Common use of Indebtedness Clause in Contracts

Indebtedness. No Loan Party will, nor will it permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any Indebtedness, except: (a) the Secured Obligations; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals, refinancings and replacements of any such Indebtedness in accordance with clause (f) hereof; (c) Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary, provided that (i) Indebtedness of any Restricted Subsidiary that is not a Loan Party to the Borrower or any other Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany Note; (d) Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the Borrower or other Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (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, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (f) Indebtedness which represents extensions, renewals, refinancings and replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (k) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiaries, (iii) no Loan Party or any of its Restricted Subsidiaries that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees and interest) are (A) not, when taken as a whole, materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of 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 such Original Indebtedness; (g) 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; (h) Indebtedness of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness; (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (j) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (k) Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount not to exceed $5,000,000 at any time outstanding; and (x) Indebtedness arising from agreements of Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x).

Indebtedness. No Loan Party willThe Borrower will not, nor and will it not permit any Restricted Subsidiary to, incur, create, incur, assume or suffer to exist any Indebtedness, except: (a) the Secured ObligationsObligations arising under the Loan Documents or the Secured Hedging Agreements or with respect to any Bank Products, or any guaranty of or suretyship arrangement for the Secured Obligations arising under the Loan Documents, the Secured Hedging Agreements or with respect to any Bank Products; (b) Indebtedness existing on under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the date hereof and set forth aggregate amount of all Indebtedness described in Schedule 6.01 and this Section 9.02(b) at any extensions, renewals, refinancings and replacements of any such Indebtedness one time outstanding shall not to exceed $18,000,000 in accordance with clause (f) hereofthe aggregate; (c) Indebtedness associated with performance bonds, bid bonds, surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the Borrower to any Restricted Subsidiary and enforcement of any Restricted Subsidiary to rights or claims of the Borrower or any other Restricted Subsidiary, Subsidiary or in connection with judgments that do not result in a Default; (d) intercompany Indebtedness between the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that (i) such Indebtedness of any Restricted Subsidiary that is not a Loan Party held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided, further, that any other Loan Party shall be subject to Section 6.04 and (ii) such Indebtedness of any Loan Party to any Restricted Subsidiary that is not owed by a Loan Party shall be subordinated to the Secured Obligations pursuant to on terms set forth in the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany Note; (d) Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary Guaranty and by any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the Borrower or other Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured ObligationsCollateral Agreement; (e) Indebtedness of the Borrower or constituting a guaranty by any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (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, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount Loan Party of Indebtedness permitted to be incurred by any other Loan Party under this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding9.02; (f) Indebtedness which represents extensions, renewals, refinancings and replacements (such Indebtedness being so extended, renewed, refinanced endorsements of negotiable instruments for deposit or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (k) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiaries, (iii) no Loan Party or any of its Restricted Subsidiaries that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees and interest) are (A) not, when taken as a whole, materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of 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 such Original Indebtedness; (g) 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 collection in the ordinary course of business; (hg) Indebtedness of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Permitted Note Indebtedness; (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (j) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (k) Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (oh) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business, so long as such Indebtedness shall not exceed the amount of the unpaid cost of, and shall be incurred only to defer the cost of, the underlying policy; (pi) Indebtedness incurred by the Borrower Loan Parties in connection with a Permitted Acquisition consisting of indemnities in the ordinary course of business or any of its Restricted Subsidiaries obligations in respect of letters purchase price adjustments or earn-outs, provided, in the case of creditearn-outs, that the Borrower is in Pro Forma Compliance under the Revolving Credit Agreement at the time the relevant earn-out obligation is created; (j) Indebtedness (i) arising from the honoring by a bank guaranteesor other financial institution of a check, bankers’ acceptancesdraft, payment order or similar instruments other debit drawn, presented or issued or created against insufficient funds in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, Indebtedness is extinguished within five Business Days of its incurrence or (ii) arising under any Bank Products provided by a bank or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements financial institution to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred Loan Parties in the ordinary course of business; (sk) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) other unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount not to exceed $5,000,000 18,000,000 in the aggregate at any one time outstanding; and (xl) Indebtedness arising from agreements of Borrower or a Restricted Subsidiary providing for indemnificationincurred under the Revolving Credit Facility, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness (i) is subject at all times to the Intercreditor Agreement and (ii) does not reflected on exceed a maximum principal amount equal to the balance sheet difference of Holdings, (A) $320,000,000 minus (B) the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application aggregate principal amount of all Incremental Term Loans in excess of $100,000,000 incurred under this Agreement on or a portion of after the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Closing Date pursuant to Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x)2.06.

Indebtedness. No Loan Party willThe Borrower will not, nor and will it not permit any Restricted Subsidiary to, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness created under the Secured ObligationsLoan Documents; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 6.01, and any extensionsmodifications, replacements, restructurings, refinancings, refundings, renewals, refinancings and replacements amendments, restatements or extensions of any such Indebtedness; provided that the amount of such Indebtedness is not increased at the time of such modification, replacement, restructuring, refinancing, refunding, renewal, amendment, restatement or extension (unless the additional amount is permitted pursuant to another provision of this Section 6.01) except by an amount equal to accrued but unpaid interest thereon, a reasonable premium or other reasonable similar amount paid, and reasonable fees and expenses incurred, in accordance connection with clause (f) hereofsuch modification, replacement, restructuring, refinancing, refunding, renewal, amendment, restatement or extension; (c) Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary, ; provided that (iA) Indebtedness of any Restricted Subsidiary that is not a Loan Party to the Borrower or any other Loan Party shall be subject to Section 6.04 6.04(g) and (iiB) Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant on terms reasonably satisfactory to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany NoteAdministrative Agent; (d) Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary, ; provided that (iA) the Indebtedness so Guaranteed is permitted by under this Section 6.01, (iiB) Guarantees by the Borrower or other any Subsidiary that is a Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 6.04(h) and (iiiC) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations of the applicable Subsidiary on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness consisting of the guarantees resulting from endorsement of negotiable instruments for collection by Borrower or any Restricted Subsidiary other Loan Party incurred in the ordinary course of business; (f) Indebtedness incurred to finance Capital Expenditures, including Finance Lease Obligations, and any Indebtedness incurred or assumed in connection with the acquisition, restoration, construction or improvement of any fixed or capital assets (whether or not constituting purchase money Indebtedness)assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets real property, or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount (plus any accrued but unpaid interest (including any portion thereof which is payable in kind in accordance with clause (fthe terms of such extended, renewed or replaced Indebtedness) belowand premium payable by the terms of such Indebtedness thereon and fees and expenses associated therewith), result in an earlier maturity date or decreased remaining weighted average life to maturity thereof or change the parties directly or indirectly responsible for the payment thereof; provided that (i) such Indebtedness is incurred prior to or within 90 one hundred eighty (180) days after such acquisition or the completion of such construction or improvement improvement; provided further that (A) if secured, the collateral therefor consists solely of the assets being financed, the products and proceeds thereof and books and records related thereto, and (iiB) the aggregate outstanding principal amount of such Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall does not exceed the greater of (x) $30,000,000 15,000,000 and (y) 525% of Consolidated Total Assets (measured on a pro forma basis EBITDA as of the date such Indebtedness is incurred based on the consolidated balance sheet last day of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (f) Indebtedness ended Reference Period for which represents extensions, renewals, refinancings and replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (k) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtedness, (ii) any Liens securing such Refinance Indebtedness Financial Statements are not extended to any additional property of any Loan Party or an of its Restricted Subsidiaries, (iii) no Loan Party or any of its Restricted Subsidiaries that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees and interest) are (A) not, when taken as a whole, materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of 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 such Original Indebtednessavailable; (g) 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; (h) Indebtedness of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness; (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (jg) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 220.0% of Consolidated Total Assets (measured on a pro forma basis EBITDA as of the date such Indebtedness is incurred based on the consolidated balance sheet last day of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) ended Reference Period for which Financial Statements are available at any time outstanding; (h) Indebtedness incurred by Borrower or its Subsidiaries arising (A) from agreements providing for indemnification, adjustment of purchase price, working capital or similar obligations (including customary earn-outs, and any other deferred payments of a similar nature incurred in connection with any investment by any Subsidiary), in each case, whether or not evidenced by a note, and incurred or assumed in connection with any Permitted Acquisition or any asset sale permitted under this Agreement or Investment permitted under this Agreement (any such obligations, “Deferred Acquisition Obligations”), or (B) from guarantees or letters of credit, surety bonds, bid bonds, appeal bonds, performance bonds or other similar obligations securing the performance of Borrower or any Subsidiary pursuant to such agreements; (i) Indebtedness in respect of treasury, depositary, cash management and netting services, automatic clearing house arrangements, overdraft protections and other financial accommodations of the nature described in the definition of “Banking Services” and otherwise in connection with securities accounts, deposit accounts and employees’ credit or purchase cards, in each case incurred in the ordinary course of business; (j) Indebtedness consisting of financing of insurance premiums and other Indebtedness owed to any Person (including obligations in respect of letters of credit, bankers’ acceptances or similar instruments issued for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty, liability insurance, self-insurance, including pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business consistent with past practice; (k) Indebtedness under Swap Agreements permitted under Section 6.05; (l) other Indebtedness in an aggregate principal amount not exceeding the greater of (ix) $20,000,000 10,000,000 and (iiy) 420% of Consolidated Total Assets (measured on a pro forma basis EBITDA as of the date such Indebtedness is incurred based on the consolidated balance sheet last day of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) ended Reference Period for which Financial Statements are available at any time outstanding; (lm) Indebtedness of any Subsidiary as an account party in respect of Swap Agreements permitted under Section 6.07trade letters of credit; (mn) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal consisting of usual and customary take or similar pay obligations contained in supply arrangements incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums representing deferred compensation to employees incurred in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any consisting 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employeesemployees of Borrower or any Subsidiary, their respective estates, spouses or former spouses to finance issued in exchange for the purchase or redemption by Borrower or such Subsidiary of its Equity Interests to the extent permitted by clause (vi) of Section 6.06(a); (q) Indebtedness of any non-Loan Party Subsidiary incurred to finance working capital needs or for other equity-based awards general corporate purposes, not to exceed at any time outstanding the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the Borrower or any direct or indirect parent last day of the Borrower permitted by Section 6.08, most recently ended Reference Period for which Financial Statements are available; (r) letters of credit in an aggregate principal (or face) amount at any time outstanding not to exceed (i) the greater of (x) $5,000,000 at any time outstanding; and20,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available plus (ii) the aggregate principal (or face) amount of letters of credit in existence on the Effective Date issued by financial institutions that are Lenders as of the Effective Date; (xs) to the extent constituting Indebtedness, judgments not constituting an Event of Default under clause (k) of Article VII; (t) Indebtedness arising from agreements netting services, the honoring by a bank or other financial institution of Borrower or a Restricted Subsidiary providing for indemnificationcheck, adjustment of purchase price, earnout draft or similar obligationsinstrument drawn against insufficient funds and other Indebtedness arising in connection with deposit accounts, credit cards, purchasing cards and cash management services, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event ordinary course of business; and (u) to the extent constituting Indebtedness, advances in respect of transfer pricing or shared services agreements that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of are permitted Indebtedness described in by Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x6.04(z).

Indebtedness. No Loan Party will, nor will it permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any Indebtedness, except: (a) the Secured Obligations; (b) Indebtedness existing on the date hereof First Amendment Effective Date and set forth in Schedule 6.01 (including the Senior Notes existing on the date hereof and set forth on such Schedule) and any extensions, renewals, refinancings and replacements of any such Indebtedness solely in accordance with clause (f) hereof; (c) Indebtedness of the any Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the any Borrower or any other Restricted Subsidiary, provided that (i) Indebtedness of any Restricted Subsidiary that is not a Loan Party to the any Borrower or any other Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant on terms reasonably satisfactory to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on Administrative Agent and the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany NoteFILO Agent; (d) Guarantees by the any Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the any Borrower or any other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the any Borrower or any other Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness of the any Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (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, renewals and replacements of any such Indebtedness in accordance with clause (f) belowIndebtedness; provided that (i) such Indebtedness is originally incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 25,000,000 at any time outstanding; (f) Indebtedness which represents extensions, renewals, refinancings and refinancing, exchanges, replacements, tenders, payments, prepayments, repayments, repurchases, acquisitions, redemptions, retirements, cancellations, terminations or replacements (such Indebtedness being so extended, renewed, refinanced refinanced, exchanged, tendered, paid, prepaid, repaid, repurchased, acquired, redeemed, cancelled, terminated or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (ki) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, that (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to Indebtedness (plus unpaid accrued interest and premium premiums thereon plus other reasonable amounts paid and fees underwriting discounts, defeasance costs, fees, commissions and expenses reasonably incurred, in connection with such Refinance Indebtednessexpenses), (ii) if the Original Indebtedness was unsecured, such Refinance Indebtedness shall also be unsecured; provided, that such Refinance Indebtedness may be secured if such Refinance Indebtedness shall be subject to an Intercreditor Agreement reasonably acceptable to the Administrative Agent and the FILO Agent and, in any case, any Liens securing such Refinance Indebtedness shall be junior to the Liens securing the Obligations (including the FILO Obligations) in accordance with clause (b) of the definition of Intercreditor Agreement, (iii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiariesany Subsidiary, (iiiiv) no Loan Party or any of its Restricted Subsidiaries Subsidiary that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (ivv) (x) such Refinance Indebtedness does not result in a shortening of the weighted average weighted life to maturity of such Original Indebtedness, (v) the terms Indebtedness unless there is no principal amortization or maturity date in respect of such Refinance Indebtedness until at least 91 days after the maturity date of the Obligations and the FILO Obligations and (other than fees and interesty) are (A) not, when taken as a whole, materially less favorable with respect to the obligor thereunder than 2024 Senior Notes, the original terms maturity date in respect of such Original Refinance Indebtedness or (B) reflect current market terms for such type is no earlier than at least 91 days after the maturity date of Indebtedness the Obligations and the FILO Obligations, (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of such Refinance Indebtedness must include subordination terms and conditions that are at least as favorable to the Administrative Agent, the FILO Agent and the Lenders as those that were applicable to such Original Indebtedness and (vii) with respect to any series of Senior Notes, such Refinance Indebtedness transaction shall be “cash-neutral” (or better) to the Loan Parties as determined on an annual basis as of the date of the consummation of such transaction as set forth in the documentation as of such date (and to the extent amended, supplemented or modified from time to time, as set forth in any such amendment, supplement or modification); provided, that for the avoidance of doubt, the calculation of the amount of annual cash interest shall exclude (x) any one-time, non-recurring consent or other similar fees and (y) any reasonable (as determined by the Company) costs and expenses incurred or payable in connection therewith; provided, further, that the interest rate of any such Refinance Indebtedness may be increased so long as, as of the date of the consummation of the transaction as set forth in the documentation as of such date (and to the extent amended, supplemented or modified from time to time, as set forth in any such amendment, supplement or modification), the annual cash interest expense for such Refinance Indebtedness does not exceed the annual cash interest expense for the Senior Notes, taken as a whole, as of the date hereof. For the avoidance of doubt, the determination of whether a Refinance Indebtedness transaction is “cash neutral” (or better) shall be determined without taking into account any accrual of paid-in-kind interest over time on such Refinance Indebtedness; (g) 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; (h) Indebtedness of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness; (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereofhereof pursuant to a Permitted Acquisition in an aggregate principal amount outstanding not to exceed $10,000,000 at any time; provided that such Indebtedness (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is (ii) was not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and Subsidiary; (iij) Indebtedness of Subsidiaries that are not Loan Parties; provided that, the aggregate outstanding principal amount of Indebtedness permitted by pursuant to this clause (j) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstandingtime; (k) Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding[reserved]; (l) Indebtedness in respect incurred under the terms of Swap Agreements permitted under Section 6.07leases of real property whereby the landlords provide financing for tenant improvements; (m) Indebtedness which may be deemed to exist pursuant to any guarantiesconsisting of (i) the financing of insurance premiums and (ii) take-or-pay obligations contained in supply arrangements, performancein each case, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect obligations under any agreement governing the provision of netting treasury or cash management services, overdraft protections and otherwise in connection with including deposit accounts;, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services; and (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) exceeding $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 100,000,000 at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount not to exceed $5,000,000 at any time outstanding; and (x) Indebtedness arising from agreements of Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x).

Indebtedness. No Loan Party will, nor will it permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any Indebtedness, except: (a) the Secured Obligations; (b) Indebtedness existing on the date hereof hereofas of the Sixth Amendment Effective Date and set forth in Schedule 6.01 and any extensions, renewals, refinancings and replacements of any such Indebtedness in accordance with clause (f) hereof; (c) Indebtedness of the a Borrower to another Borrower or to any Restricted Subsidiary and of any Restricted Subsidiary to the a Borrower or any other Restricted Subsidiary, provided that (i) Indebtedness of any Restricted Subsidiary that is not a Loan Party to the Borrower or any other Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant on terms reasonably satisfactory to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany NoteAdministrative Agent; (d) Guarantees by the a Borrower of Indebtedness of another Borrower or any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the a Borrower or any other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the any Borrower or other Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness of the a Borrower or any Restricted Subsidiary incurred in the ordinary course of business to finance the acquisition, construction or improvement of any fixed or capital assets (whether or not constituting purchase money Indebtedness)) or the acquisition of Inventory, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such suchany relevant construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 1,000,0005,000,000 at any time outstanding; (f) Indebtedness which represents extensions, renewals, refinancings and refinancing or replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (ke) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, that (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiariesany Subsidiary, (iii) no Loan Party or any of its Restricted Subsidiaries Subsidiary that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees and interest) are (A) not, when taken as a whole, materially not less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of 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 such Original Indebtedness; (g) 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; (h) Indebtedness of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Subordinated Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtednessexceeding $1,000,000 at any time outstanding; (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (jlj) together with any Refinance Indebtedness in respect thereof permitted by clause (fhi) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 250,00025,000,000 at any time outstandingoutstanding or such greater amount as may be agreed by the Administrative Agent in its reasonable discretion; (k) Indebtedness of any Loan Party in respect of any earn-outs or similar deferred payments in connection with any Permitted Acquisition in an aggregate principal amount not exceeding the greater of (i) to exceed $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 250,0002,500,000 at any time outstanding; (l) other unsecured Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) exceeding $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 1,000,0005,000,000 at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties;and (vm) Contingent obligations of any the SBA PPP Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount not to exceed $5,000,000 at any time outstanding; and (x) Indebtedness arising from agreements of Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) 2,327,010 at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x).

