Common use of Indebtedness; Equity Interests Clause in Contracts

Indebtedness; Equity Interests. (a) Holdings and the Borrower will not, and will not permit any of their respective Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except: (i) Indebtedness created under the Loan Documents; (ii) Indebtedness existing on the Agreement Date and set forth in Schedule 7.1; (iii) Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capitalized Leases and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided that (A) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (iii) shall not, without duplication, exceed the greater of (x) $7,500,000 and (y) 7.5% of Consolidated Total Assets at any time; (iv) Indebtedness of any Person that becomes a Subsidiary after the Agreement Date through an Acquisition; provided that such Indebtedness (A) exists at the time such person becomes a Subsidiary and is not created in contemplation or in connection with such Person becoming a Subsidiary, (B) does not exceed $5,000,000 and (C) is recourse only to such acquired Subsidiary; (v) Guarantees in respect of Indebtedness otherwise permitted by this Section 7.1(a) other than under clause (iv); (vi) Indebtedness of (A) any Loan Party to any other Loan Party, (B) any Non-Loan Party Subsidiary to any other Non-Loan Party Subsidiary and (C) to the extent permitted as an Investment under Section 7.4, any Non-Loan Party Subsidiary to any Loan Party; (vii) obligations under any Swap Agreements entered into for the purpose of mitigating risk and not for speculative purposes; (viii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business or arising services in the ordinary course of business (and not in respect of borrowed money) in connection with (A) cash management, including lines of credit and overdraft facilities, (B) the financing of insurance premiums, (C) take-or-pay obligations contained in supply agreements and (D) obligations to pay the deferred purchase price of goods or services or progress payments in connection with such goods or services; (ix) Indebtedness arising as a result of (A) customary indemnification obligations to purchasers that are not Affiliates of a Loan Party in connection with any Disposition permitted by Section 7.5; (x) Indebtedness incurred in the ordinary course of business under (A) appeal bonds or similar instruments, (B) surety bonds, payment bonds, performance bonds, bid bonds, Real Property lease guarantees, completion guarantees and similar obligations, workers’ compensation claims, health, disability or other employee benefits, and bankers acceptances issued for the account of any Loan Party or its Subsidiaries and unsecured guarantees thereof and (C) trade letters of credit, bank guarantees, warehouse receipts or similar instruments (other than obligations in respect of Indebtedness for borrowed money); (xi) Indebtedness representing deferred compensation to employees, directors or consultants incurred in the ordinary course of business; (xii) contingent payment obligations and contingent liabilities in respect of any indemnification obligations and adjustments of purchase price, in each case in connection with an Investment or Acquisition permitted by Section 7.4; (xiii) [reserved]; (xiv) Refinancing Indebtedness in respect of any Indebtedness permitted under clauses (ii), (iii) or (iv); and (xv) additional unsecured Indebtedness in an aggregate principal amount not to exceed (A) the greater of (x) $2,000,000 and (y) 2% of Consolidated Total Assets, plus (B) to the extent constituting unsecured Subordinated Debt, the greater of (x) $3,000,000 and (y) 3% of Consolidated Total Assets at any one time outstanding. (b) Holdings and the Borrower will not, and will not permit any of their respective Subsidiaries to, be or become liable in respect of any obligation (contingent or otherwise) to purchase, redeem, retire, acquire or make any other payment in respect of any Equity Interests of any Loan Party or any of its Subsidiaries, except as permitted under Section 7.8. (c) For purposes of determining compliance with this Section 7.1, (i) Indebtedness need not be permitted solely by reference to one of the categories described in clauses (a)(i) through (xv) but may be permitted in part under any combination thereof, and (ii) in the event that an item of Indebtedness (or any part thereof) meets the criteria of more than one of the categories described in clauses (a)(i) through (xv) above, Holdings and the Borrower will be permitted, in their discretion, to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section.

Indebtedness; Equity Interests. (a) Holdings and the The Borrower will not, and will not permit any of their respective its Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except: (i) Indebtedness created under the Loan Documents; (ii) Indebtedness existing on the Agreement Date and set forth in Schedule 7.1, and any Refinancing Indebtedness with respect thereto; (iii) Indebtedness of the Borrower or any of its Subsidiaries incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capitalized Leases and any Lease Obligations, including Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; , and any Refinancing Indebtedness with respect thereto, provided that (A) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (iii) shall not, without duplication, not exceed the greater of (x) $7,500,000 and (y) 7.5% of Consolidated Total Assets 6,500,000 at any time; (iv) Indebtedness of the Borrower (but not of any Person that becomes Subsidiary of the Borrower) under the Subordinated Note in a Subsidiary after principal amount not to exceed $10,000,000 plus the Agreement Date through an Acquisition; amount of interest thereon capitalized and added to principal in accordance with the terms thereof, provided that no Indebtedness may be incurred under the Subordinated Note (other than to add accrued interest to principal in accordance with the terms of the Subordinated Note) on any date if the aggregate Revolving Exposures of the Lenders as of such Indebtedness (A) exists at date are not equal to the time aggregate Commitments as of such person becomes a Subsidiary and is not created in contemplation or in connection with such Person becoming a Subsidiary, (B) does not exceed $5,000,000 and (C) is recourse only to such acquired Subsidiarydate; (v) Guarantees Indebtedness of the Borrower or any Guarantor secured only by Real Property owned in respect fee by the Borrower or such Guarantor, as the case may be, and not constituting Material Owned Real Property, provided that the aggregate outstanding principal amount of Indebtedness otherwise permitted by this Section 7.1(a) other than under clause (iv)v) shall not, when aggregated with the aggregate principal amount of Indebtedness outstanding in reliance on clause (xii) below, exceed $15,000,000 at any time; (vi) intercompany Indebtedness of the Borrower or any Subsidiary owing to and held by the Borrower or any Subsidiary; provided, however, that (A) if the Borrower or any Guarantor is the obligor on such Indebtedness and any Subsidiary (other than a Guarantor) is the obligee thereof, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Secured Obligations (including, with respect to any Guarantor, its obligations under the Security Agreement), (B) Indebtedness owed to the Borrower or any Guarantor must be evidenced by the Master Intercompany Note or an unsubordinated promissory note pledged to the Administrative Agent under the Security Agreement and (C) Indebtedness of Subsidiaries (other than Guarantors) owed to the Borrower and/or a Guarantor may not exceed $35,000,000 in the aggregate at any time outstanding; (vii) Guarantees by (A) any Loan Party to of Indebtedness of any other Loan Party, (B) any Non-Loan Party Subsidiary to of Indebtedness of any other Non-Loan Party Subsidiary Subsidiary, and (C) to the extent permitted as an Investment under Section 7.4, any Non-Loan Party Subsidiary to of any Indebtedness of any Loan Party;, provided that, in each case, such Indebtedness is otherwise permitted by this Section 7.1(a) and is not Indebtedness under the Subordinated Note as described in Section 7.1(a)(iv) above (viiviii) obligations under any Swap Agreements entered into for the purpose of mitigating risk and not for speculative purposes; (viii) Indebtedness arising from the honoring permitted by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business or arising services in the ordinary course of business (and not in respect of borrowed money) in connection with (A) cash management, including lines of credit and overdraft facilities, (B) the financing of insurance