Common use of Indebtedness; Certain Equity Securities Clause in Contracts

Indebtedness; Certain Equity Securities. (a) Bidco shall not, and shall not permit any of its Restricted Subsidiaries to create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and Bidco shall not issue any shares of Disqualified Equity Interests and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Equity Interests or Preferred Stock; provided, however, that Bidco may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Equity Interests, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Equity Interests and issue Preferred Stock that is, in each case, secured by a Lien on the Collateral that is pari passu with the Lien securing the Secured Obligations, secured by a Lien on the Collateral that is junior to the Lien securing the Secured Obligations, or that is unsecured or secured by assets that are not Collateral to the extent that (1) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a pari passu basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured First Lien Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is secured by a Lien on a pari passu basis with the Liens on the Collateral securing the Secured Obligations), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 , (2) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a junior priority basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is secured by a Lien on a junior basis to the Liens on the Collateral securing the Secured Obligations), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 and (3) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is unsecured or is secured by assets that do not become Collateral, either (A) the Total Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is unsecured or secured by assets that are not Collateral), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 or (B) the Interest Coverage Ratio of Bidco and the Restricted Subsidiaries, after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis, would be at least 2.00 to 1.00; provided, further, however, that, on a Pro Forma Basis, together with any amounts incurred or issued, as applicable, and outstanding by Restricted Subsidiaries that are not Guarantors pursuant to clauses (xi)(b)(x) and (xvi) of Section 6.01(b), no more than the greater of $750,000,000 and 100% of Consolidated EBITDA for the most recently ended Test Period, calculated on a Pro Forma Basis, of Indebtedness, Disqualified Equity Interests or Preferred Stock at any one time outstanding and incurred or issued, as applicable, pursuant to this paragraph shall be incurred or issued, as applicable, by Restricted Subsidiaries that are not Guarantors; provided, further, however that the foregoing limitation shall not apply to Indebtedness of any Person that becomes a Restricted Subsidiary in connection with a Permitted Acquisition or any other Investment not prohibited by Section 6.05 (or of any Person not previously a Restricted Subsidiary that is merged, consolidated with or into Bidco or a Restricted Subsidiary) if such Indebtedness is outstanding prior to such Person becoming a Restricted Subsidiary and to the extent such Indebtedness is not incurred in contemplation of such acquisition or Investment.

Indebtedness; Certain Equity Securities. (a) Bidco shall The Borrower will not, and shall not permit any of its Restricted Subsidiaries to create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and Bidco shall not issue any shares of Disqualified Equity Interests and shall will not permit any Restricted Subsidiary to, incur or permit to issue exist any shares of Disqualified Equity Interests or Preferred Stock; provided, however, that Bidco may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Equity Interests, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Equity Interests and issue Preferred Stock that is, in each case, secured by a Lien on the Collateral that is pari passu with the Lien securing the Secured Obligations, secured by a Lien on the Collateral that is junior to the Lien securing the Secured Obligations, or that is unsecured or secured by assets that are not Collateral to the extent that (1) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on except: (i) Indebtedness of the Collateral on a pari passu basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured First Lien Net Leverage Ratio of Bidco Borrower and the Restricted Subsidiaries under the Loan Documents (including for the purposes of such calculation any Disqualified Equity Interests Indebtedness incurred pursuant to Section 2.20 or Preferred Stock that is secured by a Lien on a pari passu basis with the Liens 2.24); (ii) Indebtedness (A) outstanding on the Collateral securing the Secured Obligations), after giving effect to the incurrence Effective Date; provided that Indebtedness with an outstanding principal amount in excess of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable$5,000,000 shall only be permitted under this clause (ii) if set forth on Schedule 6.01, and (B) any Permitted Refinancing thereof; (iii) Guarantees by the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 , (2) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a junior priority basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured Net Leverage Ratio of Bidco Borrower and the Restricted Subsidiaries (including for in respect of Indebtedness of the purposes of such calculation Borrower or any Disqualified Equity Interests or Preferred Stock Restricted Subsidiary otherwise permitted hereunder; provided that if the Indebtedness being Guaranteed is secured by a Lien on a junior basis subordinated to the Liens on the Collateral securing the Secured Loan Document Obligations), after giving effect such Guarantee shall be subordinated to the incurrence Guarantee of the Loan Document Obligations on terms at least as favorable (as reasonably determined by the Borrower) taken as a whole, to the Lenders as those contained in the subordination of such Indebtedness, Disqualified Equity Interests ; (iv) Indebtedness of the Borrower or Preferred Stock, as applicable, and any Restricted Subsidiary owing to the use Borrower or any Restricted Subsidiary to the extent permitted by Section 6.04; provided that all such Indebtedness of proceeds thereof, any Loan Party owing to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Loan Document Obligations pursuant to the Intercompany Note or otherwise on a Pro Forma Basis would not exceed 5.10 to 1.00 and (3) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is unsecured or is secured by assets that do not become Collateral, either terms (A) the Total Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is unsecured or secured by assets that are not Collateral), after giving effect at least as favorable to the incurrence Lenders as those set forth in the form of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 Intercompany Note or (B) otherwise reasonably satisfactory to the Administrative Agent; (v) (A) Indebtedness (including Capital Lease Obligations) of the Borrower or any Restricted Subsidiary the proceeds of which are used to finance the acquisition, development, construction, repair, restoration, replacement, maintenance, upgrade, expansion or improvement of fixed or capital assets or other property (whether real or personal) (whether through the direct purchase of property or the Equity Interest Coverage Ratio of Bidco any person owning such property) or otherwise incurred in respect of Capital Expenditures; provided that such Indebtedness is incurred concurrently with or within 270 days after the applicable acquisition, development, construction, repair, restoration, replacement, maintenance, upgrade, expansion or improvement; provided further that, at the time of any such incurrence of Indebtedness and the Restricted Subsidiaries, after giving pro forma effect thereto and to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of the proceeds thereof, on a Pro Forma Basis, would be at least 2.00 the aggregate principal amount of Indebtedness then outstanding under this clause (v)(A) shall not exceed an amount equal to 1.00; provided, further, however, that, on a Pro Forma Basis, together with any amounts incurred or issued, as applicable, and outstanding by Restricted Subsidiaries that are not Guarantors pursuant to clauses (xi)(b)(x) and (xvi) of Section 6.01(b), no more than the greater of (x) $750,000,000 10,000,000 and 100(y) 10.0% of Consolidated Cash EBITDA for the Test Period most recently ended Test Period, calculated on a Pro Forma Basis, or prior to such date of Indebtedness, Disqualified Equity Interests or Preferred Stock at any one time outstanding and incurred or issued, incurrence (measured as applicable, pursuant to this paragraph shall be incurred or issued, as applicable, by Restricted Subsidiaries that are not Guarantors; provided, further, however that of the foregoing limitation shall not apply to Indebtedness of any Person that becomes a Restricted Subsidiary in connection with a Permitted Acquisition or any other Investment not prohibited by Section 6.05 (or of any Person not previously a Restricted Subsidiary that is merged, consolidated with or into Bidco or a Restricted Subsidiary) if date such Indebtedness is outstanding prior to such Person becoming a Restricted Subsidiary and to the extent such Indebtedness is not incurred in contemplation of such acquisition or Investment.149 US-DOCS\115047431.4127573765.6

Indebtedness; Certain Equity Securities. (a) Bidco shall Holdings will not, and shall not permit any of its Restricted Subsidiaries to create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and Bidco shall not issue any shares of Disqualified Equity Interests and shall will not permit any Restricted Subsidiary to, create, incur, assume or permit to issue exist any shares Indebtedness, except: (i) Indebtedness of Disqualified Equity Interests or Preferred Stock; provided, however, that Bidco may incur Indebtedness Holdings and any of the Restricted Subsidiaries under the First Lien Loan Documents (including Acquired any Indebtedness incurred pursuant to Section 2.20 or 2.21); (ii) Indebtedness) or issue shares of Disqualified Equity Interests, including intercompany Indebtedness, outstanding on the Effective Date and listed on Schedule 6.01, and any Permitted Refinancing thereof; (iii) Guarantees by Holdings and any of its the Restricted Subsidiaries may incur in respect of Indebtedness of Holdings or any Restricted Subsidiary otherwise permitted hereunder; provided that (including Acquired Indebtedness)A) such Guarantee is otherwise permitted by Section 6.04, issue shares (B) no Guarantee by any Restricted Subsidiary of Disqualified Equity Interests any Junior Financing shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the First Lien Loan Document Obligations pursuant to the First Lien Guarantee Agreement, and issue Preferred Stock that is, in each case, secured by a (C) if the Indebtedness being Guaranteed is subordinated to the First Lien on the Collateral that is pari passu with the Lien securing the Secured Loan Document Obligations, secured by a Lien on the Collateral that is junior such Guarantee shall be subordinated to the Guarantee of the First Lien securing Loan Document Obligations on terms at least as favorable to the Secured ObligationsLenders as those contained in the subordination of such Indebtedness; (iv) Indebtedness of Holdings owing to any Restricted Subsidiary or of any Restricted Subsidiary owing to any other Restricted Subsidiary or Holdings, or that is unsecured or secured by assets that are not Collateral to the extent permitted by Section 6.04; provided that (1) if all such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a pari passu basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured First Lien Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is secured by a Lien on a pari passu basis with the Liens on the Collateral securing the Secured Obligations), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 , (2) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a junior priority basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is secured by a Lien on a junior basis to the Liens on the Collateral securing the Secured Obligations), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 and (3) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is unsecured or is secured by assets that do not become Collateral, either (A) the Total Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is unsecured or secured by assets that are not Collateral), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 or (B) the Interest Coverage Ratio of Bidco and the Restricted Subsidiaries, after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis, would be at least 2.00 to 1.00; provided, further, however, that, on a Pro Forma Basis, together with any amounts incurred or issued, as applicable, and outstanding by Restricted Subsidiaries that are not Guarantors pursuant to clauses (xi)(b)(x) and (xvi) of Section 6.01(b), no more than the greater of $750,000,000 and 100% of Consolidated EBITDA for the most recently ended Test Period, calculated on a Pro Forma Basis, of Indebtedness, Disqualified Equity Interests or Preferred Stock at any one time outstanding and incurred or issued, as applicable, pursuant to this paragraph shall be incurred or issued, as applicable, by Restricted Subsidiaries that are not Guarantors; provided, further, however that the foregoing limitation shall not apply to Indebtedness of any Person that becomes a Restricted Subsidiary in connection with a Permitted Acquisition or Loan Party owing to any other Investment not prohibited by Section 6.05 (or of any Person not previously a Restricted Subsidiary that is merged, consolidated with or into Bidco or not a Restricted Subsidiary) if Loan Party shall be subordinated to the First Lien Loan Document Obligations (to the extent any such Indebtedness is outstanding prior to at any time after the date that is sixty (60) days after the Effective Date or such Person becoming a Restricted Subsidiary and to later date as the extent such Indebtedness is not incurred in contemplation of such acquisition or Investment.First Lien Administrative Agent may

