Common use of Indebtedness or Disqualified Clause in Contracts

Indebtedness or Disqualified. Equity Interests to the extent representing a replacement, renewal, refinancing or extension (collectively, a "refinancing") of outstanding Indebtedness or Disqualified Equity Interests Incurred in compliance with the Debt to Operating Cash Flow Ratio of the first paragraph of this Section 4.04 or clause (a), (b), (i), (j), (k), (l) or (n) of this paragraph of this Section 4.04; provided, however, that (i) any such refinancing shall not exceed the sum of the principal amount (or, if such Indebtedness or Disqualified Equity Interests provide for a lesser amount to be due and payable upon a declaration of acceleration thereof at the time of such refinancing, an amount no greater than such lesser amount) of the Indebtedness or Disqualified Equity Interests being refinanced, plus the amount of accrued interest or ---- dividends thereon, plus the amount of any reasonably determined prepayment ---- premium necessary to accomplish such refinancing and such reasonable fees and expenses incurred in connection therewith, (ii) Indebtedness representing a refinancing of Indebtedness other than Senior Indebtedness shall have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being refinanced, (iii) Indebtedness that is pari passu with the Securities may only be refinanced with Indebtedness that is made pari passu with or subordinate in right of payment to the Securities and Subordinated Indebtedness or Disqualified Equity Interests may only be refinanced with Subordinated Indebtedness or Disqualified Equity Interests, (iv) no Restricted Subsidiary may Incur Indebtedness to refinance Indebtedness of the Company, and (v) with respect to any refinancing of Indebtedness Incurred pursuant to clauses (i), (j), (k) or (l) of this paragraph, such refinancing pursuant to this clause (h) shall also be deemed to be Incurred pursuant to clause (i), (j), (k) or (l), as the case may be, of this paragraph (for the avoidance of doubt, the result of which is that a refinancing does not create new debt Incurrence capacity under such clauses);

Indebtedness or Disqualified. Equity Interests to the extent representing a replacement, renewal, refinancing or extension (collectively, a "refinancing") of outstanding Indebtedness or Disqualified ----------- Equity Interests Incurred in compliance with the Debt to Operating Cash Flow Ratio of the first paragraph of this Section 4.04 6A.2 or clause (a), (b), (i), (j), (k), (l) or (n) of this paragraph of this Section 4.046A.2; provided, -------- however, that (i) any such refinancing shall not exceed the sum of the ------- principal amount (or, if such Indebtedness or Disqualified Equity Interests provide for a lesser amount to be due and payable upon a declaration of acceleration thereof at the time of such refinancing, an amount no greater than such lesser amount) of the Indebtedness or Disqualified Equity Interests being refinanced, plus the amount of accrued interest or ---- dividends thereon, plus the amount of any reasonably determined prepayment ---- premium necessary to accomplish such refinancing and such reasonable fees -77- and expenses incurred in connection therewith, (ii) Indebtedness representing a refinancing of Indebtedness other than Senior Indebtedness shall have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being refinanced, (iii) Indebtedness that is pari passu with the Securities Notes may only be refinanced ---------- with Indebtedness that is made pari passu with or subordinate in right of ---------- payment to the Securities Notes and Subordinated Indebtedness or Disqualified Equity Interests may only be refinanced with Subordinated Indebtedness or Disqualified Equity Interests, (iv) no Restricted Subsidiary may Incur Indebtedness to refinance Indebtedness of Borrower (except that if the CompanyIndebtedness being refinanced is guaranteed by a Restricted Subsidiary, such Restricted Subsidiary may guarantee such refinanced Indebtedness) and (v) with respect to any refinancing of Indebtedness Incurred pursuant to clauses clause (i), (j), (k), (l) or (ln) of this paragraph, such refinancing pursuant to this clause (h) shall also be deemed to be Incurred pursuant to clause (i), (j), (k), (l) or (ln), as the case may be, of this paragraph (for the avoidance of doubt, the result of which is that a refinancing does not create new debt Incurrence capacity under such clauses);

