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 6A.2 or clause (a), (b), (i), (j), (k), (l) or (n) of this paragraph of this Section 6A.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 Notes may only be refinanced ---------- with Indebtedness that is made pari passu with or subordinate in right of ---------- payment to the 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 Indebtedness 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 clause (i), (j), (k), (l) or (n) 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 (n), 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 6A.2 4.04 or clause (a), (b), (i), (j), (k), (l) or (n) of this paragraph of this Section 6A.24.04; 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 -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 Notes Securities may only be refinanced ---------- with Indebtedness that is made pari passu with or subordinate in right of ---------- payment to the Notes 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 Borrower (except that if the Indebtedness being refinanced is guaranteed by a Restricted SubsidiaryCompany, such Restricted Subsidiary may guarantee such refinanced Indebtedness) and (v) with respect to any refinancing of Indebtedness Incurred pursuant to clause clauses (i), (j), (k), (l) or (nl) 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 (nl), 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 6A.2 4.04 or clause (a), (b), (i), (j), (k), (l) or (nk) of this paragraph of this Section 6A.24.04; 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 -77- 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 Notes Securities or a Guaranty may only be refinanced ---------- with Indebtedness that is made pari passu with or subordinate in right of ---------- payment to the Notes 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 Borrower (except that if the Indebtedness 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 clause clauses (i), (j), (k), (l) or (nk) 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 (nk), 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 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 6A.2 4.04 or clause (a), (b), (i), (j), (k), (l) or (nb) of this paragraph of this Section 6A.24.04; 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 -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 PARI PASSU with the Notes Securities may only be refinanced ---------- with Indebtedness that is made pari passu PARI PASSU with or subordinate in right of ---------- payment to the Notes 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 Borrower (except that if the Indebtedness 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 clause (i), (j), (k), (l) or (n) 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 (n), 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);Company; and

Indebtedness or Disqualified. Equity Interests Stock of (a) a Restricted Subsidiary to the extent representing Company Borrower or (b) the Company Borrower or any Restricted Subsidiary to any Restricted Subsidiary; provided that if the Company Borrower or a replacement, renewal, refinancing or extension (collectively, a "refinancing") of outstanding Guarantor Incurs such Indebtedness or issues such Disqualified ----------- Equity Interests Incurred in compliance with Stock to a Restricted Subsidiary that is not the Debt to Operating Cash Flow Ratio of the first paragraph of this Section 6A.2 Company Borrower or clause (a), (b), (i), (j), (k), (l) or (n) of this paragraph of this Section 6A.2; provided, -------- however, that (i) any such refinancing shall not exceed the sum of the ------- principal amount (or, if a Guarantor such Indebtedness or Disqualified Equity Interests provide for a lesser amount 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 permitted by applicable law and not giving rise to adverse tax consequences); provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event that results in any Restricted Subsidiary lending such Indebtedness or Disqualified Stock, as applicable, ceasing to be due 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 the ordinary course of business and payable upon a declaration not for speculative purposes; (xiii) obligations in respect of acceleration thereof 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 principal amount or liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and Incurred pursuant to 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 refinancingIndebtedness 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, an amount no greater than any such lesser amountguarantee 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 the its Restricted Subsidiaries of Indebtedness or Disqualified Equity Interests being refinancedStock or Preferred Stock of a Restricted Subsidiary of the Company Borrower that serves to refund, plus the amount Refinance, replace or defease any Indebtedness, Disqualified Stock or Preferred Stock Incurred as permitted under clause (a) of this Section 6.1 and clauses (b)(ii), (b)(iii), (b)(vi), (b)(vii), (b)(xiv), (b)(xvii), (b)(xx), (b)(xxii), (b)(xxiii), (b)(xxiv), (b)(xxix), (b)(xxx) and (b)(xxxi) of this Section 6.1 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 interest or ---- dividends thereonand unpaid interest, plus the amount of fees and expenses, including any reasonably determined prepayment ---- premium necessary to accomplish such refinancing and such reasonable defeasance costs and fees -77- and expenses incurred in connection therewiththerewith (subject to the following proviso, “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness: (iiA) 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 Indebtedness, being refinanced, refunded or Refinanced; (iiiB) Indebtedness that has a stated maturity which is pari passu with no earlier than the Notes may only be refinanced ---------- with Indebtedness that is made pari passu with or subordinate in right stated maturity of ---------- payment to the 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 Indebtedness being refinanced is guaranteed by a Restricted Subsidiaryrefunded or refinanced; (C) to the extent such Refinancing Indebtedness Refinances (x) Subordinated Indebtedness, such Restricted Subsidiary may guarantee such refinanced Refinancing Indebtedness is Subordinated Indebtedness) and (v) with respect to any refinancing of Indebtedness Incurred pursuant to clause (i), (j), (k), (l) or (ny) of this paragraphDisqualified Stock or Preferred Stock, such refinancing pursuant 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 equal to this clause or less than the sum of (hx) shall also be deemed to be Incurred pursuant to clause the aggregate principal amount (i), (j), (k), (l) or (n), as the case may be, of this paragraph (for the avoidance of doubtif issued with original issue discount, the result aggregate accreted value) then outstanding of which is that a refinancing does not create new debt Incurrence capacity under the Indebtedness being Refinanced plus (y) the amount necessary to pay accrued and unpaid interest, fees and expenses, including any premium and defeasance costs and fees Incurred in connection with such clauses);Refinancing; and -113-

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 6A.2 or clause (a)Agreement, (b), (i), (j), (k), (l) or (n) of this paragraph of this Section 6A.2; 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 -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 Notes may only be refinanced ---------- with Indebtedness that is made pari passu with or subordinate in right of ---------- payment to the 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 Indebtedness 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 clause (i), (j), (k), (l) or (n) 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)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, (l) or (n), 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;