Common use of Indebtedness Clause in Contracts

Indebtedness. Neither the Borrower nor any of the Subsidiaries shall directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness of any Loan Party under the Loan Documents; (b) Indebtedness (i) outstanding on the Closing Date and listed on Schedule 7.03(b) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Closing Date and any refinancing thereof, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to an Intercompany Note; (c) Guarantees by the Borrower and any Subsidiary in respect of Indebtedness of the Borrower or any Subsidiary of the Borrower otherwise permitted hereunder; provided that (A) no Guarantee of any Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (d) Indebtedness of the Borrower or any Subsidiary owing to any Loan Party or any other Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness shall be evidenced by an Intercompany Note; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset and any Permitted Refinancing thereof in an aggregate amount not to exceed the greater of (x) $30,000,000 and (y) 2.25% of Consolidated Total Assets of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any of the foregoing; (f) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereof; (g) Indebtedness of the Borrower or any Subsidiary assumed in connection with any Permitted Acquisition, provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, and any Permitted Refinancing thereof; provided that (x) such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and (y) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11; (h) Indebtedness representing deferred compensation to employees of the Borrower or any of its Subsidiaries incurred in the ordinary course of business; (i) Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent of the Borrower permitted by Section 7.06; (j) Indebtedness incurred by the Borrower or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including customary earnouts) or other similar adjustments; (k) Indebtedness consisting of obligations of the Borrower or any of its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder; (l) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereof; (m) Indebtedness of the Borrower or any of its Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan Parties; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by the Borrower or any of its Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof; (p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (q) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (i) Permitted Notes, the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (i) and (ii), Permitted Refinancings thereof; (s) Permitted Ratio Debt and any Permitted Refinancings thereof; (t) Indebtedness in respect of the Senior Notes and the Senior Unsecured Notes (including, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereof; and (u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) above. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (u) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance only on the exception in clause (a) of Section 7.03.

Indebtedness. Neither the Borrower nor any of the Subsidiaries shall directly or indirectly, createCreate, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness of the Parent Borrower and any Loan Party of its Subsidiaries under the Loan Documents; (b) Indebtedness of the Borrowers in respect of the Senior Secured Notes (iand Guarantees thereof by the Guarantors) outstanding on the Closing Date and listed on Schedule 7.03(b) in an aggregate principal amount not to exceed $2,250,000,000 and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Closing Date and any refinancing thereof, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to an Intercompany Note; (c) Guarantees by (i) Indebtedness of the Parent Borrower and any Subsidiary of its Restricted Subsidiaries in respect of any Ratably Secured Existing Notes, (ii) Surviving Indebtedness listed on Schedule 7.03(c) and (iii) any Permitted Refinancing of any of the foregoing; (d) Guarantee Obligations of the Parent Borrower and its Restricted Subsidiaries in respect of Indebtedness of the Parent Borrower or any Restricted Subsidiary of the Borrower otherwise permitted hereunderhereunder (except that an Immaterial Subsidiary may not, by virtue of this Section 7.03(d), guarantee Indebtedness that such Immaterial Subsidiary could not otherwise incur under this Section 7.03); provided that (A) no Guarantee of any Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) that, if the Indebtedness being Guaranteed guaranteed is subordinated to the Obligations, such Guarantee Obligation shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (de) Indebtedness of the Parent Borrower or any Restricted Subsidiary owing to any Loan Party the Parent Borrower or any other Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party shall be evidenced by an Intercompany Notesubject to the subordination terms set forth in Section 3.01 of the Guaranty; (f) (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease replacement or improvement of fixed or capital assets (provided that such Indebtedness is incurred concurrently with or within two hundred seventy (270) days after the applicable asset and any Permitted Refinancing thereof in an aggregate amount not to exceed the greater of (x) $30,000,000 and (y) 2.25% of Consolidated Total Assets of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstandingacquisition, construction, repair, replacement or improvement), (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(mPermitted Sale Leasebacks in an aggregate principal amount not to exceed at any one time outstanding the greater of (x) $100,000,000 and (y) 6.0% of Consolidated EBITDA of the Parent Borrower for the most recently ended Test Period and (iii) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clauses (i) and (ii); provided that the aggregate principal amount of Indebtedness (including without limitation Attributable Indebtedness, but excluding Attributable Indebtedness incurred pursuant to clause (ii)) under this Section 7.03(f) does not exceed the greater of (x) $350,000,000 and (y) 20.0% of Consolidated EBITDA of the foregoingParent Borrower for the most recently ended Test Period; (fg) Indebtedness in respect of Swap Contracts designed (i) entered into to hedge against or mitigate risks to which the Borrower’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereof; (g) Indebtedness of the Parent Borrower or any Subsidiary assumed in connection with any Permitted Acquisition, provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, and any Permitted Refinancing thereof; provided that (x) such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and (y) both immediately prior and after giving effect thereto, (1) no Default shall exist has actual or result therefrom anticipated exposure (other than a Permitted Acquisition made pursuant to a legally binding commitment those in respect of shares of capital stock or other equity ownership interests of the Parent Borrower or any Subsidiary), (ii) entered into at a time when no Default exists in order to effectively cap, collar or would result therefrom)exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Parent Borrower or any Subsidiary and (2iii) the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11entered into to hedge commodities, currencies, general economic conditions, raw materials prices, revenue streams or business performance; (h) Guarantee Obligations with respect to, or the assumption of, Indebtedness of Franchisees, suppliers, distributors or licensees of the Parent Borrower and its Restricted Subsidiaries, in each case to the extent permitted by Section 7.02(y); (i) Indebtedness representing deferred compensation to employees of the Parent Borrower (or any direct or indirect parent of the Parent Borrower) and its Restricted Subsidiaries incurred in the ordinary course of business; (ij) Indebtedness to current or former officers, directors, partners, managers, consultants, directors consultants and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower Holdings (or any direct or indirect parent of the Borrower thereof) permitted by Section 7.067.06 in an aggregate amount not to exceed $20,000,000 at any one time outstanding; (jk) Indebtedness incurred by the Parent Borrower or any of its Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, case to the extent constituting indemnification obligations or obligations in respect of purchase price (including customary earnoutsearn-outs) or other similar adjustments; (kl) Indebtedness consisting of obligations of the Parent Borrower or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, Transaction and Permitted Acquisitions or any other Investment expressly permitted hereunder; (lm) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts incurred in the ordinary course of business and any Guarantees thereof; (m) Indebtedness of the Borrower or any of its Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan Partiescourse; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-take or pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by the Parent Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof; (p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Parent Borrower or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (q) Indebtedness supported by a Letter of Credit, Credit in a principal amount not to exceed the face amount of such Letter of Credit; (r) (i) Permitted Notes, other unsecured or junior lien Indebtedness of the Net Proceeds Parent Borrower or any Restricted Subsidiary in an aggregate amount not to exceed (A) $1,000,000,000 at the time of which are applied to the permanent repayment of Term Loans any incurrence pursuant to this clause (A) (when aggregated with the amount of Permitted Refinancings in respect of Indebtedness originally incurred pursuant to this clause (A) that are consummated in reliance on Section 2.05(b)(iii7.03(r)(ii) below) plus (B) unlimited additional unsecured or junior lien Indebtedness, so long as either (x) the Total Leverage Ratio (calculated on a Pro Forma Basis) as of the end of the most recent Test Period is not greater than 7.00:1.00 or (y) the Fixed Charge Coverage Ratio (calculated on a Pro Forma Basis) for the end of the most recent Test Period is not less than 2.00:1.00; provided further that, in the case of any Indebtedness incurred under this clause (r), (1) such Indebtedness shall not mature prior to the date that is 91 days after the Maturity Date of the Term B Loans or have a Weighted Average Life to Maturity less than the Weighted Average Life to Maturity of the Term B Loans plus 91 days, (2) such Indebtedness shall not have mandatory prepayment, redemption or offer to purchase events more onerous than those applicable to the Term B Loans, (3) the other terms and conditions of such Indebtedness (excluding pricing and optional prepayment or redemption terms) reflect market terms and conditions at the time of incurrence or issuance of such Indebtedness and (4) the maximum aggregate principal amount of Indebtedness that may be incurred pursuant to this clause (r) and Section 7.03(v) by Non-Loan Parties shall not exceed the greater of (x) $400,000,000 and (y) 25.0% of Consolidated EBITDA of the Parent Borrower for the most recently ended Test Period at any one time outstanding and (ii) any Permitted Notes Refinancing thereof; (s) Indebtedness incurred by a Non-Loan Party, and guarantees thereof by Non-Loan Party, in an aggregate principal amount not to exceed (A) $600,000,000 at any one time outstanding plus (B) additional Indebtedness incurred from time to time pursuant to asset based revolving facilities provided by commercial banks or similar financial institutions; provided that (1) such Indebtedness is secured by Liens on the current assets of Restricted Subsidiaries that are offered not Loan Parties (and sold not on the Collateral), (2) Loan Parties shall not Guarantee such Indebtedness unless such Guarantee would otherwise be permitted under Section 7.02, and (3) borrowings under such asset based revolving facilities shall be subject to a pro rata basis borrowing base or similar advance rate criteria; (i) Indebtedness (in the form of senior secured, senior unsecured, senior subordinated, or subordinated notes or loans) incurred by the Borrowers to the extent that the Borrowers shall have been permitted to incur such Indebtedness pursuant to, and such Indebtedness shall be deemed to be incurred in reliance on, Section 2.14; provided that (A) such Indebtedness shall not mature earlier than the Maturity Date applicable to the Term B Loans, (B) as of the date of the incurrence of such Indebtedness, the Weighted Average Life to Maturity of such Indebtedness shall not be shorter than that of the Term B Loans, (C) no Restricted Subsidiary is a borrower or guarantor with respect to such Indebtedness unless such Restricted Subsidiary is a Subsidiary Guarantor which shall have previously or substantially concurrently guaranteed the Obligations, (D) the other terms and conditions of such Indebtedness (excluding pricing and optional prepayment or redemption terms) reflect market terms on the date of issuance, (E) if such Indebtedness is in the form of a term loan facility of the Loan Parties and is secured by a Lien on the Collateral that is pari passu with the Lien securing the Obligations, the terms set forth in the proviso to Section 2.14(b)(ii) shall have been complied with as if such Indebtedness was considered an Incremental Term Loan and (F) the Parent Borrower has delivered to the Administrative Agent a certificate of a Responsible Officer of the Parent Borrower, together with all Lenders that are relevant financial information reasonably requested by the Administrative Agent, including reasonably detailed calculations demonstrating compliance with clauses (A), (B), (C), (D) and (E) (such Indebtedness incurred pursuant to this clause (t) being referred to as “Qualified Institutional Buyers” Permitted Alternative Incremental Facilities Debt”) and (as defined ii) any Permitted Refinancing thereof; (u) additional Indebtedness in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a an aggregate principal amount not to exceed the greater of (x) $500,000,000 and (y) 30.0% of Consolidated EBITDA of the Parent Borrower for the most recently ended Test Period at any one time outstanding; (v) Indebtedness incurred to finance or assumed in connection with a Permitted Acquisition, provided that (i) after giving Pro Forma Effect to such Permitted Acquisition and such Indebtedness, the Total Leverage Ratio (calculated on a Pro Forma Basis) as of the most recent Test Period is either (x) not greater than 7.00:1.00 or (y) not greater than the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and the incurrence or assumption of such Indebtedness, (ii) if such Indebtedness is secured by a Lien on the Collateral that is pari passu with the Lien securing the Obligations, (A) after giving Pro Forma Effect to such Permitted Acquisition and such secured Indebtedness, the First Lien Senior Secured Leverage Ratio (calculated on a Pro Forma Basis) as of the last day of the most recently ended Test Period is either (x) not greater than 4.00:1.00 or (y) not greater than the First Lien Senior Secured Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and the incurrence or assumption of such Indebtedness and (B) if such Indebtedness is a term loan facility of the Loan Parties, the Parent Borrower shall have been permitted to incur such Indebtedness pursuant to, and such Indebtedness shall be deemed to be incurred in reliance on, Section 2.14, and the terms set forth in the proviso to Section 2.14(b)(ii) shall have been complied with as if such Indebtedness was considered an Incremental Term Loan (such Indebtedness incurred pursuant to this clause (B) being referred to as “Permitted Credit Facilities Acquisition Debt”) and (iii) the maximum aggregate principal amount of Indebtedness that may be incurred pursuant to this clause (v) and Section 7.03(r) by Non-Loan Parties shall not exceed the greater of (x) $400,000,000 and (y) 25.0% of Consolidated EBITDA of the Parent Borrower for the most recently ended Test Period at any one time outstanding; (i) Indebtedness (in the form of senior secured, senior unsecured, senior subordinated, or subordinated notes or loans) incurred by a Borrower to the extent that 100% of the Net Cash Proceeds therefrom are, immediately after the receipt thereof, applied solely to the prepayment of Term Loans exchanged for in accordance with Section 2.05(b)(iii); provided that (A) such Permitted Notes pursuant Indebtedness shall not mature earlier than the Maturity Date with respect to procedures reasonably acceptable the relevant Term Loans being refinanced, (B) as of the date of the incurrence of such Indebtedness, the Weighted Average Life to Maturity of such Indebtedness shall not be shorter than that of then-remaining Term Loans being refinanced, (C) no Restricted Subsidiary is a borrower or guarantor with respect to such Indebtedness unless such Restricted Subsidiary is a Subsidiary Guarantor which shall have previously or substantially concurrently guaranteed the Obligations, (D) the terms and conditions of such Indebtedness (excluding pricing and optional prepayment or redemption terms or covenants or other provisions applicable only to periods after the maturity date of the Term Loans being refinanced) reflect market terms and conditions on the date of issuance and such Indebtedness shall not participate in mandatory prepayments on a greater than pro rata basis with the Term Loans and (E) the Parent Borrower has delivered to the Administrative Agent a certificate of a Responsible Officer of the Parent Borrower, together with all relevant financial information reasonably requested by the Administrative Agent, including reasonably detailed calculations demonstrating compliance with clauses (including procedures designed to comply with securities lawsA); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, (B), (C) and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (iD) and (ii), ) any Permitted Refinancings Refinancing thereof; (sx) Permitted Ratio Debt and Indebtedness with respect to any Permitted Refinancings thereofReceivables Financing; (ty) Indebtedness in respect of the Senior Permitted Debt Exchange Notes incurred pursuant to a Permitted Debt Exchange in accordance with Section 2.17 and the Senior Unsecured Notes (including, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereof; and (uz) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (ty) above. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (uz) above, the Parent Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding have been incurred in reliance only on the exception in clause (a) of this Section 7.03 and the Senior Secured Notes will be deemed to have been incurred in reliance only on the exception set forth in clause (c) of this Section 7.03. The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03.

Indebtedness. Neither None of the Borrower nor Covenant Parties or any of the their Restricted Subsidiaries shall directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness of any Loan Party under the Loan DocumentsDocuments or any refinancings thereof; (b) Indebtedness (i) outstanding on the Closing Date date hereof and listed on Schedule 7.03(b) and any Permitted Refinancing refinancing thereof and, until the first Business Day following the Pushdown Date, the Outstanding Indebtedness and (ii) intercompany Indebtedness outstanding on the Closing Date and any refinancing thereof, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be date hereof evidenced by an Intercompany Note; provided that all such Indebtedness of Note and any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to refinancing thereof evidenced by an Intercompany Note; (c) Guarantees by the Borrower any Covenant Party and any Restricted Subsidiary in respect of Indebtedness of the Borrower any Covenant Party or any Restricted Subsidiary of the Borrower a Covenant Party otherwise permitted hereunder; provided that (A) no Guarantee of any Senior Subordinated Debt, Senior Unsecured Debt or Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (d) Indebtedness of the Borrower a Covenant Party or any Restricted Subsidiary owing to any Loan Party or any other Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Restricted Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness shall be evidenced by an Intercompany Note; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower a Covenant Party or any Restricted Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset and any Permitted Refinancing thereof in an aggregate amount not to exceed the greater of (x) $30,000,000 and (y) 2.25% of Consolidated Total Assets of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstandingasset, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m7.05(f) and (iii) any Permitted Refinancing of any of Indebtedness set forth in the foregoingimmediately preceding clauses (i) and (ii); (f) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereofpurposes; (g) (i) Indebtedness of the Borrower any Covenant Party or any Restricted Subsidiary (A) assumed in connection with any Permitted Acquisition, ; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, or (B) incurred to finance a Permitted Acquisition and (ii) any Permitted Refinancing thereofof the foregoing; provided provided, in each case that (x) such Indebtedness and all Indebtedness resulting from a any Permitted Refinancing thereof (v) is unsecured or is subordinated to the Obligations on terms no less favorable to the Lenders than the subordination terms set forth in the Senior Subordinated Debt Documentation as of the Pushdown Date, (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and (yw) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Borrower Covenant Parties and its their Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, (x) matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the Maturity Date of the Term Loans (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemption provisions satisfying the requirement of clause (y) hereof), (y) has terms and conditions (other than interest rate, redemption premiums and subordination terms), taken as a whole, that are not materially less favorable to the Covenant Parties as the terms and conditions of the Senior Subordinated Debt; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Xxxxxxx has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrowers within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees) and (z) with respect to such Indebtedness described in the immediately preceding clause (B), is incurred by a Loan Party; (h) Indebtedness representing deferred compensation to employees of the Borrower any Covenant Party or any of its Restricted Subsidiaries incurred in the ordinary course of business; (i) Indebtedness consisting of promissory notes issued by any Covenant Party or any of its Restricted Subsidiaries to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower VNUHF or any direct or indirect parent of the Borrower VNUHF permitted by Section 7.06; (j) Indebtedness incurred by the Borrower any Covenant Party or any of its Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, Disposition constituting indemnification obligations or obligations in respect of purchase price (including customary earnouts) or other similar adjustments; (k) Indebtedness consisting of obligations of the Borrower any Covenant Party or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, Transaction and Permitted Acquisitions or any other Investment expressly permitted hereunder; (l) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereofaccounts; (m) Indebtedness of the Borrower any Covenant Party or any of its Restricted Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan Parties400,000,000; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by the Borrower any Covenant Party or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts acceptances or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date incurrence thereof; (p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower any Covenant Party or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (q) Indebtedness constituting the Senior Subordinated Debt and/or the Senior Unsecured Debt; (r) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (is) Permitted Notes, Indebtedness of non-Guarantor Subsidiaries incurred in the Net Proceeds ordinary course of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), (ii) Permitted Notes that are offered and sold business on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined ordinary business terms in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a principal an aggregate amount not to exceed $75,000,000 as of the amount end of Term Loans exchanged the fiscal quarter immediately prior to the date of such incurrence for such Permitted Notes which financial statements have been delivered pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (i) and (ii), Permitted Refinancings thereof; (s) Permitted Ratio Debt and any Permitted Refinancings thereofSection 6.01; (t) Indebtedness in respect of the Senior Notes and Covenant Parties or the Senior Unsecured Notes Restricted Subsidiaries (includingi) assumed in connection with any Permitted Acquisition or (ii) incurred to finance a Permitted Acquisition, in each case, that is secured only by the assets or business acquired in the applicable Permitted Acquisition (including any guarantees thereofacquired Equity Interests of a Person and including, for the avoidance of doubt, the assets owned by such Person) andand so long as both immediately prior and after giving effect thereto, (A) no Default shall exist or result therefrom, (B) the Company and the Restricted Subsidiaries will be in each casePro Forma Compliance with the covenants set forth in Section 7.11, and (C) the aggregate principal amount of such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereofthereof at any time outstanding pursuant to this paragraph (t) does not exceed $200,000,000; (u) Indebtedness in connection with a Permitted Receivables Financing; and (uv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) above. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (u) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance only on the exception in clause (a) of Section 7.03.

Indebtedness. Neither the Borrower nor any of the Subsidiaries shall directly or indirectly, createCreate, incur, assume or suffer to exist any IndebtednessIndebtedness or issue any Disqualified Equity Interest, exceptother than: (a) Indebtedness of any Loan Party under the Loan Documents; (b) Indebtedness (i) outstanding Indebtedness existing on the Closing Restatement Effective Date and listed set forth on Schedule 7.03(b9.3(b) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Closing Date and any refinancing thereof, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany NoteRestatement Effective Date; provided that all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Non-Loan Party shall be unsecured and subordinated subject to the Obligations pursuant to an Intercompany NoteSubordination Agreement; (ci) Guarantees by the Borrower and any Subsidiary the Restricted Subsidiaries in respect of Indebtedness of the Borrower or any Subsidiary of the Borrower Restricted Subsidiaries otherwise permitted hereunderhereunder (except that a Restricted Subsidiary that is not a Loan Party may not, by virtue of this Section 9.3(c), Guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 9.3); provided that (A) no Guarantee by any Restricted Subsidiary of any Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth herein in the Guaranty, and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations Guaranty on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness, and (ii) any Guarantee by the Borrower or any Subsidiary Guarantor of Indebtedness of a Restricted Subsidiary that would have been permitted as an Investment by the Borrower or such Subsidiary Guarantor in such Restricted Subsidiary under Section 9.2(c); (d) Indebtedness of the Borrower or any Subsidiary of the Restricted Subsidiaries owing to any Loan Party the Borrower or any other Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.029.2; provided that (i) all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party shall be subject to the Intercompany Subordination Agreement and (ii) in the event of any such Indebtedness in respect of the sale, transfer or assignment of Current Asset Collateral, such Indebtedness shall be evidenced by an Intercompany Noteduly noted on the books and records of the Loan Parties as being owing in respect of Current Asset Collateral; (i) Attributable Indebtedness relating to any transaction and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Subsidiary prior to or within 270 days after and the Restricted Subsidiaries financing the acquisition, construction, repair, replacement, lease replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred concurrently with or within two hundred and seventy (270) days after the applicable asset acquisition, construction, repair, replacement or improvement, and (ii) any Permitted Refinancing thereof in an thereof; provided that the aggregate principal amount of Indebtedness (including Attributable Indebtedness) at any one time outstanding incurred pursuant to this clause (e) shall not to exceed the greater of (x) $30,000,000 200,000,000 and (y) 2.253.00% of Consolidated Total Assets Assets, in each case determined at the time of incurrence; provided, further, that for the Borrower and its Subsidiaries purposes of determining compliance with this Section 9.3(e), Attributable Indebtedness shall not be deemed to arise from a sale leaseback transaction with respect to real property comprising a Store or distribution center that is originally treated under GAAP as an operating lease at the time such sale leaseback transaction is consummated but is subsequently treated under GAAP as a Capitalized Lease as the result of a change in GAAP (together with any Permitted Refinancing or interpretations thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any of after the foregoingRestatement Effective Date; (f) Indebtedness in respect of Swap Contracts designed to hedge against Holdings’, the Borrower’s or any Restricted Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereof; (g) Indebtedness of the Borrower or any Subsidiary assumed in connection with any Permitted Acquisition, provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, and any Permitted Refinancing thereof; provided that (x) such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and (y) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11; (h) Indebtedness representing deferred compensation to employees of the Borrower or any of and its Subsidiaries incurred in the ordinary course of business; (ih) Indebtedness to current or former officers, directors, managers, consultants, directors consultants and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower Holdings (or any direct or indirect parent of the Borrower thereof) permitted by Section 7.069.6; (ji) Indebtedness incurred by the Borrower or any of its the Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, case to the extent constituting indemnification obligations or obligations in respect of purchase price (including customary earnoutsearn-outs) or other similar adjustments; (kj) Indebtedness consisting of obligations of the Borrower or any of its and the Restricted Subsidiaries under deferred compensation or other similar arrangements with employees incurred by such Person in connection with the Original Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder; (lk) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections protections, employee credit card programs and other cash management and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereof; (ml) Indebtedness of the Borrower or any of its Subsidiaries, and the Restricted Subsidiaries in an aggregate principal amount that at the any time of, and after giving effect to, the incurrence thereof, would outstanding not to exceed the greater of (x) $75,000,000 100,000,000 and (y) 5.502.75% of Total Assets, in each case determined at the Consolidated Total Assets time of the Borrower and its Subsidiariesincurrence; provided that no more than a maximum of the greater of $35,000,000 25,000,000 and 2.501.00% of Consolidated Total Assets in aggregate principal amount of such Indebtedness shall may be incurred under this clause (m) by Subsidiaries of the Borrower that are not Non-Loan Parties, in each case determined at the time of incurrence; (nm) Indebtedness consisting of (ai) the financing of insurance premiums or (bii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (on) Indebtedness incurred by the Borrower or any of its the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including business consistent with past practice in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof; (po) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its the Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (qi) Indebtedness supported by a Letter of Credit, in a an aggregate principal amount not to exceed the face sum of (A) $1,925,000,000 plus (B) an amount equal to result of (x) $475,000,000 less (y) the aggregate principal amount of such Letter any incremental indebtedness incurred in reliance of Credit; Section 2.18(3) of the Second Lien Term Facility Credit Agreement (i) Permitted Notes, as in effect on the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iiiRestatement Effective Date), at any time outstanding under the First Lien Term Facility or under any document governing Incremental Equivalent Term Debt (as such term is defined in the First Lien Term Facility Credit Agreement (as in effect on the Restatement Effective Date)) and (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent obligations in respect of (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, A) Specified Hedge Obligations and (iiiB) Cash Management Obligations (in the case of Permitted Notes incurred under any each of the foregoing clauses (A) and (B), as defined in the First Lien Term Facility Credit Agreement (as in effect on the Restatement Effective Date)) at any time outstanding and not incurred in violation of Section 9.3(f), in each case and, in respect of clauses (i) and (ii), any Permitted Refinancings Refinancing thereof, provided that, for the avoidance of doubt, the aggregate principal amount of incremental Indebtedness incurred pursuant to Section 9.3(p)(i)(b) and 9.3(q)(B) shall not exceed $475,000,000; (sq) Permitted Ratio Indebtedness in an aggregate principal amount not to exceed the sum of (A) $625,000,000 plus (B) an amount equal to the result of (x) $475,000,000 less (y) the aggregate principal amount of any incremental indebtedness incurred in reliance of Section 2.18(3) of the First Lien Term Facility Credit Agreement (as in effect on the Restatement Effective Date), at any time outstanding under the Second Lien Term Facility or under any document governing Incremental Equivalent Term Debt (as such term is defined in the Second Lien Term Facility Credit Agreement (as in effect on the Restatement Effective Date)), and any Permitted Refinancings Refinancing thereof, provided that, for the avoidance of doubt, the aggregate principal amount of incremental Indebtedness incurred pursuant to Sections 9.3(p)(i)(b) and 9.3(q)(B) shall not exceed $475,000,000; (r) Indebtedness incurred by a Foreign Subsidiary which, when aggregated with the principal amount of all other Indebtedness incurred pursuant to this clause (r) and then outstanding, does not exceed $25,000,000; (i) other unsecured Indebtedness of the Borrower or any Restricted Subsidiary, so long as (A) the Payment Conditions shall have been satisfied after giving effect thereto and (B) the maturity date and Weighted Average Life to Maturity of such Indebtedness is at least six (6) months after the Latest Maturity Date at the time of incurrence of such Indebtedness and (ii) other Indebtedness that is secured and subordinated, provided that such Indebtedness (A) is not secured by any Current Asset Collateral, (B) is subject to an intercreditor agreement containing terms that are at least as favorable to the Secured Parties as those contained in the Intercreditor Agreement and (C) has a maturity date and Weighted Average Life to Maturity that is at least six (6) months after the Latest Maturity Date at the time of incurrence of such Indebtedness (and any Permitted Refinancing thereof); (t) [reserved]; (u) Indebtedness in respect of letters of credit issued for the Senior Notes account of any of the Subsidiaries of Holdings to finance the purchase of Inventory so long as (x) such Indebtedness is unsecured and (y) the Senior Unsecured Notes aggregate face amount of such letters of credit does not exceed $100,000,000 at any time; (includingv) Indebtedness (i) of any Person that becomes a Restricted Subsidiary after the Restatement Effective Date, which Indebtedness is existing at the time such Person becomes a Restricted Subsidiary and is not incurred in each casecontemplation of such Person becoming a Restricted Subsidiary that is non-recourse to the Borrower, Holdings or any guarantees thereofother Restricted Subsidiary (other than any Subsidiary of such Person that is a Subsidiary on the date such Person becomes a Restricted Subsidiary after the Restatement Effective Date) and is either (A) unsecured or (B) secured only by the assets of such Restricted Subsidiary by Liens permitted under Section 9.1(p) and, in each case, any Permitted Refinancing thereof, and (ii) of the Borrower or any Restricted Subsidiary incurred or assumed in connection with any Permitted Acquisition that is secured only by Liens permitted under Section 9.1(p) (and any Permitted Refinancing of the foregoing) and so long as the aggregate principal amount of such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof at any time outstanding pursuant to clause (v)(ii) does not exceed $50,000,000; provided that Indebtedness incurred under clause (i)(B) or clause (ii) of this paragraph (v) that is secured by assets of a type that would otherwise constitute Current Asset Collateral shall not exceed an aggregate amount outstanding of $25,000,000 and any such assets shall have been and at all times be segregated from, and not commingled with, Current Asset Collateral, with reasonably satisfactory evidence of compliance with the foregoing to be provided to the Administrative Agent promptly upon request; and (uw) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (tv) above. Notwithstanding the foregoing, no Restricted Subsidiary that is a Non-Loan Party will guarantee any Indebtedness for borrowed money of a Loan Party unless such Restricted Subsidiary becomes a Guarantor. For purposes of determining compliance with this Section 7.03any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the event that an item case of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (u) aboveterm debt, the Borrower shallor first committed, in its sole discretionthe case of revolving credit debt; provided that if such Indebtedness is incurred to extend, classify replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and reclassify such extension, replacement, refunding, refinancing, renewal or later dividedefeasance 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 extension, classify replacement, refunding, refinancing, renewal or reclassify defeasance, such item Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness (or any portion thereof) and will only be required to include does not exceed the principal amount and type of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in one or more connection with such refinancing. The accrual of interest, the above clauses; provided that all accretion of accreted value and the payment of interest in the form of additional Indebtedness outstanding under the Loan Documents will at all times shall not be deemed to be outstanding an incurrence of Indebtedness for purposes of this Section 9.3. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrower dated such date prepared in reliance only on the exception in clause (a) of Section 7.03accordance with GAAP.

Indebtedness. Neither the Borrower nor any of the Subsidiaries shall directly or indirectly, createCreate, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness of any Loan Party under the Loan DocumentsDocuments (including any Indebtedness incurred pursuant to Section 2.14 or 2.15); (b) (x) Indebtedness (i) outstanding on the Closing Date and listed on Schedule 7.03(b) and any Permitted Refinancing thereof and (iiy) intercompany Indebtedness outstanding on the Closing Date and any refinancing Permitted Refinancing thereof, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all any such intercompany Indebtedness of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to an the Intercompany Note; (c) Guarantees by the Borrower and any Restricted Subsidiary in respect of Indebtedness of the Borrower or any Restricted Subsidiary of the Borrower otherwise permitted hereunder; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a junior lien financing or Specified Junior Financing or any Permitted Refinancing thereof Obligation shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and herein, (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable (as reasonably determined by the Borrower) to the Lenders as those contained in the subordination of such IndebtednessIndebtedness and (C) any Guarantee by a Loan Party of Indebtedness of a Restricted Subsidiary that is not a Loan Party shall only be permitted to the extent constituting an Investment permitted by Section 7.02(c)(iii); (d) Indebtedness of the Borrower or any Restricted Subsidiary owing to any Loan Party or any other Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Restricted Subsidiary of a Loan Party) but only, in the case of Indebtedness of a non-Loan Party owing to a Loan Party, to the extent constituting an Investment permitted by Section 7.027.02(c)(iii); provided that all (x) no such Indebtedness owed to a Loan Party shall be evidenced by an a promissory note unless such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to subordination terms substantially consistent with the terms of the Intercompany Note; (e) (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Restricted Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease or improvement improvements of the applicable asset and any Permitted Refinancing thereof in an aggregate amount not to exceed the greater of (x) $30,000,000 13,000,000 and (y) 2.2520% of Consolidated Total Assets EBITDA (determined on a Pro Forma Basis in accordance with Section 1.09), in each case determined at the time of the Borrower and its Subsidiaries incurrence (together with any Permitted Refinancing Refinancings thereof) at any time outstanding, outstanding and (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any of the foregoingsuch Attributable Indebtedness; (f) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Restricted Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereof; provided that any such Guarantees by Loan Parties of such Indebtedness of Restricted Subsidiaries that are not Loan Parties shall only be permitted to the extent constituting an Investment permitted by Section 7.02(c)(iii); (g) Indebtedness of the Borrower or any Restricted Subsidiary assumed or incurred in connection with any Permitted Acquisition, Acquisition or other Investment not prohibited hereunder; provided that (i) solely in the case of assumed Indebtedness, such Indebtedness is not incurred in contemplation of such Permitted Acquisition, and Acquisition or other Investment or any Permitted Refinancing thereof; provided that thereof or (ii) after giving Pro Forma Effect to such Permitted Acquisition and the incurrence of such Indebtedness, as applicable, the aggregate amount of such Indebtedness at any time outstanding does not exceed the sum of (x) such Indebtedness the greater of $16,250,000 and all Indebtedness resulting from 25% of Consolidated EBITDA (determined on a Permitted Refinancing thereof is unsecured (except for Liens permitted by Pro Forma Basis in accordance with Section 7.01(w1.09) securing Indebtedness (together with Permitted Refinancings thereof)) and plus (y) both immediately prior and after giving effect theretoadditional indebtedness so long as the Consolidated Total Net Leverage Ratio is not greater than 4.25:1:00, in each case determined at the time of such assumption or incurrence, on a Pro Forma Basis in accordance with Section 1.09; provided that, in the case of clause (ii), (1A) such Indebtedness does not mature prior to the date that is the Latest Maturity Date, or have a Weighted Average Life to Maturity less than the Weighted Average Life to Maturity of any Term Loan outstanding at the time such Indebtedness is incurred or issued, (B) no Event of Default shall exist or result therefrom (other than in connection with a Permitted Acquisition made Limited Condition Transaction where the standard shall be no Default under Section 8.01(a) or 8.01(f)) and (C) the aggregate principal amount at any time outstanding of such Indebtedness of Restricted Subsidiaries that are non-Loan Parties incurred pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), this Section 7.03(g) shall not exceed the greater of (x) $9,750,000 and (2y) 15% of Consolidated EBITDA of the Borrower and its Subsidiaries will be in determined at the time of such incurrence on a Pro Forma Compliance with the covenants set forth in Section 7.11Basis; (h) Indebtedness representing deferred compensation to employees of the Borrower Holdings or any of its Restricted Subsidiaries incurred in the ordinary course of business; (i) Indebtedness consisting of promissory notes issued by Holdings or any of its Restricted Subsidiaries to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower Holdings or any direct or indirect parent of the Borrower Holdings permitted by Section 7.06; (j) Indebtedness incurred by the Borrower Holdings or any of its Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder hereunder, merger or any DispositionDisposition permitted hereunder, in each case, constituting indemnification obligations or obligations in respect of purchase price (including customary earnoutsearn-outs) or other similar adjustments; (k) Indebtedness consisting of obligations of the Borrower Holdings or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder; (l) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections protections, employee credit card programs and other cash management and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereofthereof or the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is extinguished within 10 Business Days of its incurrence; (m) Indebtedness of the Borrower or any of its Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 22,750,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.5035% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan PartiesEBITDA; (n) Indebtedness consisting of (ai) the financing of insurance premiums or (bii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof; (p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (q) letters of credit issued in currencies not available hereunder in an aggregate amount at any time outstanding not to exceed $5,000,000; (r) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (is) Permitted NotesIndebtedness incurred by a Restricted Subsidiary that is a non-Loan Party which, when aggregated with the Net Proceeds principal amount of which are applied to the permanent repayment of Term Loans all other Indebtedness incurred pursuant to this Section 2.05(b)(iii7.03(s) and then outstanding for all such Persons taken together, does not exceed the greater of $9,750,000 and 15% of Consolidated EBITDA (determined on a Pro Forma Basis in accordance with Section 1.09), (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under each case determined at the Securities Act time of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (i) and (ii), Permitted Refinancings thereof; (s) Permitted Ratio Debt and any Permitted Refinancings thereofincurrence; (t) Credit Agreement Refinancing Indebtedness; (u) Indebtedness incurred in respect reliance on the Cumulative Credit; (v) Indebtedness of the Senior Notes Borrower or any of its Restricted Subsidiaries that is a Loan Party that complies with clauses (a), (c) and (d) (as applicable) of the Senior Unsecured Notes Applicable Requirements, so long as no Default or Event of Default (includinglimited in connection with Indebtedness incurred to finance a Limited Condition Transaction, to Defaults or Events of Default under Sections 8.01(a) and (f) and any other Default or Event of Default that is a condition to the effectiveness of the Limited Condition Transaction) is continuing or would result from the incurrence of such Indebtedness; provided that: (i) if such Indebtedness is secured on a pari passu in right of security with the Obligations, the aggregate principal amount of such Indebtedness shall not exceed an amount so long as on and as of the date of such incurrence the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis and assuming all previously established and simultaneously established revolving credit facilities under this Section 7.03(v)(i) are fully drawn and excluding the cash proceeds of any borrowing under any such revolving credit facility) is no more than or equal to (x) 3.75:1.00 or (y) to the extent incurred in connection with a Permitted Acquisition or other Investment permitted hereunder, the greater of (I) 3.75:1.00 and (II) the Consolidated First Lien Net Leverage Ratio immediately prior to such Permitted Acquisition or Investment at the time of incurrence; (ii) if such Indebtedness is secured on a junior basis in right of security with the Obligations, the aggregate principal amount of such Indebtedness shall not exceed an amount so long as on and as of the date of such incurrence the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis) is no more than (x) 4.00:1.00 or (y) to the extent incurred in connection with a Permitted Acquisition or other Investment permitted hereunder, the greater of (I) 4.00:1,00 and (II) the Consolidated Secured Net Leverage Ratio immediately prior to such Permitted Acquisition or Investment at the time of incurrence; (iii) if such Indebtedness is unsecured, the aggregate principal amount of such Indebtedness shall not exceed an amount so long as on and as of the date of such incurrence (x) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis) is no more than (1) 4.25:1.00 or (2) to the extent incurred in connection with a Permitted Acquisition or other Investment permitted hereunder, the greater of (I) 4.25:1.00 and (II) the Consolidated Total Net Leverage Ratio immediately prior to such Permitted Acquisition or Investment at the time of incurrence or (y) the Interest Coverage Ratio (determined on a Pro Forma Basis) would not be less than (1) 2.00:1.00 or (2) to the extent incurred in connection with a Permitted Acquisition or other Investment permitted hereunder, either (I) 2.00:1.00 or (II) the Interest Coverage Ratio immediately prior to the consummation of such Permitted Acquisition or other Investment; provided that (A) the aggregate principal amount at any time outstanding of such Indebtedness of Subsidiaries that are non-Loan Parties incurred pursuant to this Section 7.03(v) shall not exceed the greater of (x) $9,750,000 and (y) 15% of Consolidated EBITDA of the Borrower (determined on a Pro Forma Basis in accordance with Section 1.09), in each casecase determined at the time of incurrence and (B) provided that if such Indebtedness is a term loan that is not subordinated in right of payment to the Loan Documents and that is secured by a Lien on the Collateral that ranks pari passu in right of security with the Term Loans, the Term Loans shall be subject to the “most favored nation” pricing adjustment (if applicable) set forth in the proviso to Section 2.14(e)(iii) as if such Indebtedness were an Incremental Term Loan incurred thereunder. For purposes of the calculations in this Section 7.03(v), (A) with respect to any guarantees thereofRevolving Credit Commitments, a borrowing of the maximum amount of Loans available thereunder shall be assumed and (B) andto the extent the proceeds of any Indebtedness incurred under this Section 7.03(v) are used to repay Indebtedness, in each case, any Permitted Refinancing thereof; andPro Forma Effect shall be given to such repayment of Indebtedness. (uw) Any Permitted Refinancings of Indebtedness incurred pursuant to Section 7.03(v); (x) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (aSections 7.03(a) through (t) above. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (u) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance only on the exception in clause (a) of Section 7.03.7.03(w);

