Existing Indebtedness. The Borrower and its Subsidiaries shall have # paid all accrued and unpaid interest and fees on the loans outstanding under the Existing Credit Agreement to the Closing Date, # prepaid any loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Loans ratable with the revised Commitments as of the Closing Date, and # paid all accrued fees owing to the lenders under the Existing Credit Agreement to the Closing Date.

Existing Indebtedness. All existing Indebtedness of the Borrower and its Subsidiaries (including Indebtedness under the Existing Credit Agreement, but other than Indebtedness permitted under [Section 8.1]) shall have been repaid in full on the Closing Date, or shall be refinanced in full, substantially simultaneously with the consummation of the Transactions on the Closing Date, and any and all commitments with regard thereto and liens and guarantees provided in connection therewith have been or will be substantially concurrently with the effectiveness of this Agreement terminated and released.

Existing Indebtedness. All existing Indebtedness of the Borrower and its Subsidiaries (excluding Indebtedness permitted pursuant to Section 8.1) shall be repaid in full, all commitments (if any) in respect thereof shall have been terminated and all guarantees therefor and security therefor shall be released, and the Administrative Agent shall have received pay-off letters in form and substance satisfactory to it evidencing such repayment, termination and release.

Existing Indebtedness. Arrangements reasonably satisfactory to the Administrative Agent shall have been made for the delivery of all documents or instruments necessary to release all Liens securing all obligations of the Borrower, the Target and their respective Subsidiaries under the Existing Debt Agreements and all Guarantee Obligations of the Borrower, the Target and their respective Subsidiaries in respect of the obligations under the Existing Debt Agreements.

Existing Indebtedness. The Borrowers shall have paid, concurrently with the initial Loans hereunder, all Indebtedness that is not permitted hereunder and shall have terminated all credit facilities and all Liens relating thereto, all in a manner satisfactory to the Administrative Agent and its counsel.

Until the date of first Utilisation, Financial Indebtedness under the Existing Facility;

Existing Indebtedness. The Credit Parties shall have been released from all indebtedness and other obligations under that certain Credit and Security Agreement, dated as of November 27, 2018, among Universal Management Services, Inc., the other borrowers party thereto, the lenders party thereto, and KeyBank, as the administrative agent, and all liens and others security interests granted by the Credit Parties thereunder shall have been terminated.

Existing Indebtedness. The Administrative Agent shall have received evidence reasonably satisfactory to it that # the Borrower and its Restricted Subsidiaries shall have outstanding no third party Indebtedness for borrowed money, other than the credit facility evidenced by this Agreement and other Indebtedness permitted hereunder and # all Indebtedness evidenced by the Existing Credit Agreement to be repaid on the Effective Date has been, or substantially concurrently with the Effective Date will be, repaid, and all Liens (other than Liens permitted to remain outstanding under this Agreement) have been, or substantially concurrently with the Effective Date will be, discharged.

Existing Indebtedness. The Loan Parties shall have paid, concurrently with the initial Loans hereunder, all Indebtedness that is not permitted hereunder and shall have terminated all credit facilities and all Liens relating thereto, all in a manner satisfactory to the Administrative Agent and its counsel, including without limitation all such payoffs and Lien releases with respect to the Note Purchase Agreement, dated as of February 3, 2020 (as amended) among the Borrowers, the noteholders thereunder and U.S. Bank National Association, as the representative of such noteholders.

Existing Indebtedness. On the Closing Date, Company and its Subsidiaries shall have # repaid in full all Existing Indebtedness, # terminated any commitments to lend or make other extensions of credit thereunder, # delivered to Purchasers all documents or instruments necessary to release all Liens securing Existing Indebtedness or other obligations of Company and its Subsidiaries thereunder being repaid on the Closing Date, and # made arrangements reasonably satisfactory to Purchasers with respect to the cancellation of any letters of credit outstanding thereunder.