Common use of Subsidiary Indebtedness Clause in Contracts

Subsidiary Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended; (c) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (d) Indebtedness of any Subsidiary Guarantor; (e) Guarantees of any Subsidiary in respect of Indebtedness otherwise permitted hereunder of any Subsidiary; (f) Indebtedness of any Person that becomes a Subsidiary after the Closing Date; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the aggregate principal amount of all such Indebtedness permitted by this Section 7.02(f) at any one time outstanding shall not exceed the greater of $500,000,000 and 15% of the Net Worth of the Company; (g) Capital Lease Obligations, Synthetic Lease Obligations or Receivables Facility Attributable Indebtedness in an aggregate principal amount which, when added to all other Capital Lease Obligations, Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness created, incurred or assumed under this clause (g), do not to exceed the greater of $500,000,000 and 15% of the Net Worth of the Company at any time, subject in the case of any such Indebtedness secured by a Lien, to the limitation set forth in Section 7.01(j); (h) additional secured or unsecured Indebtedness not otherwise permitted under this Section 7.02 in an aggregate principal amount at any time outstanding which, when added to, without duplication, the aggregate principal amount of Indebtedness and other obligations that are secured by a Lien permitted by Section 7.01(j) at such time, do not exceed the greater of $500,000,000 and 15% of the Net Worth of the Company; (i) intercompany loans made between the Company and a Subsidiary or any two Subsidiaries; and (j) any Acquisition Indebtedness.

Subsidiary Indebtedness. CreateThe Company will not permit any Subsidiary (other than a Subsidiary Guarantor) to create, incur, assume incur or suffer to exist any Indebtedness, exceptother than: (a) Indebtedness under existing on the Loan Documentsdate of this Agreement and described on Schedule 7.01; (b) Indebtedness outstanding on secured by Liens permitted pursuant to the Closing Date and listed on Schedule 7.02 and terms of Section 7.02(a)(iii); (c) Indebtedness of such Subsidiary owing to the Company or any refinancingsother Subsidiary; (d) [Reserved]; (e) Indebtedness arising from the renewal or extension of any Indebtedness described in clauses (a), refundings(b), renewals (f) or extensions thereof; (o), provided that (i) the amount of such Indebtedness is not increased at and any Liens securing such Indebtedness attached only to the time of assets previously serving as collateral for such refinancing, refunding, Indebtedness prior to such renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended; (c) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (d) Indebtedness of any Subsidiary Guarantor; (e) Guarantees of any Subsidiary in respect of Indebtedness otherwise permitted hereunder of any Subsidiaryextension; (f) Indebtedness of any Person owing by such Subsidiary that becomes a Subsidiary after the Closing Date; provided that (i) such Indebtedness exists was in existence at the time such Person becomes first became a Subsidiary and is Subsidiary, or at the time such Person was merged into or consolidated with a Subsidiary, which Indebtedness was not created or incurred in contemplation of such event, provided that such Indebtedness is at the time permitted pursuant to the terms of Section 7.02 (in the case of any Indebtedness secured by any Liens on assets of such Subsidiary); (g) Indebtedness resulting from Surety Indemnification Obligations of such Subsidiary; (h) Indebtedness, if any, which may be deemed to exist with respect to Swap Agreements; (i) Indebtedness, if any, that may exist in respect of deposits or payments made by customers or clients of such Subsidiaries; (j) Indebtedness owed in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with such Person becoming any automated clearing−house transfers of funds or in respect of letters of credit or bankers’ acceptances supporting trade payables; (k) to the extent constituting Indebtedness, contingent liabilities in respect of any indemnification, adjustment of purchase price, non-compete, consulting, deferred compensation and similar obligations; (l) Indebtedness representing deferred compensation to directors, officers, employees, members of management, managers and consultants of a Subsidiary incurred in the ordinary course of business; (m) Guarantees by Subsidiaries in respect of Indebtedness permitted to be incurred pursuant to this Section 7.01; (n) Indebtedness incurred to finance workers’ compensation, health, disability or life insurance or which finances other employee benefits or property, casualty or liability insurance, or self-insurance, in each case, in the ordinary course of business; (o) Indebtedness of Foreign Subsidiary borrowers under the Revolver that are not Subsidiary Guarantors to the extent such Indebtedness is incurred under the Revolver; and (p) other Indebtedness of such Subsidiaries not described in clauses (a) through (o) or (q) incurred or created following the Closing Date so long as on the date of such incurrence or creation the sum of (A) the aggregate principal amount of such Indebtedness and (iiB) the aggregate principal amount of all Indebtedness incurred under clauses (a), (e) (in the case of renewals or extension of Indebtedness described in clauses (a) or (p)), and (p) and outstanding on such Indebtedness permitted by this Section 7.02(f) at any one time outstanding shall date, does not exceed the greater of (i) $500,000,000 300,000,000 and 15% (ii) an amount equal to thirty-five percent (35%) of EBITDA as at the Net Worth end of the Company; (g) Capital Lease Obligations’s most recently ended four Fiscal Quarter period for which financial statements have been made available, Synthetic Lease Obligations or Receivables Facility Attributable Indebtedness in an aggregate principal amount which, when added are required to all other Capital Lease Obligations, Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness created, incurred or assumed under this clause (g), do not to exceed the greater of $500,000,000 and 15% of the Net Worth of the Company at any time, subject in the case of any such Indebtedness secured by a Lienhave been made available, to the limitation set forth in Section 7.01(j); (h) additional secured or unsecured Indebtedness not otherwise permitted under this Section 7.02 in an aggregate principal amount at any time outstanding which, when added to, without duplication, the aggregate principal amount of Indebtedness and other obligations that are secured by a Lien permitted by Section 7.01(j) at Administrative Agent prior to such time, do not exceed the greater of $500,000,000 and 15% of the Net Worth of the Company; (i) intercompany loans made between the Company and a Subsidiary or any two Subsidiariesdate; and (jq) any Acquisition Indebtednessall premiums (if any), interest, fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (p).

Subsidiary Indebtedness. CreateDirectly or indirectly create, incur, assume or suffer to exist any IndebtednessIndebtedness of any Subsidiary, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereofthereof with Indebtedness of a similar type; provided that (i) provided, that, the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extendedthereunder; (c) Guarantees provided by any Subsidiary in respect of Indebtedness of any wholly-owned Subsidiary otherwise permitted by this Section 7.02; (d) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract; provided that , provided, that, (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (de) Indebtedness of any Subsidiary Guarantor; (e) Guarantees of any Subsidiary in respect of Indebtedness otherwise permitted hereunder of any Subsidiary; (f) Indebtedness of any Person that becomes a Subsidiary after capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the Closing Datelimitations set forth in Section 7.01(i); provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) provided, that, the aggregate principal amount of all such Indebtedness permitted by this Section 7.02(f) at any one time outstanding shall not exceed $100,000,000; (f) Indebtedness incurred in connection with corporate credit cards, daylight or overnight overdraft facilities and other treasury management services, in each case incurred in the greater ordinary course of $500,000,000 and 15% of the Net Worth of the Companybusiness; (g) Capital Lease Obligations, Synthetic Lease Obligations or Receivables Facility Attributable intercompany Indebtedness in an aggregate principal amount which, when added to all other Capital Lease Obligations, Synthetic Lease Obligations between one Subsidiary and Receivables Facility Attributable Indebtedness created, incurred or assumed under this clause (g), do not to exceed another and between the greater of $500,000,000 Borrower and 15% of the Net Worth of the Company at any time, subject in the case of any such Indebtedness secured by a Lien, to the limitation set forth in Section 7.01(j)Subsidiary; (h) additional secured Indebtedness in respect of letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, in each case incurred in the ordinary course of business; (i) Indebtedness of any Person, or unsecured Indebtedness not otherwise permitted under this Section 7.02 in respect of assets, acquired after the Closing Date in an acquisition or other investment permitted pursuant to this Agreement, in each case to the extent such Indebtedness was existing at the time of such acquisition or other investment and was not incurred in contemplation thereof; and (j) other Indebtedness; provided, that, that aggregate outstanding principal amount at any time outstanding whichof such Indebtedness, when added to, taken together (without duplication, ) with the aggregate outstanding principal amount of Indebtedness and other obligations that are secured by a Lien permitted by Liens incurred in reliance on Section 7.01(j) at such time7.01(p), do shall not exceed the greater an amount equal to thirty-five percent (35%) of $500,000,000 and 15% of the Consolidated Net Worth of the Company; (i) intercompany loans made between the Company and a Subsidiary or any two Subsidiaries; and (j) any Acquisition IndebtednessWorth.