Indebtedness. Neither the Borrower nor No Restricted Subsidiary will in any of the Subsidiaries shall directly manner owe or indirectly, create, incur, assume or suffer to exist any Indebtedness, be liable for Indebtedness except: (a) Indebtedness of any Loan Party under owed by the Loan DocumentsRestricted Subsidiaries to the Borrower or unsecured Indebtedness owed by the Restricted Subsidiaries to a wholly-owned Restricted Subsidiary; (b) Indebtedness (i) outstanding on of the Closing Date Restricted Subsidiaries for plugging and listed on Schedule 7.03(b) abandonment bonds issued by third parties or for letters of credit issued in place thereof which are required by regulatory authorities in the area of operations, and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Closing Date and any refinancing thereof, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness of any Loan Party owed the Restricted Subsidiaries for other bonds or letters of credit which are required by such regulatory authorities with respect to any Subsidiary that is not a Loan Party shall be unsecured other normal oil and subordinated to the Obligations pursuant to an Intercompany Notegas operations; (c) Guarantees by Acquired Debt which meets the Borrower following requirements: (i) the documentation evidencing such Indebtedness shall contain no terms, conditions or defaults (other than pricing and any Subsidiary in respect the grant of Indebtedness of the Borrower or any Subsidiary of the Borrower otherwise a Lien which is permitted hereunder; provided that (Aunder this Agreement) no Guarantee of any Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as which are more favorable to the Lenders as third party creditor in any material respect than those contained in this Agreement are to Lenders and (ii) at the subordination of time such IndebtednessIndebtedness is incurred, no Default shall have occurred and be continuing hereunder; (d) Indebtedness of the Borrower or any Subsidiary owing to any Loan Party or any other Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness shall be evidenced by an Intercompany NoteReserved; (ie) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset and any Permitted Refinancing thereof in an aggregate amount not to exceed the greater of (x) $30,000,000 and (y) 2.25% of Consolidated Total Assets of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions under Swap Contracts permitted by under Section 7.05(m) and (iii) any Permitted Refinancing of any of the foregoing;7.10; and (f) Indebtedness in respect other Indebtedness; provided, at the time of Swap Contracts designed to hedge against the Borrower’s or any Subsidiary’s exposure to interest ratesincurrence thereof, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereof; (g) Indebtedness of the Borrower or any Subsidiary assumed in connection with any Permitted Acquisition, provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, and any Permitted Refinancing thereof; provided that (x) such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and (y) both immediately prior and after giving pro forma effect thereto, the Restricted Subsidiaries’ Consolidated Indebtedness (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11; (h) Indebtedness representing deferred compensation to employees of the Borrower or any of its Subsidiaries incurred in the ordinary course of business; (i) Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent of the Borrower permitted by Section 7.06; (j) Indebtedness incurred by the Borrower or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including customary earnouts) or other similar adjustments; (k) Indebtedness consisting of obligations of the Borrower or any of its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder; (l) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereof; (m) Indebtedness of the Borrower or any of its Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan Parties; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by the Borrower or any of its Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof; (p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (q) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (i) Permitted Notes, the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (i) and (ii), Permitted Refinancings thereof; (s) Permitted Ratio Debt and any Permitted Refinancings thereof; (t) Indebtedness in respect of the Senior Notes and the Senior Unsecured Notes (including, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereof; and (u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) above. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of excluding Indebtedness described in clauses (a) through (u) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance only on the exception in clause (a) of this Section 7.037.01) shall not exceed 65% of the Restricted Subsidiaries’ Consolidated Capital. As used herein, “Restricted Subsidiaries’ Consolidated Indebtedness means, on a consolidated basis, the aggregate outstanding principal amount of Indebtedness of the Restricted Subsidiaries, and “Restricted Subsidiaries’ Consolidated Capital” means, on a consolidated basis, the sum of (i) the Restricted Subsidiaries’ Consolidated Indebtedness plus (ii) the Restricted Subsidiaries’ aggregate Shareholders’ Equity as set forth in the Restricted Subsidiaries’ most recent balance sheet.

Indebtedness. Neither the Borrower nor any of the Subsidiaries shall directly or indirectlyCreate, createissue, incur, assume assume, become liable in respect of or suffer to exist any Indebtedness, except: (a) Indebtedness of any Loan Party under the pursuant to any Loan DocumentsDocument; (b) Indebtedness of the MLP or any Restricted Subsidiary to the MLP or any Restricted Subsidiary; provided that (ix) outstanding on the Closing Date and listed on Schedule 7.03(b) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Closing Date and any refinancing thereof, of which any amount owed by a any Restricted Subsidiary that is not a Loan Party to the MLP, any Borrower or any Guarantor shall be subject to Section 7.8 and (y) Indebtedness owed by a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party shall be unsecured and subordinated in right of payment to the Obligations pursuant to an Intercompany NoteObligations; (c) Guarantees Guarantee Obligations by (i) the Borrower and MLP or any Restricted Subsidiary in respect of Indebtedness of the MLP or any Restricted Subsidiary; provided that guarantees by the MLP, any Borrower or any Guarantor of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 7.8; and (ii) the MLP or any Restricted Subsidiary pursuant to or contemplated by the Transaction Documentation; (d) Indebtedness outstanding on the date hereof and listed on Schedule 7.2(d) and any Permitted Refinancing thereof; (e) Indebtedness of the Borrower otherwise permitted hereunder; MLP or any Restricted Subsidiary incurred in connection with any Sale and Leaseback Transaction provided that the amount of the Capital Lease Obligations outstanding at any time in connection with such Sale and Leaseback Transactions shall not exceed the greater of (A) no Guarantee of any Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein $20,000,000 and (B) if 2.0% of Consolidated Net Tangible Assets (determined at the time of incurrence) and in each case any Permitted Refinancing thereof; (i) Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the MLP and XxxXx in respect of the Senior Notes in an aggregate principal amount not to exceed $150,000,000 and (ii) Guarantee Obligations on terms at least as favorable to the Lenders as those contained of any other Borrower or Subsidiary Guarantor in the subordination respect of such Indebtedness; (d) Indebtedness of the Borrower or any Subsidiary owing to any Loan Party or any other Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness shall be evidenced by an Intercompany Note; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset and any Permitted Refinancing thereof in an aggregate amount not to exceed the greater of (x) $30,000,000 and (y) 2.25% of Consolidated Total Assets of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any of the foregoing; (f) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereof; (g) Indebtedness arising from the honoring by a bank or other financial institution of the Borrower a check, draft or any Subsidiary assumed in connection with any Permitted Acquisition, provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, and any Permitted Refinancing thereof; provided that (x) such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and (y) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11; (h) Indebtedness representing deferred compensation to employees of the Borrower or any of its Subsidiaries incurred similar instrument drawn against insufficient funds in the ordinary course of business; (h) Indebtedness of the MLP or any Restricted Subsidiary consisting of the financing of insurance premiums; (i) Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests arising from agreements of the Borrower MLP or any direct Restricted Subsidiaries providing for indemnification, adjustment of purchase price, earnouts or indirect parent of the Borrower permitted by Section 7.06; (j) Indebtedness incurred by the Borrower or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Dispositionsimilar obligations, in each case, constituting indemnification obligations incurred or obligations in respect of purchase price (including customary earnouts) or other similar adjustments; (k) Indebtedness consisting of obligations of the Borrower or any of its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person assumed in connection with the Original Transactionsacquisition or disposition of any business, and Permitted Acquisitions assets or any other Investment expressly permitted hereunderSubsidiary; (li) Cash Management Obligations and other Indebtedness of any Person in respect existence on the date such Person becomes a Restricted Subsidiary as a result of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts in an acquisition by the ordinary course of business and MLP or any Guarantees thereof; Restricted Subsidiary or (mii) Indebtedness of the Borrower MLP or any Restricted Subsidiary incurred to finance the acquisition, construction, development, design or improvement of its Subsidiariesany assets (real or personal), including Capital Lease Obligations, mortgage financings, industrial revenue bonds, purchase money obligations, Disqualified Equity Interests, synthetic lease obligations and any Indebtedness assumed in an connection with the acquisition of any such assets (real or personal) or secured by a Lien on any such assets before the acquisition thereof; and any Permitted Refinancing thereof; provided that the aggregate principal amount that of Indebtedness outstanding at the any time of, and after giving effect to, the incurrence thereof, would permitted by this clause (j) shall not exceed the greater of (x) $75,000,000 110,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.5012% of Consolidated Total Net Tangible Assets (determined at the time of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan Parties; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by the Borrower or any of its Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof; (p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (q) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (i) Permitted Notes, the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iiiincurrence), (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (i) and (ii), Permitted Refinancings thereof; (s) Permitted Ratio Debt and any Permitted Refinancings thereof; (t) Indebtedness in respect of the Senior Notes and the Senior Unsecured Notes (including, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereof; (k) (i) Acquired Debt or (ii) Indebtedness incurred to finance an acquisition of Persons that are acquired by the MLP or any Restricted Subsidiary or merged into the MLP or a Restricted Subsidiary in accordance with the terms hereof, provided that, (x) in the case of Indebtedness incurred under clause (ii) of this Section 7.2(k), after giving effect to such acquisition and the Incurrence thereof (1) the Consolidated Leverage Ratio, calculated on a Pro Forma Basis, shall be equal to or less than the applicable Consolidated Leverage Ratio (including, if such acquisition would result in the occurrence of a Specified Acquisition Period, any adjustments in the Consolidated Leverage Ratio resulting from the occurrence of such Specified Acquisition Period) for the most recently ended Test Period set forth in Section 7.1(a) minus 0.25 (e.g., 4.00 shall be reduced to 3.75), (y) in the case of Indebtedness incurred under clause (i), such Indebtedness shall not be secured unless the Consolidated Senior Secured Debt Ratio, calculated on a Pro Forma Basis, would be no greater than 1.50 to 1.00 for the most recently ended Test Period and (z) in the case of Indebtedness incurred under clause (i) or (ii) of this Section 7.2(k) (1) the MLP is in compliance with Section 7.1 on a Pro Forma Basis and (2) no Event of Default shall have occurred and be continuing or would result therefrom and in each case, any Permitted Refinancing thereof; (l) Subordinated Debt in an aggregate principal amount not to exceed at any one time outstanding $25,000,000; (m) [reserved]; (n) Indebtedness of the MLP or any Restricted Subsidiary in connection with one or more standby or trade-related letters of credit, performance bonds, bid bonds, appeal bonds, bankers acceptances, insurance obligations, workers’ compensation claims, health or other types of social security benefits, surety bonds, completion guarantees or other similar bonds and obligations, including self-bonding arrangements, issued by the MLP or a Restricted Subsidiary in the ordinary course of business or pursuant to self-insurance obligations and in each case not in connection with the borrowing of money or the obtaining of advances; (o) Hedging Agreements of the MLP or any Restricted Subsidiary not entered into for speculation; (p) the incurrence by the MLP or Restricted Subsidiaries of liability in respect of Indebtedness of any Unrestricted Subsidiary of the MLP or any a partnership or joint venture that is not a Restricted Subsidiary, but only to the extent that such liability is the result of the MLP’s or any such Restricted Subsidiary’s being a general partner or member of, or owner of an equity interest in, such Unrestricted Subsidiary or partnership or joint venture and not as guarantor of such Indebtedness, not to exceed at any one time outstanding $25,000,000; (q) additional Indebtedness of the MLP or any of its Restricted Subsidiaries in an aggregate principal amount (for the MLP and all Restricted Subsidiaries) not to exceed the greater of (A) $50,000,000 and (B) 5.0% of Consolidated Net Tangible Assets (determined at the time of incurrence) at any time outstanding and any Permitted Refinancing thereof; and (ur) all premiums other Indebtedness of the MLP and its Restricted Subsidiaries so long as: (i) at the time of the incurrence or issuance of such Indebtedness, no Event of Default shall have occurred and be continuing or would result therefrom, (ii) the MLP is in compliance with Section 7.1 on a Pro Forma Basis after giving effect to such incurrence; provided that the Consolidated Leverage Ratio, calculated on a Pro Forma Basis, shall be equal to or less than the applicable Consolidated Leverage Ratio (including, if anysuch Indebtedness is incurred in connection with any acquisition that would result in the occurrence of a Specified Acquisition Period, any adjustments in the Consolidated Leverage Ratio resulting from the occurrence of such Specified Acquisition Period) for the most recently ended Test Period set forth in Section 7.1(a) minus 0.25 (e.g., 4.00 shall be reduced to 3.75), interest (including post-petition interest), fees, expenses, charges iii) such Indebtedness shall not mature nor have any scheduled amortization prior to the date that is one year after the Revolving Termination Date and additional or contingent interest on obligations described in clauses (aiv) through (t) above. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one terms of the categories documentation for such Indebtedness do not require the MLP or any of Indebtedness described in clauses (a) through (u) aboveits Restricted Subsidiaries to repurchase, the Borrower shall, in its sole discretion, classify and reclassify repay or later divide, classify or reclassify redeem such item of Indebtedness (or make an offer to do any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding under foregoing) upon the Loan Documents will at all times be deemed happening of any event (other than as a result of an event of default thereunder or pursuant to be outstanding customary “change of control” provisions or asset sale offers) prior to the Revolving Termination Date or subject to the payment in reliance only on full of the exception in clause (a) of Section 7.03Obligations.

Indebtedness. Neither the Borrower nor any of the Restricted Subsidiaries shall directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness of any Loan Party under the Loan Documents; (b) Indebtedness (i) outstanding on the Closing Date and listed on Schedule 7.03(b) and any Permitted Refinancing refinancing thereof and (ii) intercompany Indebtedness outstanding on the Closing Date and any refinancing thereof, of which any amount owed by a Restricted Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to an Intercompany Note; (c) Guarantees by the Borrower and any Restricted Subsidiary in respect of Indebtedness of the Borrower or any Restricted Subsidiary of the Borrower otherwise permitted hereunder; provided that (A) no Guarantee of any Mezzanine Debt or Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (d) Indebtedness of the Borrower or any Restricted Subsidiary owing to any Loan Party or any other Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Restricted Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness shall be evidenced by an Intercompany Note; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Restricted Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset and any Permitted Refinancing thereof in an aggregate amount not to exceed the greater of (x) $30,000,000 and (y) 2.25% of Consolidated Total Assets of the Borrower and its Subsidiaries (together with any Permitted Refinancing Refinancings thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any of the foregoing; (f) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Restricted Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereofpurposes; (g) Indebtedness of the Borrower or any Restricted Subsidiary (A) assumed in connection with any Permitted Acquisition, provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, and any Permitted Refinancing thereof or (B) incurred to finance a Permitted Acquisition and any Permitted Refinancing thereof; provided that (xw) in the case of clauses (A) and (B), such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof) incurred pursuant to clause (A) in an aggregate principal outstanding not to exceed $75,000,000 and Liens securing Indebtedness incurred pursuant to clause (A) permitted by Section 7.01(bb)), (x) in the case of clauses (A) and (y) B), both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Borrower and its the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.117.11 and (y) in the case of any such incurred Indebtedness under clause (B), such Indebtedness matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the seventh anniversary of the Closing Date; provided, further, that the amount of Indebtedness incurred by Restricted Subsidiaries that are not Loan Parties under this Section 7.03(g) shall not exceed $50,000,000 in the aggregate; (h) Indebtedness representing deferred compensation to employees of the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (i) Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent of the Borrower permitted by Section 7.06; (j) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including customary earnouts) or other similar adjustments; (k) Indebtedness consisting of obligations of the Borrower or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder; (l) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereofbusiness; (m) Indebtedness of the Borrower or any of its Restricted Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan Parties125,000,000; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof; (p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (q) Indebtedness constituting the Mezzanine Debt and any Permitted Refinancing thereof; (r) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (i) Permitted Notes in an aggregate principal amount, when aggregated with the amount of Incremental Term Loans and Revolving Commitment Increases pursuant to Section 2.14, not to exceed $150,000,000, (ii) to the extent Permitted Notes may not be issued in reliance on the foregoing subclause (i), Permitted Notes that are secured on a pari passu basis with the Obligations in an aggregate principal amount that would not cause the First Lien Secured Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), as if such Permitted Notes had been outstanding on the last day of such four quarter period, to exceed 2.75 to 1.00, (iii) Permitted Notes, the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), (iiiv) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iiiv) in the case of Permitted Notes incurred under any of the foregoing clauses (i), (ii), (iii) and (iiiv), Permitted Refinancings thereof; (s) Permitted Ratio Debt and any Permitted Refinancings thereof; (t) Indebtedness in respect of the Senior Notes and the Senior Unsecured Notes (including, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereof; and (ut) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (ts) above. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (ut) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that (i) all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance only on the exception in clause (a) of Section 7.03, and (ii) all Indebtedness constituting Mezzanine Debt will be deemed to be outstanding in reliance only on the exception in clause (q) of Section 7.03.

Indebtedness. (a) Neither Holdings nor the Borrower will, nor will they permit any of the Subsidiaries shall directly or indirectlyRestricted Subsidiary to, create, incur, assume or suffer permit to exist any Indebtedness, except: (ai) (x) Indebtedness of any Loan Party created under the Loan Documents;Documents and (y) Indebtedness owing to Select Medical Holdings or its subsidiaries incurred in connection with the Transactions, (bii) Indebtedness in respect of the New Unsecured Notes and any Permitted Refinancing thereof, (iiii) outstanding Indebtedness existing on the Closing Date not to exceed $2,500,000 and listed on Schedule 7.03(b) and any Permitted Refinancing thereof and (ii) intercompany other Indebtedness outstanding existing on the Closing Date set forth in Schedule 6.01 and, in each case, any Permitted Refinancing thereof, (iv) Indebtedness of Holdings owed to any Restricted Subsidiary and of any refinancing thereof, of which Restricted Subsidiary owed to Holdings or any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Noteother Restricted Subsidiary; provided that all such Indebtedness of any Loan Party owed to any Restricted Subsidiary that is not a Non-Loan Party shall be unsecured and subordinated to the Obligations pursuant on terms reasonably satisfactory to an Intercompany Note;the Administrative Agent and Indebtedness of any Restricted Subsidiary that is a Non-Loan Party owed to any Loan Party shall be subject to the cap set forth in Section 6.04(d); provided, further, that Indebtedness owed to any Captive Insurance Subsidiary shall only be subordinated to the extent permitted by applicable laws or regulations, (cv) Guarantees by the Borrower and any Subsidiary in respect Holdings of Indebtedness of the Borrower any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of Holdings or any Subsidiary of the Borrower otherwise permitted hereunderother Restricted Subsidiary; provided that (A) no Guarantee of any Junior Financing or any Permitted Refinancing thereof shall be the Indebtedness so Guaranteed is permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and by this Section 6.01, (B) if Guarantees permitted under this clause (v) shall be subordinated to the Obligations of Holdings or the applicable Restricted Subsidiary to the same extent and on the same terms as the Indebtedness being so Guaranteed is subordinated to the Obligations and (C) except in the case of Foreign Subsidiaries that provide Guarantees of Indebtedness of other Foreign Subsidiaries, no Restricted Subsidiary shall Guarantee any Indebtedness unless it is a Subsidiary Loan Party, (vi) Indebtedness (including Attributable Indebtedness) of Holdings or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations, and any Indebtedness assumed by Holdings or any Restricted Subsidiary in connection with the acquisition of any such Guarantee shall be subordinated assets or secured by a Lien on any such assets prior to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (d) Indebtedness of the Borrower or any Subsidiary owing to any Loan Party or any other Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02acquisition thereof, and Permitted Refinancings thereof; provided that all (A) such Indebtedness shall be evidenced by an Intercompany Note; (iother than Permitted Refinancings) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset is incurred by the Borrower or any Subsidiary prior to or within 270 180 days after such acquisition or the acquisition, construction, repair, replacement, lease completion of such construction or improvement and (B) the aggregate principal amount of Indebtedness permitted by this clause (vi) shall not (except as permitted by the applicable asset and definition of “Permitted Refinancing”) exceed at any Permitted Refinancing thereof in an aggregate amount not to exceed time outstanding the greater of (x) $30,000,000 87,500,000 and (y) 2.25and 25.0% of Consolidated Total Assets EBITDA for the most recently ended Test Period as of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any of the foregoing;incurrence, (fvii) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereof; (gx) Indebtedness of the Borrower Holdings or any Restricted Subsidiary assumed in connection with any Permitted Acquisition and not created in contemplation thereof or (y) Permitted Debt incurred to finance a Permitted Acquisition, ; provided that after giving Pro Forma Effect to such Permitted Acquisition and the assumption or incurrence of such Indebtedness incurred or assumed pursuant to this clause (vii): (A) if such Indebtedness ranks pari passu in right of security with the Obligations, the First Lien Net Leverage Ratio does not exceed 5.00:1.00, (B) if such Indebtedness ranks junior in right of security with the Obligations, the Secured Net Leverage Ratio does not exceed 6.00:1.00, or (C) if such Indebtedness is not incurred in contemplation of such Permitted Acquisitionunsecured, and any Permitted Refinancing thereof; provided that either (x) such Indebtedness the Total Net Leverage Ratio does not exceed 6.50:1.00 or (y) the Fixed Charge Coverage Ratio is not less than 2.00:1.00, and all Indebtedness resulting from in each case, subject to compliance with the Financial Covenant on a Permitted Refinancing thereof is unsecured Pro Forma Basis and, in the case of clauses (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)x) and (y) both immediately prior and after giving effect thereto, of this clause (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefromvii), and (2) the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11; (h) any Permitted Refinancing of any such Indebtedness; provided that any such Indebtedness representing deferred compensation to employees of the Borrower or any of its Subsidiaries incurred a Non-Loan Party does not exceed in the ordinary course of business; (i) Indebtedness to current or former officersaggregate at any time outstanding, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower or together with any direct or indirect parent of the Borrower permitted by Section 7.06; (j) Indebtedness incurred by the Borrower or any a Non-Loan Party pursuant to clause (xvi) of its Subsidiaries in a Permitted Acquisitionthis Section 6.01, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including customary earnouts) or other similar adjustments; (k) Indebtedness consisting of obligations of the Borrower or any of its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder; (l) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereof; (m) Indebtedness of the Borrower or any of its Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 70,000,000 and 2.5020.0% of Consolidated Total Assets EBITDA for the most recently ended Test Period, in each case determined at such time of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan Partiesincurrence; (nviii) Indebtedness consisting of owed to any Person (a) the financing of insurance premiums or (b) take-or-pay including obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by the Borrower or any of its Subsidiaries in respect of letters of credit, bank guarantees, bankerscredit for the benefit of such Person) providing workers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claimscompensation, health, disability or other employee benefits or property, casualty or liability insurance pursuant to reimbursement or self-insurance or other Indebtedness with respect indemnification obligations to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations such Person, in respect thereof are reimbursed within 30 days following each case incurred in the due date thereof;ordinary course of business, (pix) obligations Indebtedness of Holdings or any Restricted Subsidiary in respect of performanceperformance bonds, bidbid bonds, appeal and bonds, surety bonds and bonds, performance and completion guarantees and similar obligations provided by the Borrower or any of its Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related theretoobligations, in each case provided in the ordinary course of business or consistent with past practice;business, (qx) Indebtedness supported of any Loan Party pursuant to Swap Agreements permitted by Section 6.07, (xi) with respect to Holdings, Qualified Holdings Discount Debt; provided that, other than with respect to any additional principal amounts resulting from the accrual of pay-in-kind interest, (A) such Indebtedness may only be issued or incurred to the extent that after giving effect to the incurrence of such additional Indebtedness on a Letter Pro Forma Basis, the Total Net Leverage Ratio does not exceed 6.00 to 1.00 and (B) no Default has occurred and is continuing or would result therefrom, (xii) Indebtedness representing deferred compensation to employees of CreditHoldings and the Restricted Subsidiaries incurred in the ordinary course of business, (xiii) Indebtedness in respect of promissory notes issued to physicians, consultants, employees or directors or former employees, consultants or directors in connection with repurchases of Equity Interests permitted by Section 6.08(a)(iii), (xiv) Indebtedness of any Foreign Subsidiary or any Non-Loan Party, collectively, in a principal an amount not to exceed the face amount exceed, together with any Indebtedness incurred by a Non-Loan Party pursuant to clause (vii) of such Letter of Credit;this Section 6.01, $87,500,000 at any time outstanding, (ixv) Permitted NotesRefinancing Debt Securities, the Net Proceeds of which are applied to prepay Term Loans in connection with Section 2.11 and any Permitted Refinancing thereof, (xvi) (a) Permitted Debt, provided that (i) (x) if such Indebtedness is secured by Liens ranking pari passu with the permanent repayment Liens securing the Obligations, the First Lien Net Leverage Ratio does not exceed 5.00:1.00, (y) if such Indebtedness is secured by Liens ranking junior to the Liens securing the Obligations, the Secured Net Leverage Ratio does not exceed 6.00:1.00, and (z) if such Indebtedness is unsecured, either (1) the Total Net Leverage Ratio does not exceed 6.50:1.00 or (2) the Fixed Charge Coverage Ratio is not less than 2.00:1.00, in each case, determined on a Pro Forma Basis after giving effect to such assumption or incurrence and the use of proceeds thereof; and any Permitted Refinancing thereof and (ii) in each case, subject to compliance with the Financial Covenant on a Pro Forma Basis; and (b) other Permitted Debt in an aggregate principal amount pursuant to this subclause (b), when aggregated with the Free and Clear Usage Amount at such time, not to exceed the sum of (i) the greater of (x) $400,000,000 and (y) 100.0% of Consolidated EBITDA for the most recently ended Test Period plus (ii) the principal amount of any voluntary prepayments of Term Loans or Revolving Loans, to the extent accompanied by a permanent reduction in the Revolving Commitments, and any Permitted Refinancing thereof, (xvii) the incurrence by Holdings or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is extinguished within five (5) Business Days, (xviii) the incurrence of Indebtedness arising from agreements of Holdings or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, holdback, contingency payment obligations or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition of any business, assets or capital stock of Holdings or any Restricted Subsidiary, (xix) the incurrence of Indebtedness resulting from endorsements of negotiable instruments for collection in the ordinary course of business, (xx) Indebtedness of Holdings or a Restricted Subsidiary in respect of netting services, overdraft protection and otherwise in connection with deposit accounts; provided that such Indebtedness remains outstanding for 10 Business Days or less, (xxi) Indebtedness in the amount of Net Proceeds actually received by Holdings from the issuance by Holdings of any Equity Interests (or capital contribution in respect thereof) after the Closing Date other than pursuant to Section 2.05(b)(iii)the Cure Right or proceeds received in connection with the Initial Public Offering or to the extent Otherwise Applied, and (iixxii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined the incurrence or issuance by Holdings or any of its Restricted Subsidiaries of additional Indebtedness in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a an aggregate principal amount not to exceed the amount greater of Term Loans exchanged $300,000,000 and 75.0% of Consolidated EBITDA for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon most recently ended Test Period at the effectiveness time of such exchange, and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (i) and (ii), Permitted Refinancings thereof;incurrence. (sb) Permitted Ratio Debt and any Permitted Refinancings thereof; (t) Indebtedness in respect of the Senior Notes and the Senior Unsecured Notes (including, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereof; and (u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) above. For purposes of determining compliance with this Section 7.036.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in clauses (aSection 6.01(a)(i) through (uxxi) above, the Borrower shallBorrower, in its sole discretion, will classify and reclassify or later divide, classify or may subsequently reclassify such item of Indebtedness (or any portion thereof) in any one or more of the types of Indebtedness described in 6.01(a)(i) through (xxi) above and will only be required to include the amount and type of such Indebtedness in one or more such of the above clausesclauses as determined by the Borrower at such time; provided that all Indebtedness outstanding under that originally reduced the Loan Documents Free and Clear Usage Amount at the time of incurrence may not be reclassified. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in 6.01(a)(i) through (xxii) above. (c) For purposes of determining compliance with any dollar-denominated restriction on the incurrence of Indebtedness, the dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable dollar-denominated restriction to be exceeded if calculated at all times the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, 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 the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount of fees, underwriting discounts, premiums (including tender premiums) and other costs and expenses (including OID) incurred in connection with such refinancing. (d) The accrual of interest, the accretion or amortization of OID, the payment of interest in the form of additional Indebtedness with the same terms, shall not be deemed to be outstanding in reliance only on the exception in clause (a) an incurrence of Indebtedness for purposes of this Section 7.036.01.

Indebtedness. Neither the Borrower nor any of the Subsidiaries shall directly or indirectlyCreate, createissue, incur, assume assume, or suffer to exist any Indebtedness, except: (a) Indebtedness of Holdings, the Borrowers or any Subsidiary Guarantor pursuant to any Loan Party under Document or Hedge Agreements (including the Loan DocumentsNew Term Loans or Other Term Loans); (b) Indebtedness (i) outstanding on of the Closing Date and listed on Schedule 7.03(b) and Borrowers to any Permitted Refinancing thereof and of its Restricted Subsidiaries, (ii) intercompany Indebtedness outstanding on the Closing Date and any refinancing thereof, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness of any Loan Party owed Subsidiary Guarantor to the Borrowers or any Restricted Subsidiary or (iii) of any Non-Guarantor Subsidiary to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to an Intercompany Note; (c) Guarantees by the Borrower and any Subsidiary in respect of Indebtedness of the Borrower or any Subsidiary of the Borrower otherwise permitted hereunderother Non-Guarantor Subsidiary; provided that (Ax) no Guarantee of any Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination case of such Indebtedness; (d) Indebtedness of the Borrower or any Subsidiary owing to any Loan Party or any other Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all , such Indebtedness shall be evidenced by an Intercompany Note; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease one or improvement of a fixed or capital asset incurred by more promissory notes that are pledged to the Borrower or any Subsidiary prior to or within 270 days after Administrative Agent for the acquisition, construction, repair, replacement, lease or improvement benefit of the applicable asset Secured Parties pursuant to the Guarantee and any Permitted Refinancing thereof in an aggregate amount not to exceed the greater of (x) $30,000,000 Collateral Agreement and (y) 2.25% in the case of Consolidated Total Assets any Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Subsidiary Guarantor, (A) such Indebtedness shall be on subordination terms reasonably satisfactory to the Administrative Agent and (B) such Indebtedness shall be otherwise permitted under the provisions of the Borrower and its Subsidiaries Section 7.7; (c) (i) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted by Section 7.3(g) in an aggregate principal amount not to exceed, together with any Permitted Amendment or Refinancing thereofreferred to in the following clause (iii) hereof, $10,000,000 at any one time outstanding, ; (ii) Attributable Indebtedness arising out of sale-sale and leaseback transactions permitted by Section 7.05(m) 7.10; and (iii) any Permitted Refinancing Amendment or Refinancings of any of the foregoing; (d) Indebtedness outstanding on the date hereof and listed on Schedule 7.2(d) and any Permitted Amendment or Refinancings thereof; (e) Guarantee Obligations (i) by a Borrower or any of its Restricted Subsidiaries of obligations of a Borrower or any Subsidiary Guarantor (ii) by any Non-Guarantor Subsidiary of obligations of any Non-Guarantor Subsidiary or (iii) by Holdings of lease obligations of a Borrower or of a Restricted Subsidiary; (f) Indebtedness of Non-Guarantor Subsidiaries in respect of Swap Contracts designed to hedge against the Borrower’s or any Subsidiary’s exposure to interest rateslocal lines of credit, foreign exchange rates or commodities pricing risks incurred letters of credit, bank guarantees, factoring arrangements, sale/leaseback transactions and similar extensions of credit in the ordinary course of business and not for speculative purposes and Guarantees thereofto exceed, at any one time outstanding, an aggregate principal amount equal to $5,000,000; (g) Indebtedness of the Borrowers or any of their Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by the Borrowers or such Restricted Subsidiary in the ordinary course of business against insufficient funds, so long as such Indebtedness is promptly repaid; (i) Indebtedness of any Non-Guarantor Subsidiary to a Borrower or any Subsidiary assumed Guarantor and (ii) Guarantee Obligations of a Borrower or any Subsidiary Guarantor of Indebtedness of any Non-Guarantor Subsidiaries, in an aggregate principal amount for all such Indebtedness and, without duplication, Guarantee Obligations not to exceed, together with any Investments under Section 7.7(r), $5,000,000 at any one time outstanding; (i) additional Indebtedness of the Borrowers or any of their Restricted Subsidiaries in an aggregate principal amount (for the Borrowers and all Restricted Subsidiaries) not to exceed $10,000,000 at any one time outstanding; provided that up to $5,000,000 of such indebtedness may be secured by Liens permitted by Section 7.3(u); (j) Indebtedness under a Permitted Seller Note issued as consideration in connection with an acquisition permitted under Section 7.7(f), in an aggregate principal amount not to exceed, together with any Permitted AcquisitionAmendment or Refinancing referred to in this clause (j), provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition$10,000,000 at any one time outstanding, and any Permitted Amendment or Refinancing thereof; provided that (x) any such Indebtedness shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent; (k) Indebtedness of the Borrowers or any of their Restricted Subsidiaries in respect of workers’ compensation claims, health, disability or other employee benefits, property casualty or liability insurance, take-or-pay obligations in supply arrangements, self-insurance obligations, performance, bid and all surety bonds and completion guaranties, in each case in the ordinary course of business; (l) Indebtedness resulting incurred by the Borrowers or any of its Restricted Subsidiaries arising from a Permitted Refinancing thereof is unsecured (except agreements providing for Liens indemnification or adjustment of purchase price or similar obligations in any case incurred in connection with an acquisition or other Investment permitted by Section 7.01(w7.7(f) securing or the disposition of any business, assets or Restricted Subsidiary; (m) unsecured, senior, senior subordinated or subordinated Indebtedness of Holdings or the Borrowers (together with including guarantees thereof by any Subsidiary Guarantor) (such Indebtedness and/or guarantees incurred under this clause (m) or any Permitted Refinancings thereofAmendment or Refinancing thereof being collectively referred to as the “Junior Indebtedness”); provided that (i) no scheduled principal payments, prepayments, redemptions or sinking fund or like payments of any Junior Indebtedness shall be required prior to the date at least 180 days after the then Latest Maturity Date), (ii) the terms of any Junior Indebtedness shall be usual and customary for high yield securities, (iii) no Default or Event of Default shall have occurred and be continuing at the time of incurrence of such Indebtedness or would result therefrom, (iv) in the case of Junior Indebtedness that is subordinated Indebtedness, the terms of subordination applicable to any Junior Indebtedness shall be reasonably satisfactory to the Administrative Agent and shall, in any event, define “senior indebtedness” or a similar phrase for purposes thereof to include all of the Obligations of the Loan Parties, and (yv) both at the time such Indebtedness was incurred, and immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom (other the Consolidated Net Total Leverage Ratio for the Most Recently Ended period of four consecutive fiscal quarters of Holdings is not greater than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants ratio set forth in Section 7.117.1 that is applicable at such time, less 0.25 to 1.00; (hn) Indebtedness representing deferred compensation to employees of the Borrower Borrowers or any Subsidiary Guarantor as an account party in respect of its Subsidiaries incurred trade letters of credit issued in the ordinary course of business; (i) Indebtedness of any Person that becomes a Restricted Subsidiary as part of a Permitted Acquisition or any Investment permitted by Section 7.7 after the Closing Date; provided that (A) such acquired Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary (except to the extent such acquired Indebtedness refinanced (and did not increase principal (except for accrued interest and premium (including tender premiums and make whole amounts) thereon plus other reasonable and customary fees and expenses (including upfront fees, original issue discount and defeasance costs) or shorten maturity during the term of this Agreement) other Indebtedness to facilitate such entity becoming a Restricted Subsidiary), and (B) the aggregate principal amount of Indebtedness permitted by this clause (o)(i) shall not at any one time outstanding exceed, together with any Permitted Amendment or Refinancing referred to in the following clause (ii) hereof, $5,000,000; and (ii) any Permitted Amendment or Refinancing thereof; (p) [reserved]; (q) [reserved]; (r) Indebtedness consisting of promissory notes issued by a Borrower or any Guarantor to current or former officers, managers, consultants, consultants and directors and or employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests Capital Stock of the Borrower Holdings issued in lieu of cash payment; provided that such purchase or any direct or indirect parent of the Borrower redemption is permitted by under Section 7.067.6(g); (j) Indebtedness incurred by the Borrower or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including customary earnouts) or other similar adjustments; (k) Indebtedness consisting of obligations of the Borrower or any of its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder; (l) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereof; (ms) Indebtedness of the Borrower Borrowers or any of its Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan Parties; (n) Indebtedness Restricted Subsidiary consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (ot) Indebtedness incurred by the Borrower or any of its Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof; (p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case guaranties in the ordinary course of business or consistent with past practice; (q) Indebtedness supported by a Letter of Creditthe obligations of suppliers, in a principal amount not to exceed customers, franchisees and licensees of the face amount of such Letter of CreditBorrowers and their Restricted Subsidiaries; (i) Permitted Notes, Indebtedness of the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” Borrowers (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans herein and in the ABL Facility) or a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent Loan Party (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, as defined herein and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (iABL Facility) and (ii), Permitted Refinancings thereof; (s) Permitted Ratio Debt and any Permitted Refinancings thereof; (t) Indebtedness in respect of the Senior Notes and ABL Facility; provided that the Senior Unsecured Notes principal amount of the Indebtedness outstanding at any time pursuant to this clause (includingu)(i) shall not exceed, in each case, any guarantees thereof) and, in each case, together with any Permitted Amendment or Refinancing referred in the following clause (ii) hereof, $50,000,000 (and if exercised, an additional $20,000,000 under the incremental portion of the ABL Facility); and (ii) any Permitted Amendment or Refinancing thereof; and (uv) all premiums (if any), interest (including postIndebtedness consisting of earn-petition interest), fees, expenses, charges outs and additional similar deferred consideration in consideration in connection with a Permitted Acquisition or contingent interest on obligations described other Investment permitted by Section 7.7 in clauses (a) through (t) above. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than aggregate amount outstanding at any one of the categories of Indebtedness described in clauses (a) through (u) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required time not to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance only on the exception in clause (a) of Section 7.03exceed $10,000,000.