Indebtedness. No Loan Party willThe Borrowers shall not, nor will it shall they permit any of their Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, assume or suffer otherwise become or remain liable with respect to exist any Indebtedness, except: (a) the Secured ObligationsObligations (including any Additional Term Loans and any Additional Revolving Loans); (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals, refinancings and replacements of any such Indebtedness in accordance with clause (f) hereof; (c) Indebtedness of the Borrower to any other Borrower or any Restricted Subsidiary and and/or of any Restricted Subsidiary to the any Borrower or any other Restricted Subsidiary; provided, provided that (i) in the case of any Indebtedness of any Restricted Subsidiary that is not a Loan Party owing to a Loan Party to the Borrower or any other Loan Party extent resulting from an Investment, such Indebtedness shall be subject to permitted as an Investment by Section 6.04 and (ii) 6.06; provided, further, that any Indebtedness of any Loan Party owing to any Restricted Subsidiary that is not a Loan Party shall must be expressly subordinated to the Secured Obligations pursuant of such Loan Party on terms that are reasonably acceptable to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause Administrative Agent); (iic) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany Note[reserved]; (d) Guarantees by Indebtedness arising from any agreement providing for indemnification, adjustment of purchase price or similar obligations (including contingent earn-out obligations) incurred in connection with any Disposition permitted hereunder, any acquisition permitted hereunder or consummated prior to the Closing Date or any other purchase of assets or Capital Stock, and Indebtedness arising from guaranties, letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments securing the performance of any Borrower of Indebtedness of or any Restricted Subsidiary and by pursuant to any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the Borrower or other Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligationssuch agreement; (e) Indebtedness of the any Borrower or and/or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (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, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness is pursuant to tenders, statutory obligations, bids, leases, governmental contracts, trade contracts, surety, stay, customs, appeal, performance and/or return of money bonds or other similar obligations incurred prior to or within 90 days after such acquisition or in the completion ordinary course of such construction or improvement business and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) belowof letters of credit, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as bank guaranties, surety bonds, performance bonds or similar instruments to support any of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstandingforegoing items; (f) Indebtedness which represents extensionsof any Borrower and/or any Restricted Subsidiary in respect of commercial credit cards, renewalsstored value cards, refinancings purchasing cards, treasury management services, netting services, overdraft protections, check drawing services, automated payment services (including depository, overdraft, controlled disbursement, ACH transactions, return items and replacements (such Indebtedness being so extendedinterstate depository network services), renewedemployee credit card programs, refinanced cash pooling services and any arrangements or replaced being referred services similar to herein as the “Refinance Indebtedness”) of any of the Indebtedness described foregoing and/or otherwise in clauses (b)connection with Cash management and Deposit Accounts, (e)including Banking Services Obligations and dealer incentive, (f), (i), (j) and (k) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, supplier finance or similar programs; (i) such Refinance Indebtedness does not increase the principal amount or interest rate Guarantees by any Borrower and/or any Restricted Subsidiary of the Original Indebtednessobligations of suppliers, except by an amount equal customers and licensees in the ordinary course of business, (ii) Indebtedness incurred in the ordinary course of business in respect of obligations of any Borrower and/or any Restricted Subsidiary to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, pay the deferred purchase price of goods or services or progress payments in connection with such Refinance Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiaries, goods and services and (iii) no Loan Party Indebtedness in respect of letters of credit, bankers’ acceptances, bank guaranties or any of its Restricted Subsidiaries that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtednesssimilar instruments supporting trade payables, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees and interest) are (A) not, when taken as a whole, materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness warehouse receipts or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of 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 such Original Indebtedness; (g) 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 similar facilities entered into in the ordinary course of business; (h) Guarantees by any Borrower and/or any Restricted Subsidiary of Indebtedness or other obligations of any Borrower and/or any Restricted Subsidiary with respect to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.01 or other obligations not prohibited by this Agreement; provided, that in the case of any Guarantee by any Loan Party of the obligations of any non-Loan Party, the related Investment is permitted under Section 6.06; (i) Indebtedness of any Borrower and/or any Restricted Subsidiary existing, or pursuant to commitments existing, on the Closing Date and described on Schedule 6.01; (j) Indebtedness of Restricted Subsidiaries that are not Loan Party in respect Parties; provided, that the aggregate outstanding principal amount of performance bondssuch Indebtedness shall not exceed the greater of US$21,000,000 and 20% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period; (k) Indebtedness of any Borrower and/or any Restricted Subsidiary consisting of obligations owing under incentive, bid bondssupply, appeal bonds, surety bonds and license or similar obligations, in each case provided agreements entered into in the ordinary course of business; (l) Indebtedness of any Borrower and/or any Restricted Subsidiary consisting of (i) so long as no Default the financing of insurance premiums, (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business and/or (iii) obligations to reacquire assets or Event inventory in connection with customer financing arrangements in the ordinary course of Default then exists or would result therefrom business; (m) Indebtedness of any Borrower and/or any Restricted Subsidiary with respect to Capital Leases and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured purchase money Indebtedness incurred by prior to or within 270 days of the Borrower and its Restricted Subsidiaries acquisition, lease, completion of construction, repair of, replacement, improvement to or installation of assets in an aggregate outstanding principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to greater of US$32,000,000 and 30% of Consolidated Adjusted EBITDA of the ratio that is 0.25 to 1.00 lower than Borrowers and their Restricted Subsidiaries as of the Total Net Leverage Ratio set forth in Section 6.12 for last day of the fiscal quarter most recently ended immediately preceding the date of incurrence of such IndebtednessTest Period; (jn) Indebtedness of any Person that becomes a Restricted Subsidiary or Indebtedness assumed in connection with an acquisition permitted hereunder after the date hereofClosing Date; provided provided, that (i) such Indebtedness exists (A) existed at the time such Person becomes became a Restricted Subsidiary or the assets subject to such Indebtedness were acquired and is (B) was not created or incurred in contemplation of or in connection with such Person becoming a Restricted Subsidiary and anticipation thereof, (ii) the aggregate principal amount no Event of Indebtedness permitted by this clause (j) together with any Refinance Indebtedness in respect thereof permitted by clause Default under Sections 7.01(a), (f), or (g) aboveexists or would result after giving pro forma effect to such acquisition, shall (iii) the Borrowers are in compliance with Section 6.15(a) (whether or not exceed the greater of (x) $10,000,000 then in effect), and (yiv) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date A) if such Indebtedness is incurred based secured by a Lien on the consolidated balance sheet of Collateral that is pari passu with the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently Lien securing the Secured Obligations on or prior to such datethe Closing Date, the First Lien Leverage Ratio would not exceed 5.00:1.00, (B) at any time outstanding; (k) Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date if such Indebtedness is incurred based secured by a Lien on the consolidated balance sheet Collateral that is junior to the Lien securing the Secured Obligations on the Closing Date, the Secured Leverage Ratio would not exceed 6.50:1.00 and (C) if such Indebtedness is unsecured, the Total Leverage Ratio would not exceed 6.50:1.00, in each case of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently clauses (ii)(A) through (C), calculated on or prior to such date) at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accountsa Pro Forma Basis; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred promissory notes issued by the any Borrower or any Restricted Subsidiary to any stockholder of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, any Parent Company 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former director, officer, director employee, member of management, manager or employee consultant of any ParentParent Company, the any Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings subsidiary (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses Immediate Family Members) to finance the purchase or redemption of Equity Interests or other equity-based awards Capital Stock of the Borrower or any direct or indirect parent of the Borrower Parent Company permitted by Section 6.08, in an aggregate amount not to exceed $5,000,000 at any time outstanding; and6.04(a); (p) the Borrowers and their Restricted Subsidiaries may become and remain liable for any Indebtedness refinancing, refunding or replacing any Indebtedness permitted under clauses (a), (i), (j), (m), (n), (q), (r), (u), (w), (x), (y) Indebtedness arising from agreements and (z) of Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, this Section 6.01 (in each any case, including any refinancing Indebtedness incurred in respect thereof, “Refinancing Indebtedness”) and any subsequent Refinancing Indebtedness in respect thereof; provided, that (i) the proceeds of such Refinancing Indebtedness are promptly applied to permanently repay in whole or assumed in part the Indebtedness refinanced, refunded or replaced and the principal amount of such Refinancing Indebtedness does not exceed the principal amount of the Indebtedness being refinanced, refunded or replaced, except by (A) an amount equal to unpaid accrued interest and premiums (including tender premiums) thereon plus underwriting discounts, other reasonable and customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payments) incurred in connection with the acquisition relevant refinancing, refunding or disposition of replacement, (B) an amount equal to any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary existing commitments unutilized thereunder and (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed C) additional amounts permitted to be reflected as incurred pursuant to this Section 6.01 (provided, that (1) any additional Indebtedness on such balance sheet for purposes of referenced in this clause (xC) satisfies the other applicable requirements of this Section 6.01(p) (with additional amounts incurred in reliance on this clause (C) constituting a utilization of the relevant basket or exception pursuant to which such additional amount is permitted) and (2) if such additional Indebtedness is secured, the Lien securing such Refinancing Indebtedness is permitted under Section 6.02), (ii) in the case of Refinancing Indebtedness with respect to clauses (a). For purposes of determining compliance with Section 6.01, (q), (r), (w) and (z) (other than Customary Bridge Loans), (A) such Refinancing Indebtedness has a final maturity equal to or later than (and, in the event that case of revolving Indebtedness, does not require mandatory commitment reductions, if any, prior to) the earlier of (x) the Latest Term Loan Maturity Date and (y) the final maturity of the Indebtedness being refinanced, refunded or replaced and (B) other than with respect to revolving Indebtedness, a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being refinanced, refunded or replaced, (iii) the covenants and events of default applicable to any Refinancing Indebtedness with an item original principal amount in excess of the Threshold Amount (excluding pricing, fees, premiums, rate floors, optional prepayment or redemption terms (and, if applicable, subordination terms) and, with respect to Refinancing Indebtedness incurred in respect of Indebtedness permitted under clause (a) above, security), are either (A) substantially identical to, or not materially more favorable taken as a whole (as reasonably determined by the Borrower Representative) to the lenders providing such Refinancing Indebtedness than those applicable to the Indebtedness being refinanced, refunded or replaced (other than any portion thereofcovenants or events of default (x) at any timeapplicable only to periods after the Latest Maturity Date as of such date or (y) more favorable to the lenders thereunder and added for the benefit of such Indebtedness) or (B) taken as a whole, whether reflect then-current market terms and conditions (as determined by the Borrower Representative in good faith), taken as a whole, at the time of incurrence or issuance for the applicable type of Indebtedness, (iv) in the case of Refinancing Indebtedness with respect to Indebtedness permitted under clauses (j), (m), (q), (r) (u), (w), (x) and (y) of this Section 6.01, the incurrence thereof shall be without duplication of any amounts outstanding in reliance on the relevant clause (in other words the caps in such clauses shall apply in the aggregate to such Refinancing Indebtedness and any Indebtedness outstanding under such clauses), (v) except in the case of Refinancing Indebtedness incurred in respect of Indebtedness permitted under clause (a) of this Section 6.01 (it being understood that Holdings may not be the primary obligor of the applicable Refinancing Indebtedness if Holdings was not the primary obligor on the relevant refinanced Indebtedness), (A) such Refinancing Indebtedness, if secured, is secured only by Permitted Liens at the time of such refinancing, refunding or upon replacement (it being understood that secured Indebtedness may be refinanced with unsecured Indebtedness), (B) such Refinancing Indebtedness is incurred by the obligor or obligors in respect of the Indebtedness being refinanced, refunded or replaced, except to the extent otherwise permitted pursuant to Section 6.01 and (C) if the Indebtedness being refinanced, refunded or replaced was originally contractually subordinated to the Obligations in right of payment (or the Liens securing such Indebtedness were originally contractually subordinated to the Liens on the Collateral securing the Secured Obligations), such Indebtedness is contractually subordinated to the Obligations in right of payment (or the Liens securing such Refinancing Indebtedness are subordinated to the Liens on the Collateral securing the Secured Obligations) on terms not materially less favorable (as reasonably determined by the Borrower Representative), taken as a whole, to the Lenders than those applicable to the Indebtedness (or Liens, as applicable) being refinanced, refunded or replaced, taken as a whole, and (vi) in the case of Refinancing Indebtedness incurred in respect of Indebtedness permitted under clause (a) of this Section 6.01, (A) such Refinancing Indebtedness is pari passu or junior in right of payment and secured by the Collateral on a pari passu or junior basis with respect to the remaining Obligations hereunder, or is unsecured; provided, that any such Refinancing Indebtedness that is pari passu or junior with respect to the Collateral shall be subject to a customary intercreditor agreement or an intercreditor agreement on terms reasonably satisfactory to the Administrative Agent and the Borrower Representative, (B) if the Indebtedness being refinanced, refunded or replaced is secured, it is not secured by any assets other than the Collateral, (C) if the Indebtedness being refinanced, refunded or replaced is Guaranteed, it shall not be Guaranteed by any Person other than a Loan Party and (D) if not pari passu, such Refinancing Indebtedness is incurred under (and pursuant to) documentation other than this Agreement; it being understood and agreed that any such Refinancing Indebtedness that is pari passu with the Term Loans hereunder in right of payment and secured by the Collateral on a pari passu basis with respect to the Secured Obligations hereunder that are secured on a first lien basis may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory prepayment in respect of the Term Loans (and any Additional Term Loans then subject to ratable repayment requirements), in each case, as the Borrower Representative and the relevant lender may agree; (q) Indebtedness incurred to finance acquisitions or similar Investments permitted hereunder after the Closing Date (the Indebtedness incurred pursuant to this Section 6.01(q), “Incurred Acquisition Debt”), in an unlimited amount so long as (A) if such Indebtedness is secured by a Lien on the Collateral that is pari passu with the Lien securing the Secured Obligations on the Closing Date, the First Lien Leverage Ratio would not exceed 5.00:1.00, (B) if such Indebtedness is secured by a Lien on the Collateral that is junior to the Lien securing the Secured Obligations on the Closing Date, the Secured Leverage Ratio would not exceed 6:50:1.00 and (C) if such Indebtedness is unsecured, at the Borrower Representative’s option, either (x) the Total Leverage Ratio would not exceed 6.50:1.00 or (y) the Consolidated Cash Interest Coverage Ratio would not be less than 2.00:1.00, in each case of clauses (A) through (C), calculated on a Pro Forma Basis, including the application of all or a portion of the proceeds thereof or subsequently, meets (without “netting” the criteria Cash proceeds of more than one such Indebtedness) as of the categories most recently ended Test Period); provided, that (1) any such Indebtedness that is subordinated to the Obligations in right of permitted payment or security or that is pari passu in right of security and not incurred under this Agreement shall be subject to intercreditor arrangements that are reasonably satisfactory to the Borrower Representative and the Administrative Agent, (2) such Indebtedness described does not mature or require any scheduled amortization or scheduled payment of principal or require any mandatory redemption, repurchase, repayment or sinking fund obligation (other than (I) payments as part of an “applicable high yield discount obligation” catch-up payment, (II) customary offers to repurchase in Section 6.01(bconnection with any change of control, Disposition or casualty event and (III) through (x) above, the Borrowercustomary acceleration rights after an event of default), in its sole discretioneach case, will classify and may subsequently reclassify such item of Indebtedness (or any portion thereof) in any one or more prior to the date which is 91 days after the Latest Maturity Date as of the types date of Indebtedness described in Section 6.01(b) through incurrence thereof and (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x).

Indebtedness. No Loan Party will, nor will it permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any Indebtedness, except: (a) the Secured Obligations; (b) Indebtedness existing on the date hereof or permitted to be incurred pursuant to commitments existing on the date hereof and set forth in Schedule 6.01 to the Disclosure Letter and any extensions, renewals, refinancings and replacements of any such Indebtedness in accordance with clause (f) hereof; (c) Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary, provided that (i) Indebtedness of any Restricted Subsidiary that is not a Loan Party to the Borrower or any other Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant on terms reasonably satisfactory to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany NoteAdministrative Agent; (d) Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, and (ii) Guarantees by the Borrower or other Loan Party of if such Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) being Guaranteed constitutes Subordinated Indebtedness, Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (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, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness is incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 20,000,000 at any time outstanding; (f) Indebtedness which represents extensions, renewals, refinancings and or replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (kj) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, that (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiariesany Subsidiary, (iii) no Loan Party or any of its Restricted Subsidiaries Subsidiary that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees and interest) are (A) notnot materially less favorable, when taken as a whole, materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of 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 such Original Indebtedness; (g) 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; (h) Indebtedness of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Subordinated Indebtedness; (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (j) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 2,500,000 at any time outstanding; (k) Acquired Indebtedness in an aggregate principal amount not exceeding the greater of (i) to exceed $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 500,000 at any one time outstanding; (l) Indebtedness arising from the honoring of a check, draft or similar instrument against insufficient funds or from the endorsement of instruments for collection in respect the ordinary course of Swap Agreements permitted under Section 6.07business; (m) Indebtedness which may be deemed to exist pursuant to any guarantiesarising in connection with customary treasury or cash management services and from the honoring by a bank or financial institution of a check, performance, surety, statutory, appeal draft or similar obligations incurred instrument drawn against insufficient funds, in each case in the ordinary course of business; (n) Indebtedness customer deposits and advance payments received in respect the ordinary course of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums business from customers for goods or services purchased in the ordinary course of business; (o) Indebtedness consisting of obligations under repurchase agreements constituting Permitted Investments; (p) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries as an account party in respect of trade or standby letters of credit, bank guarantees, guarantees or bankers’ acceptances, or similar instruments issued or created acceptances in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or other Indebtedness with respect an aggregate face amount at any time outstanding not to reimbursement-type obligations regarding workers compensation claimsexceed $5,000,000; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) unsecured Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount not to exceed exceeding $5,000,000 at any time outstanding; (r) any Indebtedness incurred at a time when Section 6.12 is satisfied; and (xs) Indebtedness arising from agreements of Borrower all premiums (if any), interest (including post-petition interest), fees, expenses, charges and addition or a Restricted Subsidiary providing for indemnificationcontingent interest, adjustment of purchase price, earnout indemnities or similar obligations, reimbursement requirements in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types respect of Indebtedness described in clauses (ba) through (xr).

Indebtedness. No Loan Party will, nor will it permit any Restricted Subsidiary to, create, incur, assume incur or suffer to exist any Indebtedness, except: (a) the Secured Obligations; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals, refinancings and replacements of any such Indebtedness in accordance with clause (fg) hereof; (c) Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary, provided that Convertible Notes; (id) Indebtedness of any Restricted Subsidiary that is not a Borrower to any Loan Party to the Borrower or any other Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany NoteBorrower; (de) Guarantees by the any Borrower of Indebtedness of any Restricted Subsidiary and Loan Party or by any Restricted Subsidiary Loan Party of Indebtedness of the Borrower or any other Restricted SubsidiaryBorrower, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, and (ii) Guarantees by the Borrower or other Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause (de) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (ef) Indebtedness of the Borrower any Loan Party or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (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, renewals and replacements of any such Indebtedness in accordance with clause (fg) below; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (ef) together with any Refinance Indebtedness in respect thereof permitted by clause (fg) below, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 1,000,000 at any time outstanding; (fg) Indebtedness which represents extensions, renewals, refinancings and refinancing or replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (ec), (f), (i), (j) and (kj) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, that (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiariesany Subsidiary, (iii) no Loan Party or any of its Restricted Subsidiaries Subsidiary that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees and interest) are (A) notnot materially less favorable, when taken as a whole, materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of such Refinance Indebtedness must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders Lender as those that were applicable to such Original Indebtedness; (gh) 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; (hi) Indebtedness of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness; (j) Indebtedness of any Person that becomes Foreign Subsidiary of a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness Loan Party to any Loan Party permitted by this clause (j) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding;6.04; and (k) other unsecured Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 500,000 at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount not to exceed $5,000,000 at any time outstanding; and (x) Indebtedness arising from agreements of Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x).

Indebtedness. No Loan Party willshall, nor will shall it permit any Restricted Subsidiary of its Subsidiaries or the LS&Co. Trust to, directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness owed by the Secured Obligations; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals, refinancings and replacements of any such Indebtedness in accordance with clause (f) hereof; (c) Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the U.S. Borrower or any other Restricted Subsidiary, of its Subsidiaries to the U.S. Borrower or any of its Subsidiaries; provided that (ix) any Indebtedness of any Restricted Subsidiary that is not owed by a Loan Party to the Borrower or any other Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of any Loan Party to any Restricted a Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant (in the case of Indebtedness of any U.S. Loan Party) or the Canadian Obligations (in the case of Indebtedness of any Canadian Loan Party) and (y) any Indebtedness owed by a U.S. Loan Party to a Canadian Loan Party shall be subordinated to the Global Intercompany NoteObligations; (b) Indebtedness of the U.S. Loan Parties issued in a Capital Markets Transaction, provided such Indebtedness is unsecured and such Indebtedness does not have a stated maturity date or required principal payments earlier than six months after the Maturity Date; (c) Guarantees of the U.S. Borrower under the LS&Co. Trust Agreement; provided, further, provided that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless investment activities of the such payment or pre-payment is permitted pursuant to LS&Co. Trust are in compliance with the Global Intercompany NoteInvestment Policies; (d) Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01U.S. Loan Parties in respect of the obligations of Loan Parties, (ii) Guarantees by the Borrower or other Canadian Loan Party Parties in respect of Indebtedness the obligations of any Restricted Subsidiary that is not a Canadian Loan Party shall be subject to Section 6.04 Parties and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness Foreign Subsidiaries that are not Loan Parties in respect of the Borrower obligations of Foreign Subsidiaries that are not Loan Parties, in each case, arising under or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (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, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (f) Indebtedness which represents extensions, renewals, refinancings and replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (k) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiaries, (iii) no Loan Party or any of its Restricted Subsidiaries that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees and interest) are (A) not, when taken as a whole, materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of 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 such Original Indebtedness; (g) 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 Banking Services in the ordinary course of business; (e) Indebtedness of the U.S. Borrower and its Subsidiaries outstanding on the Closing Date and listed on Schedule 6.01 and any Permitted Refinancing Indebtedness in respect thereof; provided that intercompany Indebtedness set forth on Schedule 6.01 may not be refinanced pursuant to Section 6.01(e) with third-party Indebtedness; (f) Indebtedness of the Loan Parties under the Loan Documents; (g) Indebtedness of the U.S. Borrower and its Subsidiaries secured by Liens permitted by Section 6.02(c) not to exceed in the aggregate $100,000,000 at any time outstanding; (h) Indebtedness of the U.S. Borrower or any Loan Party Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds Ordinary Course Swap Agreements; (i) so long as the Minimum Intercompany Transaction Requirement is met (unless pro forma Availability is not less than the greater of (x) $100.0 million and similar obligations(y) 15% of the Line Cap, in each which case, the Minimum Intercompany Transaction Requirement need not be met), Indebtedness (in the case of Indebtedness of (A) any U.S. Loan Party to any Subsidiary that is not a U.S. Loan Party or (B) any Canadian Loan Party to any Subsidiary that is not a Loan Party, maturing at least six months after the Maturity Date) of the U.S. Borrower and its Subsidiaries to LSIFCS or any other Affiliate of the U.S. Borrower providing services similar to the services provided by LSIFCS in the ordinary course of business and Indebtedness (in the case of Indebtedness of (A) any U.S. Loan Party to any Subsidiary that is not a U.S. Loan Party or (B) any Canadian Loan Party to any Subsidiary that is not a Loan Party, maturing at least six months after the Maturity Date) of LSIFCS or any other Affiliate of the U.S. Borrower providing services similar to the services provided by LSIFCS to the U.S. Borrower and any of its other Subsidiaries in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness; (j) Indebtedness of the U.S. Borrower and its Subsidiaries in the form of Real Estate Financing Transactions and any Person that becomes a Restricted Subsidiary after the date hereof; Permitted Refinancing Indebtedness in respect thereof, provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of all Indebtedness permitted by under this clause Section 6.01(j) and Section 6.01(k) (jincluding all such Indebtedness existing on the Effective Date and listed on Schedule 6.01) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall does not exceed in the greater of (x) aggregate $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 350,000,000 at any time outstanding; (k) Indebtedness of the U.S. Borrower and its Subsidiaries in an the form of Equipment Financing Transactions and any Permitted Refinancing Indebtedness in respect thereof, provided the aggregate principal amount not exceeding the greater of all Indebtedness permitted under this Section 6.01(k) and Section 6.01(j) (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date including all such Indebtedness is incurred based existing on the consolidated balance sheet of Closing Date and listed on Schedule 6.01) does not exceed in the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) aggregate $350,000,000 at any time outstanding; (l) Indebtedness in respect arising from agreements of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by the U.S. 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount not to exceed $5,000,000 at any time outstanding; and (x) Indebtedness arising from agreements of Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout price or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or Equity Interests of a Restricted Subsidiary or other PersonSubsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests of a Restricted Subsidiary for Subsidiary; provided, however, that the purpose maximum aggregate liability in respect of financing such acquisition; provided that all such Indebtedness is not reflected on shall at no time exceed the balance sheet of Holdings, gross proceeds actually received by the U.S. Borrower or such Subsidiary in connection with such disposition; (m) customary unsecured indemnification obligations and other unsecured Guarantees of the U.S. Borrower incurred in connection with any Restricted Subsidiary Permitted Foreign Receivables Transaction or any Foreign Inventory Transaction; (contingent obligations referred n) Indebtedness of the U.S. Borrower to any of its Subsidiaries or of any of its Subsidiaries to any of its Subsidiaries in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance connection with Section 6.01, transactions incurred in the event that ordinary course of business in an item of Indebtedness (or amount not to exceed the value thereof and any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x).related servicing fees;

Indebtedness. No Loan Party willParent will not, nor and will it not permit any Restricted Subsidiary to, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) the Secured Finance Obligations; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 7.01 and any extensions, renewals, refinancings and replacements of any such Permitted Refinancing Indebtedness in accordance with clause (f) hereofrespect thereof; (c) Indebtedness of the Borrower Parent to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower Parent or any other Restricted Subsidiary, ; provided that (i) Indebtedness of any Restricted Subsidiary that is not a Loan Party to the Borrower or any other Loan Party shall be subject to Section 6.04 to, and (ii) Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant to the Global Intercompany Note; providedcomply with, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless of the such payment or pre-payment is permitted pursuant to the Global Intercompany Noteproviso set forth in Section 7.04(d); (d) (i) Guarantees by the U.S. Borrower of Indebtedness of any Restricted Subsidiary the USAO Settlement Obligations and (ii) Guarantees by Parent or any Restricted Subsidiary of Indebtedness or other obligations of the Borrower Parent or any other Restricted Subsidiary; provided that, provided that (i) in the Indebtedness so Guaranteed is permitted by this Section 6.01, case of clause (ii) Guarantees by ), the Borrower or other Loan Party aggregate amount of Indebtedness and other payment obligations (other than in respect of any Restricted Subsidiary overdrafts and related liabilities arising in the ordinary course of business from treasury, depository and cash management services or in connection with any automated clearing-house transfer of funds) of Subsidiaries that are not Loan Parties that is not a Guaranteed by any Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause Section 7.04(d) or (d) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligationsw); (e) Indebtedness of the Borrower Parent or any Restricted Subsidiary incurred to finance the acquisition, construction construction, repair or improvement of any fixed or capital assets (whether or not constituting purchase money Indebtedness)assets, including Capital Lease Obligations, Synthetic Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Permitted Refinancing Indebtedness in accordance with clause (f) belowrespect thereof; provided that (i) such Indebtedness (but not any Permitted Refinancing Indebtedness in respect thereof) is incurred prior to or within 90 270 days after such acquisition or the completion of such construction construction, repair or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed exceed, on a pro forma basis determined in accordance with Section 1.03(c), immediately after giving effect to the issuance or incurrence of such Indebtedness the greater of (x) $30,000,000 25,000,000 and (y) 510% of Consolidated Total Assets (measured on a pro forma basis as of EBITDA for the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) completed Test Period, at any time outstanding; (f) Indebtedness which represents extensions, renewals, refinancings and replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (k) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiaries, (iii) no Loan Party or any of its Restricted Subsidiaries that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees and interest) are (A) not, when taken as a whole, materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of 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 such Original Indebtedness; (g) 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; (h) Indebtedness of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness; (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (j) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (k) Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount not to exceed $5,000,000 at any time outstanding; and (x) Indebtedness arising from agreements of Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x).

Indebtedness. No Loan Party will, nor will it permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any Indebtedness, except: (a) the Secured Obligations; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals, refinancings and replacements of any such Indebtedness in accordance with clause (f) hereof; (c) Indebtedness of the a Borrower to another Borrower or to any Restricted Subsidiary and of any Restricted Subsidiary to the a Borrower or any other Restricted Subsidiary, provided that (i) Indebtedness of any Restricted Subsidiary that is not a Loan Party to the Borrower or any other Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant on terms reasonably satisfactory to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany NoteAdministrative Agent; (d) Guarantees by the a Borrower of Indebtedness of another Borrower or any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the a Borrower or any other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the any Borrower or other Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness of the a Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (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, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 1,000,000 at any time outstanding; (f) Indebtedness which represents extensions, renewals, refinancings and refinancing or replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (ke) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, that (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiariesany Subsidiary, (iii) no Loan Party or any of its Restricted Subsidiaries Subsidiary that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees and interest) are (A) not, when taken as a whole, materially not less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of 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 such Original Indebtedness; (g) 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; (h) Indebtedness of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Subordinated Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtednessexceeding $1,000,000 at any time outstanding; (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (jl) together with any Refinance Indebtedness in respect thereof permitted by clause (fh) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 250,000 at any time outstanding; (k) Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current any earn-outs or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or similar deferred payments in connection with any direct or indirect parent of the Borrower permitted by Section 6.08, Permitted Acquisition in an aggregate amount not to exceed $5,000,000 250,000 at any time outstanding; and (xl) other unsecured Indebtedness arising from agreements of Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is an aggregate principal amount not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) exceeding $1,000,000 at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x)outstanding.