Indebtedness; Certain Equity Securities. (a) Bidco shall The Borrower will not, and shall not permit any of its Restricted Subsidiaries to create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and Bidco shall not issue any shares of Disqualified Equity Interests and shall will not permit any Restricted Subsidiary to, create, incur, assume or permit to issue exist any shares Indebtedness, except: (i) Indebtedness of Disqualified Equity Interests or Preferred Stock; provided, however, that Bidco may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Equity Interests, the Borrower and any of the Restricted Subsidiaries under the Loan Documents; (ii) Indebtedness outstanding on the First Amendment Effective Date and listed on Schedule 6.01, including intercompany Indebtedness and any Permitted Refinancing thereof; (iii) Guarantees by the Borrower and its Restricted Subsidiaries may incur in respect of Indebtedness of the Borrower or any Restricted Subsidiary otherwise permitted hereunder; provided that (including Acquired IndebtednessA) such Guarantee is otherwise permitted by Section 6.04 (other than Section 6.04(u)), issue shares (B) no Guarantee by any Restricted Subsidiary of Disqualified Equity Interests any Junior Financing or other Indebtedness for borrowed money of the Borrower or any other Loan Party shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Loan Document Obligations pursuant to the Guarantee Agreement, and issue Preferred Stock that is, in each case, secured by a Lien on (C) if the Collateral that Indebtedness being Guaranteed is pari passu with subordinated to the Lien securing the Secured Loan Document Obligations, secured by a Lien on the Collateral that is junior such Guarantee shall be subordinated to the Lien securing Guarantee of the Secured ObligationsLoan Document Obligations on terms at least as favorable to the Lenders, taken as a whole, as those contained in the subordination of such Indebtedness; (iv) Indebtedness of the Borrower owing to any Restricted Subsidiary or that is unsecured of any Restricted Subsidiary owing to any other Restricted Subsidiary or secured by assets that are not Collateral the Borrower, to the extent permitted by Section 6.04; provided that (1) if all such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a pari passu basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured First Lien Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is secured by a Lien on a pari passu basis with the Liens on the Collateral securing the Secured Obligations), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 , (2) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a junior priority basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is secured by a Lien on a junior basis to the Liens on the Collateral securing the Secured Obligations), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 and (3) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is unsecured or is secured by assets that do not become Collateral, either (A) the Total Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is unsecured or secured by assets that are not Collateral), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 or (B) the Interest Coverage Ratio of Bidco and the Restricted Subsidiaries, after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis, would be at least 2.00 to 1.00; provided, further, however, that, on a Pro Forma Basis, together with any amounts incurred or issued, as applicable, and outstanding by Restricted Subsidiaries that are not Guarantors pursuant to clauses (xi)(b)(x) and (xvi) of Section 6.01(b), no more than the greater of $750,000,000 and 100% of Consolidated EBITDA for the most recently ended Test Period, calculated on a Pro Forma Basis, of Indebtedness, Disqualified Equity Interests or Preferred Stock at any one time outstanding and incurred or issued, as applicable, pursuant to this paragraph shall be incurred or issued, as applicable, by Restricted Subsidiaries that are not Guarantors; provided, further, however that the foregoing limitation shall not apply to Indebtedness of any Person that becomes a Restricted Subsidiary in connection with a Permitted Acquisition or Loan Party owing to any other Investment not prohibited by Section 6.05 (or of any Person not previously a Restricted Subsidiary that is merged, consolidated with or into Bidco or not a Restricted Subsidiary) if such Indebtedness is outstanding prior to such Person becoming a Restricted Subsidiary and Loan Party shall be subordinated to the extent such Indebtedness is not incurred Loan Document Obligations on terms (i) at least as favorable to the Lenders as those set forth in contemplation of such acquisition the Intercompany Note or Investment.(ii) otherwise reasonably satisfactory to the Administrative Agent;

Indebtedness; Certain Equity Securities. (a) Bidco shall the Company will not, and shall not permit any of its Restricted Subsidiaries to create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and Bidco shall not issue any shares of Disqualified Equity Interests and shall will not permit any Restricted Subsidiary to, create, incur, assume or permit to issue exist any shares Indebtedness, except: the incurrence by the Company and any Note Guarantors of Disqualified Equity Interests or Preferred Stock; provided, however, that Bidco may incur Indebtedness represented by the Notes (including Acquired Indebtednessany Guarantee) or issue shares of Disqualified Equity Interests, and any of its Restricted Subsidiaries may incur Permitted Refinancing thereof; Indebtedness outstanding on the Issue Date (including Acquired Indebtednessother than Indebtedness described in Sections 4.10(a)(i), issue shares of Disqualified Equity Interests 4.10(a)(xviii), 4.10(a)(xxi), 4.10(a)(xxii), 4.10(a)(xxiii) and issue Preferred Stock that is, in each case, secured 4.10(a)(xxiv)) and any Permitted Refinancing thereof; Guarantees by a Lien on the Collateral that is pari passu with the Lien securing the Secured Obligations, secured by a Lien on the Collateral that is junior to the Lien securing the Secured Obligations, or that is unsecured or secured by assets that are not Collateral to the extent that (1) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a pari passu basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured First Lien Net Leverage Ratio of Bidco Company and the Restricted Subsidiaries in respect of Indebtedness (including for other than Indebtedness permitted under Section 4.10(a)(xxiv)) of the purposes of such calculation Company or any Disqualified Equity Interests or Preferred Stock that is secured by a Lien on a pari passu basis with the Liens on the Collateral securing the Secured Obligations), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 , Restricted Subsidiary otherwise permitted hereunder (2) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a junior priority basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is secured by a Lien on a junior basis to the Liens on the Collateral securing the Secured Obligations), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 and (3) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is unsecured or is secured by assets that do not become Collateral, either (A) the Total Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is unsecured or secured by assets that are not Collateral), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 or (B) the Interest Coverage Ratio of Bidco and the Restricted Subsidiaries, after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis, would be at least 2.00 to 1.00; provided, further, however, that, on a Pro Forma Basis, together with any amounts incurred or issued, as applicable, and outstanding other than Guarantees by Restricted Subsidiaries that are not Domestic Note Guarantors or Canadian Note Guarantors of Indebtedness incurred pursuant to clauses Section 4.10(a)(xxii)); provided that (xi)(b)(xA) such Guarantee is otherwise permitted by Section 4.13, (B) no Guarantee by any Restricted Subsidiary of any Junior Financing shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Notes Obligations pursuant to a Note Guarantee and (xviC) of Section 6.01(b)if the Indebtedness being Guaranteed is subordinated to the Notes Obligations, no more than the greater of $750,000,000 and 100% of Consolidated EBITDA for the most recently ended Test Period, calculated on a Pro Forma Basis, of Indebtedness, Disqualified Equity Interests or Preferred Stock at any one time outstanding and incurred or issued, as applicable, pursuant to this paragraph such Guarantee shall be incurred or issuedsubordinated to the Note Guarantee on terms at least as favorable (as reasonably determined by the Required Holders) taken as a whole, to the Holders of the Notes as applicable, by Restricted Subsidiaries that are not Guarantorsthose contained in the subordination of such Indebtedness; provided, further, however that the foregoing limitation shall not apply to Indebtedness of the Company or any Person that becomes a Restricted Subsidiary in connection with a Permitted Acquisition owing to the Company or any other Investment not prohibited Restricted Subsidiary to the extent permitted by Section 6.05 (or 4.13; provided that all such Indebtedness of the Note Parties owing to any Person not previously a Restricted Subsidiary that is mergednot a Note Party shall be subordinated in right of payment to the Notes (but only to the extent permitted by applicable law and not giving rise to material adverse Tax consequences); o Indebtedness (including Capital Lease Obligations) of the Company or any Restricted Subsidiary financing the acquisition, consolidated with construction, repair, replacement, installation or into Bidco improvement of any property (real or a Restricted Subsidiary) if personal, and whether through the direct purchase of property or the Equity Interest of any person owning such property); provided that such Indebtedness is incurred concurrently with or within 270 days after the applicable acquisition, construction, repair, replacement, installation or improvement, and o any Permitted Refinancing of any Indebtedness set forth in the immediately preceding subclause (A); provided further that, at the time of any such incurrence of Indebtedness and after giving pro forma effect thereto and to the use of the proceeds thereof, the aggregate principal amount of Indebtedness that is outstanding prior in reliance on this subclause (v) shall not exceed $20,000,000 as of such time; Indebtedness in respect of Swap Agreements entered into to hedge or mitigate risks to which the Company or any Restricted Subsidiary has actual exposure (other than those in respect of shares of capital stock or other Equity Interests of the Company or any Restricted Subsidiary), including Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Company or any Restricted Subsidiary; Indebtedness incurred pursuant to Section 8a of the German Old Age Employees Retirement Act (Altersteilzeitgesetz) or Section 7e of the Fourth Book of the German Social Security Code IV (Sozialgesetzbuch IV); Indebtedness consisting of unsecured promissory notes issued by any Note Party to current or former officers, managers, consultants, independent contractors, directors and employees or their respective estates, successors, spouses, former spouses, domestic partners, heirs, legatees or distributees to finance the purchase or redemption of Equity Interests of the Company permitted by Section 4.17(a); o Indebtedness arising from an agreement providing for indemnification obligations or obligations in respect of purchase price (including earnouts) or other similar adjustments incurred in any Investment or any Disposition, in each case permitted under this Indenture and o Indebtedness arising from guaranties, letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments securing the performance pursuant to any such Person becoming a agreement described in clause (A); Indebtedness consisting of obligations under deferred compensation or other similar arrangements incurred (A) in the ordinary course of business to current or former directors, officers, employees, members of management, managers and consultants of the Company and/or any Restricted Subsidiary and (B) in connection with any Investment permitted hereunder; Cash Management Obligations and other Indebtedness in respect of netting services, cash pooling overdraft protections and similar arrangements and Indebtedness arising from the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds, in each case in the ordinary course of business; Indebtedness of the Company, the Domestic Note Guarantors and the Canadian Note Guarantors; provided that at the time of the incurrence thereof and after giving pro forma effect thereto, the aggregate principal amount of Indebtedness outstanding in reliance on this clause (xii) shall not exceed $10,000,000 and shall be subject to the extent such Required Additional Debt Terms; Indebtedness is not consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case in the ordinary course of business; Indebtedness incurred by the Company or any Restricted Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, or similar instruments issued or created, or related to obligations or liabilities (other than Indebtedness) incurred in contemplation the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other reimbursement-type obligations regarding workers compensation claims; obligations in respect of performance, bid, appeal and surety bonds and performance, bankers acceptance facilities and completion guarantees, leases, government or trade contracts and similar obligations provided by the Company or any Restricted Subsidiary or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; Indebtedness of the Company (and any Guarantee thereof by a Note Guarantor) that is incurred to refinance, defease, satisfy or in exchange for Existing Notes; provided that at the time of incurrence thereof and after giving pro forma effect thereto, the aggregate principal amount of Indebtedness outstanding in reliance on this clause (xvi) shall not exceed $175,000,000; provided that any Indebtedness incurred pursuant to this clause (xvi) (1) shall be subject to the Required Additional Debt Terms and (2) if secured, will be secured only by Liens permitted under Section 4.11(xix)(A); [reserved]Indebtedness under the De Lage Program in the ordinary course of business and consistent with past practice and any Permitted Refinancing thereof in an aggregate amount at any time outstanding not to exceed $10,000,000; Indebtedness supported by a Letter of Credit (as defined in the ABL Credit Agreement or equivalent term under any document governing any other revolving credit facility), in a principal amount not to exceed the face amount of such acquisition Letter of Credit (as defined in the ABL Credit Agreement or Investmentequivalent term under any document governing any other revolving credit facility); any liability in respect of any Loan Party arising under a declaration of joint and several liability (hoofdelijke aansprakelijkheid) as referred to in Section 2:403 of the Dutch Civil Code (and any residual liability under such declaration arising pursuant to Section 2:404(2) of the Dutch Civil Code; any liability arising as a result of a fiscal unity (fiscale eenheid) between Note Parties; Indebtedness in respect of the Other Senior Secured Convertible Notes (including any related Guarantee) and any Permitted Refinancing thereof; Indebtedness of the Company, any Note Guarantor that is a Canadian Subsidiary and/or any Note Guarantor that is a Domestic Subsidiary under o the ABL Credit Agreement and (B) any Permitted Refinancing of Indebtedness incurred pursuant to the foregoing subclause (A); provided that the aggregate principal amount of Indebtedness outstanding in reliance on this clause (xxii) shall not exceed the ABL Maximum Amount plus other ABL Obligations constituting Revolving Bank Product Obligations and Revolving Secured Rate Contract Obligations under and as defined in the ABL Intercreditor Agreement; provided, that any such Indebtedness, if secured, shall be secured only by Liens permitted under Section 4.11(xix)(B); Indebtedness in respect of o the Credit Agreement and o any Permitted Refinancing thereof; provided that the aggregate principal amount of Indebtedness outstanding in reliance on this clause (xxiii) shall not exceed $104,500,000; Indebtedness in respect of the Existing Notes and any Permitted Refinancing thereof, in an amount not to exceed (i) in the case of the 2024 Notes and any Permitted Refinancing thereof, the amount outstanding on the Issue Date and (ii) in the case of the 2026 Notes and any Permitted Refinancing thereof, the amount outstanding on the Issue Date; [reserved]; and all premiums (if any), interest (including interest paid in kind and post-petition interest), accretion or amortization of original issue discount, fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xxv) above. The Company will not, nor will it permit any Restricted Subsidiary to, issue any preferred Equity Interests or any Disqualified Equity Interests.