Indebtedness. Neither the Borrower nor (a) The Parent shall not, and shall not permit any of the its Restricted Subsidiaries shall to, directly or indirectly, createIncur any Indebtedness (including Acquired Debt); provided, incurhowever, assume or suffer that the Parent and any of its Restricted Subsidiaries may Incur Indebtedness (including Acquired Debt) if the Fixed Charge Coverage Ratio of the Parent and its Restricted Subsidiaries (on a consolidated basis) for the Parent’s most recently ended four full Fiscal Quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred would have been at least 2.0 to exist any Indebtedness1.0, except: determined on a pro forma basis (a) including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred at the beginning of any Loan Party under the Loan Documents;such four-quarter period. (b) Indebtedness Section 7.3(a) shall not prohibit the Incurrence of any of the following items (collectively, “Permitted Debt”): (i) outstanding on the Closing Date and listed on Schedule 7.03(b) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on Incurrence by the Closing Date and any refinancing thereofParent, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to an Intercompany Note; (c) Guarantees by the Borrower and any of the Subsidiary Guarantors of Indebtedness (and Guaranties in respect of Indebtedness of of) under the Borrower Senior Credit Facilities and under one or any Subsidiary of the Borrower otherwise permitted hereunder; provided that more other Debt Facilities (Aeach, an “Incremental Facility”) no Guarantee of any Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (d) Indebtedness of the Borrower or any Subsidiary owing to any Loan Party or any other Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness shall be evidenced by an Intercompany Note; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset and any Permitted Refinancing thereof in an aggregate principal amount at any one time outstanding under this Section 7.3(b)(i) not to exceed the greater of (xi) $30,000,000 1,650,000.000 and (yii) 2.25the sum of $500,000,000 and 25% of the Parent’s Consolidated Total Assets Tangible Assets; provided that each term loan Incremental Facility (each an “Incremental Term Facility”) shall be a Permitted Incremental Facility; (ii) the Incurrence by the Parent and its Restricted Subsidiaries of the Existing Indebtedness; (iii) the Incurrence of Indebtedness represented by the Senior Notes and any Guaranties of such Indebtedness by the Borrower and or a Subsidiary Guarantor; (iv) the Incurrence by the Parent or any of its Restricted Subsidiaries (together with of Indebtedness represented by Capitalized Lease Obligations, mortgage financings, industrial revenue bonds, purchase money obligations or other Indebtedness, in each case, Incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of the Parent or any of its Restricted Subsidiaries, in each case whether through the direct purchase of such assets or through the purchase of Equity Interests of any Person owning such assets, in an aggregate principal amount, including all Permitted Refinancing thereofIndebtedness Incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness Incurred pursuant to this clause (iv), not to exceed the greater of (i) $300,000,000 and (ii) 10% of the Parent’s Consolidated Tangible Assets at any time outstanding; (v) the Incurrence by the Parent or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge, in whole or in part, any Indebtedness (other than intercompany Indebtedness) that was permitted to be Incurred under Section 7.3(a) or Section 7.3(b)(ii), (iiiii), this clause (v) Attributable or (x); (vi) the Incurrence by the Parent or any of its Restricted Subsidiaries of intercompany Indebtedness arising out between or among the Parent and any of sale-leaseback transactions its Restricted Subsidiaries; provided, however, that: (A) if the Borrower is the obligor on such Indebtedness and the payee is not a Guarantor, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Term Loan Obligations then due; (B) if a Guarantor is the obligor on such Indebtedness and the payee is not the Borrower or a Guarantor, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Term Loan Obligations then due; and (C) (1) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being beneficially held by a Person other than the Parent or a Restricted Subsidiary of the Parent or (2) any sale or other transfer of any such Indebtedness to a Person that is not either the Parent or a Restricted Subsidiary of the Parent will be deemed, in each case, to constitute an Incurrence (as of the date of such issuance, sale or transfer) of such Indebtedness by the Parent or such Restricted Subsidiary, as the case may be, that was not permitted by this Section 7.05(m7.3(b)(vi); (vii) and (iii) any Permitted Refinancing of the issuance by any of the foregoingParent’s Restricted Subsidiaries to the Parent or to any of its Restricted Subsidiaries of shares of Preferred Stock; provided, however, that: (A) any subsequent issuance or transfer of Equity Interests that results in any such Preferred Stock being held by a Person other than the Parent or a Restricted Subsidiary of the Parent; and (B) any sale or other transfer of any such Preferred Stock to a Person that is not either the Parent or a Restricted Subsidiary of the Parent, will be deemed, in each case, to constitute an issuance of such Preferred Stock by such Restricted Subsidiary that was not permitted by this Section 7.3(b)(vii); (fviii) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s Incurrence by the Parent or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business and not for speculative purposes and Guarantees thereofpurposes; (gix) any Guaranty of Indebtedness of the Borrower Parent or any a Restricted Subsidiary assumed in connection with any Permitted Acquisitionto the extent that the Guarantied Indebtedness was permitted to be incurred by another provision of this Section 7.3, provided that if the Indebtedness being Guarantied is subordinated or pari passu with the Term Loan Obligations, any such Guaranty must be subordinated or pari passu, as applicable, to the same extent as the Indebtedness is not incurred in contemplation of such Permitted Acquisition, and any Permitted Refinancing thereof; provided that Guarantied; (x) such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and (y) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11Indebtedness; (hxi) Indebtedness representing deferred compensation to employees of the Borrower or any of its Subsidiaries incurred in the ordinary course of business; (i) Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent of the Borrower permitted by Section 7.06; (j) Indebtedness incurred by the Borrower or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including customary earnouts) or other similar adjustments; (k) Indebtedness consisting of obligations of the Borrower or any of its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder; (l) Cash Management Obligations and other Indebtedness in respect of netting servicesworkers’ compensation claims, automatic clearinghouse arrangementspublic liability insurance, overdraft protections and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereof; (m) Indebtedness of the Borrower unemployment insurance, property, casualty or any of its Subsidiariesliability insurance, in an aggregate principal amount that at the time ofself-insurance obligations or completion, and after giving effect toperformance, the incurrence thereofbid performance, would not exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan Parties; (n) Indebtedness consisting of (a) the financing of insurance premiums appeal or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by the Borrower or any of its Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created surety bonds in the ordinary course of business, including in Guaranties (not for borrowed money) or obligations with respect to letters of workers credit supporting such workers’ compensation claims, healthpublic liability insurance, disability or other employee benefits or unemployment insurance, property, casualty or liability insurance or insurance, self-insurance obligations or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereofcompletion, performance, bid performance, appeal or surety bonds; (pxii) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided the Incurrence by the Borrower Parent or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or obligations in respect other financial institution of letters of credita check, bank guarantees draft or similar instruments related thereto, in each case instrument drawn against insufficient funds in the ordinary course of business or consistent with past practicebusiness, provided, however, that such Indebtedness is extinguished within five Business Days of Incurrence; (qxiii) Indebtedness supported of the Parent or any of its Restricted Subsidiaries consisting of the financing of insurance premiums; (xiv) Indebtedness of the Parent or any of its Restricted Subsidiaries in respect of Treasury Management Arrangements, Incurred in the ordinary course of business; and (xv) the Incurrence by a Letter the Parent or any of Credit, its Restricted Subsidiaries of additional Indebtedness in a an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness Incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness Incurred pursuant to this clause (xv), not to exceed the face amount greater of (A) $150,000,000 and (B) 5.0% of the Parent’s Consolidated Tangible Assets determined as of the date of such Letter of Credit;Incurrence. (ic) Permitted Notes, the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (i) and (ii), Permitted Refinancings thereof; (s) Permitted Ratio Debt and any Permitted Refinancings thereof; (t) Indebtedness in respect of the Senior Notes and the Senior Unsecured Notes (including, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereof; and (u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) above. For purposes of determining compliance with this Section 7.037.3, in the event that an item of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock meets the criteria of more than one of the categories of Indebtedness Permitted Debt described in clauses (aSections 7.3(b)(i) through (uxv) above, or is entitled to be Incurred pursuant to Section 7.3(a), the Borrower shall, in its sole discretion, Parent will be permitted to divide and classify and reclassify or later divide, classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock, as applicable, on the date of its Incurrence, or later re-divide and reclassify all or a portion of such item of Indebtedness, Disqualified Stock or Preferred Stock, as applicable, in any manner that complies with this Section 7.3. Indebtedness under Debt Facilities (or including the Senior Credit Facilities, but excluding the Senior Notes and any portion thereofGuaranties of Indebtedness under the Senior Notes) outstanding on the Funding Date will be deemed to have been Incurred on such date in reliance of Section 7.3(b)(i) and will only not Section 7.3(a) or Section 7.3(b)(ii), and may not later be required to include reclassified. The accrual of interest or Preferred Stock dividends, the amount and type accretion or amortization of such original issue discount, the payment of interest on any Indebtedness in one the form of additional Indebtedness with the same terms, the reclassification of Preferred Stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Preferred Stock or more Disqualified Stock in the form of additional shares of the above clauses; provided that all Indebtedness outstanding under the Loan Documents same class of Preferred Stock or Disqualified Stock will at all times not be deemed to be outstanding an Incurrence of Indebtedness or an issuance of Preferred Stock or Disqualified Stock for purposes of this Section 7.3; provided, in reliance only each such case, that the amount thereof is included in Fixed Charges of the Parent as accrued. Further, the reclassification of any lease or other liability of the Parent or any of its Restricted Subsidiaries as Indebtedness due to a change of accounting principles after the Funding Date will not be deemed an Incurrence of Indebtedness for purposes of this covenant. In addition, for purposes of determining any particular amount of Indebtedness under this covenant, Guaranties or Liens supporting Indebtedness otherwise included in the determination of such particular amount shall not be included so long as incurred by a Person that could have Incurred such Indebtedness. (d) For purposes of determining compliance with any U.S. dollar-denominated restriction on the exception Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in clause (a) a foreign currency shall be utilized, calculated based on the relevant currency Exchange Rate in effect on the date such Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-dominated restriction to be exceeded if calculated at the relevant currency Exchange Rate in effect on the date of such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this Section 7.037.3, the maximum amount of Indebtedness that the Parent or any Restricted Subsidiary may Incur pursuant to this Section 7.3 shall not be deemed to be exceeded solely as a result of fluctuations in Exchange Rates or currency values. The principal amount of any Permitted Refinancing Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency Exchange Rate applicable to the currencies in which such Permitted Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

Indebtedness. Neither the Borrower nor No Credit Party shall, and no Credit Party shall suffer or permit any of the its Restricted Subsidiaries shall directly or indirectlyto, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness of the Borrower and any Loan Party of its Restricted Subsidiaries under the Loan DocumentsDocuments (including pursuant to any amendment in connection with an Incremental Facility, any Extension or Extension Offer, any Permitted Repricing Amendment or any other amendment entered into from time to time in accordance with the terms hereof); (b) [Reserved]; (c) Indebtedness (i) outstanding on as of the Closing Date and listed (provided, that, any Indebtedness in excess of $20,000,000 individually shall only be permitted to the extent such Indebtedness is set forth on Schedule 7.03(b5.3(c)) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Closing Date and any refinancing thereof, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to an Intercompany Note; (cd) Guarantees by Guarantee Obligations of the Borrower and any Subsidiary its Restricted Subsidiaries in respect of Indebtedness of the Borrower or any Subsidiary of the Borrower its Restricted Subsidiaries otherwise permitted hereunderhereunder (except that an Immaterial Subsidiary may not, by virtue of this Section 5.3(d), guarantee Indebtedness that such Immaterial Subsidiary could not otherwise incur under this Section 5.3); provided that (A) no Guarantee of any Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) that, if the Indebtedness being Guaranteed guaranteed is subordinated to the Obligations, such Guarantee Obligation shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (de) Indebtedness of the Borrower or any Subsidiary of its Restricted Subsidiaries owing to any Loan Party the Borrower or any other Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.025.2; provided that all such Indebtedness of any Credit Party owed to any Person that is not a Credit Party shall be evidenced by an Intercompany Notesubject to subordination terms reasonably acceptable to Agent; (i) Attributable Indebtedness Capital Lease Obligations and other Indebtedness (including Capitalized Capital Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred concurrently with or within one hundred and eighty (180) days after the applicable asset and any Permitted Refinancing thereof in an aggregate amount not to exceed the greater of (x) $30,000,000 acquisition, construction, repair, replacement or improvement, and (y) 2.25% of Consolidated Total Assets of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clause (i); and provided further that the aggregate principal amount of Indebtedness (including without limitation Capital Lease Obligations) under this Section 5.3(f) does not exceed the foregoinggreater of (A) $70,000,000 and (B) 13.5% of LTM EBITDA at any time outstanding; (fg) Indebtedness in respect of Swap Rate Contracts designed to hedge against the Borrower’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereofpurposes; (gh) Indebtedness of the Borrower or any Subsidiary assumed in connection with any Permitted Acquisition, Acquisition or Investment permitted under Section 5.2; provided that (i) such Indebtedness is was not incurred in contemplation of such Permitted Acquisition, and any Permitted Refinancing thereof; provided that (x) such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) Acquisition or Investment and (yii) both immediately prior and after giving effect thereto, the aggregate amount of such assumed Indebtedness does not exceed the greater of (1A) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), $70,000,000 and (2B) the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.1113.5% of LTM EBITDA at any time outstanding; (hi) Indebtedness representing deferred compensation to employees of the Borrower (or any direct or indirect parent of the Borrower) and its Restricted Subsidiaries incurred in the ordinary course Ordinary Course of businessBusiness or approved by the board of directors or managers or sole member, as applicable, of the Borrower in their reasonable business judgment; (ij) Indebtedness to current or former officers, directors, partners, managers, consultants, directors consultants and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower Stock or any direct or indirect parent Stock Equivalents of the Borrower permitted by Section 7.065.6 in an aggregate principal amount not to exceed the greater of (i) $25,000,000 and (ii) 5.0% of LTM EBITDA at any one time outstanding; (jk) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, case to the extent constituting (i) indemnification obligations or obligations in respect of purchase price (including customary earnouts) or other similar adjustmentsadjustments or (ii) earn-out obligations, in the case of clause (ii), not in excess of an aggregate principal amount of the greater of (A) $50,000,000 and (B) 10.0% of LTM EBITDA at any time outstanding; provided, that, in each case, all such Indebtedness shall be secured only to the extent permitted by Section 5.1 and payable only to the extent permitted by Section 5.8(b); (kl) Indebtedness consisting of obligations of the Borrower or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, Transactions and Permitted Acquisitions or any other Investment expressly permitted hereunder; (lm) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts incurred in the ordinary course of business and any Guarantees thereof; (m) Indebtedness of the Borrower or any of its Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan Partiescourse; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-take or pay obligations contained in supply arrangements, in each case, in the ordinary course Ordinary Course of businessBusiness; (o) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course Ordinary Course of businessBusiness, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof; (p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course Ordinary Course of business or consistent with past practiceBusiness; (q) Indebtedness supported by a Letter of Credit, Credit in a principal amount not to exceed the face amount of such Letter of Credit; (i) Junior Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries (including in connection with Permitted NotesAcquisitions and other similar Investments permitted under Section 5.2), so long as (1) on the date of incurrence of such Indebtedness, the Net Proceeds Borrower shall be in compliance with the Financial Covenant (calculated on a Pro Forma Basis) as of which are applied the end of the most recently ended Test Period; provided that such Indebtedness may be incurred to finance an Acquisition notwithstanding the failure to comply with the applicable ratios if such Acquisition is a Limited Condition Transaction and the Borrower was in compliance with such ratios on a Pro Forma Basis on the date that a legally binding commitment was entered into with respect to such Acquisition, (2) the final maturity date of such Indebtedness shall be no earlier (but may be later) than the date that is ninety-one (91) days after the final maturity date of the then outstanding Term Loans and shall have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Term Loans, plus ninety-one (91) days, (3) to the permanent repayment of Term Loans extent such Junior Indebtedness is secured, such Indebtedness shall not be secured by any collateral other than the Collateral and shall be subject to customary intercreditor terms to be reasonably satisfactory to Agent and the Borrower, (4) such Indebtedness shall not guaranteed by any Person that is not a Guarantor and (5) any such Indebtedness incurred pursuant to this clause (r) by a Non-Credit Party, when taken together with any Indebtedness incurred pursuant to Section 2.05(b)(iii5.3(s), (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a shall not exceed an aggregate principal amount not to exceed the amount greater of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, A) $80,000,000 and (iiiB) in the case 15% of Permitted Notes incurred under LTM EBITDA at any of the foregoing clauses (i) one time outstanding and (ii), ) any Permitted Refinancings Refinancing thereof; (s) Permitted Ratio Debt Indebtedness incurred by a Non-Credit Party, and guarantees thereof by a Non-Credit Party, in an aggregate principal amount not to exceed, when taken together with Indebtedness incurred by a Non-Credit Party pursuant to Section 5.3(r) above, the greater of (i) $70,000,000 and (ii) 13.5% of LTM EBITDA at any Permitted Refinancings thereofone time outstanding; (t) Incremental Equivalent Indebtedness (and Guarantees thereof by the Guarantors) to the extent permitted by and incurred in respect compliance with the applicable provisions of the Senior Notes and the Senior Unsecured Notes (including, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereof; andSection 1.1(e); (u) additional Indebtedness in an aggregate principal amount not to exceed the greater of (i) $100,000,000 and (ii) 20.0% of LTM EBITDA at any one time outstanding; (v) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (tx); (w) aboveany Indebtedness constituting an Investment permitted under Section 5.2; (x) obligations in respect of Disqualified Stock in an amount not to exceed the greater of (i) $6,000,000 and (ii) 1.0% of LTM EBITDA at any time outstanding which is subordinated to the Obligations as to right and time of payment and as to other rights and remedies thereunder and having such other terms as are, in each case, reasonably satisfactory to Agent; and (y) Indebtedness in connection with a judgment not constituting an Event of Default under Section 7.1(h). For purposes of determining compliance with this Section 7.03any restriction on the incurrence of Indebtedness, the principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the event that an item case of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (u) aboveterm debt, the Borrower shallor first committed, in its sole discretionthe case of revolving credit debt; provided that if such Indebtedness is incurred to extend, classify replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and reclassify such extension, replacement, refunding, refinancing, renewal or later dividedefeasance would cause the applicable restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, classify replacement, refunding, refinancing, renewal or reclassify defeasance, such item restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness (or any portion thereof) and will only be required to include does not exceed the principal amount and type of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased. The accrual of interest, the accretion of accreted value and the payment of interest in one or more the form of the above clauses; provided that all additional Indebtedness outstanding under the Loan Documents will at all times shall not be deemed to be outstanding in reliance only on the exception in clause (a) an incurrence of Indebtedness for purposes of this Section 7.035.3.

Indebtedness. Neither the The Borrower nor will not, and will not permit any of the Subsidiaries shall Restricted Subsidiary to, directly or indirectly, createincur any Indebtedness except the following (each of the following, incur, assume or suffer to exist any “Permitted Indebtedness, except:”): (a) Indebtedness of the Borrower and any Loan Party Guarantor under the Loan DocumentsABL Facility (including reimbursement obligations with regard to letters of credit) incurred pursuant to this clause (a) in an aggregate principal amount at any time outstanding not to exceed $50,000,000; (b) Indebtedness of the Borrower and any Guarantor incurred under this Agreement and the other Loan Documents (iincluding Indebtedness incurred pursuant to Section 2.04 and Section 2.19 hereof); (c) Indebtedness of the Borrower and the Restricted Subsidiaries listed on Schedule 6.01 to the extent outstanding on the Closing Date and listed on Schedule 7.03(b(other than Indebtedness referred to in clauses (a) and any Permitted Refinancing thereof and (iib) intercompany Indebtedness outstanding on the Closing Date and any refinancing thereof, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to an Intercompany Note; (c) Guarantees by the Borrower and any Subsidiary in respect of Indebtedness of the Borrower or any Subsidiary of the Borrower otherwise permitted hereunder; provided that (A) no Guarantee of any Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtednessabove); (d) Indebtedness in respect of the Borrower or any Subsidiary owing to any Loan Party or any other Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02Hedge Contracts, including, without limitation, Permitted Commodity Hedge Agreements and Permitted Interest Rate Hedge Agreements; provided that all such Indebtedness shall be evidenced by an Intercompany Note; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset and any Permitted Refinancing thereof in an aggregate amount not to exceed the greater of (x) $30,000,000 and (y) 2.25% of Consolidated Total Assets of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any of the foregoing; (f) Indebtedness in respect of Swap Hedge Contracts are designed to hedge against the Borrower’s or any Restricted Subsidiary’s exposure to interest rates, foreign exchange rates or commodities other commodity pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereofthe purpose of speculation; (ge) Indebtedness of the Borrower owed to a Restricted Subsidiary and Indebtedness of any Restricted Subsidiary owed to the Borrower or any other Restricted Subsidiary; provided, that (i) upon any such Restricted Subsidiary assumed in connection ceasing to be a Restricted Subsidiary or such Indebtedness being owed to any Person other than the Borrower or a Restricted Subsidiary, the Borrower or such Restricted Subsidiary, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (e) and (ii) with any Permitted Acquisitionrespect to Foreign Subsidiaries, provided that all such Indebtedness is not incurred (A) evidenced by a master intercompany note, in contemplation form and substance reasonably satisfactory to Agent (the “Intercompany Note”), and, if owed to a Loan Party, shall be subject to a first priority perfected Lien in favor of such Permitted Acquisition, and any Permitted Refinancing thereof; provided that (x) such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and (y) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made Administrative Agent pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom)the Loan Documents, and (2B) unsecured and subordinated in right of payment to the Borrower and its Subsidiaries will be payment in Pro Forma Compliance with full of the covenants set forth in Section 7.11Obligations pursuant to the terms of the Intercompany Note; (hf) Indebtedness representing deferred compensation to employees in respect of bid, letters of credit, performance or surety bonds issued for the account of the Borrower or any of its Subsidiaries incurred Restricted Subsidiary in the ordinary course of business; (i) Indebtedness to current , including Guarantees or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests obligations of the Borrower or any direct Restricted Subsidiary with respect to letters of credit supporting such bid, performance or indirect parent of the Borrower permitted by Section 7.06surety obligations (in each case other than for an obligation for money borrowed); (jg) Purchase Money Indebtedness incurred by the Borrower or any of its Subsidiaries in a Permitted AcquisitionRestricted Subsidiary (other than the HNZ Group), any other Investment expressly permitted hereunder or any Dispositionand Refinancing Indebtedness thereof, in each case, constituting indemnification obligations or obligations in respect an aggregate amount not to exceed at any time outstanding the greater of purchase price (including customary earnoutsa) or other similar adjustments$20,000,000 and (b) 5% of the aggregate net book value of the Aircraft owned by the Borrower and the Restricted Subsidiaries; (k) Indebtedness consisting of obligations of the Borrower or any of its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder; (lh) Cash Management Obligations and other Indebtedness (i) arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business or (ii) in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts in the ordinary course accounts; provided, that such Indebtedness is extinguished within five Business Days of business and any Guarantees thereofincurrence; (mi) Indebtedness arising in connection with endorsement of the Borrower or any of its Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan Parties; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, instruments for deposit in the ordinary course of business; (oj) Refinancing Indebtedness with respect to Indebtedness incurred pursuant to clause (c) above or this clause (j); (k) Indebtedness incurred by Foreign Subsidiaries in an aggregate principal amount not to exceed $15,000,000 as long as (i) no Loan Parties (A) provides any Guarantee or credit support of any kind (including any undertaking, guarantee, indemnity, agreement or instrument that would constitute Indebtedness) or (B) is directly or indirectly liable (as a guarantor or otherwise) for such Indebtedness; (ii) the Borrower or incurrence of which will not result in any recourse against any of the assets of any Loan Party and (iii) no default with respect to which would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of any Loan Party to declare pursuant to the express terms governing such Indebtedness a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its Subsidiaries stated maturity; (l) Indebtedness issued to insurance companies, or their affiliates, to finance insurance premiums payable to such insurance companies in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created connection with insurance policies purchased by a Loan Party in the ordinary course of business; (m) Junior Indebtedness to the extent that, including at the time such Indebtedness is incurred, the Consolidated Net Total Leverage Ratio determined on a pro forma basis giving effect to such incurrence and the application of the proceeds thereof, would not exceed 3.50 to 1.0; (n) Indebtedness of the Borrower or any Restricted Subsidiary (other than the HNZ Group) in an aggregate amount not to exceed $25,000,000 in aggregate principal amount at any time outstanding; (i) Indebtedness (in the form of (x) one or more series of notes which may be unsecured or secured on a junior Lien basis with the Loans or (y) one or more series of loans which may be unsecured or secured on a junior Lien basis with respect to the Loans) incurred by the Borrower at any time in an aggregate principal amount not exceeding the sum of (1) the Incremental Amount available at such time plus (2) any amounts so long as immediately after giving effect to the establishment of such Indebtedness utilizing this clause (2) and the use of proceeds of the Indebtedness thereunder, the pro forma Consolidated Net Total Leverage Ratio is not greater than 2.00 to 1.00; provided that (A) for purposes of the foregoing clause (2), the Net Proceeds of such Indebtedness shall not be netted for purposes of such calculation of the Consolidated Net Total Leverage Ratio, (B) amounts may be established or incurred utilizing clause (2) above prior to utilizing clause (1) above (it being understood that any portion of any Indebtedness incurred in reliance on clause (1) may be reclassified, as the Borrower may elect from time to time, as incurred under clause (2) if the Borrower meets the applicable leverage ratio under clause (2) at such time on a pro forma basis, (C) such Indebtedness shall not mature or have any scheduled amortization and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation prior to the date that is 91 days after the Latest Maturity Date at the time such Indebtedness is incurred (other than customary offers to repurchase upon a change of control, asset sale or casualty event and customary acceleration rights after an event of default), (D) as of the date of the incurrence of such Indebtedness, the weighted average life to maturity of such Indebtedness shall not be shorter than that of the Loans, (E) no Restricted Subsidiary is a guarantor with respect to such Indebtedness unless such Restricted Subsidiary is a Guarantor, (F) if secured, such Indebtedness shall not be secured by any Liens on any property or assets that are not part of the Collateral, (G) if secured or subordinated to the Obligations, such Indebtedness shall be subject to an intercreditor or subordination agreement (as applicable) in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent, (H) all other terms and conditions of such Indebtedness (excluding pricing, fees, rate floors and optional prepayment or redemption terms) shall be substantially identical to, or not materially more favorable, taken as a whole, (as reasonably determined by the Borrower) to the lenders or holders providing such Incremental Equivalent Debt than, the terms applicable to the existing Loans unless such more favorable terms are also added to the Loan Documents for the benefit of the Lenders (except for covenants or other provisions applicable only to periods after the Maturity Date, it being understood that to the extent that any financial maintenance covenant is added for the benefit of any Incremental Equivalent Debt, no consent from the Administrative Agent or any Lender shall be required to the extent that such covenant shall also apply for the benefit of the Loans), except, in the case of Incremental Equivalent Debt in the form of notes, such terms and conditions reflect market terms and conditions at the time of such incurrence or issuance (as reasonably determined by the Borrower), (I) if secured on a pari passu basis with the Loans, if the initial yield on such Indebtedness (as determined by the Administrative Agent to be equal to the sum of (x) the margin above the Adjusted LIBO Rate on such Indebtedness and (y) if such Indebtedness is incurred at a discount or the Lenders making the same receive a fee directly or indirectly from the Borrower or any Subsidiary for providing such Indebtedness, the amount of such OID divided by the lesser of (1) the average life to maturity of such Indebtedness and (2) four) exceeds the applicable margin then in effect for Eurocurrency Loans by more than 50 basis points, then the applicable margin then in effect for Loans shall automatically be increased by such excess, effective upon the incurrence of such Indebtedness; provided that, to the extent any portion of the Yield Differential is attributable to a higher “LIBOR floor” being applicable to such Indebtedness, such floor shall only be included in the calculation of the Yield Differential to the extent such floor is greater than the higher of the Adjusted LIBO Rate in effect for an Interest Period of three months’ duration at such time and the “LIBOR floor” applicable to the initial Loans, and, with respect to such excess, the “LIBOR floor” applicable to the outstanding Loans shall be increased to an amount not to exceed the “LIBOR floor” applicable to such Indebtedness prior to any increase in the applicable margin applicable to such Loans then outstanding, (J) immediately prior to and after the incurrence of any Incremental Equivalent Debt, no Default or Event of Default shall have occurred and be continuing, and (K) the proceeds of such Incremental Equivalent Debt shall be used solely for the purposes permitted for Incremental Loans set forth in Section 5.11 (such Indebtedness incurred pursuant to this clause (i) being referred to as “Incremental Equivalent Debt”) and (ii) any Refinancing Indebtedness in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect such Incremental Equivalent Debt which itself would be permitted pursuant to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereofthis Section 6.01; (p) obligations Attributable Indebtedness in respect connection with Sale and Leaseback Transactions in an aggregate amount not to exceed $5,000,000; (q) Guarantees of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided Indebtedness of a partnership or joint venture (other than an Unrestricted Subsidiary) by the Borrower or any Guarantor provided that (x) such guarantee is unsecured, (y) such guarantee does not exceed the proportion of its Subsidiaries such Indebtedness that is equal to the Borrower’s or obligations in respect Guarantor’s proportionate equity ownership of letters such partnership or joint venture and (z) the aggregate principal amount of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice;such Indebtedness at any time outstanding does not exceed $5,000,000 outstanding; and (qr) unsecured Indebtedness supported by a Letter of Credit, the Borrower or any Restricted Subsidiary (other than the HNZ Group) incurred in a principal connection with credit card agreements in an aggregate amount not to exceed the face amount of such Letter of Credit; (i) Permitted Notes, the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that $3,000,000 at any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (i) and (ii), Permitted Refinancings thereof; (s) Permitted Ratio Debt and any Permitted Refinancings thereof; (t) Indebtedness in respect of the Senior Notes and the Senior Unsecured Notes (including, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereof; and (u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) above. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (u) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance only on the exception in clause (a) of Section 7.03time.