Indebtedness. No Loan Party willThe Borrower will not, nor and will it not permit any Restricted Subsidiary to, create, incur, assume or suffer of the Borrower to exist incur any additional Indebtedness, except: (a) Indebtedness under the Secured ObligationsLoan Documents; (b) (i) Indebtedness existing on the date hereof Effective Date and set forth in Schedule 6.01 and any extensions, renewals, refinancings and replacements of any such (ii) intercompany Indebtedness in accordance with clause (f) hereofoutstanding on the Effective Date; (ci) Guarantees by the Borrower and the Loan Parties in respect of Indebtedness of the Borrower to or any Restricted Subsidiary and of any Restricted Subsidiary the Loan Parties otherwise permitted hereunder; provided that if the Indebtedness being Guaranteed is subordinated to the Borrower or Obligations, such Guarantee shall be subordinated to the Subsidiary Guaranty on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness, (ii) any other Restricted Subsidiary, provided that (i) Guaranty by a Loan Party of Indebtedness of a Subsidiary that would have been permitted as an Investment by such Loan Party in such Subsidiary under Section 9.14(c) and (iii) any Restricted Guaranty by a Subsidiary that is not a Loan Party in respect of Indebtedness of a Subsidiary that is not a Loan Party; (d) Indebtedness of the Borrower or any of the Subsidiaries owing to the Borrower or any other Loan Party shall be subject Subsidiary to the extent constituting an Investment permitted by Section 6.04 and (ii) 9.14; provided that all such Indebtedness of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany Note; (d) Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the Borrower or other Loan Party of Indebtedness of any Restricted Subsidiary Person that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated a subordination agreement reasonably acceptable to the Secured Obligations on Agent and the same terms as the Indebtedness so Guaranteed is subordinated to the Secured ObligationsBorrower; (e) Indebtedness (including Capitalized Lease Obligations) of the Borrower or any Restricted Subsidiary incurred to finance and the Subsidiaries financing the acquisition, construction construction, repair, replacement or improvement of any fixed or capital assets (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, renewals and replacements of any such Indebtedness in accordance with clause (f) belowassets; provided that (i) such Indebtedness is incurred prior to concurrently with or within 90 two hundred and seventy (270) days after such acquisition or the completion of such construction applicable acquisition, construction, repair, replacement or improvement and (ii) the in an aggregate principal amount of Indebtedness permitted by pursuant to this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not to exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding100,000; (f) Indebtedness which represents extensions, renewals, refinancings and replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred in respect of swap contracts designed to herein as hedge against the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (k) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiaries, (iii) no Loan Party Borrower’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of its Restricted Subsidiaries that is business and not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees for speculative purposes and interest) are (A) not, when taken as a whole, materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of 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 such Original IndebtednessGuarantees thereof; (g) Indebtedness owed to incurred by the Borrower or any Person providing workers’ compensation, health, disability of the Subsidiaries in any Investment expressly permitted hereunder or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Personany Disposition, in each case incurred to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (h) Obligations in connection with cash management services and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business and any Guarantees thereof; (i) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (hj) Indebtedness of any Loan Party Obligations in respect of performance bondsperformance, bid bondsbid, appeal bonds, and surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom performance and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower completion guarantees and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness; (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (j) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (k) Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred provided by the Borrower or any of its Restricted the Subsidiaries or obligations in respect of letters of credit, bank guarantees, bankers’ acceptances, guarantees or similar instruments issued or created related thereto, in each case in the ordinary course of business, including business or consistent with past practice; (k) Indebtedness in respect of workers compensation claims, health, disability or other employee benefits or other letters of credit issued prior to the Effective Date for the account of any of the Subsidiaries of the Borrower to finance the purchase of inventory so long as (x) such Indebtedness with respect to reimbursement-type obligations regarding workers compensation claimsis unsecured and (y) the aggregate principal amount of such Indebtedness does not exceed the amount outstanding on the Effective Date; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (rl) Indebtedness representing deferred compensation or similar arrangements to employees (other than obligations in respect of Holdings (or any direct or indirect parent thereofmoney borrowed) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount outstanding not to exceed $5,000,000 at any time outstanding1,500,000; and (xm) Indebtedness arising from agreements of Borrower all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected contingent interest on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (ba) through (x)l) above.

Indebtedness. No Loan Party will, nor will it permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any Indebtedness, except: (a) the Secured Obligations; (b) Indebtedness existing on the date hereof hereofFirst Amendment Effective Date and set forth in Schedule 6.01 (including the Senior Notes existing on the date hereof and set forth on such Schedule) and any extensions, renewals, refinancings and replacements of any such Indebtedness solely in accordance with clause (f) hereof; (c) Indebtedness of the any Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the any Borrower or any other Restricted Subsidiary, provided that (i) Indebtedness of any Restricted Subsidiary that is not a Loan Party to the any Borrower or any other Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant on terms reasonably satisfactory to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on Administrative Agent and the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany NoteFILO Agent; (d) Guarantees by the any Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the any Borrower or any other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the any Borrower or any other Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness of the any Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (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, renewals and replacements of any such Indebtedness in accordance with clause (f) belowIndebtedness; provided that (i) such Indebtedness is originally incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 275,000,00025,000,000 at any time outstanding; (f) Indebtedness which represents extensions, renewals, refinancings and refinancing, exchanges, replacements, tenders, payments, prepayments, repayments, repurchases, acquisitions, redemptions, retirements, cancellations, terminations or replacements (such Indebtedness being so extended, renewed, refinanced refinanced, exchanged, tendered, paid, prepaid, repaid, repurchased, acquired, redeemed, cancelled, terminated or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (kki) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, that (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to Indebtedness (plus unpaid accrued interest and premium premiums thereon plus other reasonable amounts paid and fees underwriting discounts, defeasance costs, fees, commissions and expenses reasonably incurred, in connection with such Refinance Indebtednessexpenses), (ii) if the Original Indebtedness was unsecured, such Refinance Indebtedness shall also be unsecured; provided, that such Refinance Indebtedness may be secured if such Refinance Indebtedness shall be subject to an Intercreditor Agreement reasonably acceptable to the Administrative Agent and the FILO Agent and, in any case, any Liens securing such Refinance Indebtedness shall be junior to the Liens securing the Obligations (including the FILO Obligations) in accordance with clause (b) of the definition of Intercreditor Agreement, (iii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiariesany Subsidiary, (iiiiv) no Loan Party or any of its Restricted Subsidiaries Subsidiary that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (ivv) such Refinance Indebtedness does not result in a shortening of the weighted average weighted life to maturity of such Original Indebtedness, (v) the terms Indebtedness andunless there is no principal amortization or maturity date in respect of such Refinance Indebtedness (other than fees until at least 91 days after the maturity date of the Obligations and interest) are (A) notthe FILO Obligations, when taken as a whole, materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of such Refinance Indebtedness must include subordination terms and conditions that are at least as favorable to the Administrative Agent, the FILO Agent and the Lenders as those that were applicable to such Original Indebtedness and (vii) with respect to any series of Senior Notes, such Refinance Indebtedness transaction shall be “cash-neutral” (or better) to the Loan Parties as determined on an annual basis as of the date of the consummation of such transaction as set forth in the documentation as of such date (and to the extent amended, supplemented or modified from time to time, as set forth in any such amendment, supplement or modification); provided, that for the avoidance of doubt, the calculation of the amount of annual cash interest shall exclude (x) any one-time, non-recurring consent or other similar fees and (y) any reasonable (as determined by the Company) costs and expenses incurred or payable in connection therewith; provided, further, that the interest rate of any such Refinance Indebtedness may be increased so long as, as of the date of the consummation of the transaction as set forth in the documentation as of such date (and to the extent amended, supplemented or modified from time to time, as set forth in any such amendment, supplement or modification), the annual cash interest expense for such Refinance Indebtedness does not exceed the annual cash interest expense for the Senior Notes, taken as a whole, as of the date hereof. For the avoidance of doubt, the determination of whether a Refinance Indebtedness transaction is “cash neutral” (or better) shall be determined without taking into account any accrual of paid-in-kind interest over time on such Refinance Indebtedness; (g) 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; (h) Indebtedness of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness; (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereofhereof pursuant to a Permitted Acquisition in an aggregate principal amount outstanding not to exceed $10,000,000 at any time; provided that such Indebtedness (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is is(ii) was not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary Subsidiary; and (j) Indebtedness of Subsidiaries that are not Loan Parties; provided that, the aggregate outstanding principal amount of Indebtedness permitted pursuant to this clause (j) shall not exceed $100,000,00010,000,000 at any time; (k) Indebtedness of the Loan Parties (including, without limitation, any Indebtedness that, in whole or in part, refinances the Senior Notes but does not satisfy the requirements of Section 6.01(f)); provided, that in the case of any incurrence of such Indebtedness: (i) no Default shall have occurred and be continuing or would be caused by the incurrence of such Indebtedness; (ii) the aggregate principal amount of all Indebtedness permitted by incurred under this clause (jk) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not at any time exceed $750,000,000 plus: (A) if such Indebtedness is secured, an additional amount if, after giving effect to the greater incurrence of (x) $10,000,000 and (y) 2% such Indebtedness, the Company has a Secured Net Leverage Ratio of Consolidated Total Assets (measured less than or equal to 3.00 to 1.00 determined on a pro forma basis as if such Indebtedness had been incurred on the first day of the most recent four fiscal quarter period for which financial statements have been delivered under Section 5.01(a) or (b) (or, if prior to the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivery of the first financial statements to be delivered pursuant to Section 5.01 5.01(a) or (b), the most recently on or prior recent financial statements referred to such date) at any time outstandingin Section 3.04(a)); (kB) if such Indebtedness in is unsecured, an aggregate principal additional amount not exceeding if, after giving effect to the greater incurrence of (i) $20,000,000 and (ii) 4% such Indebtedness, Company has a Total Net Leverage Ratio of Consolidated Total Assets (measured less than or equal to 4.00 to 1.00 determined on a pro forma basis determined on a pro forma basis as if such Indebtedness had been incurred on the first day of the most recent four fiscal quarter period for which financial statements have been delivered under Section 5.01(a) or (b) (or, if prior to the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivery of the first financial statements to be delivered pursuant to Section 5.01 most recently on 5.01(a) or prior to such date) at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parentb), the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by most recent financial statements referred to in Section 6.08(a)(iii3.04(a)); (riii) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course event that such Indebtedness is secured by Liens on Collateral constituting ABL Assets, such Indebtedness is subject to an Intercreditor Agreement subordinating the priority of businesssuch Liens to the Liens granted to secure the Secured Obligations; (siv) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is secured both by its express terms subordinated in right of payment Liens on ABL Assets and Liens on Non-ABL Assets, then the Administrative Agent and the Lenders shall receive a crossing junior lien on such Non-ABL Assets (other than real property) subject to the Obligations or the Guarantee terms of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan PartiesIntercreditor Agreement; (v) Contingent obligations of any Loan Party in respect of such Indebtedness of a Loan Party otherwise permitted under this Section 6.01does not mature prior to 91 days after the Maturity Date; (wvi) unsecured such Indebtedness does not have a shorter weighted average life to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or maturity than any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount not to exceed $5,000,000 at any time outstandingterm loans issued under this Agreement; and (xvii) Indebtedness arising from agreements of Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or guaranteed by any Restricted Subsidiary (contingent obligations referred to in Person that is not a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x).Loan Party

Indebtedness. No Loan Party willThe Borrower shall not, nor will shall it permit any of its Restricted Subsidiary to, Subsidiaries to create, incur, assume or suffer otherwise become or remain liable with respect to exist any Indebtedness, except: (a) the Secured ObligationsObligations (including any Additional Term Loans and any Additional Revolving Loans); (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals, refinancings and replacements of any such Indebtedness in accordance with clause (fi) hereof; (c) Indebtedness of the Borrower to Holdings and/or any Restricted Subsidiary, (ii) of Holdings to the Borrower and/or any Restricted Subsidiary and and/or (iii) of any Restricted Subsidiary to Holdings, the Borrower or and/or any other Restricted Subsidiary, ; provided that (i) in the case of any Indebtedness of any Restricted Subsidiary that is not a Loan Party owing to the Borrower or any other Restricted Subsidiary that is a Loan Party Party, such Indebtedness shall be subject to permitted as an Investment under Section 6.04 and (ii) 6.05; provided, further, that any Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party shall incurred in reliance on this clause (b) must be unsecured and expressly subordinated to the Secured Obligations of such Loan Party on terms that are reasonably acceptable to the Administrative Agent (including pursuant to the Global an Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause ); (iic) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany Note[reserved]; (d) Guarantees by Indebtedness arising from any agreement providing for indemnification, adjustment of purchase price or similar obligations (including contingent earn-out obligations) incurred in connection with the Borrower Transactions, any Disposition permitted hereunder, any acquisition permitted hereunder or consummated prior to the Closing Date or any other purchase of assets or Capital Stock or other Investments, and Indebtedness arising from guaranties, letters of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness credit, bank guaranties, surety bonds, performance bonds or similar instruments securing the performance of the Borrower or any other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the Borrower or other Loan Party of Indebtedness of any such Restricted Subsidiary that is not a Loan Party shall be subject pursuant to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligationsany such agreement; (e) Indebtedness of the Borrower or and/or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (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, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness is as a result of or pursuant to tenders, statutory obligations, bids, leases, governmental contracts, trade contracts, surety, stay, customs, appeal, performance and/or return of money bonds or other similar obligations incurred prior to or within 90 days after such acquisition or in the completion ordinary course of such construction or improvement business and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) belowof letters of credit, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as bank guaranties, surety bonds, performance bonds or similar instruments to support any of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstandingforegoing items; (f) Indebtedness which represents extensions, renewals, refinancings and replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described Borrower and/or any Restricted Subsidiary in clauses (b)respect of Banking Services and/or otherwise in connection with Cash management and Deposit Accounts, (e)including Banking Services Obligations and incentive, (f), (i), (j) and (k) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, supplier finance or similar programs; (i) such Refinance Indebtedness does not increase guaranties by the principal amount or interest rate Borrower and/or any Restricted Subsidiary of the Original Indebtednessobligations of suppliers, except by an amount equal customers and licensees in the ordinary course of business, (ii) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower and/or any Restricted Subsidiary to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, pay the deferred purchase price of goods or services or progress payments in connection with such Refinance Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiaries, goods and services and (iii) no Loan Party Indebtedness in respect of letters of credit, bankers’ acceptances, bank guaranties or any of its Restricted Subsidiaries that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtednesssimilar instruments supporting trade payables, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees and interest) are (A) not, when taken as a whole, materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness warehouse receipts or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of 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 such Original Indebtedness; (g) 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 similar facilities entered into in the ordinary course of business; (h) Guarantees by the Borrower and/or any Restricted Subsidiary of Indebtedness or other obligations of the Borrower, any Restricted Subsidiary and/or any joint venture with respect to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.01 or other obligations not prohibited by this Agreement; provided that in the case of any Guarantee by any Loan Party of the obligations of any non-Loan Party, the related Investment is permitted under Section 6.05; (i) Indebtedness of Holdings, the Borrower and/or any Restricted Subsidiary existing, or pursuant to commitments existing, on the Closing Date; provided that any such Indebtedness or commitment having an outstanding principal amount in respect excess of performance bonds$2,500,000 shall be described on Schedule 6.01; (j) so long as no Event of Default then exists, bid bondsIndebtedness of Restricted Subsidiaries that are not Loan Parties; provided that the aggregate outstanding principal amount of such Indebtedness shall not exceed the greater of $12,500,000 and 25% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period; (k) Indebtedness of the Borrower and/or any Restricted Subsidiary consisting of obligations owing under incentive, appeal bondssupply, surety bonds and license or similar obligations, in each case provided agreements entered into in the ordinary course of business; (l) Indebtedness of the Borrower and/or any Restricted Subsidiary consisting of (i) the financing of insurance premiums, (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business and/or (iii) obligations to reacquire assets or inventory in connection with customer financing arrangements in the ordinary course of business; (m) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence exists, Indebtedness of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and/or any Restricted Subsidiary with respect to Capital Leases and its Restricted Subsidiaries purchase money Indebtedness in an aggregate outstanding principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to greater of $12,500,000 and 25% of Consolidated Adjusted EBITDA as of the ratio that is 0.25 to 1.00 lower than last day of the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter most recently ended immediately preceding the date of incurrence of such IndebtednessTest Period; (jn) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereofor Indebtedness assumed in connection with any acquisition or similar Investment; provided that that: (i) no Event of Default then exists; (ii) such Indebtedness exists (A) existed at the time such Person becomes became a Restricted Subsidiary or the assets subject to such Indebtedness were acquired and is (B) was not created or incurred in contemplation of or in connection with anticipation thereof, and (iii) after giving effect to such Person becoming Indebtedness on a Restricted Subsidiary and Pro Forma Basis, either: (iiA) the aggregate principal amount of Indebtedness permitted by this clause (j) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall Secured Leverage Ratio does not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured 7.50:1.00, calculated on a pro forma basis Pro Forma Basis as of the date last day of the most recently ended Test Period (assuming for purposes of such calculation that such Indebtedness constitutes Consolidated Secured Debt); or (B) such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (k) Indebtedness in an aggregate principal amount outstanding not exceeding to exceed the greater of (i) $20,000,000 5,000,000 and (ii) 410% of Consolidated Total Assets (measured on a pro forma basis Adjusted EBITDA as of the date such Indebtedness is incurred based on the consolidated balance sheet last day of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accountsended Test Period; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred issued by the Borrower or any Restricted Subsidiary to any stockholder of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, any Parent Company 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former director, officer, director employee, member of management, manager or employee consultant of any ParentParent Company, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings subsidiary (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses Immediate Family Members) to finance the purchase or redemption of Equity Interests Capital Stock of any Parent Company permitted by Section 6.03(a); (p) Indebtedness refinancing, refunding or replacing any Indebtedness permitted under clauses (a), (i), (j), (m), (n), (q), (u), (r), (w), (y), and (z) of this Section 6.01 (in any case, including any refinancing Indebtedness incurred in respect thereof, “Refinancing Indebtedness”) and any subsequent Refinancing Indebtedness in respect thereof; provided that: (i) the principal amount of such Indebtedness does not exceed the principal amount of the Indebtedness being refinanced, refunded or replaced, except by (A) an amount equal to unpaid accrued interest, penalties and premiums (including tender premiums) thereon plus underwriting discounts, other reasonable and customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payments) incurred in connection with the relevant refinancing, refunding or replacement and the related refinancing transaction, (B) an amount equal to any existing commitments unutilized thereunder and (C) additional amounts permitted to be incurred pursuant to this Section 6.01 (provided that (1) any additional Indebtedness referenced in this clause (C) satisfies the other applicable requirements of this definition (with additional amounts incurred in reliance on this clause (C) constituting a utilization of the relevant basket or exception pursuant to which such additional amount is permitted) and (2) if such additional Indebtedness is secured, the Lien securing such Indebtedness satisfies the applicable requirements of Section 6.02), (ii) other than in the case of Refinancing Indebtedness with respect to clauses (i), (j), (m), (n), (u) and/or (y), such Indebtedness has (A) a final maturity equal to or later than (and, in the case of revolving Indebtedness, does not require mandatory commitment reductions, if any, prior to) the earlier of (x) the Latest Term Loan Maturity Date and (y) the final maturity of the Indebtedness being refinanced, refunded or replaced and (B) other than with respect to revolving Indebtedness, such Refinancing Indebtedness (x) has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being refinanced, refunded or replaced (without giving effect to any prepayment thereof) or (y) a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the outstanding Term Loans at such time, (iii) the terms of any Refinancing Indebtedness with an original principal amount in excess of the Threshold Amount (other than any Indebtedness of the type described in Section 6.01(m)) (excluding, to the extent applicable, pricing, fees, premiums, rate floors, optional prepayment, redemption terms or subordination terms and, with respect to Refinancing Indebtedness incurred in respect of Indebtedness permitted under clause (a) above, security), are not, taken as a whole (as reasonably determined by the Borrower), more favorable to the lenders providing such Indebtedness than those applicable to the Indebtedness being refinanced, refunded or replaced (other than (A) any covenants or any other provisions, taken as a whole, applicable only to periods after the applicable maturity date of the debt then-being refinanced as of such date, (B) any covenant or provision which constitutes a then-current market term for the applicable type of Indebtedness or (C) any covenant or other equity-based awards provision which is conformed (or added) to the Loan Documents for the benefit of the Lenders or, as applicable, the Administrative Agent pursuant to an amendment to this Agreement effectuated in reliance on Section 9.02(d)(ii)), (iv) in the case of Refinancing Indebtedness with respect to Indebtedness permitted under clauses (j), (m), (n), (q) (solely as it relates to the amount of such Indebtedness that may be incurred by Restricted Subsidiaries that are not Loan Parties incurred pursuant to (x) clause (i) therein and (y) the proviso to clause (ii) therein), (r), (u), (w) (solely as it relates to the amount of such Indebtedness that may be incurred by Restricted Subsidiaries that are not Loan Parties incurred pursuant to (x) clause (i) therein and (y) the proviso to clause (ii) therein), (y) and (z) (solely as it relates to the Unrestricted Incremental Amount) of this Section 6.01, the incurrence thereof shall be without duplication of any amount outstanding in reliance on the relevant clause such that the amount available under the relevant clause shall be reduced by the amount of the applicable Refinancing Indebtedness, (v) except in the case of Refinancing Indebtedness incurred in respect of Indebtedness permitted under clause (a) of this Section 6.01, (A) such Indebtedness, if secured, is secured only by Permitted Liens at the time of such refinancing, refunding or replacement (it being understood that secured Indebtedness may be refinanced with unsecured Indebtedness), and if the Liens securing such Indebtedness were originally contractually subordinated to the Liens on the Collateral securing the Initial Loans, the Liens securing such Indebtedness are subordinated to the Liens on the Collateral securing the Initial Loans on terms not materially less favorable (as reasonably determined by the Borrower), taken as a whole, to the Lenders than those (1) applicable to the Liens securing the Indebtedness being refinanced, refunded or replaced, taken as a whole, or (2) set forth in any applicable Intercreditor Agreement, (B) such Indebtedness is incurred by the obligor or obligors in respect of the Indebtedness being refinanced, refunded or replaced, except to the extent otherwise permitted pursuant to Section 6.01 (it being understood that any entity that was a guarantor in respect of the relevant refinanced Indebtedness may be the primary obligor in respect of the refinancing Indebtedness, and any entity that was the primary obligor in respect of the relevant refinanced Indebtedness may be a guarantor in respect of the refinancing Indebtedness), (C) if the Indebtedness being refinanced, refunded or replaced was expressly contractually subordinated to the Obligations in right of payment, (1) such Indebtedness is contractually subordinated to the Obligations in right of payment, or (2) if not contractually subordinated to the Obligations in right of payment, the purchase, defeasance, redemption, repurchase, repayment, refinancing or other acquisition or retirement of such Indebtedness is permitted under Section 6.03(b) (other than Section 6.03(b)(i)), and (D) as of the date of the incurrence of such Indebtedness and after giving effect thereto, no Event of Default then exists, and (vi) in the case of Refinancing Indebtedness constituting Replacement Debt, (A) such Indebtedness is pari passu or junior in right of payment and secured by the Collateral on a pari passu or junior basis with respect to the remaining Obligations hereunder, or is unsecured; provided that any such Refinancing Indebtedness that is pari passu or junior with respect to the Collateral shall be subject to an Intercreditor Agreement, (B) if the Indebtedness being refinanced, refunded or replaced is secured, it is not secured by any assets other than the Collateral, (C) if the Indebtedness being refinanced, refunded or replaced is Guaranteed, it shall not be Guaranteed by any subsidiary of the Borrower other than one or more Loan Parties and (D) such Refinancing Indebtedness is incurred under (and pursuant to) documentation other than this Agreement; it being understood and agreed that any direct or indirect parent such Refinancing Indebtedness that is pari passu with the Initial Loans hereunder in right of payment and secured by the Collateral on a pari passu basis with respect to the Secured Obligations hereunder that are secured on a first lien basis may participate (x) in any voluntary prepayment of Term Loans as set forth in Section 2.11(a)(i) and (y) in any mandatory prepayment of Term Loans as set forth in Section 2.11(b)(vi); (q) an additional unlimited amount of Indebtedness of the Borrower and/or any Restricted Subsidiary incurred to finance any acquisition or similar Investment permitted by Section 6.08hereunder after the Closing Date so long as: (i) after giving effect to such acquisition or similar Investment on a Pro Forma Basis (in each case, without “netting” the cash proceeds of the applicable Indebtedness being incurred and, in an aggregate amount the case of any revolving credit facility then being incurred or established, assuming a full drawing of such revolving credit facility): (A) if such Acquisition Ratio Debt constitutes First Lien Debt, the First Lien Leverage Ratio does not to exceed $5,000,000 at 7.50:1.00, (B) if such Acquisition Ratio Debt constitutes Junior Lien Debt, the Secured Leverage Ratio does not exceed 7.50:1.00; or (C) if such Indebtedness is secured by a Lien on any time outstandingasset that does not constitute Collateral or is unsecured, the Total Leverage Ratio does not exceed 8.00:1.00; and (xii) Indebtedness arising from agreements the aggregate outstanding principal amount of Borrower or a Acquisition Ratio Debt incurred in reliance on this Section 6.01(q) by Restricted Subsidiary providing for indemnificationSubsidiaries that are not Loan Parties shall not, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at exceed an amount equal to the time greater of incurrence or issuance or upon the application $15,000,000 and 30% of all or a portion Consolidated Adjusted EBITDA as of the proceeds thereof or subsequently, meets the criteria of more than one last day of the categories most recently ended Test Period; (iii) if such Acquisition Ratio Debt is issued or incurred by any Loan Party and consists of permitted third party Indebtedness described in Section 6.01(bfor borrowed money: (A) through (x) 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 Section 6.01(b) through (x) and will only be required to include the amount and type final maturity date of such Indebtedness in such is no earlier than the Latest Term Loan Maturity Date on the date of the above clauses as determined by issuance or incurrence thereof, (B) the Borrower at Weighted Average Life to Maturity applicable to such time. The Borrower will be entitled Indebtedness is no shorter than the Weighted Average Life to divide and classify an item of Indebtedness in more than one Maturity of the types of then-existing Term Loans, (C) if such Indebtedness described in clauses (b) through (x).is secured, it may no

Indebtedness. No Loan Party will, nor will it permit any Restricted Subsidiary to, create, incur, assume incur or suffer to exist any Indebtedness, except: (a) the Secured Obligations and the Second Lien Obligations; provided that, the aggregate principal amount of the Second Lien Obligations shall not exceed $40,000,000 at any time outstanding; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals, refinancings renewals and replacements of any such Indebtedness in accordance with clause (f) hereof; (c) Indebtedness of the Borrower Company to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower Company or any other Restricted Subsidiary, ; provided that (i) Indebtedness of any Restricted Subsidiary that is not a Loan Party to the Borrower Company or any other Subsidiary that is a Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of the Company to any Subsidiary and Indebtedness of any Subsidiary that is a Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant on terms reasonably satisfactory to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany NoteAdministrative Agent; (d) Guarantees by the Borrower Company of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Borrower Company or any other Restricted Subsidiary, ; provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the Borrower Company or other any Subsidiary that is a Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations of the applicable Subsidiary on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness of the Borrower Company or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (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, renewals and replacements of any such Indebtedness in accordance with clause (f) belowhereof; provided that (i) such Indebtedness is incurred prior to or within 90 ninety (90) days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 10,000,000 at any time outstanding; (f) Indebtedness which represents extensionsan extension, renewalsrefinancing, refinancings and replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) renewal of any of the Indebtedness described in clauses (b), (e), (f), (i), ) and (j) and (k) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”)hereof; provided that, (i) such Refinance Indebtedness does not increase the principal amount or interest rate as of the Original Indebtedness, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with date hereof of such Refinance IndebtednessIndebtedness is not increased, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted SubsidiariesParty, (iii) no Loan Party or any of its Restricted Subsidiaries that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtednessthereto, (iv) such Refinance Indebtedness extension, refinancing or renewal does not result in a shortening of the average weighted maturity of such Original Indebtednessthe Indebtedness so extended, refinanced or renewed, (v) the terms of any such Refinance Indebtedness (other than fees and interest) extension, refinancing, or renewal are (A) not, when taken as a whole, not materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (viiv) if such Original the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Secured Obligations, then the terms and conditions of such Refinance the refinancing, renewal, or 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 such Original the refinanced, renewed, or extended Indebtedness; (g) 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; (h) Indebtedness of the Company or any Loan Party Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness; (j) Indebtedness of any Person that becomes a Restricted Domestic Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Domestic Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (ji) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (j) Indebtedness of any Person that (1) becomes a Foreign Subsidiary after the date hereof or (2) is a Foreign Subsidiary Borrower for which a Borrowing Subsidiary Termination has been executed and delivered to the Administrative Agent; provided that the aggregate principal amount of Indebtedness permitted by this clause (j) shall not exceed $10,000,000 at any time outstanding; and (k) other unsecured Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 10,000,000 at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect aggregate principal amount of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower Company’s Subsidiaries permitted by Section 6.08, in an aggregate amount this clause (k) shall not to exceed $5,000,000 at any time outstanding; and (x) Indebtedness arising from agreements of Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x).