Indebtedness; Certain Equity Securities. (a) Bidco shall notNeither Holdings nor the Borrower will, and shall not nor will Holdings or the Borrower permit any of its their respective Restricted Subsidiaries to to, create, incur, issueassume or permit to exist any Indebtedness, assume, guarantee or otherwise become liable, contingently or otherwise except: (collectively, “incur” a) Indebtedness created hereunder and collectively, an “incurrence”under the other Loan Documents; (b) with Indebtedness existing on the Restatement Effective Date and set forth in Schedule 6.01(b) and any Refinancing Indebtedness in respect thereof; (c) Indebtedness of the Borrower to any Indebtedness (including Acquired Indebtedness) Restricted Subsidiary and Bidco shall not issue any shares of Disqualified Equity Interests and shall not permit any Restricted Subsidiary to issue the Borrower or any shares other Restricted Subsidiary; provided that (i) Indebtedness of Disqualified Equity Interests any Subsidiary that is not a Loan Party to the Borrower or Preferred Stockany Subsidiary Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of the Borrower or any Subsidiary Loan Party to any Restricted Subsidiary that is not a Subsidiary Loan Party shall, on and after the Restatement Effective Date, be subordinated to the Obligations on the terms set forth in the Global Intercompany Note; provided, however, (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 Bidco may incur (i) the Indebtedness so Guaranteed is permitted by this Section (including Acquired Indebtednessother than clause (b) or issue shares (f)), (ii) Guarantees by the Borrower or any Subsidiary Loan Party of Disqualified Equity InterestsIndebtedness 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 Obligations of the applicable Loan Party to the same extent and on the same terms as the Indebtedness so Guaranteed is subordinated to the Obligations; (e) (i) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction, repair, replacement or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed by the Borrower or any Restricted Subsidiary in connection with the acquisition of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Equity Interests and issue Preferred Stock that is, in each case, any such assets or secured by a Lien on the Collateral that is pari passu with the Lien securing the Secured Obligations, secured by a Lien on the Collateral that is junior any such assets prior to the Lien securing acquisition thereof; provided that such Indebtedness is incurred prior to or within 270 days after such acquisition or the Secured Obligations, or that is unsecured or secured by assets that are not Collateral to the extent that (1) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a pari passu basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured First Lien Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes completion of such calculation any Disqualified Equity Interests construction, repair, replacement or Preferred Stock that is secured by a Lien on a pari passu basis with the Liens on the Collateral securing the Secured Obligations), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicableimprovement, and (ii) Refinancing Indebtedness in respect of Indebtedness incurred or assumed pursuant to clause (i) above; provided that the use aggregate principal amount of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 , Indebtedness permitted by this clause (2) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a junior priority basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is secured by a Lien on a junior basis to the Liens on the Collateral securing the Secured Obligationse), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 and (3) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is unsecured or is secured by assets that do not become Collateral, either (A) the Total Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is unsecured or secured by assets that are not Collateral), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 or (B) the Interest Coverage Ratio of Bidco and the Restricted Subsidiaries, after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis, would be at least 2.00 to 1.00; provided, further, however, that, on a Pro Forma Basis, together with any amounts sale and leaseback transaction incurred or issued, as applicable, and outstanding by Restricted Subsidiaries that are not Guarantors pursuant to clauses (xi)(b)(x) and (xvi) of Section 6.01(b)6.06, no more than the greater of shall not exceed $750,000,000 and 100% of Consolidated EBITDA for the most recently ended Test Period, calculated on a Pro Forma Basis, of Indebtedness, Disqualified Equity Interests or Preferred Stock 10,000,000 at any one time outstanding and incurred or issued, as applicable, pursuant to this paragraph shall be incurred or issued, as applicable, by Restricted Subsidiaries that are not Guarantorsoutstanding; provided, further, however that the foregoing limitation shall not apply to (f) (i) Indebtedness of any Person that becomes a Restricted Subsidiary in connection with a Permitted Acquisition or any other Investment not prohibited by Section 6.05 (or of any Person not previously a Restricted Subsidiary that is merged, merged or consolidated with or into Bidco or a Restricted Subsidiary) if such Indebtedness is outstanding prior to such Person becoming a Restricted Subsidiary and to in a transaction permitted hereunder) after the extent Restatement Effective Date, or Indebtedness of any Person that is assumed by any Restricted Subsidiary in connection with an acquisition of assets by such Restricted Subsidiary in an acquisition permitted by Section 6.04; provided that such 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 incurred created in contemplation of such acquisition or Investment.in connection with such

Indebtedness; Certain Equity Securities. (a) Bidco The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise otherwise, for (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and Bidco the Borrower shall not issue any shares of Disqualified Equity Interests and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Equity Interests or Preferred Stock; provided, however, that Bidco the Borrower may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Equity Interests, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Equity Interests and issue Preferred Stock that is, in each case, secured by a Lien on the Collateral that is pari passu with the Lien securing the Secured Obligations, secured by a Lien on the Collateral that is junior to the Lien securing the Secured Obligations, or that is unsecured or secured by assets that are not Collateral to the extent that (1) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a pari passu basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured First Lien Net Leverage Ratio of Bidco the Borrower and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is secured by a Lien on a pari passu basis with the Liens on the Collateral securing the Secured Obligations), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 (x) 3.00 to 1.00 or (y) if incurred in connection with any Permitted Acquisition or similar Investment not otherwise prohibited by this Agreement, the greater of 3.00 to 1.00 and the Senior Secured First Lien Net Leverage Ratio immediately prior to such transaction, (2) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a junior priority basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured Net Leverage Ratio of Bidco the Borrower and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is secured by a Lien on a junior basis to the Liens on the Collateral securing the Secured Obligations), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 (x) 4.00 to 1.00 or (y) if incurred in connection with any Permitted Acquisition or similar Investment not otherwise prohibited by the by this Agreement, the greater of 4.00 to 1.00 and the Senior Secured Net Leverage Ratio immediately prior to such transaction and (3) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is unsecured or is secured by assets that do not become Collateral, either (A) the Total Net Leverage Ratio of Bidco the Borrower and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is unsecured or secured by assets that are not Collateral), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 (x) 5.00 to 1.00 or (y) if incurred in connection with any Permitted Acquisition or similar Investment not otherwise prohibited by the by this Agreement, the greater of 5.00 to 1.00 and the Total Net Leverage Ratio immediately prior to such transaction or (B) the Interest Coverage Ratio of Bidco the Borrower and the Restricted Subsidiaries, after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis, would be at least (x) 2.00 to 1.001.00 or (y) if incurred in connection with any Permitted Acquisition or similar Investment not otherwise prohibited by the by this Agreement, the lesser of 2.00 to 1.00 and the Interest Coverage Ratio immediately prior to such transaction; provided, further, however, that, on a Pro Forma Basis, together with any amounts incurred or issued, as applicable, and outstanding by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to clauses (xi)(b)(xxi) and (xvi) of Section 6.01(b), no more than the greater of $750,000,000 426,000,000 and 10030% of Consolidated EBITDA for the most recently ended Test Period, calculated on a Pro Forma Basis, of Indebtedness, Disqualified Equity Interests or Preferred Stock at any one time outstanding and incurred or issued, as applicable, pursuant to this paragraph shall be incurred or issued, as applicable, by Restricted Subsidiaries that are not Subsidiary Guarantors; provided, further, however that the foregoing limitation shall not apply to Indebtedness of any Person that becomes a Restricted Subsidiary in connection with a Permitted Acquisition or any other Investment not prohibited by Section 6.05 (or of any Person not previously a Restricted Subsidiary that is merged, amalgamated or consolidated with or into Bidco the Borrower or a Restricted Subsidiary) if such Indebtedness is outstanding prior to such Person becoming a Restricted Subsidiary and to the extent such Indebtedness is not incurred in contemplation of such acquisition or Investment; provided, further, that, if any such Indebtedness (1) is in the form of broadly syndicated term B loans denominated in United States dollars and (2) ranks equal in right of payment with the Initial Term Loans and is secured by the Collateral on a pari passu basis with the Secured Obligations, then the Initial Term Loans shall be subject to the MFN Protection set forth in the proviso to Section 2.19(b) as if such Indebtedness was an Incremental Term Facility incurred hereunder; provided, further, that any Indebtnedess incurred pursuant to this clause (a)(1) shall not mature earlier than the Term Maturity Date (except in the case of customary bridge loans which, subject to customary conditions (including no payment or bankruptcy event of default), would either automatically be converted into or required to be exchanged for permanent refinancing that does not mature earlier than the Term Maturity Date) and (2) shall not have a shorter Weighted Average Life to Maturity than the remaining Initial Term Loans (except in the case of customary bridge loans which, subject to customary conditions (including no payment or bankruptcy event of default), would either automatically be converted into or required to be exchanged for permanent refinancing Indebtedness which does not have a shorter Weighted Average Life to Maturity than such remaining Initial Term Loans).