Subsidiary Indebtedness. Create, incur, assume The Reporting Entity will not permit any member of the Consolidated Group that is not the Company or suffer a Guarantor to exist incur Debt of any Indebtedness, except:kind; provided that this Section 10.1 shall not apply to any of the following (without duplication): (a) Indebtedness Debt incurred under the Loan Documentsthis Agreement, any Notes and any Affiliate Guaranty; (b) Indebtedness outstanding on Debt of any member of the Closing Date and listed on Schedule 7.02 and Consolidated Group to any refinancings, refundings, renewals or extensions thereofmember of the Consolidated Group; provided that (i) the amount of such Indebtedness is Debt shall not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal have been transferred to any existing commitments unutilized thereunder and other Person (ii) other than to any member of the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if anyConsolidated Group), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended; (c) Debt outstanding on the date of the Initial Closing andAmendment Effective Date and, to the extent in respect of obligations in excess of $25,000,000, set forth on Schedule 5.15 (contingent it being understood that any Debt in excess of $25,000,000 outstanding on the Amendment Effective Date that is otherwise permitted under another clause of Section 10.1 need not be set forth on Schedule 5.15 in order to be so permitted under such other clause), and any extension, renewal, refinancing, refunding, replacement or otherwiserestructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any Subsidiary existing such Debt from time to time (in whole or arising in part), provided that the outstanding principal amount of any such Debt may only be increased (x) to the extent of any accrued interest on such Debt or (y) to the extent any such increase is permitted to be incurred under any Swap Contract; provided that other clause of this Section 10.1; (i) such obligations are (Debt of any member of the Consolidated Group incurred to finance the acquisition, construction or were) entered into by such Person for the purpose improvement of directly mitigating risks associated with liabilities, commitments, investments, any fixed or capital assets, including Capital Leases or property held finance leases and any Debt assumed in connection with the acquisition of any such assets (provided that such Debt is incurred or reasonably anticipated by assumed prior to or within 90 days after such Personacquisition or the completion of such construction or improvement and the principal amount of such Debt does not exceed the cost of acquiring, constructing or changes in the value of securities issued by improving such Person, and not for purposes of speculation fixed or taking a “market view;” capital assets) and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; extension, renewal, refinancing, refunding, replacement or restructuring (dor successive extensions, renewals, refinancings, refundings, replacements or restructurings) Indebtedness of any Subsidiary Guarantorsuch Debt from time to time (in whole or in part), provided that the aggregate principal amount of Debt permitted by this Section 10.1(d) shall not exceed $100,000,000 at any time outstanding; (e) Guarantees of any Subsidiary in respect of Indebtedness otherwise permitted hereunder of any SubsidiaryDebt under or related to Hedge Agreements entered into for non-speculative purposes; (f) Indebtedness letters of any Person that becomes a Subsidiary after credit, bank guarantees, warehouse receipts or similar instruments issued to support performance obligations and trade letters of credit (other than obligations in respect of other Debt) in the Closing Date; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation ordinary course of or in connection with such Person becoming a Subsidiary and (ii) the aggregate principal amount of all such Indebtedness permitted by this Section 7.02(f) at any one time outstanding shall not exceed the greater of $500,000,000 and 15% of the Net Worth of the Companybusiness; (g) Capital Lease Obligations, Synthetic Lease Obligations or Debt of Receivables Facility Attributable Indebtedness Subsidiaries in an aggregate principal amount which, when added to all other Capital Lease Obligations, Synthetic Lease Obligations and respect of Permitted Receivables Facility Attributable Indebtedness created, incurred or assumed under this clause (g), do not to exceed the greater of $500,000,000 and 15% of the Net Worth of the Company at any time, subject in the case of any such Indebtedness secured by a Lien, to the limitation set forth in Section 7.01(j); (h) additional secured or unsecured Indebtedness not otherwise permitted under this Section 7.02 Facilities in an aggregate principal amount at any time outstanding whichnot to exceed $250,000,000; (i) any other Debt (not otherwise permitted under this Agreement), when added toand (ii) any extension, without duplicationrenewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of Debt outstanding under this Section 10.1(h), provided that, the aggregate principal amount of Indebtedness and other obligations Priority Debt at the time such Debt is incurred shall not exceed 10% of Consolidated Total Assets (except that are secured by a Lien refinancing Debt incurred in reliance on clause (ii) of this Section 10.1(h) will in any event be permitted by (but will utilize basket capacity under this Section 7.01(j10.1(h)) at so long as the principal amount of such time, do Debt does not exceed the greater of $500,000,000 and 15% principal amount of the Net Worth of the CompanyDebt extended, renewed, refinanced, refunded, replaced or restructured plus any accrued interest on such Debt); (i) intercompany loans made between Debt owed to any officers or employees of any member of the Company Consolidated Group; provided that the aggregate principal amount of all such Debt shall not exceed $10,000,000 at any time outstanding; (j) guarantees of any Debt permitted pursuant to this Section 10.1; (k) Debt in respect of bid, performance, surety bonds or completion bonds issued for the account of any member of the Consolidated Group in the ordinary course of business, including guarantees or obligations of any member of the Consolidated Group with respect to letters of credit supporting such bid, performance, surety or completion obligations; (l) Debt incurred or arising from or as a result of agreements providing for indemnification, deferred payment obligations, purchase price adjustments, earn-out payments or similar obligations; (m) Debt in connection with overdue accounts payable which are being contested in good faith and for which adequate reserves have been established in accordance with GAAP; (n) Debt arising or incurred as a Subsidiary result of or from the adjudication or settlement of any two Subsidiarieslitigation or from any arbitration or mediation award or settlement, in any case involving any member of the Consolidated Group, provided that the judgment, award(s) and/or settlements to which such Debt relates would not constitute an Event of Default under Section 11(i); (o) Debt in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the ordinary course of business; and (ji) Debt of any Person which becomes a Restricted Subsidiary after the date of the Initial Closing or is merged with or into or consolidated or amalgamated with any Restricted Subsidiary after the date of the Initial Closing and Debt expressly assumed in connection with the acquisition of an asset or assets from any other Person;; provided that (A) such Debt existed at the time such Person became a Restricted Subsidiary or of such merger, consolidation, amalgamation or acquisition and was not created in anticipation thereof and (B) immediately after such Person becomes a Restricted Subsidiary or such merger, consolidation, amalgamation or acquisition, (x) no Default shall have occurred and be continuing and (y) the Reporting Entity shall be in compliance with Section 10.2 on a pro forma basis;; and (ii) any Acquisition Indebtednessextension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any such Debt from time to time (in whole or in part), provided that the outstanding principal amount of any such Debt may only be increased (x) to the extent of any accrued interest on such Debt or (y) to the extent any such increase is permitted to be incurred under any other clause of this Section 10.1.