Indebtedness or Disqualified. Equity Interests Stock of (a) a Restricted Subsidiary to the Company Borrower or (b) the Company Borrower or any Restricted Subsidiary to any Restricted Subsidiary; provided that if the Company Borrower or a Guarantor Incurs such Indebtedness or issues such Disqualified Stock to a Restricted Subsidiary that is not the Company Borrower or a Guarantor such Indebtedness or Disqualified Stock, as applicable, is subordinated in right of payment to the Loans or the Guarantee of such Guarantor, as the case may be (but only to the extent representing a replacementpermitted by applicable law and not giving rise to adverse tax consequences); provided, renewalfurther, refinancing that any subsequent issuance or extension (collectively, a "refinancing") transfer of outstanding any Capital Stock or any other event that results in any Restricted Subsidiary lending such Indebtedness or Disqualified Equity Interests Stock, as applicable, ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness or Disqualified Stock, as applicable, (except to the Company Borrower or another Restricted Subsidiary) shall be deemed, in each case, to be an Incurrence of such Indebtedness or Disqualified Stock, as applicable; (xii) Hedging Obligations Incurred in compliance the ordinary course of business and not for speculative purposes; (xiii) obligations in respect of self-insurance and obligations in respect of performance, bid, appeal and surety bonds, performance and completion guarantees, statutory, export or import indemnities, customs and completion guarantees (not for borrowed money) and similar obligations provided by the Company 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 and consistent with past practice; (xiv) Indebtedness, Disqualified Stock or Preferred Stock in an aggregate principal amount or liquidation preference that, when aggregated with the Debt principal amount or liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and Incurred pursuant to Operating Cash Flow Ratio this clause (xiv), does not exceed the greater of $250,000,000 -112- and 8.50% of Total Assets (at the time such Indebtedness is Incurred) at any one time outstanding; provided, 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 Section 6.1(a) and Section 6.1(b)(xxiii)(x), no more than the greater of $175,000,000 and 5.00% of Total Assets of Indebtedness, Disqualified Stock or Preferred Stock at any one time outstanding and incurred or issued, as applicable, pursuant to this clause (xiv) shall be incurred by Restricted Subsidiaries that are not Guarantors; (xv) any guarantee by Holdings or any of its Restricted Subsidiaries of Indebtedness or other obligations of Holdings or any of its Restricted Subsidiaries so long as the Incurrence of such Indebtedness or other obligations by Holdings or such Restricted Subsidiary is permitted under the terms of this Agreement; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Loans or the Guarantee of any Guarantor, any such guarantee of Holdings or such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to the Guarantee of Holdings or such Restricted Subsidiary substantially to the same extent as such Indebtedness is subordinated to the Loans or the Guarantee of Holdings or such Restricted Subsidiary, as applicable; (xvi) any Indebtedness Incurred pursuant to Sale Leaseback Transactions; (xvii) the Incurrence by the Company Borrower or any of its Restricted Subsidiaries of Indebtedness or Disqualified Stock or Preferred Stock of a Restricted Subsidiary of the first paragraph Company Borrower that serves to refund, Refinance, replace or defease any Indebtedness, Disqualified Stock or Preferred Stock Incurred as permitted under clause (a) of this Section 4.04 or clause 6.1 and clauses (ab)(ii), (bb)(iii), (ib)(vi), (jb)(vii), (kb)(xiv), (lb)(xvii), (b)(xx), (b)(xxii), (b)(xxiii), (b)(xxiv), (b)(xxix), (b)(xxx) or and (nb)(xxxi) of this paragraph of this Section 4.046.1 or any Indebtedness, Disqualified Stock or Preferred Stock Incurred to so refund or Refinance such Indebtedness, Disqualified Stock or Preferred Stock, including any additional Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay accrued and unpaid interest, fees and expenses, including any premium and defeasance costs and fees in connection therewith (subject to the following proviso, “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness: (iA) any such refinancing shall not exceed the sum of the principal amount (or, if such Indebtedness or Disqualified Equity Interests provide for a lesser amount to be due and payable upon a declaration of acceleration thereof at the time of such refinancing, an amount no greater than such lesser amount) of the Indebtedness or Disqualified Equity Interests being refinanced, plus the amount of accrued interest or ---- dividends thereon, plus the amount of any reasonably determined prepayment ---- premium necessary to accomplish such refinancing and such reasonable fees and expenses incurred in connection therewith, (ii) Indebtedness representing a refinancing of Indebtedness other than Senior Indebtedness shall have has a Weighted Average Life to Maturity equal to or greater at the time such Refinancing Indebtedness is Incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, being refunded or