Indebtedness. No Loan Party will, nor will it permit any Restricted Subsidiary toDirectly or indirectly, create, incur, assume or suffer guaranty, or otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, except: (a) the Secured Obligations; (a) (i) the Obligations and (ii) any Indebtedness incurred to refinance, extend, renew or replace the Obligations; provided that the Refinancing Debt Requirements are satisfied (such Indebtedness, the “Credit Agreement Refinancing Debt”); (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals, refinancings and replacements of any such Indebtedness in accordance with clause (f) hereof; (c) Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary owed to the Borrower or to any other Restricted Subsidiary, provided or of the Borrower owed to any Subsidiary; provided, that (i) all such Indebtedness of any Restricted Subsidiary that is not shall be evidenced by the Intercompany Note, and, if owed to a Loan Party to the Borrower or any other Loan Party Party, shall be subject to Section 6.04 and (ii) Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations First Priority Lien pursuant to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany Note; (d) Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary Pledge and by any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01Security Agreement, (ii) Guarantees by the Borrower or other Loan Party of all such Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 unsecured and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (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, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (f) Indebtedness which represents extensions, renewals, refinancings and replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (k) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiaries, (iii) no Loan Party or any of its Restricted Subsidiaries that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees and interest) are (A) not, when taken as a whole, materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligationspayment in full of the Obligations pursuant to the terms of the Intercompany Note, then (iii) any payment by any such Subsidiary Guarantor under any guaranty of the Obligations shall result in a pro tanto reduction of the amount of any Indebtedness owed by such Subsidiary to the Borrower or to any of its Subsidiaries for whose benefit such payment is made and (iv) such Indebtedness is permitted as an Investment under Section 6.06; (c) unsecured Indebtedness that (i) matures after, and does not require any scheduled amortization, mandatory redemption, sinking fund obligation or other scheduled payments of principal prior to, the date which is six months after the Term Loan Maturity Date (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemptions provisions satisfying the requirement of clause (ii) hereof), (ii) 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 Borrower than the terms and conditions customary at the time for high-yield senior unsecured debt securities issued in a public offering, and (iii) does not require a Subsidiary of Holdings other than the Borrower and the Subsidiary Guarantors to be an obligor with respect to such Refinance Indebtedness must include subordination terms Indebtedness; provided, that (1) both immediately prior and conditions that are at least as favorable after giving effect to the Administrative Agent and the Lenders as those that were applicable to such Original Indebtedness; incurrence thereof, (gx) 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; (h) Indebtedness of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists shall exist or would result therefrom and Borrower (y) Holdings shall be in compliance with the Senior Unsecured Incurrence Test (on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured basis); (d) Indebtedness incurred by Holdings or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of the Borrower and or any such Subsidiary pursuant to such agreements, in connection with Permitted Acquisitions or permitted dispositions of any business, assets or Subsidiary of Holdings or any of its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such IndebtednessSubsidiaries; (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (j) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (k) Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (me) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (nf) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (og) Indebtedness consisting of financing of insurance premiums guaranties in the ordinary course of businessbusiness of the obligations of suppliers, customers, franchisees, real property lessors and licensees of the Borrower and its Subsidiaries; (ph) guaranties by the Borrower of Indebtedness of a Subsidiary Guarantor or guaranties by a Subsidiary Guarantor of Indebtedness of the Borrower or another Subsidiary Guarantor with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.01; provided, that if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the guaranty shall also be unsecured and/or subordinated to the Obligations; (i) Indebtedness described in Schedule 6.01 and any Permitted Refinancing thereof; (j) Indebtedness incurred during any Fiscal Year in an amount not to exceed $25,000,000 in the aggregate which is secured by purchase money Liens or incurred with respect to Capital Leases and purchase money Indebtedness; provided, that any such Indebtedness incurred with respect to purchase money (i) shall be secured only by the assetassets acquired in connection with the incurrence of such Indebtedness, and (ii) shall constitute not less than 75.0% of the aggregate consideration paid with respect to such asset; (i) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Subsidiary or Indebtedness attaching to assets that are acquired by the Borrower or any of its Restricted Subsidiaries Subsidiaries, in respect each case after the ClosingRestatement Effective Date as the result of letters of credita Permitted Acquisition, bank guaranteesprovided, bankers’ acceptancesthat (x) such Indebtedness existed at the time such Person became a Subsidiary or at the time such assets were acquired and, or similar instruments issued or in each case, was not created in the ordinary course of business, including anticipation thereof and (y) such Indebtedness is not guaranteed in any respect of workers compensation claims, health, disability or other employee benefits or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower Holdings or any of its Restricted SubsidiariesSubsidiaries and (ii) any Permitted Refinancing thereof; provided provided, that (1) the direct and contingent obligors with respect to such repurchaseIndebtedness are not changed and (2) such Indebtedness shall not be secured by any assets other than the assets securing the Indebtedness being renewed, redemption, extended or other acquisition or retirement is permitted by Section 6.08(a)(iii)refinanced; (rl) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings the type described in clause (or any direct or indirect parent thereofxi) of the Borrower or any of its Restricted Subsidiaries definition thereof incurred in the ordinary course of businessbusiness and not for speculation purposes; (sm) any Guarantee by the Borrower or a Restricted Subsidiary of other unsecured Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount not to exceed $5,000,000 50,000,000 at any time outstanding$50,000,000; and (xi) Indebtedness arising from agreements under the Second Lien Credit Agreement not to exceed the principal amount of Borrower or a Restricted Subsidiary providing for indemnification$180,000,000 plus accrued interest, adjustment provided that the net cash proceeds thereof are used to refinance the Senior Notes and pay related fee and expenses, (ii) Second Lien Incremental Indebtedness and (iii) any Permitted Refinancing Indebtedness in respect of purchase pricesuch Indebtedness in clauses (i) and (ii), earnout or similar obligationsand, in each case, incurred or assumed in connection with the acquisition or disposition of any businessguarantees thereof, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x)Guarantors.

Indebtedness. No Loan Party willNeither the Parent, any Borrower, nor will it permit any Restricted Subsidiary toother Credit Party shall, without the prior written consent of the Required Lenders, create, incur, assume assume, guarantee or suffer be or remain liable, contingently or otherwise with respect to exist any Recourse Indebtedness, except: : (a) the Secured Obligations; Indebtedness under this Agreement; (b) Indebtedness existing on of the date hereof and set forth in Schedule 6.01 and Parent, Parent Borrower, or Holdings under any extensionsHedging Obligations permitted under this Agreement, renewals, refinancings and replacements of any such Indebtedness in accordance with clause (f) hereof; (c) Indebtedness of the Parent or Parent Borrower whose recourse is solely for so-called “bad-boy” acts in respect to any Restricted Subsidiary and Indebtedness secured by Real Property of any Restricted Subsidiary its Subsidiaries, including without limitation, (i) failure to the Borrower account for a tenant’s security deposits, if any, for rent or any other Restricted Subsidiarypayment collected by a borrower from a tenant under the lease, provided that (i) Indebtedness all in accordance with the provisions of any Restricted Subsidiary that is not a Loan Party to the Borrower or any other Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany Note; (d) Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01applicable loan documents, (ii) Guarantees fraud or a material misrepresentation made by the a Borrower or other Loan Party Subsidiary thereof, or the holders of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness of the Borrower beneficial or any Restricted Subsidiary incurred to finance the acquisitionownership interests in such Subsidiary, construction or improvement of any fixed or capital assets (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of financing evidenced by the applicable loan documents; (iii) any such assets or secured attempt by a Lien on Borrower or any such assets prior Guarantor or Subsidiary thereof to divert or otherwise cause to be diverted any amounts payable to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness applicable lender in accordance with clause the applicable loan documents; (f) below; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (iiiv) the aggregate principal amount misappropriation or misapplication of Indebtedness permitted any insurance proceeds or condemnation awards relating to any Real Property securing such Indebtedness; (v) voluntary or involuntary bankruptcy by this clause a Borrower or any Guarantor or Subsidiary thereof; (evi) together any environmental matter(s) affecting any Real Property securing such Indebtedness; (vii) failure to deliver statements, schedules, reports, or books and records in accordance with the provisions of any Refinance Indebtedness applicable loan documents; (viii) failure to pay any deferred amounts in respect thereof permitted by clause accordance with the provisions of any applicable loan documents; (fix) below, shall not exceed the greater any material waste of any Real Property securing such Indebtedness; (x) $30,000,000 the failure to comply with any single purpose entity requirements in accordance with the provisions of any applicable loan documents; and (yxi) 5% the occurrence of Consolidated Total Assets (measured on a pro forma basis as any transfer of any interest in violation of the date such Indebtedness is incurred based on the consolidated balance sheet provisions of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; applicable loan documents; (fd) Indebtedness which represents extensions, renewals, refinancings for trade payables and replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (k) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and operating expenses reasonably incurred, in connection with such Refinance Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiaries, (iii) no Loan Party or any of its Restricted Subsidiaries that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees and interest) are (A) not, when taken as a whole, materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of 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 such Original Indebtedness; (g) 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; , (he) Indebtedness of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds the Parent and similar obligations, in each case provided in Parent Borrower under the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be Bridge Loans in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness; (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (j) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (k) Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding5.02; provided that such Indebtedness shall not be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current secured by or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or have as credit support any direct or indirect parent of interest in the Borrower permitted by Section 6.08Borrowers, in an aggregate amount not to exceed $5,000,000 the Borrowing Base Properties or Borrowing Base Property Owners or any Collateral; (f) at any time prior to the Collateral Termination Date but only to the extent that no Bridge Loans are then outstanding; and , Recourse Indebtedness of the Parent (x) Indebtedness arising from agreements of Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed other than the Obligations) in connection a principal amount permitted under Section 5.02(i); (g) from and after the Collateral Termination Date, Secured Recourse Indebtedness of the Parent so long as the Credit Parties remain in compliance with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Personfinancial covenants in Section 5.02; and (h) from and after the Collateral Termination Date, other than guarantees Unsecured Indebtedness of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on Credit Parties so long as the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to Credit Parties remain in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described financial covenants in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x)5.02.

Indebtedness. No Loan Party willThe Borrower will not, nor and will it not permit any Restricted Subsidiary to, create, incur, assume or suffer permit to exist any Indebtedness, except: (ai) Indebtedness created under the Secured ObligationsLoan Documents; (bii) Indebtedness existing on the date hereof Escrow Date and set forth in on Schedule 6.01 7.03(a) and any extensions, renewals, refinancings and replacements of any such Refinancing Indebtedness in accordance with clause (f) hereofrespect thereof; (ciii) Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary, ; provided that (iA) such Indebtedness of shall not have been transferred to any Restricted Subsidiary that is not a Loan Party to Person other than the Borrower or any other Loan Party shall be subject to Section 6.04 and Restricted Subsidiary, (iiB) any such Indebtedness of owing by any Loan Party to any a Restricted Subsidiary that is not a Loan Party shall be unsecured and subordinated in right of payment to the Secured Obligations pursuant to on terms customary for intercompany subordinated Indebtedness, as reasonably determined by the Global Intercompany Note; provided, further, that no Loan Party may make Administrative Agent and (C) any payment or pre-payment on the such Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany Noteshall be incurred in compliance with ‎Section 7.03(d); (div) Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the Borrower or other Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligationsincurred in compliance with ‎Section 7.03(d); (ev) Indebtedness of the Borrower or any Restricted Subsidiary (A) incurred to finance the acquisition, construction or improvement of any fixed or capital assets (whether or not constituting purchase money Indebtedness)assets, including Capital Capitalized 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 thereofObligations, and extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness is incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets or (iiB) assumed in connection with the acquisition of any fixed or capital assets, and Refinancing Indebtedness in respect of any of the foregoing; provided that the aggregate principal amount of Indebtedness permitted by this clause (e) ‎(v), together with any Refinance Indebtedness in respect thereof Sale-Leaseback Transactions permitted by clause (f) belowunder Section 7.03(e)(vii), shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 175,000,000 at any time outstanding; (fvi) Indebtedness which represents extensionsin respect of netting services, renewalsoverdraft protections, refinancings deposit and replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (k) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiaries, (iii) no Loan Party or any of its Restricted Subsidiaries that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees and interest) are (A) not, when taken as a whole, materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of 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 such Original Indebtedness; (g) 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 Personchecking accounts, in each case incurred case, in the ordinary course of business; (hvii) Indebtedness of any Loan Party in respect of performance bondsletters of credit, bid bonds, appeal bonds, surety bonds bank guarantees and similar obligations, in each case provided instruments issued for the account of the Borrower or any Restricted Subsidiary in the ordinary course of businessbusiness supporting obligations under workers’ compensation, unemployment insurance and other social security laws; (viii) Indebtedness of the Borrower or any Restricted Subsidiary in the form of bona fide purchase price adjustments or earn-outs incurred in connection with any Permitted Acquisition or other Investment permitted by ‎Section 7.03(d); (ix) the Existing Credit Agreement (prior to the Closing Date), the Existing Senior Notes, the Senior USD Notes, the Senior Euro Notes and any Refinancing Indebtedness in respect thereof; (x) Indebtedness owed to the Borrower with respect to any return of excess escrow funds; (xi) Indebtedness in connection with one or more standby letters of credit or performance or surety bonds or completion guarantees issued by the Borrower or a Restricted Subsidiary in the ordinary course of business or pursuant to self-insurance obligations and not in connection with the borrowing of money or the obtaining of advances or credit; (A) Permitted Debt; provided that: (i) so long as no Default or Event in the case of Default then exists or would result therefrom and Borrower shall be in compliance Indebtedness that is secured on a pro forma pari passu basis with the financial covenants set forth in Section 6.12 immediately Liens under the Loan Documents, after giving effect to the incurrence of such IndebtednessIndebtedness and any related transaction on a pro forma basis, additional unsecured the First Lien Net Leverage Ratio shall not exceed (x) 2.75 to 1.00 or (y) if such Indebtedness is incurred by in connection with a Permitted Acquisition, the greater of (A) 2.75 to 1.00 and (B) the First Lien Net Leverage Ratio in effect immediately prior thereto (in each case calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which Financial Statements have been delivered pursuant to ‎Section 7.01(a) (or, prior to the first delivery pursuant to Section 7.01(a), Section 5.02(d)(i))); provided that any such Indebtedness in the form of term loans shall be subject to the MFN Provision; (ii) in the case of Indebtedness that is secured on a junior basis to the Liens under the Loan Documents, after giving effect to the incurrence of such Indebtedness and its Restricted Subsidiaries any related transaction on a pro forma basis the Senior Secured Net Leverage Ratio shall not exceed (x) 2.75 to 1.00 or (y) if such Indebtedness is incurred in an aggregate principal amount not connection with a Permitted Acquisition, (A) the greater of (x) 2.75 to exceed an amount 1.00 and (B) the Senior Secured Net Leverage Ratio in effect immediately prior thereto (in each case calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which Financial Statements have been delivered pursuant to ‎Section 7.01(a) (or, prior to the first delivery pursuant to Section 7.01(a), Section 5.02(d)(i))); and (iii) in the case of Indebtedness that is unsecured, after giving effect to the incurrence of such that Indebtedness and any related transaction on a pro forma basis the Total Net Leverage Ratio calculated on a pro forma basis would shall not exceed a ratio equal to the ratio that is 0.25 (x) 5.50 to 1.00 lower than or (y) if such Indebtedness is incurred in connection with a Permitted Acquisition, (A) the greater of (x) 5.50 to 1.00 and (B) the Total Net Leverage Ratio set forth in Section 6.12 for effect immediately prior thereto (in each case calculated as of the last day of the fiscal quarter of the Borrower then most recently ended immediately preceding for which financial statements have been delivered pursuant to ‎Section 7.01(a) (or, prior to the date first delivery pursuant to Section 7.01(a), Section 5.02(d)(i))); provided, further that, for purposes of incurrence this clause ‎(xii), cash proceeds of Permitted Debt incurred at such time shall not be netted against the applicable amount of Consolidated First Lien Indebtedness, Consolidated Senior Secured Indebtedness or Consolidated Total Indebtedness, as applicable, for purposes of such Indebtedness; (j) Indebtedness calculation of any Person the First Lien Net Leverage Ratio, Senior Secured Net Leverage Ratio or Total Net Leverage Ratio, as applicable, at such time; provided, further, that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness of the Restricted Subsidiaries that are not Loan Parties permitted by this clause (j‎(xii) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (k) Indebtedness in an aggregate principal amount not exceeding outstanding the greater of (i) $20,000,000 and 50,000,000 or (iiy) 45.0% of Consolidated Total Net Tangible Assets (measured on a pro forma basis as at the time of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such dateincurrence) at any time outstanding;and (lB) Refinancing Indebtedness in respect of Swap Agreements permitted under Section 6.07Indebtedness incurred pursuant to clause ‎(A) above; (mxiii) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business[reserved]; (nxiv) Indebtedness incurred under leases of real property in respect of netting services, overdraft protections and otherwise in connection with deposit accountstenant improvements; (oxv) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a any Restricted Subsidiary that was incurred assumed in compliance connection with this covenant; provided, however, that if any Permitted Acquisition so long as such Indebtedness is by its express terms subordinated not incurred in right of payment to the Obligations or the Guarantee contemplation of such Restricted Subsidiary, as applicable, Permitted Acquisition and any such guarantee with Refinancing Indebtedness in respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guaranteethereof; (txvi) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) other Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and 175,000,000 at any time outstanding or (iiy) 116.0% of Consolidated Total Net Tangible Assets (measured on a pro forma basis as at the time of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Partiesincurrence); (vxvii) Contingent Indebtedness consisting of (A) the financing of insurance premiums and (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01business; (wxviii) unsecured Indebtedness to current obligations under any agreement governing the provision of treasury or former officerscash management services, managersincluding deposit accounts, consultantsovernight draft, directors credit cards, debit cards, p-cards (including purchasing cards and employeescommercial cards), their respective estatesfunds transfer, spouses or former spouses to automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance the purchase or redemption of Equity Interests or services and other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount not to exceed $5,000,000 at any time outstanding; andcash management services; (xxix) Indebtedness in the form of Swap Agreements permitted under ‎Section 7.03(m); (xx) Indebtedness arising from agreements of the Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout price or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or Capital Stock of a Restricted Subsidiary or other PersonSubsidiary, other than guarantees Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Capital Stock; provided, however, that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Borrower or such Restricted Subsidiary for in connection with such disposition; (xxi) Indebtedness of Foreign Subsidiaries (i) incurred to provide consideration for, or to provide all or any portion of the purpose funds or credit support utilized to consummate, a Permitted Acquisition or (ii) incurred in an aggregate principal amount outstanding at any one time not to exceed the greater of financing such acquisition(x) $100,000,000 or (y) 9.0% of Consolidated Net Tangible Assets (measured at the time of incurrence); (xxii) the Separation Obligations; provided that such Indebtedness is and (xxiii) any Assumed Liabilities (as defined in the Acquisition Agreement). The Borrower will not, and will not reflected on permit any Restricted Subsidiary to, issue any Disqualified Stock, other than, in the balance sheet case of Holdingsthe Restricted Subsidiaries, to the Borrower or any other Restricted Subsidiary; provided that any issuance of Equity Interests of any Restricted Subsidiary (contingent obligations referred that is not a Loan Party to in a footnote any Loan Party shall be subject to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)‎Section 7.03(d). For purposes of determining compliance with Section 6.01any restriction on the incurrence of Indebtedness in Dollars where Indebtedness is denominated in a different currency, the amount of such Indebtedness will be the Dollar Equivalent determined on the date of such determination. The principal amount of any Refinancing Indebtedness incurred in the event same currency as the Indebtedness being refinanced will be the Dollar Equivalent of the Indebtedness refinanced determined on the date such Indebtedness refinanced was initially incurred. Notwithstanding any other provision of this covenant, (i) increases in Indebtedness solely due to fluctuations in the exchange rate of currencies will not be deemed to exceed the maximum amount that an item of Indebtedness (the Borrower or any portion thereofRestricted Subsidiary may incur under this Section 7.03(a); and (ii) at any time, whether Indebtedness that is permitted at the time of incurrence or issuance or upon the application of all or as a portion result of the proceeds thereof or subsequently, meets the criteria measurement of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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 Consolidated Net Tangible Assets at such time. The , will not be deemed to exceed the maximum amount that the Borrower will be entitled to divide and classify an item or any Restricted Subsidiary may incur under the applicable subsection of Indebtedness this Section 7.03(a) solely as a result of a later decrease in more than one the amount of the types of Indebtedness described in clauses (b) through (x)Consolidated Net Tangible Assets.