Indebtedness; Certain Equity Securities. (a) Bidco shall Holdings will not, and shall not permit any of its Restricted Subsidiaries to create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and Bidco shall not issue any shares of Disqualified Equity Interests and shall will not permit any Restricted Subsidiary to, create, incur, assume or permit to issue exist any shares Indebtedness, except: (i) Indebtedness of Disqualified Equity Interests Holdings and any of the Restricted Subsidiaries under the First Lien Loan Documents (including any Indebtedness incurred pursuant to Section 2.20 or Preferred Stock2.21); (ii) Indebtedness, including intercompany Indebtedness, outstanding on the Effective Date and listed on Schedule 6.01, and any Permitted Refinancing thereof; (iii) Guarantees by Holdings and any of the Restricted Subsidiaries in respect of Indebtedness of Holdings or any Restricted Subsidiary otherwise permitted hereunder; provided that (A) such Guarantee is otherwise permitted by Section 6.04, (B) no Guarantee by any Restricted Subsidiary of any Junior Financing shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the First Lien Loan Document Obligations pursuant to the First Lien Guarantee Agreement, and (C) if the Indebtedness being Guaranteed is subordinated to the First Lien Loan Document Obligations, such Guarantee shall be subordinated to the Guarantee of the First Lien Loan Document Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (iv) Indebtedness of Holdings owing to any Restricted Subsidiary or of any Restricted Subsidiary owing to any other Restricted Subsidiary or Holdings, to the extent permitted by Section 6.04; provided that all such Indebtedness of any Loan Party owing to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the First Lien Loan Document Obligations (to the extent any such Indebtedness is outstanding at any time after the date that is sixty (60) days after the Effective Date or such later date as the First Lien Administrative Agent may reasonably agree) (but only to the extent permitted by applicable law and not giving rise to adverse tax consequences) on terms (i) at least as favorable to the Lenders as those set forth in the form of intercompany note attached as Exhibit F or (ii) otherwise reasonably satisfactory to the First Lien Administrative Agent; (v) (A) Indebtedness (including Capital Lease Obligations and purchase money Indebtedness) incurred, issued or assumed by Holdings or any Restricted Subsidiary to finance the acquisition, purchase, lease, construction, repair, replacement or improvement of fixed or capital property, equipment or other assets; provided that such Indebtedness is incurred concurrently with or within 270 days after the applicable acquisition, purchase, lease, construction, repair, replacement or improvement, and (B) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clause (A) (or successive Permitted Refinancings thereof); provided, howeverfurther that, that Bidco may incur at the time of any such incurrence of Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Equity Interests, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Equity Interests and issue Preferred Stock that is, in each case, secured by a Lien on the Collateral that is pari passu with the Lien securing the Secured Obligations, secured by a Lien on the Collateral that is junior to the Lien securing the Secured Obligations, or that is unsecured or secured by assets that are not Collateral to the extent that (1) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a pari passu basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured First Lien Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is secured by a Lien on a pari passu basis with the Liens on the Collateral securing the Secured Obligations), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Indebtedness that is outstanding in reliance on a Pro Forma Basis would this clause (v) shall not exceed 5.10 to 1.00 , (2) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a junior priority basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured Net Leverage Ratio greater of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is secured by a Lien on a junior basis to the Liens on the Collateral securing the Secured Obligations), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 and (3) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is unsecured or is secured by assets that do not become Collateral, either (A) the Total Net Leverage Ratio of Bidco $35,200,000 and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is unsecured or secured by assets that are not Collateral), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 or (B) the Interest Coverage Ratio of Bidco and the Restricted Subsidiaries, after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis, would be at least 2.00 to 1.00; provided, further, however, that, on a Pro Forma Basis, together with any amounts incurred or issued, as applicable, and outstanding by Restricted Subsidiaries that are not Guarantors pursuant to clauses (xi)(b)(x) and (xvi) of Section 6.01(b), no more than the greater of $750,000,000 and 100% of 20%of Consolidated EBITDA for the most recently ended Test Period, calculated on a Pro Forma Basis, Period as of Indebtedness, Disqualified Equity Interests or Preferred Stock at any one time outstanding such time; (vi) Indebtedness in respect of Swap Agreements incurred in the ordinary course of business and incurred or issued, as applicable, pursuant to this paragraph shall be incurred or issued, as applicable, by Restricted Subsidiaries that are not Guarantorsfor speculative purposes; provided, further, however that the foregoing limitation shall not apply to (vii) (A) Indebtedness of Holdings, any Restricted Subsidiary or any Person that becomes a Restricted Subsidiary in connection with a Permitted Acquisition or any other Investment not prohibited by Section 6.05 (or of any Person not previously a Restricted Subsidiary that is merged, amalgamated or consolidated with or into Bidco Holdings or a Restricted Subsidiary) if such Indebtedness is outstanding prior either (a) incurred or issued and/or (b) assumed after the Effective Date in connection with any Permitted Acquisition or any other Investment not prohibited by Section 6.04; provided that, with respect to such Person becoming a Restricted Subsidiary and clause (a) above, (i) to the extent such obligor or any guarantor is a Loan Party, such Indebtedness is not incurred in contemplation secured by the Collateral on a pari passu basis with the Secured Obligations, (ii) after giving effect to each such incurrence, issuance and/or assumption of such acquisition Indebtedness on a Pro Forma Basis, (I) the Senior Secured First Lien Net Leverage Ratio as of such time is less than or Investment.equal to, at the Borrower’s option, either (x) 3.50 to 1.00 for the most recently ended Test Period or (y) the Senior Secured First Lien Net Leverage Ratio immediately prior to such Permitted Acquisition or Investment (and related issuance and/or incurrence of Consolidated Senior Secured First Lien Net Indebtedness), (II) Holdings shall be in Pro Forma Compliance with the Financial Performance Covenant for the most recently ended Test Period (regardless of whether such Financial -106-

Indebtedness; Certain Equity Securities. (a) Bidco shall The Borrower will not, and shall not permit any of its Restricted Subsidiaries to create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and Bidco shall not issue any shares of Disqualified Equity Interests and shall will not permit any Restricted Subsidiary to, incur or permit to issue exist any shares of Disqualified Equity Interests or Preferred Stock; provided, however, that Bidco may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Equity Interests, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Equity Interests and issue Preferred Stock that is, in each case, secured by a Lien on the Collateral that is pari passu with the Lien securing the Secured Obligations, secured by a Lien on the Collateral that is junior to the Lien securing the Secured Obligations, or that is unsecured or secured by assets that are not Collateral to the extent that (1) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on except: (i) Indebtedness of the Collateral on a pari passu basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured First Lien Net Leverage Ratio of Bidco Borrower and the Restricted Subsidiaries under the Loan Documents (including for the purposes of such calculation any Disqualified Equity Interests Indebtedness incurred pursuant to Section 2.20 or Preferred Stock that is secured by a Lien on a pari passu basis with the Liens 2.24); (ii) Indebtedness (A) outstanding on the Collateral securing the Secured Obligations), after giving effect to the incurrence Effective Date; provided that Indebtedness with an outstanding principal amount in excess of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable$5,000,000 shall only be permitted under this clause (ii) if set forth on Schedule 6.01, and (B) any Permitted Refinancing thereof; (iii) Guarantees by the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 , (2) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a junior priority basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured Net Leverage Ratio of Bidco Borrower and the Restricted Subsidiaries (including for in respect of Indebtedness of the purposes of such calculation Borrower or any Disqualified Equity Interests or Preferred Stock Restricted Subsidiary otherwise permitted hereunder; provided that if the Indebtedness being Guaranteed is secured by a Lien on a junior basis subordinated to the Liens on the Collateral securing the Secured Loan Document Obligations), after giving effect such Guarantee shall be subordinated to the incurrence Guarantee of the Loan Document Obligations on terms at least as favorable (as reasonably determined by the Borrower) taken as a whole, to the Lenders as those contained in the subordination of such Indebtedness, Disqualified Equity Interests ; (iv) Indebtedness of the Borrower or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 and (3) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is unsecured or is secured by assets that do not become Collateral, either (A) the Total Net Leverage Ratio of Bidco and the any Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is unsecured or secured by assets that are not Collateral), after giving effect Subsidiary owing to the incurrence of such Indebtedness, Disqualified Equity Interests Borrower or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 or (B) the Interest Coverage Ratio of Bidco and the any Restricted Subsidiaries, after giving effect Subsidiary to the incurrence of extent permitted by Section 6.04; provided that all such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis, would be at least 2.00 to 1.00; provided, further, however, that, on a Pro Forma Basis, together with any amounts incurred or issued, as applicable, and outstanding by Restricted Subsidiaries that are not Guarantors pursuant to clauses (xi)(b)(x) and (xvi) of Section 6.01(b), no more than the greater of $750,000,000 and 100% of Consolidated EBITDA for the most recently ended Test Period, calculated on a Pro Forma Basis, of Indebtedness, Disqualified Equity Interests or Preferred Stock at any one time outstanding and incurred or issued, as applicable, pursuant to this paragraph shall be incurred or issued, as applicable, by Restricted Subsidiaries that are not Guarantors; provided, further, however that the foregoing limitation shall not apply to Indebtedness of any Person that becomes a Restricted Subsidiary in connection with a Permitted Acquisition or Loan Party owing to any other Investment not prohibited by Section 6.05 (or of any Person not previously a Restricted Subsidiary that is merged, consolidated with or into Bidco or not a Restricted Subsidiary) if such Indebtedness is outstanding prior to such Person becoming a Restricted Subsidiary and Loan Party shall be subordinated to the extent such Indebtedness is not incurred in contemplation of such acquisition Loan Document Obligations pursuant to the Intercompany Note or Investment.otherwise

Indebtedness; Certain Equity Securities. (a) Bidco shall The Borrower will not, and shall not permit any of its Restricted Subsidiaries to create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and Bidco shall not issue any shares of Disqualified Equity Interests and shall will not permit any Restricted Subsidiary to, incur or permit to issue exist any shares Indebtedness, except: (i) Indebtedness of Disqualified Equity Interests the Borrower and the Restricted Subsidiaries under the Loan Documents (including any Indebtedness incurred pursuant to Section 2.20 or Preferred Stock2.24); provided(ii) Indebtedness (A) outstanding on the Effective Date; provided that Indebtedness with an outstanding principal amount in excess of $5,000,000 shall only be permitted under this clause (ii) if set forth on Schedule 6.01, howeverand (B) any Permitted Refinancing thereof; (iii)Guarantees by the Borrower and the Restricted Subsidiaries in respect of Indebtedness of the Borrower or any Restricted Subsidiary otherwise permitted hereunder; provided that if the Indebtedness being Guaranteed is subordinated to the Loan Document Obligations, such Guarantee shall be subordinated to the Guarantee of the Loan Document Obligations on terms at least as favorable (as reasonably determined by the Borrower) taken as a whole, to the Lenders as those contained in the subordination of such Indebtedness; (iv) Indebtedness of the Borrower or any Restricted Subsidiary owing to the Borrower or any Restricted Subsidiary to the extent permitted by Section 6.04; provided that Bidco may incur all such Indebtedness of any Loan Party owing to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Loan Document Obligations pursuant to the Intercompany Note or otherwise on terms (A) at least as favorable to the Lenders as those set forth in the form of Intercompany Note or (B) otherwise reasonably satisfactory to the Administrative Agent; (v) After the Suspension Period has ended, (A) Indebtedness (including Acquired IndebtednessCapital Lease Obligations) of the Borrower or any Restricted Subsidiary the proceeds of which are used to finance the acquisition, development, construction, repair, restoration, replacement, maintenance, upgrade, expansion or improvement of fixed or capital assets or other property (whether real or personal) (whether through the direct purchase of property or the Equity Interest of any person owning such property) or issue shares otherwise incurred in respect of Disqualified Equity InterestsCapital Expenditures; provided that such Indebtedness is incurred concurrently with or within 270 days after the applicable acquisition, development, construction, repair, restoration, replacement, maintenance, upgrade, expansion or improvement; provided further that, at the time of any such incurrence of Indebtedness and after giving pro forma effect thereto and to the use of the proceeds thereof, the aggregate principal amount of Indebtedness then outstanding under this clause (v)(v) shall not exceed an amount equal to the greater of (x) $10,000,000 and (y) 10.0% of Consolidated Cash EBITDA for the Test Period most recently ended on or prior to such date of incurrence (measured as of the date such Indebtedness is incurred based upon the financial statements most recently delivered on or prior to such date pursuant to Section 5.01(a) or (b)) and (B) any Permitted Refinancing thereof (for the avoidance of its Restricted Subsidiaries may incur doubt, no transaction shall be made in reliance on this clause (v) during the Suspension Period); 184 #97964454v4 #97964454v11 (vi) Indebtedness (including Acquired Indebtedness), issue shares in respect of Disqualified Equity Interests and issue Preferred Stock that isSwap Agreements Incurred in the ordinary course of business or consistent with past practice and, in each case, secured by a Lien on at the Collateral that is pari passu with time entered into, not for speculative purposes; (vii) After the Lien securing the Secured ObligationsSuspension Period has ended, secured by a Lien on the Collateral that is junior to the Lien securing the Secured Obligations, or that is unsecured or secured by assets that are not Collateral to the extent that (1) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a pari passu basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured First Lien Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is secured by a Lien on a pari passu basis with the Liens on the Collateral securing the Secured Obligations), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 , (2) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a junior priority basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is secured by a Lien on a junior basis to the Liens on the Collateral securing the Secured Obligations), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 and (3) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is unsecured or is secured by assets that do not become Collateral, either (A) the Total Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is unsecured or secured by assets that are not Collateral), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 or (B) the Interest Coverage Ratio of Bidco and the Restricted Subsidiaries, after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis, would be at least 2.00 to 1.00; provided, further, however, that, on a Pro Forma Basis, together with any amounts incurred or issued, as applicable, and outstanding by Restricted Subsidiaries that are not Guarantors pursuant to clauses (xi)(b)(x) and (xvi) of Section 6.01(b), no more than the greater of $750,000,000 and 100% of Consolidated EBITDA for the most recently ended Test Period, calculated on a Pro Forma Basis, of Indebtedness, Disqualified Equity Interests or Preferred Stock at any one time outstanding and incurred or issued, as applicable, pursuant to this paragraph shall be incurred or issued, as applicable, by Restricted Subsidiaries that are not Guarantors; provided, further, however that the foregoing limitation shall not apply to Indebtedness of any Person that becomes a Restricted Subsidiary in connection with a Permitted Acquisition or any other Investment not prohibited by Section 6.05 (or of any Person not previously a Restricted Subsidiary that is merged, consolidated or amalgamated with or into Bidco the Borrower or a any Restricted Subsidiary) if such after the Effective Date as a result of an Acquisition Transaction or similar Investment permitted by this Agreement, or Indebtedness of any Person that is outstanding prior to such Person becoming a assumed by the Borrower or any Restricted Subsidiary and to in connection with an Acquisition Transaction or similar Investment or an acquisition of assets by the extent Borrower or such Restricted Subsidiary permitted by this Agreement; provided that (1) such Indebtedness is not incurred in contemplation of such Acquisition Transaction or similar Investment or acquisition of assets, (2) other than with respect to a Limited Condition Transaction in which case, compliance with this proviso shall be determined in accordance with Section 1.08, after giving pro forma effect to the assumption of such Indebtedness and the transactions consummated in connection therewith, no Event of Default shall have occurred and be continuing or Investment.would result therefrom, (3) such Indebtedness is only the obligation of the Person and/or Person’s subsidiaries that are acquired or that acquire the relevant assets and (4) at the time of such assumption thereof and after giving pro forma effect thereto, the aggregate principal amount of such Indebtedness shall not exceed the amount permitted by Section 6.01(a)(xxvi)(A)(2) as if such Indebtedness was Acquisition Debt, except that the limitation in clause (4) of Section 6.01(a)(xxvi)(A)(2) shall not apply to Indebtedness assumed pursuant to this Section 6.01(a)(vii), and (B) any Permitted Refinancing thereof (for the avoidance of doubt, no transaction shall be made in reliance on this clause (vii) during the Suspension Period); (viii) After the Suspension Period has ended, so long as no Event of Default has occurred and is continuing, Indebtedness in respect of Permitted Receivables Financings; provided that, at the time of incurrence of such Indebtedness (and without giving effect to the incurrence of any such Indebtedness and the use of proceeds thereof), the disposition of the Permitted Receivables Financing Assets pursuant to such Permitted Receivables Financings is permitted by Section 6.05(g)(ii) (for the avoidance of doubt, no transaction shall be made in reliance on this clause (viii) during the Suspension Period); (ix) Indebtedness representing deferred compensation to current and former officers, directors, managers, employees, consultants or independent contractors of the Borrower (and any Parent Entity) and the Restricted Subsidiaries incurred in the ordinary course of business; (x) Indebtedness consisting of unsecured promissory notes issued by any Loan Party to current or former officers, managers, consultants, independent contractors, directors and employees or their respective estates, successors, Immediate Family Members or distributees to finance the purchase or redemption of Equity Interests of the Borrower (or any Parent Entity) permitted by Section 6.08(a); 185 #97964454v4 #97964454v11 (xi) (A) Indebtedness arising from an agreement providing for indemnification obligations, payment obligations in respect of any non-compete, consulting or similar arrangement, or obligations in respect of purchase price (including earnouts) or other similar adjustments incurred in an Acquisition Transaction or similar Investment permitted by this Agreement and any other Investment or any Disposition, in each case permitted under this Agreement and (B) Indebtedness arising from guaranties, letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments securing the performance pursuant to any such agreement described in clause (xi); (xii) Indebtedness consisting of obligations under deferred compensation or other similar arrangements incurred (A) in the ordinary course of business to current or former directors, officers, employees, members of management, managers and consultants of the Borrower (or any Parent Entity) and/or any Restricted Subsidiary and (B) in connection with the Transactions and any Permitted Acquisition or other Investment permitted hereunder; (xiii) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements and Indebtedness arising from the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds, in each case in the ordinary course of business; (xiv) after the Suspension Period has ended, (A) Indebtedness of the Borrower or any Restricted Subsidiary; provided that at the time of the incurrence thereof and after giving pro forma effect thereto and the use of the proceeds thereof, the aggregate principal amount of Indebtedness then outstanding in reliance on this clause (xiv) shall not exceed (x) during the Suspension Period, $6,250,000, and (y) after the Suspension Period has ended, the greater of (I) $12,500,000 and (II) 25.0% of Consolidated Cash EBITDA for the Test Period most recently ended on or prior to such date of incurrence (measured as of the date such Indebtedness is incurred based upon the financial statements most recently delivered (or required to have been delivered) on or prior to such date pursuant to Section 5.01(a) or (b)) and (B) any Permitted Refinancing thereof (for the avoidance of doubt, no transaction shall be made in reliance on this clause (xiv) during the Suspension Period); (xv) Indebtedness consisting of (A) the financing of insurance premiums, (B) take-or-pay obligations contained in supply arrangements or (C) Guarantees of the obligations of suppliers, customers, franchisees and licensees of the Borrower and the Restricted Subsidiaries, in each case in the ordinary course of business or consistent with past practice; (xvi) Indebtedness incurred by the Borrower or any Restricted Subsidiary in respect of letters of credit, bank guarantees, warehouse receipts, bankers’ acceptances, or similar instruments issued or created, or related to obligations or liabilities (other than Indebtedness) incurred in the ordinary course of business or consistent with past practice, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or