Subsidiary Indebtedness. Create, incur, assume The Reporting Entity will not permit any member of the Consolidated Group that is not the Company or suffer a Guarantor to exist incur Debt of any Indebtedness, except:kind; provided that this Section 10.1 shall not apply to any of the following (without duplication): (a) Indebtedness Debt incurred under the Loan Documentsthis Agreement, any Notes and any Affiliate Guaranty; (b) Indebtedness outstanding on Debt of any member of the Closing Date and listed on Schedule 7.02 and Consolidated Group to any refinancings, refundings, renewals or extensions thereofmember of the Consolidated Group; provided that (i) the amount of such Indebtedness is Debt shall not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal have been transferred to any existing commitments unutilized thereunder and other Person (ii) other than to any member of the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if anyConsolidated Group), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended; (c) Debt outstanding on the date of the Initial Closing andAmendment Effective Date and, to the extent in respect of obligations in excess of $25,000,000, set forth on Schedule 5.15 (contingent it being understood that any Debt in excess of $25,000,000 outstanding on the Amendment Effective Date that is otherwise permitted under another clause of Section 10.1 need not be set forth on Schedule 5.15 in order to be so permitted under such other clause), and any extension, renewal, refinancing, refunding, replacement or otherwiserestructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any Subsidiary existing such Debt from time to time (in whole or arising in part), provided that the outstanding principal amount of any such Debt may only be increased (x) to the extent of any accrued interest on such Debt or (y) to the extent any such increase is permitted to be incurred under any Swap Contract; provided that other clause of this Section 10.1; (i) such obligations are (Debt of any member of the Consolidated Group incurred to finance the acquisition, construction or were) entered into by such Person for the purpose improvement of directly mitigating risks associated with liabilities, commitments, investments, any fixed or capital assets, including Capital Leases or property held finance leases and any Debt assumed in connection with the acquisition of any such assets (provided that such Debt is incurred or reasonably anticipated by assumed prior to or within 90 days after such Personacquisition or the completion of such construction or improvement and the principal amount of such Debt does not exceed the cost of acquiring, constructing or changes in the value of securities issued by improving such Person, and not for purposes of speculation fixed or taking a “market view;” capital assets) and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; extension, renewal, refinancing, refunding, replacement or restructuring (dor successive extensions, renewals, refinancings, refundings, replacements or restructurings) Indebtedness of any Subsidiary Guarantor;such Debt from time to time (in whole or in part), provided that the aggregate principal amount of Debt permitted by this Section 10.1(d) shall not exceed $100,000,000 at any time outstanding; STERIS CORPORATION NOTE PURCHASE AGREEMENT (e) Guarantees of any Subsidiary in respect of Indebtedness otherwise permitted hereunder of any SubsidiaryDebt under or related to Hedge Agreements entered into for non-speculative purposes; (f) Indebtedness letters of any Person that becomes a Subsidiary after credit, bank guarantees, warehouse receipts or similar instruments issued to support performance obligations and trade letters of credit (other than obligations in respect of other Debt) in the Closing Date; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation ordinary course of or in connection with such Person becoming a Subsidiary and (ii) the aggregate principal amount of all such Indebtedness permitted by this Section 7.02(f) at any one time outstanding shall not exceed the greater of $500,000,000 and 15% of the Net Worth of the Companybusiness; (g) Capital Lease Obligations, Synthetic Lease Obligations or Debt of Receivables Facility Attributable Indebtedness Subsidiaries in an aggregate principal amount which, when added to all other Capital Lease Obligations, Synthetic Lease Obligations and respect of Permitted Receivables Facility Attributable Indebtedness created, incurred or assumed under this clause (g), do not to exceed the greater of $500,000,000 and 15% of the Net Worth of the Company at any time, subject in the case of any such Indebtedness secured by a Lien, to the limitation set forth in Section 7.01(j); (h) additional secured or unsecured Indebtedness not otherwise permitted under this Section 7.02 Facilities in an aggregate principal amount at any time outstanding whichnot to exceed $250,000,000; (i) any other Debt (not otherwise permitted under this Agreement), when added toand (ii) any extension, without duplicationrenewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of Debt outstanding under this Section 10.1(h), provided that, the aggregate principal amount of Indebtedness and other obligations Priority Debt at the time such Debt is incurred shall not exceed 10% of Consolidated Total Assets (except that are secured by a Lien refinancing Debt incurred in reliance on clause (ii) of this Section 10.1(h) will in any event be permitted by (but will utilize basket capacity under this Section 7.01(j10.1(h)) at so long as the principal amount of such time, do Debt does not exceed the greater of $500,000,000 and 15% principal amount of the Net Worth of the CompanyDebt extended, renewed, refinanced, refunded, replaced or restructured plus any accrued interest on such Debt); (i) intercompany loans made between Debt owed to any officers or employees of any member of the Company Consolidated Group; provided that the aggregate principal amount of all such Debt shall not exceed $10,000,000 at any time outstanding; (j) guarantees of any Debt permitted pursuant to this Section 10.1; (k) Debt in respect of bid, performance, surety bonds or completion bonds issued for the account of any member of the Consolidated Group in the ordinary course of business, including guarantees or obligations of any member of the Consolidated Group with respect to letters of credit supporting such bid, performance, surety or completion obligations; (l) Debt incurred or arising from or as a result of agreements providing for indemnification, deferred payment obligations, purchase price adjustments, earn-out payments or similar obligations; (m) Debt in connection with overdue accounts payable which are being contested in good faith and for which adequate reserves have been established in accordance with GAAP; (n) Debt arising or incurred as a Subsidiary result of or from the adjudication or settlement of any two Subsidiarieslitigation or from any arbitration or mediation award or settlement, in any case involving any member of the Consolidated Group, provided that the judgment, award(s) and/or settlements to which such Debt relates would not constitute an Event of Default under Section 11(i); STERIS CORPORATION NOTE PURCHASE AGREEMENT (o) Debt in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the ordinary course of business; and (ji) Debt of any Person which becomes a Restricted Subsidiary after the date of the Initial Closing or is merged with or into or consolidated or amalgamated with any Restricted Subsidiary after the date of the Initial Closing and Debt expressly assumed in connection with the acquisition of an asset or assets from any other Person;; provided that (A) such Debt existed at the time such Person became a Restricted Subsidiary or of such merger, consolidation, amalgamation or acquisition and was not created in anticipation thereof and (B) immediately after such Person becomes a Restricted Subsidiary or such merger, consolidation, amalgamation or acquisition, (x) no Default shall have occurred and be continuing and (y) the Reporting Entity shall be in compliance with Section 10.2 on a pro forma basis;; and (ii) any Acquisition Indebtednessextension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any such Debt from time to time (in whole or in part), provided that the outstanding principal amount of any such Debt may only be increased (x) to the extent of any accrued interest on such Debt or (y) to the extent any such increase is permitted to be incurred under any other clause of this Section 10.1.