premiums, (C) take-or-pay obligations contained in supply agreements and (D) obligations to pay the deferred purchase price of goods or services or progress payments in connection with such goods or servicesSection 7.7; (ix) Indebtedness unsecured guarantees arising as a result of (A) customary indemnification obligations to purchasers that are not Affiliates of a Loan Party in connection with any Disposition permitted by Section 7.5; (x) Indebtedness incurred in the ordinary course of business under (A) appeal bonds or similar instruments, instruments and (B) surety bonds, payment bonds, performance bonds, bid bonds, Real Property lease guarantees, completion guarantees and similar obligations, workers’ compensation claims, health, disability or other employee benefits, and bankers acceptances issued for the account of any Loan Party or its Subsidiaries and unsecured guarantees thereof and (C) trade letters of credit, bank guarantees, warehouse receipts or similar instruments (other than obligations in respect of Indebtedness for borrowed money)thereof; (xi) Indebtedness representing deferred compensation to employees, directors or consultants incurred in the ordinary course of business; (xii) contingent payment obligations and contingent liabilities in respect of any indemnification obligations and adjustments of purchase price, in each case in connection with an Investment or Acquisition permitted by Section 7.4; (xiii) [reserved]; (xiv) Refinancing Indebtedness in respect of any Indebtedness permitted under clauses (ii), (iii) or (iv)a Permitted Acquisition; and (xvxii) additional unsecured Indebtedness in an aggregate outstanding principal amount, when aggregated with the aggregate principal amount of Indebtedness outstanding in reliance on clause (v) above, shall not to exceed (A) the greater of (x) $2,000,000 and (y) 2% of Consolidated Total Assets, plus (B) to the extent constituting unsecured Subordinated Debt, the greater of (x) $3,000,000 and (y) 3% of Consolidated Total Assets 15,000,000 at any one time outstandingtime. The Borrower and its Subsidiaries may not incur Indebtedness under the Subordinated Note other than under clause (iv) above. (b) Holdings and the Borrower will not, and will not permit any of their respective its Subsidiaries to, (i) issue any Disqualified Equity Interests, or (ii) be or become liable in respect of any obligation (contingent or otherwise) to purchase, redeem, retire, acquire or make any other payment in respect of any Equity Interests of any Loan Party or any of its Subsidiaries, except as permitted under Section 7.8. (c) For purposes of determining compliance with this Section 7.1, (i) Indebtedness need not be permitted solely by reference to one of the categories described in clauses (a)(i) through (xv) but may be permitted in part under any combination thereof, and (ii) in the event that an item of Indebtedness (or any part thereof) meets the criteria of more than one of the categories described in clauses (a)(i) through (xv) above, Holdings and the Borrower will be permitted, in their discretion, to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section.

Indebtedness; Equity Interests. (a) Holdings and the The Borrower will not, and will not permit any of their respective Subsidiaries Loan Party to, create, incur, assume or permit to exist any Indebtedness, except: (i) Indebtedness created under the Loan Documents; (ii) Indebtedness existing on the Agreement Date and set forth in Schedule 7.1;in (iii) Indebtedness of a Loan Party incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capitalized Leases and any Indebtedness assumed in connection with the acquisition of any Inventory; provided, (i) Administrative Agent has provide prior written consent to such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided that Indebtedness, (Aii) such Indebtedness is incurred prior to or repaid in full within 90 180 days after such acquisition or the completion of such construction or improvement incurrence thereof, and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (iii) shall not, without duplication, exceed the greater Loan Party has provided Administrative Agent documentation showing that before and after giving effect to the incurrence of (x) $7,500,000 and (y) 7.5% of Consolidated Total Assets at any time;such Indebtedness the Borrower is in compliance with Section 7.12(b). (iv) intercompany Indebtedness of any Person that becomes a Loan Party or any Subsidiary after the Agreement Date through an Acquisitionowing to and held by any Loan Party or any Subsidiary; provided provided, however, that such Indebtedness (A) exists at must be unsecured and expressly subordinated to the time such person becomes a Subsidiary and is not created prior payment in contemplation or full in connection with such Person becoming a Subsidiary, (B) does not exceed $5,000,000 and (C) is recourse only to such acquired Subsidiarycash of all Secured Obligations; (v) Guarantees in respect of Indebtedness otherwise permitted by this Section 7.1(a) other than under clause (iv); (vi) Indebtedness of (A) any Loan Party to of Indebtedness of any other Loan Party, (B) any Non-Loan Party Subsidiary to any other Non-Loan Party Subsidiary and (C) to the extent permitted as an Investment under Section 7.4, any Non-Loan Party Subsidiary to any Loan Party; (viivi) obligations under any Swap Agreements entered into for the purpose of mitigating risk and not for speculative purposespermitted by Section 7.7; (viiivii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business or arising services in the ordinary course of business (and not in respect of borrowed money) in connection with (A) cash management, including lines of credit and overdraft facilities, (B) the financing of insurance premiums, (C) take-or-pay obligations contained in supply agreements and (D) obligations to pay the deferred purchase price of goods or services or progress payments in connection with such goods or servicesbusiness; (ixviii) Indebtedness unsecured guarantees arising as a result of (A) customary indemnification obligations to purchasers that are not Affiliates of a Loan Party in connection with any Disposition permitted by Section 7.5; (xix) Indebtedness incurred in the ordinary course of business under (A) appeal bonds or similar instruments, instruments and (B) surety bonds, payment bonds, performance bonds, bid bonds, Real Property lease guarantees, completion guarantees and similar obligations, workers’ compensation claims, health, disability or other employee benefits, and bankers acceptances issued for the account of any Loan Party or its Subsidiaries and unsecured guarantees thereof and (C) trade letters of credit, bank guarantees, warehouse receipts or similar instruments (other than obligations in respect of Indebtedness for borrowed money)thereof; (xi) Indebtedness representing deferred compensation to employees, directors or consultants incurred in the ordinary course of business; (xii) contingent payment obligations and contingent liabilities in respect of any indemnification obligations and adjustments of purchase price, in each case in connection with an Investment or Acquisition permitted by Section 7.4; (xiii) [reserved]; (xiv) Refinancing Indebtedness in respect of any Indebtedness permitted under clauses (ii), (iii) or (iv); and (xv) additional unsecured Indebtedness in an aggregate principal amount not to exceed (A) the greater of (x) $2,000,000 and (y) 2% of Consolidated Total Assets, plus (B) to the extent constituting unsecured Subordinated Debt, the greater of (x) $3,000,000 and (y) 3% of Consolidated Total Assets at any one time outstanding. (b) Holdings and the The Borrower will not, and will not permit any of their respective its Subsidiaries to, (i) issue any Disqualified Equity Interests, or (ii) be or become liable in respect of any obligation (contingent or otherwise) to purchase, redeem, retire, acquire or make any other payment in respect of any Equity Interests of any Loan Party or any of its Subsidiaries, except as permitted under Section 7.8. (c) For purposes of determining compliance with this Section 7.1, (i) Indebtedness need not be permitted solely by reference to one of the categories described in clauses (a)(i) through (xv) but may be permitted in part under any combination thereof, and (ii) in the event that an item of Indebtedness (or any part thereof) meets the criteria of more than one of the categories described in clauses (a)(i) through (xv) above, Holdings and the Borrower will be permitted, in their discretion, to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section.