Indebtedness; Certain Equity Securities. (a) Bidco shall The Borrower will not, and shall will not permit any of its Restricted Subsidiaries to other Loan Party to, create, incur, issueassume or permit to exist any Indebtedness, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect except: Indebtedness created under the Revolving Credit Facility; Indebtedness created under the Loan Documents; Indebtedness of the Borrower owing to any of its Subsidiaries and Indebtedness (including Acquired Indebtedness) and Bidco shall not issue of any shares of Disqualified Equity Interests and shall not permit the Borrower's Subsidiaries owing to the Borrower or any Restricted Subsidiary of its other Subsidiaries; Guarantees by the Borrower or any of Borrower's Subsidiaries of Indebtedness of the Borrower or any of its other Subsidiaries to issue any shares of Disqualified Equity Interests or Preferred Stockthe extent such Indebtedness is otherwise permitted hereunder; provided, however, that Bidco may incur no such guarantees shall be allowed with respect to the Indebtedness (including Acquired Indebtedness) or issue shares referred to in Section 6.01(a)(vii). Indebtedness existing on the date of Disqualified Equity Intereststhis Agreement and described on Schedule 6.01 attached hereto; "Xxxx to market" exposure resulting from any Swap Agreement entered into for protection against interest rate risks, and any of its Restricted Subsidiaries may incur not for speculative purposes; Subordinated Debt under the Convertible Subordinated Debt Facility; purchase money Indebtedness (including Acquired Indebtedness)and Capital Lease Obligations in an aggregate amount not exceeding, issue shares of Disqualified Equity Interests and issue Preferred Stock that is, in each case, secured by a Lien on the Collateral that is pari passu with the Lien securing the Secured Obligations, secured by a Lien on the Collateral that is junior to the Lien securing the Secured Obligations, or that is unsecured or secured by assets that are not Collateral to the extent that (1) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a pari passu basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured First Lien Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is secured by a Lien on a pari passu basis with the Liens on the Collateral securing the Secured Obligations), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 , (2) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a junior priority basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is secured by a Lien on a junior basis to the Liens on the Collateral securing the Secured Obligations), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 and (3) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is unsecured or is secured by assets that do not become Collateral, either (A) the Total Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is unsecured or secured by assets that are not Collateral), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 or (B) the Interest Coverage Ratio of Bidco and the Restricted Subsidiaries, after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis, would be at least 2.00 to 1.00; provided, further, however, that, on a Pro Forma Basis, together with any amounts incurred or issued, as applicable, and outstanding by Restricted Subsidiaries that are not Guarantors pursuant to clauses (xi)(b)(x) and (xvi) of Section 6.01(b), no more than the greater of $750,000,000 and 100% of Consolidated EBITDA for the most recently ended Test Period, calculated on a Pro Forma Basis, of Indebtedness, Disqualified Equity Interests or Preferred Stock at any one time outstanding, $2,000,000; other indebtedness in an aggregate principal amount not exceeding $2,000,000 at any one time outstanding; and extensions, renewals and replacements of any of the foregoing that do not increase the outstanding and incurred principal amount thereof. The Borrower will not, nor will it permit any other Loan Party to, issue any preferred stock or issuedother preferred Equity Interests after the Effective Date, as applicable, other than preferred stock or preferred Equity Interests issued by a Subsidiary of the Borrower to the Borrower or to another Subsidiary of the Borrower pursuant to this paragraph shall be incurred or issued, as applicable, by Restricted Subsidiaries that are not Guarantors; provided, further, however that the foregoing limitation shall not apply to Indebtedness of any Person that becomes a Restricted Subsidiary in connection with a Permitted Acquisition or any other Investment not prohibited merger permitted by Section 6.05 (or of any Person not previously a Restricted Subsidiary that is merged, consolidated with or into Bidco or a Restricted Subsidiary) if such Indebtedness is outstanding prior to such Person becoming a Restricted Subsidiary and to the extent such Indebtedness is not incurred in contemplation of such acquisition or Investment6.03.

Indebtedness; Certain Equity Securities. (a) Bidco shall The Borrower will not, and shall not permit any of its Restricted Subsidiaries to create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and Bidco shall not issue any shares of Disqualified Equity Interests and shall will not permit any Restricted Subsidiary to, create, incur, assume or permit to issue exist any shares Indebtedness, except: (i) (A) Indebtedness of Disqualified Equity Interests or Preferred Stock; provided, however, that Bidco may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Equity Interests, the Borrower and any of its the Restricted Subsidiaries may incur Indebtedness under the Loan Documents (including Acquired Indebtednessany Indebtedness incurred pursuant to Section 2.20, 2.21, 2.22 or 2.23), issue shares of Disqualified Equity Interests and issue Preferred Stock that is, in each case, secured by a Lien (B) Specified Refinancing Debt; (ii) Indebtedness outstanding on the Collateral that is pari passu with Closing Date and listed on Schedule 6.01 and any Permitted Refinancing thereof; (iii) Guarantees by the Lien securing the Secured Obligations, secured by a Lien on the Collateral that is junior to the Lien securing the Secured Obligations, or that is unsecured or secured by assets that are not Collateral to the extent that (1) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a pari passu basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured First Lien Net Leverage Ratio of Bidco Borrower and the Restricted Subsidiaries (including for in respect of Indebtedness of the purposes of Borrower or any Restricted Subsidiary otherwise permitted hereunder; provided that such calculation any Disqualified Equity Interests or Preferred Stock that Guarantee is secured otherwise permitted by a Lien on a pari passu basis with the Liens on the Collateral securing the Secured Obligations), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 , (2) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a junior priority basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is secured by a Lien on a junior basis to the Liens on the Collateral securing the Secured Obligations), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 and (3) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is unsecured or is secured by assets that do not become Collateral, either (A) the Total Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is unsecured or secured by assets that are not Collateral), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 or (B) the Interest Coverage Ratio of Bidco and the Restricted Subsidiaries, after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis, would be at least 2.00 to 1.00Section 6.04; provided, further, howeverthat (A) except in the case of Guarantees by Foreign Subsidiaries of Indebtedness of other Foreign Subsidiaries, that, on no Guarantee by any Restricted Subsidiary that is not a Pro Forma Basis, together with Loan Party of any amounts incurred or issued, as applicable, and outstanding by Indebtedness shall be permitted unless such Restricted Subsidiaries that are not Guarantors Subsidiary shall have also provided a Guarantee of the Loan Document Obligations pursuant to clauses (xi)(b)(x) the Guarantee Agreement and (xviB) if the Indebtedness being Guaranteed is subordinated in right of payment to the Loan Document Obligations, such Guarantee shall be subordinated in right of payment to the Guarantee of the Loan Document Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (iv) Indebtedness of the Borrower owing to any Restricted Subsidiary or of any Restricted Subsidiary owing to any other Restricted Subsidiary or the Borrower to the extent permitted by Section 6.01(b), no more than 6.04; provided that (x) all such Indebtedness of any Loan Party owing to any Restricted Subsidiary that is not a Loan Party shall be subject to a global intercompany note and subordinated in right of payment to the Loan Document Obligations on terms at least as favorable to the Lenders as those set forth in the form of the global intercompany note attached as Exhibit I and (y) the aggregate principal amount of all Indebtedness of any Loan Party owing to any Restricted Subsidiary that is not a Loan Party that is outstanding in reliance on this clause (iv) shall not exceed the greater of (x) $750,000,000 35,000,000 and 100(y) 10.0% of Consolidated EBITDA for LTM EBITDA; (v) (A) Indebtedness (including Capital Lease Obligations) of the most recently ended Test PeriodBorrower or any Restricted Subsidiary financing the acquisition, calculated on a Pro Forma Basisconstruction, repair, replacement or improvement of Indebtednessfixed or capital assets, Disqualified Equity Interests other than software; provided that such Indebtedness is incurred concurrently with or Preferred Stock at within 270 days after the applicable acquisition, construction, repair, replacement or improvement, and (B) any one time outstanding and incurred or issued, as applicable, pursuant to this paragraph shall be incurred or issued, as applicable, by Restricted Subsidiaries that are not GuarantorsPermitted Refinancing of any Indebtedness set forth in the immediately preceding clause (A); provided, further, however that, after giving effect thereto, the aggregate principal amount of Indebtedness that the foregoing limitation is outstanding in reliance on this clause (v) shall not apply to Indebtedness the greater of any Person that becomes a Restricted Subsidiary in connection with a Permitted Acquisition or any other Investment not prohibited by Section 6.05 (or x) $15,000,000 and (y) 5.00% of any Person not previously a Restricted Subsidiary that is merged, consolidated with or into Bidco or a Restricted Subsidiary) if such Indebtedness is outstanding prior to such Person becoming a Restricted Subsidiary and to the extent such Indebtedness is not incurred in contemplation of such acquisition or Investment.LTM EBITDA;