Subsidiary Indebtedness. Create, incur, assume The Reporting Entity will not permit any member of the Consolidated Group that is not the Company or suffer a Guarantor to exist incur Debt of any Indebtedness, except:kind; provided that this Section 10.1 shall not apply to any of the following (without duplication): (a) Indebtedness Debt incurred under the Loan Documentsthis Agreement, any Notes and any Affiliate Guaranty; (b) Indebtedness Debt of any member of the Consolidated Group to any member of the Consolidated Group; provided that such Debt shall not have been transferred to any other Person (other than to any member of the Consolidated Group); (c) Debt outstanding on the Closing Date and listed set forth on Schedule 7.02 5.15, and any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, renewals replacements or extensions thereof; restructurings) of any such Debt from time to time (in whole or in part), provided that the outstanding principal amount of any such Debt may only be increased to the extent any such increase is permitted to be incurred under any other clause of this Section 10.1; (i) Debt of any member of the Consolidated Group incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Leases and any Debt assumed in connection with the acquisition of any such assets (provided that such Debt is incurred or assumed prior to or within 90 days after such acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness is Debt does not increased at exceed the time cost of acquiring, constructing or improving such fixed or capital assets) and (ii) any extension, renewal, refinancing, refunding, renewal replacement or extension except by an amount equal to a reasonable premium restructuring (or other reasonable amount paidsuccessive extensions, and fees and expenses reasonably incurredrenewals, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (iirefinancings, refundings, replacements or restructurings) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancingDebt from time to time (in whole or in part), refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended; (c) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract; provided that (ithe aggregate principal amount of Debt permitted by this Section 10.1(d) such obligations are (or were) entered into by such Person for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and shall not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (d) Indebtedness of any Subsidiary Guarantorexceed $75,000,000; (e) Guarantees of any Subsidiary in respect of Indebtedness otherwise permitted hereunder of any SubsidiaryDebt under or related to Hedge Agreements entered into for non-speculative purposes; (f) Indebtedness letters of any Person that becomes a Subsidiary after credit, bank guarantees, warehouse receipts or similar instruments issued to support performance obligations and trade letters of credit (other than obligations in respect of other Debt) in the Closing Date; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation ordinary course of or in connection with such Person becoming a Subsidiary and (ii) the aggregate principal amount of all such Indebtedness permitted by this Section 7.02(f) at any one time outstanding shall not exceed the greater of $500,000,000 and 15% of the Net Worth of the Companybusiness; (g) Capital Lease Obligations, Synthetic Lease Obligations or Debt of Receivables Facility Attributable Indebtedness Subsidiaries in an aggregate principal amount which, when added to all other Capital Lease Obligations, Synthetic Lease Obligations and respect of Permitted Receivables Facility Attributable Indebtedness created, incurred or assumed under this clause (g), do not to exceed the greater of $500,000,000 and 15% of the Net Worth of the Company at any time, subject in the case of any such Indebtedness secured by a Lien, to the limitation set forth in Section 7.01(j); (h) additional secured or unsecured Indebtedness not otherwise permitted under this Section 7.02 Facilities in an aggregate principal amount at any time outstanding whichnot to exceed $250,000,000; (i) any other Debt (not otherwise permitted under this Agreement), when added toand (ii) any extension, without duplicationrenewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of Debt outstanding under this Section 10.1(h), provided that, the aggregate principal amount of Indebtedness and other obligations Priority Debt at the time such Debt is incurred shall not exceed 8.5% of Consolidated Total Assets (except that are secured by a Lien refinancing Debt incurred in reliance on clause (ii) of this Section 10.1(h) will in any event be permitted by (but will utilize basket capacity under this Section 7.01(j10.1(h)) at so long as the principal amount of such time, do Debt does not exceed the greater of $500,000,000 and 15% principal amount of the Net Worth of the CompanyDebt refinanced); (i) intercompany loans made between Debt owed to any officers or employees of any member of the Company Consolidated Group; provided that the aggregate principal amount of all such Debt shall not exceed $10,000,000 at any time outstanding; (j) guarantees of any Debt permitted pursuant to this Section 10.1; (k) Debt in respect of bid, performance, surety bonds or completion bonds issued for the account of any member of the Consolidated Group in the ordinary course of business, including guarantees or obligations of any member of the Consolidated Group with respect to letters of credit supporting such bid, performance, surety or completion obligations; (l) Debt incurred or arising from or as a result of agreements providing for indemnification, deferred payment obligations, purchase price adjustments, earn-out payments or similar obligations; (m) Debt in connection with overdue accounts payable which are being contested in good faith and for which adequate reserves have been established in accordance with GAAP; (n) Debt arising or incurred as a Subsidiary result of or from the adjudication or settlement of any two Subsidiarieslitigation or from any arbitration or mediation award or settlement, in any case involving any member of the Consolidated Group, provided that the judgment, award(s) and/or settlements to which such Debt relates would not constitute an Event of Default under Section 11(i); (o) Debt in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the ordinary course of business; and (jp) (i) Debt of any Person which becomes a Restricted Subsidiary after the Closing Date or is merged with or into or consolidated or amalgamated with any Restricted Subsidiary after the Closing Date and Debt expressly assumed in connection with the acquisition of an asset or assets from any other Person; provided that (A) such Debt existed at the time such Person became a Restricted Subsidiary or of such merger, consolidation, amalgamation or acquisition and was not created in anticipation thereof, (B) immediately after such Person becomes a Restricted Subsidiary or such merger, consolidation, amalgamation or acquisition, (x) no Default shall have occurred and be continuing and (y) the Reporting Entity shall be in compliance with Section 10.2 on a pro forma basis and (C) such Debt is not (a) Debt of Synergy Health plc or its Subsidiaries outstanding under the Existing Synergy Credit Agreement, (b) the Existing Synergy Notes, (c) Debt of Synergy Health plc or its Subsidiaries characterized as Capital Leases to the extent such Debt is in excess of $75,000,000 or (d) other Debt of Synergy Health plc or its Subsidiaries to the extent such Debt is in excess of $30,000,000; and (ii) any Acquisition Indebtednessextension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any such Debt from time to time (in whole or in part), provided that the outstanding principal amount of any such Debt may only be increased to the extent any such increase is permitted to be incurred under any other clause of this Section 10.1.

Subsidiary Indebtedness. CreateNo Subsidiary shall create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date date hereof and listed on Schedule 7.02 to the Disclosure Letter and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties Borrower or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extendedextended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (c) Guarantees of any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any other Subsidiary; (d) Indebtedness of any Subsidiary to the Borrower or any other Subsidiary; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract; , provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (df) Indebtedness with respect to surety, appeal, indemnity, performance or other similar bonds in the ordinary course of business or with respect to agreements providing for indemnification, adjustment of purchase price, earn-out payments, ▇▇▇▇▇▇▇ money or similar obligations; (g) Indebtedness arising from the honoring of a check, draft of similar instrument against insufficient funds or from the endorsement of instruments for collection in the ordinary course of business; (h) Indebtedness arising in connection with customary cash management services and from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds, in each case in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days after its incurrence; (i) customer deposits and advance payments received in the ordinary course of business from customers for goods or services; and (j) Indebtedness consisting of obligations under repurchase agreements with recourse solely against the investments described in clause (a) of the definition of Cash Equivalents; (k) Indebtedness of any Subsidiary Guarantor; (e) Guarantees of any Subsidiary in respect of Indebtedness otherwise permitted hereunder of any Subsidiary; (f) Indebtedness of any a Person that becomes a Subsidiary after the Closing Datedate of this Agreement; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the aggregate principal amount of all such Indebtedness permitted by this Section 7.02(f) at does not continue in connection with any one time outstanding shall not exceed the greater of $500,000,000 and 15% of the Net Worth of the Company;extension, renewal, refinancing or replacement thereof; and (gl) Capital Lease Obligations, Synthetic Lease Obligations or Receivables Facility Attributable Indebtedness in an aggregate principal amount which, when added to all other Capital Lease Obligations, Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness created, incurred or assumed under this clause (g), do not to exceed the greater of $500,000,000 and 15% of the Net Worth of the Company at any time, subject in the case of any such Indebtedness secured by a Lien, to the limitation set forth in Section 7.01(j); (h) additional secured or unsecured Indebtedness not otherwise permitted under this Section 7.02 Subsidiary in an aggregate principal amount at any time outstanding which, when added to, without duplication, the aggregate principal amount of Indebtedness and other obligations that are secured by a Lien permitted by Section 7.01(j) at such time, do which does not exceed the greater of $500,000,000 and 15% of the Net Worth of the Company; (i) intercompany loans made between $200.0 million and (ii) 5% of Consolidated Capitalization (determined as of the Company and a Subsidiary last day of the most recently ended fiscal quarter of the Borrower prior to the incurrence of Indebtedness pursuant to this Section 7.02(l) for which financial statements have been delivered pursuant to Section 6.01(a) or any two Subsidiaries; and (j) any Acquisition Indebtednessb), with such determination to remain in effect until the next such incurrence).

