“Consolidated Funded Indebtedness” means, as of any date of determination, all Funded Indebtedness of the Borrower and its Subsidiaries, on a consolidated basis, without duplication.

“Consolidated Funded Debt” shall mean, as of any date of determination, Funded Debt of the Credit Parties and their Subsidiaries on a Consolidated basis.

“Consolidated Funded Indebtedness” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, the sum of # the outstanding principal amount of all direct or indirect obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, # all purchase money Indebtedness, # all direct obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, # all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), # all Attributable Indebtedness, # without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in [clauses (a) through (e) above] of Persons other than the Borrower or any Subsidiary, and # all Indebtedness of the types referred to in [clauses (a) through (f) above] of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Borrower or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Subsidiary. For avoidance of doubt, Consolidated Funded Indebtedness excludes operating leases of the Borrower and operating leases of Borrower’s Subsidiaries guaranteed by the Borrower.

“Consolidated Funded Indebtedness” means, with respect to any Person at any date, all Indebtedness for borrowed money of such Person, determined on a consolidated basis in accordance with GAAP (other than Subordinated Debt and Permitted Preferred Stock), including, in any event, but without duplication, with respect to Borrower and its Subsidiaries, the Advances, Purchase Money Indebtedness, and the amount of their Capitalized Lease Obligations, in each case exclusive of Indebtedness owed by one Loan Party to another Loan Party and any Indebtedness in respect of any of the foregoing.

“Consolidated Funded Indebtedness” means, as of any date of determination, for the Borrower and its Subsidiaries on a Consolidated basis, without duplication, the sum of the following: # the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including the Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments; # all purchase money Indebtedness; # to the extent that any amount has been drawn and not reimbursed, such amount outstanding under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; # all obligations in respect of the deferred purchase price of property or services (other than # trade accounts and other accounts payable in the ordinary course of business, and # deferred compensation accruals for payroll and accrued expenses in the ordinary course of business), provided, that, contingent purchase price obligations (including earnouts) shall be included in the determination of Consolidated Funded Indebtedness pursuant to this [clause (d)] solely to the extent such obligations # appear (or would be required to be appear) as a liability on the Consolidated balance sheet of the Borrower in accordance with GAAP and # are payable within twelve (12) months of such date of determination; # all Attributable Indebtedness; # all mandatory and non-discretionary obligations to purchase, redeem, retire, defease or otherwise make any payment prior to the Maturity Date in respect of any Equity Interests or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; # without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in [clauses (a) through (f) above] of Persons other than the Borrower or any Subsidiary; and # all Indebtedness of the types referred to in [clauses (a) through (g) above] of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Borrower or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Subsidiary.

“Consolidated Funded Indebtedness” means, as of any date of determination with respect to the Borrower and its Subsidiaries on a Consolidated basis, without duplication, the sum of # all obligations for borrowed money, plus # all obligations with respect to the principal component of Capital Lease Obligations, plus # all obligations with respect to Disqualified Equity Interests plus # all Guarantee obligations in respect of items described in the preceding [clauses (a) through (c)], plus # all unreimbursed drawings under outstanding letters of credit.

“Consolidated Funded Indebtedness” means, as of any date of determination, for the Borrower and its Subsidiaries on a Consolidated basis, the sum of: # the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments; # all purchase money Indebtedness; # all obligations in respect of unreimbursed drawings under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; # all obligations in respect of the deferred purchase price of property or services (other than # trade accounts and other accounts payable in the ordinary course of business, # deferred compensation accruals for payroll and accrued expenses in the ordinary course of business, and # Earn Out Obligations to the extent not then due and payable and unpaid); # all Attributable Indebtedness; # all obligations to purchase, redeem, retire, defease or otherwise make any payment prior to the Maturity Date in respect of any Equity Interests or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; # without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in [clauses (a) through (f) above] of Persons other than the Borrower or any Subsidiary; and # all Indebtedness of the types referred to in [clauses (a) through (g) above] of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company or other limited liability legal entity) in which the Borrower or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Subsidiary.

“Consolidated Funded Indebtedness” means, as of any date of determination with respect to the Borrower and its Subsidiaries on a consolidated basis, without duplication, the sum of: # all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; # all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business, advisory fees and any earn-out obligation until such earn-out obligation is required to become a liability on the balance sheet of such Person in accordance with GAAP); # Indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including Indebtedness arising under conditional sales or other title retention agreements), whether or not such Indebtedness shall have been assumed by such Person or is limited in recourse; provided, however, that if such Indebtedness is limited in recourse to the property encumbered thereby, such Indebtedness shall be deemed to be equal to the lesser of the # fair market value of such asset at such date of determination and # the amount of such Indebtedness; # capital leases and Synthetic Lease Obligations; # all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Disqualified Equity Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; # all Guarantees with respect to Indebtedness of the types specified in [clauses (a) through (e) above] of another Person; and # all Indebtedness of the types referred to in [clauses (a) through (f) above] of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Borrower or any Subsidiary is a general partner or joint venturer, except to the extent that Indebtedness is expressly made non-recourse to such Person. Notwithstanding the foregoing, for so long as neither the Borrower nor any of its Subsidiaries is designated as a “borrower” or an “issuer” under the Parent Credit Facility, all Indebtedness and other obligations (whether consisting of guarantees or otherwise) in respect of the Parent Credit Facility shall be excluded from the definition of Consolidated Funded Indebtedness.

“Consolidated Funded Indebtedness” means, as of any date of determination, for the Borrower and its Restricted Subsidiaries on a consolidated basis, the sum of # the outstanding principal amount of all debt for borrowed money (including Obligations hereunder) and all debt evidenced by bonds, debentures, notes, loan agreements or other similar instruments, # all purchase money Indebtedness, # without duplication, all obligations (whether direct or contingent) arising under drawn letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, # all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), # all Attributable Indebtedness, # without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in [clauses (a) through (e) above] of Persons other than the Borrower or any Restricted Subsidiary, and # all Indebtedness of the types referred to in [clauses (a) through (f) above] of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Borrower or a Restricted Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Restricted Subsidiary; provided, that Consolidated Funded Indebtedness shall exclude any intercompany loans amongst the Borrower and its Restricted Subsidiaries.

“Consolidated Funded Indebtedness” means, as of any date of determination, for the Borrower and its Subsidiaries on a Consolidated basis, the sum of: # the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments; # all purchase money Indebtedness; # the maximum amount available to be drawn under issued and outstanding letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; # all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business); # all Attributable Indebtedness; # all obligations to purchase, redeem, retire, defease or otherwise make any payment prior to the Maturity Date in respect of any Equity Interests or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; # without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in [clauses (a) through (f) above] of Persons other than the Borrower or any Subsidiary; and # all Indebtedness of the types referred to in [clauses (a) through (g) above] of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Borrower or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Subsidiary.

“Consolidated Funded Indebtedness” means, as of any date of determination, for the Borrower and its Subsidiaries on a Consolidated basis, the sum of (without duplication): # the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including the Obligations) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments; # all purchase money Indebtedness; # the maximum amount available to be drawn under issued and outstanding letters of credit (including standby and commercial), bankers’ acceptances and bank guaranties (but excluding surety bonds); # all obligations in respect of the deferred purchase price of property or services (excluding # Earnouts, # purchase price adjustments, # trade accounts payable in the ordinary course of business (including on an intercompany basis), # any such obligations incurred under ERISA CHAR1\1641691v2CHAR1\1779505v1