Indebtedness; Certain Equity Securities. (a) Bidco shall The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (i) (A) Indebtedness of the Borrower and any of the Restricted Subsidiaries under the Loan Documents (including any Indebtedness incurred pursuant to Section 2.20, 2.21, 2.22 or 2.23), and (B) Specified Refinancing Debt; (ii) Indebtedness outstanding on the Closing Date and listed on Schedule 6.01 and any Permitted Refinancing thereof; (iii) Guarantees by the Borrower and the Restricted Subsidiaries in respect of Indebtedness of the Borrower or any Restricted Subsidiary otherwise permitted hereunder; provided that such Guarantee is otherwise permitted by Section 6.04; provided, further, that (A) except in the case of Guarantees by Foreign Subsidiaries of Indebtedness of other Foreign Subsidiaries, no Guarantee by any Restricted Subsidiary that is not a Loan Party of any Indebtedness shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Loan Document Obligations pursuant to the Guarantee Agreement and (B) if the Indebtedness being Guaranteed is subordinated in right of payment to the Loan Document Obligations, such Guarantee shall be subordinated in right of payment to the Guarantee of the Loan Document Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (iv) Indebtedness of the Borrower owing to any Restricted Subsidiary or of any Restricted Subsidiary owing to any other Restricted Subsidiary or the Borrower to the extent permitted by Section 6.04; provided that (x) all such Indebtedness of any Loan Party owing to any Restricted Subsidiary that is not a Loan Party shall be subject to a -122- global intercompany note and subordinated in right of payment to the Loan Document Obligations on terms at least as favorable to the Lenders as those set forth in the form of the global intercompany note attached as Exhibit I and (y) the aggregate principal amount of all Indebtedness of any Loan Party owing to any Restricted Subsidiary that is not a Loan Party that is outstanding in reliance on this clause (iv) shall not permit exceed the greater of (x) $35,000,000 and (y) 10.0% of LTM EBITDA; (v) (A) Indebtedness (including Capital Lease Obligations) of the Borrower or any Restricted Subsidiary financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets, other than software; provided that such Indebtedness is incurred concurrently with or within 270 days after the applicable acquisition, construction, repair, replacement or improvement, and (B) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clause (A); provided, further, that, after giving effect thereto, the aggregate principal amount of Indebtedness that is outstanding in reliance on this clause (v) shall not the greater of (x) $15,000,000 and (y) 5.00% of LTM EBITDA; (vi) Indebtedness in respect of Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (vii) Incremental Equivalent Debt and Permitted Refinancing thereof; provided that prior to the incurrence thereof, the Borrower shall deliver to the Administrative Agent a certificate dated as of such incurrence signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such incurrence the requirements set forth in the definition of Incremental Equivalent Debt or Permitted Refinancing, as applicable, are satisfied, and setting forth the calculation of the Incremental Cap; (viii) [Reserved]; (ix) Indebtedness representing deferred compensation owed to employees of the Borrower and its Restricted Subsidiaries incurred in the ordinary course of business; (x) Indebtedness consisting of unsecured promissory notes issued by any Loan Party to current or former officers, directors and employees or their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower; provided that no payment shall be made thereunder unless such payment is permitted under Section 6.07 and is not otherwise prohibited by Article VI of this Agreement; (xi) Indebtedness constituting indemnification obligations or obligations in respect of purchase price or other similar adjustments incurred in a Permitted Acquisition, any other Investment or any Disposition, in each case permitted under this Agreement; (xii) Indebtedness consisting of obligations under deferred compensation or other similar arrangements incurred in connection with the Transactions or any Permitted Acquisition or other Investment permitted under this Agreement; -123- (xiii) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements, in each case, incurred in the ordinary course of business; (xiv) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case in the ordinary course of business; (xv) Indebtedness incurred by the Borrower or any Restricted Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business, including in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other reimbursement-type obligations regarding workers compensation claims; (xvi) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (xvii) Indebtedness in an aggregate amount at any time outstanding up to createthe greater of (x) $90,000,000 and (y) 25% of LTM EBITDA; and (xviii) all premiums (if any), incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness interest (including Acquired Indebtednesspost-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xvii) above. (b) The Borrower will not, and Bidco shall not issue any shares of Disqualified Equity Interests and shall will not permit any Restricted Subsidiary to to, issue any shares of Disqualified Equity Interests or Preferred Stock; provided, however, that Bidco may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Equity Interests, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of except Disqualified Equity Interests issued to and issue Preferred Stock that is, in each case, secured held by a Lien on the Collateral that is pari passu with the Lien securing the Secured Obligations, secured by a Lien on the Collateral that is junior to the Lien securing the Secured Obligations, or that is unsecured or secured by assets that are not Collateral to the extent that (1) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a pari passu basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured First Lien Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is secured by a Lien on a pari passu basis with the Liens on the Collateral securing the Secured Obligations), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 , (2) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a junior priority basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is secured by a Lien on a junior basis to the Liens on the Collateral securing the Secured Obligations), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 and (3) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is unsecured or is secured by assets that do not become Collateral, either (A) the Total Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is unsecured or secured by assets that are not Collateral), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 or (B) the Interest Coverage Ratio of Bidco and the Restricted Subsidiaries, after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis, would be at least 2.00 to 1.00; provided, further, however, that, on a Pro Forma Basis, together with any amounts incurred or issued, as applicable, and outstanding by Restricted Subsidiaries that are not Guarantors pursuant to clauses (xi)(b)(x) and (xvi) of Section 6.01(b), no more than the greater of $750,000,000 and 100% of Consolidated EBITDA for the most recently ended Test Period, calculated on a Pro Forma Basis, of Indebtedness, Disqualified Equity Interests or Preferred Stock at any one time outstanding and incurred or issued, as applicable, pursuant to this paragraph shall be incurred or issued, as applicable, by Restricted Subsidiaries that are not Guarantors; provided, further, however that the foregoing limitation shall not apply to Indebtedness of any Person that becomes a Restricted Subsidiary in connection with a Permitted Acquisition Loan Party or any other Investment not prohibited by Section 6.05 (or of any Person not previously a Restricted Subsidiary that is merged, consolidated with or into Bidco or a Wholly Owned Restricted Subsidiary) if such Indebtedness is outstanding prior to such Person becoming a Restricted Subsidiary and to the extent such Indebtedness is not incurred in contemplation of such acquisition or Investment.. Section 6.02

Indebtedness; Certain Equity Securities. (a) Bidco shall The Borrower will not, and shall will not permit any of its Restricted Subsidiaries to Subsidiary to, create, incur, issueassume or permit to exist any Indebtedness, assumeexcept: Indebtedness created under the Loan Documents and the Indenture Documentation and any Indebtedness evidenced by the Italian Notes; Indebtedness existing (or incurred pursuant to contractual loan commitments existing) on the Effective Date and set forth in Schedule 6.01 and extensions, guarantee renewals, refinancings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (or otherwise become liable, contingently commitments therefor) or otherwise (collectively, “incur” and collectively, result in an “incurrence”) with respect earlier maturity date or decreased weighted average life thereof; Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary; Guarantees by the Borrower and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary, provided that Guarantees by the Borrower or any Subsidiary Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be subject to Section 6.04; Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations (including Acquired Indebtednessprovided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement) and Bidco shall not issue any shares Indebtedness assumed in connection with the acquisition of Disqualified Equity Interests and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Equity Interests such assets or Preferred Stock; provided, however, that Bidco may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Equity Interests, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Equity Interests and issue Preferred Stock that is, in each case, secured by a Lien on the Collateral that is pari passu with the Lien securing the Secured Obligations, secured by a Lien on the Collateral that is junior any such assets prior to the Lien securing acquisition thereof, and extensions, renewals, refinancings and replacements of any such Indebtedness that do not increase the Secured Obligationsoutstanding principal amount thereof, provided that the aggregate principal amount of Indebtedness permitted by this clause (v) shall not exceed $5,000,000 at any time outstanding; Indebtedness of the Borrower or that is unsecured any Subsidiary in respect of workers' compensation claims, self-insurance obligations, performance bonds, surety, appeal or secured similar bonds and completion guarantees provided by assets that are not Collateral to the extent that (1) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a pari passu basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured First Lien Net Leverage Ratio of Bidco Borrower and the Restricted Subsidiaries (including for in the purposes ordinary course of such calculation any Disqualified Equity Interests or Preferred Stock their business, provided that is secured by a Lien on a pari passu basis with the Liens on the Collateral securing the Secured Obligations), after giving effect to upon the incurrence of Indebtedness with respect to reimbursement type obligations regarding workers' compensation claims, such Indebtednessobligations are reimbursed within 30 days following such drawing or incurrence; in each case with the consent of the Required Lenders to be given or withheld in their absolute discretion, Disqualified Equity Interests Indebtedness in respect of a Permitted Receivables Financing, provided that the Net Proceeds resulting from the sale, transfer or Preferred Stockother disposition of Receivables in connection with such Permitted Receivables Financing are applied in accordance with Section 2.08(c); Indebtedness of the Borrower or any Subsidiary that was (A) Indebtedness of any other Person existing at the time such other Person was merged with or became a Subsidiary, as applicableincluding Indebtedness incurred in connection with, or in contemplation of, such other Person's merging with or becoming a Subsidiary, and the use extensions, renewals, refinancings and replacements of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 , (2) if any such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a junior priority basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is secured by a Lien on a junior basis to the Liens on the Collateral securing the Secured Obligations), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 and (3) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is unsecured or is secured by assets Indebtedness that do not become Collateral, either (A) increase the Total Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests outstanding principal amount thereof or Preferred Stock that is unsecured result in an earlier maturity date or secured by assets that are not Collateral), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds decreased weighted average life thereof, on a Pro Forma Basis would provided that the aggregate principal amount of Indebtedness permitted under this clause (viii) shall not exceed 5.10 to 1.00 or (B) $5,000,000 at any time outstanding; non-interest bearing Indebtedness not for borrowed money, in the Interest Coverage Ratio nature of Bidco customer deposits; and other unsecured Indebtedness in an aggregate principal amount not exceeding $5,000,000 at any time outstanding, provided that the Restricted Subsidiaries, after giving effect to aggregate principal amount of Indebtedness of the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis, would be at least 2.00 to 1.00; provided, further, however, that, on a Pro Forma Basis, together with any amounts incurred or issued, as applicable, and outstanding by Restricted Subsidiaries that are not Guarantors pursuant to clauses Subsidiary Loan Parties permitted by this clause (xi)(b)(xx) and (xvi) of Section 6.01(b), no more than the greater of shall not exceed $750,000,000 and 100% of Consolidated EBITDA for the most recently ended Test Period, calculated on a Pro Forma Basis, of Indebtedness, Disqualified Equity Interests or Preferred Stock 5,000,000 at any one time outstanding and incurred or issued, as applicable, pursuant to this paragraph shall be incurred or issued, as applicable, by Restricted Subsidiaries that are not Guarantors; provided, further, however that the foregoing limitation shall not apply to Indebtedness of any Person that becomes a Restricted Subsidiary in connection with a Permitted Acquisition or any other Investment not prohibited by Section 6.05 (or of any Person not previously a Restricted Subsidiary that is merged, consolidated with or into Bidco or a Restricted Subsidiary) if such Indebtedness is outstanding prior to such Person becoming a Restricted Subsidiary and to the extent such Indebtedness is not incurred in contemplation of such acquisition or Investmentoutstanding.