Indebtedness. No Loan Party will(a) the Borrower will not, nor will it permit any Restricted Subsidiary to, directly or indirectly create, incur, issue, guarantee or assume or suffer to exist otherwise become directly or indirectly liable for any Indebtedness, contingently or otherwise, except: (ai) Indebtedness created under the Secured ObligationsLoan Documents; (bii) Indebtedness consisting of earn-outs, milestones and other similar deferred purchase price obligations; (iii) Indebtedness existing on the date hereof Effective Date and set forth in Schedule 6.01 6.01(iii) and any extensions, renewals, refinancings and replacements of any such Indebtedness in accordance with clause (f) hereofPermitted Refinancings thereof; (civ) Indebtedness of the Borrower owed to any Restricted Subsidiary Loan Party and of any Restricted Subsidiary Loan Party owed to the Borrower or any other Restricted Subsidiary, provided that (i) Indebtedness of any Restricted Subsidiary that is not a Loan Party to the Borrower or any other Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant to the Global Intercompany NoteParty; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany Note; (dv) Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary Loan Party and by of any Restricted Subsidiary Loan Party of Indebtedness of the Borrower or any other Restricted SubsidiarySubsidiary Loan Party, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the Borrower or other Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (evi) (A) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (whether or not constituting purchase money Indebtedness)assets, including Capital Lease Obligations Obligations, and any Indebtedness assumed by the Borrower or any 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, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness is incurred prior to or within 90 270 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by clauses (A) and (B) of this clause (evi) together shall not exceed $15,000,000 outstanding at any time; and (B) Permitted Refinancings thereof; (A) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided, that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with any Refinance such Person becoming a Subsidiary and (B) Permitted Refinancings thereof; provided further, that the aggregate amount of Indebtedness in respect thereof permitted by clause (f) belowunder this Section 6.01(a)(vii), shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding2,500,000; (f) Indebtedness which represents extensions, renewals, refinancings and replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (k) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiaries, (iii) no Loan Party or any of its Restricted Subsidiaries that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees and interest) are (A) not, when taken as a whole, materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of 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 such Original Indebtedness; (gviii) 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; (hix) Indebtedness of the Borrower or any Loan Party Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds bonds, performance and completion guarantees and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness; (jx) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness Loan Party pursuant to Swap Agreements permitted by this clause (j) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding6.14; (kxi) Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding[reserved]; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (rxii) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted and the Subsidiaries incurred in the ordinary course of business; (sA) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted any Subsidiary that was incurred Loan Party owed to any non-Loan Party Subsidiary existing on the Effective Date and set forth in compliance with this covenant; Schedule 6.01(xiii), (B) Indebtedness of any non-Loan Party Subsidiary owed to the Borrower or any Subsidiary Loan Party, provided, howeverthat the aggregate amount of Indebtedness under this Section 6.01(a)(xiii)(B), that if when taken together with Investments made under Section 6.04(a)(xvii)(C), shall not exceed $10,000,000 and (C) Indebtedness of the Borrower or any Subsidiary Loan Party owed to any non-Loan Party Subsidiary, provided, any such Indebtedness is by its express terms shall be unsecured and subordinated in right of payment to the payment in full of the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect pursuant to such Indebtedness shall be expressly subordinated in right of payment subordination terms reasonably satisfactory to the Obligations or such Restricted Subsidiary’s GuaranteeAdministrative Agent; (txiv) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing Indebtedness of the foregoingBorrower or a Subsidiary consisting of the financing of insurance premiums; (uxv) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties the Borrower or a Subsidiary in connection with cash management services (including netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and related or similar services or activities); (xvi) [reserved]; (xvii) the incurrence of Indebtedness resulting from endorsements of negotiable instruments for collection in the ordinary course of business; (xviii) additional Indebtedness in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount not to exceed $5,000,000 at any time outstanding; and (xxix) the incurrence of Indebtedness arising from agreements of the Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout holdback, contingency payment obligations or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees capital stock of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary Subsidiary. (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). b) For purposes of determining compliance with Section 6.016.01(a), in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b6.01(a)(i) through (xxix) 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 Section 6.01(b6.01(a)(i) through (xxix) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (bSection 6.01(a)(i) through (x)xix) above.

Indebtedness. No Loan Party will, nor will it permit any Restricted Subsidiary to, create, incur, assume incur or suffer to exist any Indebtedness, except: (a) the Secured Obligations; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals, refinancings renewals and replacements of any such Indebtedness in accordance with clause (f) hereof; (c) Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary, provided that (i) Indebtedness of any Restricted Subsidiary that is not a Loan Party to the Borrower or any other a Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of the Borrower to any Subsidiary and Indebtedness of any Subsidiary that is a Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant on terms reasonably satisfactory to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany NoteAdministrative Agent; (d) Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the Borrower or other any Subsidiary that is a Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations of the applicable Subsidiary on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (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 (including any Indebtedness of a Person that is acquired or merged with or into or consolidated with the Borrower or any Subsidiary of the Borrower or that becomes a Subsidiary of the Borrower that is existing at the time of such acquisition, merger or consolidation, provided that such Indebtedness is not incurred in contemplation thereof), and extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) belowhereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement improvement, (ii) any such Indebtedness does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital asset, (iii) such Indebtedness is secured by Liens permitted by Section 6.02(d) and otherwise unsecured; and (iiiv) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 2,000,000 at any time outstanding; (f) Indebtedness which represents extensionsan extension, renewals, refinancings and replacements refinancing or renewal (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Refinancing Indebtedness”) of any of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (ke) hereof (such Indebtedness being so extended, refinanced or renewed being referred to herein as the “Original Refinanced Indebtedness”); provided that, (i) such Refinance Refinancing Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except Refinanced Indebtedness (other than by an amount equal to unpaid accrued interest and premium thereon plus a reasonable premium, or other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtednessextension, refinancing or renewal as a result of, or in connection with, such extension, refinancing or renewal), (ii) any Liens securing such Refinance Refinanced Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted SubsidiariesParty, (iii) no Loan Party or any of its Restricted Subsidiaries that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Refinancing Indebtedness does not result in a shortening of the average weighted maturity of such Original Refinanced Indebtedness, (viv) the terms interest rate in respect of such Refinance Refinancing Indebtedness (other than fees and interest) are (A) notdoes not exceed the then prevailing market interest rates in respect of indebtedness similar to such Refinancing Indebtedness at the time of the incurrence thereof, when taken as a whole, materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (viv) if such Original Refinanced Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the subordination provisions in respect of such Refinance Refinancing Indebtedness must include subordination terms and conditions that are are, taken as a whole, at least as favorable to the Administrative Agent and the Lenders as those that were applicable to such Original Refinanced Indebtedness; (g) 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; (h) Indebtedness of the Borrower or any Loan Party of its Subsidiaries in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness; (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (j) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (k) Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness arising in respect of netting services, overdraft protections protection and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries arising 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08deposit account services, in an aggregate amount not to exceed $5,000,000 2,000,000 at any time outstanding; and; (xj) Indebtedness arising from agreements of Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary under Swap Agreements entered into for the purpose of financing such acquisition; mitigation of risks associated with fluctuations in interest rates, commodity prices or foreign exchange rates and not for speculative purposes; (k) indemnification obligations or obligations in respect of purchase price or other similar adjustments incurred by the Borrower and its Subsidiaries in connection with any transaction expressly permitted by Section 6.04 or Section 6.05; (l) Guarantees of obligations of Persons that are not Loan Parties to the extent permitted by Section 6.04 (other than clause (e) thereof); (m) Indebtedness of the Borrower to Holdings evidenced by the Parent Note, in an aggregate amount not to exceed at any time outstanding $175,000,000 plus the aggregate amount of interest paid thereon after the Original Closing Date that is reinvested by Holdings in the Borrower and is evidenced by the Parent Note, provided that such Indebtedness is not reflected on subordinated to the balance sheet of Holdings, Secured Obligations pursuant to the Borrower or any Restricted Subsidiary Intercompany Subordination Agreement; and (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereofn) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x)[intentionally omitted].

Indebtedness. No Loan Party willCreate, nor will it permit any Restricted Subsidiary to, create, incur, assume incur or suffer to exist any Indebtedness, except: (a) the Secured ObligationsObligations incurred by it; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 7.1 and any extensions, renewals, refinancings renewals and replacements of any such Indebtedness in accordance with clause (f) hereofSection 7.1(f); (c) Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary, provided that (i) Indebtedness of any Restricted Subsidiary that is not a Loan Party to the Borrower or to any other Subsidiary that is a Loan Party shall be subject to Section 6.04 and 7.4(e), (ii) Indebtedness of the Borrower to any Subsidiary and Indebtedness of any Subsidiary that is a Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant on terms reasonably satisfactory to the Global Intercompany Note; providedLender, further, that no and (iii) Indebtedness of any Subsidiary to any Loan Party or the Borrower shall be evidenced by an intercompany note (which may make any payment or pre-payment on the Indebtedness permitted under this clause (iibe a master grid note) unless the such payment or pre-payment is permitted pursuant delivered to the Global Intercompany NoteLender with an endorsement or allonge, as Collateral; (d) Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.017.1, (ii) Guarantees by the Borrower or other any Subsidiary that is a Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to the provision to Section 6.04 7.4(f) and (iii) Guarantees permitted under this clause (dSection 7.1(d) shall be subordinated to any Obligations of the Secured Obligations applicable Subsidiary on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (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, renewals and replacements of any such Indebtedness in accordance with clause (f) belowSection 7.1(f); provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (eSection 7.1(e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed $100,000 in principal amount or, when combined with the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as principal amount of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to permitted by Section 5.01 most recently on or prior to such date) 7.1(b), $200,000 in principal amount, in each case at any time outstanding; (f) Indebtedness which represents extensionsan extension, renewalsrefinancing, refinancings and replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) renewal of any of the Indebtedness described in clauses (b), (e), (f), (i), (jSections 7.1(b) and (k) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”7.1(e); provided that, (i) such Refinance Indebtedness does not increase the principal amount or interest rate of such Indebtedness is not increased above the Original Indebtedness, except by an maximum amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with of such Refinance IndebtednessIndebtedness then or previously permitted hereunder, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted SubsidiariesParty, (iii) no Loan Party or any of its Restricted Subsidiaries that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtednessthereto, (iv) such Refinance Indebtedness extension, refinancing or renewal does not result in a shortening of the average weighted maturity of such Original Indebtednessthe Indebtedness so extended, refinanced or renewed, (v) the terms of any such Refinance Indebtedness (other than fees and interest) extension, refinancing, or renewal are (A) not, when taken as a whole, materially not less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (viiv) if such Original the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Secured Obligations, then the terms and conditions of such Refinance the refinancing, renewal, or extension Indebtedness must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders Lender as those that were applicable to such Original the refinanced, renewed, or extended Indebtedness; (g) 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;; and (h) Indebtedness of the Borrower or any Loan Party Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness; (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (j) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (k) Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount not to exceed $5,000,000 at any time outstanding; and (x) Indebtedness arising from agreements of Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x).

Indebtedness. No Loan Party will, nor will it permit any Restricted Subsidiary to, create, incur, assume incur or suffer to exist any Indebtedness, Indebtedness except: (a) the Secured Obligations; (b) Indebtedness existing or available for draw on the date hereof and set forth in on Schedule 6.01 and any extensions, renewals, refinancings and replacements of any such Indebtedness in accordance with clause (f) hereof6.01; (c) Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary; provided, provided that (i) Indebtedness of any Restricted Subsidiary that is not a Loan Party to the Borrower or to any other Subsidiary that is a Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of any a Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant on terms reasonably satisfactory to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany NoteAdministrative Agent; (d) Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary; provided, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the Borrower or other any Subsidiary that is a Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 and 6.04, (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (including any accessions, additions, parts, fixtures, improvements and attachments thereto) (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition (including by way of any Permitted Acquisition) of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) belowhereof; provided that provided, that, (i) at the time of the incurrence of such Indebtedness, no Default or Event of Default shall have occurred or be continuing, or would result therefrom, (ii) such Indebtedness is incurred prior to or within 90 ninety (90) days after such acquisition or the completion of such construction or improvement and (iiiii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 50.0 million at any time outstanding; (f) Indebtedness which represents extensionsan extension, renewalsrefinancing, refinancings and replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) renewal of any of the Indebtedness described in clauses (b), (e)) or (s) hereof; provided, (f), (i), (j) and (k) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, (i) the aggregate principal amount of such Refinance Indebtedness does not increase exceed the principal amount of such Indebtedness being refinanced plus the amount of any interest, premiums or interest rate of the Original Indebtedness, except by an amount equal penalties required to unpaid accrued interest and premium thereon be paid plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtednessassociated therewith, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party (or, if no Liens secure such Indebtedness being extended, refinanced or an of its Restricted Subsidiariesrenewed, no Liens secure such Indebtedness), (iii) no Loan Party or any of its Restricted Subsidiaries that is not originally obligated (or required to become obligated) with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtednessthereto, (iv) such Refinance Indebtedness extension, refinancing or renewal does not result in a shortening of the average weighted maturity of such Original Indebtednessthe Indebtedness so extended, refinanced or renewed, (v) the terms of any such Refinance Indebtedness (other than fees and interest) extension, refinancing, or renewal are (A) not, when taken as a whole, not materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness Indebtedness, taken as a whole, and (vi) if such Original the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Secured Obligations, then the terms and conditions of such Refinance the refinancing, renewal, or 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 such Original the refinanced, renewed, or extended Indebtedness; (g) 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 Personperson, in each case case, incurred in the ordinary course of business; (h) Indebtedness of the Borrower or any Loan Party Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligationsobligation, in each case provided in the ordinary course of business; (i) Indebtedness or Guarantees of the Borrower or any Subsidiary in connection with any Swap Agreement permitted under Section 6.06; (j) Indebtedness arising from customary agreements providing for indemnification, adjustment of purchase price, earnout, deferred purchase price or similar obligations in connection with acquisitions or dispositions of any business or assets by or of the Borrower or any Subsidiary permitted hereunder; (k) Judgments entered against the Borrower or any Subsidiary to the extent not constituting an Event of Default; (l) Indebtedness or Guarantees incurred in the ordinary course of business in connection with cash pooling, netting and cash management arrangements consisting of overdrafts or similar arrangements; provided that any such Indebtedness does not consist of Indebtedness for borrowed money and is owed to the financial institutions providing such arrangements; (m) so long as at the time of incurrence thereof, no Default or Event of Default then exists has occurred and is continuing or would result therefrom and therefrom, Indebtedness of Foreign Subsidiaries to finance the working capital needs of such Foreign Subsidiaries; provided, that the aggregate outstanding principal amount of such Indebtedness shall not exceed $20.0 million (or the equivalent thereof) at any time; (n) Deferred Acquisition Consideration in connection with Permitted Acquisitions; (o) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Subsidiary or Indebtedness attaching to assets that are acquired by Borrower or any of its Subsidiaries, in each case as the result of a Permitted Acquisition; provided, that (i) at the time of such Permitted Acquisition, no Default or Event of Default shall have occurred or be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to continuing, or would result from the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness; (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (iii) such Indebtedness exists existed at the time such Person becomes became a Restricted Subsidiary and is or at the time such assets were acquired and, in each case, was not created in contemplation of or anticipation thereof and (iii) such Indebtedness incurred in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (j) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, single Permitted Acquisition shall not exceed the greater of (x) $10,000,000 20.0 million and (y) 2% the aggregate amount of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is permitted to be incurred based on the consolidated balance sheet shall under this clause (o) not exceed $50.0 million; (p) Indebtedness of the Borrower and its Restricted Subsidiaries delivered pursuant or any Subsidiary in connection with any Guarantees given by them, or any letters of credit or bank guarantees issued by any bank or financial institution, in favor of any Governmental Authority to Section 5.01 most recently on secure the payment of Taxes owed by the Borrower or prior any Subsidiary to such date) at any time outstandingGovernmental Authorities; (kq) Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred with corporate credit cards in the ordinary course of business; (nr) so long as at the time of incurrence thereof no Default or Event of Default has occurred and is continuing or would result therefrom, Indebtedness in with respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in respect of to letters of credit, bank guarantees, bankers’ acceptancesbanker’s acceptances and similar instruments, or so long as the aggregate face amount of all such letters of credit, bank guarantees, banker’s acceptances and similar instruments does not exceed $10.0 million at any time; (s) so long as at the time of incurrence thereof no Default or Event of Default has occurred and is continuing or would result therefrom, Indebtedness consisting of promissory notes issued to current or created former officers, directors and employees (or their respective family members, estates or trusts or other entities for the benefit of any of the foregoing) of the Borrower or its Subsidiaries to purchase or redeem Equity Interests or options of the Borrower permitted pursuant to Section 6.07(a)(viii); provided that the aggregate principal amount of all such Indebtedness shall not exceed $5.0 million at any time outstanding; (t) Indebtedness consisting of the financing of insurance premiums and obligations of the Borrower or any Subsidiary to pay insurance premiums arising in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued business and not in connection with the repurchase, redemption or other acquisition or retirement borrowing of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiariesmoney; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing;and (u) so long as at the time of incurrence thereof no Default or Event of Default has occurred and is continuing or would result therefrom, other Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) exceeding $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 25.0 million at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount not to exceed $5,000,000 at any time outstanding; and (x) Indebtedness arising from agreements of Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x).

Indebtedness. No Loan Such Credit Party willwill not, nor and will it not permit any Restricted Subsidiary of its Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtednessother Indebtedness or liability on account of borrowed money, except:represented by any notes, bonds, debentures or similar obligations, or on account of the deferred purchase price of any property, or any other deposits, advance or progress payments under contracts, except (without duplication so that Indebtedness that meets any one of the exceptions below shall not count against any other exception below): (a) Indebtedness arising or existing under this Credit Agreement, the Secured Obligationsother Credit Documents, the Revolving Credit Facility, the Existing Target Credit Agreement and the Term Loan Facility and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (b) Indebtedness of the Credit Parties and their Subsidiaries consisting of Capital Lease Obligations or Indebtedness incurred to provide all or a portion of the purchase price or cost of construction of an asset; provided that (i) such Indebtedness when incurred shall not exceed the purchase price or cost of construction of such asset and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing, except, in either case, to the extent such Indebtedness is secured by Liens permitted under Section 6.02; (c) Indebtedness of any Credit Party to any other Credit Party or any Subsidiary of any Credit Party or of any Subsidiary of any Credit Party to any Credit Party or any other Subsidiary of any Credit Party; (d) Indebtedness secured by Liens to the extent permitted under Section 6.02; (e) Other unsecured Indebtedness of the Credit Parties and their Subsidiaries; provided that, in the case of such Indebtedness incurred by any Credit Party, such Indebtedness is not senior in right of payment to the payment of the Indebtedness arising or existing under this Credit Agreement and the other Credit Documents; and (f) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals, refinancings and replacements of any such Indebtedness in accordance with clause (f) hereof; (c) Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary, provided that (i) Indebtedness of any Restricted Subsidiary that is not a Loan Party to the Borrower or any other Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany Note; (d) Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the Borrower or other Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (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, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (f) Indebtedness which represents extensions, renewals, refinancings and replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (k) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, (i) such Refinance Indebtedness does do not increase the outstanding principal amount or interest rate of the Original Indebtedness, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiaries, (iii) no Loan Party or any of its Restricted Subsidiaries that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees and interest) are (A) not, when taken as a whole, materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of 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 such Original Indebtedness; (g) 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; (h) Indebtedness of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness; (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (j) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (k) Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount not to exceed $5,000,000 at any time outstanding; and (x) Indebtedness arising from agreements of Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x).

Indebtedness. No Loan Party will, nor will it permit any Restricted Subsidiary of its Subsidiaries to, create, incur, assume incur or suffer to exist any Indebtedness, except: (a) the Secured Obligations; (b) Indebtedness existing on the date hereof and set forth in on Schedule 6.01 and any extensions, renewals, refinancings renewals and replacements of any such Indebtedness in accordance with clause (f) hereof; (c) Indebtedness of the any Borrower to any Restricted Subsidiary or any other Borrower and of any Restricted Subsidiary to the any Borrower or any other Restricted Subsidiary, provided that (i) Indebtedness of any Restricted Subsidiary that is not a Loan Party to the any Borrower or any other Subsidiary that is a Loan Party shall be subject to Section 6.04 6.04(d), Section 6.04(f) and Section 6.04(g) and (ii) Indebtedness of any Borrower to any Subsidiary and Indebtedness of any Subsidiary that is a Loan Party to any Restricted Borrower or to any other Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant on terms reasonably satisfactory to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany NoteAdministrative Agent; (d) Guarantees by the any Borrower of Indebtedness of any Restricted Subsidiary or any other Borrower and by any Restricted Subsidiary of Indebtedness of the any Borrower or any other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the any Borrower or other any Subsidiary that is a Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 6.04(e) and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations of the applicable Subsidiary if, and on the same terms as as, the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness of the any Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (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, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness is incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause paragraph (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed (A) in the greater case of any Capital Lease Obligations incurred or outstanding in respect of the Global Headquarters (x) together with Capital Lease Obligations outstanding in respect of the Global Headquarters listed on Schedule 6.01), $30,000,000 175,000,000 and (yB) 5% of Consolidated Total Assets other than as referred to in clause (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower A) above and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) Schedule 6.01, $150,000,000, in each case at any time outstanding; (f) Indebtedness which represents extensionsan extension, renewalsrefinancing, refinancings and replacements (such Indebtedness being so extended, renewed, refinanced replacement or replaced being referred to herein as the “Refinance Indebtedness”) renewal of any of the Indebtedness described in clauses paragraphs (b), (e), (f), (i), (j), (k), (l) and (km) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”)of this Section 6.01; provided that, unless otherwise expressly permitted by this Section 6.01, (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance IndebtednessIndebtedness is not increased, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an any of its Restricted their respective Subsidiaries, (iii) no Loan Party or Subsidiary of any of its Restricted Subsidiaries Loan Party that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtednessthereto, (iv) such Refinance Indebtedness extension, refinancing or renewal does not result in a shortening of the average weighted maturity of such Original Indebtednessthe Indebtedness so extended, refinanced or renewed, (v) the terms of any such Refinance Indebtedness extension, refinancing, or renewal (other than fees and interesttaken as a whole) are (A) notnot more restrictive, when taken as a whole, materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness this Agreement and (viiv) if such Original the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Secured Obligations, then the terms and conditions of such Refinance the refinancing, renewal, or 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 such Original the refinanced, renewed, or extended Indebtedness; (g) 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 Personperson, in each case incurred in the ordinary course of business; (h) Indebtedness of any Loan Party Borrower or any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as Indebtedness of the Company or any other US Loan Party; provided that both immediately before and immediately after giving pro forma effect thereto (i) no Default or Event of Default then exists or would result therefrom shall have occurred and Borrower be continuing and (ii) the Company shall be in compliance with Section 6.15 (determined on a pro forma basis with Pro Forma Basis in respect of the financial covenants set forth Test Period in Section 6.12 immediately after giving effect at such time, to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by extent applicable); provided further the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would of Indebtedness permitted by this paragraph (i) shall not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness$500,000,000 at any time outstanding; (j) unsecured or subordinated Indebtedness of the Company having no scheduled principal payments or prepayments prior to the Maturity Date; provided that both immediately before and immediately after giving pro forma effect thereto (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Company shall be in compliance with Section 6.15 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time, to the extent applicable); provided further the aggregate principal amount of Indebtedness permitted by this paragraph (j) shall not exceed $500,000,000 at any time outstanding; (k) Indebtedness of Foreign Subsidiaries; provided that the aggregate principal amount of Indebtedness permitted by this paragraph (k) shall not exceed $250,000,000 at any time outstanding; provided further that the aggregate principal amount of Indebtedness of the European Borrowers permitted by this paragraph (k) shall not exceed $50,000,000 at any time outstanding; (l) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or such assets being acquired and (ii) the aggregate principal amount of Indebtedness permitted by this clause paragraph (jl) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 100,000,000 at any time outstanding; (km) intercompany Indebtedness in an aggregate principal amount not exceeding of the greater of Company or any Subsidiary incurred to effectuate the Foreign Reorganization; and (n) (i) $20,000,000 other unsecured Indebtedness not otherwise permitted by this Section 6.01 and (ii) 4% Capital Lease Obligations; provided the aggregate principal amount of Consolidated Total Assets all Indebtedness permitted by this paragraph (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such daten) shall not exceed $150,000,000 at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount not to exceed $5,000,000 at any time outstanding; and (x) Indebtedness arising from agreements of Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x).

Indebtedness. No Loan Party willThe Lead Borrower shall not, nor will shall it permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, assume or suffer otherwise become or remain liable with respect to exist any Indebtedness, except: (a) the Secured ObligationsObligations (including any Additional Revolving Loans and/or Additional Revolving Commitments); (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals, refinancings and replacements of any such Indebtedness in accordance with clause (f) hereof; (c) Indebtedness of the Lead Borrower to any Restricted Subsidiary and and/or of any Restricted Subsidiary to the Lead Borrower or any other Restricted Subsidiary, ; provided that (i) in the case of any Indebtedness of any Restricted Subsidiary that is not a Loan Party owing to the Borrower or any other a Loan Party Party, such Indebtedness shall be subject to permitted as an Investment by Section 6.04 and (ii) 6.06; provided further that any Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party shall must be expressly subordinated to the Secured Obligations pursuant of such Loan Party; (c) [Reserved]; (i) Indebtedness arising from any agreement providing for indemnification, adjustment of purchase price or similar obligations (including contingent earn-out obligations) incurred in connection with any Disposition permitted hereunder, any acquisition permitted hereunder or consummated prior to the Global Intercompany Note; providedClosing Date or any other purchase of assets or Capital Stock, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause and (ii) unless Indebtedness arising from guaranties, letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments securing the such payment or pre-payment is permitted pursuant to the Global Intercompany Note; (d) Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness performance of the Lead Borrower or any other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the Borrower or other Loan Party of Indebtedness of any such Restricted Subsidiary that is not a Loan Party shall be subject pursuant to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligationsany such agreement; (e) Indebtedness of the Lead Borrower or and/or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (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, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (f) Indebtedness which represents extensionstenders, renewals, refinancings and replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (k) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiaries, (iii) no Loan Party or any of its Restricted Subsidiaries that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees and interest) are (A) not, when taken as a whole, materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of 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 such Original Indebtedness; (g) 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; (h) Indebtedness of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar statutory obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtednessbids, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness; (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (j) together with any Refinance Indebtedness in respect thereof permitted by clause (f) aboveleases, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (k) Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guarantiesgovernmental contracts, performancetrade contracts, surety, statutorystay, appeal customs, appeal, performance and/or return of money bonds or other similar obligations incurred in the ordinary course of business; , (nii) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guaranteesguaranties, bankers’ acceptancessurety bonds, performance bonds or similar instruments issued to support any of the foregoing items and (iii) in respect of commercial and trade letters of credit; (f) Indebtedness of the Lead Borrower and/or any Restricted Subsidiary in respect of commercial credit cards, stored value cards, purchasing cards, treasury management services, netting services, overdraft protections, check drawing services, automated payment services (including depository, overdraft, controlled disbursement, ACH transactions, return items and interstate depository network services), employee credit card programs, cash pooling services and any arrangements or created services similar to any of the foregoing and/or otherwise in connection with Cash management and Deposit Accounts, including Banking Services Obligations and dealer incentive, supplier finance or similar programs; (i) guaranties by the Lead Borrower and/or any Restricted Subsidiary of the obligations of suppliers, customers and licensees in the ordinary course of business, including (ii) Indebtedness incurred in the ordinary course of business in respect of workers compensation claims, health, disability obligations of the Lead Borrower and/or any Restricted Subsidiary to pay the deferred purchase price of goods or other employee benefits services or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued progress payments in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); goods and services and (riii) Indebtedness representing deferred compensation in respect of letters of credit, bankers’ acceptances, bank guaranties or similar arrangements to employees of Holdings (instruments supporting trade payables, warehouse receipts or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred similar facilities entered into in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount not to exceed $5,000,000 at any time outstanding; and (x) Indebtedness arising from agreements of Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x).