Refinanced; (B) has a stated maturity which is no earlier than the stated maturity of the Indebtedness being refunded or refinanced; (C) to the extent such Refinancing Indebtedness Refinances (x) Subordinated Indebtedness, such Refinancing Indebtedness is Subordinated Indebtedness, or (iiiy) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness is Disqualified Stock or Preferred Stock; (D) is Incurred in an aggregate principal amount (or if issued with original issue discount an aggregate issue price) that is pari passu equal to or less than the sum of (x) the aggregate principal amount (or if issued with original issue discount, the Securities may only be refinanced with Indebtedness that is made pari passu with or subordinate in right of payment to the Securities and Subordinated Indebtedness or Disqualified Equity Interests may only be refinanced with Subordinated Indebtedness or Disqualified Equity Interests, (ivaggregate accreted value) no Restricted Subsidiary may Incur Indebtedness to refinance Indebtedness then outstanding of the CompanyIndebtedness being Refinanced plus (y) the amount necessary to pay accrued and unpaid interest, fees and (v) expenses, including any premium and defeasance costs and fees Incurred in connection with respect to any refinancing of Indebtedness Incurred pursuant to clauses (i), (j), (k) or (l) of this paragraph, such refinancing pursuant to this clause (h) shall also be deemed to be Incurred pursuant to clause (i), (j), (k) or (l), as the case may be, of this paragraph (for the avoidance of doubt, the result of which is that a refinancing does not create new debt Incurrence capacity under such clauses);Refinancing; and -113-

Indebtedness or Disqualified. Equity Interests Stock that complies with the Applicable Requirements, so long as no Default or Event of Default (limited in connection with Indebtedness Incurred to finance a Limited Condition Transaction to a Default orSignificant Event of Default pursuant to Sections 11.1(a) and (f)) is continuing or would result from the extent representing a replacement, renewal, refinancing or extension (collectively, a "refinancing") Incurrence of outstanding such Indebtedness or the issuance of any such shares of Disqualified Equity Interests Incurred in compliance Stock or Preferred Stock, additional Indebtedness, Disqualified Stock or Preferred Stock that complies with the Debt Applicable Requirements; provided that any Indebtedness that may be Incurred or any Disqualified Stock or Preferred Stock that may be issued by Restricted Subsidiaries that are not Loan Parties pursuant to Operating Cash Flow Ratio of the first paragraph of this Section 4.04 or clause (a), vi) shall not exceed the Non-Guarantor Debt Cap; provided further that: the aggregate principal amount of such Indebtedness that may be Incurred or any Disqualified Stock that may be issued pursuant to this clause (b), (i), (j), (k), (lvi) or (n) of this paragraph of this Section 4.04; provided, however, that (i) any such refinancing shall not exceed the sum of the principal amount of: (or, A) if such Indebtedness or Disqualified Equity Interests provide for a lesser ranks pari passu in right of security with the Obligations, the aggregate principal amount to be due and payable upon a declaration of acceleration thereof at the time of such refinancingIndebtedness shall not exceed the sum of: (A) an unlimited amount if, an amount no greater than on a Pro Forma Basis after giving effect tothereto, (assuming, in the incurrencecase of such lesser amountIndebtedness (assuming any revolving loan commitments incurred thereunder are fully borrowedIncremental Revolving Loan Commitments established substantially concurrently with the Indebtedness Incurred hereunder, that such Incremental Revolving Loan Commitments are fully borrowed) as of the last day of the most recently ended Test Period, (i) in the case of Indebtedness or Disqualified Equity Interests being refinancedStock secured by a Lien on the Collateral on a pari passu basis with the 2020 Term Loans and outstanding throughout the relevant period)the 2019 Revolving Loans, plus the amount of accrued interest Total Net First Lien Leverage Ratio is less than or ---- dividends thereon, plus the amount of any reasonably determined prepayment ---- premium necessary to accomplish such refinancing and such reasonable fees and expenses incurred in connection therewith, (ii) Indebtedness representing a refinancing of Indebtedness other than Senior Indebtedness shall have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life 5.00either (A) 5.50 to Maturity of the 1.00 determined (a) as if all such Indebtedness being refinanced, (iii) and all other such Indebtedness that is pari passu with the Securities may only be refinanced with Indebtedness that is made pari passu with or subordinate in right of payment to the Securities and Subordinated