Indebtedness. Neither the Borrower No Loan Party will, nor will it permit any of the Subsidiaries shall directly or indirectlyRestricted Subsidiary to, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness of any Loan Party under the Loan DocumentsSecured Obligations; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals, refinancings and replacements of any such Indebtedness in accordance with clause (f) hereof; (c) Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary, provided that (i) outstanding on the Closing Date and listed on Schedule 7.03(b) and Indebtedness of any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Closing Date and any refinancing thereof, of which any amount owed by a Restricted Subsidiary that is not a Loan Party to a the Borrower or any other Loan Party shall be evidenced by an Intercompany Note; provided that all such subject to Section 6.04 and (ii) Indebtedness of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Secured Obligations pursuant to an the Global Intercompany Note; provided, further, that no Loan Party may make any payment or pre-payment on the Indebtedness permitted under this clause (ii) unless the such payment or pre-payment is permitted pursuant to the Global Intercompany Note; (cd) Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary in respect of Indebtedness of the Borrower or any Subsidiary of the Borrower otherwise permitted hereunder; other Restricted Subsidiary, provided that (Ai) no Guarantee the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the Borrower or other Loan Party of Indebtedness of any Junior Financing or any Permitted Refinancing thereof Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted unless such guaranteeing party under this clause (d) shall have also provided a Guarantee of be subordinated to the Secured Obligations on the same terms set forth herein and (B) if as the Indebtedness being so Guaranteed is subordinated to the Secured Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (de) Indebtedness of the Borrower or any Restricted Subsidiary owing incurred to finance the acquisition, construction or improvement of any Loan Party fixed or capital assets (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any other Subsidiary (Indebtedness assumed in connection with the acquisition of any such assets or issued or transferred to secured by a Lien on any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) such assets prior to the extent constituting an Investment permitted by Section 7.02acquisition thereof, and extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided that all such Indebtedness shall be evidenced by an Intercompany Note; (i) Attributable such Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset is incurred by the Borrower or any Subsidiary prior to or within 270 90 days after such acquisition or the acquisition, construction, repair, replacement, lease completion of such construction or improvement and (ii) the aggregate principal amount of the applicable asset and Indebtedness permitted by this clause (e) together with any Permitted Refinancing Refinance Indebtedness in respect thereof in an aggregate amount permitted by clause (f) below, shall not to exceed the greater of (x) $30,000,000 and (y) 2.255% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries (together with any Permitted Refinancing thereofdelivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any of the foregoing; (f) Indebtedness which represents extensions, renewals, refinancings and replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in respect clauses (b), (e), (f), (i), (j) and (k) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that, (i) such Refinance Indebtedness does not increase the principal amount or interest rate of Swap Contracts designed the Original Indebtedness, except by an amount equal to hedge against the Borrower’s unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses reasonably incurred, in connection with such Refinance Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or an of its Restricted Subsidiaries, (iii) no Loan Party or any Subsidiary’s exposure of its Restricted Subsidiaries that is not originally obligated with respect to interest ratesrepayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, foreign exchange rates (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness (other than fees and interest) are (A) not, when taken as a whole, materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness or commodities pricing risks (B) reflect current market terms for such type of Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of such Refinance Indebtedness must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to such Original Indebtedness; (g) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business and not for speculative purposes and Guarantees thereof; (g) Indebtedness of the Borrower or any Subsidiary assumed in connection with any Permitted Acquisition, provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, and any Permitted Refinancing thereof; provided that (x) such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and (y) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11business; (h) Indebtedness representing deferred compensation of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) so long as no Default or Event of Default then exists or would result therefrom and Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.12 immediately after giving effect to employees the incurrence of such Indebtedness, additional unsecured Indebtedness incurred by the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed an amount such that the Total Net Leverage Ratio calculated on a pro forma basis would not exceed a ratio equal to the ratio that is 0.25 to 1.00 lower than the Total Net Leverage Ratio set forth in Section 6.12 for the fiscal quarter ended immediately preceding the date of incurrence of such Indebtedness; (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (j) together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed the greater of (x) $10,000,000 and (y) 2% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (k) Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; (l) Indebtedness in respect of Swap Agreements permitted under Section 6.07; (m) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (o) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (q) Promissory notes issued in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Borrower or any of its Restricted Subsidiaries; provided that such repurchase, redemption, or other acquisition or retirement is permitted by Section 6.08(a)(iii); (r) Indebtedness representing deferred compensation or similar arrangements to employees of Holdings (or any direct or indirect parent thereof) the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (s) any Guarantee by the Borrower or a Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary that was incurred in compliance with this covenant; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be expressly subordinated in right of payment to the Obligations or such Restricted Subsidiary’s Guarantee; (t) Incremental Equivalent Debt and Refinancing Equivalent Debt and any Permitted Refinancing of the foregoing; (u) Indebtedness of Foreign Subsidiaries owing to unrelated third-parties in an aggregate principal amount not to exceed the greater of (i) $5,000,000 and (ii) 1% of Consolidated Total Assets (measured on a pro forma basis as of the date such Investment is made based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 5.01 most recently on or prior to such date) at any time outstanding; provided that such Indebtedness shall be non-recourse to the Loan Parties; (v) Contingent obligations of any Loan Party in respect of Indebtedness of a Loan Party otherwise permitted under this Section 6.01; (w) unsecured Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 7.06;6.08, in an aggregate amount not to exceed $5,000,000 at any time outstanding; and (jx) Indebtedness incurred by the arising from agreements of Borrower or any a Restricted Subsidiary providing for indemnification, adjustment of its Subsidiaries in a Permitted Acquisitionpurchase price, any other Investment expressly permitted hereunder earnout or any Dispositionsimilar obligations, in each case, constituting indemnification obligations incurred or obligations assumed in respect connection with the acquisition or disposition of purchase price (including customary earnouts) any business, assets or a Restricted Subsidiary or other similar adjustments; (k) Person, other than guarantees of Indebtedness consisting incurred by any Person acquiring all or any portion of obligations such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of Holdings, the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder; (l) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereof; (m) Indebtedness of the Borrower or any of its Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan Parties; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by the Borrower or any of its Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof; (p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (q) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (i) Permitted Notes, the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iiix), (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (i) and (ii), Permitted Refinancings thereof; (s) Permitted Ratio Debt and any Permitted Refinancings thereof; (t) Indebtedness in respect of the Senior Notes and the Senior Unsecured Notes (including, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereof; and (u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) above. For purposes of determining compliance with this Section 7.036.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in clauses (aSection 6.01(b) through (ux) above, the Borrower shallBorrower, in its sole discretion, will classify and reclassify or later divide, classify or may subsequently reclassify such item of Indebtedness (or any portion thereof) in any one or more of the types of Indebtedness described in Section 6.01(b) through (x) and will only be required to include the amount and type of such Indebtedness in one or more such of the above clauses; provided that all clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an item of Indebtedness outstanding under in more than one of the Loan Documents will at all times be deemed to be outstanding types of Indebtedness described in reliance only on the exception in clause clauses (ab) of Section 7.03through (x).

Indebtedness. Neither the Borrower nor any of the Subsidiaries shall directly or indirectly, createCreate, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness of any Loan Party under the Loan Documents; (b) Indebtedness (i) outstanding on the Original Closing Date and listed on in Schedule 7.03(b) hereto and any Permitted Refinancing refinancing thereof and (ii) intercompany Indebtedness outstanding on the Original Closing Date and any refinancing thereof, of which any amount owed by a Restricted Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness of any Loan Party owed to any Person or Restricted Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to an Intercompany Note; (c) Guarantees by the Borrower and any Restricted Subsidiary in respect of Indebtedness of the Borrower or any Restricted Subsidiary of the Borrower otherwise permitted hereunder; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing or any Permitted Refinancing thereof Obligation shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (d) Indebtedness of the Borrower or any Restricted Subsidiary owing to any Loan Party or any other Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Restricted Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness of any Loan Party owed to any Person or Restricted Subsidiary that is not a Loan Party shall be evidenced by unsecured and subordinated to the Obligations pursuant to an Intercompany Note; (ie) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Restricted Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset and any Permitted Refinancing thereof in an aggregate amount not to exceed the greater of (x) $30,000,000 50,000,000 and (y) 2.251.75% of Consolidated Total Assets Assets, in each case determined at the time of the Borrower and its Subsidiaries incurrence (together with any Permitted Refinancing Refinancings thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) outstanding and (iii) any Permitted Refinancing of any of the foregoingsuch Attributable Indebtedness; (f) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Restricted Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereof; (g) Indebtedness of the Borrower or any Restricted Subsidiary assumed in connection with any Permitted Acquisition, ; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, and any Permitted Refinancing thereof; provided that further that, after giving pro forma effect to such Permitted Acquisition and the assumption of such Indebtedness, the aggregate amount of such Indebtedness does not exceed (x) such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and $50,000,000 at any time outstanding plus (y) both immediately prior and after giving effect theretoany additional amount of such Indebtedness so long as the Total Leverage Ratio is no greater than 5.50:1.00 and, if such Indebtedness is secured, the Secured Leverage Ratio is no greater than 3.75:1.00, in each case determined on a Pro Forma Basis; provided that in the case of clause (1) no Default shall exist or result therefrom (other than y), any such Indebtedness incurred by a Permitted Acquisition made Restricted Subsidiary that is not a Loan Party, together with any Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefromSection 7.03(s), does not exceed in the aggregate at any time outstanding the greater of $50,000,000 and (2) 1.75% of Total Assets, in each case determined at the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11time of incurrence; (h) Indebtedness representing deferred compensation to employees of the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business; (i) Indebtedness consisting of promissory notes issued by the Borrower or any of its Restricted Subsidiaries to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent of the Borrower permitted by Section 7.06; (j) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including customary earnouts) or other similar adjustments; (k) Indebtedness consisting of obligations of the Borrower or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder; (l) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections protections, employee credit card programs and other cash management and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereof; (m) Indebtedness of the Borrower or any of its Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 100,000,000 and (y) 5.503.75% of the Consolidated Total Assets of the Borrower and its SubsidiariesAssets; provided that no more than the greater aggregate principal amount of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under outstanding in reliance on this clause (m) by Subsidiaries in respect of which the Borrower primary obligor or a guarantor is a Restricted Subsidiary that are is not a Loan PartiesParty shall not exceed in the aggregate at any time outstanding the greater of $50,000,000 and 1.75% of Total Assets, in each case determined at the time of incurrence; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof; (p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (q) Indebtedness in respect of the (x) Unsecured High Yield Notes (including any guarantees by the Guarantors thereof) and Permitted Refinancing thereof and (y) Secured High Yield Notes (including any guarantees by the Guarantors thereof) and Permitted Refinancing thereof; (r) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (i) Permitted Notes, the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (i) and (ii), Permitted Refinancings thereof; (s) Permitted Ratio Debt and any Permitted Refinancings Refinancing thereof; (t) Credit Agreement Refinancing Indebtedness; (u) Indebtedness in respect incurred by a Foreign Subsidiary which, when aggregated with the principal amount of all other Indebtedness incurred pursuant to this clause (u) and then outstanding, does not exceed the Senior Notes greater of $50,000,000 and 10.0% of Total Assets (excluding, solely when calculating Total Assets for purposes of this Section 7.3(u), the Senior Unsecured Notes (includingassets of any Person that is not a Foreign Subsidiary), in each case, case determined at the time of incurrence; (v) Indebtedness incurred by a Securitization Subsidiary in a Qualified Securitization Financing that is not recourse (except for Standard Securitization Undertakings and Limited Originator Recourse) to the Borrower or any guarantees thereof) and, in each case, any Permitted Refinancing thereofof the Restricted Subsidiaries; and (uw) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (tv) above. For purposes of determining compliance with this Section 7.03any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the event that an item case of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (u) aboveterm debt, the Borrower shallor first committed, in its sole discretionthe case of revolving credit debt; provided that if such Indebtedness is incurred to extend, classify replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and reclassify such extension, replacement, refunding, refinancing, renewal or later dividedefeasance 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 extension, classify replacement, refunding, refinancing, renewal or reclassify defeasance, such item Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness (or any portion thereof) and will only be required to include does not exceed the principal amount and type of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount of fees, underwriting discounts, premiums (including tender premiums) and other costs and expenses (including OID) incurred in one or more connection with such refinancing. The accrual of interest, the above clauses; provided that all accretion of accreted value and the payment of interest in the form of additional Indebtedness outstanding under the Loan Documents will at all times shall not be deemed to be outstanding in reliance only on the exception in clause (a) an incurrence of Indebtedness for purposes of this Section 7.03. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrower dated such date prepared in accordance with GAAP.

Indebtedness. Neither the Each Borrower nor will not, and will not permit any of the Subsidiaries shall directly or indirectlyRestricted Subsidiary to, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) (i) Indebtedness of any Loan Party created under the Loan DocumentsDocuments (including with respect to Specified Refinancing Debt), (ii) Indebtedness of the Loan Parties evidenced by Refinancing Notes and any Permitted Refinancing Indebtedness in respect thereof and (iii) Indebtedness of the Loan Parties evidenced by Refinancing Loans and any Permitted Refinancing Indebtedness in respect thereof; (b) Indebtedness (i) outstanding existing on the Closing Date date hereof and listed on set forth in Schedule 7.03(b) 6.01 and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Closing Date and any refinancing in respect thereof, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to an Intercompany Note; (c) Indebtedness among Holdings and its Subsidiaries (including between or among Subsidiaries); provided that any such Indebtedness, individually, of any Loan Party owing to a non-Loan Party Subsidiary in excess of $5,000,000 must be expressly subordinated to the Obligations in accordance with the terms of the Global Intercompany Note, within thirty (30) days of the incurrence of such Indebtedness or such later date as the Administrative Agent may agree in its sole discretion; (d) Guarantees by the Parent Borrower and of Indebtedness of any Subsidiary in respect and by any Restricted Subsidiary of Indebtedness of the Parent Borrower or any other Subsidiary; provided that (i) Guarantees by the Parent Borrower or any Restricted Subsidiary of Indebtedness of any Unrestricted Subsidiary shall be subject to compliance with Section 6.04 (other than clause (e) thereof), (ii) Guarantees permitted under this clause (d) shall be subordinated to the Obligations of the applicable Restricted Subsidiary to the same extent and on terms not materially less favorable to the Lenders as the Indebtedness so Guaranteed is subordinated to the Obligations and (iii) no Indebtedness under the Permitted Ratio Debt, Incremental Equivalent Debt, Refinancing Notes or any Refinancing Loans or any Permitted Refinancing Indebtedness in respect thereof shall be Guaranteed by any Restricted Subsidiary unless such Restricted Subsidiary is a Loan Party that has Guaranteed the Obligations pursuant to a Guaranty; (e) (i) Indebtedness of the Parent Borrower otherwise or any Restricted Subsidiary incurred to finance the acquisition, lease, construction, replacement, repair or improvement of any assets or other Investments permitted hereunderhereunder (including rolling stock), including Capital Lease Obligations, mortgage financings, purchase money indebtedness (including any industrial revenue bonds, industrial development bonds and similar financings); provided that, (A) such Indebtedness is incurred prior to or within two hundred seventy (270) days after such acquisition or lease or the completion of such construction, replacement, repair or improvement and (B) the aggregate amount of Indebtedness permitted pursuant to this clause (e)(i) of this Section 6.01 shall not exceed the greater of $35,000,000 and 38.00% of Adjusted EBITDA (determined at the time of incurrence of such Indebtedness (calculated on a Pro Forma Basis) as of the last day of the most recently ended Test Period on or prior to the date of determination) at any time outstanding, and (ii) any Permitted Refinancing Indebtedness in respect thereof; (f) Indebtedness arising in connection with Swap Agreements permitted by Section 6.13; provided that Guarantees by any Loan Party of such Indebtedness of any Unrestricted Subsidiary shall be subject to compliance with Section 6.04; (g) (i) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof (including any Indebtedness assumed in connection with the acquisition of a Restricted Subsidiary); provided that (A) no Guarantee Event of any Junior Financing Default has occurred and is continuing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and would result therefrom, (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (d) Indebtedness of the Borrower or any Subsidiary owing to any Loan Party or any other Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness shall be evidenced by an Intercompany Note; (i) Attributable Indebtedness exists at the time such Person becomes a Restricted Subsidiary and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease is not created in contemplation of or improvement of in connection with such Person becoming a fixed or capital asset incurred by the Borrower or any Restricted Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset and any Permitted Refinancing thereof in an aggregate amount not to exceed the greater of (x) $30,000,000 and (yC) 2.25% of Consolidated Total Assets of the Parent Borrower is in compliance, on a Pro Forma Basis, with the Financial Covenant and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any of the foregoing; (f) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereof; (g) Indebtedness of the Borrower or any Subsidiary assumed in connection with any Permitted Acquisition, provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, and any Permitted Refinancing thereof; provided that (x) such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and (y) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11; (h) Indebtedness representing deferred compensation to employees of the Borrower or any of its Subsidiaries incurred in the ordinary course of business; (i) Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent of the Borrower permitted by Section 7.06; (j) Indebtedness incurred by the Borrower or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including customary earnouts) workers compensation claims, health, disability or other employee benefits, unemployment insurance and other social security laws or regulations or property, casualty or liability insurance and premiums related thereto, self-insurance obligations, obligations in respect of bids, tenders, trade contracts, governmental contracts and leases, statutory obligations, customs, surety, stay, appeal and performance bonds, and performance and completion guarantees and similar adjustments; (k) Indebtedness consisting of obligations of incurred by the Parent Borrower or any of its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder; (l) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereof; (m) Indebtedness of the Borrower or any of its Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan Parties; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangementsRestricted Subsidiary, in each case, in the ordinary course of business; (oi) Indebtedness incurred by to the Borrower or any of its Subsidiaries in respect of letters of creditextent constituting Indebtedness, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created contingent obligations arising under indemnity agreements to title insurance companies to cause such title insurers to issue title insurance policies in the ordinary course of businessbusiness with respect to the real property of the Parent Borrower or any Restricted Subsidiary; (j) to the extent constituting Indebtedness, customary indemnification and purchase price adjustments or similar obligations (including earn-outs) incurred or assumed in connection with Investments and Dispositions otherwise permitted hereunder; (k) to the extent constituting Indebtedness, unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable Law; (l) to the extent constituting Indebtedness, deferred compensation or similar arrangements payable to future, present or former directors, officers, employees, members of management or consultants of the Parent Borrower and the Restricted Subsidiaries; (m) Indebtedness in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereofrepurchase agreements constituting Cash Equivalents; (pn) obligations in respect Indebtedness consisting of performance, bid, appeal and surety bonds and performance and completion guarantees and promissory notes (or similar obligations provided evidences of indebtedness) issued by the Parent Borrower or any Restricted Subsidiary to any stockholder of any Parent Company or to future, present or former directors, officers, members of management, employees or consultants of any Parent Company, the Parent Borrower or any of its Subsidiaries or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses or former spouses, domestic partners or former domestic partners to finance the purchase or redemption of Equity Interests of the Parent Borrower or any Parent Company permitted by Section 6.06; (o) cash management obligations and Indebtedness incurred by the Parent Borrower or any Restricted Subsidiary in respect of letters of creditnetting services, bank guarantees overdraft protections, commercial credit cards, stored value cards, purchasing cards and treasury management services, automated clearing-house arrangements, employee credit card programs, controlled disbursement, ACH transactions, return items, interstate deposit network services, dealer incentive, supplier finance or similar instruments related theretoprograms, Society for Worldwide Interbank Financial Telecommunication transfers, cash pooling and operational foreign exchange management and similar arrangements, in each case entered into in the ordinary course of business in connection with cash management, including among the Parent Borrower and its Restricted Subsidiaries, and deposit accounts; (p) (i) Indebtedness consisting of the financing of insurance premiums and (ii) take-or-pay obligations constituting Indebtedness of the Parent Borrower or consistent with past practiceany Restricted Subsidiary, in each case, entered into in the ordinary course of business; (q) Indebtedness supported incurred by a Letter Loan Party with respect to letters of Credit, in a principal amount not to exceed the face amount credit (other than Letters of such Letter of Credit; (i) Permitted Notes, the Net Proceeds of which are applied to the permanent repayment of Term Loans Credit issued pursuant to Section 2.05(b)(iii), (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities lawsthis Agreement); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (i) upon the drawing of any such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence and (ii)) the aggregate outstanding face amount of all such letters of credit or bank guarantees does not exceed $35,000,000 at any time; (r) obligations, Permitted Refinancings thereofcontingent or otherwise, for the payment of money under any non-compete, consulting or similar agreement entered into with the seller of a Target or any other similar arrangements providing for the deferred payment of the purchase price for an acquisition permitted hereby; (s) Permitted Ratio Debt and any Permitted Refinancings thereofIndebtedness of the type described in clause (e) of the definition of “Indebtedness” to the extent the related Lien is permitted under Section 6.02; (t) other Indebtedness of the Parent Borrower and its Restricted Subsidiaries; provided that the aggregate principal amount of Indebtedness permitted by this clause (t) shall not exceed the greater of $35,000,000 and 38.00% of Adjusted EBITDA (determined at the time of incurrence of such Indebtedness (calculated on a Pro Forma Basis) as of the last day of the most recently ended Test Period on or prior to the date of determination) at any time outstanding; (u) unsecured Indebtedness in respect of obligations of the Senior Notes Parent Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the Senior Unsecured Notes ordinary course of business and not in connection with the borrowing of money; (includingv) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate amount outstanding not to exceed the greater of $20,000,000 and 22.00% of Adjusted EBITDA (determined at the time of incurrence of such Indebtedness (calculated on a Pro Forma Basis) as of the last day of the most recently ended Test Period on or prior to the date of determination) in the aggregate provided such Indebtedness is either (i) unsecured or (ii) secured by only the Equity Interests in or assets of any Restricted Subsidiaries that are not a Subsidiary Loan Party; (w) to the extent constituting Indebtedness, Guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the Parent Borrower and its Subsidiaries; (x) Indebtedness in connection with Permitted Sale-Leaseback Transactions; (y) Indebtedness in respect of (i) one or more series of notes issued by any of the Borrowers that are either (x) senior or subordinated and unsecured or (y) secured by Liens on the Collateral ranking junior to or pari passu with the Liens securing the Obligations, in each case, issued in a public offering, Rule 144A or other private placement in lieu of the foregoing (and any guarantees thereof) and, Registered Equivalent Notes issued in each case, any Permitted Refinancing thereof; and (u) all premiums (if anyexchange therefor), interest and (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (aii) through (t) above. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one loans made to any of the categories of Indebtedness described in clauses (a) through (u) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided Borrowers that all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance only on the exception in clause (a) of Section 7.03.are either

Indebtedness. Neither the Borrower nor any of the Subsidiaries shall directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness of any Loan Party under the Loan Documents; (b) Indebtedness (i) outstanding on the Closing Date and listed on Schedule 7.03(b) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Closing Date and any refinancing thereof, of which any amount owed by a Subsidiary that is The Company will not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness of any Loan Party owed to permit any Subsidiary that is not a Loan Party shall to be unsecured and subordinated to liable for the Obligations pursuant to an Intercompany Note; (c) Guarantees by the Borrower and any Subsidiary in respect of Indebtedness of the Borrower or any Subsidiary of the Borrower otherwise permitted hereunder; provided that (A) no Guarantee of any Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (d) Indebtedness of the Borrower or any Subsidiary owing to any Loan Party Senior Notes or any other Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness shall be evidenced by an Intercompany Note; (i) Attributable Indebtedness and other Material Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset and any Permitted Refinancing thereof in an aggregate amount not to exceed the greater of other than (x) $30,000,000 and (y) 2.25% of Consolidated Total Assets of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any of the foregoing; (f) Indebtedness referred to in respect of Swap Contracts designed to hedge against the Borrower’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereof; (g) Indebtedness of the Borrower or any Subsidiary assumed in connection with any Permitted Acquisition, provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, and any Permitted Refinancing thereof; provided that (x) such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and (y) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11; (h) Indebtedness representing deferred compensation to employees of the Borrower or any of its Subsidiaries incurred in the ordinary course of business; (i) Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent of the Borrower permitted by Section 7.06; (j) Indebtedness incurred by the Borrower or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including customary earnouts) or other similar adjustments; (k) Indebtedness consisting of obligations of the Borrower or any of its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder; (l) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereof; (m) Indebtedness of the Borrower or any of its Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan Parties; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by the Borrower or any of its Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof; (p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (q) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (i) Permitted Notes, the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (i) and (ii) of paragraph (b) below, (y) Guarantees by Foreign Subsidiaries of Material Indebtedness of other Foreign Subsidiaries and (z) Material Indebtedness of Foreign Subsidiaries that is not Guaranteed by any Domestic Subsidiary), Permitted Refinancings thereofwhether as a primary obligor or under any Guarantee, unless such Subsidiary (i) shall be a party to and a Guarantor under the Guarantee Agreement or (ii) if the Guarantee Agreement shall have been terminated as provided in Section 11.16, shall have executed and delivered a Guarantee of the Obligations satisfactory in form and substance to the Administrative Agent. The Company will not permit any such Material Indebtedness to contain any provision requiring, contingently or otherwise, that any Subsidiary guarantee any obligations thereunder (other than any provision requiring Guarantees by Foreign Subsidiaries of Material Indebtedness of other Foreign Subsidiaries) unless this Agreement shall have been amended to incorporate such provision, mutatis mutandis, into the appropriate Article herein. (b) The Company will not, and will not permit any Subsidiary to, enter into any inventory securitization transaction, or create, incur, assume or permit to exist any Indebtedness of an Excluded Subsidiary other than: (i) Indebtedness under the Existing Securitization or any other Securitization; (s) Permitted Ratio Debt and any Permitted Refinancings thereof; (tii) Indebtedness in respect of the Senior Notes and the Senior Unsecured Notes (including, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereofExcluded Subsidiaries under this Agreement; and (uiii) all premiums Indebtedness of Excluded Subsidiaries (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described other than any Securitization Entity) in clauses (a) through (t) above. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (u) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or aggregate principal amount not exceeding $500,000,000 at any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance only on the exception in clause (a) of Section 7.03time outstanding.

Indebtedness. Neither the (a) The Borrower nor will not permit any of its Restricted Subsidiaries (other than (i) a Credit Party or (ii) TWE and the consolidated Subsidiaries shall directly or indirectlyof TWE) to, create, incur, assume or suffer permit to exist any Indebtedness, except: (ai) with respect to all such Restricted Subsidiaries that are also Subsidiaries of Time Warner, Indebtedness of up to an aggregate principal amount of $650,000,000 at any one time outstanding; (ii) with respect to all such Restricted Subsidiaries that are also Subsidiaries of America Online, Indebtedness of up to an aggregate principal amount of $350,000,000 at any one time outstanding; (iii) Indebtedness of any Loan Party under such Restricted Subsidiary to the Loan DocumentsBorrower or any Subsidiary; (biv) Indebtedness (i) outstanding on the Closing Date and listed on Schedule 7.03(b) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Closing Date and any refinancing thereof, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness Guarantee Obligations of any Loan Party owed such Restricted Subsidiary with respect to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to an Intercompany Note; (c) Guarantees by the Borrower and any Subsidiary in respect of Indebtedness of the Borrower or any Subsidiary of the Borrower otherwise permitted hereunder; provided that (A) no Guarantee of any Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtednesswholly owned Restricted Subsidiary; (dv) Indebtedness of any such Restricted Subsidiary incurred to finance the Borrower or any Subsidiary owing to any Loan Party or any other Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness shall be evidenced by an Intercompany Note; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease construction or improvement of a fixed or capital asset incurred by the Borrower or any Subsidiary prior to or within 270 days after the acquisitionproperty, construction, repair, replacement, lease or improvement of the applicable asset including Capital Lease Obligations and any Permitted Refinancing thereof in an aggregate amount not to exceed the greater of (x) $30,000,000 and (y) 2.25% of Consolidated Total Assets of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any of the foregoing; (f) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereof; (g) Indebtedness of the Borrower or any Subsidiary assumed in connection with the acquisition of any Permitted Acquisitionsuch property or secured by a Lien on any such property 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 the aggregate principal amount of Indebtedness permitted by this clause (v) with respect to any such property shall not exceed 110% of the purchase price for, or the cost of construction or improvement of, such property; (vi) Indebtedness is not incurred in contemplation of such Permitted Acquisition, and any Permitted Refinancing thereofPerson that becomes a Restricted Subsidiary after the date hereof; provided that (x) such Indebtedness exists at the time such Person becomes a Subsidiary and all Indebtedness resulting from is not created in contemplation of or in connection with such Person becoming a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) Subsidiary and (y) both immediately prior and after giving effect theretosuch Indebtedness does not, directly or indirectly, have recourse (1including by way of setoff) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11; (h) Indebtedness representing deferred compensation to employees of the Borrower or any of its Restricted Subsidiaries incurred in or any asset thereof other than to the ordinary course of business; (i) Indebtedness to current or former officers, managers, consultants, directors Person so acquired and employees, their respective estates, spouses or former spouses to finance its Subsidiaries and the purchase or redemption of Equity Interests assets of the Borrower or any direct or indirect parent of the Borrower permitted by Section 7.06; (j) Indebtedness incurred by the Borrower or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including customary earnouts) or other similar adjustments; (k) Indebtedness consisting of obligations of the Borrower or any of its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder; (l) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereof; (m) Indebtedness of the Borrower or any of its Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower so acquired and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan Parties; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by the Borrower or any of its Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof; (p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (q) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (i) Permitted Notes, the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (i) and (ii), Permitted Refinancings thereof; (s) Permitted Ratio Debt and any Permitted Refinancings thereof; (t) Indebtedness in respect of the Senior Notes and the Senior Unsecured Notes (including, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereof; and (u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) above. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (u) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance only on the exception in clause (a) of Section 7.03.

Indebtedness. Neither the Borrower nor any of the Subsidiaries shall directly or indirectly, createCreate, incur, assume or suffer to exist any Indebtedness, except: (a) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by such Person in the ordinary course of business or pursuant to Section 6.16 (and not for speculative purposes) for the purpose of directly mitigating risks associated with fluctuations in interest rates, commodity prices or foreign exchange rates; (b) Indebtedness of any a Subsidiary of the Borrower owed to the Borrower or another Subsidiary of the Borrower or of the Borrower owed to a Subsidiary of the Borrower, which Indebtedness shall (i) in the case of Indebtedness owed to a Loan Party, constitute “Pledged Debt” under the Security Agreement, (ii) in the case of Indebtedness owed by a Loan Party to a non-Loan Party, be subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent and (iii) be otherwise permitted under the provisions of Section 7.03; (c) Indebtedness under the Loan Documents; (bd) Indebtedness (i) outstanding on the Closing Date date hereof and listed on Schedule 7.03(b) 7.02 and any Permitted Refinancing thereof and thereof; (iie) intercompany Indebtedness outstanding on the Closing Date and any refinancing thereof, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness (i) Guarantees of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to an Intercompany Note; (c) Guarantees by the Borrower and any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Subsidiary of the Borrower otherwise permitted hereunderSubsidiary; provided that (A) no Guarantee of any Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; , and (dii) Indebtedness Guarantees of the Borrower or any Subsidiary owing to any Loan Party or any other Subsidiary (or issued or transferred to any direct or indirect parent of that is not a Loan Party which is substantially contemporaneously transferred to a Loan Party or in respect of Indebtedness otherwise permitted hereunder of any Subsidiary of that is not a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness shall be evidenced by an Intercompany Note; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset and any Permitted Refinancing thereof in an aggregate amount not to exceed the greater of (x) $30,000,000 and (y) 2.25% of Consolidated Total Assets of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any of the foregoing; (f) Indebtedness in respect of Swap Contracts designed to hedge against Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the Borrower’s or limitations set forth in Section 7.01(i) and any Subsidiary’s exposure to interest ratesSynthetic Debt and any Permitted Refinancing thereof; provided, foreign exchange rates or commodities pricing risks incurred in however, that the ordinary course aggregate amount of business and all such Indebtedness at any one time outstanding shall not for speculative purposes and Guarantees thereofexceed $25,000,000; (g) Indebtedness of any Person that becomes a Subsidiary of the Borrower or any Subsidiary assumed after the date hereof in connection accordance with any Permitted Acquisitionthe terms of Section 7.03, provided that such which Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower and was not incurred solely in contemplation of such Permitted AcquisitionPerson’s becoming a Subsidiary of the Borrower, and any Permitted Refinancing thereof; provided that (x) such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and (y) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11; (h) Indebtedness representing deferred compensation to employees of the Borrower or any of its Subsidiaries incurred in the ordinary course of business; (i) Indebtedness consisting of deferred purchase price or notes issued to current or former officers, managers, consultants, directors and employees, employees (or their respective estates, spouses spouses, former spouses, successors, executors, administrators, heirs, legatees or former spouses distributees) to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent of the Borrower permitted by Section 7.06in an aggregate principal amount not to exceed $5,000,000; (j) unsecured Indebtedness incurred by the Borrower or in an aggregate principal amount not to exceed $250.0 million at any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including customary earnouts) or other similar adjustmentstime outstanding; (k) Indebtedness consisting in respect of obligations (i) performance bonds, bid bonds, surety bonds, workers’ compensation claims, performance and completion guarantees and similar obligations, in each case provided in the ordinary course of the Borrower or any of its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactionsbusiness, and Permitted Acquisitions or any other Investment expressly permitted hereunder(ii) appeal bonds; (l) Cash Management Obligations and other Indebtedness in respect consisting of netting services, automatic clearinghouse arrangements, arrangements and overdraft protections and similar arrangements in each case in connection with deposit accounts incurred in the ordinary course of business and any Guarantees thereofbusiness; (m) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is promptly covered by the Borrower or any of its Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan PartiesSubsidiary; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained Foreign Subsidiaries in supply arrangements, in each case, in the ordinary course of businessan aggregate principal amount not exceeding $10,000,000 at any time outstanding; (o) Indebtedness incurred by the Borrower or any of its Subsidiaries in a Permitted Acquisition or any other Investment expressly permitted hereunder, in each case to the extent constituting indemnification obligations, incentive, non-compete or other similar arrangements, or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (p) Indebtedness of any Loan Party or other Subsidiary of the Borrower on account of or in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts credit obtained in the ordinary course of business in connection with foreign operations or similar instruments issued or created branches in an aggregate principal amount not exceeding $5,000,000 at any time outstanding; and (q) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided . It is understood and agreed that any reimbursement obligations Indebtedness borrowed in respect thereof are reimbursed within 30 days following the due date thereof; (p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or a foreign currency shall continue to be permitted under this Section 7.02 notwithstanding any of its Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case fluctuation in the ordinary course of business or consistent with past practice; (q) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face Dollar amount of such Letter of Credit; (i) Permitted Notes, the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933Indebtedness, as amended) holding Term Loans and in a long as the outstanding principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (i) and (ii), Permitted Refinancings thereof; (s) Permitted Ratio Debt and any Permitted Refinancings thereof; (t) Indebtedness in respect of the Senior Notes and the Senior Unsecured Notes (including, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereof; and (u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) above. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (u) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type balance of such Indebtedness (denominated in one or more its original currency) does not exceed the maximum amount of the above clauses; provided that all such Indebtedness outstanding under the Loan Documents will at all times be deemed (denominated in such currency) permitted to be outstanding in reliance only on the exception in clause (a) of Section 7.03date such Indebtedness was incurred.