Indebtedness; Equity Interests. (a) Holdings and the The Borrower will not, and will not permit any of their respective Subsidiaries Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (ia) Indebtedness created under the Loan Documents; (iib) Indebtedness existing on the Agreement Closing Date and set forth in Schedule 7.1, and Refinancing Indebtedness with respect thereto; (iiic) Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capitalized Leases Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition acquisition, construction or improvement thereof; , and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (plus all accrued and unpaid interest thereon and the amount of any premium necessary to accomplish such extension, renewal or replacement and expenses incurred in connection therewith), provided that (Ai) such Indebtedness is incurred prior to or within 90 270 days after such acquisition or the completion of such construction or improvement and (Bii) the aggregate outstanding principal amount of Indebtedness permitted by this clause paragraph (iiic) shall not, without duplication, exceed the greater of (x) $7,500,000 and (y) 7.5% of Consolidated Total Assets 75,000,000 at any timetime outstanding; (ivd) Indebtedness of any Person that becomes a Subsidiary after the Agreement Closing Date through an Acquisition; and Refinancing Indebtedness in respect thereof, provided that (i) such Indebtedness (A) exists at the time such person Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, (B) does not exceed $5,000,000 Subsidiary and (Cii) the Borrower is recourse only to in compliance with the Financial Covenants on a Pro Forma Basis at the time such acquired Person becomes a Subsidiary; (v) Guarantees in respect of Indebtedness otherwise permitted by this Section 7.1(a) other than under clause (iv); (vie) Indebtedness (i) of (A) any Loan Party the Borrower owed to any other Loan PartySubsidiary, (Bii) of any Subsidiary Guarantor owed to the Borrower or any other Subsidiary, (iii) of any Non-Loan Party Guarantor Subsidiary owed to any other Non-Loan Party Guarantor Subsidiary and (Civ) to the extent permitted as an Investment under Section 7.4, of any Non-Loan Party Guarantor Subsidiary owed to the Borrower or any Loan PartySubsidiary Guarantor in an aggregate principal amount for all such Indebtedness in the case of this clause (iv), when combined with the aggregate principal amount of all outstanding Guarantees permitted by clause (iv) in paragraph (h) below, not to exceed $40,000,000 at any one time outstanding; (viif) obligations under any Swap Agreements entered into for the purpose of mitigating risk and not for speculative purposesdeferred Management Fees; (viiig) unsecured Indebtedness of the Borrower having no maturity or scheduled amortization prior to the date that is one year after the later of the B Term Maturity Date and the latest final stated maturity date of any Indebtedness incurred pursuant to Section 2.1(d) or 2.5(d) that is outstanding (or in respect of which commitments are effective) at the time of the incurrence of such unsecured Indebtedness, so long as (i) both before and after giving effect to the incurrence thereof, no Event of Default shall exist and be continuing, (ii) on a Pro Forma Basis, the Financial Covenants shall be satisfied, (iii) no Subsidiary will be permitted to Guarantee such Indebtedness and (iv) the covenants and default provisions applicable to such Indebtedness shall not be materially more restrictive taken as a whole than those contained in this Agreement taken as a whole; (h) Guarantees (i) by the Borrower of Indebtedness of any Subsidiary Guarantor, (ii) by any Subsidiary Guarantor of Indebtedness of the Borrower or any other Subsidiary Guarantor, (iii) by any Non-Guarantor Subsidiary of Indebtedness of any other Non-Guarantor Subsidiary and (iv) by the Borrower or any Subsidiary Guarantor of Indebtedness of any Non-Guarantor Subsidiary in an aggregate principal amount for all such Guarantees in the case of this clause (iv), when combined with the aggregate principal amount of all outstanding Indebtedness permitted by clause (iv) in paragraph (e) above, not to exceed $40,000,000 at any one time outstanding; (i) Indebtedness under Hedging Agreements permitted by Section 7.7; (j) Indebtedness supported by a Letter of Credit, in a principal amount not in excess of the stated amount of such Letter of Credit; (k) Indebtedness of the Borrower or any Subsidiary arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument inadvertently drawn against insufficient funds by the Borrower or such Subsidiary in the ordinary course of business against insufficient funds, so long as such Indebtedness is promptly repaid; (l) Indebtedness of the Borrower or arising services any Subsidiary in the ordinary course form of business (earn-outs, adjustments of purchase price, indemnification, incentive, non-compete, consulting or other similar arrangements and not other contingent payments in respect of borrowed money) in connection with (A) cash managementInvestments and acquisitions permitted by Section 7.4, including lines of credit dispositions permitted by Sections 7.3 and overdraft facilities, (B) 7.5 or the financing of insurance premiums, (C) take-or-pay obligations contained in supply agreements and (D) obligations to pay the deferred purchase price of goods or services or progress payments in connection with such goods or servicesExit Event permitted by Section 7.14; (ix) Indebtedness arising as a result of (A) customary indemnification obligations to purchasers that are not Affiliates of a Loan Party in connection with any Disposition permitted by Section 7.5; (x) Indebtedness incurred in the ordinary course of business under (A) appeal bonds or similar instruments, (B) surety bonds, payment bonds, performance bonds, bid bonds, Real Property lease guarantees, completion guarantees and similar obligations, workers’ compensation claims, health, disability or other employee benefits, and bankers acceptances issued for the account of any Loan Party or its Subsidiaries and unsecured guarantees thereof and (C) trade letters of credit, bank guarantees, warehouse receipts or similar instruments (other than obligations in respect of Indebtedness for borrowed money); (xim) Indebtedness representing deferred compensation to employees, directors employees of the Borrower or consultants any Subsidiary incurred in the ordinary course of business; (xiin) contingent payment obligations and contingent liabilities Indebtedness of the Borrower or any Subsidiary in respect of any indemnification workers’ compensation claims, property casualty or liability insurance, take-or-pay obligations in supply arrangements, self-insurance obligations, performance, bid, customs, government, judgment, appeal and adjustments surety bonds and other obligations of purchase pricea similar nature and completion guaranties, in each case in connection with an Investment or Acquisition the ordinary course of business; (o) Indebtedness issued in lieu of cash payments of Restricted Payments permitted by Section 7.47.8(h), provided that such Indebtedness is subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (xiiip) [reserved]Indebtedness in respect of unsecured promissory notes issued to consultants, employees or directors or former employees, consultants or directors of any Holding Company, Parent, the Borrower or any Subsidiary in connection with repurchases of such Holding Company’s or Parent’s common stock or common stock options permitted by Section 7.8(h); (xivq) Indebtedness incurred in connection with the financing of insurance premiums in the ordinary course of business; (r) Indebtedness of the Borrower or any Subsidiary Guarantor incurred to finance a Permitted Acquisition that is secured only by the assets or business acquired in such Permitted Acquisition (including any Equity Interests of any Person so acquired in such Permitted Acquisition and including for the avoidance of doubt, any assets owned by such Person so acquired in such Permitted Acquisition) and so long as both immediately prior and after giving effect thereto, (i) no Default shall exist or result therefrom, (ii) the Borrower would be in compliance with the Financial Covenants on a Pro Forma Basis and (iii) the aggregate principal amount of all such Indebtedness and all Refinancing Indebtedness in respect thereof shall not exceed $100,000,000 at any time outstanding, plus any accrued interest, premiums, fees or expenses in connection with any such Refinancing Indebtedness; (s) any Subsidiary that is not a Wholly-Owned Subsidiary of any Indebtedness permitted under clauses the Borrower may issue Disqualified Equity that requires the payment of cash dividends to its equity holders so long as the Borrower or its respective Subsidiary which holds such Disqualified Equity receives at least its proportional share of such dividends (ii)based upon its relative holding of the equity interests