Indebtedness or Disqualified Equity Interests may only be refinanced with Subordinated Indebtedness or Disqualified Equity Interests, (iv) no Restricted Subsidiary may Incur Indebtedness to refinance Indebtedness of the Company, and (v) with respect to any refinancing of Indebtedness Incurred pursuant to clauses (i), (j), (k) or (l) of this paragraph, such refinancing incurred pursuant to this clause (hA)(I) shall also be deemed then outstanding) isor (B) to the extent the proceeds thereof are used to finance a Permitted Acquisition or other Investment permitted hereunder, the greater of (x) 5.50 to 1.00 and (y) the Total Net First Lien Leverage Ratio immediately prior to giving effect to the incurrence of such Indebtedness or issuance of such Disqualified Stock and the consummation of such Permitted Acquisition or other Investment permitted hereunder, (ii) in the case of Indebtedness or Disqualified Stock secured by a Lien on assets constitutingthe Collateral on a pari passujunior basis withto the Obligations (whether or not it actually is) and (b) on a Pro Forma Basis as of the most recently completed Test Period for which financial statements and certificates were delivered2020 Term Loans and the 2019 Revolving Loans, either (I) the Total Net Secured Leverage Ratio is less than or requiredequal to be delivered under Section 8.1either (aA) 6.50 to 1.00 or (bB), as the case may be to the extent the proceeds thereof are used to finance a Permitted Acquisition or other Investment permitted hereunder, the greater of (x) 6.50 to 1.00 and (y) the Total Net Secured Leverage Ratio immediately prior to giving effect to the incurrence of such Indebtedness or issuance of such Disqualified Stock and the consummation of such Permitted Acquisition or other Investment permitted hereunder or (II) the Interest Coverage Ratio is greater than or equal to either (A) 2.00 to 1.00 or (B) to the extent the proceeds thereof are used to finance a Permitted Acquisition or other Investment permitted hereunder, the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio immediately prior to giving effect to the incurrence of such Indebtedness or issuance of such Disqualified Stock and the consummation of such Permitted Acquisition or other Investment permitted hereunder, and (iii) in the case of Indebtedness or Disqualified Stock that is unsecured or secured by assets not constituting Collateral, either (I) the Total Net Leverage Ratio is less than or equal to either (A) 7.00 to 1.00 or (B) to the extent the proceeds thereof are used to finance a Permitted Acquisition or other Investment permitted hereunder, the greater of (x) 7.00 to 1.00 and (y) the Total Net Leverage Ratio immediately prior to giving effect to the incurrence of such Indebtedness or issuance of such Disqualified Stock and the consummation of such Permitted Acquisition or other Investment permitted hereunder or (II) the Interest Coverage Ratio is greater than or equal to either (A) 2.00 to 1.00 or (B) to the extent the proceeds thereof are used to finance a Permitted Acquisition or other Investment permitted hereunder, the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio immediately prior to giving effect to the incurrence of such Indebtedness or issuance of such Disqualified Stock and the consummation of such Permitted Acquisition or other Investment permitted hereunder; provided that the Net Cash Proceeds actually received (or contemplated to be received) in respect of any such Indebtedness and remaining on the consolidated balance sheet of Holdingsor Disqualified Stock shall not be included as cash or Cash Equivalents for purposes of determining the Total Net First Lien Leverage Ratio, the Total Net Secured Leverage Ratio or the Total Net Leverage Ratio, as applicable; plus (II) to the extent not funded with the proceeds of long-term Indebtedness the amount of all prior voluntary prepayments of Term Loans and Revolving Loans (to the extent accompanied by a permanent reduction in the Revolving Loan commitment) (minus the sum of (x) the aggregate principal amount of Incremental Term Loans and/or Incremental Revolving Commitments incurred under clause (b) of the definition of “Maximum Incremental Facilities Amount” pursuant to Section 2.15(a) prior to such date and (y) the aggregate principal amount of Indebtedness, Disqualified Stock and Preferred Stock issued or Incurred pursuant Section 9.4(b)(vi)(A)(II) or Section 9.4(b)(vi)(B)(II) prior to such date); (B) if such Indebtedness ranks junior in right of security with the Obligations or is unsecured, the aggregate principal amount of such Indebtedness shall not exceed the sum of:(i) with respect to Indebtedness or Disqualified Stock secured by a Lien on the assets constituting Collateral on a pari passu basis with the 2020 Term Loans and the 2019 Revolving Loans, to the extent such Indebtedness or Disqualified Stock serves