Indebtedness. No Loan Party will, nor will it permit any of its Restricted Subsidiary Subsidiaries to, create, incur, assume incur or suffer to exist any Indebtedness, except: (a) the Secured Obligations; (b) Indebtedness existing on the date hereof Third Restatement Date and set forth in on Schedule 6.01 and any extensions, renewals, refinancings renewals and replacements of any such Indebtedness in accordance with clause (f) hereof; (c) Indebtedness of the any Borrower to any Restricted Subsidiary or any other Borrower and of any Restricted Subsidiary to the any Borrower or any other Restricted Subsidiary, provided that (i) Indebtedness of any Restricted Subsidiary that is not a Loan Party to the any Borrower or any other Restricted Subsidiary that is a Loan Party shall be subject to Section 6.04 6.04(d), Section 6.04(f) and Section 6.04(g) and (ii) Indebtedness of any Borrower to any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary that is a Loan Party to any Borrower or to any other Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant on terms reasonably satisfactory to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany NoteAdministrative Agent; (d) Guarantees by the any Borrower of Indebtedness of any Restricted Subsidiary or any other Borrower and by any Restricted Subsidiary of Indebtedness of the any Borrower or any other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the any Borrower or other any Restricted Subsidiary that is a Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 6.04(e) and Section 6.04(f) and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations of the applicable Restricted Subsidiary if, and on the same terms as as, the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness of the any Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (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, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness is incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause paragraph (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 200,000,000 at any time outstanding; (f) Indebtedness which represents extensionsan extension, renewalsrefinancing, refinancings and replacements (such Indebtedness being so extended, renewed, refinanced replacement or replaced being referred to herein as the “Refinance Indebtedness”) renewal of any of the Indebtedness described in clauses paragraphs (b), (e), (f), (i), (j), (k), (l) and (km) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”)of this Section 6.01; provided that, unless otherwise expressly permitted by this Section 6.01, (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance IndebtednessIndebtedness is not increased, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an any of its their respective Restricted Subsidiaries, (iii) no Loan Party or Restricted Subsidiary of any of its Restricted Subsidiaries Loan Party that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtednessthereto, (iv) such Refinance Indebtedness extension, refinancing or renewal does not result in a shortening of the average weighted maturity of such Original Indebtednessthe Indebtedness so extended, refinanced or renewed, (v) the terms of any such Refinance Indebtedness extension, refinancing, or renewal (other than fees and interesttaken as a whole) are (A) notnot more restrictive, when taken as a whole, materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness this Agreement and (vi) if such Original the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Secured Obligations, then the terms and conditions of such Refinance the refinancing, renewal, or 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 such Original the refinanced, renewed, or extended Indebtedness; (g) 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 Personperson, in each case incurred in the ordinary course of business; (h) Indebtedness of any Loan Party Borrower or any Restricted Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as any Indebtedness of the Company or any other US Loan Party with a maturity date no earlier than 91 days outside the Latest Maturity Date (at the time of incurrence thereof); provided that with respect to Indebtedness incurred pursuant to Section 6.01(i), both immediately before and immediately after giving pro forma effect thereto (i) no Default or Event of Default then exists or would result therefrom shall have occurred and Borrower be continuing and (ii) the Company shall be in compliance with Section 6.15 (determined on a pro forma basis with Pro Forma Basis in respect of the financial covenants set forth Test Period in Section 6.12 immediately after giving effect at such time, to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by extent applicable); provided further that the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would of Indebtedness permitted by clause (y) of this paragraph (i) shall not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness$750,000,000 at any time outstanding; (j) unsecured or subordinated Indebtedness of the Company or any US Loan Party having no scheduled principal payments or prepayments (other than pursuant to customary change of control or asset sale offer provisions) prior to the Latest Maturity Date (at the time of incurrence thereof); provided that both immediately before and immediately after giving pro forma effect thereto (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Company shall be in compliance with Section 6.15 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time, to the extent applicable); provided further the aggregate principal amount of Indebtedness permitted by this paragraph (j) shall not exceed $750,000,000 at any time outstanding; (k) Indebtedness of Foreign Subsidiaries; provided that the aggregate principal amount of Indebtedness permitted by this paragraph (k) shall not exceed $250,000,000 at any time outstanding; provided further that the aggregate principal amount of Indebtedness of the Canadian Borrowers permitted by this paragraph (k) shall not exceed $50,000,000 at any time outstanding; (l) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or such assets being acquired and (ii) the aggregate principal amount of Indebtedness permitted by this clause paragraph (jl) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 250,000,000 at any time outstanding; (km) on or after consummation of the Corporate Reorganization, Guarantees by the Ultimate Parent of (i) Indebtedness or other obligations Guaranteed by a US Loan Party as of the Third Restatement Date as set forth on Part A of Schedule 6.01 and (ii) obligations in respect of the UK Pension Transactions Guaranteed by a US Loan Party as of the Third Restatement Date; (n) Indebtedness incurred pursuant to a Permitted Foreign Subsidiary Factoring Facility; (o) (i) other unsecured Indebtedness not otherwise permitted by this Section 6.01 and (ii) Capital Lease Obligations; provided the aggregate principal amount of all Indebtedness permitted by this paragraph (o) shall not exceed $150,000,000 at any time outstanding; (p) Indebtedness of any Loan Party and their respective Subsidiaries with respect to loans made to such Loan Party or Restricted Subsidiary on the cash surrender value of life insurance policies of employee and former employees of any Loan Party or Restricted Subsidiary or Specified Excluded Subsidiary in the ordinary course of business; provided that the aggregate principal amount of all Indebtedness permitted by this paragraph (p) shall not exceed the cash surrender value (without giving effect of such loan) of such policies; (q) to the extent constituting Indebtedness, obligations arising from any Permitted Bundled Contract Sale; provided that notwithstanding anything to the contrary in this Agreement, in no event shall the Borrower or any of its Restricted Subsidiaries Guarantee any of such Indebtedness other than pursuant to Standard Undertakings; (r) unsecured Guarantees by any Borrower or any Restricted Subsidiary of Indebtedness of any Joint Venture, provided that such Guarantees shall be subject to Section 6.04(e) and Section 6.04(f); (s) unsecured Guarantees by any Borrower or any Restricted Subsidiary of Indebtedness of any Unrestricted Subsidiary; provided that both immediately before and immediately after giving pro forma effect thereto, no Default or Event of Default shall have occurred and be continuing and either (i) (A) the Fixed Charge Coverage Ratio for the Test Period in effect at the time such investment is to occur is at least 1.00 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (B) Aggregate Availability shall be at least $250,000,000 or (ii) Liquidity shall be at least $500,000,000, including Aggregate Availability of at least $400,000,000; (t) Life Insurance Premium Loans; provided that each Life Insurance Premium Loan shall be repaid no later than the last day of the first full fiscal quarter after such Life Insurance Premium Loan is incurred; and (u) other Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 10,000,000 at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount not to exceed $5,000,000 at any time outstanding; and (x) Indebtedness arising from agreements of Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x).

Indebtedness. No Loan Party will, nor will it permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any Indebtedness, except: (a) the Secured Obligations; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals, refinancings and replacements of any such Indebtedness in accordance with clause (f) hereof; (c) Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary, provided that (i) Indebtedness of any Restricted Subsidiary that is not a Loan Party to the Borrower or any other Loan Party shall be subject to incurred in compliance with Section 6.04 and (ii) Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant on terms reasonably satisfactory to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany NoteAdministrative Agent; (d) Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the Borrower or any other Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to incurred in compliance with Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms as and to the extent the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (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, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Refinancing Indebtedness in respect thereof permitted by clause (f) below, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 2,500,000 at any time outstanding; (f) Refinancing Indebtedness which represents extensions, renewals, refinancings and replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred with respect to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses clause (b), (e), (f), and (i), (j) and (k) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiaries, (iii) no Loan Party or any of its Restricted Subsidiaries that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees and interest) are (A) not, when taken as a whole, materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of 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 such Original Indebtedness; (g) Indebtedness owed to any Person providing workers’ compensation, health, disability disability, unemployment insurance or other employee benefits or social security laws 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; (h) Indebtedness of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness; (j) Indebtedness of any Person that becomes a Restricted Subsidiary or Indebtedness of any person that is assumed by any Subsidiary in connection with a merger or acquisition of assets by such Subsidiary after the date hereofhereof that is otherwise permitted by this Agreement; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary (or is so merged or such assets are acquired) and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary (or such merger or such assets being acquired), and (ii) the aggregate principal amount Borrower is in pro forma compliance with the covenants set forth Section 6.12 after giving effect to such merger or acquisition and the incurrence of such Indebtedness permitted (as evidenced by this clause a written certification of the Borrower delivered to the Administrative Agent prior to any such merger or acquisition); (j) together with any Refinance Indebtedness in respect thereof permitted by clause Earn-outs (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or including Earn-outs existing prior to such datethe Effective Date as set forth on Schedule 6.01) at any time outstandingand unsecured Subordinated Indebtedness incurred in connection with Permitted Acquisitions; (k) Indebtedness in an aggregate principal amount not exceeding the greater incurrence by any Loan Party of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered Swap Obligations permitted pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding6.07; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred incurrence by 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount not to exceed $5,000,000 at any time outstanding; and (x) Indebtedness arising from agreements of Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Borrower or any of its Subsidiaries pursuant to such a, in each case, any case incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, (other than guarantees Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition), so long as the principal amount does not exceed the gross proceeds actually received by the Borrower or any Subsidiary thereof in connection with such disposition; (m) the incurrence by the Borrower or any of its Subsidiaries of 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, or in connection with any automated clearing house transfer of funds; provided, however, that such Indebtedness is extinguished within 10 days of its incurrence; (n) Indebtedness arising in connection with customary cash management services and from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds, in each case in the ordinary course of business; provided that such Indebtedness is not reflected on the balance sheet of Holdings, extinguished within five Business Days after its incurrence; (o) customer deposits and advance payments received by the Borrower or any Restricted Subsidiary in the ordinary course of business from customers for goods or services purchased in the ordinary course of business; (contingent obligations referred p) Indebtedness representing deferred compensation, stock-based compensation or retirement benefits to employees of the Borrower or any Subsidiary incurred in a footnote the ordinary course of business; and (q) Indebtedness (including guarantees, bonding, documentary or stand-by letters of credit, short term loans, foreign currency facilities, credit card facilities or any other facility or accommodation used for the effective cash management and/or day to financial statements day operation of the business of the Borrower’s and its Subsidiaries) used as part of the ordinary operation of the business of the Loan Parties which is intraday, or, if not intraday, only to the extent it involves Funded Indebtedness up to $5,000,000 in aggregate for the Loan Parties at any time; (r) Subordinated Indebtedness on terms acceptable to the Administrative Agent; and (s) other Indebtedness of Loan Parties and Subsidiaries not otherwise reflected on the balance sheet will described above in an aggregate amount at any time outstanding not be deemed to be reflected as Indebtedness on such balance sheet for purposes in excess of this clause (x))$5,000,000. For purposes of determining compliance with this Section 6.01, in the event that if an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories types of permitted Indebtedness described in Section 6.01(b) through (x) abovethe above clauses, the Borrower, in its sole reasonable discretion, will classify shall classify, and from time to time may subsequently reclassify reclassify, such item of Indebtedness (or any portion thereof) in any one or more of the types of Indebtedness described in Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x)such clauses.

Indebtedness. No Loan Party willThe Borrower will not, nor and will it not permit any Restricted Subsidiary to, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) the Secured ObligationsIndebtedness created hereunder; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals, refinancings renewals and replacements of any such Indebtedness in accordance with clause (f) hereofthat do not increase the outstanding principal amount thereof; (c) Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary, ; provided that (i) Indebtedness of any Restricted Subsidiary that is not a Loan Party to the Borrower or any other Loan Party shall be subject to Section 6.04 and (ii) other than the Biovail SA Indebtedness, Indebtedness of the Borrower or any other Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant on terms reasonably satisfactory to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany NoteAdministrative Agent; (d) Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary, ; provided that (i) the Indebtedness so Guaranteed guaranteed is permitted by this Section 6.01, (ii) Guarantees by the any Borrower or any other Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations of the applicable Subsidiary on the same terms as the Indebtedness so Guaranteed guaranteed is subordinated to the Secured Obligations; (e) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (whether or not constituting purchase money Indebtedness)assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) belowthat do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement improvement, and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 40,000,000 at any time outstanding; (f) Indebtedness which represents extensions, renewals, refinancings and replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (k) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiaries, (iii) no Loan Party or any of its Restricted Subsidiaries that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees and interest) are (A) not, when taken as a whole, materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of 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 such Original Indebtedness; (g) 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; (h) Indebtedness of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness; (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (j) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 25,000,000 at any time outstanding; (kg) Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted any Subsidiary that was incurred as an account party in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right respect of payment to the Obligations or the Guarantee trade letters of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guaranteecredit; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (uh) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed evidenced by the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount not to exceed $5,000,000 at any time outstandingConvertible Notes; and (xi) any other unsecured Indebtedness arising from agreements of Borrower or a Restricted Subsidiary providing including, for indemnificationgreater certainty only, adjustment of any unsecured and deferred purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed price to be reflected as Indebtedness on such balance sheet for purposes paid in respect of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x)Permitted Acquisitions.

Indebtedness. No Loan Party will, nor will it permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any Indebtedness, except: (a) the Secured Obligations; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals, refinancings and replacements of any such Indebtedness in accordance with clause (f) hereof; (c) Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary, provided that (i) Indebtedness of any Restricted Subsidiary that is not a Loan Party to the Borrower or any other Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant on terms reasonably satisfactory to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany NoteAdministrative Agent; (d) Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the Borrower or any other Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (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, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 1,000,000 at any time outstanding; (f) Indebtedness which represents extensions, renewals, refinancings and refinancing or replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (ke) and (i) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, that (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original IndebtednessIndebtedness (other than in the case of the Term Loan Obligations, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtednessas permitted under the Intercreditor Agreement), (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiariesany Subsidiary not secured thereby prior to the date that such Refinance Indebtedness becomes effective, (iii) no Loan Party or any of its Restricted Subsidiaries Subsidiary that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees and interest) are (A) not, when taken as a whole, not materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of 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 such Original Indebtedness; (g) 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; (h) Indebtedness of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries Term Loan Obligations in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to Term Loan Cap (as defined in the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such IndebtednessIntercreditor Agreement); (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that Guarantees (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is including but not created in contemplation of limited to repurchase or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted remarketing obligations by this clause (j) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (k) Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount not to exceed $5,000,000 incurred in the ordinary course of business consistent with past practice of Indebtedness related to floor plan financing incurred by a franchise dealer, or other purchaser or lessor, for the purchase of Inventory manufactured or sold by Borrower, the proceeds of which Indebtedness is used solely to pay the purchase price of such Inventory by such franchise dealer or other purchaser or lessor and any related reasonable fees and expenses (including financing fees); provided, however, that (i) to the extent commercially practicable, the Indebtedness so Guaranteed is secured by a perfected first priority Lien on such Inventory in favor of the holder of such Indebtedness and (ii) if Borrower is required to make payment with respect to such Guarantee, Borrower will have the right to receive either (A) title to such Inventory, (B) a valid assignment of a perfected first priority Lien in such Inventory or (C) the net proceeds of any resale of such Inventory; and (k) other unsecured Indebtedness in an aggregate principal amount not exceeding $1,000,000 at any time outstanding; and (x) Indebtedness arising from agreements of Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x).

Indebtedness. No Loan Party will, nor will it permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any Indebtedness, except: (a) the Secured Obligations; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals, refinancings and replacements of any such Indebtedness in accordance with clause (f) hereof; (c) Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary, provided that (i) Indebtedness of any Restricted Subsidiary that is not a Loan Party to the Borrower or any other Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant on terms reasonably satisfactory to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany NoteAdministrative Agent; (d) Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the Borrower or any other Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (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, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 1,000,000 at any time outstanding; (f) Indebtedness which represents extensions, renewals, refinancings and refinancing or replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (ke) and (i) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, that (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original IndebtednessIndebtedness (other than in the case of the ABL Obligations, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtednessas permitted under the Intercreditor Agreement), (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiariesany Subsidiary not secured thereby prior to the date that such Refinance Indebtedness becomes effective, (iii) no Loan Party or any of its Restricted Subsidiaries Subsidiary that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees and interest) are (A) not, when taken as a whole, not materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of 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 such Original Indebtedness; (g) 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; (h) Indebtedness of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries ABL Obligations in an aggregate principal amount not to exceed an amount the ABL Cap (as defined in the Intercreditor Agreement); provided, however, the Borrower shall not incur the Ex-Im Obligations (as defined in the Revolving Credit Agreement as in effect on the date hereof) without first providing the Ex-Im Bank Documents and the Fast Track Export Loan Agreement for the Administrative Agent’s prior review and approval and such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal documents, agreement and any other agreement or document to be executed in connection therewith shall be in form and substance and upon terms acceptable to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such IndebtednessAdministrative Agent; (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that Guarantees (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is including but not created in contemplation of limited to repurchase or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (j) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (k) Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar remarketing obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount not to exceed $5,000,000 incurred in the ordinary course of business consistent with past practice of Indebtedness related to floor plan financing incurred by a franchise dealer, or other purchaser or lessor, for the purchase of Inventory manufactured or sold by the Borrower, the proceeds of which Indebtedness is used solely to pay the purchase price of such Inventory by such franchise dealer or other purchaser or lessor and any related reasonable fees and expenses (including financing fees); provided, however, that (i) to the extent commercially practicable, the Indebtedness so Guaranteed is secured by a perfected first priority Lien on such Inventory in favor of the holder of such Indebtedness and (ii) if the Borrower is required to make payment with respect to such Guarantee, Borrower will have the right to receive either (A) title to such Inventory, (B) a valid assignment of a perfected first priority Lien in such Inventory or (C) the net proceeds of any resale of such Inventory; and (k) other unsecured Indebtedness in an aggregate principal amount not exceeding $1,000,000 at any time outstanding; and (x) Indebtedness arising from agreements of Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x).

Indebtedness. No Loan Party willThe Company will not, nor and will it not permit any Restricted Subsidiary to, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) the Secured ObligationsObligations and any other Indebtedness created under the Loan Documents; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals, refinancings renewals and replacements of any such Indebtedness in accordance with clause (f) hereofIndebtedness of a similar type that does not increase the outstanding principal amount thereof; (c) Indebtedness of the Borrower Company to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower Company or any other Restricted Subsidiary, Subsidiary (provided that all such Indebtedness in an aggregate amount in excess of the Dollar Amount of Ten Million Dollars (i$10,000,000) Indebtedness of any Restricted Subsidiary that is not a Loan Party to the Borrower or any other Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of any Loan Party owing to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant on terms reasonably acceptable to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany NoteAdministrative Agent); (d) Guarantees by the Borrower Company of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Borrower Company or any other Restricted Subsidiary, Subsidiary (provided that (iany such Guarantee provided by a Loan Party shall be made only to the extent that such Loan Party is otherwise permitted to incur such Indebtedness directly) pursuant to the Indebtedness so Guaranteed is permitted by other provisions of this Section 6.01, (ii) Guarantees by the Borrower or other Loan Party of provided that any such Indebtedness of any Restricted Subsidiary or any such Guarantee of any Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated made pursuant to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligationsother provisions of this Section 6.01; (e) Indebtedness of the Borrower Company or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (whether or not constituting purchase money Indebtedness)assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets (including any replacement thereof, and additions and accessions to such asset and the proceeds and products thereof (and any customary security deposits made in connection therewith)) prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) belowthat do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 90 ninety (90) days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 100,000,000 at any time outstanding; (f) Indebtedness which represents extensionsof the Company or any Subsidiary as an account party in respect of letters of credit or bankers’ acceptances or similar instruments; provided, renewalshowever, refinancings and replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) in respect of any letters of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (k) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiaries, (iii) no Loan Party or any of its Restricted Subsidiaries that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness credit (other than fees and interestletters of credit issued under the Revolving Loan Documents) are (A) not, when taken as a whole, materially less favorable to the obligor thereunder than the original terms or bankers’ acceptances or similar instruments shall not exceed an aggregate principal amount of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of such Refinance Indebtedness must include subordination terms and conditions that are $400,000,000 at least as favorable to the Administrative Agent and the Lenders as those that were applicable to such Original Indebtednessany time; (g) Indebtedness of any Subsidiary that is not a Loan Party and Indebtedness of the Company or any Subsidiary secured by a Lien on any asset of the Company or any Subsidiary; provided that the aggregate outstanding principal amount of Indebtedness permitted by this clause (g) shall not exceed, at the time of the incurrence thereof, 10% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)); (h) unsecured Indebtedness of any Loan Party in an aggregate principal amount not exceeding $50,000,000 at any time outstanding; provided that no such Dollar limitation shall apply to any incurrence of such Indebtedness (and, for the avoidance of doubt, no such unsecured Indebtedness so incurred shall be counted against such Dollar limitation) so long as at the time of the incurrence thereof and after giving effect thereto (on a Pro Forma Basis) (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Company shall be in compliance with the financial covenants set forth in Section 6.10; (i) 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, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (hj) Indebtedness of the Company or any Loan Party Subsidiary (including obligations in respect of letters of credit for the benefit of the issuer thereof) in respect of performance bonds, bid bonds, appeal bonds, surety bonds bonds, performance and completion guarantees and similar obligationsobligations (other than in respect of other Indebtedness), in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness; (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (j) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (k) Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under by Section 6.076.05; (l) Indebtedness arising in connection with customary cash management services and from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds, in each case in the ordinary course of business, provided that such Indebtedness is extinguished within five Business Days after its incurrence; (m) Indebtedness which may be deemed representing deferred compensation to exist pursuant to employees of the Company or any guaranties, performance, surety, statutory, appeal or similar obligations Subsidiary incurred in the ordinary course of business; (n) Indebtedness consisting of promissory notes issued by the Company or any Subsidiary to current or former officers, directors or employees or to their respective estates, spouses or former spouses, in respect each case to finance the purchase or redemption of netting servicesEquity Interests (or any option, overdraft protections and otherwise in connection with deposit accountswarrant or other right to acquire any Equity Interests) permitted by Section 6.07; (o) Indebtedness consisting customer deposits and advance payments received by the Company or any Subsidiary in the ordinary course of financing of insurance premiums business from customers for goods or services purchased in the ordinary course of business; (p) Indebtedness incurred by of the Borrower Company or any Subsidiary consisting 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (rA) Indebtedness representing deferred compensation owed to any insurance provider for the financing of insurance premiums so long as such Indebtedness shall not be in excess of the amount of such premiums, and shall be incurred only to defer the cost of such premiums, for the annual period in which such Indebtedness is incurred or similar arrangements to employees of Holdings (or any direct or indirect parent thereofB) the Borrower or any of its Restricted Subsidiaries take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount not to exceed $5,000,000 at any time outstanding; and (q) Indebtedness of any Person that becomes a Subsidiary after the date hereof or is merged with and into the Company or any Subsidiary, provided that (x) such Indebtedness arising from agreements exists at the time such Person becomes a Subsidiary or is merged with and into the Company or such Subsidiary, as the case may be, and is not created in contemplation of Borrower such Person becoming a Subsidiary or a Restricted Subsidiary providing for indemnificationbeing merged with and into the Company or such Subsidiary, adjustment as the case may be, (y) the aggregate principal amount of purchase priceIndebtedness outstanding under this clause (q) shall not exceed $100,000,000 in the aggregate and extensions, earnout renewals, replacements and refinancings of any such Indebtedness so long as the principal amount (or similar obligationsaccreted value, in each caseif applicable) of such extensions, incurred renewals, replacements and refinancings does not exceed the principal (or assumed accreted value, if applicable) of the Indebtedness being extended, renewed, replaced or refinanced (plus any accrued but unpaid interest and redemption premium payable by the terms of such Indebtedness thereon and other reasonable amounts paid, and reasonable fees and expenses incurred, in connection with the acquisition such extension, renewal, replacement or disposition of any businessrefinancing; provided, assets or a Restricted Subsidiary or other Personfurther that, other than guarantees immediately after giving effect to such incurrence of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred pursuant to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (xq)). For purposes , no Event of determining compliance with Section 6.01, in Default exists and the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described covenants in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) and will only 6.10 would 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x)met on a Pro Forma Basis.