in the Subsidiary paying such dividends and taking into account the relative preferences, (iii) or (ivif any, of the various classes of equity interest of such Subsidiary); and (xvt) additional unsecured Indebtedness of the Borrower and the Subsidiaries in an aggregate principal amount not to exceed (A) the greater of (x) not, without duplication, exceeding $2,000,000 and (y) 2% of Consolidated Total Assets, plus (B) to the extent constituting unsecured Subordinated Debt, the greater of (x) $3,000,000 and (y) 3% of Consolidated Total Assets 125,000,000 at any one time outstanding. (b) Holdings and the Borrower will not, and will not permit any of their respective Subsidiaries to, be or become liable in respect of any obligation (contingent or otherwise) to purchase, redeem, retire, acquire or make any other payment in respect of any Equity Interests of any Loan Party or any of its Subsidiaries, except as permitted under Section 7.8. (c) For purposes of determining compliance with this Section 7.1, (i) Indebtedness need not be permitted solely by reference to one of the categories described in clauses (a)(i) through (xv) but may be permitted in part under any combination thereof, and (ii) in the event that an item of Indebtedness (or any part thereof) meets the criteria of more than one of the categories described in clauses (a)(i) through (xv) above, Holdings and the Borrower will be permitted, in their discretion, to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section.

Indebtedness; Equity Interests. (a) Holdings and the The Borrower will not, and will not permit any of their respective its Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except: (i) Indebtedness created under the Loan Documents; (ii) Indebtedness existing on the Agreement Closing Date and set forth in Schedule 7.1, and any and any Refinancing Indebtedness with respect thereto; (iii) Indebtedness of the Borrower or any of its Subsidiaries incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capitalized Leases Finance Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; , and any Refinancing Indebtedness with respect thereto, provided that (A) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (iii) shall not, without duplication, exceed the greater of (x) $7,500,000 and (y) 7.5% of Consolidated Total Assets 5,000,000 at any time; (iv) Indebtedness of any Person that becomes a Subsidiary of the Borrower after the Agreement Date through an Acquisition; Closing Date, and any Refinancing Indebtedness with respect thereto, provided that such Indebtedness (A) such Indebtedness exists at the time such person Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, Subsidiary and (B) does not the aggregate outstanding principal amount of Indebtedness permitted by this clause (iv) shall not, without duplication, exceed $5,000,000 and (C) is recourse only to such acquired Subsidiary10,000,000 at any time; (v) Guarantees in respect intercompany Indebtedness of the Borrower or any Subsidiary owing to and held by the Borrower or any Subsidiary; provided, however, that (A) if the Borrower or any Subsidiary Guarantor is the obligor on such Indebtedness otherwise permitted by this Section 7.1(a) and any Subsidiary (other than a Subsidiary Guarantor) is the obligee thereof, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Secured Obligations (including, with respect to any Subsidiary Guarantor, its obligations under clause the Security Agreement), (iv)B) Indebtedness owed to the Borrower or any Subsidiary Guarantor must be evidenced by a Master Intercompany Note or an unsubordinated promissory note pledged to the Administrative Agent under the Security Agreement and (C) Indebtedness (excluding any ordinary course out-of-pocket expenses)of Subsidiaries (other than Subsidiary Guarantors) owed to the Borrower and/or a Subsidiary Guarantor may not exceed $5,000,000 in the aggregate at any time outstanding; (vi) Indebtedness of Guarantees by (A) any Loan Party to of Indebtedness of any other Loan Party, (B) any Non-Loan Party Subsidiary to of Indebtedness of any other Non-Loan Party Subsidiary Subsidiary, and (C) to the extent permitted as an Investment under Section 7.4, any Non-Loan Party Subsidiary to of any Indebtedness of any Loan Party, provided that, in each case, such Indebtedness is otherwise permitted by this Section 7.1(a); (vii) obligations under any Swap Agreements entered into for the purpose of mitigating risk and not for speculative purposespermitted by Section 7.7; (viii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business or arising services in the ordinary course of business (and not in respect of borrowed money) in connection with (A) cash management, including lines of credit and overdraft facilities, (B) the financing of insurance premiums, (C) take-or-pay obligations contained in supply agreements and (D) obligations to pay the deferred purchase price of goods or services or progress payments in connection with such goods or servicesbusiness; (ix) Indebtedness unsecured guarantees arising as a result of (A) customary indemnification obligations to purchasers that are not Affiliates of a Loan Party in connection with any Disposition permitted by Section 7.5; (x) Indebtedness incurred in the ordinary course of business under (A) appeal bonds or similar instruments, instruments and (B) surety bonds, payment bonds, performance bonds, bid bonds, Real Property lease guarantees, completion guarantees and similar obligations, workers’ compensation claims, health, disability or other employee benefits, and bankers acceptances issued for the account of any Loan Party or its Subsidiaries and unsecured guarantees thereof and (C) trade letters of credit, bank guarantees, warehouse receipts or similar instruments (other than obligations in respect of Indebtedness for borrowed money)thereof; (xi) Indebtedness representing deferred compensation Earn-Out Obligations owing to employees, directors or consultants sellers incurred in connection with a Permitted Acquisition; provided that the ordinary course amount of businesssuch Earn-Out Obligations shall be deemed to be part of the cost of such Investment (the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP or the amount actually paid); (xii) contingent payment obligations and contingent liabilities in respect of any indemnification obligations and adjustments of purchase price, in each case in connection with an Investment or Acquisition permitted by Section 7.4a Permitted Acquisition; (xiii) [reserved]other Indebtedness not to exceed $2,500,000 in the aggregate principal amount at any time outstanding; provided that any Liens securing such Indebtedness shall rank junior in priority to the liens securing the Indebtedness under the Loan Documents; (xiv) Refinancing other Indebtedness not to exceed $2,500,000 in respect of the aggregate at any time outstanding; provided that such Indebtedness permitted (A) shall rank junior in priority to the Liens securing the Indebtedness under clauses (ii)the Loan Documents pursuant to a subordination or intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent, (iiiB) or shall at the time such Indebtedness is incurred, have a scheduled maturity date that is at least ninety-one (iv)91) days following the Latest Maturity Date and (C) shall not require payments of principal thereon prior to a date that is, at the time such Indebtedness is incurred, at least ninety-one (91) days following the Latest Maturity Date; and (xv) additional unsecured Indebtedness deferred compensation or similar arrangement payable to future, present or former directors, officers, employees, members of management or consultants of any Loan Party and its Subsidiaries in an aggregate principal amount not to exceed (A) the greater of (x) $2,000,000 and (y) 2% of Consolidated Total Assets, plus (B) to the extent constituting unsecured Subordinated Debt, the greater of (x) $3,000,000 and (y) 3% of Consolidated Total Assets outstanding at any one time outstandingtime. (b) Holdings and the Borrower will not, and will not permit any of their respective its Subsidiaries to, (i) issue any Disqualified Equity Interests, or (ii) be or become liable in respect of any obligation (contingent or - 110 - otherwise) to purchase, redeem, retire, acquire or make any other payment in respect of any Equity Interests of any Loan Party or any of its Subsidiaries, except as permitted under Section 7.8. (c) For purposes of determining compliance with this Section 7.1, (i) Indebtedness need not be permitted solely by reference to one of the categories described in clauses (a)(i) through (xv) but may be permitted in part under any combination thereof, and (ii) in the event that an item of Indebtedness (or any part thereof) meets the criteria of more than one of the categories described in clauses (a)(i) through (xv) above, Holdings and the Borrower will be permitted, in their discretion, to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section.