to effectively extend the maturity or effect the repricing of any First Lien Indebtedness, an amount equal to the portion of the First Lien Indebtedness that will be replaced by such Indebtedness or Disqualified Stock, (ii) in the case of Indebtedness or Disqualified Stock secured by a Lien on the assets constituting Collateral on a junior basis to the 2020 Term Loans and the 2019 Revolving Loans, to the extent such Indebtedness or Disqualified Stock serves to effectively extend the maturity or effect the repricing of any First Lien Indebtedness or Junior Lien Indebtedness, an amount equal to the portion of the First Lien Indebtedness or Junior Lien Indebtedness that will be replaced by such Indebtedness or Disqualified Stock and (iii) in the case of Indebtedness or Disqualified Stock that is unsecured or secured by assets not constituting Collateral, to the extent such Indebtedness or Disqualified Stock serves to effectively extend the maturity or effect the repricing of any First Lien Indebtedness, Junior Lien Indebtedness or Unsecured / Other Secured Indebtedness, an amount equal to the portion of the First Lien Indebtedness, Junior Lien Indebtedness or Unsecured / Other Secured Indebtedness that will be replaced by such Indebtedness or Disqualified Stock, which, in each case, shall be available at all times and not subject to clause (iA) above; plus (I) an unlimited amount if, after giving effect to the incurrence of such Indebtedness (assuming any revolving loan commitments incurred thereunder are fully borrowed and outstanding throughout the relevant period), the Total Net Secured Leverage Ratio is less than or equal to 5.25 to 1.00, determined (j), a) as if all such Indebtedness (kand all other such Indebtedness incurred pursuant to this clause (B)(I) then outstanding) is secured by a Lien on assets constituting Collateral (whether or not it actually is) and (b) on a Pro Forma Basis as of the most recently completed Test Period for which financial statements and certificates were delivered or required to be delivered under Section 8.1(a) or (lb), as the case may be; provided that the Net Cash Proceeds actually received (or contemplated to be received) in respect of any such Indebtedness and remaining on the consolidated balance sheet of Holdings shall not be included as cash or Cash Equivalents for purposes of determining the Total Net Secured Leverage Ratio; plus (C) to the extent not funded with the proceeds of long-term Indebtedness (other than revolving loans), of this paragraph (for i) with respect to Indebtedness or Disqualified Stock secured by a Lien on the avoidance of doubtassets constituting Collateral on a pari passu basis with the 2020 Term Loans and the 2019 Revolving Loans, the result amount of all prior voluntary prepayments or debt buybacks of First Lien Indebtedness (minus the sum of (A) the aggregate principal amount of Incremental Facilities Incurred pursuant to clause (c)(i) of the Maximum Incremental Facilities Amount prior to such date and (B) the aggregate principal amount of Indebtedness Incurred and Disqualified Stock issued under this clause (C)(i) prior to such date), (ii) with respect to Indebtedness or Disqualified Stock secured by a Lien on the assets constituting Collateral on a junior basis to the 2020 Term Loans and the 2019 Revolving Loans, the amount of all prior voluntary prepayments or debt buybacks of First Lien Indebtedness or Junior Lien Indebtedness (minus the sum of (A) the aggregate principal amount of Incremental Facilities Incurred pursuant to clauses (c)(i) and (c)(ii) of the Maximum Incremental Facilities Amount prior to such date and (B) the aggregate principal amount of Indebtedness Incurred and Disqualified Stock issued under clause (C)(i) above and this clause (C)(ii) prior to such date), and (iii) with respect to Indebtedness or Disqualified Stock that is unsecured or secured by assets not constituting Collateral, the amount of all prior voluntary prepayments or debt buybacks of First Lien Indebtedness, Junior Lien Indebtedness and Unsecured / Other Secured Indebtedness (minus the sum of (A) the aggregate principal amount of Incremental Facilities Incurred pursuant to clauses (c)(i), (c)(ii) and (c)(iii) of the Maximum Incremental Facilities Amount prior to such date and (B) the aggregate principal amount of Indebtedness Incurred and Disqualified Stock issued under clauses (C)(i) and (C)(ii) and this clause (C)(iii) prior to such date), in each case, (x) with respect to debt buybacks, with credit given to the amount of cash used to make such buybacks if purchased at a discount to par, and (y) with respect to revolving loans, so long as any such prepayment is accompanied by a permanent reduction in such revolving commitment, and which is that shall be available at all times and not subject to any ratio test; plus (D) (II) to the extent not funded with the