Subsidiary Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended; (c) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (d) Indebtedness of any Subsidiary GuarantorGuarantor or any Loan Party under and as defined in the WC Term Loan Credit Agreement; (e) Guarantees of any Subsidiary in respect of Indebtedness otherwise permitted hereunder of any Subsidiary; (f) Indebtedness of any Person that becomes a Subsidiary after the Closing Date; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the aggregate principal amount of all such Indebtedness permitted by this Section 7.02(f7.02(e) at any one time outstanding shall not exceed the greater of $500,000,000 750,000,000 and 15% of the Net Worth of the CompanyUltimate Parent; (g) Capital Lease Obligations, Synthetic Lease Obligations or Receivables Facility Attributable Indebtedness in an aggregate principal amount which, when added to all other Capital Lease Obligations, Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness created, incurred or assumed under this clause (gf), do not to exceed the greater of $500,000,000 750,000,000 and 15% of the Net Worth of the Company Ultimate Parent at any time, subject in the case of any such Indebtedness secured by a Lien, to the limitation set forth in Section 7.01(j); (h) additional secured or unsecured Indebtedness not otherwise permitted under this Section 7.02 in an aggregate principal amount at any time outstanding which, when added to, without duplication, the aggregate principal amount of Indebtedness and other obligations that are secured by a Lien permitted by Section 7.01(j) at such time, do not exceed the greater of $500,000,000 750,000,000 and 15% of the Net Worth of the CompanyUltimate Parent; (i) intercompany loans made (x) between the Company Intermediate Parent and a Subsidiary one or more Subsidiaries or (y) among any two Subsidiariesor more Subsidiaries (including, in each case, Indebtedness incurred as part of the Post-Closing Restructuring); and (j) any Acquisition Indebtedness.

Subsidiary Indebtedness. CreateThe Borrower shall not permit any Subsidiary, directly or indirectly, to create, incur, assume assume, or suffer permit to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding existing on the Closing Date date hereof and listed on Schedule 7.02 as Indebtedness of a Subsidiary, in an amount not to exceed the amount listed on Schedule 7.02, and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount renewals, extensions, and replacements of such Indebtedness is that do not increased increase the outstanding principal amount thereof at the time of such refinancing, refunding, renewal renewal, extension, or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and replacement; (iib) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect Indebtedness to the Loan Parties Borrower or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extendedother Subsidiary; (c) Indebtedness assumed in connection with the acquisition of an asset or Indebtedness of a Person, in either case, existing at the time such asset or Person is acquired by, or merged or consolidated with or into, any Subsidiary (and renewals, extensions, amendments, and modifications of such Indebtedness satisfying the requirements of clause (a) preceding), so long as (i) such Indebtedness was not incurred in contemplation of such acquisition, merger, or consolidation, (ii) no Event of Default or Default then exists or arises as a result thereof, and (iii) no other Subsidiary (other than the existing obligors at the time such Person or asset was acquired) shall have or incur any direct or indirect liability for such Indebtedness; (d) other unsecured Indebtedness of any Subsidiary not otherwise permitted by this Section 7.03, so long as no Default or Event of Default exists on the date any such Indebtedness is created, incurred, or assumed, or arises after giving effect to such incurrence of Indebtedness; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person Subsidiary for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such PersonSubsidiary, or changes in the value of securities issued by such PersonSubsidiary, and not for purposes of speculation or taking a “market view;,” and (ii) such Swap Contract does not contain a provision designating the “First Method” (as defined in the form of the Master Agreement) or any other provision directly or indirectly exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; party after the occurrence of an “Early Termination Date” (d) Indebtedness of any Subsidiary Guarantor; (e) Guarantees of any Subsidiary as defined in respect of Indebtedness otherwise permitted hereunder of any Subsidiary;such Swap Contract); and (f) Indebtedness in respect of any Person that becomes a Subsidiary after the Closing Date; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the aggregate principal amount of all such Indebtedness permitted by this Section 7.02(f) at any one time outstanding shall not exceed the greater of $500,000,000 and 15% of the Net Worth of the Company; (g) Capital capital leases, Synthetic Lease Obligations, Synthetic Lease Obligations and purchase money obligations for fixed or Receivables Facility Attributable Indebtedness in an aggregate principal amount whichcapital assets, when added to all other Capital Lease Obligations, Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness created, incurred or assumed under this clause (g), do not to exceed the greater of $500,000,000 and 15% of the Net Worth of the Company at so long as any time, subject in the case of any Liens securing such Indebtedness secured by a Lien, to satisfy the limitation set forth in requirements of Section 7.01(j); (h) additional secured or unsecured Indebtedness not otherwise permitted under this Section 7.02 in an aggregate principal amount at any time outstanding which, when added to, without duplication, the aggregate principal amount of Indebtedness and other obligations that are secured by a Lien permitted by Section 7.01(j) at such time, do not exceed the greater of $500,000,000 and 15% of the Net Worth of the Company; (i) intercompany loans made between the Company and a Subsidiary or any two Subsidiaries; and (j) any Acquisition Indebtedness7.

Subsidiary Indebtedness. Create(a) Except as permitted under paragraph (b) below, incur, assume each Company shall ensure that none of its Subsidiaries will incur or suffer allow to exist remain outstanding any Financial Indebtedness, except. (b) Paragraph (a) above does not apply to: (ai) any Financial Indebtedness arising under any of the Loan Finance Documents; (bii) any Financial Indebtedness outstanding owed by a member of the Group to any other member of the Group; (iii) any Financial Indebtedness of any Project Company or Joint Venture (but only to the extent such Financial Indebtedness meets the requirements set out in sub-paragraph (a)(ii)(A) or (a)(ii)(B) of Clause 28.10 (Project Companies) or the definition of Joint Venture in Clause 1.1 (Definitions), as the case may be); (iv) any Financial Indebtedness incurred pursuant to the WAIO Joint Venture Arrangements, provided that such Financial Indebtedness: (A) is incurred pursuant to the debentures issued pursuant to the WAIO Joint Venture Arrangements; (B) does not benefit in any material manner from any guarantee, bond, security (other than any security over the shares or other ownership interests in, or debts or other obligations of, a WAIO Company), indemnity or other commitment from another member of the Group (other than a WAIO Company) to assure the repayment of, or indemnify against loss in respect of non-payment of, such Financial Indebtedness; or (C) is incurred for the purpose of financing the establishment, acquisition, development, expansion or operation of assets which are subject to the WAIO Joint Venture Arrangements; (v) any Financial Indebtedness arising under any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price; (vi) any Financial Indebtedness of any Finance Company; (vii) any Financial Indebtedness of a member of the Target Group existing on the Closing Acquisition Date and listed on Schedule 7.02 (and any refinancingsreplacement or refinancing of that indebtedness in the same or any lower amount); (viii) any Financial Indebtedness of any person (other than any member of the Target Group) acquired by a member of the Group which is incurred under arrangements in existence at the date of acquisition, refundingsbut not incurred or increased or its maturity date extended in contemplation of, renewals or extensions thereofsince, that acquisition, and outstanding only for a period of six months following the date of acquisition; (ix) any Financial Indebtedness under finance or capital leases of vehicles, plant, equipment or computers; (x) if a New Holding Company is put in place in the manner contemplated in Clause 44.7 (New Holding Company), until the date on which the guarantee of PLC under Clause 24 (Guarantee and Indemnity by the Companies) ceases in accordance with Clause 44.7(b)(iv) (New Holding Company), any Financial Indebtedness of PLC existing on the date on which the New Holding Company is put in place (and in a maximum aggregate principal amount not exceeding the principal amount of that Financial Indebtedness on such date) or any guarantee given by PLC in respect of any Financial Indebtedness of the New Holding Company incurred after the date on which the New Holding Company is put in place and provided that, in each case, such Financial Indebtedness ranks no more senior than pari passu with the Financial Indebtedness of PLC under this Agreement; provided that and (xi) any Financial Indebtedness not falling within sub-paragraphs (i) to (x) above, the outstanding principal amount of such Indebtedness is which does not increased at the time of such refinancing, refunding, renewal or extension except by exceed an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended; (c) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (d) Indebtedness of any Subsidiary Guarantor; (e) Guarantees of any Subsidiary in respect of Indebtedness otherwise permitted hereunder of any Subsidiary; (f) Indebtedness of any Person that becomes a Subsidiary after the Closing Date; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the aggregate principal amount of all such Indebtedness permitted by this Section 7.02(f) at any one time outstanding shall not exceed the greater of $500,000,000 and 15% 10 per cent. of the Net Worth Gross Assets of the Company; (g) Capital Lease Obligations, Synthetic Lease Obligations or Receivables Facility Attributable Indebtedness in an aggregate principal amount which, when added to all other Capital Lease Obligations, Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness created, incurred or assumed under this clause (g), do not to exceed the greater of $500,000,000 and 15% of the Net Worth of the Company Group at any that time, subject in the case of any such Indebtedness secured by a Lien, to the limitation set forth in Section 7.01(j); (h) additional secured or unsecured Indebtedness not otherwise permitted under this Section 7.02 in an aggregate principal amount at any time outstanding which, when added to, without duplication, the aggregate principal amount of Indebtedness and other obligations that are secured by a Lien permitted by Section 7.01(j) at such time, do not exceed the greater of $500,000,000 and 15% of the Net Worth of the Company; (i) intercompany loans made between the Company and a Subsidiary or any two Subsidiaries; and (j) any Acquisition Indebtedness.