Indebtedness; Equity Interests. (a) Holdings and the The Borrower will not, and will not permit any of their respective Subsidiaries Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (i) Indebtedness created under the Loan Documents; (ii) Indebtedness existing on the Agreement Restatement Date and set forth in Schedule 7.1, but not any extensions, renewals or replacements of any such Indebtedness; (iii) Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capitalized Leases Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; , and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof, provided that (A) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (iii) shall not, without duplication, exceed the greater of (x) $7,500,000 and (y) 7.5% of Consolidated Total Assets 30,000,000 at any timetime outstanding; (iv) Indebtedness of any Person that becomes a Subsidiary after the Agreement Date through an Acquisition; Date, provided that such Indebtedness (A) such Indebtedness exists at the time such person Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, Subsidiary and (B) does not the aggregate principal amount of Indebtedness permitted by this clause (iv) shall not, without duplication, exceed $5,000,000 and (C) is recourse only to such acquired Subsidiary30,000,000 at any time outstanding; (v) Guarantees in respect Indebtedness of Indebtedness otherwise permitted by this Section 7.1(a) the Borrower to any Subsidiary Guarantor and of any Subsidiary Guarantor to the Borrower or any other than under clause (iv)Subsidiary Guarantor; (vi) Indebtedness of (A) any Loan Party to any other Loan Party, (B) any Non-Loan Party Subsidiary to any other Non-Loan Party Subsidiary deferred Management Fees which have been subordinated upon terms and (C) conditions acceptable to the extent permitted as an Investment under Section 7.4, any Non-Loan Party Subsidiary to any Loan PartyLenders; (vii) obligations unsecured Indebtedness of the Borrower having no maturity or scheduled amortization prior to the date that is one year after the B Term Maturity Date, so long as (a) both before and after giving effect to the incurrence thereof, no Default (including, on a pro-forma basis, under any Swap Agreements entered into for the purpose of mitigating risk financial covenants) shall exist, (b) both before and not for speculative purposesafter giving effect to the incurrence thereof, the Borrower is in compliance with the Pro Forma Debt Service Ratio, (c) no Subsidiary will be permitted to Guarantee such Indebtedness, and (d) the covenants and default provisions applicable to such Indebtedness shall be no more restrictive than those contained in this Agreement; (viii) Guarantees by the Borrower of Indebtedness arising from of any Subsidiary Guarantor and by any Subsidiary Guarantor of Indebtedness of the honoring by a bank Borrower (other than under paragraph (vii) above) or any other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business or arising services in the ordinary course of business (and not in respect of borrowed money) in connection with (A) cash management, including lines of credit and overdraft facilities, (B) the financing of insurance premiums, (C) take-or-pay obligations contained in supply agreements and (D) obligations to pay the deferred purchase price of goods or services or progress payments in connection with such goods or services;Subsidiary Guarantor; and (ix) Indebtedness arising as a result of (A) customary indemnification obligations to purchasers that are not Affiliates of a Loan Party in connection with any Disposition permitted by Section 7.5; (x) Indebtedness incurred in the ordinary course of business under (A) appeal bonds or similar instruments, (B) surety bonds, payment bonds, performance bonds, bid bonds, Real Property lease guarantees, completion guarantees and similar obligations, workers’ compensation claims, health, disability or other employee benefits, and bankers acceptances issued for the account of any Loan Party or its Subsidiaries and unsecured guarantees thereof and (C) trade letters of credit, bank guarantees, warehouse receipts or similar instruments (other than obligations in respect of Indebtedness for borrowed money); (xi) Indebtedness representing deferred compensation to employees, directors or consultants incurred in the ordinary course of business; (xii) contingent payment obligations and contingent liabilities in respect of any indemnification obligations and adjustments of purchase price, in each case in connection with an Investment or Acquisition permitted by Section 7.4; (xiii) [reserved]; (xiv) Refinancing Indebtedness in respect of any Indebtedness permitted under clauses (ii), (iii) or (iv); and (xv) additional unsecured Indebtedness of the Borrower and the Subsidiaries in an aggregate principal amount not to exceed (A) the greater of (x) not, without duplication, exceeding $2,000,000 and (y) 2% of Consolidated Total Assets, plus (B) to the extent constituting unsecured Subordinated Debt, the greater of (x) $3,000,000 and (y) 3% of Consolidated Total Assets 30,000,000 at any one time outstanding. (b) Holdings and the The Borrower will not, and will not permit any of their respective Subsidiaries Subsidiary to, be issue any Equity Interest, other than (i) Equity Interests issued by any Subsidiary to the Borrower or become liable in respect any Subsidiary Guarantor, (ii) additional perpetual common Equity Interests issued by the Borrower to the extent that, simultaneously with such issuance, the Secured Parties shall obtain a continuing first perfected Lien thereon pursuant to the Security Documents, (iii) Disqualified Equity of any obligation (contingent or otherwise) Subsidiary to purchase, redeem, retire, acquire or make any other payment in respect of any Equity Interests of any Loan Party or any of its Subsidiaries, except as the extent permitted under Section 7.8.7.1(a), and (civ) For purposes of determining compliance with this Section 7.1, Equity Interests issued by any Subsidiary (i) Indebtedness need not be permitted solely by reference to one of the categories described in clauses (a)(i) through (xv) but may be permitted in part under any combination thereof, and (iiA) in the event that an item full or partial consideration of Indebtedness (any purchase or any part thereof) meets the criteria of more than one of the categories described in clauses (a)(i) through (xv) above, Holdings and the Borrower will be permitted, in their discretion, other acquisition by such Subsidiary for fair value pursuant to classify such item of Indebtedness on the date of its incurrenceSection 7.4(g), or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section(B) to the extent permitted under Section 7.5(e).