proceeds of long-term Indebtedness the amount of all prior voluntary prepayments of Term Loans and Revolving Loans (to the extent accompanied by a refinancing does permanent reduction in the Revolving Loan commitmentgreater of (x) $392,000,000 and (y) 100% of LTM EBITDA (calculated at the time of determination) (minus the sum of (xA) the aggregate principal amount of Incremental Term Loans and/or Incremental Revolving Commitments incurred under clause (b) of the definition of Maximum Incremental Facilities AmountFacilities Incurred pursuant to Section 2.15clause (ad ) of the Maximum Incremental Facilities Amount prior to such date and (yB) the aggregate principal amount of Indebtedness, Incurred and Disqualified Stock and Preferred Stock issued orissued under Section 9.4(b)(xv)(b) and this clause (D) prior to such date), which shall be available at all times and not create new debt Incurrence capacity under such clauses)subject to any ratio test;

Indebtedness or Disqualified. Equity Interests Stock of the Borrower or Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary incurred in connection with or to the extent representing finance a replacement, renewal, refinancing Permitted Acquisition or extension (collectively, a "refinancing") of outstanding Indebtedness any other similar acquisition or Disqualified Equity Interests Incurred Investment permitted hereunder in compliance accordance with the Debt to Operating Cash Flow Ratio of the first paragraph terms of this Section 4.04 or clause (a)Agreement, (b), (i), (j), (k), (l) or (n) of this paragraph of this Section 4.04; provided, however, that (i) any such refinancing shall in an amount not to exceed the sum of the principal amount (or, if such Indebtedness or Disqualified Equity Interests provide for a lesser amount to be due and payable upon a declaration of acceleration thereof at the time of such refinancing, an amount no greater than such lesser amount) of the Indebtedness or Disqualified Equity Interests being refinanced, plus the amount of accrued interest or ---- dividends thereon, plus the amount of any reasonably determined prepayment ---- premium necessary to accomplish such refinancing and such reasonable fees and expenses incurred in connection therewith, (ii) Indebtedness representing a refinancing of Indebtedness other than Senior Indebtedness shall have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being refinanced, (iii) Indebtedness that is pari passu with the Securities may only be refinanced with Indebtedness that is made pari passu with or subordinate in right of payment to the Securities and Subordinated Indebtedness or Disqualified Equity Interests may only be refinanced with Subordinated Indebtedness or Disqualified Equity Interests, (iv) no Restricted Subsidiary may Incur Indebtedness to refinance Indebtedness of the Company, and (v) with respect to any refinancing of Indebtedness Incurred pursuant to clauses (i), (j), (k) or (l) of this paragraph, such refinancing incurred pursuant to this clause (hb) shall also be deemed being, “Acquisition Debt”): such additional unlimited amounts, so long as (I) in the case of unsecured Indebtedness or Indebtedness secured by assets not constituting Collateral or Disqualified Stock of the Borrower or any Restricted Subsidiary or Preferred Stock of any Restricted Subsidiary, the Total Net Leverage Ratio is not greater than 3.50 to be Incurred pursuant 1.00, (II) in the case of Indebtedness secured by a Lien on the Collateral that is junior to clause the Liens securing the Obligations (ior Disqualified Stock of the Borrower or any Restricted Subsidiary or Preferred Stock of any Restricted Subsidiary secured on a junior basis to the Obligations to the extent permitted under the definition of Permitted Liens), the Senior Secured Leverage Ratio is not greater than 3.00 to 1.00 or (III) in the case of Indebtedness secured by a Lien on the Collateral secured on a pari passu basis with the Closing Date Term Loans (or Disqualified Stock of the Borrower or any Restricted Subsidiary or Preferred Stock of any Restricted Subsidiary secured on a pari passu or senior basis to the Obligations to the extent permitted under the definition of Permitted Liens), the First Lien Net Leverage Ratio is not greater than 2.00 to 1.00, and in the case of each of the foregoing clauses (I), (jII) and (III), (k) or (l)determined as of the most recently ended Test Period and on a pro forma basis in accordance with Section 1.07 and including a pro forma application the net proceeds therefrom, as without given effect to the case may be, incurrence of this paragraph (for such Indebtedness and without netting the avoidance of doubt, the result of which is that a refinancing does not create new debt Incurrence capacity under such clauses)proceeds therefrom;