Indebtedness. Neither the Borrower nor will not, and will not permit any of the its Subsidiaries shall to, directly or indirectly, create, incur, assume or suffer guaranty or otherwise become or remain directly or indirectly liable with respect to exist any IndebtednessIndebtedness for borrowed money (including in the form of Disqualified Stock), exceptexcept for: (a) Indebtedness Permitted Debt of any a Loan Party under and any Guarantees of a Loan Party in respect thereof; provided that any Permitted Debt shall (i) not be secured other than as permitted by clause (1) of the Loan Documentsdefinition of Permitted Liens and (ii) not be subject to or benefit from any Guarantee by any Person that does not also Guarantee the Obligations; provided, further, that any Permitted Debt (other than any EETC Obligations, which may be senior or superpriority in right of payments from the EETC Collateral to the Obligations) shall be pari passu in right of payment with the Obligations; (b) Junior Lien Indebtedness of the Loan Parties and any Guarantees of a Loan Party in respect thereof; provided that either (i) outstanding on the Closing Date and listed on Schedule 7.03(b) and any such Junior Lien Indebtedness is Permitted Refinancing thereof and Indebtedness in respect of Permitted Debt, (ii) intercompany the aggregate amount of any such Junior Lien Indebtedness shall not exceed an aggregate principal amount of $5 million at any time outstanding on or (iii) such Junior Lien Indebtedness is Permitted Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to clause (i) or (ii) above (or any successive Permitted Refinancing Indebtedness); provided, further, that any Junior Lien Indebtedness shall not be secured other than as permitted by clause (2) of the Closing Date and any refinancing thereofdefinition of Permitted Liens; provided further that in the event such Indebtedness being Guaranteed is subordinated in right of payment to the Loans, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party then the related Guarantee shall be evidenced by an Intercompany Note; provided that all such Indebtedness subordinated in right of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated payment to the Obligations pursuant to an Intercompany NoteLoans or the Guarantees guaranteeing the Loans, as the case may be; (c) Guarantees by the Borrower and any Subsidiary in respect of Indebtedness of the Borrower or any Subsidiary of the Borrower otherwise permitted hereunder; provided that (A) no Guarantee of any Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness[reserved]; (d) unsecured Indebtedness of the Borrower Loan Parties that is Permitted Refinancing Indebtedness in respect of either Permitted Debt or Junior Lien Indebtedness (or any Subsidiary owing to successive Permitted Refinancing Indebtedness) and any Loan Party or any other Subsidiary (or issued or transferred to any direct or indirect parent Guarantees of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness shall be evidenced by an Intercompany Note; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset and any Permitted Refinancing thereof in an aggregate amount not to exceed the greater of (x) $30,000,000 and (y) 2.25% of Consolidated Total Assets of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing respect of any of the foregoing; (f) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereof; (g) Indebtedness of the Borrower or any Subsidiary assumed in connection with any Permitted Acquisition, provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, and any Permitted Refinancing thereof; provided that (xi) such Indebtedness and all Indebtedness resulting shall not be subject to or benefit from a Permitted Refinancing thereof is unsecured (except for Liens permitted any Guarantee by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and (y) both immediately prior and after giving effect theretoany Person that does not also Guarantee the Obligations, (1ii) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11; (h) Indebtedness representing deferred compensation to employees of the Borrower or any of its Subsidiaries incurred in the ordinary course of business; (i) Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent of the Borrower permitted by Section 7.06; (j) Indebtedness incurred by the Borrower or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including customary earnouts) or other similar adjustments; (k) Indebtedness consisting of obligations of the Borrower or any of its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder; (l) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereof; (m) Indebtedness of the Borrower or any of its Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries pari passu in right of payment with the Borrower that are not Loan Parties; (n) Indebtedness consisting Obligations or subordinated in right of (a) payment with the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangementsObligations, in each case, in the ordinary course of business; (o) Indebtedness incurred by the Borrower or with any of its Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof; (p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (q) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (i) Permitted Notes, the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), (ii) Permitted Notes that are offered and sold subordinated obligation on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures terms reasonably acceptable satisfactory to the Administrative Agent (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (i) and (ii), Permitted Refinancings thereof; (s) Permitted Ratio Debt and any Permitted Refinancings thereof; (t) Indebtedness in respect of the Senior Notes and the Senior Unsecured Notes (including, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereof; and (u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) above. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (u) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness being Guaranteed is subordinated in one right of payment to the Loans, then the related Guarantee shall be subordinated in right of payment to the Loans or more of the above clauses; provided that all Indebtedness outstanding under Guarantees guaranteeing the Loan Documents will at all times be deemed to be outstanding in reliance only on Loans, as the exception in clause (a) of Section 7.03.case may be;

Indebtedness. Neither the Borrower nor any of the Subsidiaries shall directly or indirectly, create, incur, assume or suffer to exist Incur any Indebtedness, except: (a) Indebtedness of any the Borrowers and the other Loan Party Parties under the Loan DocumentsDocuments (including pursuant to Sections 2.14 and 2.15); (b) [reserved]; (c) Indebtedness (i) outstanding on the Closing Date and listed on Schedule 7.03(b) 7.03 and any Permitted Refinancing Indebtedness thereof and (ii) that is intercompany Indebtedness among Holdings and the Restricted Subsidiaries outstanding on the Closing Date and any refinancing thereof, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Notedate hereof; provided that all such any intercompany Indebtedness of any Loan Party owed Borrower owing to Holdings or any other Restricted Subsidiary that is not (other than a Loan Party Borrower) shall be unsecured and subordinated in right of payment to the Obligations pursuant in a manner reasonably satisfactory to an Intercompany Notethe Administrative Agent; (cd) Guarantees by the Borrower Guarantee Obligations of Holdings and any Subsidiary its Restricted Subsidiaries in respect of Indebtedness of the Borrower or any Restricted Subsidiary of the Borrower otherwise permitted hereunder; provided that (A) no Guarantee of any Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (Bi) if the Indebtedness being Guaranteed guaranteed is subordinated in right of payment to the Obligations, such Guarantee Obligation shall be subordinated in right of payment to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness, (ii) no Guarantee Obligations of Holdings shall be permitted unless Holdings shall have also provided a Guarantee of the Obligations and (iii) no Guarantee Obligations of any Restricted Subsidiary in respect of any Indebtedness of Holdings or a Loan Party shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations; (de) Indebtedness of the Borrower Holdings or any Restricted Subsidiary owing to any Loan Party Holdings or any other Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all any such Indebtedness of any Borrower owing to Holdings or any other Restricted Subsidiary shall be evidenced by an Intercompany Notesubordinated in right of payment to the Obligations in a manner reasonably satisfactory to the Administrative Agent; (i) Attributable Indebtedness Capitalized Lease Obligations and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease or improvement of fixed or capital assets; provided that (x) such Indebtedness is Incurred concurrently with or within 270 days after the applicable asset acquisition, construction, repair, replacement, lease or improvement and any (y) after giving effect to such Incurrence, the aggregate principal amount of Indebtedness outstanding pursuant to this clause (i), together with the aggregate principal amount of Permitted Refinancing thereof Indebtedness (in respect of Indebtedness Incurred under this clause (i)) outstanding pursuant to clause (iii) below, shall not exceed the greater of (a) $25,000,000 and (b) 10.0% of Consolidated Total Assets as of the end of the Test Period most recently ended on or prior to the date such Indebtedness is Incurred based upon the Section 6.01 Financials most recently delivered on or prior to such date, (ii) Capitalized Lease Obligations arising out of Permitted Sale Leasebacks in an aggregate principal amount, together with the aggregate principal amount of Permitted Refinancing Indebtedness (in respect of Indebtedness Incurred under this clause (ii)) outstanding pursuant to clause (iii) below, not to exceed the greater of (x) $30,000,000 20,000,000 and (y) 2.258.0% of Consolidated Total Assets as of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstanding, (ii) Attributable Indebtedness arising out end of sale-leaseback transactions permitted by the Test Period most recently ended on or prior to the date such Capitalized Lease Obligation is Incurred based upon the Section 7.05(m) 6.01 Financials most recently delivered on or prior to such date and (iii) any Permitted Refinancing Indebtedness of any of Indebtedness set forth in the foregoingimmediately preceding clauses (i) and (ii); (fg) (i) Indebtedness of any Restricted Subsidiary arising under Capitalized Leases, other than Capitalized Leases in effect on the Closing Date (and set forth on Schedule 7.03) or Capitalized Leases entered into pursuant to Section 7.03(f); provided that at the time of Incurrence thereof and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Indebtedness under this clause (i), together with the aggregate principal amount of Permitted Refinancing Indebtedness outstanding pursuant to clause (ii) below, shall not exceed the greater of (x) $10,000,000 and (y) 4.0% of Consolidated Total Assets as of the end of the Test Period most recently ended on or prior to the date such Indebtedness is Incurred based upon the Section 6.01 Financials most recently delivered on or prior to such date; and (ii) any Permitted Refinancing Indebtedness Incurred to refinance such Indebtedness; (h) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred Incurred in the ordinary course of business and not for speculative purposes and Guarantees thereofpurposes; (gi) Indebtedness of the Borrower or any Subsidiary assumed in connection with any Permitted Acquisition, provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, and any Permitted Refinancing thereof; provided that (x) such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and (y) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11[reserved]; (hi) Indebtedness representing deferred compensation to employees employees, directors, consultants, partners, members, contract providers, independent contractors or other service providers of the Borrower Holdings (or any of its Parent Entity thereof) and the Restricted Subsidiaries incurred Incurred in the ordinary course of businessbusiness and (ii) other similar arrangements Incurred by Holdings or the Restricted Subsidiaries in connection with Permitted Acquisitions or other Investments expressly permitted under Section 7.02 (other than solely from clause (f) thereof); (ik) [reserved]; (l) unsecured Indebtedness consisting of promissory notes issued by Holdings or its Restricted Subsidiaries to current or former officers, managers, consultants, directors and directors, employees, partners, members and other service providers (or their respective estates, spouses or former spouses Immediate Family Members) to finance the retirement, acquisition, repurchase, purchase or redemption of Equity Interests of the Borrower Holdings (or any direct Parent Entity thereof to the extent such Parent Entity uses the proceeds to finance the purchase or indirect parent redemption (directly or indirectly) of its Equity Interests), in each case to the Borrower extent permitted by Section 7.06; (j) Indebtedness incurred by the Borrower or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including customary earnouts) or other similar adjustments; (k) Indebtedness consisting of obligations of the Borrower or any of its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder; (lm) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse ACH arrangements, overdraft protections and similar arrangements arrangements, in each case in connection with deposit accounts incurred in the ordinary course of business and any Guarantees thereof; (m) Indebtedness of the Borrower or any of its Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan Partiesbusiness; (n) Indebtedness consisting of (ai) the financing of insurance premiums or (bii) take-or-take or pay obligations contained in supply arrangements, in each case, entered into in the ordinary course of business; (o) Indebtedness incurred Incurred by the Borrower Holdings or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ banker’s acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of businessbusiness (and not in respect of Indebtedness), including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance insurance, or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof; (p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower Holdings or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (q) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit;. (r) (i) Permitted NotesIndebtedness Incurred by Holdings or a Non-Loan Party Subsidiary, and Guarantee Obligations Holdings or of Non-Loan Party Subsidiaries in respect thereof, in each case, in connection with working capital and other similar facilities; provided that the Net Proceeds aggregate principal amount of which are applied to Indebtedness, measured at the permanent repayment time of Term Loans Incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, of Non-Loan Parties pursuant to Section 2.05(b)(iiithis clause (i), together with the aggregate principal amount of Permitted Refinancing Indebtedness outstanding pursuant to clause (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933below, as amended) holding Term Loans and in a principal amount shall not to exceed the amount greater of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable (x) $10,000,000 and (y) 4.0% of Consolidated Total Assets as of the end of the Test Period most recently ended on or prior to the Administrative Agent date such Indebtedness is Incurred (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for measured as of such Permitted Notes shall be deemed to have been repaid immediately date) based upon the effectiveness of Section 6.01 Financials most recently delivered on or prior to such exchange, and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (i) date; and (ii), ) any Permitted Refinancings thereofRefinancing Indebtedness Incurred to Refinance such Indebtedness; (s) Permitted Ratio Debt additional Indebtedness in an aggregate principal amount, measured at the time of Incurrence and any Permitted Refinancings after giving Pro Forma Effect thereto and the use of the proceeds thereof, not to exceed the greater of (x) $50,000,000 and (y) 20.0% of Consolidated Total Assets as of the end of the Test Period most recently ended on or prior to the date such Indebtedness is Incurred (measured as of such date) based upon the Section 6.01 Financials most recently delivered on or prior to such date; (t) Indebtedness Incurred to finance a Permitted Acquisition (or similar Investment); provided that (i) immediately before and immediately after giving Pro Forma Effect to any such Permitted Acquisition (or similar Investment), no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.01 shall have occurred and be continuing, (ii) Holdings and each Borrower shall, and shall cause its Subsidiaries to, comply with the Collateral and Guarantee Requirement and Sections 6.10 and 6.12, (iii) no portion of such Indebtedness shall mature, and no scheduled principal payments in respect thereof shall be payable (other than customary amortization payments), prior to the Latest Maturity Date, and (iv) at the time of the Incurrence thereof and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the Interest Coverage Ratio (calculated on a Pro Forma Basis) is either (x) not less than 2.00:1.00 or (y) greater than or equal to the Interest Coverage Ratio of Holdings immediately prior to such transactions; (u) [reserved]; (v) [reserved]; (w) Indebtedness of Holdings or any Restricted Subsidiary, so long as (i) the Payment Conditions shall have been satisfied at the time of Incurrence thereof after giving effect thereto, (ii) the maturity date of such Indebtedness is after the Latest Maturity Date and (iii) no scheduled principal payments are payable in respect of such Indebtedness prior to the Senior Notes Latest Maturity Date (other than customary amortization payments); (x) Guarantee Obligations Incurred in the ordinary course of business in respect of obligations to suppliers, lessors, licensees or sublicensees; provided that any such Guarantee Obligations described in Section 7.03(d) shall be subject to the proviso set forth therein; (y) unsecured Indebtedness in respect of obligations of Holdings or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services, provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the Senior Unsecured Notes ordinary course of business and not in connection with the borrowing of money; (includingz) Indebtedness arising from agreements of Holdings or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations (including earn-outs), in each casecase entered into in connection with Permitted Acquisitions, other Investments and the Disposition of any guarantees thereofbusiness, assets or Equity Interests permitted hereunder; (aa) and, in each case, any Permitted Refinancing thereof[reserved]; (bb) [reserved]; and (ucc) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (tbb) above. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (ucc) above, the Borrower Holdings shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that (i) all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding have been Incurred in reliance only on the exception in clause clause (a) of this Section 7.03, (ii) for purposes of determining whether an item of Indebtedness meets the criteria of any category of Indebtedness described in clauses (a) through (cc) above at the time of any reclassification thereof, the portion of such item of Indebtedness to be reclassified will be deemed to have been Incurred on the date of such reclassification and (iii) any Lien securing any item of Indebtedness that is reclassified must be permitted under Section 7.01 after giving effect to such reclassification.

Indebtedness. Neither the Borrower nor any of the Subsidiaries shall directly or indirectly, createCreate, incur, assume or suffer to exist any IndebtednessIndebtedness or issue any Disqualified Equity Interest, exceptother than: (a) Indebtedness of any Loan Party under the Loan Documents; (b) Indebtedness (i) outstanding Indebtedness existing on the Closing Date and listed date hereof set forth on Schedule 7.03(b9.3(b) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Closing Date and any refinancing thereof, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Notedate hereof; provided that all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Non-Loan Party shall be unsecured and subordinated subject to the Obligations pursuant to an Intercompany NoteSubordination Agreement; (ci) Guarantees by the Borrower and any Subsidiary the Restricted Subsidiaries in respect of Indebtedness of the Borrower or any Subsidiary of the Borrower Restricted Subsidiaries otherwise permitted hereunderhereunder (except that a Restricted Subsidiary that is not a Loan Party may not, by virtue of this Section 9.3(c), Guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 9.3); provided that (A) no Guarantee by any Restricted Subsidiary of any Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth herein in the Guaranty, and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations Guaranty on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness, and (ii) any Guaranty by a Loan Party of Indebtedness of a Restricted Subsidiary that would have been permitted as an Investment by such Loan Party in such Restricted Subsidiary under Section 9.2(c); (d) Indebtedness of the Borrower or any Subsidiary of the Restricted Subsidiaries owing to any Loan Party the Borrower or any other Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.029.2; provided that (i) all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party shall be subject to the Intercompany Subordination Agreement and (ii) in the event of any such Indebtedness in respect of the sale, transfer or assignment of Current Asset Collateral, such Indebtedness shall be evidenced by an Intercompany Noteduly noted on the books and records of the Loan Parties as being owing in respect of Current Asset Collateral; (e) (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Subsidiary prior to or within 270 days after and the Restricted Subsidiaries financing the acquisition, construction, repair, replacement, lease replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred concurrently with or within two hundred and seventy (270) days after the applicable asset acquisition, construction, repair, replacement or improvement and any Permitted Refinancing thereof in an aggregate amount not to exceed the greater of (x) $30,000,000 and (y) 2.25% of Consolidated Total Assets of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) transactions, and, in each case, any Permitted Refinancing thereof; provided that the aggregate principal amount of Indebtedness at any one time outstanding incurred pursuant to this clause (e) shall not exceed the greater of $50,000,000 and 1.75% of Total Assets, in each case determined at the foregoingtime of incurrence; (f) Indebtedness in respect of Swap Contracts designed to hedge against Holdings’, the Borrower’s or any Restricted Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereof; (g) Indebtedness of the Borrower or any Subsidiary assumed in connection with any Permitted Acquisition, provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, and any Permitted Refinancing thereof; provided that (x) such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and (y) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11; (h) Indebtedness representing deferred compensation to employees of the Borrower or any of and its Subsidiaries incurred in the ordinary course of business; (ih) Indebtedness to current or former officers, directors, managers, consultants, directors consultants and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower Holdings (or any direct or indirect parent of the Borrower thereof) permitted by Section 7.069.6; (ji) Indebtedness incurred by the Borrower or any of its the Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, case to the extent constituting indemnification obligations or obligations in respect of purchase price (including customary earnoutsearn-outs) or other similar adjustments; (kj) Indebtedness consisting of obligations of the Borrower or any of its and the Restricted Subsidiaries under deferred compensation or other similar arrangements with employees incurred by such Person in connection with the Original Transactions, Transaction and Permitted Acquisitions or any other Investment expressly permitted hereunder; (lk) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections protections, employee credit card programs and other cash management and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereof; (ml) Indebtedness of the Borrower or any of its Subsidiaries, and the Restricted Subsidiaries in an aggregate principal amount that at the any time of, and after giving effect to, the incurrence thereof, would outstanding not to exceed the greater of (x) $75,000,000 100,000,000 and (y) 5.503.25% of Total Assets, in each case determined at the Consolidated Total Assets time of the Borrower and its Subsidiariesincurrence; provided that no more than a maximum of the greater of $35,000,000 25,000,000 and 2.501.00% of Consolidated Total Assets in aggregate principal amount of such Indebtedness shall may be incurred under this clause (m) by Subsidiaries of the Borrower that are not Non-Loan Parties, in each case determined at the time of incurrence; (nm) Indebtedness consisting of (ai) the financing of insurance premiums or (bii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (on) Indebtedness incurred by the Borrower or any of its the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including business consistent with past practice in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof; (po) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its the Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (qi) Indebtedness supported by a Letter of Credit, in a an aggregate principal amount not to exceed $1,475,000,000 at any time outstanding under the face amount of such Letter of Credit; (i) Permitted Notes, the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), Facility and (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent obligations in respect of (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, ii)(A) obligations under Secured Hedge Agreements and (iiiB) Cash Management Obligations (in the case of Permitted Notes incurred under any each of the foregoing clauses (A) and (B), as defined in the Term Facility Credit Agreement) at any time outstanding and not incurred in violation of Section 9.3(f), in each case and, in respect of clauses (i) and (ii), any Permitted Refinancings Refinancing thereof; (s) Permitted Ratio Debt and any Permitted Refinancings thereof; (ti) Indebtedness in respect of the Senior Notes and the Senior Unsecured Notes (including, in each case, including any guarantees thereof) and (ii) any Permitted Refinancing thereof; (r) Indebtedness incurred by a Foreign Subsidiary which, when aggregated with the principal amount of all other Indebtedness incurred pursuant to this clause (r) and then outstanding, does not exceed $25,000,000; (i) other unsecured Indebtedness of the Borrower or any Restricted Subsidiary, so long as (A) the Payment Conditions shall have been satisfied after giving effect thereto and (B) the maturity date and Weighted Average Life to Maturity of such Indebtedness is at least six (6) months after the Latest Maturity Date at the time of incurrence of such Indebtedness and (ii) other Indebtedness that is secured and subordinated, provided that such Indebtedness (A) is not secured by any Current Asset Collateral, (B) is subject to an intercreditor agreement containing terms that are at least as favorable to the Secured Parties as those contained in the Intercreditor Agreement and (C) has a maturity date and Weighted Average Life to Maturity that is at least six (6) months after the Latest Maturity Date at the time of incurrence of such Indebtedness (and any Permitted Refinancing thereof); (t) [reserved]; (u) Indebtedness in respect of letters of credit issued for the account of any of the Subsidiaries of Holdings to finance the purchase of Inventory so long as (x) such Indebtedness is unsecured and (y) the aggregate principal amount of such Indebtedness does not exceed $50,000,000 at any time; (v) Indebtedness (i) of any Person that becomes a Restricted Subsidiary after the date hereof, which Indebtedness is existing at the time such Person becomes a Restricted Subsidiary and is not incurred in contemplation of such Person becoming a Restricted Subsidiary that is non-recourse to the Borrower, Holdings or any other Restricted Subsidiary (other than any Subsidiary of such Person that is a Subsidiary on the date such Person becomes a Restricted Subsidiary after the date hereof) and is either (A) unsecured or (B) secured only by the assets of such Restricted Subsidiary by Liens permitted under Section 9.1(p) and, in each case, any Permitted Refinancing thereof, and (ii) of the Borrower or any Restricted Subsidiary incurred or assumed in connection with any Permitted Acquisition that is secured only by Liens permitted under Section 9.1(p) (and any Permitted Refinancing of the foregoing) and so long as the aggregate principal amount of such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof at any time outstanding pursuant to clause (v)(ii) does not exceed $50,000,000; provided that Indebtedness incurred under clause (i)(B) or clause (ii) of this paragraph (v) that is secured by assets of a type that would otherwise constitute Current Asset Collateral shall not exceed an aggregate amount outstanding of $25,000,000 and any such assets shall have been and at all times be segregated from, and not commingled with, Current Asset Collateral, with reasonably satisfactory evidence of compliance with the foregoing to be provided to the Administrative Agent promptly upon request; and (uw) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (tv) above. Notwithstanding the foregoing, no Restricted Subsidiary that is a Non-Loan Party will guarantee any Indebtedness for borrowed money of a Loan Party unless such Restricted Subsidiary becomes a Guarantor. For purposes of determining compliance with this Section 7.03any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the event that an item case of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (u) aboveterm debt, the Borrower shallor first committed, in its sole discretionthe case of revolving credit debt; provided that if such Indebtedness is incurred to extend, classify replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and reclassify such extension, replacement, refunding, refinancing, renewal or later dividedefeasance 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 extension, classify replacement, refunding, refinancing, renewal or reclassify defeasance, such item Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness (or any portion thereof) and will only be required to include does not exceed the principal amount and type of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in one or more connection with such refinancing. The accrual of interest, the above clauses; provided that all accretion of accreted value and the payment of interest in the form of additional Indebtedness outstanding under the Loan Documents will at all times shall not be deemed to be outstanding an incurrence of Indebtedness for purposes of this Section 9.3. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrower dated such date prepared in reliance only on the exception in clause (a) of Section 7.03accordance with GAAP.

Indebtedness. Neither the Borrower nor any of the Subsidiaries shall directly or indirectly, createCreate, incur, assume or suffer to exist any Indebtedness, exceptother than: (a) Indebtedness of any Loan Party the Parent Borrower and the Restricted Subsidiaries under the Loan Documents; (bi) Indebtedness existing on the Specified Date; provided that any Indebtedness (i) outstanding other than Indebtedness refinanced on the Closing Date and listed in connection with the Transactions) that is in excess of (x) $5,000,000 individually or (y) $10,000,000 in the aggregate (when taken together with all other Indebtedness outstanding in reliance on this clause (b) that is not set forth on Schedule 7.03(b)) shall only be permitted under this clause (b) to the extent that such Indebtedness is set forth on Schedule 7.03(b) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Closing Date hereof and any refinancing Permitted Refinancing thereof, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness (other than the Parent Borrower Obligor Cash Management Note) of any Loan Party owed to any Subsidiary Person that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to an Intercompany Noteintercompany note reasonably satisfactory to the Administrative Agent; (c) Guarantees by the Parent Borrower and or any Subsidiary of its Restricted Subsidiaries in respect of Indebtedness of the Parent Borrower or any Subsidiary of the Borrower its Restricted Subsidiaries otherwise permitted hereunderhereunder (except that a Restricted Subsidiary that is not a Loan Party may not, by virtue of this Section 7.03(c), Guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 7.03); provided that (A) no Guarantee by any Restricted Subsidiary of any Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party Restricted Subsidiary shall have also provided a Guarantee Guaranty of the Obligations substantially on the terms set forth herein in the Guaranty and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee Guaranty shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; provided that, in any event, any Guaranty of the New Senior Notes or Permitted Additional Notes shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the New Senior Notes Indenture on the Closing Date; (d) Indebtedness of the Parent Borrower or any Subsidiary of its Restricted Subsidiaries owing to any Loan Party the Parent Borrower or any other Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party (other than the Parent Borrower Obligor Cash Management Note) shall be evidenced by unsecured and subordinated to the Obligations pursuant to an Intercompany Noteintercompany note reasonably satisfactory to the Administrative Agent; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred concurrently with or within two hundred and seventy (270) days after the applicable asset and any Permitted Refinancing thereof in an aggregate amount not to exceed the greater of (x) $30,000,000 and (y) 2.25% of Consolidated Total Assets of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstandingacquisition, construction, repair, replacement or improvement, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(mtransactions, and (iii) Indebtedness arising under Capitalized Leases other than those in effect on the Specified Date or entered into pursuant to subclauses (i) and (ii) of this clause (e) and, in the case of clauses (i), (ii) and (iii) ), any Permitted Refinancing thereof; provided that not more than $150,000,000 in aggregate principal amount of Indebtedness incurred pursuant to this paragraph (e) shall be outstanding at any of the foregoingtime; (f) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereof; (g) [Reserved] (h) Indebtedness of the Borrower or any Subsidiary assumed in connection with any Permitted Acquisition, : provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisitionacquisition, and any Permitted Refinancing thereof; provided that (x) of any of the foregoing and so long as the aggregate principal amount of such Indebtedness and all Indebtedness resulting from a any Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and (y) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made at any time outstanding pursuant to a legally binding commitment entered into this paragraph (h) does not exceed $250,000,000, determined at a the time when no Default exists or would result therefrom), and (2) the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11of incurrence; (hi) [Reserved]; (j) Indebtedness representing deferred compensation to employees of the Parent Borrower or any of its Subsidiaries incurred in the ordinary course of business; (ik) Indebtedness to current or former officers, directors, managers, consultants, directors consultants and employees, their respective estates, spouses Controlled Investment Affiliates or former spouses Immediate Family Members to finance the purchase or redemption of Equity Interests of the Borrower Holdings (or any direct or indirect parent of the Borrower thereof) permitted by Section 7.06; (jl) Indebtedness incurred by arising from agreements of the Parent Borrower or any a Restricted Subsidiary providing for indemnification, adjustment of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder purchase price or any Dispositionsimilar obligations, in each case, constituting indemnification obligations incurred or obligations in respect of purchase price (including customary earnouts) or other similar adjustments; (k) Indebtedness consisting of obligations of the Borrower or any of its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person assumed in connection with the Original Transactionsdisposition of any business, and Permitted Acquisitions assets or a Subsidiary, other than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business or assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that such Indebtedness is not reflected on the balance sheet (other Investment expressly permitted hereunderthan by application of FASB Interpretation No. 45 as a result of an amendment to an obligation in existence on the Closing Date) of the Parent Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (l)); (lm) [Reserved]; (n) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections protections, employee credit card programs and other cash management and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereof; (mo) Indebtedness of the Borrower or any of its Subsidiaries, in an aggregate principal amount that at the any time of, and after giving effect to, the incurrence thereof, would outstanding not to exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan Parties1,000,000,000; (np) Indebtedness consisting of (ai) the financing of insurance premiums or (bii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (oq) Indebtedness incurred by the Parent Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of businessbusiness or consistent with past practice, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof; (pr) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Parent Borrower or any of its the Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (qs) Indebtedness supported of CCOH and its Restricted Subsidiaries, the proceeds of which are solely used to refinance the CCU Term Note, provided that the Net Cash Proceeds from such repayment is applied to prepay the CF Facilities to the extent required by a Letter of Credit, the CF Credit Agreement. (t) Indebtedness under the CF Facilities and any Permitted Refinancing thereof in a an aggregate principal amount not to exceed the face aggregate principal amount of such Letter of Creditcommitment under the CF Facilities on the Closing date plus any Incremental Loans (as defined under the CF Facilities); (i) Permitted Notes, Indebtedness and Guarantees by Guarantors in respect of the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), (ii) Permitted New Senior Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a an aggregate principal amount not to exceed $2,310,000,000 plus the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (i) PIK Interest Amount and (ii), ) any Permitted Refinancings Refinancing thereof; (sv) Permitted Ratio Debt and any Permitted Refinancings thereof[Reserved]; (t) Indebtedness in respect of the Senior Notes and the Senior Unsecured Notes (including, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereof; and (uw) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (tu) aboveabove and (x) through (aa) below; (x) Guarantees incurred in the ordinary course of business in respect of obligations not constituting Indebtedness to suppliers, customers, franchisees, lessors and licensees; (y) Indebtedness incurred in the ordinary course of business in respect of obligations of the Parent Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (z) Indebtedness in respect of (i) Permitted Additional Notes provided the Net Cash Proceeds therefrom are immediately after the receipt thereof, used to prepay the CF Facilities to the extent required by the CF Credit Agreement and (ii) any Permitted Refinancing of the foregoing; (aa) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (bb) Indebtedness consisting of obligations of the Parent Borrower and its Restricted Subsidiaries under deferred compensation to employees or other similar arrangements incurred by such Person in connection with the Transactions, any Permitted Acquisition or any other Investment expressly permitted hereunder; (cc) Indebtedness incurred by a Securitization Entity in a Qualified Securitization Financing that is not recourse (except for Standard Securitization Undertakings) to Holdings or any of its Subsidiaries or the Parent Borrower or any of its Subsidiaries (other than another Securitization Entity); and (dd) Indebtedness of any Non-Loan Party that is a Restricted Subsidiary in an amount not to exceed $400,000,000 at any one time outstanding. Notwithstanding the foregoing, no Restricted Subsidiary that is not a Loan Party will guarantee any Indebtedness for borrowed money of a Loan Party unless such Restricted Subsidiary becomes a Subsidiary Guarantor. In addition, notwithstanding the foregoing, (i) Restricted Subsidiaries that are not Loan Parties may not incur Indebtedness pursuant to, without duplication, the first paragraph of this Section and clauses (g), (h) and (o) of this Section in an aggregate combined principal amount at any time outstanding in excess of $500,000,000 in each case determined at the time of incurrence and (ii) until the Existing Notes Condition shall have been satisfied, (A) the Parent Borrower shall not, and shall not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any Guarantee of the Existing Notes and (B) all Indebtedness owed to the Parent Borrower by any Subsidiary Guarantor (other than the Parent Borrower Obligor Cash Management Note) shall be unsecured and subordinated to the Obligations pursuant to an intercompany note reasonably satisfactory to the Administrative Agent. For purposes of determining compliance with this Section 7.03any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the event that an item case of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (u) aboveterm debt, the Borrower shallor first committed, in its sole discretionthe case of revolving credit debt; provided that if such Indebtedness is incurred to extend, classify replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and reclassify such extension, replacement, refunding, refinancing, renewal or later dividedefeasance 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 extension, classify replacement, refunding, refinancing, renewal or reclassify defeasance, such item Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness (or any portion thereof) and will only be required to include does not exceed the principal amount and type of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in one or more connection with such refinancing. The accrual of interest, the above clauses; provided that all accretion of accreted value and the payment of interest in the form of additional Indebtedness outstanding under the Loan Documents will at all times shall not be deemed to be outstanding in reliance only on the exception in clause (a) an incurrence of Indebtedness for purposes of this Section 7.03. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Parent Borrower dated such date prepared in accordance with GAAP.

Indebtedness. Neither the (a) The Borrower will not, nor will it permit any of the Subsidiaries shall Subsidiary to, directly or indirectly, create, incur, assume or suffer permit to exist any Indebtedness, except: (ai) Indebtedness of any Loan Party created under the Loan Documents; (bii) Indebtedness (i) outstanding existing on the Closing Effective Date and listed set forth on Schedule 7.03(b6.01 and Refinancing Indebtedness in respect thereof; (iii) Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary; provided that (A) such Indebtedness shall not have been transferred or pledged to any other Person (other than the Borrower or any Subsidiary) and (B) any Permitted Refinancing thereof and (ii) intercompany such Indebtedness outstanding on the Closing Date and owing by any refinancing thereof, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to an Intercompany Noteon terms customary for intercompany subordinated Indebtedness, as reasonably determined by the Administrative Agent; (civ) Guarantees by the Borrower and of Indebtedness of any Subsidiary in respect and by any Subsidiary of Indebtedness of the Borrower or any Subsidiary of the Borrower otherwise permitted hereunderother Subsidiary; provided that (A) no Guarantee of any Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee so guaranteed shall not be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtednessprohibited by this Section; (dv) Indebtedness of the Borrower or any Subsidiary owing incurred to finance the acquisition, construction or improvement of any Loan Party fixed or capital assets, including Capital Lease Obligations, Synthetic Lease Obligations and any other Subsidiary (or issued or transferred to Indebtedness assumed in connection with the acquisition of any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02such assets, and Refinancing Indebtedness in respect thereof; provided that all such Indebtedness shall be evidenced by an Intercompany Note; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset is incurred by the Borrower or any Subsidiary prior to or within 270 180 days after such acquisition or the acquisition, construction, repair, replacement, lease completion of such construction or improvement of the applicable asset and any Permitted Refinancing thereof in an aggregate amount not to exceed the greater of (x) $30,000,000 and (y) 2.25% of Consolidated Total Assets of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any of the foregoingimprovement; (fvi) Indebtedness of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the date hereof, or Indebtedness of any Person that is assumed by any Subsidiary in connection with an acquisition of assets by such Subsidiary, and Refinancing Indebtedness in respect thereof; provided that (A) such original Indebtedness exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in contemplation of Swap Contracts designed to hedge against or in connection with such Person becoming a Subsidiary (or such merger or consolidation) or such assets being acquired and (B) neither the BorrowerBorrower nor any Subsidiary (other than such Person or the Subsidiary with which such Person is merged or consolidated or that so assumes such Person’s Indebtedness) shall Guarantee or any Subsidiary’s exposure to interest ratesotherwise become liable for the payment of such Indebtedness; (vii) performance bonds, foreign exchange rates or commodities pricing risks incurred bid bonds, surety bonds, appeal bonds, completion Guarantees and similar obligations, in each case provided in the ordinary course of business and not for speculative purposes and Guarantees thereof; (g) Indebtedness or in connection with the enforcement of rights or claims of the Borrower or any Subsidiary assumed its Subsidiaries or in connection with any Permitted Acquisition, provided judgments that such Indebtedness is do not incurred result in contemplation a Default or an Event of such Permitted Acquisition, and any Permitted Refinancing thereof; provided that (x) such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and (y) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11Default; (hviii) Indebtedness representing deferred compensation owed to employees of the Borrower or any of its Subsidiaries incurred in the ordinary course of business; (i) Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent of the Borrower permitted by Section 7.06; (j) Indebtedness incurred by the Borrower or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including customary earnouts) or other similar adjustments; (k) Indebtedness consisting of obligations of the Borrower or any of its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder; (l) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereof; (m) Indebtedness of the Borrower or any of its Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan Parties; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by the Borrower or any of its Subsidiaries in respect of letters of credit, bank guarantees, bankersproviding workers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claimscompensation, health, disability or other employee benefits or property, casualty or liability insurance insurance, pursuant to reimbursement or self-insurance or other Indebtedness with respect indemnification obligations to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations such Person, in respect thereof are reimbursed within 30 days following each case incurred in the due date thereofordinary course of business; (pix) obligations Indebtedness under Swap Agreements permitted under Section 6.06; (x) Capital Lease Obligations in connection with any Sale/Leaseback Transactions; (xi) Indebtedness owed in respect of performanceoverdrafts and related liabilities arising from treasury, biddepository and cash management services or in connection with any automated clearinghouse transfers of funds; (xii) Indebtedness consisting of indemnification, appeal and surety bonds and performance and completion guarantees and adjustment of purchase price, earnout or similar obligations provided (and Guarantees of such Indebtedness), in each case, incurred in connection with the disposition of any business, assets or a Subsidiary of the Borrower, other than Guarantees of Indebtedness incurred or assumed by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing or otherwise in connection with such acquisition; provided, however, that (A) such Indebtedness is not reflected on the balance sheet of the Borrower or any Subsidiary prepared in accordance with GAAP (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of its Subsidiaries or obligations this clause (A)) and (B) the maximum aggregate liability in respect of letters all such Indebtedness shall not exceed the gross proceeds, including the fair market value of creditnon-cash proceeds (the fair market value of such non-cash proceeds being measured at the time such proceeds are received and without giving effect to any subsequent changes in value), bank guarantees or similar instruments related thereto, actually received by the Borrower and the Subsidiaries in each case connection with such disposition; (A) Guarantees by Foreign Subsidiaries of foreign third party grower obligations incurred in the ordinary course of business in an aggregate amount outstanding at any time, taken together with the grower obligations referred to in clause (B), not to exceed $500,000,000; provided that each such Guarantee incurred by a Foreign Subsidiary shall be solely in respect of obligations of its own growers or the growers of a Subsidiary that is organized under the laws of the same nation as such Foreign Subsidiary; (B) Guarantees by the Borrower or any Subsidiary Guarantor of foreign third party grower obligations incurred in the ordinary course of business in an aggregate amount outstanding at any time not to exceed $100,000,000; and (C) Guarantees by the Borrower or any Subsidiary Guarantor of the obligations of third party growers located in the United States incurred in the ordinary course of business in an aggregate amount outstanding at any time not to exceed $200,000,000; (xiv) customer deposits and advance payments received in the ordinary course of business and consistent with past practicepractices from customers for goods purchased in the ordinary course of business; (qxv) Securitization Transactions the aggregate amount of which (as determined in accordance with the second sentence of the definition of Securitization Transaction) shall not exceed $500,000,000 at any time outstanding, provided that as of the date of the establishment of any Securitization Transaction no Default or Event of Default shall have occurred and be continuing or would result therefrom; (xvi) Indebtedness supported owing by a Letter of Creditany SPE Subsidiary to the Borrower or any other Subsidiary to the extent that such intercompany Indebtedness has been incurred to finance, in part, the transfers of accounts receivable and/or payment intangibles, interests therein and/or related assets and rights to such SPE Subsidiary in connection with a principal amount Securitization Transaction permitted pursuant to clause (xv) above; (xvii) Indebtedness of Foreign Subsidiaries and Guarantees by the Borrower thereof not to exceed $500,000,000 at any time outstanding; (xviii) other unsecured Indebtedness; provided that the face aggregate principal amount of such Letter unsecured Indebtedness of Credit;Subsidiaries outstanding under this clause (xviii) at any time, together with the aggregate principal amount of secured Indebtedness outstanding under clause (xix) at such time, shall not exceed 15% of Consolidated Net Tangible Assets; and (ixix) Permitted Notes, Indebtedness of the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Borrower or any Subsidiary secured by Liens permitted under Section 2.05(b)(iii), (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws6.02(xiv); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness aggregate principal amount of such exchange, and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (i) and (ii), Permitted Refinancings thereof; (s) Permitted Ratio Debt and any Permitted Refinancings thereof; (t) Indebtedness in respect of the Senior Notes and the Senior Unsecured Notes (including, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereof; and (u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) above. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (u) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding under this clause (xix) at any time, together with the Loan Documents will aggregate principal amount of unsecured Indebtedness of Subsidiaries outstanding under clause (xviii) at all times be deemed to be outstanding in reliance only on the exception in clause such time, shall not exceed 15% of Consolidated Net Tangible Assets. (b) Notwithstanding any provision of paragraph (a) of Section 7.03this Section, no Subsidiary shall be liable for any Material Indebtedness of the Borrower, under any Guarantee or otherwise, unless it shall also Guarantee the Obligations on terms, and under documentation, reasonably satisfactory to the Administrative Agent.