Indebtedness; Equity Interests. (a) Holdings and the Borrower The Borrowers will not, and will not permit any of their respective Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except: (i) Indebtedness (A) created under the Loan DocumentsDocuments and/or (B) in respect of any Secured Obligations; (ii) Indebtedness existing on the Agreement Date and set forth in Schedule 7.1, and any Refinancing Indebtedness with respect thereto; (iii) Indebtedness of Lead Borrower or any of its Subsidiaries incurred to finance the acquisition, construction lease, cost of design, construction, repair, replacement, installation or improvement of any fixed or capital assets, including Capitalized Leases Finance Lease Obligations, mortgage financings, purchase money obligations (including Indebtedness as lessee or guarantor) and any other Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and any Refinancing Indebtedness with respect thereto; provided that (A) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (iii) shall not, without duplication, exceed the greater of (x) $7,500,000 and (y) 7.5% of Consolidated Total Assets 15,000,000 at any time; (iv) Indebtedness of any Person that becomes a Subsidiary of Lead Borrower, or is merged, amalgamated or consolidated with or into Lead Borrower or any Subsidiary thereof, after the Agreement Date through an AcquisitionDate, and any Refinancing Indebtedness with respect thereto; provided that such Indebtedness (A) such Indebtedness exists at the time of such person becomes a Subsidiary transaction and is not created in contemplation of or in connection with such Person becoming a Subsidiary, transaction and (B) does the aggregate outstanding principal amount of Indebtedness permitted by this clause (iv) shall not exceed $5,000,000 and (C) is recourse only to such acquired Subsidiary2,500,000 at any time; (v) Guarantees intercompany Indebtedness of Lead Borrower or any Subsidiary owing to and held by Lead Borrower or any Subsidiary; provided, however, that (A) if any Loan Party is the obligor on such Indebtedness and any Non-Loan Party Subsidiary is the obligee thereof, such Indebtedness must be unsecured and expressly subordinated to the prior payment in respect full in cash of all Secured Obligations, (B) Indebtedness owed to any Loan Party must be evidenced by the Master Intercompany Note or an unsubordinated promissory note pledged to the Administrative Agent under the Security Agreement and (C) the principal amount of Indebtedness otherwise permitted of Non-Loan Party Subsidiaries owed to any Loan Party (together with the aggregate amount of Investments by this any Loan Party in the Equity Interests of any Non-Loan Party Subsidiary outstanding under Section 7.1(a7.4(c)) other than under clause (iv)shall not exceed $15,000,000 in the aggregate at any time outstanding; (vi) Indebtedness of Guarantees by (A) any Loan Party to of Indebtedness of any other Loan Party, (B) any Non-Loan Party Subsidiary to of Indebtedness of any other Non-Loan Party Subsidiary or of any Loan Party, and (C) to the extent permitted as an Investment under Section 7.4, any Loan Party of Indebtedness of any Non-Loan Party Subsidiary to any Loan Partyoutstanding under Section 7.1(a)(xviii); provided that, in each case, such Indebtedness is otherwise permitted by this Section 7.1(a); (vii) obligations under any Swap Agreements entered into for the purpose of mitigating risk and not for speculative purposespermitted by Section 7.7; (viii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business or arising services in the ordinary course of business (and not in respect of borrowed money) in connection with (A) cash management, including lines of credit and overdraft facilities, (B) the financing of insurance premiums, (C) take-or-pay obligations contained in supply agreements and (D) obligations to pay the deferred purchase price of goods or services or progress payments in connection with such goods or servicesbusiness; (ix) Indebtedness arising as a result of (A) customary indemnification obligations to purchasers that are not Affiliates of a Loan Party in connection with any Disposition permitted by Section 7.5; (x) Indebtedness incurred in the ordinary course of business under (A) appeal bonds or similar instruments, instruments and (B) surety bonds, payment bonds, performance bonds, bid bonds, Real Property lease guarantees, completion guarantees and similar obligations, workers’ compensation claims, health, disability or other employee benefits, and letters of credit, bankers acceptances and similar instruments issued for the account of any Loan Party or its Subsidiaries and unsecured guarantees thereof and (C) trade letters or of credit, bank guarantees, warehouse receipts or similar instruments (other than reimbursement obligations in respect of Indebtedness for borrowed moneythereof); (x) Indebtedness of Non-Loan Party Subsidiaries in an aggregate principal amount (together with the aggregate principal amount of Indebtedness outstanding under Section 7.1(a)(xvii)) not to exceed $35,000,000 at any time outstanding; (xi) Indebtedness arising from agreements of Lead Borrower or any Subsidiary providing for customary indemnification, adjustment of purchase or acquisition price or similar obligations (including Earn-Out Obligations), in each case, incurred or assumed in connection with any Permitted Acquisition, other Investments or the Disposition of any business, assets, Equity Interests or Subsidiary permitted under this Credit Agreement; (xii) Indebtedness consisting of (A) obligations to pay, or the financing of, insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (xiii) Indebtedness representing deferred compensation to employees, directors consultants or consultants independent contractors of Lead Borrower or any Subsidiary incurred in the ordinary course of business; (xiixiv) contingent payment Indebtedness consisting of obligations and contingent liabilities in respect of Lead Borrower or any indemnification obligations and adjustments of purchase price, in each case Subsidiary under deferred compensation or other similar arrangements incurred by such person in connection with an the Transactions and Permitted Acquisitions or any other Investment or Acquisition permitted by Section 7.4; (xiii) [reserved]; (xiv) Refinancing Indebtedness in respect of any Indebtedness permitted under clauses (ii), (iii) or (iv); andthis Credit Agreement; (xv) Indebtedness issued by Lead Borrower or any Subsidiary to current or former officers, directors and employees, their respective permitted transferees, assigns, estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Lead Borrower permitted by Section 7.8, which Indebtedness may be secured only by Liens on such Equity Interests and proceeds thereof; (xvi) Indebtedness related to unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (xvii) Indebtedness owed to one or more unaffiliated third parties financing Foreign Receivables and/or Foreign Inventory (and related, rights, assets and/or Equity Interests), and any Refinancing Indebtedness with respect thereto, in an aggregate principal amount (together with the aggregate principal amount of Indebtedness outstanding under Section 7.1(a)(x)) not to exceed $35,000,000 at any time outstanding, which Indebtedness may be secured only by Liens permitted by Section 7.2(k); (xviii) additional unsecured Indebtedness in an aggregate principal amount not to exceed (A) the greater of (x) $2,000,000 and (y) 2% of Consolidated Total Assets, plus (B) to the extent constituting unsecured Subordinated Debt, the greater of (x) $3,000,000 and (y) 3% of Consolidated Total Assets 5,000,000 at any one time outstanding; and (xix) Indebtedness arising under the Rxxxxxxxx Factoring Agreement. (b) Holdings and the Borrower will not, and will not permit any of their respective Subsidiaries to, be or become liable in respect of any obligation (contingent or otherwise) to purchase, redeem, retire, acquire or make any other payment in respect of any Equity Interests of any Loan Party or any of its Subsidiaries, except as permitted under Section 7.8. (c) [Reserved]. For purposes of determining compliance with this Section 7.1, if Indebtedness is incurred to refinance other Indebtedness denominated in a currency other than Dollars (or in a different currency from the Indebtedness being refinanced), and such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (i) the outstanding or committed principal amount, as applicable, of such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums (including tender premiums), defeasance costs and other costs and expenses incurred in connection with such refinancing. Further, for purposes of determining compliance with this Section 7.1, (A) Indebtedness need not be permitted solely by reference to one category of the categories permitted Indebtedness (or any portion thereof) described in clauses (a)(i) through (xv) above but may be permitted in part under any relevant combination thereofthereof (and subject to compliance, where relevant, with Section 7.2), and (iiB) in the event that an item of Indebtedness (or any part portion thereof) meets the criteria of one or more than one of the categories of permitted Indebtedness (or any portion thereof) described in clauses (a)(i) through (xv) above, Holdings and the Lead Borrower will be permittedmay, in their its sole discretion, to classify or divide such item of Indebtedness on the date of its incurrence, (or later reclassify all or a any portion of such item of Indebtedness, thereof) in any manner that complies with this SectionSection 7.1 (and subject to compliance, where relevant, with Section 7.2) and will be entitled to only include the amount and type of such item of Indebtedness (or any portion thereof) in one of the above clauses (or any portion thereof) and such item of Indebtedness (or any portion thereof) shall be treated as having been incurred or existing pursuant to only such clause or clauses (or any portion thereof); provided that all Indebtedness outstanding under the Loan Documents and/or incurred in respect of any Secured Obligations shall at all times be deemed to have been incurred pursuant to Section 7.1(a)(i).