Indebtedness or Disqualified. Equity Interests of the Company or a Restricted Subsidiary to the extent representing a replacement, renewal, refinancing or extension (collectively, a "refinancing") of outstanding Indebtedness Incurred or Disqualified Equity Interests Incurred issued in compliance with the Debt to Operating Cash Flow Consolidated Coverage Ratio of the first paragraph of this Section 4.04 or any of clause (a1), (b2), (i), (j), (k), (l) 8) or (n10) of this paragraph of this Section 4.04; provided, however, that that: (iA) any such refinancing shall not exceed the sum of the principal amount (oror accreted amount (determined in accordance with GAAP), if such Indebtedness or Disqualified Equity Interests provide for a lesser amount to be due and payable upon a declaration of acceleration thereof at the time of such refinancing, an amount no greater than such lesser amountless) of the Indebtedness or Disqualified Equity Interests being refinanced, plus the amount of accrued interest or ---- dividends thereon, plus the amount of any reasonably determined prepayment ---- premium necessary to accomplish such refinancing and such reasonable fees and expenses incurred in connection therewith, , (iiB) Indebtedness representing a refinancing of Indebtedness other than Senior Indebtedness shall have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being refinanced, ; (iiiC) Indebtedness that is pari passu with the Securities Notes may only be refinanced with Indebtedness that is made pari passu with or subordinate in right of payment to the Securities Notes and Subordinated Indebtedness or Disqualified Equity Interests may only be refinanced with Subordinated Indebtedness or Disqualified Equity Interests and Disqualified Equity Interests may only be refinanced with other Disqualified Equity Interests, ; and (ivD) no refinancing Indebtedness Incurred by a Restricted Subsidiary may Incur Indebtedness only be used to refinance Indebtedness of a Restricted Subsidiary and not Indebtedness of the Company, and (v) with respect to any refinancing of Indebtedness Incurred pursuant to clauses (i), (j), (k) or (l) of this paragraph, such refinancing pursuant to this clause (h) shall also be deemed to be Incurred pursuant to clause (i), (j), (k) or (l), as the case may be, of this paragraph (for the avoidance of doubt, the result of which is that a refinancing does not create new debt Incurrence capacity under such clauses);

Indebtedness or Disqualified. Equity Interests to the extent representing a replacement, renewal, refinancing or extension (collectively, a "refinancing") of outstanding Indebtedness or Disqualified Equity Interests Incurred in compliance with the Debt to Operating Cash Flow Ratio of the first paragraph of this Section 4.04 or clause (a), (b), (i), (j), (k), (l) or (nk) of this paragraph of this Section 4.04; provided, however, that (i) any such refinancing shall not exceed the sum of the principal amount (or, if such Indebtedness or Disqualified Equity Interests provide for a lesser amount to be due and payable upon a declaration of acceleration thereof at the time of such refinancing, an amount no greater than such lesser amount) of the Indebtedness or Disqualified Equity Interests being refinanced, plus the amount of accrued interest or ---- dividends thereon, plus the amount of any reasonably determined prepayment ---- premium necessary to accomplish such refinancing and such reasonable fees and expenses incurred in connection therewith, (ii) Indebtedness representing a refinancing of Indebtedness (other than Senior Indebtedness and Guarantor Senior Indebtedness) shall have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being refinanced, (iii) Indebtedness that is pari passu with the Securities or a Guaranty may only be refinanced with Indebtedness that is made pari passu with or subordinate in right of payment to the Securities or such Guaranty, as applicable, and Subordinated Indebtedness or Disqualified Equity Interests may only be refinanced with Subordinated Indebtedness or Disqualified Equity Interests, (iv) no Restricted Subsidiary may Incur Indebtedness to refinance Indebtedness of the Company, and (v) with respect to any refinancing of Indebtedness Incurred pursuant to clauses (i), (j), (k) or (lk) of this paragraph, such refinancing pursuant to this clause (h) shall also be deemed to be Incurred pursuant to clause (i), (j), (k) or (lk), as the case may be, of this paragraph (for the avoidance of doubt, the result of which is that a refinancing does not create new debt Incurrence capacity under such clauses)) and (v) Indebtedness of the Company Incurred under clauses (b) or (k) of this paragraph may only be refinanced with Indebtedness of the Company;