Subsidiary Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended; (c) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (d) Indebtedness of any Subsidiary GuarantorGuarantor or any Loan Party under and as defined in either of the Actavis Term Loan Agreement and the Actavis Revolving Credit Agreement; (e) Guarantees of any Subsidiary in respect of Indebtedness otherwise permitted hereunder of any Subsidiary; (f) Indebtedness of any Person that becomes a Subsidiary after the Closing Date; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the aggregate principal amount of all such Indebtedness permitted by this Section 7.02(f) at any one time outstanding shall not exceed the greater of $500,000,000 and 15% of the Net Worth of the CompanyParent; (g) Capital Lease Obligations, Synthetic Lease Obligations or Receivables Facility Attributable Indebtedness in an aggregate principal amount which, when added to all other Capital Lease Obligations, Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness created, incurred or assumed under this clause (g), do not to exceed the greater of $500,000,000 and 15% of the Net Worth of the Company Parent at any time, subject in the case of any such Indebtedness secured by a Lien, to the limitation set forth in Section 7.01(j); (h) additional secured or unsecured Indebtedness not otherwise permitted under this Section 7.02 in an aggregate principal amount at any time outstanding which, when added to, without duplication, the aggregate principal amount of Indebtedness and other obligations that are secured by a Lien permitted by Section 7.01(j) at such time, do not exceed the greater of $500,000,000 and 15% of the Net Worth of the Company;Parent; and (i) intercompany loans made (x) between the Company Parent and a Subsidiary one or more Subsidiaries or (y) among any two Subsidiaries; and or more Subsidiaries (j) any Acquisition Indebtednessincluding, in each case, Indebtedness incurred as part of the Post-Closing Restructuring).

Subsidiary Indebtedness. CreatePermit any Subsidiary to create, incur, assume or suffer to exist any Indebtedness, except: (a) obligations (contingent or otherwise) existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates, foreign exchange rates or commodity prices, and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (b) Indebtedness of a Subsidiary of the Company owed to the Company or a wholly-owned Subsidiary of the Company, which Indebtedness shall (i) in the case of Indebtedness of a Guarantor owing to a Subsidiary that is not a Guarantor, be on terms (including subordination terms) reasonably acceptable to the Administrative Agent and (ii) be otherwise permitted under the provisions of Section 7.03; (c) Indebtedness under the Loan Documents; (bd) Indebtedness outstanding on the Closing Date date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and provided, further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended; (c) obligations (contingent extended and the interest rate applicable to any such refinancing, refunding, renewing or otherwise) of any Subsidiary existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract extending Indebtedness does not contain any provision exonerating exceed the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (d) Indebtedness of any Subsidiary Guarantorthen applicable market interest rate; (e) Guarantees of by any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Company or any wholly-owned Subsidiary; (f) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); (g) Indebtedness of any Person that becomes a Subsidiary of the Company after the Closing Date; provided that (i) such Date in accordance with the terms of Section 7.03(g), which Indebtedness exists is existing at the time such Person becomes a Subsidiary and is not created of the Company (other than Indebtedness incurred solely in contemplation of or in connection with such Person Person’s becoming a Subsidiary of the Company); provided that the direct or any contingent obligor with respect to such Indebtedness are not changed when such Person becomes a Subsidiary of the Company; (h) unsecured Indebtedness of any Guarantor in an aggregate principal amount not to exceed at any one time outstanding an amount such that after giving effect to such incurrence, the Company and its Subsidiaries shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10 (determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b)); (i) Indebtedness of Subsidiaries that are not Guarantors in an aggregate principal amount not to exceed the difference between (i) the greater of (A) $250,000,000 and (B) 5.0% of Consolidated Net Tangible Assets (as determined based on the most recent financial statements delivered pursuant to Section 6.01) minus (ii) the aggregate principal amount of all outstanding Indebtedness that is secured by Liens permitted under Section 7.01(x). (j) Indebtedness consisting of obligations of any Subsidiary under deferred compensation or other similar arrangements incurred by such Indebtedness permitted by this Section 7.02(f) at Person in connection with any one time outstanding shall not exceed the greater of $500,000,000 and 15% of the Net Worth of the CompanyPermitted Acquisition; (gk) Capital Lease ObligationsIndebtedness consisting of cash-pay obligations to holders of preferred equity, Synthetic Lease Obligations or Receivables Facility Attributable Indebtedness in an aggregate principal amount which, when added to all other Capital Lease Obligations, Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness created, incurred or assumed under this clause (g), do not to exceed the greater of $500,000,000 and 15% of the Net Worth of the Company at any time, subject in the case of any such Indebtedness secured by a Lien, to the limitation set forth in Section 7.01(j)1,000,000 per fiscal year; (hl) additional secured or unsecured Indebtedness not otherwise permitted under this Section 7.02 in an aggregate principal amount at any time outstanding which, when added to, without duplication, the aggregate principal amount of Indebtedness and other obligations that are secured incurred by a Lien permitted by Section 7.01(jSecuritization Subsidiary in a Qualified Securitization Financing that is not recourse (except for Standard Securitization Undertakings) at such time, do not exceed to the greater Company or any of $500,000,000 and 15% of the Net Worth of the Companyits Subsidiaries; (im) intercompany loans made between Indebtedness representing deferred compensation to employees of any Subsidiary; (n) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts incurred in the Company and a ordinary course of business; (o) 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; (p) Indebtedness incurred by any Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or any two Subsidiariesother 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 upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; and (jq) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by any Acquisition IndebtednessSubsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice.

Subsidiary Indebtedness. CreatePermit any Subsidiary to create, incur, assume assume, or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; all reimbursement obligations (bdirect or contingent) Indebtedness outstanding relating to letters of credit described in Section 7.01(j)(iii), including without limitation, those existing on the Closing Date and listed on Part A of Schedule 7.02 and any refinancings, refundings, renewals renewals, or extensions thereof; (b) Indebtedness of each Subsidiary existing on the Closing Date (other than Indebtedness described in clause (a)) and listed on Part B of Schedule 7.02 and any refinancings, refundings, renewals, or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of after giving effect to any such refinancing, refunding, renewal renewal, or extension except by an amount equal to a reasonable premium extension, the aggregate increased Indebtedness under this clause (b) incurred on or other reasonable amount paidafter the Closing Date, and fees and expenses reasonably incurredwhen aggregated, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder Indebtedness outstanding under Section 7.02(f), shall not exceed $25,000,000, and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) ), and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing renewing, or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties such Subsidiary or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed renewed, or extended; (c) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract; , provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “"market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;" (d) Indebtedness of any Subsidiary Guarantor; (e) Guarantees of any Subsidiary in respect of Indebtedness otherwise permitted hereunder of any Subsidiary; (f) Indebtedness of any Person capital leases, Synthetic Lease Obligations, and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that becomes a Subsidiary after the Closing Date; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the aggregate principal amount of all such Indebtedness permitted by this Section 7.02(f) at any one time outstanding shall not exceed the greater of $500,000,000 and 15% of the Net Worth of the Company25,000,000; (ge) Capital Lease ObligationsAcquired Debt and any refinancings, Synthetic Lease Obligations refundings, renewals, or Receivables Facility Attributable extensions thereof, so long as the principal amount of such Indebtedness shall not exceed the principal amount of such Indebtedness immediately prior to giving effect to any such renewal, extension, amendment, modification, or refinancing; and (f) additional Indebtedness in an aggregate principal amount which, when added to all other Capital Lease Obligations, Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness created, incurred or assumed under this clause (g), do not to exceed exceed, on any date of determination, $25,000,000 less the greater of $500,000,000 and 15% of aggregate increase in Indebtedness incurred on or after the Net Worth of the Company at any time, subject in the case of any such Indebtedness secured by a Lien, to the limitation set forth in Section 7.01(j); (h) additional secured or unsecured Indebtedness not otherwise Closing Date which is permitted under this Section 7.02 in an aggregate principal amount at any time 7.02(b) and is outstanding which, when added to, without duplication, the aggregate principal amount of Indebtedness and other obligations that are secured by a Lien permitted by Section 7.01(j) at on such time, do not exceed the greater of $500,000,000 and 15% of the Net Worth of the Company; (i) intercompany loans made between the Company and a Subsidiary or any two Subsidiaries; and (j) any Acquisition Indebtednessdate.