Indebtedness; Equity Interests. (a) Holdings and the The Borrower will not, and will not permit any of their respective its Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except: (i) Indebtedness created under the Loan Documents; (ii) Indebtedness existing on the Agreement Date and set forth in Schedule 7.1, and any and any Refinancing Indebtedness with respect thereto; (iii) Indebtedness of the Borrower or any of its Subsidiaries incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capitalized Leases Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; , and any Refinancing Indebtedness with respect thereto, provided that (A) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (iii) shall not, without duplication, exceed the greater of (x) $7,500,000 and (y) 7.5% of Consolidated Total Assets 5,000,000 at any timetime outstanding; (iv) Indebtedness of any Person that becomes a Subsidiary of the Borrower after the Agreement Date through an Acquisition; Date, and any Refinancing Indebtedness with respect thereto, provided that such Indebtedness (A) such Indebtedness exists at the time such person Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, Subsidiary and (B) does not the aggregate outstanding principal amount of Indebtedness permitted by this clause (iv) shall not, without duplication, exceed $5,000,000 and (C) is recourse only to such acquired Subsidiary7,500,000 at any time; (v) Guarantees in respect intercompany Indebtedness of the Borrower or any Subsidiary owing to and held by the Borrower or any Subsidiary; provided, however, that (A) if the Borrower or any Subsidiary Guarantor is the obligor on such Indebtedness otherwise permitted by this Section 7.1(a) and any Subsidiary (other than a Subsidiary Guarantor) is the obligee thereof, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Secured Obligations (including, with respect to any Subsidiary Guarantor, its obligations under the Security Agreement), other than unasserted contingent indemnification and unasserted expense reimbursement obligations, in each case not then due and payable, (B) Indebtedness owed to the Borrower or any Subsidiary Guarantor must be evidenced by the Master Intercompany Note or an unsubordinated promissory note pledged to the Administrative Agent under the Security Agreement and (C) any Indebtedness of Subsidiaries incurred in reliance on this clause (iva)(v) must be permitted under Section 7.4(c); (vi) Indebtedness of Guarantees by (A) any Loan Party to of Indebtedness of any other Loan Party, (B) any Non-Loan Party Subsidiary to of Indebtedness of any other Non-Loan Party Subsidiary Subsidiary, and (C) to the extent permitted as an Investment under Section 7.4, any Non-Loan Party Subsidiary to of any Indebtedness of any Loan Party, provided that, in each case, such Indebtedness is otherwise permitted by this Section 7.1(a); (vii) obligations under any Swap Agreements entered into for the purpose of mitigating risk and not for speculative purposesAgreement permitted by Section 7.7; (viii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business or arising services in the ordinary course of business (and not in respect of borrowed money) in connection with (A) cash management, including lines of credit and overdraft facilities, (B) the financing of insurance premiums, (C) take-or-pay obligations contained in supply agreements and (D) obligations to pay the deferred purchase price of goods or services or progress payments in connection with such goods or servicesbusiness; (ix) Indebtedness contingent liabilities arising with respect to (i) unsecured guarantees arising as a result of (A) customary indemnification obligations to purchasers that are not Affiliates of a Loan Party in connection with any Disposition permitted by Section 7.57.5 and (ii) the guaranty by any of the Loan Parties and their Subsidiaries of a lease, sublease, license, or sublicense entered into in the ordinary course of business by another Loan Party; (x) Indebtedness incurred in the ordinary course of business and consistent with past business practice under (A) appeal bonds or similar instruments, instruments and (B) surety bonds, payment bonds, performance bonds, bid bonds, Real Property lease guarantees, completion guarantees and similar obligations, workers’ compensation claims, health, disability or other employee benefits, and bankers acceptances issued for the account of any Loan Party or its Subsidiaries and unsecured guarantees thereof and (C) trade letters of credit, bank guarantees, warehouse receipts or similar instruments (other than obligations in respect of Indebtedness for borrowed money)thereof; (xi) Indebtedness representing deferred compensation unsecured Indebtedness, including Earn-Out Obligations, owing to employees, directors or consultants sellers incurred in connection with a Permitted Acquisition so long as the ordinary course maximum amount of businesspotential liability in respect of such Earn-Out Obligations (the amount of which shall be that reasonably expected to be payable in connection therewith, as reasonably estimated by the Borrower or, upon the amount of any such Earn-Out Obligation becoming fixed and determined, in the amount so determined) does not exceed $7,500,000 in the aggregate at any time outstanding; (xii) contingent payment obligations and contingent liabilities in respect of any indemnification obligations and adjustments of purchase price, in each case in connection with an Investment or Acquisition permitted by Section 7.4a Permitted Acquisition; (xiii) [reserved]Indebtedness incurred in the ordinary course of business in respect of credit cards, credit card processing services, debit cards, stored value cards, commercial cards (including so-called “purchase cards”, “procurement cards” or “p-cards”), or Cash Management Services in an amount not to exceed $7,500,000 in the aggregate at any time outstanding; (xiv) Refinancing Indebtedness resulting from the financing of insurance premiums (with the insurance company providing such financing) in the ordinary course of business and consistent with past business practices; (xv) to the extent constituting Indebtedness, obligations in respect of purchase price adjustments, non-competition agreements, and other similar arrangements, representing consideration and incurred in connection with any Permitted Acquisition; provided that to the extent such purchase price adjustment is subject to a contingency, such purchase price adjustment shall be valued at the amount of reserves, if any, required under GAAP, and to the extent that the amount payable pursuant to such purchase price adjustment is reflected, or would otherwise be required to be reflected, on a balance sheet prepared in accordance with GAAP, it shall be valued at such reflected amount; (xvi) Indebtedness arising in connection with endorsement of instruments for deposit or owed in respect of business credit card programs and any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services, in each case arising in the ordinary course of business; (xvii) contingent liabilities arising with respect to (i) customary indemnification obligations by any of the Loan Parties and their Subsidiaries in favor of purchasers in connection with Dispositions permitted under clauses