Indebtedness. Neither the Borrower nor any of the Subsidiaries shall directly or indirectlyCreate, createissue, incur, assume or suffer to exist become liable in respect of any Indebtedness, Indebtedness except: (a) Indebtedness of any Group Member pursuant to any Loan Party under the Loan DocumentsDocument; (b) Indebtedness (i) outstanding on of any Group Member pursuant to the Closing Date Term Facility Agreement or any other Term Facility Document and listed on Schedule 7.03(b) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Closing Date and any refinancing thereof, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness in respect of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to an Intercompany Notethereof; (c) Guarantees Indebtedness (i) among Group Members, (ii) among Foreign Subsidiaries or (iii) among Group Members and their Subsidiaries; provided that the sum of Indebtedness owed by Subsidiaries that are not Guarantors to the Borrower or any Guarantor and Indebtedness owed by Unrestricted Subsidiaries to the Borrower or any Restricted Subsidiary in respect shall not exceed an aggregate principal amount of $5,000,000 at any one time outstanding; provided that any such Indebtedness of the Borrower or any Subsidiary of the Borrower otherwise permitted hereunder; provided that (A) no Guarantee of any Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee Guarantor shall be subordinated to the Guarantee of the Obligations on terms at least as favorable reasonably satisfactory to the Lenders as those contained in the subordination of such IndebtednessAdministrative Agent; (d) Indebtedness of the Borrower or any Subsidiary owing to any Loan Party or any other Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness shall be evidenced by an Intercompany Note; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset and any Permitted Refinancing thereof in an aggregate amount not to exceed the greater of (x) $30,000,000 and (y) 2.25% of Consolidated Total Assets of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any of the foregoing; (f) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks Guarantee Obligations incurred in the ordinary course of business by (i) the Borrower or any of its Subsidiaries of obligations of any Guarantor and (ii) any Restricted Subsidiary that is not for speculative purposes a Guarantor of obligations of any other Restricted Subsidiary; (e) Indebtedness outstanding on the date hereof and Guarantees listed on Schedule 6.1(e) and any Permitted Refinancing Indebtedness in respect thereof; (f) Indebtedness with respect to Capital Lease Obligations (including Sale and Leaseback transactions) in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; (g) Purchase Money Indebtedness of in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; provided that any such Indebtedness (i) shall be secured only by the Borrower or any Subsidiary assumed asset acquired in connection with any Permitted Acquisition, provided that such Indebtedness is not incurred in contemplation the incurrence of such Permitted AcquisitionIndebtedness, and any Permitted Refinancing thereof; provided that (xii) shall constitute not less than 100% of the aggregate consideration paid with respect to such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) asset and (yiii) both immediately prior and shall be incurred within 180 days after giving effect thereto, (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11date of acquisition of such asset; (h) Indebtedness representing deferred compensation incurred by the Borrower or any of the Restricted Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing the performance of the Borrower or any such Subsidiary pursuant to employees such agreements, in connection with Permitted Acquisitions or permitted dispositions of any business, assets or Subsidiary of the Borrower or any of its Subsidiaries Subsidiaries; (i) Indebtedness which may be deemed to exist pursuant to any guarantees, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (i) Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent of the Borrower permitted by Section 7.06; (j) Indebtedness incurred by the Borrower or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including customary earnouts) or other similar adjustments; (k) Indebtedness consisting of obligations of the Borrower or any of its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder; (l) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case otherwise in connection with deposit accounts, securities accounts or cash management service; (k) Guarantee Obligations incurred in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the Borrower and the Restricted Subsidiaries; (l) Indebtedness of any Guarantees Foreign Subsidiary incurred in respect of bank guarantees, letters or credit or similar instruments to support local, legal, regulatory, solvency or consumer requirements or tax disputes; (m) (i) Indebtedness in respect of (i) Flooring Arrangements in an aggregate amount not to exceed $20,000,000 at any time outstanding and (ii) Showcase Arrangements; (n) Indebtedness incurred by Foreign Subsidiaries under working capital facilities in an aggregate principal amount not to exceed Euro 10,000,000 at any time outstanding; (o) Indebtedness assumed in connection with a Permitted Acquisition so long as such Indebtedness is in existence at the time of the consummation of the Permitted Acquisition and is not created in anticipation thereof and Permitted Refinancing Indebtedness in respect thereof; (mp) additional Indebtedness of the Borrower or any of the Restricted Subsidiaries in an aggregate principal amount (for the Borrower and all Restricted Subsidiaries) not to exceed $25,000,000 at any one time outstanding; (q) Indebtedness of the Borrower or any of its Subsidiaries, the Restricted Subsidiaries incurred in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan Parties; (n) Indebtedness consisting of (a) connection with the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred that is secured solely by the Borrower or any of its Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof; (p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (q) Indebtedness supported by a Letter of Credit, in a principal amount financed not to exceed the face amount of such Letter of Credit; (i) Permitted Notes, the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iii) $3,000,000 in the case of Permitted Notes incurred under aggregate at any of the foregoing clauses (i) and (ii), Permitted Refinancings thereof; (s) Permitted Ratio Debt and any Permitted Refinancings thereof; (t) Indebtedness in respect of the Senior Notes and the Senior Unsecured Notes (including, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereoftime outstanding; and (ur) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest Indebtedness incurred on obligations described in clauses (a) through (t) above. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (u) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance only on the exception in clause (a) of Section 7.03a Threshold Transaction Date.

Indebtedness. Neither the Borrower nor any of the Subsidiaries shall directly or indirectly, createCreate, incur, assume or suffer to exist any Indebtedness, exceptprovided that the Borrower or any Guarantor may incur Permitted Additional Debt if (i) (x) immediately before and after such incurrence on a Pro Forma Basis (including a pro forma application of the net proceeds therefrom), no Default shall have occurred and be continuing and (y) the Total Leverage Ratio (excluding for this purpose the cash proceeds of any Indebtedness incurred on such date) as of the last day of the Test Period immediately preceding such incurrence would be less than or equal to 6.00 to 1.00 or (ii) such Indebtedness is a Permitted Refinancing of Indebtedness previously incurred under clause (i) of this proviso. The limitations set forth in the immediately preceding sentence shall not apply to any of the following items: (a) Indebtedness of any Loan Party the Borrower and the Restricted Subsidiaries under the Loan Documents; (i) Indebtedness existing on the date hereof; provided that any Indebtedness that is in excess of (x) $5,000,000 individually or (y) $20,000,000 in the aggregate (when taken together with all other Indebtedness outstanding in reliance on this clause (b) Indebtedness (i) outstanding on the Closing Date and listed that is not set forth on Schedule 7.03(b)) shall only be permitted under this clause (b) to the extent such Indebtedness is set forth on Schedule 7.03(b), and any Permitted Refinancing thereof and thereof, (ii) intercompany Indebtedness outstanding on the date hereof and (iii) for a period of sixty-one (61) days after the Closing Date and any refinancing thereofDate, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to under the Obligations pursuant to an Intercompany NoteSenior Subordinated Notes; (c) Guarantees by the Borrower and any Subsidiary the Restricted Subsidiaries in respect of Indebtedness of the Borrower or any Subsidiary of the Borrower Restricted Subsidiaries otherwise permitted hereunderhereunder (except that a Restricted Subsidiary that is not a Loan Party may not, by virtue of this Section 7.03(c), Guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 7.03); provided that (A) no Guarantee by any Restricted Subsidiary of any Junior Financing the Senior Notes or any Permitted Refinancing thereof Additional Debt incurred pursuant to the proviso of the first sentence of this Section 7.03 or pursuant to Section 7.03(x) below shall be permitted unless such guaranteeing party Restricted Subsidiary shall have also provided a Guarantee of the Obligations on pursuant to the terms set forth herein Guaranty and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (d) Indebtedness of the Borrower or any Subsidiary of the Restricted Subsidiaries owing to any Loan Party Holdings, the Borrower or any other Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) Restricted Subsidiary, and Guarantees, in each case to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness shall be evidenced by an Intercompany Note; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred not later than two hundred and seventy (270) days after completion of the applicable asset and any Permitted Refinancing thereof in an aggregate amount not to exceed the greater of (x) $30,000,000 and (y) 2.25% of Consolidated Total Assets of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstandingacquisition, construction, repair, replacement or improvement, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m7.05(f), (iii) Indebtedness arising under Capitalized Leases other than those in effect on the date hereof or entered into pursuant to sub-clauses (i) and (ii) of this clause (e); provided that the aggregate principal amount of Indebtedness at any time outstanding pursuant to this sub-clause (iii) shall not exceed the greater of $40,000,000 and 1.5% of Total Assets, in each case determined as of the date of incurrence and (iv) any Permitted Refinancing of any of Indebtedness set forth in the foregoingimmediately preceding clauses (i), (ii) and (iii); (f) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereof; (g) Indebtedness of the Borrower or any Restricted Subsidiary (i) assumed in connection with any Permitted Acquisition or (ii) incurred to finance a Permitted Acquisition, in each case, that is secured only by the assets or business acquired in the applicable Permitted Acquisition (including any acquired Equity Interests) (and any Permitted Refinancing of the foregoing) and so long as the aggregate principal amount of such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof at any time outstanding pursuant to this paragraph (g) does not exceed the greater of $50,000,000 and 2.0% of Total Assets, in each case determined as of the date of incurrence; (i) Indebtedness of the Borrower or any Restricted Subsidiary (A) assumed in connection with any Permitted Acquisition, ; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, or (B) incurred to finance a Permitted Acquisition and (ii) any Permitted Refinancing thereofof the foregoing; provided provided, in each case that (x) such Indebtedness and all Indebtedness resulting from a any Permitted Refinancing thereof (x) is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and (y) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Borrower and its Subsidiaries will be in Total Leverage Ratio (calculated on a Pro Forma Compliance Basis, including giving Pro Forma Effect to the assumption or incurrence of such Indebtedness) shall not be greater than 6.00 to 1.00; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the covenants set forth material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in Section 7.11good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees); provided further that notwithstanding anything contained in the Loan Documents to the contrary, (a) the only obligors with respect to any Indebtedness incurred pursuant to clause (A) of this paragraph or any Permitted Refinancing of Indebtedness in respect thereof shall be those Persons who were obligors with respect to such Indebtedness immediately prior to such Permitted Acquisition and (b) Restricted Subsidiaries that are Non-Loan Parties may not incur Indebtedness pursuant to this clause (h) in an aggregate principal amount at any time outstanding in excess of the greater of $50,000,000 and 2.0% of Total Assets, in each case determined as of the date of incurrence; (hi) Indebtedness representing deferred compensation to employees of the Borrower or any of and its Subsidiaries incurred in the ordinary course of business; (ij) Indebtedness to current or former officers, directors, managers, consultants, directors consultants and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower (or any direct or indirect parent of the Borrower thereof) permitted by Section 7.06; (jk) Indebtedness incurred by the Borrower or any of its the Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, case to the extent constituting indemnification obligations or obligations in respect of purchase price (including customary earnoutsearn-outs) or other similar adjustments; (kl) Indebtedness consisting of obligations of the Borrower or any of its and the Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, and any Permitted Acquisitions or any other Investment expressly permitted hereunder; (lm) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections protections, employee credit card programs and other cash management and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereof; (mn) Indebtedness of the Borrower or any of its Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not to exceed the greater of (x) $75,000,000 125,000,000 and (y) 5.505.0% of the Consolidated Total Assets at any time outstanding, in each case determined as of the Borrower and its Subsidiaries; provided that no more than the greater date of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan Partiesincurrence; (no) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (op) Indebtedness incurred by the Borrower or any of its the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of businessbusiness or consistent with past practice, including in respect of Health Choice medical claims liability, workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof; (pq) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Subsidiaries or the Restricted Subsidiaries, and obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (qr) Indebtedness incurred by a Securitization Subsidiary in a Qualified Securitization Financing that is not recourse (except for Standard Securitization Undertakings) to the Borrower or any of the Restricted Subsidiaries; (s) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (i) Permitted Notes, the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (i) and (ii), Permitted Refinancings thereof; (s) Permitted Ratio Debt and any Permitted Refinancings thereof; (t) Indebtedness in respect of the Senior Notes and the Senior Unsecured Notes (including, in each case, including any guarantees thereof) and), the exchange notes and the related exchange guarantees to be issued in each case, exchange for the Senior Notes pursuant to the registration rights agreement entered into in connection with the issuance of the Senior Notes and any Permitted Refinancing thereof; and; (u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) aboveabove and (v) through (x) below; (v) Guarantees incurred in the ordinary course of business in respect of obligations to suppliers, customers, franchisees, lessors and licensees; (w) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; and (x) Indebtedness in respect of (i) Permitted Additional Debt to the extent the Net Cash Proceeds therefrom are, except as set forth in Section 7.12(a), immediately after the receipt thereof, offered to prepay the Term Loans in accordance with Section 2.05(b) and (ii) any Permitted Refinancing of the foregoing. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (ab) through (ux) (other than clause (t)) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that (i) all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding have been incurred on such date in reliance only on the exception in clause (a) of Section 7.03 and (ii) all Indebtedness outstanding under the Senior Notes will be deemed to have been incurred on such date in reliance only on the exception of clause (t) of Section 7.03. In addition, and notwithstanding any provision to the contrary set forth in this Section 7.03 or otherwise in this Agreement, the aggregate outstanding principal amount of all Indebtedness (other than Indebtedness owed to the Borrower or any other Restricted Subsidiary) incurred by all Restricted Subsidiaries of the Borrower that are not Guarantors (including, without limitation, all Permitted JVs) shall not exceed $100,000,000 at any time outstanding. The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03.

Indebtedness. Neither (a) The Company will not permit any Subsidiary to be liable for the Borrower nor New Bonds or any other Material Indebtedness (other than (x) Indebtedness referred to in clauses (i), (ii) and (iii) of paragraph (b) below, (y) Guarantees by Foreign Subsidiaries of Material Indebtedness of other Foreign Subsidiaries and (z) Material Indebtedness of Foreign Subsidiaries and which Indebtedness is not Guaranteed by any Domestic Subsidiary), whether as a primary obligor or under any Guarantee, unless such Subsidiary (i) shall be a party to and a Guarantor under the Guarantee Agreement or (ii) if the Guarantee Agreement shall have been terminated as provided in Section 11.16, shall have executed and delivered a Guarantee of the Obligations satisfactory in form and substance to the Administrative Agent. The Company will not permit any such Material Indebtedness to contain any provision requiring, contingently or otherwise, that any Subsidiary guarantee any obligations thereunder (other than any provision requiring Guarantees by Foreign Subsidiaries of Material Indebtedness of other Foreign Subsidiaries) unless this Agreement shall directly or indirectlyhave been amended to incorporate such provision, mutatis mutandis, into the appropriate Article herein. (b) The Company will not, and will not permit any Subsidiary to, create, incur, assume or suffer permit to exist any IndebtednessIndebtedness under any Securitization, except: (a) or any Indebtedness of any Loan Party under the Loan Documents; (b) Indebtedness (i) outstanding on the Closing Date and listed on Schedule 7.03(b) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Closing Date and any refinancing thereofan Excluded Subsidiary, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to an Intercompany Note; (c) Guarantees by the Borrower and any Subsidiary in respect of Indebtedness of the Borrower or any Subsidiary of the Borrower otherwise permitted hereunder; provided that (A) no Guarantee of any Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (d) Indebtedness of the Borrower or any Subsidiary owing to any Loan Party or any other Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness shall be evidenced by an Intercompany Note; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset and any Permitted Refinancing thereof in an aggregate amount not to exceed the greater of (x) $30,000,000 and (y) 2.25% of Consolidated Total Assets of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any of the foregoing; (f) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereof; (g) Indebtedness of the Borrower or any Subsidiary assumed in connection with any Permitted Acquisition, provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, and any Permitted Refinancing thereof; provided that (x) such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and (y) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11; (h) Indebtedness representing deferred compensation to employees of the Borrower or any of its Subsidiaries incurred in the ordinary course of business;than: (i) Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance under the purchase or redemption of Equity Interests of the Borrower 2003 Securitization or any direct or indirect parent of the Borrower permitted by Section 7.06other receivables Securitization; (j) Indebtedness incurred by the Borrower or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including customary earnouts) or other similar adjustments; (k) Indebtedness consisting of obligations of the Borrower or any of its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder; (l) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereof; (mii) Indebtedness of the Borrower or Excluded Subsidiaries (other than any of its Subsidiaries, Securitization Entity) in an aggregate principal amount that not exceeding $400,000,000 at the any time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan Partiesoutstanding; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (oiii) Indebtedness incurred by Pharmerica and its subsidiaries in connection with the Borrower or any of its Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or selfPharmerica Spin-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof; (p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (q) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (i) Permitted Notes, the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (i) and (ii), Permitted Refinancings thereof; (s) Permitted Ratio Debt and any Permitted Refinancings thereof; (t) Indebtedness in respect of the Senior Notes and the Senior Unsecured Notes (including, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereof; and (u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) above. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (u) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance only on the exception in clause (a) of Section 7.03Off.

Indebtedness. Neither the Borrower nor any of the Subsidiaries shall directly or indirectly, createCreate, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness of Holdings, the Borrowers or any Loan Party of their respective Subsidiaries under the Loan Documents; (b) (A) Indebtedness of the Loan Parties under the Senior Secured Notes in an aggregate principal amount not exceeding $560,000,000, (B) other Indebtedness of the Loan Parties, so long as the Indenture Fixed Charge Coverage Ratio on a consolidated basis for the Lead Borrower and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such Indebtedness is incurred would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred and the application of proceeds therefrom had occurred at the beginning of such four-quarter period and (C) without duplication, Permitted Refinancings of the Indebtedness referred to in the foregoing clauses (A) and (B); (i) Indebtedness outstanding on the Closing Date and listed on Schedule 7.03(b7.03(c) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Closing Date Date; (d) Guarantees by Holdings, the Borrowers and the Restricted Subsidiaries in respect of Indebtedness of Holdings, the Borrowers or any refinancing thereof, of which any amount owed by Restricted Subsidiary otherwise permitted hereunder (except that a Restricted Subsidiary that is not a Loan Party to a Loan Party shall be evidenced may not, by an Intercompany Note; provided virtue of this Section 7.03(d), Guarantee Indebtedness that all such Indebtedness of any Loan Party owed to any Restricted Subsidiary that is could not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to an Intercompany Note; (c) Guarantees by the Borrower and any Subsidiary in respect of Indebtedness of the Borrower or any Subsidiary of the Borrower otherwise permitted hereunderincur under this Section 7.03); provided that (Ai) no Guarantee by any Restricted Subsidiary of any Indebtedness incurred pursuant to Section 7.03(b) or any Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party Restricted Subsidiary shall have also provided a Guarantee of the Senior Credit Obligations substantially on the terms set forth herein in the Guaranty and (Bii) if the Indebtedness being Guaranteed is subordinated to the Senior Credit Obligations, such Guarantee shall be subordinated to the Guarantee of the Senior Credit Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (de) Indebtedness of Holdings, the Borrower Borrowers or any Restricted Subsidiary owing to any Loan Party Holdings, the Borrowers or any other Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party shall be evidenced by an Intercompany Notesubject to subordination terms reasonably satisfactory to the Administrative Agent; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred concurrently with or within 365 days after the applicable acquisition, construction, repair, replacement or improvement (for the avoidance of doubt, the purchase date for any asset shall be the later of the date of completion of installation and the beginning of the full productive use of such asset) and (ii) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clause (i); provided that the aggregate amount of such Indebtedness incurred pursuant to clause (i) of this paragraph (f) (and any Permitted Refinancing thereof in an aggregate amount thereof) and outstanding at any one time shall not to exceed the greater of (x) $30,000,000 40,000,000 and (y) 2.254.0% of Consolidated Total Assets of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any of the foregoingAssets; (fg) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereofpurposes; (gh) Indebtedness of Holdings, the Borrower Borrowers or of any Restricted Subsidiary assumed in connection with any Permitted Acquisition, provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, and any Permitted Refinancing thereof; provided that (x) such Indebtedness (i) was not incurred in contemplation of such Acquisition and all Indebtedness resulting from a Permitted Refinancing thereof (ii) is unsecured (except for secured only by Liens permitted by under Section 7.01(w7.01(p) securing on the assets acquired in the applicable Acquisition (including any acquired Equity Interests), (y) the only obligors with respect to any Indebtedness incurred pursuant to this clause (together with Permitted Refinancings thereof)h) shall be those Persons who were obligors of such Indebtedness prior to such Acquisition, and (yz) both immediately prior and after giving effect thereto, to the incurrence thereof (1A) no Default shall exist or result therefrom and (other than a Permitted Acquisition made B) (1) the Borrowers would be permitted to incur at least $1.00 of additional Indebtedness pursuant to a legally binding commitment entered into at a time when no Default exists Section 7.03(b)(B) or would result therefrom), and (2) the Borrower and its Indenture Fixed Charge Coverage Ratio is greater immediately following such Acquisition than immediately prior to giving effect to such Acquisition; provided that the aggregate amount of Indebtedness incurred by Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11that are not Guarantors or Borrowers pursuant to this clause (h) shall not exceed $50,000,000; (hi) Indebtedness of Foreign Subsidiaries in an aggregate principal amount outstanding not to exceed at any time the greater of (x) $50,000,000 and (y) 8.0% of the total assets of the Foreign Subsidiaries; (j) Indebtedness representing deferred compensation to employees of Holdings or the Borrower Borrowers (or any direct or indirect parent of its the Borrowers) and the Restricted Subsidiaries incurred in the ordinary course of business; (ik) Indebtedness to current or former officers, directors, managers, consultants, directors consultants and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower Holdings (or any direct or indirect parent of thereof), the Borrower Intermediate Holding Company or the Borrowers permitted by Section 7.06; (jl) Indebtedness incurred by Holdings, the Borrower Borrowers or any of its the Restricted Subsidiaries in a Permitted an Acquisition, any other Investment expressly permitted hereunder or any DispositionDisposition permitted hereunder, in each case, case to the extent constituting indemnification obligations or obligations in respect of purchase price (including customary earnoutsearn-outs) or other similar adjustments; (km) Indebtedness consisting of obligations of Holdings, the Borrower Borrowers or any of its the Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, Transactions and Permitted Acquisitions or any other Investment expressly permitted hereunder; (ln) obligations with respect to Cash Management Obligations Services and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereofaccounts; (mo) Indebtedness of Holdings, the Borrower Borrowers or any of its Subsidiaries, the Restricted Subsidiaries not otherwise permitted under this Section 7.03 in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not to exceed the greater of (x) $75,000,000 and (y) 5.505.0% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan PartiesAssets; (np) Indebtedness consisting of (ai) the financing of insurance premiums or (bii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (oq) Indebtedness incurred by Holdings, the Borrower Borrowers or any of its the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date incurrence thereof; (pr) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by Holdings, the Borrower Borrowers or any of its the Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (qs) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (i) Permitted Notes, the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), (ii) Permitted Notes that are offered customer deposits and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iii) advance payments received in the case ordinary course of Permitted Notes incurred under any business from customers for goods purchased in the ordinary course of the foregoing clauses (i) and (ii), Permitted Refinancings thereof; (s) Permitted Ratio Debt and any Permitted Refinancings thereofbusiness; (t) Indebtedness owed on a short-term basis of no longer than 30 days to banks and other financial institutions incurred in respect the ordinary course of the Senior Notes and the Senior Unsecured Notes (including, business with such banks or financial institutions that arises in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereof; andconnection with ordinary banking arrangements to manage cash balances; (u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) above; (v) Contingent Obligations incurred in the ordinary course of business; and (w) without duplication of any Indebtedness referred to in Section 7.03(c), (i) Indebtedness in an aggregate principal amount not to exceed an amount of $20,000,000 under that certain Fixed Asset Loan Contract and that certain L/G Standby L/C Issuing Agreement by and among PGI Nonwovens (China) Co., Ltd., as borrower and Industrial and Commercial Bank of China Limited Suzhou Industrial Park Sub-branch, as lender and (ii) Indebtedness in respect of any Factoring Agreement. For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance 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 extension, replacement, refunding, refinancing, renewal or defeasance, 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 the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (ac) through (uw) above, the Lead Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all . The accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Indebtedness outstanding under the Loan Documents will at all times or Disqualified Equity Interests shall not be deemed to be outstanding in reliance only on the exception in clause (a) an incurrence of Indebtedness for purposes of this Section 7.03.

Indebtedness. Neither the The Borrower nor any of the Subsidiaries shall directly or indirectly, will not create, incur, assume or suffer permit to exist exist, and will not permit any of its Subsidiaries to create, incur, assume or permit to exist, any Indebtedness, except: (a) Indebtedness of any Loan Party created under the Loan Documents; (b) Indebtedness (i) outstanding on under the Closing Date Privately Placed Notes and listed on other Indebtedness, in each case, as set forth in Schedule 7.03(b) 6.01, and any Permitted Refinancing thereof and Indebtedness in respect of Indebtedness permitted by this clause (iib); (c) intercompany Indebtedness of the Borrower or any Subsidiary owing to the Borrower or any Subsidiary; provided, that, any Indebtedness outstanding on the Closing Date and any refinancing thereof, of pursuant to this clause (c) which any amount is owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated in right of payment to the Obligations pursuant to an Intercompany Noteunder this Agreement on customary terms; (cd) Guarantees by the Borrower and any Subsidiary in respect of Indebtedness of the Borrower or any Subsidiary of other Subsidiary, all to the Borrower otherwise extent permitted hereunderby Section 6.05; provided that (A) no Guarantee of any Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (d) Indebtedness of the Borrower or any Subsidiary owing to any Loan Party or any other Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which by a Subsidiary that is substantially contemporaneously transferred to not a Loan Party or any Subsidiary of a Loan Party) to the extent constituting an Investment will be permitted by Section 7.02; provided that all such Indebtedness shall be evidenced by an Intercompany Noteunder this clause (d); (ie) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Subsidiary prior to or within 270 days after finance the acquisition, construction, repair, replacement, lease replacement or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the applicable asset acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and any Permitted Refinancing thereof Indebtedness in an aggregate amount not respect of Indebtedness permitted by this clause (e); provided that (i) such Indebtedness (other than Permitted Refinancing Indebtedness permitted above in this clause (e)) is incurred prior to exceed or within two hundred seventy (270) days after such acquisition or the greater completion of (x) $30,000,000 such construction, repair, replacement or improvement and (yii) 2.25% the aggregate principal amount of Consolidated Total Assets of the Borrower and its Subsidiaries Indebtedness permitted by this clause (together with any Permitted Refinancing thereofe) shall not exceed $50,000,000 at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any of the foregoing; (f) Indebtedness in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance in the ordinary course of business; (g) [reserved]; (h) Indebtedness under Swap Contracts designed to hedge against the Borrower’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred Agreements entered into in the ordinary course of business and not for speculative purposes and Guarantees thereofpurposes; (gi) Indebtedness in respect of the Borrower bid, performance, surety, stay, customs, appeal or any Subsidiary assumed in connection with any Permitted Acquisition, provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, replevin bonds or performance and any Permitted Refinancing thereof; provided that (x) such Indebtedness completion guarantees and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and (y) both immediately prior and after giving effect thereto, (1) no Default shall exist similar obligations issued or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11; (h) Indebtedness representing deferred compensation to employees of the Borrower or any of its Subsidiaries incurred in the ordinary course of business; (ij) Indebtedness in respect of judgments, decrees, attachments or awards that do not constitute an Event of Default under clause (k) of Article VII; (k) Indebtedness consisting of bona fide purchase price adjustments, earn-outs, indemnification obligations, obligations under deferred compensation or similar arrangements and similar items incurred in connection with acquisitions and asset sales not prohibited by Section 6.05 or 6.11; (l) Indebtedness in respect of line of credit facilities incurred in the ordinary course of business; provided that the aggregate principal amount of Indebtedness permitted by this clause (l) shall not exceed $25,000,000 at any time outstanding; (m) Indebtedness consisting of obligations to make payments to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses with respect to the cancellation, or to finance the purchase or redemption redemption, of Equity Interests of the Borrower or any direct or indirect parent of the Borrower permitted by Section 7.066.04; (j) Indebtedness incurred by the Borrower or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including customary earnouts) or other similar adjustments; (k) Indebtedness consisting of obligations of the Borrower or any of its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder; (ln) Cash Management Obligations and other Indebtedness in respect of card obligations, netting services, automatic clearinghouse overdraft protections, cash management services and similar arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts case, in the ordinary course of business and any Guarantees thereofbusiness; (m) Indebtedness of the Borrower or any of its Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan Parties; (no) Indebtedness consisting of (ax) the financing of insurance premiums with the providers of such insurance or their affiliates or (by) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by the Borrower or any of its Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof; (p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (q) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (iq) Permitted Notes, the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws)other Indebtedness; provided that any Term Loans exchanged for such Permitted Notes Indebtedness shall be deemed permitted to have been repaid immediately upon be incurred pursuant to this clause (q) only if at the effectiveness time such Indebtedness is incurred the aggregate principal amount of Indebtedness outstanding pursuant to this clause (q) at such exchange, and time (iiiincluding such Indebtedness) in the case of Permitted Notes incurred under any of the foregoing clauses (i) and (ii), Permitted Refinancings thereof; (s) Permitted Ratio Debt and any Permitted Refinancings thereof; (t) Indebtedness in respect of the Senior Notes and the Senior Unsecured Notes (including, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereofwould not exceed $50,000,000; and (ur) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (tq) above. For purposes of determining compliance with Indebtedness permitted by this Section 7.03, 6.01 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 6.01 permitting such Indebtedness. In the event that an item of Indebtedness meets the criteria of more than one of the categories types of Indebtedness described in clauses (a) through (u) abovethis Section 6.01, the Borrower shallBorrower, in its sole discretion, shall classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) as of the time of incurrence and will only be required to include the amount and type of such Indebtedness in one or more of the above such clauses; provided that all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance only on the exception in clause (a) of Section 7.03.

Indebtedness. Neither the Borrower nor any of the Subsidiaries shall directly or indirectly, createCreate, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness of any Loan Party under the Loan DocumentsPermitted Subordinated Indebtedness; (b) Indebtedness of the Loan Parties under the Loan Documents (and, until the Spin-Off occurs, Indebtedness pursuant to the Existing FNIS Credit Agreement); (c) (i) Indebtedness outstanding on the Closing Date and listed on Schedule 7.03(b) 7.03 and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on in respect of the Closing Date Senior Notes and any refinancing Permitted Refinancing thereof, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to an Intercompany Note; (cd) Guarantees by the Borrower and any Subsidiary a Restricted Company in respect of Indebtedness of the Borrower or any Subsidiary of the Borrower another Restricted Company otherwise permitted hereunder; provided that (Ax) no Guarantee by any Restricted Subsidiary of any Junior Financing Senior Note or any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof thereof) shall be permitted unless such guaranteeing party Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth herein in the Subsidiary Guarantee in accordance with Section 6.12 and (By) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (de) Indebtedness of the Borrower or any Subsidiary owing to any Loan Party or any other Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting Restricted Company that constitutes an Investment permitted by Section 7.02; provided that all such Indebtedness shall be evidenced by an Intercompany Note; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Loan Party to any Subsidiary prior that is not a Loan Party must be expressly subordinated to or within 270 days after the acquisitionObligations of such Loan Party, construction, repair, replacement, lease or improvement it being understood that such Loan Party may make payments thereon unless an Event of the applicable asset Default has occurred and any Permitted Refinancing thereof in an aggregate amount not to exceed the greater of (x) $30,000,000 and (y) 2.25% of Consolidated Total Assets of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any of the foregoingis continuing; (f) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereofby the Like-Kind-Exchange Companies in connection with “1031 exchange” transactions under Section 1031 of the Code (or regulations promulgated thereunder, including Revenue Procedure 2000-37) that is limited in recourse to the properties (real or personal) which are the subject of such “1031 exchange” transactions (collectively, the “Specified Non-Recourse Indebtedness” ); (g) subject to the Specified Debt Test, Indebtedness of Foreign Restricted Subsidiaries of the Borrower or any Subsidiary Borrower; (h) subject to the Specified Debt Test, Indebtedness of a Restricted Company assumed in connection with any Permitted Acquisition, provided that such Indebtedness is Acquisition and not incurred in contemplation of such Permitted Acquisitionthereof, and any Permitted Refinancing thereof; provided that (x) such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and (y) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11; (hi) Indebtedness incurred by any Restricted Company representing deferred compensation to employees of the Borrower or any of its Subsidiaries a Restricted Company incurred in the ordinary course of business; (ij) Indebtedness consisting of promissory notes issued by any Restricted Company to current future, present or former directors, officers, managersmembers of management, consultants, directors and employees, employees or consultants of the Borrower or any of its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent of the Borrower permitted by Section 7.067.06(c); (jk) Indebtedness incurred by the Borrower or any of its Subsidiaries a Restricted Company in a Permitted Acquisition, any other Investment expressly permitted hereunder Acquisition or any Disposition, in each case, Disposition constituting indemnification obligations or obligations in respect of purchase price (including customary earnouts) or other similar adjustments; (kl) Indebtedness consisting of obligations of the Borrower or any of its Subsidiaries Restricted Company under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder; (l) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereofAcquisitions; (m) Indebtedness (including intercompany Indebtedness among the Restricted Companies) in respect of the Borrower or any of its Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan PartiesCash Management Practices; (n) Indebtedness consisting of (ai) the financing of insurance premiums or (bii) take-or-pay obligations of a Restricted Company contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by the Borrower or any of its Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof; (p) obligations in respect of bid, performance, bidstay, customs, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related theretoa Restricted Company, in each case in the ordinary course of business or consistent with past practice; (p) Guarantees by the Borrower of Indebtedness permitted under this Section 7.03; (q) Indebtedness supported by in respect of Swap Contracts entered into in the ordinary course of business and not for speculative purposes; (r) Indebtedness incurred in connection with a Letter of Credit, in receivables securitization transaction involving the Restricted Companies and a principal amount not to exceed Securitization Vehicle (a “Securitization Financing” ); provided that (i) the face amount Net Cash Proceeds of such Letter Indebtedness are applied to prepay the Term Loans pursuant to Section 2.05(b), (ii) such Indebtedness when incurred shall not exceed 100% of Creditthe cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition, (iii) such Indebtedness is created and any Lien attaches to such property concurrently with or within forty-five (45) days of the acquisition thereof, and (iv) such Lien does not at any time encumber any property other than the property financed by such Indebtedness; (i) Permitted NotesAttributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iiiindustrial revenue bond, industrial development bond and similar financings), in each case of the Borrower or a Restricted Subsidiary to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(p) and any Permitted Refinancing thereof, provided that the aggregate principal amount of all such Indebtedness under this clause (i) shall not exceed $35,000,000 at any time outstanding and (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A Indebtedness secured by Liens permitted under the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (i) and (iiSections 7.01(e)(ii), Permitted Refinancings thereof; (s7.01(f) Permitted Ratio Debt and any Permitted Refinancings thereofor 7.01(r); (t) subject to the Specified Debt Test, other Indebtedness of Restricted Companies in respect an aggregate principal amount at any time outstanding not to exceed the greater of the Senior Notes $350,000,000 and the Senior Unsecured Notes (including, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereof15% of Consolidated Shareholders’ Equity; and (u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) above. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (u) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance only on the exception in clause (a) of Section 7.03.;

Indebtedness. Neither the The Borrower nor will not, and will not permit any of the Subsidiaries shall Subsidiary to, directly or indirectly, create, incur, assume assume, Guarantee, or suffer otherwise become directly or indirectly liable with respect to exist any IndebtednessIndebtedness except the following, exceptprovided that in each of the following cases, both prior to and immediately after giving effect to the creation, incurrence, assumption, or Guarantee thereof or the Borrower’s or such Subsidiary’s otherwise becoming directly or indirectly liable with respect thereto, no Default or Event of Default shall exist: (a) Indebtedness of any Loan Party under the Loan Documents; (b) Other Indebtedness existing on the date hereof and set forth in Schedule 5.12 and extensions, renewals, refinancings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or a decreased weighted average life thereof; (i) outstanding on Indebtedness of any Subsidiary owed to any other Subsidiary that is Wholly-Owned or to the Closing Date and listed on Schedule 7.03(b) and any Permitted Refinancing thereof Borrower and (ii) intercompany Indebtedness outstanding on the Closing Date and any refinancing thereof, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness of any Loan Party the Borrower owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to Subsidiary; provided that, in the Obligations pursuant to an Intercompany Note; (c) Guarantees by the Borrower and any Subsidiary in respect case of Indebtedness of the Borrower or any Subsidiary of Guarantor that is not owed to the Borrower otherwise permitted hereunder; provided or a Guarantor that (A) no Guarantee of any Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party shall have also provided is a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the ObligationsWholly-Owned Subsidiary, such Guarantee Indebtedness shall be subordinated to the Guarantee obligations of the Obligations Borrower or such Guarantor under the Loan Documents on terms at least as favorable reasonably satisfactory to the Lenders Administrative Agent; provided, further, that, with respect to any Restricted Period (as those contained in defined below), the subordination aggregate amount of Restricted Intercompany Indebtedness (as defined below) incurred during such Indebtednessperiod shall not exceed $50,000,000; (d) Indebtedness of the Borrower or any Subsidiary owing to the Insurance Subsidiary in an aggregate principal amount not to exceed $60,000,000 at any Loan Party or any other Subsidiary time outstanding; provided, that no more than $35,000,000 in principal amount of such Indebtedness may be secured by Liens permitted under Section 5.13(k); (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Partye) to the extent constituting an Investment Indebtedness arising in connection with Swap Agreements permitted by Section 7.02; provided that all such Indebtedness shall be evidenced by an Intercompany Note5.25; (if) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement Guarantees of a fixed or capital asset incurred by the Borrower or any Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset and any Permitted Refinancing thereof in an aggregate amount not to exceed the greater of (x) $30,000,000 and (y) 2.25% of Consolidated Total Assets of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any of the foregoing; (f) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereof; (g) Indebtedness of the Borrower or any Subsidiary assumed otherwise permitted by this Section 5.12; (g) unsecured Indebtedness of the Borrower or any Subsidiary (in connection with addition to any Permitted Acquisitionof the other Indebtedness permitted by this Section 5.12), provided that provided, (i) such Indebtedness is not incurred in contemplation of such Permitted Acquisition, compliance with the other provisions hereof (including the restrictions contained in Section 5.13 and any Permitted Refinancing thereof; provided that 5.16); (xii) such Indebtedness and all is on terms no more restrictive than the terms contained in this Agreement; and (iii) such Indebtedness resulting from a Permitted Refinancing thereof matures within one year after the date on which it is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and (y) both immediately prior and initially incurred, or matures after giving effect thereto, (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11Maturity Date; (h) Indebtedness representing deferred compensation to employees of any Foreign Subsidiary, Indebtedness in respect of Capital Leases, and purchase money Indebtedness for fixed or capital assets; provided that the Borrower or aggregate principal amount of all such Indebtedness shall not exceed $100,000,000 at any of its Subsidiaries incurred in the ordinary course of businessone time outstanding; (i) Indebtedness outstanding on the date hereof issued pursuant to current the Senior Note Purchase Agreements (but not including any extensions, renewals, refinancings or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption replacements of Equity Interests of the Borrower or any direct or indirect parent of the Borrower permitted by Section 7.06;such Indebtedness); and (j) Indebtedness incurred by the Borrower or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including customary earnouts) or other similar adjustments; (k) Indebtedness consisting of obligations of the Borrower or any of its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder; (l) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereof; (m) additional unsecured Indebtedness of the Borrower or any Subsidiary (including Guarantees of its Subsidiaries, in an aggregate principal amount that at the time of, Indebtedness of joint ventures and after giving effect to, the incurrence thereof, would not exceed the greater of (xother third parties) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan Parties; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by the Borrower or any of its Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof; (p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (q) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (i) Permitted Notes, the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iii) $100,000,000 in the case of Permitted Notes incurred under aggregate at any of one time outstanding. Notwithstanding the foregoing clauses (i) and (ii), Permitted Refinancings thereof; (s) Permitted Ratio Debt and any Permitted Refinancings thereof; (t) Indebtedness in respect of the Senior Notes and the Senior Unsecured Notes (including, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereof; and (u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) above. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (u) aboveforegoing, the Borrower shallwill not permit the Insurance Subsidiary to directly or indirectly create, incur, assume, Guarantee, or otherwise become directly or indirectly liable with respect to any Indebtedness except for liabilities arising in its sole discretion, classify the ordinary course of business in connection with insurance and reclassify reinsurance policies it has entered into or later divide, classify or reclassify such item may enter into in the ordinary course of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance only on the exception in clause (a) of Section 7.03business.