Subsidiary Indebtedness. CreatePermit any Subsidiary to create, incur, assume or suffer to exist any Indebtedness, exceptexcept any one or more of the following types of Indebtedness: (a) (i) the Obligations and any other Indebtedness created under the Loan Documents, (ii) the obligations and any other Indebtedness under the Term Loan Facility, and (iii) the obligations and any other Indebtedness under the New Bond Indenture; (b) Indebtedness outstanding existing on the Closing Effective Date and listed set forth on Schedule 7.02 and 6.01 (including any extensions, renewals, refinancings, amendments, supplements, refundings, renewals modifications or extensions thereof; provided that (i) the amount replacements of such Indebtedness is not increased at (or, in the time case of guarantees set forth on such Schedule, guarantees in respect of any extension, renewal, refinancing, amendment, supplement, refunding, renewal modification or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) replacement of the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if anyguaranteed indebtedness), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or extent that the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extendedprincipal amount thereof shall not be increased); (c) obligations (contingent or otherwise) Indebtedness in respect of any Subsidiary existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Personcapital and operating leases, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the nonPermitted Sale-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyLeaseback Transactions; (d) purchase money Indebtedness in connection with the acquisition of any Subsidiary Guarantorfixed or capital assets; (e) Indebtedness to the Company or any Subsidiary, and Guarantees of by any Subsidiary in respect of Indebtedness otherwise permitted hereunder of any Subsidiary;another Subsidiary or the Company to the extent that such Indebtedness is not prohibited hereby; and (f) other Indebtedness, provided that, immediately after giving effect thereto, the aggregate sum of all Indebtedness of any Person that becomes a Subsidiary after the Closing Date; provided that (without duplication) under this Section 6.01(f) (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the aggregate principal amount of all such Indebtedness permitted by this Section 7.02(f) at any one time outstanding shall would not exceed the greater of (x) $500,000,000 and 15(y) 15.0% of the Net Worth as determined at the time of, and immediately after giving effect to, the incurrence of such Indebtedness and (ii) subject to the Company; (g) Capital Lease Obligations, Synthetic Lease Obligations or Receivables Facility Attributable Indebtedness in an aggregate principal amount which, when added to all other Capital Lease Obligations, Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness created, incurred or assumed under this preceding clause (gi), do not to exceed the greater of $500,000,000 and 15% of the Net Worth of the Company at any time, subject in the case of any such Indebtedness secured by a Lien, to the limitation set forth in Section 7.01(j); (h) additional extent secured or unsecured Indebtedness not otherwise by Liens, would be permitted under this Section 7.02 in an aggregate principal amount at any time outstanding which6.02(l), when added to(m), without duplication(o), the aggregate principal amount of Indebtedness and other obligations that are secured by a Lien permitted by Section 7.01(j(p) at such time, do not exceed the greater of $500,000,000 and 15% of the Net Worth of the Company; and/or (i) intercompany loans made between the Company and a Subsidiary or any two Subsidiaries; and (j) any Acquisition Indebtednessr).

Subsidiary Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the Closing Date and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended; (c) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (d) Indebtedness of any Subsidiary GuarantorGuarantor or any Loan Party under and as defined in either of the Actavis Term Loan Agreement or the Actavis Revolving Credit Agreement; (e) Guarantees of any Subsidiary in respect of Indebtedness otherwise permitted hereunder of any Subsidiary; (f) Indebtedness of any Person that becomes a Subsidiary after the Closing Date; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the aggregate principal amount of all such Indebtedness permitted by this Section 7.02(f) at any one time outstanding shall not exceed the greater of $500,000,000 750,000,000 and 15% of the Net Worth of the CompanyUltimate Parent; (g) Capital Lease Obligations, Synthetic Lease Obligations or Receivables Facility Attributable Indebtedness in an aggregate principal amount which, when added to all other Capital Lease Obligations, Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness created, incurred or assumed under this clause (g), do not to exceed the greater of $500,000,000 750,000,000 and 15% of the Net Worth of the Company Ultimate Parent at any time, subject in the case of any such Indebtedness secured by a Lien, to the limitation set forth in Section 7.01(j); (h) additional secured or unsecured Indebtedness not otherwise permitted under this Section 7.02 in an aggregate principal amount at any time outstanding which, when added to, without duplication, the aggregate principal amount of Indebtedness and other obligations that are secured by a Lien permitted by Section 7.01(j) at such time, do not exceed the greater of $500,000,000 750,000,000 and 15% of the Net Worth of the CompanyUltimate Parent; (i) intercompany loans made (x) between the Company Ultimate Parent and a Subsidiary one or more Subsidiaries or (y) among any two Subsidiariesor more Subsidiaries (including, in each case, Indebtedness incurred as part of the Post-Closing Restructuring); and (j) any Acquisition Indebtedness.