Indebtedness. No Loan Party will, nor will it permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any Indebtedness, except: (a) the Secured Obligations; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals, refinancings and replacements of any such Indebtedness in accordance with clause (f) hereof; (c) Indebtedness of the Borrower any Loan Party or any Subsidiary to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower Loan Party or any other Restricted Subsidiary; provided, provided that (i) Indebtedness of any Restricted Subsidiary that is not a Loan Party to the Borrower or any other Loan Party shall be subject to Section 6.04 6.04, and (ii) Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant on terms reasonably satisfactory to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany NoteAdministrative Agent; (d) Guarantees by any Loan Party or any Subsidiary of the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Borrower Loan Party or any other Restricted Subsidiary; provided, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the Borrower or other any Loan Party of Indebtedness of any Restricted Subsidiary that is not a non-Loan Party shall shall, in each case, be subject to Section 6.04 6.04, and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations of the applicable Subsidiary on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness of the Borrower any Loan Party or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (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, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 5,000,000 at any time outstanding; (f) Indebtedness which represents extensions, renewals, refinancings and refinancing or replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (ki) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, that (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to Indebtedness (plus unpaid accrued interest and premium premiums thereon plus other reasonable amounts paid and fees underwriting discounts, defeasance costs, fees, commissions and expenses reasonably incurred, expenses) or increase the interest rate above the customarily available rates in connection with such Refinance Indebtednessthe market, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiariesany Subsidiary, (iii) no Loan Party or any of its Restricted Subsidiaries Subsidiary that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees and interest) interest are (A) not, when taken as a whole, materially not less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of 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 such Original Indebtedness; (g) 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; (h) Indebtedness of any Loan Party or any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness; (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (j) i), together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of $2,500,000 at any time outstanding; (xj) Indebtedness secured solely by real estate in an aggregate principal amount not to exceed $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 25,000,000 at any time outstanding; (k) Indebtedness in respect of credit cards not constituting Banking Services in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount not to exceed $5,000,000 at any time outstanding; and (xl) other unsecured Indebtedness arising from agreements of Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is an aggregate principal amount not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) exceeding $10,000,000 at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x)outstanding.

Indebtedness. No Loan Party willThe Borrower will not, nor and will it not permit any Restricted Subsidiary to, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness created under the Secured ObligationsLoan Documents; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 6.01, and any extensions, renewals, refinancings renewals and replacements of any such Indebtedness provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and reasonable fees and expenses reasonably incurred, in accordance connection with clause (f) hereofsuch refinancing; (c) Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary, ; provided that (iA) Indebtedness of any Restricted Subsidiary that is not a Loan Party to the Borrower or any other Loan Party shall be subject to Section 6.04 6.04(g) and (iiB) Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant on terms reasonably satisfactory to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany NoteAdministrative Agent; (d) Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary, ; provided that (iA) the Indebtedness so Guaranteed is permitted by under this Section 6.01, (iiB) Guarantees by the Borrower or other any Subsidiary that is a Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 6.04(h) and (iiiC) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations of the applicable Subsidiary on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness arising in connection with the Orogen Series A Preferred Stock, to the extent permitted under and in accordance with clause (xi) of the Section 6.06(a); (f) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by Borrower or any Restricted Subsidiary other Loan Party in the ordinary course of business; (g) Indebtedness incurred to finance Capital Expenditures, including Capital Lease Obligations, and any Indebtedness incurred or assumed in connection with the acquisition, construction or improvement of any fixed or capital assets (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 and secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount plus other reasonable amounts paid, and reasonable interest, fees and expenses incurred in accordance with clause (f) belowconnection therewith, result in an earlier maturity date or decreased remaining weighted average life to maturity thereof or change the parties directly or indirectly responsible for the payment thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (eg) together with any Refinance shall not exceed, in each case, the cost of such acquisition, construction or improvement in the ordinary course of business; provided further that (A) if secured, the collateral therefor consists solely of the assets being financed, the products and proceeds thereof and books and records related thereto, and (B) the aggregate outstanding principal amount of such Indebtedness in respect thereof permitted by clause (f) below, shall does not exceed the greater of (x) $30,000,000 and (y) 53.0% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet last day of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; ended Reference Period for which Financial Statements are available (f) Indebtedness which represents extensions, renewals, refinancings and replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (k) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiaries, (iii) no Loan Party or any of its Restricted Subsidiaries that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees and interest) are (A) not, when taken as a whole, materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of 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 such Original Indebtedness; (g) 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, determined in each case incurred in the ordinary course of businesswithout regard to any write-downs or write-offs); (h) Indebtedness of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness; (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (jh) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 20,000,000 at any time outstanding; (ki) Indebtedness incurred by Borrower or its Subsidiaries arising (A) from agreements providing for indemnification, adjustment of purchase price or similar obligations (including customary earn-outs, and any other deferred payments of a similar nature incurred in an aggregate principal amount connection with any investment by any Subsidiary), in each case, whether or not exceeding evidenced by a note, and incurred or assumed in connection with any Permitted Acquisition or any asset sale permitted under this Agreement or Investment permitted under this Agreement (any such obligations, “Deferred Acquisition Obligations”), so long as no Default or Event of Default exists and is continuing at the greater time of (i) $20,000,000 and (ii) 4% incurrence or assumption of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on or would result therefrom, or (B) from guarantees or letters of credit, surety bonds, performance bonds or other similar obligations securing the consolidated balance sheet performance of the Borrower and its Restricted Subsidiaries delivered or any Subsidiary pursuant to Section 5.01 most recently on or prior to such date) at any time outstandingagreements; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (nj) Indebtedness in respect of netting services, automatic clearing house arrangements, overdraft protections and otherwise in connection with deposit accountsaccounts and employees’ credit or purchase cards; (ok) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (l) Indebtedness under Swap Agreements permitted under Section 6.05; (m) any Transfer Pricing Obligations not covered by Section 6.01(c), and facilities to finance real estate acquisitions and improvements, and renewals and refinancings thereof; provided, that any such Indebtedness (other than Indebtedness related to or arising from Transfer Pricing Obligations) under this clause (m) shall not exceed $50,000,000 in the aggregate at any time outstanding; (n) (A) loans made by (x) Virtusa C.V. to Virtusa Financing C.V. as evidenced by that certain Promissory Note, dated as of February 25, 2016, in the original principal amount of $180,000,000, (y) Virtusa Financing C.V. to Virtusa Netherlands Coöperatief U.A. as evidenced by that certain Promissory Note, dated as of February 25, 2016, in the original principal amount of $180,000,000, and (z) Virtusa Netherlands Coöperatief U.A. to VCSPL in the form of a non-convertible debenture in the original principal amount of $200,000,000, and in each case, any capitalized interest paid-in-kind or fees thereon (including premiums) (collectively, the “2016 Polaris Investments”); and (B) the 2018 Polaris Investments; (o) other Indebtedness in an aggregate principal amount not exceeding $30,000,000 at any time outstanding, provided that not more than $7,500,000 in aggregate principal amount of the foregoing shall be secured Indebtedness; (p) Indebtedness incurred by the Borrower or of any of its Restricted Subsidiaries Subsidiary as an account party in respect of trade letters of credit; (q) Indebtedness consisting of usual and customary take or pay obligations contained in supply arrangements, bank guarantees, bankers’ acceptances, or similar instruments issued or created incurred in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary Indebtedness consisting of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness promissory notes issued to current or former officers, managers, consultants, directors and employeesemployees of Borrower or any Subsidiary, their respective estates, spouses or former spouses to finance issued in exchange for the purchase or redemption by Borrower or such Subsidiary of its Equity Interests or other equity-based awards of to the Borrower or any direct or indirect parent of the Borrower extent permitted by clause (v) of Section 6.086.06(a); (t) Indebtedness of any Foreign Subsidiaries incurred to finance working capital needs or for other general corporate purposes, not to exceed at any time outstanding $15,000,000; (A) Indebtedness incurred by VCSPL with respect to a bank guarantee obtained in connection with the Polaris Tender Offer in an aggregate amount (calculated on the date of issuance of the bank guarantee and on each date the amount of such bank guarantee is increased or reduced) not to exceed $5,000,000 (x) at any time outstandingduring the first 45 days after the date of issuance of such bank guarantee, the Dollar Amount of $47,000,000, and (y) at any time after the 45th day after the date of issuance of such bank guarantee, the Dollar Amount of $80,000,000; provided, that such bank guarantee shall be terminated and expire automatically no later than the earlier of (i) the delisting of Polaris and (ii) one year plus 45 days after the date of issuance of such bank guarantee, and (B) a Guarantee by the Borrower of Indebtedness permitted under clause (A); and (xv) Indebtedness arising from agreements of Borrower obligations with respect to eTouch Retention Payments. Notwithstanding the foregoing, no Subsidiary that is a Massachusetts Securities Corporation shall create, incur, assume or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of permit to exist any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereofGuarantees of any Indebtedness) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more other than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through under clauses (xf) and will only be required to include the amount and type (j) of such Indebtedness in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x)this Section 6.01.

Indebtedness. No Loan Party will, nor will it permit any Restricted Subsidiary to, create, incur, assume incur or suffer to exist any Indebtedness, except: (a) the Secured Obligations; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals, refinancings and replacements of any such Indebtedness in accordance with clause (f) hereof; (c) any Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted SubsidiarySubsidiary (including extensions, renewals, refinancings and replacements thereof); provided that (i) Indebtedness of any Restricted Subsidiary that is not a Loan Party to the Borrower or any other Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant on terms reasonably satisfactory to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany NoteAdministrative Agent; (d) any Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of any Indebtedness of the Borrower or any other Restricted Subsidiary, ; provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the Borrower or other Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees by the Borrower or another Loan Party of Indebtedness of any Subsidiary permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness (other than Indebtedness incurred under the ABL Credit Agreement) of the Borrower or any Restricted Subsidiary not owed to the Administrative Agent or the Lenders incurred to finance the acquisition, construction or improvement of any fixed or capital assets (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, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness is incurred prior to or within 90 180 days after such acquisition or the completion of such 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) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 15,000,000 at any time outstanding; (f) Indebtedness which represents extensions, renewals, refinancings and refinancing or replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (ko) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, that (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiariesany Subsidiary, (iii) no Loan Party or any of its Restricted Subsidiaries Subsidiary that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees and interest) are (A) not, when taken as a whole, materially not less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of 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 such Original Indebtedness; (g) 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; (h) Indebtedness of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness; (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (j) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (k) Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount not to exceed $5,000,000 at any time outstanding; and (x) Indebtedness arising from agreements of Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x).

Indebtedness. No Loan Party willThe Company will not, nor will it permit any Restricted Subsidiary to, create, incur, assume incur or suffer to exist any Indebtedness, except: (ai) Indebtedness under the Secured Subordinated Notes and the other Obligations; (bii) Indebtedness existing on the date hereof First Amendment Effective Date and set forth in Schedule 6.01 6B and any extensions, renewals, refinancings renewals and replacements of any such Indebtedness in accordance with clause (fvi) hereof; (ciii) Indebtedness of the Borrower Company to any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary to the Borrower Company or any other Restricted Subsidiary, provided that (ia) Indebtedness of any Restricted Subsidiary that is not a Loan Party an Obligor to the Borrower Company or to any other Loan Party Subsidiary that is an Obligor shall be subject to Section 6.04 paragraph 6C and (iib) Indebtedness of any Loan Party the Company to any Restricted Subsidiary and Indebtedness of any Subsidiary that is an Obligor to any Subsidiary that is not a Loan Party an Obligor shall be subordinated to the Secured Obligations pursuant on terms reasonably satisfactory to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany NoteSubordinated Collateral Agent; (div) Guarantees by the Borrower Company of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Borrower Company or any other Restricted Subsidiary, provided that (ia) the Indebtedness so Guaranteed is permitted by this Section 6.01paragraph 6B, (iib) Guarantees by the Borrower Company or other Loan Party any Subsidiary that is an Obligor of Indebtedness of any Restricted Subsidiary that is not a Loan Party an Obligor shall be subject to Section 6.04 paragraph 6C and (iiic) Guarantees permitted under this clause (div) shall be subordinated to the Secured Obligations of the applicable Subsidiary on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (ev) Indebtedness of the Borrower Company or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (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, renewals and replacements of any such Indebtedness in accordance with clause (fvi) belowhereof; provided that (ia) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (iib) the aggregate principal amount of Indebtedness permitted by this clause (ev) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 10,000,000 at any time outstandingoutstanding plus up to $25,000,000 to finance the acquisition of the warehouse the Company currently leases in St. Cloud, Minnesota; (fvi) Indebtedness which represents extensionsan extension, renewalsrefinancing, refinancings and replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) renewal of any of the Indebtedness described in clauses (b), (e), (f), (i), (jii) and (kv) hereof and not clause (such Indebtedness being referred to herein as the “Original Indebtedness”)xii) hereof; provided that, (ia) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance IndebtednessIndebtedness is not increased, (iib) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted SubsidiariesObligor, (iiic) no Loan Party or any of its Restricted Subsidiaries Obligor that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtednessthereto, (ivd) such Refinance Indebtedness extension, refinancing or renewal does not result in a shortening of the average weighted maturity of such Original Indebtednessthe Indebtedness so extended, refinanced or renewed, (ve) the terms of any such Refinance Indebtedness (other than fees and interest) extension, refinancing, or renewal are (A) not, when taken as a whole, not materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vif) if such Original the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Secured Obligations, then the terms and conditions of such Refinance the refinancing, renewal, or extension Indebtedness must include subordination terms and conditions that are at least as favorable to the Administrative Subordinated Collateral Agent and the Lenders holders of the Subordinated Notes as those that were applicable to such Original the refinanced, renewed, or extended Indebtedness; (gvii) 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; (hviii) Indebtedness of the Company or any Loan Party Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness; (jix) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (ia) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (iib) the aggregate principal amount of Indebtedness permitted by this clause (jix) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 2,500,000 at any time outstanding; (kx) Senior Debt; (xi) other unsecured Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 10,000,000 at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect aggregate principal amount of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower Company’s Subsidiaries permitted by Section 6.08, in an aggregate amount this clause (xi) shall not to exceed $5,000,000 2,500,000 at any time outstanding; and (xxii) any Indebtedness arising from agreements of Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition respect of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x)Securitization Facility.

Indebtedness. No Loan Party will, nor will it permit any Restricted Subsidiary toDirectly or indirectly, create, incur, assume or suffer guaranty, or otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, except: (a) the Secured Obligations; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals, refinancings and replacements of any such Indebtedness in accordance with clause (f) hereof; (c) Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary owed to the Borrower or to any other Restricted Subsidiary, provided or of the Borrower owed to any Subsidiary; provided, that (i) all such Indebtedness of any Restricted Subsidiary that is not shall be evidenced by the Intercompany Note, and, if owed to a Loan Party to the Borrower or any other Loan Party Party, shall be subject to Section 6.04 and (ii) Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations First Priority Lien pursuant to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany Note; (d) Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary Pledge and by any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01Security Agreement, (ii) Guarantees by the Borrower or other Loan Party of all such Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 unsecured and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (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, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (f) Indebtedness which represents extensions, renewals, refinancings and replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (k) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiaries, (iii) no Loan Party or any of its Restricted Subsidiaries that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees and interest) are (A) not, when taken as a whole, materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligationspayment in full of the Obligations pursuant to the terms of the Intercompany Note, then (iii) any payment by any such Subsidiary Guarantor under any guaranty of the Obligations shall result in a pro tanto reduction of the amount of any Indebtedness owed by such Subsidiary to the Borrower or to any of its Subsidiaries for whose benefit such payment is made and (iv) such Indebtedness is permitted as an Investment under Section 6.06(d); (c) Unsecured Indebtedness that (i) matures after, and does not require any scheduled amortization, mandatory redemption, sinking fund obligation or other scheduled payments of principal prior to, the date which is six months after the Term Loan Maturity Date (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemptions provisions satisfying the requirement of clause (ii) hereof), (ii) 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 Borrower than the terms and conditions customary at the time for high-yield senior unsecured debt securities issued in a public offering, and (iii) does not require a Subsidiary of Holdings other than the Borrower and the Subsidiary Guarantors to be an obligor with respect to such Refinance Indebtedness must include subordination terms Indebtedness; provided, that (1) both immediately prior and conditions that are at least as favorable after giving effect to the Administrative Agent and the Lenders as those that were applicable to such Original Indebtedness; incurrence thereof, (gx) 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; (h) Indebtedness of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists shall exist or would result therefrom and Borrower (y) Holdings shall be in compliance with the Senior Unsecured Incurrence Test (on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured basis); (d) Indebtedness incurred by Holdings or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of the Borrower and or any such Subsidiary pursuant to such agreements, in connection with Permitted Acquisitions or permitted dispositions of any business, assets or Subsidiary of Holdings or any of its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such IndebtednessSubsidiaries; (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (j) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (k) Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (me) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (nf) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (og) Indebtedness consisting of financing of insurance premiums guaranties in the ordinary course of businessbusiness of the obligations of suppliers, customers, franchisees, real property lessors and licensees of the Borrower and its Subsidiaries; (ph) guaranties by the Borrower of Indebtedness of a Subsidiary Guarantor or guaranties by a Subsidiary Guarantor of Indebtedness of the Borrower or another Subsidiary Guarantor with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.01; provided, that if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the guaranty shall also be unsecured and/or subordinated to the Obligations; (i) Indebtedness described in Schedule 6.01 and any Permitted Refinancing thereof; (j) Indebtedness incurred during any Fiscal Year in an amount not to exceed $25,000,000 in the aggregate which is secured by purchase money Liens or incurred with respect to Capital Leases and purchase money Indebtedness; provided, that any such Indebtedness incurred with respect to purchase money (i) shall be secured only by the asset acquired in connection with the incurrence of such Indebtedness, and (ii) shall constitute not less than 75.0% of the aggregate consideration paid with respect to such asset; (i) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Subsidiary or Indebtedness attaching to assets that are acquired by the Borrower or any of its Restricted Subsidiaries Subsidiaries, in respect each case after the Closing Date as the result of letters of credita Permitted Acquisition, bank guaranteesprovided, bankers’ acceptancesthat (x) such Indebtedness existed at the time such Person became a Subsidiary or at the time such assets were acquired and, or similar instruments issued or in each case, was not created in the ordinary course of business, including anticipation thereof and (y) such Indebtedness is not guaranteed in any respect of workers compensation claims, health, disability or other employee benefits or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower Holdings or any of its Restricted SubsidiariesSubsidiaries and (ii) any Permitted Refinancing thereof; provided provided, that (1) the direct and contingent obligors with respect to such repurchaseIndebtedness are not changed and (2) such Indebtedness shall not be secured by any assets other than the assets securing the Indebtedness being renewed, redemption, extended or other acquisition or retirement is permitted by Section 6.08(a)(iii)refinanced; (rl) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings the type described in clause (or any direct or indirect parent thereofxi) of the Borrower or any of its Restricted Subsidiaries definition thereof incurred in the ordinary course of business;business and not for speculation purposes; and (sm) any Guarantee by the Borrower or a Restricted Subsidiary of other unsecured Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount not to exceed $5,000,000 at any time outstanding; and (x) Indebtedness arising from agreements of Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x)$25,000,000.

Indebtedness. No Loan Party will, nor The Borrower will it permit any Restricted Subsidiary to, not create, incur, assume or suffer permit to exist exist, and will not permit any of its Subsidiaries to create, incur, assume or permit to exist, any Indebtedness, except: (a) Indebtedness created under the Secured ObligationsLoan Documents; (b) Indebtedness existing on under the date hereof Privately Placed Notes and other Indebtedness, in each case, as set forth in Schedule 6.01 6.01, and any extensions, renewals, refinancings and replacements of any such Permitted Refinancing Indebtedness in accordance with respect of Indebtedness permitted by this clause (f) hereofb); (c) Indebtedness of the Borrower to or any Restricted Subsidiary and of any Restricted Subsidiary owing to the Borrower or any other Restricted Subsidiary; provided, provided that that, any Indebtedness outstanding pursuant to this clause (ic) Indebtedness of any Restricted Subsidiary that which is not owed by a Loan Party to the Borrower or any other Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated in right of payment to the Secured Obligations pursuant to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany NoteAgreement on customary terms; (d) Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary, all to the extent permitted by Section 6.05; provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the Borrower or other Loan Party no Guarantee of Indebtedness of any Restricted a Loan Party by a Subsidiary that is not a Loan Party shall will be subject to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations); (e) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction construction, repair, replacement or improvement of any fixed or capital assets (whether or not constituting purchase money Indebtedness)assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Permitted Refinancing Indebtedness in accordance with respect of Indebtedness permitted by this clause (f) belowe); provided that (i) such Indebtedness (other than Permitted Refinancing Indebtedness permitted above in this clause (e)) is incurred prior to or within 90 two hundred seventy (270) days after such acquisition or the completion of such construction construction, repair, replacement or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 50,000,000 at any time outstanding; (f) Indebtedness which represents extensions, renewals, refinancings and replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (k) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiaries, (iii) no Loan Party or any of its Restricted Subsidiaries that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees and interest) are (A) not, when taken as a whole, materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of 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 such Original Indebtedness; (g) 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; (h) Indebtedness of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness; (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (j) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (k) Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by 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 other Indebtedness with respect to reimbursementproperty, casualty or liability insurance or self-type obligations regarding workers compensation claimsinsurance in the ordinary course of business; (qg) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii)[reserved]; (rh) Indebtedness representing deferred compensation under Swap Agreements entered into in the ordinary course of business and not for speculative purposes; (i) Indebtedness in respect of bid, performance, surety, stay, customs, appeal or replevin bonds or performance and completion guarantees and similar arrangements to employees of Holdings (obligations issued or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (sj) any Guarantee by the Borrower Indebtedness in respect of judgments, decrees, attachments or a Restricted Subsidiary awards that do not constitute an Event of Indebtedness Default under clause (k) of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s GuaranteeArticle VII; (tk) Incremental Equivalent Debt Indebtedness consisting of bona fide purchase price adjustments, earn-outs, indemnification obligations, obligations under deferred compensation or similar arrangements and Refinancing Equivalent Debt similar items incurred in connection with acquisitions and any Permitted Refinancing of the foregoingasset sales not prohibited by Section 6.05 or 6.11; (ul) Indebtedness in respect of Foreign Subsidiaries owing to unrelated third-parties line of credit facilities incurred in an the ordinary course of business; provided that the aggregate principal amount of Indebtedness permitted by this clause (l) shall not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 25,000,000 at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (vm) Contingent Indebtedness consisting of obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to make payments to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses with respect to the cancellation, or to finance the purchase or redemption redemption, of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount not to exceed $5,000,000 at any time outstanding; and6.04; (xn) Cash Management Obligations and other Indebtedness arising from agreements in respect of Borrower or a Restricted Subsidiary providing for indemnificationcard obligations, adjustment of purchase pricenetting services, earnout or overdraft protections, cash management services and similar obligationsarrangements, in each case, incurred or assumed in connection the ordinary course of business; (o) Indebtedness consisting of (x) the financing of insurance premiums with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion providers of such insurance or their affiliates or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness supported by a Letter of Credit, assets or in a Restricted Subsidiary for principal amount not to exceed the purpose face amount of financing such acquisitionLetter of Credit; (q) other Indebtedness; provided that Indebtedness shall be permitted to be incurred pursuant to this clause (q) only if at the time such Indebtedness is not reflected on incurred the balance sheet aggregate principal amount of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred Indebtedness outstanding pursuant to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (xq) at such time (including such Indebtedness) would not exceed $50,000,000; and (r) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (q) above. For purposes Indebtedness permitted by this Section 6.01 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of determining compliance with this Section 6.01, in 6.01 permitting such Indebtedness. In the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses this Section 6.01, the Borrower, in its sole discretion, shall classify such Indebtedness (bor any portion thereof) through (x)as of the time of incurrence and will only be required to include the amount of such Indebtedness in one of such clauses.