Indebtedness. Neither the Borrower nor The Company will not and will not permit any of the Subsidiaries shall directly or indirectlyRestricted Subsidiary to create, createissue, incur, assume assume, become liable in respect of or suffer to exist any Indebtedness, exceptexist: (a) any Indebtedness pursuant to any Receivables Transaction, except for Indebtedness pursuant to a Receivables Transaction that is (i) nonrecourse with respect to the Company and its Restricted Subsidiaries (other than any Receivables Subsidiary and to any Equity Interests of such Receivables Subsidiary (and the proceeds thereof)) and (ii) in an aggregate principal amount at the most recent date on which any Loan Party under such Indebtedness is incurred not exceeding the Loan Documents;greater of (x) $400,000,000 or (y) 15% of Adjusted Consolidated Total Assets as of the last day of the then most recently ended fiscal quarter of the Company immediately on or prior to such incurrence date; or (b) any Indebtedness of any of the Restricted Subsidiaries other than: (i) outstanding on the Closing Date and listed on Schedule 7.03(b) and Indebtedness of any Permitted Refinancing thereof and Receivables Subsidiary pursuant to any Receivables Transaction permitted under Section 10.6(a); (ii) intercompany any Indebtedness outstanding of any Restricted Subsidiary existing on the Closing Date date of this Agreement and set forth on Schedule 10.6 and any refinancing thereof, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all the then outstanding principal amount thereof is not increased and the weighted average maturity thereof is not decreased; (iii) any Indebtedness of any Restricted Subsidiary which is a Subsidiary Guarantor, so long as such Restricted Subsidiary has complied with the requirements of Section 9.8 in respect of its Subsidiary Guarantee; (iv) any Indebtedness of any Restricted Subsidiary owed to the Company or any other Restricted Subsidiary; provided that any such Indebtedness of any Loan Party owed to any a Subsidiary that is not a Loan Party Guarantor shall only be unsecured and subordinated to the Obligations permitted pursuant to an Intercompany Note; (c) Guarantees by the Borrower and any Subsidiary in respect of Indebtedness of the Borrower or any Subsidiary of the Borrower otherwise permitted hereunder; provided that (A) no Guarantee of any Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (d) Indebtedness of the Borrower or any Subsidiary owing to any Loan Party or any other Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Partythis Section 10.6(b)(iv) to the extent constituting an Investment permitted by owed to the Company or another Subsidiary Guarantor; (v) any Indebtedness arising in respect of Capital Leases or purchase money obligations incurred in accordance with Section 7.0210.5(f); (vi) any other Indebtedness of Restricted Subsidiaries; provided that all such Indebtedness, taken together with Indebtedness of the Company and Indebtedness or other obligations permitted to be secured pursuant to Section 10.5(o) of this Agreement, shall not at the most recent date on which any such Indebtedness shall be evidenced by an Intercompany Note; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset obligation was incurred by the Borrower or any Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset and any Permitted Refinancing thereof in an aggregate amount not to exceed the greater of (x) $30,000,000 and 400,000,000 or (y) 2.2515% of Adjusted Consolidated Total Assets as of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any last day of the foregoingthen most recently ended fiscal quarter of the Company immediately on or prior to such incurrence date; (fvii) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereof; (gA) Indebtedness of the Borrower or any Subsidiary assumed in connection with any Permitted Acquisition, provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, and any Permitted Refinancing thereof; provided that (x) such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and (y) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Borrower Joint Venture and its Subsidiaries will be under the Xxxxxxx Credit Agreement (or any Permitted JV Refinancing Indebtedness in Pro Forma Compliance with respect thereof) in each case in a principal amount not to exceed $350,000,000 at any time and (B) other Indebtedness of joint ventures of the covenants set forth Company or its Restricted Subsidiaries in Section 7.11;an aggregate principal amount for all such joint ventures not to exceed $100,000,000 at any time; and (hviii) Indebtedness representing deferred compensation to employees of any Restricted Subsidiary of the Borrower or any of its Subsidiaries incurred in the ordinary course of business; (i) Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent of the Borrower permitted by Section 7.06; (j) Indebtedness incurred by the Borrower or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including customary earnouts) or other similar adjustments; (k) Indebtedness consisting of obligations of the Borrower or any of its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder; (l) Cash Management Obligations and other Indebtedness Company in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereof; (m) Indebtedness of the Borrower or any of its Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan Parties; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by the Borrower or any of its Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof; (p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (q) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (i) Permitted Notes, the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (i) and (ii), Permitted Refinancings thereof; (s) Permitted Ratio Debt and any Permitted Refinancings thereof; (t) Indebtedness in respect of the Senior Notes and the Senior Unsecured Notes (including, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereof; and (u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) above. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (u) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance only on the exception in clause (a) of Section 7.03.

Indebtedness. Neither (a) the Borrower nor will not, and will not permit any of the its Restricted Subsidiaries shall to, directly or indirectly, create, incur, assume or suffer to exist Incur any Indebtedness, except: (a) Indebtedness of any Loan Party under the Loan Documents; (b) Indebtedness (iincluding Acquired Indebtedness) outstanding on or issue any shares of Disqualified Stock and the Closing Date and listed on Schedule 7.03(b) and Borrower will not permit any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Closing Date and of its Restricted Subsidiaries to issue any refinancing thereofshares of Preferred Stock; provided, of which any amount owed by a Subsidiary however, that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to an Intercompany Note; (c) Guarantees by the Borrower and any Restricted Subsidiary in respect of Indebtedness of the Borrower or any Subsidiary of the Borrower otherwise permitted hereunder; provided that (A) no Guarantee of any Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (d) Indebtedness of the Borrower or any Subsidiary owing to any Loan Party or any other Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness shall be evidenced by an Intercompany Note; (i) Attributable Indebtedness and other may Incur Indebtedness (including Capitalized LeasesAcquired Indebtedness) financing an acquisition, construction, repair, replacement, lease or improvement issue shares of a fixed or capital asset incurred by the Borrower or any Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset Disqualified Stock and any Permitted Refinancing thereof Restricted Subsidiary may issue shares of Preferred Stock, in an aggregate amount not to exceed each case if the greater of (x) $30,000,000 and (y) 2.25% of Consolidated Total Assets Fixed Charge Coverage Ratio of the Borrower and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined on a Pro Forma Basis (together with any Permitted Refinancing thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any including a pro forma application of the foregoing; (f) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereof; (g) Indebtedness of the Borrower or any Subsidiary assumed in connection with any Permitted Acquisition, provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, and any Permitted Refinancing thereof; provided that (x) such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and (y) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that the aggregate amount of Indebtedness (2including Acquired Indebtedness) that may be Incurred and Disqualified Stock or Preferred Stock that may be issued pursuant to the Borrower and its foregoing by Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11; (h) Indebtedness representing deferred compensation to employees that are not Guarantors of the Borrower or any of its Subsidiaries incurred in the ordinary course of business; (i) Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent of the Borrower permitted by Section 7.06; (j) Indebtedness incurred by the Borrower or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including customary earnouts) or other similar adjustments; (k) Indebtedness consisting of obligations of the Borrower or any of its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder; (l) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereof; (m) Indebtedness of the Borrower or any of its Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would Loans shall not exceed the greater of (x) $75,000,000 500,000,000 and (y) 5.5026.0% of Four Quarter Consolidated EBITDA at the Consolidated Total Assets time of Incurrence, at any one time outstanding, on a Pro Forma Basis (such Indebtedness Incurred and Disqualified Stock and Preferred Stock issued, “Ratio Debt”). (b) In addition, the following shall be permitted (collectively, the “Permitted Debt”): (1) the Incurrence by the Borrower or its Restricted Subsidiaries of (i) (x) Indebtedness arising under the Loan Documents including any refinancing thereof in accordance with Section 2.19, (y) Indebtedness of the Loan Parties evidenced by Refinancing Notes and any Permitted Refinancing thereof (or successive Permitted Refinancings thereof) and (z) Indebtedness of the Loan Parties evidenced by Incremental Equivalent Debt and any Permitted Refinancing thereof (or successive Permitted Refinancings thereof), and (ii) the ABL Credit Agreement and Guarantees thereof and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) up to an aggregate amount not to exceed at any one time outstanding, the greater of (x) $1,400,000,000 and (y) the Borrowing Base as of the date of such Incurrence; (2) the Incurrence by the Borrower and its Subsidiaries; provided that no more the Guarantors of Indebtedness represented by (A) the Closing Date Senior Secured Notes and the Guarantees thereof, as applicable (and any exchange notes and Guarantees thereof) and (B) the Senior Notes (other than the greater of $35,000,000 Closing Date Senior Secured Notes), and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan Parties; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by the Borrower or any of its Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date Guarantees thereof; (p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (q) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (i) Permitted Notes, the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent applicable (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (i) and (ii), Permitted Refinancings thereof; (s) Permitted Ratio Debt and any Permitted Refinancings exchange notes and Guarantees thereof); (t) Indebtedness in respect of the Senior Notes and the Senior Unsecured Notes (including, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereof; and (u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) above. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (u) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance only on the exception in clause (a) of Section 7.03.

Indebtedness. Neither The Parent will not, and will not permit the Borrower nor or any of Subsidiary (other than NMTC Subsidiaries to the Subsidiaries shall directly or indirectlyextent not reasonably expected to result in a Material Adverse Effect) to, create, incur, assume or suffer permit to exist any Indebtedness, exceptexcept each of the following: (a) Indebtedness of any Loan Party under the Loan Documents; (b) Indebtedness (i) outstanding existing on the Fourth Restatement Closing Date and listed on set forth in Schedule 7.03(b) 7.1, and any Permitted Other Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Closing Date and any refinancing thereof, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to an Intercompany Notewith respect thereto; (c) Indebtedness (i) of the Borrower owed to any Subsidiary Guarantor, (ii) of any Subsidiary Guarantor owed to the Borrower or any other Subsidiary Guarantor, and (iii) of any Excluded Subsidiary owed to any other Excluded Subsidiary; (d) Guarantees (i) by the Borrower and of Indebtedness of any Subsidiary in respect Guarantor, (ii) by any Subsidiary Guarantor of Indebtedness of the Borrower or any other Subsidiary Guarantor, and (iii) by any Excluded Subsidiary of the Borrower otherwise permitted hereunder; provided that (A) no Guarantee of any Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (d) Indebtedness of the Borrower or any Subsidiary owing to any Loan Party Subsidiary; (e) Indebtedness (whether secured or any other Subsidiary (or issued or transferred to any direct or indirect parent unsecured) of a Loan Party which is substantially contemporaneously transferred to a Loan Party the Parent, the Borrower or any Subsidiary under Hedging Agreements permitted by Section 7.12; (f) unsecured Indebtedness of a Loan Partythe Parent not in excess of $750,000,000 in aggregate principal amount in respect of the Senior Notes; (g) unsecured Indebtedness of the Parent that constitutes Other Replacement Debt in respect of the Senior Notes (the principal amount of which may be increased in the same transaction to the extent constituting an Investment permitted by Section 7.02; 7.1(p)), provided that (i) the Other Refinancing Condition shall have been satisfied, and (ii) immediately before and immediately after the incurrence thereof, no Default shall or would exist; (h) Indebtedness (whether secured or unsecured) of Excluded Subsidiaries in an aggregate principal amount not to exceed $300,000,000 at any one time outstanding in connection with Permitted NMTC Transactions, provided that (i) immediately before and immediately after the incurrence thereof, no Default shall or would exist, and (ii) all such Indebtedness incurred after the Fourth Restatement Closing Date shall be evidenced by an Intercompany Notehave a final stated maturity date that is no earlier than the Permitted Debt Maturity Date; (i) Attributable Indebtedness and other consisting of unsecured guaranties by the Borrower and/or the Subsidiary Guarantors of Indebtedness permitted under Section 7.1(f), Section 7.1(g), or Section 7.1(p); (j) Indebtedness (including Capitalized Leaseswhether secured or unsecured) financing an acquisitionof one or more of the Excluded Subsidiaries not in excess of $100,000,000 in aggregate principal amount at any one time outstanding, constructionprovided that (i) immediately before and immediately after the incurrence thereof, repairno Default shall or would exist, replacementand (ii) all such Indebtedness incurred after the Fourth Restatement 1821445.29\C072091\0303228 Closing Date shall (X) be Approved Debt, lease or improvement (Y) have a final stated maturity date that is no earlier than the Permitted Debt Maturity Date; (k) Indebtedness of a fixed Person who becomes a Subsidiary in connection with an Acquisition permitted by Section 7.5(e) or capital asset incurred assumed by the Borrower or any Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset and any Permitted Refinancing thereof in connection with an aggregate amount not to exceed the greater of (x) $30,000,000 and (y) 2.25% of Consolidated Total Assets of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions Acquisition permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any of the foregoing; (f) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereof; (g) Indebtedness of the Borrower or any Subsidiary assumed in connection with any Permitted Acquisition7.5(e), provided that (i) such Indebtedness is not incurred in contemplation of such Permitted Acquisition, and (ii) the aggregate principal amount of all such Indebtedness under this Section 7.1(k) shall not exceed $25,000,000 at any Permitted Refinancing one time outstanding; (l) Capital Lease Obligations pursuant to transponder leases in an aggregate principal amount not to exceed $80,000,000 at any one time outstanding, provided that immediately before and immediately after the incurrence thereof; , no Default shall or would exist; (m) Capital Lease Obligations of the Borrower or any one or more of the Subsidiary Guarantors to any one or more of the Excluded Subsidiaries in an aggregate principal amount not to exceed $50,000,000 at any one time outstanding, provided that (xi) each such Capital Lease Obligation shall be on an “arm’s length” basis, and (ii) immediately before and immediately after giving effect to the incurrence of each such Capital Lease Obligation, no Default shall or would exist; (n) Capital Lease Obligations in an aggregate principal amount not to exceed $60,000,000 at any one time outstanding, provided that immediately before and immediately after the incurrence thereof, no Default shall or would exist; (o) Indebtedness (whether secured or unsecured) of the Parent, the Borrower or any of the Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at any one time outstanding, provided that immediately before and immediately after the incurrence thereof, no Default shall or would exist; (p) unsecured Indebtedness of the Parent, the Borrower or any of the Subsidiaries, provided that (i) immediately before and immediately after the incurrence thereof, no Default shall or would exist, (ii) all such Indebtedness incurred after the Fourth Restatement Closing Date shall have a final stated maturity date that is no earlier than the Existing Facility Maturity Date, (iii) unless otherwise agreed to in writing by the Administrative Agent (the decision to be within the sole and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(w) securing absolute discretion of the Administrative Agent), such Indebtedness (together other than Indebtedness incurred by Excluded Subsidiaries) is on terms and conditions, taken as a whole, that are not materially more restrictive than those governing the Indebtedness incurred under the Loan Documents (as certified by a Financial Officer pursuant to a certificate in form reasonably acceptable to the Administrative Agent, which certificate shall be conclusive as to compliance with Permitted Refinancings thereofthis clause (iii)) ), and (yiv) both immediately prior and after giving effect thereto, the Total Leverage Ratio would not exceed 5.50:1.00; (1q) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) Indebtedness of the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11; (h) Indebtedness representing deferred compensation to employees of the Borrower or any of its Subsidiaries incurred after the Fourth Restatement Closing Date in respect of Investments made after the ordinary course of business; (i) Indebtedness to current or former officers, managers, consultants, directors Fourth Restatement Closing Date and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent of the Borrower permitted by Section 7.06;7.4(h); and 1821445.29\C072091\0303228 (jr) Indebtedness incurred by the Borrower or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including customary earnouts) or other similar adjustments; (k) Indebtedness consisting of obligations of the Borrower or any of its the Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder; (l) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereof; (m) Indebtedness of owed to the Borrower or any of its Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, Subsidiaries under services agreements for the incurrence thereof, would not exceed the greater provision of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan Parties; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by the Borrower or any of its Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof; (p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (q) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (i) Permitted Notes, the Net Proceeds of which are applied network capacity to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (extent characterized as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (i) and (ii), Permitted Refinancings thereof; (s) Permitted Ratio Debt and any Permitted Refinancings thereof; (t) Indebtedness in respect of the Senior Notes and the Senior Unsecured Notes (including, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereof; and (u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) above. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (u) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance only on the exception in clause (a) of Section 7.03Capital Lease Obligations.

Indebtedness. Neither the Borrower nor any of the Subsidiaries shall directly or indirectly, createCreate, incur, assume or suffer to exist any IndebtednessIndebtedness or issue any Disqualified Equity Interest, exceptother than: (a) Indebtedness of any Loan Party under the Loan Documents; (b) Indebtedness (i) outstanding Indebtedness existing on the Closing Date and listed date hereof set forth on Schedule 7.03(b) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Closing Date and any refinancing thereof, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Notedate hereof; provided that all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Non-Loan Party shall be unsecured and subordinated subject to the Obligations pursuant to an Intercompany NoteSubordination Agreement; (ci) Guarantees by Holdings, the Borrower and any Subsidiary the Restricted Subsidiaries in respect of Indebtedness of the Borrower or any Subsidiary of the Borrower Restricted Subsidiaries otherwise permitted hereunderhereunder (except that a Restricted Subsidiary that is not a Loan Party may not, by virtue of this Section 7.03(c), Guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 7.03); provided that (A) no Guarantee by any Restricted Subsidiary of any Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth herein in the Guaranty and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations Guaranty on terms at least as favorable to the Lenders as those contained in the subordination of such IndebtednessIndebtedness and (ii) any Guaranty by a Loan Party of Indebtedness of a Restricted Subsidiary that would have been permitted as an Investment by such Loan Party in such Restricted Subsidiary under Section 7.02(c); (d) Indebtedness of the Borrower or any Subsidiary of the Restricted Subsidiaries owing to any Loan Party the Borrower or any other Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party shall be evidenced by an subject to the Intercompany NoteSubordination Agreement; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Subsidiary prior to or within 270 days after and the Restricted Subsidiaries financing the acquisition, construction, repair, replacement, lease replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred concurrently with or within two hundred and seventy (270) days after the applicable asset acquisition, construction, repair, replacement or improvement and any Permitted Refinancing thereof in an aggregate amount not to exceed the greater of (x) $30,000,000 and (y) 2.25% of Consolidated Total Assets of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) transactions, and, in each case, any Permitted Refinancing thereof; provided that the aggregate principal amount of Indebtedness at any one time outstanding incurred pursuant to this clause (e) shall not exceed the greater of $50,000,000 and 1.75% of Total Assets, in each case determined at the foregoingtime of incurrence; (f) Indebtedness in respect of Swap Contracts designed to hedge against Holdings’, the Borrower’s or any Restricted Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereof; (g) Indebtedness (i) of any Person that becomes a Restricted Subsidiary after the Borrower or any date hereof, which Indebtedness is existing at the time such Person becomes a Restricted Subsidiary assumed in connection with any Permitted Acquisition, provided that such Indebtedness and is not incurred in contemplation of such Person becoming a Restricted Subsidiary that is non-recourse to the Borrower, Holdings or any other Restricted Subsidiary (other than any Subsidiary of such Person that is a Subsidiary on the date such Person becomes a Restricted Subsidiary after the date hereof) and is either (A) unsecured or (B) secured only by the assets of such Restricted Subsidiary by Liens permitted under Section 7.01(p) and, in each case, any Permitted AcquisitionRefinancing thereof, and (ii) of the Borrower or any Restricted Subsidiary incurred or assumed in connection with any Permitted Acquisition that is secured only by Liens permitted under Section 7.01(p) (and any Permitted Refinancing thereof; provided that (xof the foregoing) and so long as the aggregate principal amount of such Indebtedness and all Indebtedness resulting from a any Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and (y) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made at any time outstanding pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and clause (2g)(ii) the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11does not exceed $50,000,000; (h) Term Loan Refinancing Debt; (i) Indebtedness representing deferred compensation to employees of the Borrower or any of and its Subsidiaries incurred in the ordinary course of business; (ij) Indebtedness to current or former officers, directors, managers, consultants, directors consultants and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower Holdings (or any direct or indirect parent of the Borrower thereof) permitted by Section 7.06; (jk) Indebtedness incurred by the Borrower or any of its the Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, case to the extent constituting indemnification obligations or obligations in respect of purchase price (including customary earnoutsearn-outs) or other similar adjustments; (kl) Indebtedness consisting of obligations of the Borrower or any of its and the Restricted Subsidiaries under deferred compensation or other similar arrangements with employees incurred by such Person in connection with the Original Transactions, Transaction and Permitted Acquisitions or any other Investment expressly permitted hereunder; (lm) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections protections, employee credit card programs and other cash management and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereof; (mn) Indebtedness of the Borrower or any of its Subsidiaries, and the Restricted Subsidiaries in an aggregate principal amount that at the any time of, and after giving effect to, the incurrence thereof, would outstanding not to exceed the greater of (x) $75,000,000 100,000,000 and (y) 5.503.25% of Total Assets, in each case determined at the Consolidated Total Assets time of the Borrower and its Subsidiariesincurrence; provided that no more than a maximum of the greater of $35,000,000 25,000,000 and 2.501.00% of Consolidated Total Assets in aggregate principal amount of such Indebtedness shall may be incurred under this clause (m) by Subsidiaries of the Borrower that are not Non-Loan Parties, in each case determined at the time of incurrence; (no) Indebtedness consisting of (ai) the financing of insurance premiums or (bii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (op) Indebtedness incurred by the Borrower or any of its the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including business consistent with past practice in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof; (pq) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its the Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (qi) Indebtedness supported by a Letter of Credit, in a an aggregate principal amount not to exceed $375,000,000 at any time outstanding under the face amount of such Letter of Credit; (i) Permitted Notes, the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), ABL Facilities and (ii) Permitted Notes that are offered the amount of obligations in respect of any Secured Hedge Agreement and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” any Secured Cash Management Agreement (in each case, as defined in Rule 144A under the Securities Act ABL Credit Agreement) at any time outstanding and not incurred in violation of 1933Section 7.03(f) and, as amended) holding Term Loans and in a principal amount not to exceed the amount respect of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (i) and (ii), any Permitted Refinancings Refinancing thereof; (s) [Reserved]; (t) Indebtedness incurred by a Foreign Subsidiary which, when aggregated with the principal amount of all other Indebtedness incurred pursuant to this clause (t) and then outstanding, does not exceed $25,000,000; (u) Permitted Ratio Debt and any Permitted Refinancings Refinancing thereof; (tv) Indebtedness incurred by a Securitization Subsidiary in a Qualified Securitization Financing that is not recourse (except for Standard Securitization Undertakings) to the Borrower or any of the Restricted Subsidiaries; (w) Indebtedness in respect of letters of credit issued for the Senior Notes account of any of the Subsidiaries of Holdings to finance the purchase of inventory so long as (x) such Indebtedness is unsecured and (y) the Senior Unsecured Notes aggregate principal amount of such Indebtedness does not exceed $50,000,000 at any time; (includingx) in the case of Holdings, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereofQualified Holding Company Debt; and (uy) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (tx) above. Notwithstanding the foregoing, no Restricted Subsidiary that is a Non-Loan Party will guarantee any Indebtedness for borrowed money of a Loan Party unless such Restricted Subsidiary becomes a Guarantor. For purposes of determining compliance with this Section 7.03any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the event that an item case of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (u) aboveterm debt, the Borrower shallor first committed, in its sole discretionthe case of revolving credit debt; provided that if such Indebtedness is incurred to extend, classify replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and reclassify such extension, replacement, refunding, refinancing, renewal or later dividedefeasance 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 extension, classify replacement, refunding, refinancing, renewal or reclassify defeasance, such item Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness (or any portion thereof) and will only be required to include does not exceed the principal amount and type of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in one or more connection with such refinancing. The accrual of interest, the above clauses; provided that all accretion of accreted value and the payment of interest in the form of additional Indebtedness outstanding under the Loan Documents will at all times shall not be deemed to be outstanding in reliance only on the exception in clause (a) an incurrence of Indebtedness for purposes of this Section 7.03. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrower dated such date prepared in accordance with GAAP. Notwithstanding anything to the contrary contained in this Agreement, Indebtedness incurred pursuant to the ABL Facilities (and any Permitted Refinancing thereof) may only be incurred pursuant to Section 7.03(r).

Indebtedness. Neither the Borrower nor any of the Subsidiaries shall directly Directly or indirectly, create, incur, assume or suffer guaranty, or otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, except: (a) Indebtedness of any Loan Party under the Loan DocumentsObligations; (b) Indebtedness of any Subsidiary owed to the Borrower or to any other Subsidiary, or of the Borrower owed to any Subsidiary; provided, that (i) outstanding on the Closing Date and listed on Schedule 7.03(b) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Closing Date and any refinancing thereof, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to an Intercompany Note; (c) Guarantees by the Borrower and any Subsidiary in respect of Indebtedness of the Borrower or any Subsidiary of the Borrower otherwise permitted hereunder; provided that (A) no Guarantee of any Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (d) Indebtedness of the Borrower or any Subsidiary owing to any Loan Party or any other Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness shall be evidenced by an the Intercompany Note, and, if owed to a Loan Party, shall be subject to a First Priority Lien pursuant to the Pledge and Security Agreement, (ii) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the Intercompany Note, (iii) any payment by any such Subsidiary Guarantor under any guaranty of the Obligations shall result in a pro tanto reduction of the amount of any Indebtedness owed by such Subsidiary to the Borrower or to any of its Subsidiaries for whose benefit such payment is made and (iv) such Indebtedness is permitted as an Investment under Section 6.06(d); (c) Unsecured Indebtedness that (i) Attributable matures after, and does not require any scheduled amortization, mandatory redemption, sinking fund obligation or other scheduled payments of principal prior to, the date which is six months after the Term Loan Maturity Date (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemptions provisions satisfying the requirement of clause (ii) hereof), (ii) has terms and conditions (other than interest rate, redemption premiums and subordination terms), taken as a whole, that are not materially less favorable to the Borrower than the terms and conditions customary at the time for high-yield senior unsecured debt securities issued in a public offering, and (iii) does not require a Subsidiary of Holdings other than the Borrower and the Subsidiary Guarantors to be an obligor with respect to such Indebtedness; provided, that (1) both immediately prior and after giving effect to the incurrence thereof, (x) no Default or Event of Default shall exist or result therefrom and (y) Holdings shall be in compliance with the Senior Unsecured Incurrence Test (on a pro forma basis); (d) Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by Holdings or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of the Borrower or any such Subsidiary prior pursuant to such agreements, in connection with Permitted Acquisitions or within 270 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset and any Permitted Refinancing thereof in an aggregate amount not to exceed the greater of (x) $30,000,000 and (y) 2.25% of Consolidated Total Assets of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing dispositions of any business, assets or Subsidiary of Holdings or any of its Subsidiaries; (e) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the foregoingordinary course of business; (f) Indebtedness in respect of Swap Contracts designed netting services, overdraft protections and otherwise in connection with deposit accounts; (g) guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees, real property lessors and licensees of the Borrower and its Subsidiaries; (h) guaranties by the Borrower of Indebtedness of a Subsidiary Guarantor or guaranties by a Subsidiary Guarantor of Indebtedness of the Borrower or another Subsidiary Guarantor with respect, in each case, to hedge against Indebtedness otherwise permitted to be incurred pursuant to this Section 6.01; provided, that if the Borrower’s Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the guaranty shall also be unsecured and/or subordinated to the Obligations; (i) Indebtedness described in Schedule 6.01 and any Permitted Refinancing thereof; (j) Indebtedness incurred during any Fiscal Year in an amount not to exceed $25,000,000 in the aggregate which is secured by purchase money Liens or incurred with respect to Capital Leases and purchase money Indebtedness; provided, that any such Indebtedness incurred with respect to purchase money (i) shall be secured only by the asset acquired in connection with the incurrence of such Indebtedness, and (ii) shall constitute not less than 75.0% of the aggregate consideration paid with respect to such asset; (i) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Subsidiary or Indebtedness attaching to assets that are acquired by the Borrower or any Subsidiary’s exposure of its Subsidiaries, in each case after the Closing Date as the result of a Permitted Acquisition, provided, that (x) such Indebtedness existed at the time such Person became a Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof and (y) such Indebtedness is not guaranteed in any respect by Holdings or any of its Subsidiaries and (ii) any Permitted Refinancing thereof; provided, that (1) the direct and contingent obligors with respect to interest ratessuch Indebtedness are not changed and (2) such Indebtedness shall not be secured by any assets other than the assets securing the Indebtedness being renewed, foreign exchange rates extended or commodities pricing risks refinanced; (l) Indebtedness of the type described in clause (xi) of the definition thereof incurred in the ordinary course of business and not for speculative purposes and Guarantees thereof;speculation purposes; and (gm) other unsecured Indebtedness of the Borrower or any Subsidiary assumed in connection with any Permitted Acquisition, provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, and any Permitted Refinancing thereof; provided that (x) such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and (y) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11; (h) Indebtedness representing deferred compensation to employees of the Borrower or any of its Subsidiaries incurred in the ordinary course of business; (i) Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent of the Borrower permitted by Section 7.06; (j) Indebtedness incurred by the Borrower or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including customary earnouts) or other similar adjustments; (k) Indebtedness consisting of obligations of the Borrower or any of its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder; (l) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereof; (m) Indebtedness of the Borrower or any of its Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan Parties; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by the Borrower or any of its Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof; (p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (q) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (i) Permitted Notes, the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that at any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (i) and (ii), Permitted Refinancings thereof; (s) Permitted Ratio Debt and any Permitted Refinancings thereof; (t) Indebtedness in respect of the Senior Notes and the Senior Unsecured Notes (including, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereof; and (u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) above. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (u) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance only on the exception in clause (a) of Section 7.03time $25,000,000.