Indebtedness or Disqualified. Equity Interests Capital Stock of the Company or a Restricted Subsidiary to the extent representing a replacement, renewal, refinancing or extension (collectively, a "refinancing") of outstanding Indebtedness Incurred or Disqualified Equity Interests Incurred Capital Stock issued in compliance with the Debt to Operating Cash Flow Ratio proviso of the first paragraph Section 4.10(a) or any of clause (1), (2) or (9) of this Section 4.04 or clause (a4.10(b), (b), (i), (j), (k), (l) or (n) of this paragraph of this Section 4.04; provided, however, that that: (iA) any such refinancing shall not exceed the sum of the principal amount (oror accreted amount (determined in accordance with GAAP), if such Indebtedness less) or Disqualified Equity Interests provide for a lesser amount to be due and payable upon a declaration of acceleration thereof at the time of such refinancingliquidation preference, an amount no greater than such lesser amount) as applicable, of the Indebtedness or Disqualified Equity Interests Capital Stock being refinanced, plus the amount of accrued interest or ---- dividends thereon, plus the amount of any reasonably determined prepayment ---- premium necessary to accomplish and actually paid in connection with such refinancing and such reasonable fees and expenses incurred in connection therewith, , (iiB) the refinancing Indebtedness representing a refinancing of Indebtedness other than Senior Indebtedness or Disqualified Capital Stock shall have a final maturity not earlier than, and a Weighted Average Life to Maturity equal to or greater not less than the Weighted Average Life to Maturity of of, the Indebtedness being refinanced, (iii) Indebtedness that is pari passu with the Securities may only be refinanced with Indebtedness that is made pari passu with or subordinate in right of payment to the Securities and Subordinated Indebtedness or Disqualified Equity Interests Capital Stock, as applicable, being refinanced; (C) Subordinated Indebtedness may only be refinanced only with Subordinated Indebtedness or Disqualified Equity InterestsCapital Stock, and Disqualified Capital Stock may be refinanced only with other Disqualified Capital Stock; and (ivD) no refinancing Indebtedness Incurred by a Restricted Subsidiary that is not a Guarantor may Incur Indebtedness be used to refinance Indebtedness only of the Company, and (v) with respect to any refinancing of Indebtedness Incurred pursuant to clauses (i), (j), (k) or (l) of this paragraph, such refinancing pursuant to this clause (h) shall also be deemed to be Incurred pursuant to clause (i), (j), (k) or (l), as the case may be, of this paragraph (for the avoidance of doubt, the result of which a Restricted Subsidiary that is that not a refinancing does not create new debt Incurrence capacity under such clauses);Guarantor; and

Indebtedness or Disqualified. Equity Interests to the extent representing a replacement, renewal, refinancing or extension (collectively, a "refinancingREFINANCING") of outstanding Indebtedness or Disqualified Equity Interests Incurred in compliance with the Debt to Operating Cash Flow Consolidated Coverage Ratio of the first paragraph of this Section 4.04 or clause (a), (b), (i), (j), (k), (l) or (nb) of this paragraph of this Section 4.04; providedPROVIDED, howeverHOWEVER, that (i) any such refinancing shall not exceed the sum of the principal amount (oror accreted amount (determined in accordance with GAAP), if such Indebtedness or Disqualified Equity Interests provide for a lesser amount to be due and payable upon a declaration of acceleration thereof at the time of such refinancing, an amount no greater than such lesser amountless) of the Indebtedness or Disqualified Equity Interests being refinanced, plus PLUS the amount of accrued interest or ---- dividends thereon, plus PLUS the amount of any reasonably determined prepayment ---- premium necessary to accomplish such refinancing and such reasonable fees and expenses incurred in connection therewith, ; (ii) Indebtedness representing a refinancing of Indebtedness other than Senior Indebtedness shall have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being refinanced, ; (iii) Indebtedness that is pari passu PARI PASSU with the Securities may only be refinanced with Indebtedness that is made pari passu PARI PASSU with or subordinate in right of payment to the Securities and Subordinated Indebtedness or Disqualified Equity Interests may only be refinanced with Subordinated Indebtedness or Disqualified Equity Interests, ; and (iv) no Restricted Subsidiary that is not a Guarantor may Incur Indebtedness to refinance Indebtedness of the Company, and (v) with respect to any refinancing of Indebtedness Incurred pursuant to clauses (i), (j), (k) or (l) of this paragraph, such refinancing pursuant to this clause (h) shall also be deemed to be Incurred pursuant to clause (i), (j), (k) or (l), as the case may be, of this paragraph (for the avoidance of doubt, the result of which is that a refinancing does not create new debt Incurrence capacity under such clauses);; and