Indebtedness; Certain Equity Securities. (a) Bidco The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise otherwise, for (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and Bidco the Borrower shall not issue any shares of Disqualified Equity Interests and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Equity Interests or Preferred Stock; provided, however, that Bidco the Borrower may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Equity Interests, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Equity Interests and issue Preferred Stock that is, in each case, secured by a Lien on the Collateral that is pari passu with the Lien securing the Secured Obligations, secured by a Lien on the Collateral that is junior to the Lien securing the Secured Obligations, or that is unsecured or secured by assets that are not Collateral to the extent that (1) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a pari passu basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured First Lien Net Leverage Ratio of Bidco the Borrower and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is secured by a Lien on a pari passu basis with the Liens on the Collateral securing the Secured Obligations), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 (x) 3.00 to 1.00 or (y) if incurred in connection with any Permitted Acquisition or similar Investment not otherwise prohibited by this Agreement, the greater of 3.00 to 1.00 and the Senior Secured First Lien Net Leverage Ratio immediately prior to such transaction, (2) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a junior priority basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured Net Leverage Ratio of Bidco the Borrower and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is secured by a Lien on a junior basis to the Liens on the Collateral securing the Secured Obligations), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 (x) 4.00 to 1.00 or (y) if incurred in connection with any Permitted Acquisition or similar Investment not otherwise prohibited by the by this Agreement, the greater of 4.00 to 1.00 and the Senior Secured Net Leverage Ratio immediately prior to such transaction and (3) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is unsecured or is secured by assets that do not become Collateral, either (A) the Total Net Leverage Ratio of Bidco the Borrower and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is unsecured or secured by assets that are not Collateral), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 (x) 5.00 to 1.00 or (y) if incurred in connection with any Permitted Acquisition or similar Investment not otherwise prohibited by the by this Agreement, the greater of 5.00 to 1.00 and the Total Net Leverage Ratio immediately prior to such transaction or (B) the Interest Coverage Ratio of Bidco the Borrower and the Restricted Subsidiaries, after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis, would be at least (x) 2.00 to 1.001.00 or (y) if incurred in connection with any Permitted Acquisition or similar Investment not otherwise prohibited by the by this Agreement, the lesser of 2.00 to 1.00 and the Interest Coverage Ratio immediately prior to such transaction; provided, further, however, that, on a Pro Forma Basis, together with any amounts incurred or issued, as applicable, and outstanding by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to clauses (xi)(b)(xxi) and (xvi) of Section 6.01(b), no more than the greater of $750,000,000 426,000,000 and 10030% of Consolidated EBITDA for the most recently ended Test Period, calculated on a Pro Forma Basis, of Indebtedness, Disqualified Equity Interests or Preferred Stock at any one time outstanding and incurred or issued, as applicable, pursuant to this paragraph shall be incurred or issued, as applicable, by Restricted Subsidiaries that are not Subsidiary Guarantors; provided, further, however that the foregoing limitation shall not apply to Indebtedness of any Person that becomes a Restricted Subsidiary in connection with a Permitted Acquisition or any other Investment not prohibited by Section 6.05 (or of any Person not previously a Restricted Subsidiary that is merged, amalgamated or consolidated with or into Bidco the Borrower or a Restricted Subsidiary) if such Indebtedness is outstanding prior to such Person becoming a Restricted Subsidiary and to the extent such Indebtedness is not incurred in contemplation of such acquisition or Investment; provided, further, that, if any such Indebtedness (1) is in the form of broadly syndicated term B loans denominated in United States dollars, (2) ranks equal in right of payment with the Initial Term Loans and is secured by the Collateral on a pari passu basis with the Secured Obligations, (3) is not incurred in connection with a Permitted Acquisition or other investment, (4) is scheduled to mature on or prior to the date that is twelve (12) months after the maturity date of the Initial Term Loans, and (5) is incurred prior to the date that is twelve (12) months after the Effective Date, then the Initial Term Loans shall be subject to the MFN Protection set forth in the proviso to Section 2.19(b) as if such Indebtedness was an Incremental Term Facility incurred hereunder.

Indebtedness; Certain Equity Securities. (a) Bidco shall not, and shall not permit any of its Restricted Subsidiaries to create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and Bidco shall not issue any shares of Disqualified Equity Interests and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Equity Interests or Preferred Stock; provided, however, that Bidco may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Equity Interests, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Equity Interests and issue Preferred Stock that is, in each case, secured by a Lien on the Collateral that is pari passu with the Lien securing the Secured Obligations, secured by a Lien on the Collateral that is junior to the Lien securing the Secured Obligations, or that is unsecured or secured by assets that are not Collateral to the extent that (1) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a pari passu basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured First Lien Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is secured by a Lien on a pari passu basis with the Liens on the Collateral securing the Secured Obligations), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 5.103.75 to 1.00 1.00, (2) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a junior priority basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is secured by a Lien on a junior basis to the Liens on the Collateral securing the Secured Obligations), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 and (3) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is unsecured or is secured by assets that do not become Collateral, either (A) the Total Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is unsecured or secured by assets that are not Collateral), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 or (B) the Interest Coverage Ratio of Bidco and the Restricted Subsidiaries, after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis, would be at least 2.00 to 1.00; provided, further, however, that, on a Pro Forma Basis, together with any amounts incurred or issued, as applicable, and outstanding by Restricted Subsidiaries that are not Guarantors pursuant to clauses (xi)(b)(x) and (xvi) of Section 6.01(b), no more than the greater of $750,000,000 and 100% of Consolidated EBITDA for the most recently ended Test Period, calculated on a Pro Forma Basis, of Indebtedness, Disqualified Equity Interests or Preferred Stock at any one time outstanding and incurred or issued, as applicable, pursuant to this paragraph shall be incurred or issued, as applicable, by Restricted Subsidiaries that are not Guarantors; provided, further, however that the foregoing limitation shall not apply to Indebtedness of any Person that becomes a Restricted Subsidiary in connection with a Permitted Acquisition or any other Investment not prohibited by Section 6.05 (or of any Person not previously a Restricted Subsidiary that is merged, consolidated with or into Bidco or a Restricted Subsidiary) if such Indebtedness is outstanding prior to such Person becoming a Restricted Subsidiary and to the extent such Indebtedness is not incurred in contemplation of such acquisition or Investment.do

Indebtedness; Certain Equity Securities. (a) Bidco shall The Borrower will not, and shall not permit any of its Restricted Subsidiaries to create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and Bidco shall not issue any shares of Disqualified Equity Interests and shall will not permit any Restricted Subsidiary to, incur or permit to issue exist any shares of Disqualified Equity Interests or Preferred Stock; provided, however, that Bidco may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Equity Interests, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Equity Interests and issue Preferred Stock that is, in each case, secured by a Lien on the Collateral that is pari passu with the Lien securing the Secured Obligations, secured by a Lien on the Collateral that is junior to the Lien securing the Secured Obligations, or that is unsecured or secured by assets that are not Collateral to the extent that (1) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on except: (i) Indebtedness of the Collateral on a pari passu basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured First Lien Net Leverage Ratio of Bidco Borrower and the Restricted Subsidiaries under the Loan Documents (including for the purposes of such calculation any Disqualified Equity Interests Indebtedness incurred pursuant to Section 2.20 or Preferred Stock that is secured by a Lien on a pari passu basis with the Liens 2.24); (ii) Indebtedness (A) outstanding on the Collateral securing the Secured Obligations), after giving effect to the incurrence Effective Date; provided that Indebtedness with an outstanding principal amount in excess of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable$5,000,000 shall only be permitted under this clause (ii) if set forth on Schedule 6.01, and (B) any Permitted Refinancing thereof; (iii) Guarantees by the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 , (2) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a junior priority basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured Net Leverage Ratio of Bidco Borrower and the Restricted Subsidiaries (including for in respect of Indebtedness of the purposes of such calculation Borrower or any Disqualified Equity Interests or Preferred Stock Restricted Subsidiary otherwise permitted hereunder; provided that if the Indebtedness being Guaranteed is secured by a Lien on a junior basis subordinated to the Liens on the Collateral securing the Secured Loan Document Obligations), after giving effect such Guarantee shall be subordinated to the incurrence Guarantee of the Loan Document Obligations on terms at least as favorable (as reasonably determined by the Borrower) taken as a whole, to the Lenders as those contained in the subordination of such Indebtedness, Disqualified Equity Interests ; (iv) Indebtedness of the Borrower or Preferred Stock, as applicable, and any Restricted Subsidiary owing to the use Borrower or any Restricted Subsidiary to the extent permitted by Section 6.04; provided that all such Indebtedness of proceeds thereof, any Loan Party owing to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Loan Document Obligations pursuant to the Intercompany Note or otherwise on a Pro Forma Basis would not exceed 5.10 to 1.00 and (3) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is unsecured or is secured by assets that do not become Collateral, either terms (A) the Total Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is unsecured or secured by assets that are not Collateral), after giving effect at least as favorable to the incurrence Lenders as those set forth in the form of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 Intercompany Note or (B) the Interest Coverage Ratio of Bidco and the Restricted Subsidiaries, after giving effect otherwise reasonably satisfactory to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis, would be at least 2.00 to 1.00Administrative Agent; provided, further, however, that, on a Pro Forma Basis, together with any amounts incurred or issued, as applicable, and outstanding by Restricted Subsidiaries that are not Guarantors pursuant to clauses (xi)(b)(xv) and (xviA) Indebtedness (including Capital Lease Obligations) of Section 6.01(b)the Borrower or any Restricted Subsidiary the proceeds of which are used to finance the acquisition, no more than development, construction, repair, restoration, replacement, maintenance, upgrade, expansion or improvement of fixed or capital assets or other property (whether real or personal) (whether through the greater direct purchase of $750,000,000 and 100% of Consolidated EBITDA for property or the most recently ended Test Period, calculated on a Pro Forma Basis, of Indebtedness, Disqualified Equity Interests or Preferred Stock at any one time outstanding and incurred or issued, as applicable, pursuant to this paragraph shall be incurred or issued, as applicable, by Restricted Subsidiaries that are not Guarantors; provided, further, however that the foregoing limitation shall not apply to Indebtedness Interest of any Person person owning such property) or otherwise incurred in respect of Capital Expenditures; provided that becomes a Restricted Subsidiary in connection with a Permitted Acquisition or any other Investment not prohibited by Section 6.05 (or of any Person not previously a Restricted Subsidiary that is merged, consolidated with or into Bidco or a Restricted Subsidiary) if such Indebtedness is outstanding prior to incurred concurrently with or within 270 days after the applicable acquisition, development, construction, repair, restoration, replacement, maintenance, upgrade, expansion or improvement; provided further that, at the time of any such Person becoming a Restricted Subsidiary incurrence of Indebtedness and to the extent such Indebtedness is not incurred in contemplation of such acquisition or Investment.after giving pro forma effect 148 US-DOCS\115047431.4