Indebtedness. Neither the Borrower nor any of the Subsidiaries shall directly or indirectly, createCreate, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness of any Loan Party under the Loan Documents[reserved]; (b) the Secured Obligations; (c) Indebtedness (i) outstanding on the Closing Date and Date; provided, that any such Indebtedness having an individual outstanding principal amount in excess of $10,000,000 shall be listed on Schedule 7.03(b) and any Permitted Refinancing thereof 7.03 and (ii) intercompany Indebtedness outstanding on the Closing Date and any refinancing Specified Permitted Refinancing thereof, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to an Intercompany Note; (cd) Guarantees by the Borrower and or any Restricted Subsidiary in respect of Indebtedness of the Borrower or any another Restricted Subsidiary of the Borrower otherwise permitted hereunder; provided provided, that (A) no Guarantee of any Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (de) Indebtedness of the Borrower or any Restricted Subsidiary owing to any Loan Party or any other Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting that constitutes an Investment permitted by Section 7.02; provided provided, that all such Indebtedness shall of any Loan Party to any Subsidiary that is not a Loan Party must be evidenced by expressly subordinated to the Obligations of such Loan Party, it being understood that such Loan Party may make payments thereon unless an Intercompany NoteEvent of Default has occurred and is continuing; (if) Attributable [reserved]; (g) Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by Foreign Subsidiaries that are Restricted Subsidiaries of the Borrower or any Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset and any Permitted Refinancing thereof in an aggregate principal amount not to exceed the greater of (x) $30,000,000 65,000,000 and (y) 2.2550.0% of Consolidated Total Assets EBITDA as of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any last day of the foregoingmost recently ended Test Period; (f) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereof; (gh) Indebtedness of Persons that are acquired by the Borrower or any Restricted Subsidiary or merged into the Borrower or a Subsidiary in a Permitted Acquisition or other permitted Investment in accordance with the terms of this Agreement or that is assumed by the Borrower or any Subsidiary assumed in connection with any such Permitted AcquisitionAcquisition or other permitted Investment so long as the Borrower is in compliance, provided on a Pro Forma Basis, with Section 7.08(a) (assuming such Indebtedness is First Lien Debt); provided, that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, and any Permitted Refinancing thereof; provided that (x) such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens Acquisition or other permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and (y) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11Investment; (hi) Indebtedness incurred by the Borrower or any Restricted Subsidiary representing deferred compensation to employees of the Borrower or any of its Subsidiaries a Restricted Company incurred in the ordinary course of business; (ij) Indebtedness consisting of promissory notes issued by the Borrower or any Restricted Subsidiary to current future, present or former directors, officers, managersmembers of management, consultants, directors and employees, employees or consultants of the Borrower or any of its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent of the Borrower permitted by Section 7.06; (jk) (i) Indebtedness arising from any agreement providing for indemnification, adjustment of purchase price or similar obligations (including contingent earn-out obligations) incurred by in connection with the Transactions, any Disposition permitted hereunder, any acquisition or other Investment permitted hereunder or consummated prior to the Closing Date or any other purchase of assets or Equity Interests or any other Investment, and (ii) Indebtedness arising from guaranties, letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments securing the performance of the Borrower or any of its Subsidiaries in a Permitted Acquisition, such Restricted Subsidiary pursuant to any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including customary earnouts) or other similar adjustmentssuch agreement; (kl) Indebtedness consisting of obligations of the Borrower or any of its Subsidiaries Restricted Subsidiary under deferred compensation or other similar arrangements (including seller notes) incurred by such Person in connection with any permitted Investment (including the Original Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder;); XXXX:\98106221\28\78831.0005 (lm) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts intercompany cash management arrangements and related activities in the ordinary course of business and any Guarantees thereof; (m) Indebtedness of the Borrower or any of its Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan Partiesbusiness; (n) Indebtedness in connection with Cash Management Services; (o) Indebtedness consisting of (ai) the financing of insurance premiums or (bii) take-or-pay obligations of the Borrower or any Restricted Subsidiary contained in supply arrangements, in each case, in the ordinary course of business; (op) Indebtedness incurred by the Borrower or any of its Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof[reserved]; (pq) obligations in respect of bid, performance, bidstay, customs, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related theretoRestricted Subsidiary, in each case in the ordinary course of business or consistent with past practice; (qr) Guarantees by the Loan Parties of Indebtedness otherwise permitted under this Section 7.03; (s) Indebtedness supported by a Letter in respect of CreditSwap Contracts entered into in the ordinary course of business and not for speculative purposes; (t) Indebtedness consisting of obligations owing under any customer or supplier incentive, supply, license or similar agreements entered into in the ordinary course of business; (u) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased in the ordinary course of business; (v) Indebtedness in respect of Receivables Facility and any Specified Permitted Refinancing thereof; (i) Attributable Indebtedness and purchase money obligations, in each case of the Borrower or a Restricted Subsidiary to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(p); provided, that the aggregate principal amount of all such Indebtedness under this clause (w) shall not exceed the greater of (x) $65,000,000 and (y) 50.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period, and any Specified Permitted Refinancing of the Indebtedness referred to in this clause (i) and (ii) Indebtedness secured by Xxxxx permitted under Section 7.01(e), 7.01(f), or 7.01(r); (i) other Indebtedness in an aggregate principal amount not to exceed the face amount greater of such Letter (x) $97,500,000 and (y) 75.0% of CreditConsolidated EBITDA as of the last day of the most recently ended Test Period and (ii) any Specified Permitted Refinancing thereof; (y) Indebtedness of the Borrower and/or any Restricted Subsidiary incurred in connection with any Sale and Lease-Back Transaction permitted pursuant to Section 7.05; (z) other Indebtedness (“Ratio Debt”): (i) Permitted Notesso long as on a Pro Forma Basis as of the most recently ended Test Period: (A) in the case any First Lien Debt, the Net Proceeds First Lien Leverage Ratio does not exceed 2.95:1.00, (B) in the case of which are applied Junior Lien Debt, the Secured Leverage Ratio does not exceed 3.70:1.00; or (C) in the case of Indebtedness that is not secured by the Collateral, the Total Leverage Ratio does not exceed 3.95:1.00; XXXX:\98106221\28\78831.0005 provided that (I) if such Ratio Debt is issued or incurred by any Loan Party and consists of third party Indebtedness for borrowed money, other than with respect to (x) Customary Bridge Loans, (y) Customary Term A Loans, and/or (z) revolving loans and/or commitments, (X) the permanent repayment final maturity date of such Indebtedness is no earlier than the Latest Term Loan Maturity Date on the date of the issuance or incurrence thereof and (Y) the Weighted Average Life to Maturity applicable to such Indebtedness is no shorter than the Weighted Average Life to Maturity of the then-existing Term Loans, (II) notwithstanding the foregoing clause (I), the Loan Parties may incur Ratio Debt that is otherwise subject to clause (I) above and has (x) a final maturity date that is earlier than the Latest Term Loan Maturity Date and/or (y) a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-existing Term Loans pursuant to Section 2.05(b)(iii), (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a an aggregate outstanding principal amount not to exceed the Inside Maturity Amount, (III) with respect to any Ratio Debt that constitutes MFN Indebtedness, the Initial Term Loans shall benefit from the MFN Provision and (IV) the aggregate outstanding principal amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable Ratio Debt incurred by Restricted Subsidiaries that are not Loan Parties in reliance on this Section 7.03(z) shall not, at any time, exceed an amount equal to the Administrative Agent (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness greater of such exchange, $65,000,000 and (iii) in the case 50.0% of Permitted Notes incurred under any Consolidated EBITDA as of the foregoing clauses (i) and last day of the most recently ended Test Period; and (ii), ) any Specified Permitted Refinancings Refinancing thereof; (saa) Permitted Ratio Incremental Equivalent Debt and any Permitted Refinancings thereof; (t) Indebtedness in respect of the Senior Notes and the Senior Unsecured Notes (including, in each case, any guarantees thereof) and, in each case, any Specified Permitted Refinancing thereof; and (u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) above. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (u) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance only on the exception in clause (a) of Section 7.03.;

Indebtedness. Neither the Borrower nor The Company will not, and will not cause or permit any of the Subsidiaries shall directly Subsidiary or indirectly, create, incur, assume or suffer Sharyland to exist incur any Indebtedness, exceptand will use commercially reasonable efforts not to permit any Qualified Lessee or Subsidiaries of Specified Qualified Lessees to incur Indebtedness for borrowed money, in each case except the following Indebtedness, which may be incurred subject to the requirements of the last paragraph of this section: (a) Indebtedness of any Loan Party under evidenced by the Loan Financing Documents; (b) Indebtedness of the Company (i) outstanding on the Closing Date that is not related to, and listed on Schedule 7.03(b) and any Permitted Refinancing thereof does not support, Non-Recourse Debt of a Project Finance Subsidiary and (ii) intercompany Indebtedness outstanding on the Closing Date and any refinancing thereofif incurred, would not result in a breach of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany NoteSection 9.9; provided that all if the Indebtedness is proposed to be secured by any of the Collateral, then at least five Business Days (or such shorter period reasonably agreed by the Required Holders) prior to the incurrence of such Indebtedness, the Company shall (x) notify the Holders of its intent to incur such Indebtedness, which notice shall set forth in reasonable detail (A) the amount and proposed economic terms of such Indebtedness, (B) by type of lender or purchaser and (C) the proposed collateral for such Indebtedness (which proposed collateral may include any or all of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured the Collateral) and subordinated (y) deliver to the Obligations Collateral Agent and the other Secured Parties an executed joinder agreement substantially in the form of Exhibit A to the Collateral Agency Agreement pursuant to an Intercompany Notewhich all the proposed holders of such Indebtedness have become party to the Collateral Agency Agreement; (ci) Guarantees Non-Recourse Debt incurred by a Project Finance Subsidiary of the Company (including Non-Recourse Debt incurred by such Project Finance Subsidiary prior to being acquired by the Borrower Company or a Subsidiary) to fund a New Project, (ii) any Indebtedness in the form of a pledge of Capital Stock in a Project Finance Subsidiary as security for Non-Recourse Debt of such Project Finance Subsidiary and any Subsidiary (iii) Indebtedness in respect the form of Indebtedness of Guaranties by the Borrower Company or any Subsidiary of the Borrower otherwise permitted hereunder; provided that (A) no Guarantee Indebtedness of any Junior Financing or Project Finance Subsidiary, the aggregate amount of which Guaranties shall not exceed $25,000,000 outstanding at any Permitted Refinancing thereof shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtednessgiven time; (d) Indebtedness of any such Qualified Lessee (i) in an aggregate principal amount for such Qualified Lessee of up to the Borrower greater of (A) $5,000,000 and (B) an amount equal to 1% of the sum of, without duplication, (x) the total amount of the Consolidated Net Plant of such Qualified Lessee, plus (y) the total amount of the Consolidated Net Plant of any guarantor(s) of such Qualified Lessee’s obligations under the applicable Leases, plus (z) the total amount of Leased Consolidated Net Plant, in each case on a senior secured basis and (ii) in an aggregate principal amount for such Qualified Lessee of up to the greater of (A) $10,000,000 and (B) an amount equal to 1.5% of the sum of, without duplication, (x) the total amount of the Consolidated Net Plant of such Qualified Lessee, plus (y) the total amount of the Consolidated Net Plant of any guarantor(s) of such Qualified Lessee’s obligations under the applicable Leases, plus (z) the total amount of Leased Consolidated Net Plant, in each case on an unsecured subordinated basis on terms substantially similar to the terms set forth on Exhibit 2, to the extent allowed under the Leases to which such Qualified Lessee is a party as a lessee or tenant thereunder; provided, that for purposes of this clause (d), all Consolidated Qualified Lessees will be treated as one Qualified Lessee; (e) Indebtedness of the Company to any of its Subsidiaries, which by its terms is expressly subordinated to the Obligations, and Indebtedness of any Subsidiary owing to any Loan Party the Company or any other Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness shall be evidenced by an Intercompany Note; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset and any Permitted Refinancing thereof in an aggregate amount Company not to exceed the greater of (x) $30,000,000 and (y) 2.25% of Consolidated Total Assets of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) 5,000,000 at any one time outstanding, (ii) Attributable Indebtedness arising out outstanding and in each case to have a maturity date of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any of the foregoingless than one year; (f) any Qualified Lessee Affiliate Loan and other Indebtedness in respect of Swap Contracts designed Qualified Lessees otherwise acceptable to hedge against the Borrower’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereof;Required Holders; and (g) Indebtedness of Subsidiaries of Specified Qualified Lessees incurred in an aggregate principal amount for each such Specified Qualified Lessee of up to the Borrower product of (x) such Specified Qualified Lessee’s Consolidated Net Plant (derived from its most recently prepared consolidated balance sheet, prepared in accordance with GAAP but adjusted to reverse the effects of failed sale-leaseback accounting in a manner reasonably determined by such Specified Qualified Lessee in good faith) multiplied by (y) the lesser of (A) the sum of such Specified Qualified Lessee’s then-current PUCT-regulated debt-to-equity ratio (expressed as a percentage) and 5% or any Subsidiary assumed in connection with any Permitted Acquisition, (B) 65%; provided that such Indebtedness is not incurred in contemplation of must be Non-Recourse Debt to such Permitted Acquisition, and any Permitted Refinancing thereof; provided that (x) such Specified Qualified Lessee. Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and (y) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11; (h) Indebtedness representing deferred compensation to employees of the Borrower Company or any of its Subsidiaries incurred in the ordinary course of business; (i) Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent of the Borrower permitted by Section 7.06; (j) Indebtedness incurred by the Borrower or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including customary earnouts) or other similar adjustments; (k) Indebtedness consisting of obligations of the Borrower or any of its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder; (l) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereof; (m) Indebtedness of the Borrower or any of its Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and 2.50% of Consolidated Total Assets of such Indebtedness shall may be incurred under this clause (m) by Subsidiaries Section 10.6 only if no Default or Event of the Borrower that are not Loan Parties; (n) Indebtedness consisting of (a) the financing of insurance premiums Default is, or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by the Borrower or any of its Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof; (p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (q) Indebtedness supported by as a Letter of Credit, in a principal amount not to exceed the face amount result of such Letter of Credit; (i) Permitted Notesincurrence would be, the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (i) and (ii), Permitted Refinancings thereof; (s) Permitted Ratio Debt and any Permitted Refinancings thereof; (t) Indebtedness in respect of the Senior Notes and the Senior Unsecured Notes (including, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereof; and (u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) above. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (u) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance only on the exception in clause (a) of Section 7.03existing.

Indebtedness. Neither the Borrower nor any of the Subsidiaries shall directly or indirectly, createCreate, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness of Holdings, the Borrower and any Loan Party of its Subsidiaries under the Loan Documents; (b) Indebtedness (i) outstanding on the Original Closing Date and listed on Schedule 7.03(b) to the Original Credit Agreement as in effect immediately prior to the Second Restatement Effective Date and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Original Closing Date and any refinancing thereof, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to an Intercompany NoteDate; (c) Guarantees by the Borrower and any Subsidiary in respect of Indebtedness of the Borrower or any Restricted Subsidiary of the Borrower otherwise permitted hereunderhereunder and to the extent permitted as an Investment under Section 7.02 (other than Section 7.02(e)); provided that (A) no Guarantee by any Restricted Subsidiary of any Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth herein in the Guaranty and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (d) Indebtedness of the Borrower or any Restricted Subsidiary owing to any Loan Party the Borrower or any other Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.027.02 (other than Section 7.02(e)); provided that that, all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party shall be evidenced by an Intercompany Notesubject to the subordination terms set forth in Section 5.03 of the Security Agreement; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred concurrently with or within two hundred and seventy (270) days after the applicable asset and any Permitted Refinancing thereof in an aggregate amount not to exceed the greater of (x) $30,000,000 and (y) 2.25% of Consolidated Total Assets of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstandingacquisition, construction, repair, replacement or improvement, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m7.05(f) and (iii) any Permitted Refinancing of any of Indebtedness set forth in the foregoingimmediately preceding clauses (i) and (ii); (f) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereofpurposes; (g) Indebtedness of the Borrower or any Subsidiary assumed in connection with any Permitted Acquisition, ; provided that such Indebtedness is not incurred in contemplation of such Permitted AcquisitionAcquisition and so long as both immediately prior and after giving effect thereto, (A) no Default shall exist or result therefrom and (B) the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11; (h) (i) Indebtedness incurred to finance a Permitted Acquisition and (ii) any Permitted Refinancing thereofof the foregoing; provided that provided, in the case of clauses (xi) and (ii) above, such Indebtedness and all Indebtedness resulting from a any Permitted Refinancing thereof (v) is unsecured and is subordinated to the Obligations on terms no less favorable to the Lenders than the subordination terms set forth in the Senior Subordinated Notes Indenture as of the Original Closing Date, (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and (yw) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Borrower and its the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, (x) matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the Maturity Date of the Term Loans (it being understood that such Indebtedness may have mandatory repurchase provisions satisfying the requirement of clause (y) hereof), (y) has terms and conditions (other than interest rate, redemption premiums and subordination terms), taken as a whole, that are not materially less favorable to the Borrower as the terms and conditions of the Senior Subordinated Notes as of the Original Closing Date and (z) is incurred by the Borrower or a Guarantor; (hi) Indebtedness representing deferred compensation to employees of the Borrower or any of its and the Restricted Subsidiaries incurred in the ordinary course of business; (ij) Indebtedness consisting of promissory notes issued by Holdings or the Borrower to current or former officers, managersdirectors, employees and consultants, directors and employees, their respective estates, heirs, permitted transferees, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower Holdings or any direct or indirect parent of the Borrower thereof permitted by Section 7.067.06(f); (jk) Indebtedness incurred by Holdings, the Borrower or any of its the Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, solely to the extent constituting indemnification obligations or obligations in respect of purchase price (including customary earnouts) or other similar adjustments; (kl) Indebtedness consisting of obligations of Holdings, the Borrower or any of its the Restricted Subsidiaries under deferred employee compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, Closing Date Transaction and Permitted Acquisitions or any other Investment expressly permitted hereunder; (lm) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereofaccounts; (mn) Indebtedness of the Borrower or any of its Subsidiaries, in an aggregate principal amount that not to exceed $45,000,000 at the any time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiariesoutstanding; provided that no more than the greater a maximum of $35,000,000 and 2.50% 20,000,000 of Consolidated Total Assets aggregate principal amount of such Indebtedness shall may be incurred under this clause (m) by Foreign Subsidiaries of the Borrower that are not Loan PartiesGuarantors; (no) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (op) Indebtedness incurred by the Borrower or any of its the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts acceptances or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date incurrence thereof; (pq) obligations in respect of performance, bid, stay, custom, appeal and surety bonds and other obligations of a like nature and performance and completion guarantees and similar obligations provided by the Borrower or any of its the Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (qr) Permitted Holdco Debt; (s) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (i) Permitted Notes, the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (i) and (ii), Permitted Refinancings thereof; (s) Permitted Ratio Debt and any Permitted Refinancings thereof; (t) Indebtedness in respect of the Senior Subordinated Notes and the Senior Unsecured Notes (including, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereof; and; (u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) above. For purposes of determining compliance with this Section 7.03; (v) the Seller Notes; and (w) the New Senior Secured Notes, any Permitted Unsecured Debt and, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described each case, any Permitted Refinancing in clauses (a) through (u) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion respect thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance only on the exception in clause (a) of Section 7.03.

Indebtedness. (a) Neither Holdings nor the Borrower will, nor will they permit any of the Subsidiaries shall directly or indirectlyRestricted Subsidiary to, create, incur, assume or suffer permit to exist any Indebtedness, except: (ai) Indebtedness of any Loan Party created under the Loan Documents;, (bii) Indebtedness in respect of the Existing Senior Notes and any Permitted Refinancing thereof, (iiii) outstanding Indebtedness existing on the Closing Date not to exceed $2,500,000 and listed on Schedule 7.03(b) and any Permitted Refinancing thereof and (ii) intercompany other Indebtedness outstanding existing on the Closing Date set forth in Schedule 6.01 and, in each case, any Permitted Refinancing thereof, (iv) Indebtedness of Holdings owed to any Restricted Subsidiary and of any refinancing thereof, of which Restricted Subsidiary owed to Holdings or any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Noteother Restricted Subsidiary; provided that all such Indebtedness of any Loan Party owed to any Restricted Subsidiary that is not a Non-Loan Party shall be unsecured and subordinated to the Obligations pursuant on terms reasonably satisfactory to an Intercompany Note;the Administrative Agent; provided, further, that Indebtedness owed to any Captive Insurance Subsidiary shall only be subordinated to the extent permitted by applicable laws or regulations, (cv) Guarantees by the Borrower and any Subsidiary in respect Holdings of Indebtedness of the Borrower any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of Holdings or any Subsidiary of the Borrower otherwise permitted hereunderother Restricted Subsidiary; provided that (A) no Guarantee of any Junior Financing or any Permitted Refinancing thereof shall be the Indebtedness so Guaranteed is permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and by this Section 6.01, (B) if Guarantees permitted under this clause (v) shall be subordinated to the Obligations of Holdings or the applicable Restricted Subsidiary to the same extent and on the same terms as the Indebtedness being so Guaranteed is subordinated to the Obligations and (C) except in the case of Foreign Subsidiaries that provide Guarantees of Indebtedness of other Foreign Subsidiaries, no Restricted Subsidiary shall Guarantee any Indebtedness unless it is a Subsidiary Loan Party, (vi) Indebtedness (including Attributable Indebtedness) of Holdings or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations, and any Indebtedness assumed by Holdings or any Restricted Subsidiary in connection with the acquisition of any such Guarantee shall be subordinated assets or secured by a Lien on any such assets prior to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (d) Indebtedness of the Borrower or any Subsidiary owing to any Loan Party or any other Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02acquisition thereof, and Permitted Refinancings thereof; provided that all (A) such Indebtedness shall be evidenced by an Intercompany Note; (iother than Permitted Refinancings) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset is incurred by the Borrower or any Subsidiary prior to or within 270 180 days after such acquisition or the acquisition, construction, repair, replacement, lease completion of such construction or improvement and (B) the aggregate principal amount of Indebtedness permitted by this clause (vi) shall not (except as permitted by the applicable asset and definition of “Permitted Refinancing”) exceed at any Permitted Refinancing thereof in an aggregate amount not to exceed time outstanding the greater of (x) $30,000,000 87,500,000 and (y) 2.252.5% of Consolidated Total Assets as of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and (iii) any Permitted Refinancing of any of the foregoing;incurrence, (fvii) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereof; (gx) Indebtedness of the Borrower Holdings or any Restricted Subsidiary assumed in connection with any Permitted Acquisition and not created in contemplation thereof or (y) Permitted Debt incurred to finance a Permitted Acquisition, ; provided that after giving Pro Forma Effect to such Permitted Acquisition and the assumption or incurrence of such Indebtedness incurred or assumed pursuant to this clause (vii): (A) if such Indebtedness ranks pari passu in right of security with the Obligations, the First Lien Net Leverage Ratio does not exceed 3.50:1.00, (B) if such Indebtedness ranks junior in right of security with the Obligations, the Secured Net Leverage Ratio does not exceed 4.50:1.00, or (C) if such Indebtedness is unsecured, the Total Net Leverage Ratio does not incurred in contemplation of such Permitted Acquisitionexceed 5.75:1.00, and any Permitted Refinancing thereof; provided that in each case, subject to compliance with the Financial Covenant on a Pro Forma Basis and, in the case of clauses (x) such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and (y) both immediately prior and after giving effect thereto, of this clause (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefromvii), and (2) the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11; (h) any Permitted Refinancing of any such Indebtedness; provided that any such Indebtedness representing deferred compensation to employees of the Borrower or any of its Subsidiaries incurred a Non-Loan Party does not exceed in the ordinary course of business; (i) Indebtedness to current or former officersaggregate at any time outstanding, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower or together with any direct or indirect parent of the Borrower permitted by Section 7.06; (j) Indebtedness incurred by the Borrower or any a Non-Loan Party pursuant to clause (xvi) of its Subsidiaries in a Permitted Acquisitionthis Section 6.01, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including customary earnouts) or other similar adjustments; (k) Indebtedness consisting of obligations of the Borrower or any of its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder; (l) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereof; (m) Indebtedness of the Borrower or any of its Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 70,000,000 and 2.502.0% of Consolidated Total Assets Assets, in each case determined at such time of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan Partiesincurrence; (nviii) Indebtedness consisting of owed to any Person (a) the financing of insurance premiums or (b) take-or-pay including obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by the Borrower or any of its Subsidiaries in respect of letters of credit, bank guarantees, bankerscredit for the benefit of such Person) providing workers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claimscompensation, health, disability or other employee benefits or property, casualty or liability insurance pursuant to reimbursement or self-insurance or other Indebtedness with respect indemnification obligations to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations such Person, in respect thereof are reimbursed within 30 days following each case incurred in the due date thereof;ordinary course of business, (pix) obligations Indebtedness of Holdings or any Restricted Subsidiary in respect of performanceperformance bonds, bidbid bonds, appeal and bonds, surety bonds and bonds, performance and completion guarantees and similar obligations provided by the Borrower or any of its Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related theretoobligations, in each case provided in the ordinary course of business or consistent with past practice;business, (qx) Indebtedness supported of any Loan Party pursuant to Swap Agreements permitted by Section 6.07, (xi) with respect to Holdings, Qualified Holdings Discount Debt; provided that, other than with respect to any additional principal amounts resulting from the accrual of pay-in-kind interest, (A) such Indebtedness may only be issued or incurred to the extent that after giving effect to the incurrence of such additional Indebtedness on a Letter Pro Forma Basis, the Total Net Leverage Ratio does not exceed (x) prior to March 31, 2019, 6.25 to 1.00 and (y) from and after March 31, 2019, 6.00 to 1.00 and (B) no Default has occurred and is continuing or would result therefrom, (xii) Indebtedness representing deferred compensation to employees of CreditHoldings and the Restricted Subsidiaries incurred in the ordinary course of business, (xiii) Indebtedness in respect of promissory notes issued to physicians, consultants, employees or directors or former employees, consultants or directors in connection with repurchases of Equity Interests permitted by Section 6.08(a)(iii), (xiv) Indebtedness of any Foreign Subsidiary or any Non-Loan Party, collectively, in a principal an amount not to exceed the face amount exceed, together with any Indebtedness incurred by a Non-Loan Party pursuant to clause (vii) of such Letter of Credit;this Section 6.01, $87,500,000 at any time outstanding, (ixv) Permitted NotesRefinancing Debt Securities, the Net Proceeds of which are applied to prepay Term Loans in connection with Section 2.11 and any Permitted Refinancing thereof, (xvi) (a) Permitted Debt, provided that (i) (x) if such Indebtedness is secured by Liens ranking pari passu with the permanent repayment Liens securing the Obligations, the First Lien Net Leverage Ratio does not exceed 3.50:1.00, (y) if such Indebtedness is secured by Liens ranking junior to the Liens securing the Obligations, the Secured Net Leverage Ratio does not exceed 4.50:1.00, and (z) if such Indebtedness is unsecured, the Total Net Leverage Ratio does not exceed 5.75:1.00, in each case, determined on a Pro Forma Basis after giving effect to such assumption or incurrence and the use of proceeds thereof; and any Permitted Refinancing thereof and (ii) in each case, subject to compliance with the Financial Covenant on a Pro Forma Basis; and (b) other Permitted Debt in an aggregate principal amount pursuant to this subclause (b), when aggregated with the Free and Clear Usage Amount at such time, not to exceed the sum of (i) $100,000,000 plus (ii) the principal amount of any voluntary prepayments of Term Loans or Revolving Loans, to the extent accompanied by a permanent reduction in the Revolving Commitments, and any Permitted Refinancing thereof, (xvii) the incurrence by Holdings or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is extinguished within five (5) Business Days, (xviii) the incurrence of Indebtedness arising from agreements of Holdings or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, holdback, contingency payment obligations or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition of any business, assets or capital stock of Holdings or any Restricted Subsidiary, (xix) the incurrence of Indebtedness resulting from endorsements of negotiable instruments for collection in the ordinary course of business, (xx) Indebtedness of Holdings or a Restricted Subsidiary in respect of netting services, overdraft protection and otherwise in connection with deposit accounts; provided that such Indebtedness remains outstanding for 10 Business Days or less, (xxi) Indebtedness in the amount of Net Proceeds actually received by Holdings from the issuance by Holdings of any Equity Interests (or capital contribution in respect thereof) after the Closing Date other than pursuant to Section 2.05(b)(iii)the Cure Right or to the extent Otherwise Applied, and (iixxii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined the incurrence or issuance by Holdings or any of its Restricted Subsidiaries of additional Indebtedness in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a an aggregate principal amount not to exceed the amount greater of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to $210,000,000 and 6.0% of Total Assets at the Administrative Agent (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness time of such exchange, and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (i) and (ii), Permitted Refinancings thereof;incurrence. (sb) Permitted Ratio Debt and any Permitted Refinancings thereof; (t) Indebtedness in respect of the Senior Notes and the Senior Unsecured Notes (including, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereof; and (u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) above. For purposes of determining compliance with this Section 7.036.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in clauses (aSection 6.01(a)(i) through (uxxi) above, the Borrower shallBorrower, in its sole discretion, will classify and reclassify or later divide, classify or may subsequently reclassify such item of Indebtedness (or any portion thereof) in any one or more of the types of Indebtedness described in 6.01(a)(i) through (xxi) above and will only be required to include the amount and type of such Indebtedness in one or more such of the above clausesclauses as determined by the Borrower at such time; provided that all Indebtedness outstanding under that originally reduced the Loan Documents Free and Clear Usage Amount at the time of incurrence may not be reclassified. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in 6.01(a)(i) through (xxi) above. (c) For purposes of determining compliance with any dollar-denominated restriction on the incurrence of Indebtedness, the dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable dollar-denominated restriction to be exceeded if calculated at all times the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, 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 the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount of fees, underwriting discounts, premiums (including tender premiums) and other costs and expenses (including OID) incurred in connection with such refinancing. (d) The accrual of interest, the accretion or amortization of OID, the payment of interest in the form of additional Indebtedness with the same terms, shall not be deemed to be outstanding in reliance only on the exception in clause (a) an incurrence of Indebtedness for purposes of this Section 7.036.01.

Indebtedness. Neither the Borrower nor any of the Subsidiaries shall directly or indirectly, createCreate, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness of the Borrower and any Loan Party of its Subsidiaries under the Loan Documents; (b) Indebtedness (i) outstanding on the Closing Date and listed on Schedule 7.03(b) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Closing Date and any refinancing thereof, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to an Intercompany NoteDate; (c) Guarantees by the Borrower and any Subsidiary the Restricted Subsidiaries in respect of Indebtedness of the Borrower or any Restricted Subsidiary of the Borrower otherwise permitted hereunder; provided that (A) no Guarantee by any Restricted Subsidiary of any New Notes or Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth herein in the Guaranty and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (d) Indebtedness of the Borrower or any Restricted Subsidiary owing to any Loan Party the Borrower or any other Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that that, all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party shall be evidenced by an Intercompany Notesubject to the subordination terms set forth in Section 5.03 of the Security Agreement; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred concurrently with or within two hundred and seventy (270) days after the applicable asset and any Permitted Refinancing thereof in an aggregate amount not to exceed the greater of (x) $30,000,000 and (y) 2.25% of Consolidated Total Assets of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstandingacquisition, construction, repair, replacement or improvement, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m7.05(f) and (iii) any Permitted Refinancing of any of Indebtedness set forth in the foregoingimmediately preceding clauses (i) and (ii); (f) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereofpurposes; (g) Indebtedness of the Borrower or any Subsidiary Foreign Subsidiaries (i) assumed in connection with any Permitted Acquisition or (ii) incurred to finance a Permitted Acquisition, provided in each case, that is secured only by the assets or business acquired in the applicable Permitted Acquisition (including any acquired Equity Interests) and so long as both immediately prior and after giving effect thereto, (A) no Default shall exist or result therefrom, (B) the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, and (C) the aggregate principal amount of such Indebtedness is and all Indebtedness resulting from any Permitted Refinancing thereof at any time outstanding pursuant to this paragraph (g) does not exceed $100,000,000; (h) Indebtedness of the Borrower and the Restricted Subsidiaries (A) assumed in connection with any Permitted Acquisition or (B) incurred to finance a Permitted Acquisition, including the refinancing of any Indebtedness (other than Indebtedness incurred in contemplation of such Permitted Acquisition) of the Persons or on the assets acquired thereby and payment of related fees and expenses (and any excess amount not in excess of 10% of the Net Cash Proceeds thereof may be used to prepay Term Loans pursuant to Section 2.05(a)), and any Permitted Refinancing thereofof the foregoing; provided provided, in each case that (x) such Indebtedness and all Indebtedness resulting from a any Permitted Refinancing thereof (v) is unsecured (except for Liens to the extent permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)7.01(o) and 7.01(z)), (yw) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Borrower and its the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, (x) matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the Maturity Date of the Term Loans (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemptions provisions satisfying the requirement of clause (y) hereof), (y) has terms and conditions (other than interest rate, redemption premiums and subordination terms), taken as a whole, that are not materially less favorable to the Borrower as the terms and conditions of the New Notes as of the Closing Date; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees); and (z) with respect to such Indebtedness described in the immediately preceding clause (B), is incurred by the Borrower or a Guarantor; provided, that the foregoing clauses (x) and (y) shall not apply with respect to assumed Indebtedness so long as such Indebtedness was not incurred in contemplation of a Permitted Acquisition; (hi) Indebtedness representing deferred compensation to employees of the Borrower or any of its and the Restricted Subsidiaries incurred in the ordinary course of business; (ij) Indebtedness consisting of promissory notes issued by any Loan Party to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent of the Borrower permitted by Section 7.06; (jk) Indebtedness incurred by the Borrower or any of its the Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, Disposition constituting indemnification obligations or obligations in respect of purchase price (including customary earnouts) or other similar adjustments; (kl) Indebtedness consisting of obligations of the Borrower or any of its the Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Original Transactions, Transaction and Permitted Acquisitions or any other Investment expressly permitted hereunder; (lm) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereofaccounts; (mn) Indebtedness of the Borrower or any of its Subsidiaries, in an aggregate principal amount that not to exceed $275,000,000 at any time outstanding (less the aggregate principal amount of Indebtedness outstanding at any time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiariesunder Section 7.03(s)); provided that no more than the greater a maximum of $35,000,000 and 2.50% 250,000,000 of Consolidated Total Assets aggregate principal amount of such Indebtedness shall be incurred under this clause (mn) by (less the aggregate principal amount of Indebtedness of Foreign Subsidiaries of the Borrower that are not Loan PartiesGuarantors outstanding at any time under Section 7.03(g)) may be incurred on a secured basis by Foreign Subsidiaries that are not Guarantors; (no) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (op) Indebtedness incurred by the Borrower or any of its the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts acceptances or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date incurrence thereof; (pq) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its the Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (qr) unsecured Indebtedness of the Borrower (“Borrower Permitted Debt” and collectively with any Holdings Permitted Debt (as defined in Section 7.16), “Permitted Debt”) (i) that is not subject to any Guarantee by any Restricted Subsidiary unless such Restricted Subsidiary is a Guarantor or shall also Guarantee the Obligations substantially on the terms set forth in the Guaranty, (ii) that will not mature prior to the date that is ninety-one (91) days after the Maturity Date of the Term Loans, (iii) that has no scheduled amortization or payments of principal (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemption provisions satisfying the requirements of clause (iv) hereof), and (iv) that has mandatory prepayment, repurchase or redemption, covenant, default and remedy provisions customary for senior notes or senior subordinated notes (as applicable in the context of the ranking of such Indebtedness) of an issuer that is a borrower under senior secured credit facilities, and in any event, with respect to covenant, default and remedy provisions, no more restrictive than those set forth in the Senior Notes Indenture or the Senior Subordinated Notes Indenture (as applicable in the context of the ranking of such Indebtedness) as of the Closing Date, taken as a whole (determined in the context of, and subject to, then prevailing market conditions) and in the Loan Documents at such time; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees); provided, further, that (A) both before and after giving effect to the issuance or incurrence thereof, no Default shall have occurred and be continuing, (B) the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, (C) in the case of subordinated Indebtedness (“Borrower Permitted Subordinated Debt”), such Indebtedness (and any Guarantee thereof by a Restricted Subsidiary) is subordinated to the Facility on terms reasonably satisfactory to the Administrative Agent (it being understood that subordination terms substantially similar to those set forth in the Senior Subordinated Notes Indenture as of the Closing Date are deemed to be satisfactory) and (D) in the case of senior Indebtedness, after giving Pro Forma Effect to such Indebtedness and all related transactions, the Senior Secured Leverage Ratio is not greater than 3.0 to 1.0; (s) Indebtedness of a Restricted Subsidiary (or the Persons so acquired) incurred or issued to finance or assumed in connection with any Permitted Acquisition not to exceed at any one time outstanding $100,000,000, so long as (i) both before and after giving effect to the issuance or incurrence thereof, no Default shall have occurred and be continuing, (ii) the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, (iii) after giving Pro Forma Effect to such Indebtedness and all related transactions, the Total Leverage Ratio is not greater than 4.5 to 1.0 and (iv) any liens securing such Indebtedness are limited to Liens permitted by Section 7.01(v) and Section 7.01(z) (limited in such case to Liens on the property of such Restricted Subsidiary only); (t) Indebtedness (i) under any Receivables Management Financing; provided, however that (x) the amount of such Indebtedness is not more than 90% of the purchase price of the Receivables Management Assets purchased with the proceeds of such Indebtedness and (y) after giving effect to the incurrence thereof, the Receivables Management Leverage Ratio shall not exceed 3.0:1, (ii) of any Receivables Management Subsidiary in an aggregate amount not to exceed $150,000,000 at any time outstanding, and (iii) of any Receivables Management Subsidiary arising as a result of any Investment in, or Disposition of, Receivables Management Assets; (u) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (i) Permitted Notes, the Net Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iii) in the case of Permitted Notes incurred under any of the foregoing clauses (i) and (ii), Permitted Refinancings thereof; (s) Permitted Ratio Debt and any Permitted Refinancings thereof; (tv) Indebtedness in respect of the Senior (i) New Notes and (ii) Additional Senior Secured Notes so long as 100% of the Net Cash Proceeds of the issuance of the Additional Senior Secured Notes shall be used to prepay the Term Loans at par (which prepayment shall be applied to repayments of the Term Loans required pursuant to Section 2.07(a) in the manner as directed by the Borrower), (iii) Permitted Unsecured Notes Indebtedness and (includingiv) any Permitted Refinancing of the foregoing; provided, that in each casethe case of Permitted Unsecured Indebtedness, any guarantees thereof(A) andthe Net Cash Proceeds of the issuance of such Permitted Unsecured Indebtedness shall be used to prepay Indebtedness of the Borrower and its Restricted Subsidiaries, including Junior Financing to the extent permitted by Section 7.13; (w) Indebtedness in each case, respect of the Receivables Facilities and any Permitted Refinancing thereof; and (ux) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (tw) above. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (u) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance only on the exception in clause (a) of Section 7.03.