinated loans or notes, in each case, pursuant to an indenture, interim agreement, loan agreement, syndicated credit agreement, note purchase agreement or otherwise and any extensions, renewals, refinancings and replacements thereof, including in the case of any such notes, any Registered Equivalent Notes (the “Incremental Equivalent Debt”); provided that (i) any such Incremental Equivalent Debt that is secured shall not be secured by any property or assets of Holdings, the Borrower or any SubsidiaryRestricted Subsidiary other than the Collateral securing the Obligations, (ii) in the case of Incremental Equivalent Debt secured on a pari passu basis with the Loans (“Incremental Equivalent First Lien Debt”); , have a Weighted Average Life to Maturity not shorter than the longest remaining Weighted Average Life to Maturity of the Term Loans (without giving effect to any prior payments that would otherwise modify such Weighted Average Life to Maturity) and, in the case of Incremental Equivalent Debt that is secured on a junior lien basis with the Loans or is unsecured (“Incremental Equivalent Junior Lien Debt”), shall not be subject to scheduled amortization prior to maturity; provided that the foregoing requirements of this clause (ii) shall not apply to the extent such Indebtedness constitutes Extendable Bridge Loans (as defined in the Term Credit Agreement as of the Third Amendment Effective Date) or any facility in respect thereof, (iii) in the case of Incremental Equivalent First Lien Debt, have a maturity date that is after the Revolving Commitment Termination Date at the time such Indebtedness is incurred, and in the case of Incremental Equivalent Junior Lien Debt, have a maturity date that is at least ninety-one (91) days after the Latest Maturity Date (as defined in the Term Credit Agreement as of the Third Amendment Effective Date) at the time such Indebtedness is incurred; provided that the foregoing requirements of this clause (iii) shall not apply to the extent such Indebtedness constitutes Extendable Bridge Loans (as defined in the Term Credit Agreement as of the Third Amendment Effective Date) or any facility in respect thereof, (iv) the aggregate outstanding principal amount of all Incremental Equivalent Debt incurred in accordance with this Section 7.3(q), together with the aggregate principal amount of all Incremental Commitments shall not exceed the Permitted Incremental Availability Amount, (v) Other the security agreements, if applicable, relating to such Indebtedness of a Loan Party created or incurred if are substantially the Fixed Charge Coverage Ratio same as of the end of Collateral Documents (with such differences as are reasonably satisfactory to the most recently ended four-fiscal-quarter period immediately preceding the date on which Administrative Agent), (vi) such Indebtedness is created or incurred would have been at least 2.00 to 1.00not guaranteed by any Person other than the Guarantors, determined (vii) if such Incremental Equivalent Debt is secured, the Other Debt Representative acting on a pro forma basis (including a pro forma application behalf of the net proceeds therefrom)holders of such Indebtedness shall have become party to the Collateral Agency and Intercreditor Agreement and/or Junior Lien Intercreditor Agreement, as applicable, (viii) in the case of Incremental Equivalent First Lien Debt in the form of term loans, be subject to the MFN Protection (as defined in the Term Credit Agreement on the date hereof) as if such Indebtedness had been incurred were Permitted Incremental Term Loans, (ix) after giving effect to incurrence of Incremental Equivalent Debt, no Event of Default shall exist and be continuing or would immediately result from incurrence of such Incremental Equivalent Debt or from the application of the proceeds therefrom had occurred at the beginning of such four-quarter periodtherefrom; provided that if the Indebtedness created or incurred is to be proceeds of such Incremental Equivalent Debt are being used to finance the acquisition of any Person a Permitted Acquisition, Investment, or assetsirrevocable repayment, such Indebtedness repurchase or redemption, there shall be permitted regardless of whether the Fixed Charge Coverage Ratio no requirement to satisfy any or all conditions set forth above is met if in this clause (ix) except that the Fixed Charge Coverage Ratio requirement that no Event of Default under Section 8.1(a), (b), (g) or (i) with respect to the Borrower shall have occurred and be continuing or would exist after giving effect to the incurrence of such acquisition Incremental Equivalent Debt shall not be omitted or merger is greater than waived without the Fixed Charge Coverage Ratio immediately prior to such acquisition or merger; providedconsent of the Required Lenders, further, that any Indebtedness created or incurred in compliance with this clause (v) shall be permitted to exist regardless of whether the Fixed Charge Coverage Ratio is subsequently less than the ratio set forth above; (w) Indebtedness incurred by Holdings and owed to the Permitted Holders in an aggregate outstanding principal amount not to exceed $75,000,000 at any time; provided that (A) interest on such Indebtedness is not payable in cash prior to the Maturity Date, (B) such Indebtedness does not mature and does not require any scheduled or mandatory prepayments prior to the date that is 180 days following the Maturity Date, (C) such Indebtedness is not secured and (D) such Indebtedness is subordinated to the Obligations on terms reasonably satisfactory to Administrative Agent; and (x) Indebtedness incurred by a Foreign Subsidiary; providedexcept as otherwise set forth in this Section 7.3(q), that no portion the terms and conditions of such Indebtedness Incremental Equivalent Debt shall be guaranteed bycustomary as of the date of incurrence of such Incremental Equivalent Debt and (xi) subject to clauses (ii), (iii) and (viii) above, the amortization, pricing, rate floors, discounts, fees, premiums, and optional prepayment and redemptions provisions applicable to such Incremental Equivalent Debt shall be recourse todetermined by the Borrower and the holders of such Incremental Equivalent Debt, or otherwise obligate a Loan Party, or subject, directly or indirectly, contingently or otherwise together with any property or asset of a Loan Party to a Lien.Permitted Refinancing thereof;