this Credit Agreement and (ii)) the guaranty by any of the Loan Parties and their Subsidiaries of a lease, sublease, license, or sublicense entered into in the ordinary course of business by another Loan Party; (iiixviii) to the extent constituting Indebtedness, deferred compensation earned in the ordinary course of business payable to directors, officers and employees of the Borrower or (iv)any Subsidiary; and (xvxix) additional unsecured Indebtedness in an aggregate principal amount not to exceed (A) the greater of (x) $2,000,000 and (y) 2% of Consolidated Total Assets, plus (B) to the extent constituting unsecured Subordinated Debt, the greater of (x) $3,000,000 and (y) 3% of Consolidated Total Assets 7,500,000 at any one time outstanding. (b) Holdings and the The Borrower will not, and will not permit any of their respective its Subsidiaries to, (i) issue any Disqualified Equity Interests, or (ii) be or become liable in respect of any obligation (contingent or otherwise) to purchase, redeem, retire, acquire or make any other payment in respect of any Equity Interests of any Loan Party or any of its Subsidiaries, except as permitted under Section 7.8. (c) For purposes of determining compliance with this Section 7.1, (i) Indebtedness need not be permitted solely by reference to one of the categories described in clauses (a)(i) through (xv) but may be permitted in part under any combination thereof, and (ii) in the event that an item of Indebtedness (or any part thereof) meets the criteria of more than one of the categories described in clauses (a)(i) through (xv) above, Holdings and the Borrower will be permitted, in their discretion, to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section.

Indebtedness; Equity Interests. (a) Holdings and the Borrower The Loan Parties will not, and will not permit any of their respective Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except: (i) Indebtedness created under the Loan Documents; (ii) Indebtedness existing on the Agreement Closing Date and set forth in Schedule 7.1, and any Refinancing Indebtedness with respect thereto; (iii) Indebtedness of any Borrower or any of its Subsidiaries incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capitalized Leases Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; , and any Refinancing Indebtedness with respect thereto, provided that (A) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (B) the aggregate outstanding principal amount of Indebtedness permitted by this clause (iii) shall not, without duplication, exceed the greater of (x) $7,500,000 and (y) 7.5% of Consolidated Total Assets 1,500,000 at any time; (iv) intercompany Indebtedness of any Person that becomes a Borrower or any Subsidiary after owing to and held by the Agreement Date through an Acquisition; provided that such Indebtedness (A) exists at the time such person becomes a Subsidiary and is not created in contemplation Company or in connection with such Person becoming a Subsidiary, (B) does not exceed $5,000,000 and (C) is recourse only to such acquired any Subsidiary; (v) Guarantees in respect by any Loan Party of Indebtedness of any other Loan Party, provided that such Indebtedness is otherwise permitted by this Section 7.1(a) other than under clause (iv); (vi) Indebtedness of (A) any Loan Party to any other Loan Party, (B) any Non-Loan Party Subsidiary to any other Non-Loan Party Subsidiary and (C) to the extent permitted as an Investment under Section 7.4, any Non-Loan Party Subsidiary to any Loan Party; (vii) Unsecured obligations under any Swap Agreements entered into for the purpose of mitigating risk and not for speculative purposespermitted by Section 7.7; (viiivii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business or arising services in the ordinary course of business (and not in respect of borrowed money) in connection with (A) cash management, including lines of credit and overdraft facilities, (B) the financing of insurance premiums, (C) take-or-pay obligations contained in supply agreements and (D) obligations to pay the deferred purchase price of goods or services or progress payments in connection with such goods or servicesbusiness; (ixviii) Indebtedness unsecured guarantees arising as a result of (A) customary indemnification obligations to purchasers that are not Affiliates of a Loan Party in connection with any Disposition permitted by Section 7.5; (xix) Indebtedness incurred in the ordinary course of business under (A) appeal bonds or similar instruments, instruments and (B) surety bonds, payment bonds, performance bonds, bid bonds, Real Property lease guarantees, completion guarantees and similar obligations, workers’ compensation claims, health, disability or other employee benefits, and bankers acceptances issued for the account of any Loan Party or its Subsidiaries and unsecured guarantees thereof and (C) trade letters of creditthereof, bank guaranteesin each case, warehouse receipts or similar instruments (other than obligations in respect of Indebtedness for borrowed money); (xi) Indebtedness representing deferred compensation to employees, directors or consultants incurred in the ordinary course of business; (xiix) contingent payment obligations Indebtedness pursuant to letters of credit in an aggregate undrawn and contingent liabilities in respect of unreimbursed amount at any indemnification obligations and adjustments of purchase price, in each case in connection with an Investment or Acquisition permitted by Section 7.4time outstanding not to exceed $1,675,000; (xiiixi) [reserved]; (xiv) Refinancing Indebtedness in respect owing to the Second Lien Lenders pursuant to the Second Lien Credit Agreement, so long as such Indebtedness is subject to the terms of the Intercreditor Agreement, and any Indebtedness permitted issued in exchange for, or the proceeds of which are used to extend, refinance, refund, replace, renew, continue or substitute for Indebtedness under clauses (ii)the Second Lien Credit Agreement, (iii) or (iv); and (xv) additional unsecured which Indebtedness in an aggregate principal amount not to exceed both (A) the greater of (x) $2,000,000 and (y) 2% of Consolidated Total Assets, plus (B) to the extent constituting unsecured Subordinated Debt, the greater of (x) $3,000,000 and (y) 3% of Consolidated Total Assets at any one time outstanding. (b) Holdings and the Borrower will not, and will not permit any of their respective Subsidiaries to, be or become liable in respect of any obligation (contingent or otherwise) to purchase, redeem, retire, acquire or make any other payment in respect of any Equity Interests of any Loan Party or any of its Subsidiaries, except qualifies as permitted under Section 7.8. (c) For purposes of determining compliance with this Section 7.1, (i) Refinancing Indebtedness need not be permitted solely by reference to one of the categories described in clauses (a)(i) through (xv) but may be permitted in part under any combination thereof, and (ii) in the event that an item of Indebtedness (or any part thereof) meets the criteria of more than one of the categories described in clauses (a)(i) through (xv) above, Holdings and the Borrower will be permitted, in their discretion, to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section.and