Indebtedness. No Loan Party will, nor will it permit any Restricted Subsidiary to, create, incur, assume incur or suffer to exist any Indebtedness, except: (a) the Secured Obligations; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals, refinancings renewals and replacements of any such Indebtedness in accordance with clause (f) hereof; (c) Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary, provided that (i) Indebtedness of any Restricted Subsidiary that is not a Loan Party to the Borrower or any other Subsidiary that is a Loan Party shall be subject evidenced by a Promissory Note pledged to Section 6.04 Lender pursuant to a Security Agreement, such pledge to be made not more than 90 days after the earlier of (x) the execution hereof or (y) the execution of such Promissory Note and (ii) Indebtedness of the Borrower to any Subsidiary and Indebtedness of any Subsidiary that is a Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant on terms reasonably satisfactory to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany NoteLender; (d) Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, 6.01 and (ii) Guarantees by the Borrower or other Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations of the applicable Subsidiary on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (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, renewals and replacements of any such Indebtedness in accordance with clause (f) belowhereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 1,000,000 at any time outstanding; (f) Indebtedness which represents extensionsan extension, renewalsrefinancing, refinancings and replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) renewal of any of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (ke) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”)hereof; provided that, (i) such Refinance Indebtedness does not increase the principal amount or interest rate of such Indebtedness is not increased other than as a result of the Original Indebtedness, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtednesscapitalization of interest, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted SubsidiariesParty, (iii) no Loan Party or any of its Restricted Subsidiaries that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtednessthereto except in accordance with clause (d) of this Section 6.01, (iv) such Refinance Indebtedness extension, refinancing or renewal does not result in a shortening of the average weighted maturity of such Original Indebtednessthe Indebtedness so extended, refinanced or renewed, (v) the terms of any such Refinance Indebtedness (other than fees and interest) extension, refinancing, or renewal are (A) not, when taken as a whole, not materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Secured Obligations, then the terms and conditions of such Refinance the refinancing, renewal, or extension Indebtedness must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders Lender as those that were applicable to such Original the refinanced, renewed, or extended Indebtedness; (g) 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; (h) Indebtedness of the Borrower or any Loan Party Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional other unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth $500,000.00 in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness; (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (j) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (k) Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount not to exceed $5,000,000 at any time outstanding; and (x) Indebtedness arising from agreements of Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x).

Indebtedness. No Loan Party will(a) The Credit Parties will not, nor and will it not permit any Restricted Subsidiary to, create, incur, assume or suffer permit to exist any Indebtedness, except: (ai) the Secured Obligations; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals, refinancings and replacements of any such Indebtedness in accordance with clause (f) hereof; (cii) Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary, or of the Borrower to any Subsidiary; provided that (iA) such Indebtedness shall not have been transferred to any Person other than the Borrower or any Subsidiary, (B) such Indebtedness shall be evidenced by the Intercompany Note, and, if owing to a Credit Party, shall be subject to a First Priority Lien pursuant to the Pledge and Security Agreement, (C) such Indebtedness shall be unsecured and, if owed by a Credit Party, subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the Intercompany Note, (D) any payment by any Subsidiary Guarantor under the Guarantee of the Obligations shall result in a pro tanto reduction of the amount of any Restricted Indebtedness owing by such Subsidiary that is not a Loan Party Guarantor to the Borrower or any other Loan Party Subsidiary for whose benefit such payment is made and (E) such Indebtedness shall be subject to permitted as an Investment under Section 6.04 and (ii) Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany Note6.6; (diii) Indebtedness in respect of netting services, overdraft protections and otherwise arising from treasury, depositary and cash management services or in connection with any automated clearing-house transfers of funds; (iv) Guarantees incurred in compliance with Section 6.6; (v) Guarantees by the Borrower one or more Credit Parties of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of owed to Persons other than the Borrower or any other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is Subsidiary and permitted by under this Section 6.01, (iiother than clause (vi) Guarantees or (viii) hereof); (vi) Indebtedness set forth on Schedule 6.1 and Refinancing Indebtedness in respect thereof; (vii) Indebtedness consisting of (A) Capital Lease Obligations (other than Capital Lease Obligations in respect of leases of Real Estate Assets) and purchase money Indebtedness incurred by the Borrower or other Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (whether or not constituting purchase money Indebtedness)assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Refinancing Indebtedness in accordance with clause respect of the foregoing, in an aggregate principal amount not in excess of $5,000,000 at any one time outstanding; and (fB) belowCapital Lease Obligations in respect of leases of Real Estate Assets acquired for use in the ordinary course of business; provided that all payments in respect of Indebtedness incurred under this clause (ivii)(B) shall not exceed $5,000,000 in any Fiscal Year; provided further that such Indebtedness under this clause (vii) is incurred prior to to, on or within 90 180 days after such acquisition or the completion of such the construction or improvement of the related assets and (ii) the aggregate principal amount of such Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall does not exceed the greater cost of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date acquiring, constructing or improving such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on fixed or prior to such date) at any time outstandingcapital assets; (f) Indebtedness which represents extensions, renewals, refinancings and replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (k) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiaries, (iii) no Loan Party or any of its Restricted Subsidiaries that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees and interest) are (A) not, when taken as a whole, materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of 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 such Original Indebtedness; (g) 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; (h) Indebtedness of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness; (jviii) Indebtedness of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the date hereof, or Indebtedness of any Person that is assumed by any Subsidiary in connection with an acquisition of assets by such Subsidiary in a Permitted Acquisition, and Refinancing Indebtedness in respect thereof; provided that (iA) such Indebtedness (other than any such Refinancing Indebtedness) exists at the time such Person becomes a Restricted Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (iior such merger or consolidation) or such assets being acquired (it being understood that the provisions of this clause (viii) will not prohibit any such Indebtedness to be increased through the utilization of available baskets or exceptions set forth in other clauses of this Section 6.1), (B) the aggregate principal amount of all such Indebtedness permitted by this clause (jviii) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 25,000,000 at any time outstandingoutstanding and (C) neither the Borrower nor any Subsidiary (other than such Person or the Subsidiary with which such Person is merged or consolidated or that so assumes such Person’s Indebtedness) shall Guarantee or otherwise become liable for the payment of such Indebtedness; (kix) Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, guaranties or similar instruments issued supporting performance, surety, statutory, appeal, bid or created in the ordinary course of businesssimilar obligations, including in respect of workers compensation claims, health, disability or other employee benefits or other Indebtedness with obligations in respect to reimbursement-type obligations regarding workers compensation claims; of property, casualty or liability insurance premiums (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchaseany reimbursement obligations in respect thereof are reimbursed within 30 days following the incurrence thereof), redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries in each case incurred in the ordinary course of business; (sx) any Guarantee by the Borrower or a Restricted Subsidiary of unsecured Indebtedness consisting of the Borrower or a Restricted Subsidiary that was incurred in compliance financing of insurance premiums with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee providers of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations insurance or such Restricted Subsidiary’s Guaranteetheir Affiliates; (txi) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing to the extent constituting Indebtedness, judgments, decrees, attachments or awards not constituting an Event of the foregoingDefault under Section 8.1(h); (uxii) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an Subsidiaries; provided that the aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount may not to exceed $5,000,000 2,500,000 at any time outstanding; and (xxiii) other unsecured Indebtedness arising from agreements of the Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with and the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisitionDomestic Subsidiaries; provided that the aggregate principal amount of such Indebtedness is may not reflected on exceed $2,500,000 at any time outstanding. (b) Notwithstanding anything herein to the balance sheet of Holdingscontrary, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01issue any Disqualified Equity Interests, in the event that an item of Indebtedness (or any portion thereof) at any timeno Subsidiary will, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x)not permit any Subsidiary to, issue any preferred stock or other preferred Equity Interests.

Indebtedness. No Loan Party will, nor will it permit any of its Restricted Subsidiary Subsidiaries to, create, incur, assume incur or suffer to exist any Indebtedness, except: (a) the Secured Obligations; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals, refinancings renewals and replacements of any such Indebtedness in accordance with clause (f) hereofof this Section 6.01; (c) Indebtedness of the any Borrower to any Restricted Subsidiary or any other Borrower and of any Restricted Subsidiary to the any Borrower or any other Restricted Subsidiary, provided that (i) Indebtedness of any Restricted member of the Cott Mexican Group and of any Subsidiary that is not a Loan Party to the any Borrower or any other Loan Party Restricted Subsidiary shall be subject to Section 6.04 and (ii) Indebtedness of any Loan Party Borrower to any Subsidiary and Indebtedness of any Restricted Subsidiary that is not a Loan Party to any Borrower or to any other Subsidiary shall be subordinated to the Secured Obligations pursuant on terms reasonably satisfactory to the Global Intercompany NoteAdministrative Agent; provided, further, that no Loan Party may make such subordination provisions shall restrict payments by any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant Restricted Subsidiary to the Global Intercompany NoteCompany or any of its Restricted Subsidiaries to the extent that such restrictions would be in violation of Section 4.8 of the Senior Subordinated Note Agreement; (d) Guarantees by the any Borrower of Indebtedness of any Restricted Subsidiary or any other Borrower and by any Restricted Subsidiary of Indebtedness of the any Borrower or any other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the any Borrower or other Loan Party any Restricted Subsidiary of Indebtedness of any Restricted member of the Cott Mexican Group and of any Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations of the applicable Subsidiary if, and on the same terms as as, the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness of the any Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (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, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 50,000,000 at any time outstanding; (f) Indebtedness which represents extensionsan extension, renewalsrefinancing, refinancings and replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) renewal of any of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (k) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”)hereof; provided that, (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, such Indebtedness is not increased except by an amount equal to unpaid accrued interest and premium thereon and any make-whole payments applicable thereto plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection incurred with respect to such Refinance Indebtednessrefinancing and by an amount equal to any existing unutilized commitments thereunder, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an any of its their respective Restricted Subsidiaries, (iii) no Loan Party or Restricted Subsidiary of any of its Restricted Subsidiaries Loan Party that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtednessthereto, (iv) such Refinance Indebtedness extension, refinancing or renewal does not result in a shortening of the average weighted maturity of such Original Indebtednessthe Indebtedness so extended, refinanced or renewed, (v) the terms of any such Refinance Indebtedness extension, refinancing, or renewal (other than fees and interest) are (A) not, when taken as a whole, materially ) are not less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (Btaken as a whole) reflect current market terms for such type of Indebtedness and (viiv) if such Original the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Secured Obligations, then the terms and conditions of such Refinance the refinancing, renewal, or 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 such Original the refinanced, renewed, or extended Indebtedness; (g) 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; (h) Indebtedness of any Loan Party Borrower or any Restricted Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness; (j) Indebtedness of any (x) Person (other than a Person that was previously an Unrestricted Subsidiary) that becomes a Restricted Subsidiary after the date hereofhereof in connection with any Permitted Acquisition, or (y) assumed in connection with any assets acquired in connection with a Permitted Acquisition; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or such assets being acquired and (ii) the aggregate principal amount of Indebtedness permitted by this clause (ji) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed $20,000,000 at any time outstanding; (j) other unsecured Indebtedness in an aggregate principal amount not exceeding $25,000,000 at any time outstanding; provided that the greater aggregate principal amount of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as Indebtedness of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such datethat are not Borrowers permitted by this clause (j) shall not exceed $5,000,000 at any time outstanding; (k) Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstandingSenior Subordinated Notes; (l) Indebtedness in respect [***] [Certain permitted transactions redacted] (m) obligations of any Borrower or any Restricted Subsidiary under Swap Agreements permitted under Section 6.076.08; (mn) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal endorsements of negotiable instruments for deposit or similar obligations incurred collection in the ordinary course of business;; and (no) Indebtedness in respect of netting services, overdraft protections the Sidel Water Sale and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties Leaseback Transaction in an aggregate principal amount not to exceed the greater of (i) $5,000,000 31,500,000 in the aggregate at any time prior to the effectiveness of the GECC lease referenced therein and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount not to exceed $5,000,000 at any time outstanding; and (x) Indebtedness arising from agreements of Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, 27,000,000 in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x)aggregate thereafter.

Indebtedness. No Loan Party will, nor will it permit any Restricted Subsidiary to, create, incur, assume incur or suffer to exist any Indebtedness, except: (a) the Secured Obligations; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals, refinancings renewals and replacements of any such Indebtedness in accordance with clause (f) hereof; (c) Indebtedness of the Borrower Holdings to any of its Restricted Subsidiary Subsidiaries and of any Restricted Subsidiary to the Borrower Holdings or any other Restricted Subsidiary; provided, provided that (i) Indebtedness of any Restricted Subsidiary that is not a Loan Party to the Borrower Holdings or to any other Restricted Subsidiary that is a Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of Holdings to any of its Restricted Subsidiaries and Indebtedness of any Restricted Subsidiary that is a Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant on terms reasonably satisfactory to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany NoteAdministrative Agent; (d) Guarantees by the Borrower Holdings of Indebtedness of any of its Restricted Subsidiary Subsidiaries and by any Restricted Subsidiary of Indebtedness of the Borrower Holdings or any other Restricted Subsidiary; provided, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the Borrower Holdings or other any Restricted Subsidiary that is a Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured ObligationsObligations (if such Indebtedness is so subordinated); (e) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition (including by way of any Permitted Acquisition) of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) belowhereof; provided that provided, that, (i) such Indebtedness is incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with (including any Refinance Indebtedness in respect refinancing thereof permitted by clause (f)) below, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 13 million at any time outstanding; (f) Indebtedness which represents extensionsan extension, renewalsrefinancing, refinancings and replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) renewal of any of the Indebtedness described in clauses (b), (e), (f)o) or (s) hereof; provided, (i), (j) and (k) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, (i) the aggregate principal amount of such Refinance Indebtedness does not increase exceed the principal amount of such Indebtedness being refinanced plus the amount of any interest, premiums or interest rate of the Original Indebtedness, except by an amount equal penalties required to unpaid accrued interest and premium thereon be paid plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtednessassociated therewith, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted SubsidiariesParty, (iii) no Loan Party or any of its Restricted Subsidiaries that is not originally obligated (or required to become obligated) with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtednessthereto, (iv) such Refinance Indebtedness extension, refinancing or renewal does not result in a shortening of the average weighted maturity of such Original Indebtednessthe Indebtedness so extended, refinanced or renewed, (v) the terms of any such Refinance Indebtedness (other than fees and interest) extension, refinancing, or renewal are either (A) not, when taken as a whole, not materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness Indebtedness, taken as a whole or (B) reflect current on market terms and conditions customary for such the type of Indebtedness being incurred pursuant to such refinancing as of the time of incurrence of such Indebtedness, except in each case, for covenants or other provisions contained in such Indebtedness that are applicable only after the then applicable Maturity Date, and (vi) if such Original the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Secured Obligations, then the terms and conditions of such Refinance the refinancing, renewal, or 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 such Original the refinanced, renewed, or extended Indebtedness; (g) 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 (including obligations in respect of letters of credit supporting such reimbursement or indemnification obligations for the benefit of such Person), in each case case, incurred in the ordinary course of business; (h) Indebtedness of the Borrower or any Loan Party Restricted Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default Indebtedness or Event Guarantees of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its or any Restricted Subsidiaries Subsidiary in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in connection with any Swap Agreement permitted under Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness6.06; (j) Indebtedness arising from customary agreements providing for indemnification, adjustment of purchase price, earnout, deferred purchase price or similar obligations in connection with acquisitions or dispositions of any business or assets by or of Holdings or any Restricted Subsidiary permitted hereunder; (k) Judgments entered against Holdings or any Restricted Subsidiary to the extent not constituting an Event of Default; (l) Indebtedness or Guarantees incurred in the ordinary course of business in connection with cash pooling, netting and cash management arrangements consisting of overdrafts or similar arrangements; provided, that any such Indebtedness does not consist of Indebtedness for borrowed money and is owed to the financial institutions providing such arrangements; (m) Indebtedness of Foreign Subsidiaries to finance the working capital needs of such Foreign Subsidiaries; provided, that the aggregate outstanding principal amount of such Indebtedness shall not exceed $6.5 million (or the equivalent thereof) at any time; (n) Indebtedness owed to sellers constituting consideration for Permitted Acquisitions; (o) Indebtedness of a Person that or Indebtedness attaching to assets of a Person that, in either case, becomes a Restricted Subsidiary after (or of any Person not previously a Restricted Subsidiary that is merged or consolidated with or into a Restricted Subsidiary in a transaction permitted hereunder) or Indebtedness attaching to assets that are acquired by Borrower or any of its Restricted Subsidiaries, in each case as the date hereofresult of a Permitted Acquisition; provided provided, that (i) such Indebtedness exists existed at the time such Person becomes became a Restricted Subsidiary and (or is so merged or consolidated) or at the time such assets were acquired and, in each case, was not created in contemplation anticipation thereof, and extensions, renewals and replacements of or any such Indebtedness in connection accordance with such Person becoming a Restricted Subsidiary and clause (iif) hereof; provided further, that the aggregate principal amount of Indebtedness permitted by this clause (jo) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (xi) $10,000,000 32.5 million and (yii) 240.0% of Consolidated Total Assets EBITDA for the most recently ended Reference Period for which financial statements have been (measured on a pro forma basis as or were required to be) delivered to the Administrative Agent; (p) Indebtedness of Holdings or any Restricted Subsidiary in connection with any Guarantees given by them, or any letters of credit or bank guarantees issued by any bank or financial institution, in favor of any Governmental Authority to secure the date payment of Taxes owed by Holdings or any Restricted Subsidiary to such Governmental Authorities; (q) Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its or any Restricted Subsidiaries delivered pursuant Subsidiary owed to Section 5.01 most recently on sublessees in respect of security deposits or prior to such date) at advances held by the Borrower or any time outstandingRestricted Subsidiary in connection with the subletting sublessees of any leasehold interests of the Borrower or any Restricted Subsidiary; (kr) other Indebtedness of Holdings or any Restricted Subsidiary in an aggregate principal amount not exceeding the greater of (i) $20,000,000 26.0 million and (ii) 420% of Consolidated Total Assets (measured on a pro forma basis as of EBITDA for the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on ended Reference Period for which financial statements have been (or prior were required to such datebe) delivered to the Administrative Agent, at any time outstanding; (ls) other unsecured Indebtedness of Holdings, the Borrower or any other Loan Party, including Convertible Debt and related Permitted Equity Derivatives, so long as (i) no Event of Default has occurred and is continuing or would immediately result therefrom, (ii) the Total Net Leverage Ratio for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent does not exceed 6.00 to 1.00 on a pro forma basis (after giving effect to the incurrence of such Indebtedness) and (iii) such Indebtedness shall (x) not mature earlier than 91 days after the Stated Maturity Date, (y) have terms that are customary market terms for Indebtedness of such type and (z) not be mandatorily prepayable, repurchaseable or redeemable (except for customary asset sale or change of control provisions and, in respect the case of Swap Agreements permitted under Section 6.07Convertible Debt, customary provisions requiring Holdings or any other Loan Parties to repurchase or convert all or any portion of the Convertible Debt) prior to the date that is 91 days after the Stated Maturity Date; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (ot) Indebtedness consisting of the financing of insurance premiums or take or pay obligations contained in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries supply arrangements, in respect of letters of crediteach case, 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 other Indebtedness with respect an amount not to reimbursement-type obligations regarding workers compensation claimsexceed $5.0 million; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (ru) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Loan Parties and their respect Subsidiaries incurred in the ordinary course of business; (sv) any Guarantee by the Borrower or a Restricted Subsidiary Indebtedness consisting of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee reimbursement obligations with respect to such Indebtedness shall be expressly subordinated in right the Existing Letter of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstandingCredit; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations Existing Letters of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01Credit is fully cash collateralized; (w) unsecured Indebtedness to current the extent constituting Indebtedness, advances to or former officers, managers, consultants, directors from a Foreign Subsidiary in respect of transfer pricing and employees, their respective estates, spouses or former spouses cost-sharing arrangements (i.e. “cost-plus” arrangements) in connection with the services provided by such Foreign Subsidiary to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount not to exceed $5,000,000 at any time outstandinga Loan Party; and (x) Indebtedness arising from agreements of Borrower (i) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected contingent interest on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (ba) through (x)w) above and (ii) customary indemnities contained in mandate, engagement and commitment letters, facility agreements, purchase agreements and indentures, in each case entered into in respect of Indebtedness permitted pursuant to this Section 6.01 and any refinancing thereof permitted by clause (f) hereof.

Indebtedness. No Loan Party will, nor will it permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any Indebtedness, except: (a) the Secured Obligations; (b) Indebtedness existing on the date hereof hereofEffective Date and set forth in Schedule 6.01 and any extensions, renewals, refinancings and replacements of any such Indebtedness in accordance with clause (f) hereof; (c) Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary, provided that (i) Indebtedness of any Restricted Subsidiary that is not a Loan Party to the Borrower or any other Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant on terms reasonably satisfactory to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany NoteAdministrative Agent; (d) Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the Borrower or any other Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (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, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 500,000 at any time outstanding; (f) Indebtedness which represents extensions, renewals, refinancings and refinancing or replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), ) and (e), (f), ) and (i), ) and (j) and (kh) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, that (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiariesany Subsidiary, (iii) no Loan Party or any of its Restricted Subsidiaries Subsidiary that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees and interest) are (A) not, when taken as a whole, materially not less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of 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 such Original Indebtedness; (g) 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; (h) Indebtedness of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness; (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereofhereofEffective Date; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (ji) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 500,000 at any time outstanding;; and (kj) other unsecured Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 500,000 at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect aggregate principal amount of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower Borrower’s Subsidiaries permitted by Section 6.08, in an aggregate amount this clause (j) shall not to exceed $5,000,000 250,000 at any time outstanding.; and (x) Indebtedness arising from agreements of Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x).

Indebtedness. No Loan Party will, nor will it permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any Indebtedness, except: (a) the Secured Obligations; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals, refinancings and replacements of any such Indebtedness in accordance with clause (f) hereof; (c) Indebtedness of the Borrower a Loan Party to another Loan Party or to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower a Loan Party or any other Restricted Subsidiary, provided that (i) Indebtedness of any Restricted Subsidiary that is not a Loan Party to the Borrower or any other Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant on terms reasonably satisfactory to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany NoteAdministrative Agent; (d) Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the Borrower or any other Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness of the Borrower or any Restricted Subsidiary incurred after the Effective Date to finance the acquisition, construction or improvement of any fixed or capital assets (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, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 15,000,000 at any time outstanding; (f) Indebtedness which represents extensions, renewals, refinancings and refinancing or replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (ke) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, that (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiariesany Subsidiary, (iii) no Loan Party or any of its Restricted Subsidiaries Subsidiary that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees and interest) are (A) not, when taken as a whole, not materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of 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 such Original Indebtedness; (g) 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; (h) Indebtedness of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness; (j) Indebtedness of any a Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) Effective Date if such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause Subsidiary; (j) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding;Permitted Revolving Indebtedness; and (k) other Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate amount not to exceed $5,000,000 at any time outstanding; and (x) Indebtedness arising from agreements of Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x).

Indebtedness. No Loan Party will, nor will it permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any Indebtedness, except: (a) the Secured Obligations; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals, refinancings and replacements of any such Refinance Indebtedness in accordance with clause (f) hereofrespect thereof; (c) Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary, provided that (i) Indebtedness of any Restricted Subsidiary that is not a Loan Party to the Borrower or any other Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations pursuant on terms reasonably satisfactory to the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany NoteAdministrative Agent; (d) Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the Borrower or any other Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations, if applicable; (e) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (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, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) ), together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed $5,000,000 (or such greater amount as the greater of (x) $30,000,000 and (y) 5% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and Administrative Agent may agree in its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such datesole discretion) at any time outstanding; (f) Indebtedness which represents extensions, renewals, refinancings and refinancing or replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (e), (f), (i), (j) and (kj) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, that (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, except by an amount equal to unpaid accrued interest a reasonable premium and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, incurred in connection with such Refinance Indebtednesstherewith, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its any Restricted SubsidiariesSubsidiary, (iii) no Loan Party or nor any of its Restricted Subsidiaries Subsidiary, in each case that is not originally obligated with respect to repayment of such Original Indebtedness Indebtedness, is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees and interest) are (A) not, when taken as a whole, materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or (B) reflect current market terms for such type of Indebtedness and (viv) if such Original Indebtedness was subordinated in right of payment to the Obligations or any of the other Secured Obligations, then the terms and conditions of 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 such Original Indebtedness; (g) 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; (h) Indebtedness of any Loan Party in respect of letters of credit, banker’s acceptances, bank guarantees, performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom unsecured Subordinated Indebtedness on terms and Borrower shall be in compliance on a pro forma basis conditions (including with the financial covenants set forth in Section 6.12 immediately after giving effect respect to any cash payments) acceptable to the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and Administrative Agent in its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtednesssole discretion; (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (j) ), together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 2,500,000 at any time outstanding; (k) Indebtedness in an aggregate principal amount not exceeding the greater of obligations (icontingent or otherwise) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to existing or arising under any Swap Agreement permitted by Section 5.01 most recently on or prior to such date) at any time outstanding6.07; (l) unsecured Indebtedness to trade creditors in respect the ordinary course of Swap Agreements permitted under Section 6.07business and not past due; (m) unsecured Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred as a result of endorsing negotiable instruments received in the ordinary course of business; (n) Indebtedness in respect consisting of netting services, overdraft protections and otherwise in connection with deposit accountsthe financing of insurance premiums; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; Foreign Subsidiaries (pi) Indebtedness incurred by 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 other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties business credit cards in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) 2,500,000 at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; and (vii) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.08, in an aggregate principal amount not to exceed $5,000,000 at any time outstanding; (p) unsecured Indebtedness in the form of purchase price adjustments, earn outs, deferred compensation, or other arrangements representing Acquisition consideration or deferred payments of a similar nature incurred in connection with Investments permitted by Section 6.04; and (xq) other Indebtedness arising from agreements of Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is an aggregate principal amount not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (x)). For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) exceeding $5,000,000 at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(b) through (x) 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 Section 6.01(b) through (x) 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. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (b) through (x)outstanding.