Indebtedness; Certain Equity Securities. (a) Bidco shall The Borrower will not, and shall not permit any of its Restricted Subsidiaries to create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and Bidco shall not issue any shares of Disqualified Equity Interests and shall will not permit any Restricted Subsidiary to, and Holdings will not permit Public Sector to, create, incur, assume or permit to issue exist any shares Indebtedness, except: (i) Indebtedness of Disqualified Equity Interests or Preferred Stock; provided, however, that Bidco may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Equity Interests, the Borrower and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Equity Interests and issue Preferred Stock that is, in each case, secured by a Lien on the Collateral that is pari passu with the Lien securing the Secured Obligations, secured by a Lien on the Collateral that is junior to the Lien securing the Secured Obligations, or that is unsecured or secured by assets that are not Collateral to the extent that (1) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a pari passu basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured First Lien Net Leverage Ratio of Bidco and the Restricted Subsidiaries under the Loan Documents (including for the purposes of such calculation any Disqualified Equity Interests Indebtedness incurred pursuant to Sections 2.20 or Preferred Stock that is secured by a Lien on a pari passu basis with the Liens 2.21); (ii) Indebtedness outstanding on the Collateral securing the Secured Obligations), after giving effect to the incurrence Effective Date and any Permitted Refinancing thereof; provided that any Indebtedness in excess of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 , (2) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a junior priority basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is secured by a Lien on a junior basis to the Liens on the Collateral securing the Secured Obligations), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 and (3) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is unsecured or is secured by assets that do not become Collateral, either (A) the Total Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is unsecured or secured by assets that are not Collateral), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 or (B) the Interest Coverage Ratio of Bidco and the Restricted Subsidiaries, after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis, would be at least 2.00 to 1.00; provided, further, however, that, on a Pro Forma Basis, together with any amounts incurred or issued, as applicable, and outstanding by Restricted Subsidiaries that are not Guarantors pursuant to clauses (xi)(b)(x) and (xvi) of Section 6.01(b), no more than the greater of $750,000,000 3,500,000 and 1003.0% of Consolidated EBITDA for the most recently ended Test PeriodPeriod as of such time, calculated shall only be permitted if set forth on Schedule 6.01; (iii)Guarantees by the Borrower and its Restricted Subsidiaries in respect of Indebtedness of the Borrower or any Restricted Subsidiary otherwise permitted hereunder; provided that (A) such Guarantee is otherwise permitted by Section 6.04, (B) no Guarantee by any Restricted Subsidiary of any Junior Financing or any unsecured Indebtedness for borrowed money that constitutes Material Indebtedness shall be permitted unless such Restricted Subsidiary shall have also provided a Pro Forma Basis, Guarantee of Indebtedness, Disqualified Equity Interests or Preferred Stock at any one time outstanding and incurred or issued, as applicable, the applicable Loan Document Obligations pursuant to this paragraph the Guarantee Agreement and (C) if the Indebtedness being guaranteed is subordinated to the Loan Document Obligations, such Guarantee shall be incurred subordinated to the Guarantee of the Loan Document Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (iv) Indebtedness of the Borrower owing to any Restricted Subsidiary or issuedof any Restricted Subsidiary owing to any other Restricted Subsidiary or the Borrower, as applicable, to the extent permitted by Restricted Subsidiaries Section 6.04; provided that are not Guarantors; provided, further, however that the foregoing limitation shall not apply to all such Indebtedness of any Person that becomes a Restricted Subsidiary in connection with a Permitted Acquisition or Loan Party owing to any other Investment not prohibited by Section 6.05 (or of any Person not previously a Restricted Subsidiary that is merged, consolidated with or into Bidco or not a Restricted Subsidiary) if Loan Party shall be subordinated to the Loan Document Obligations (to the extent any such Indebtedness is outstanding prior to at any time after the date that is thirty (30) days after the Effective Date (or the date of acquisition of such Person becoming a Restricted Subsidiary and Subsidiary) or such later date as the Administrative Agent may reasonably agree) (but only to the extent such Indebtedness is permitted by applicable law and not incurred in contemplation of such acquisition or Investment.giving rise to material adverse tax consequences) on terms (i) not materially less favorable, taken as a whole, to the Lenders as

Indebtedness; Certain Equity Securities. (a) Bidco shall Holdings and the Borrower will not, and shall not permit any of its Restricted Subsidiaries to create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and Bidco shall not issue any shares of Disqualified Equity Interests and shall will not permit any Restricted Subsidiary or Intermediate Parent to, create, incur, assume or permit to issue exist any shares of Disqualified Equity Interests or Preferred Stock; provided, however, that Bidco may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Equity Interests, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Equity Interests and issue Preferred Stock that is, in each case, secured by a Lien on the Collateral that is pari passu with the Lien securing the Secured Obligations, secured by a Lien on the Collateral that is junior to the Lien securing the Secured Obligations, or that is unsecured or secured by assets that are not Collateral to the extent that (1) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a pari passu basis with the Liens on the Collateral securing the Secured Obligationsexcept: (i) Indebtedness of Holdings, the Senior Secured First Lien Net Leverage Ratio of Bidco Intermediate Parents, the Borrower and the Restricted Subsidiaries under the Loan Documents (including any Indebtedness incurred pursuant to Section 2.18, 2.19 or 2.22); (ii) Indebtedness (A) outstanding on the date hereof and listed on Schedule 6.01 and any Permitted Refinancing thereof, (B) that is intercompany Indebtedness outstanding on the date hereof and any Permitted Refinancing thereof, and (C) of the Loan Parties under the Second Lien Facility not to exceed at any time outstanding, in the case of this clause (C), the maximum amount permitted to be incurred thereunder pursuant to the terms of the Second Lien Credit Agreement as in effect on the date hereof, and any Permitted Refinancing thereof; provided that any Permitted Refinancing of Indebtedness described in this clause (C) shall be deemed outstanding under the Second Lien Credit Agreement for the purposes of such calculation the cap set forth in this clause (C); (iii) Guarantees by Holdings, any Disqualified Equity Interests or Preferred Stock that is secured by a Lien on a pari passu basis with the Liens on the Collateral securing the Secured Obligations), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 , (2) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a junior priority basis with the Liens on the Collateral securing the Secured ObligationsIntermediate Parent, the Senior Secured Net Leverage Ratio of Bidco Borrower and the Restricted Subsidiaries in respect of Indebtedness of the Borrower or any Restricted Subsidiary otherwise permitted hereunder; provided that (including for A) such Guarantee is otherwise permitted by Section 6.04, (B) no Guarantee by any Restricted Subsidiary of any Junior Financing shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is secured by a Lien on a junior basis Loan Document Obligations pursuant to the Liens on Guarantee Agreement and (C) if the Collateral securing the Secured Obligations), after giving effect Indebtedness being Guaranteed is subordinated to the incurrence Loan Document Obligations, such Guarantee shall be subordinated to the Guarantee of the Loan Document Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (iv) Indebtedness of Holdings, Disqualified Equity Interests any Intermediate Parent, the Borrower or Preferred Stockof any Restricted Subsidiary owing to any other Restricted Subsidiary, as applicablethe Borrower, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 and (3) if such Indebtedness, Disqualified Equity Interests Holdings or Preferred Stock is unsecured or is secured by assets that do not become Collateral, either (A) the Total Net Leverage Ratio of Bidco and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is unsecured or secured by assets that are not Collateral), after giving effect Intermediate Parent to the incurrence of extent permitted by Section 6.04; provided that all such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 to 1.00 or (B) the Interest Coverage Ratio of Bidco and the Restricted Subsidiaries, after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis, would be at least 2.00 to 1.00; provided, further, however, that, on a Pro Forma Basis, together with any amounts incurred or issued, as applicable, and outstanding by Restricted Subsidiaries that are not Guarantors pursuant to clauses (xi)(b)(x) and (xvi) of Section 6.01(b), no more than the greater of $750,000,000 and 100% of Consolidated EBITDA for the most recently ended Test Period, calculated on a Pro Forma Basis, of Indebtedness, Disqualified Equity Interests or Preferred Stock at any one time outstanding and incurred or issued, as applicable, pursuant to this paragraph shall be incurred or issued, as applicable, by Restricted Subsidiaries that are not Guarantors; provided, further, however that the foregoing limitation shall not apply to Indebtedness of any Person that becomes a Restricted Subsidiary in connection with a Permitted Acquisition or Loan Party owing to any other Investment not prohibited by Section 6.05 (or of any Person not previously a Restricted Subsidiary that is merged, consolidated with or into Bidco or not a Restricted Subsidiary) if Loan Party shall be subordinated to the Loan Document Obligations (to the extent any such Indebtedness is outstanding prior to at any time after the date that is 30 days after the Effective Date or such Person becoming a Restricted Subsidiary and later date as the Administrative Agent may reasonably agree) (but only to the extent such Indebtedness is permitted by applicable law and not incurred in contemplation of such acquisition or Investment.giving rise to

Indebtedness; Certain Equity Securities. (a) Bidco The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise otherwise, for (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and Bidco the Borrower shall not issue any shares of Disqualified Equity Interests and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Equity Interests or Preferred Stock; provided, however, that Bidco the Borrower may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Equity Interests, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Equity Interests and issue Preferred Stock that is, in each case, secured by a Lien on the Collateral that is pari passu with the Lien securing the Secured Obligations, secured by a Lien on the Collateral that is junior to the Lien securing the Secured Obligations, or that is unsecured or secured by assets that are not Collateral to the extent that (1) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a pari passu basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured First Lien Net Leverage Ratio of Bidco the Borrower and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is secured by a Lien on a pari passu basis with the Liens on the Collateral securing the Secured Obligations), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 (x) 3.00 to 1.00 or (y) if incurred in connection with any Permitted Acquisition or similar Investment not otherwise prohibited by this Agreement, the greater of 3.00 to 1.00 and the Senior Secured First Lien Net Leverage Ratio immediately prior to such transaction, (2) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is secured by a Lien on the Collateral on a junior priority basis with the Liens on the Collateral securing the Secured Obligations, the Senior Secured Net Leverage Ratio of Bidco the Borrower and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is secured by a Lien on a junior basis to the Liens on the Collateral securing the Secured Obligations), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 (x) 4.00 to 1.00 or (y) if incurred in connection with any Permitted Acquisition or similar Investment not otherwise prohibited by the by this Agreement, the greater of 4.00 to 1.00 and the Senior Secured Net Leverage Ratio immediately prior to such transaction and (3) if such Indebtedness, Disqualified Equity Interests or Preferred Stock is unsecured or is secured by assets that do not become Collateral, either (A) the Total Net Leverage Ratio of Bidco the Borrower and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Equity Interests or Preferred Stock that is unsecured or secured by assets that are not Collateral), after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.10 (x) 5.00 to 1.00 or (y) if incurred in connection with any Permitted Acquisition or similar Investment not otherwise prohibited by the by this Agreement, the greater of 5.00 to 1.00 and the Total Net Leverage Ratio immediately prior to such transaction or (B) the Interest Coverage Ratio of Bidco the Borrower and the Restricted Subsidiaries, after giving effect to the incurrence of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, and the use of proceeds thereof, on a Pro Forma Basis, would be at least (x) 2.00 to 1.001.00 or (y) if incurred in connection with any Permitted Acquisition or similar Investment not otherwise prohibited by the by this Agreement, the lesser of 2.00 to 1.00 and the Interest Coverage Ratio immediately prior to such transaction; provided, further, however, that, on a Pro Forma Basis, together with any amounts incurred or issued, as applicable, and outstanding by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to clauses (xi)(b)(xxi) and (xvi) of Section 6.01(b), no more than the greater of $750,000,000 200,000,000 (or, after completion of the Inmarsat Acquisition, $426,000,000) and 10030% of Consolidated EBITDA for the most recently ended Test Period, calculated on a Pro Forma Basis, of Indebtedness, Disqualified Equity Interests or Preferred Stock at any one time outstanding and incurred or issued, as applicable, pursuant to this paragraph shall be incurred or issued, as applicable, by Restricted Subsidiaries that are not Subsidiary Guarantors; provided, further, however that the foregoing limitation shall not apply to Indebtedness of any Person that becomes a Restricted Subsidiary in connection with a Permitted Acquisition or any other Investment not prohibited by Section 6.05 (or of any Person not previously a Restricted Subsidiary that is merged, amalgamated or consolidated with or into Bidco the Borrower or a Restricted Subsidiary) if such Indebtedness is outstanding prior to such Person becoming a Restricted Subsidiary and to the extent such Indebtedness is not incurred in contemplation of such acquisition or Investment; provided, further, that, for any such Indebtedness that is equal in right of payment to the Loan Document Obligations and is secured by the Collateral on a pari passu basis with the Secured Obligations shall be subject to the MFN Protection set forth in the proviso to Section 2.19(b) as if such Indebtedness was an Incremental Term Facility incurred hereunder.