Subsidiary Indebtedness. Create, incur, assume The Reporting Entity will not permit any member of the Consolidated Group that is not the Company or suffer a Guarantor to exist incur Debt of any Indebtedness, except:kind; provided that this Section 10.1 shall not apply to any of the following (without duplication): (a) Indebtedness Debt incurred under the Loan Documentsthis Agreement, any Notes and any Affiliate Guaranty; (b) Indebtedness outstanding on Debt of any member of the Closing Date and listed on Schedule 7.02 and Consolidated Group to any refinancings, refundings, renewals or extensions thereofmember of the Consolidated Group; provided that (i) the amount of such Indebtedness is Debt shall not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal have been transferred to any existing commitments unutilized thereunder and other Person (ii) other than to any member of the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if anyConsolidated Group), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended; (c) Debt outstanding on the date of the Initial Closing andAmendment Effective Date and, to the extent in respect of obligations in excess of $25,000,000, set forth on Schedule 5.15 (contingent it being understood that any Debt in excess of $25,000,000 outstanding on the Amendment Effective Date that is otherwise permitted under another clause of Section 10.1 need not be set forth on Schedule 5.15 in order to be so permitted under such other clause), and any extension, renewal, refinancing, refunding, replacement or otherwiserestructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any Subsidiary existing such Debt from time to time (in whole or arising in part), provided that the outstanding principal amount of any such Debt may only be increased (x) to the extent of any accrued interest on such Debt or (y) to the extent any such increase is permitted to be incurred under any Swap Contract; provided that other clause of this Section 10.1; (i) such obligations are (Debt of any member of the Consolidated Group incurred to finance the acquisition, construction or were) entered into by such Person for the purpose improvement of directly mitigating risks associated with liabilities, commitments, investments, any fixed or capital assets, including Capital Leases or property held finance leases and any Debt assumed in connection with the acquisition of any such assets (provided that such Debt is incurred or reasonably anticipated by assumed prior to or within 90 days after such Personacquisition or the completion of such construction or improvement and the principal amount of such Debt does not exceed the cost of acquiring, constructing or changes in the value of securities issued by improving such Person, and not for purposes of speculation fixed or taking a “market view;” capital assets) and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; extension, renewal, refinancing, refunding, replacement or restructuring (dor successive extensions, renewals, refinancings, refundings, replacements or restructurings) Indebtedness of any Subsidiary Guarantorsuch Debt from time to time (in whole or in part), provided that the aggregate principal amount of Debt permitted by this Section 10.1(d) shall not exceed $100,000,000 at any time outstanding; (e) Guarantees of any Subsidiary in respect of Indebtedness otherwise permitted hereunder of any SubsidiaryDebt under or related to Hedge Agreements entered into for non-speculative purposes; (f) Indebtedness letters of any Person that becomes a Subsidiary after credit, bank guarantees, warehouse receipts or similar instruments issued to support performance obligations and trade letters of credit (other than obligations in respect of other Debt) in the Closing Date; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation ordinary course of or in connection with such Person becoming a Subsidiary and (ii) the aggregate principal amount of all such Indebtedness permitted by this Section 7.02(f) at any one time outstanding shall not exceed the greater of $500,000,000 and 15% of the Net Worth of the Companybusiness; (g) Capital Lease Obligations, Synthetic Lease Obligations or Debt of Receivables Facility Attributable Indebtedness Subsidiaries in an aggregate principal amount which, when added to all other Capital Lease Obligations, Synthetic Lease Obligations and respect of Permitted Receivables Facility Attributable Indebtedness created, incurred or assumed under this clause (g), do not to exceed the greater of $500,000,000 and 15% of the Net Worth of the Company at any time, subject in the case of any such Indebtedness secured by a Lien, to the limitation set forth in Section 7.01(j); (h) additional secured or unsecured Indebtedness not otherwise permitted under this Section 7.02 Facilities in an aggregate principal amount at any time outstanding whichnot to exceed $250,000,000; (i) any other Debt (not otherwise permitted under this Agreement), when added toand (ii) any extension, without duplicationrenewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of Debt outstanding under this Section 10.1(h), provided that, the aggregate principal amount of Indebtedness and other obligations Priority Debt at the time such Debt is incurred shall not exceed 10% of Consolidated Total Assets (except that are secured by a Lien refinancing Debt incurred in reliance on clause (ii) of this Section 10.1(h) will in any event be permitted by (but will utilize basket capacity under this Section 7.01(j10.1(h)) at so long as the principal amount of such time, do Debt does not exceed the greater of $500,000,000 and 15% principal amount of the Net Worth of the CompanyDebt extended, renewed, refinanced, refunded, replaced or restructured plus any accrued interest on such Debt);; (i) intercompany loans made between Debt owed to any officers or employees of any member of the Company Consolidated Group; provided that the aggregate principal amount of all such Debt shall not exceed $10,000,000 at any time outstanding; (j) guarantees of any Debt permitted pursuant to this Section 10.1; (k) Debt in respect of bid, performance, surety bonds or completion bonds issued for the account of any member of the Consolidated Group in the ordinary course of business, including guarantees or obligations of any member of the Consolidated Group with respect to letters of credit supporting such bid, performance, surety or completion obligations; (l) Debt incurred or arising from or as a result of agreements providing for indemnification, deferred payment obligations, purchase price adjustments, earn-out payments or similar obligations; (m) Debt in connection with overdue accounts payable which are being contested in good faith and for which adequate reserves have been established in accordance with GAAP; (n) Debt arising or incurred as a Subsidiary result of or from the adjudication or settlement of any two Subsidiarieslitigation or from any arbitration or mediation award or settlement, in any case involving any member of the Consolidated Group, provided that the judgment, award(s) and/or settlements to which such Debt relates would not constitute an Event of Default under Section 11(i); (o) Debt in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the ordinary course of business; and (ji) Debt of any Person which becomes a Restricted Subsidiary after the date of the Initial Closing or is merged with or into or consolidated or amalgamated with any Restricted Subsidiary after the date of the Initial Closing and Debt expressly assumed in connection with the acquisition of an asset or assets from any other Person;; provided that (A) such Debt existed at the time such Person became a Restricted Subsidiary or of such merger, consolidation, amalgamation or acquisition and was not created in anticipation thereof and (B) immediately after such Person becomes a Restricted Subsidiary or such merger, consolidation, amalgamation or acquisition, (x) no Default shall have occurred and be continuing and (y) the Reporting Entity shall be in compliance with Section 10.2 on a pro forma basis;; and (ii) any Acquisition Indebtednessextension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any such Debt from time to time (in whole or in part), provided that the outstanding principal amount of any such Debt may only be increased (x) to the extent of any accrued interest on such Debt or (y) to the extent any such increase is permitted to be incurred under any other clause of this Section 10.1.

Subsidiary Indebtedness. Create, incur, assume Permit any member of the Consolidated Group that is not a Borrower or suffer a Guarantor to exist incur Debt of any Indebtedness, except:kind; provided that this Section shall not apply to any of the following (without duplication): (ai) Indebtedness Debt incurred under the Loan Documents; (bii) Indebtedness Debt of any member of the Consolidated Group to any member of the Consolidated Group; provided that such Debt shall not have been transferred to any other Person (other than to any member of the Consolidated Group); (iii) Debt outstanding on the Closing Effective Date and listed set forth on Schedule 7.02 5.02(e) and any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, renewals replacements or extensions thereofrestructurings) of any such Debt from time to time (in whole or in part); provided that the outstanding principal amount of any such Debt may only be increased to the extent any such increase is permitted to be incurred under any other clause of this Section 5.02(e); (iv) (i) Debt of any member of the Consolidated Group incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including capital leases and any Debt assumed in connection with the acquisition of any such assets (provided that such Debt is incurred or assumed prior to or within 90 days after such acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness is Debt does not increased at exceed the time cost of acquiring, constructing or improving such fixed or capital assets) and (ii) any extension, renewal, refinancing, refunding, renewal replacement or extension except by an amount equal to a reasonable premium restructuring (or other reasonable amount paidsuccessive extensions, and fees and expenses reasonably incurredrenewals, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (iirefinancings, refundings, replacements or restructurings) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing Debt from time to time (in whole or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended; (c) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contractpart); provided that (i) such obligations are (or were) entered into by such Person for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (d) Indebtedness of any Subsidiary Guarantor; (e) Guarantees of any Subsidiary in respect of Indebtedness otherwise permitted hereunder of any Subsidiary; (f) Indebtedness of any Person that becomes a Subsidiary after the Closing Date; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the aggregate principal amount of all such Indebtedness Debt permitted by this Section 7.02(fclause (iv) at any one time outstanding shall not exceed the greater of $500,000,000 and 15% of the Net Worth of the Company75,000,000; (gv) Capital Lease Obligations, Synthetic Lease Obligations Debt under or Receivables Facility Attributable Indebtedness in an aggregate principal amount which, when added related to all other Capital Lease Obligations, Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness created, incurred or assumed under this clause (g), do not to exceed the greater of $500,000,000 and 15% of the Net Worth of the Company at any time, subject in the case of any such Indebtedness secured by a Lien, to the limitation set forth in Section 7.01(j)Hedge Agreements entered into for non-speculative purposes; (hvi) additional secured letters of credit, bank guarantees, warehouse receipts or unsecured Indebtedness not otherwise permitted under this Section 7.02 similar instruments issued to support performance obligations and trade letters of credit (other than obligations in respect of other Debt) in the ordinary course of business; (vii) Debt of Receivables Subsidiaries in respect of Permitted Receivables Facilities in an aggregate principal amount at any time outstanding whichnot to exceed $250,000,000; (viii) (i) any other Debt (not otherwise permitted under this Agreement), when added toand (ii) any extension, without duplicationrenewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of Debt outstanding under this clause (viii), provided that, the aggregate principal amount of Indebtedness (1) all Debt incurred under this clause (viii) and (2) without duplication, all Debt and other obligations that are secured by a Lien Liens incurred under Section 5.02(a)(xi) shall not exceed 8.5% of Consolidated Total Assets at the time such Debt is incurred (except that refinancing Debt incurred in reliance on clause (ii) of this Section 5.02(e)(viii) will in any event be permitted by Section 7.01(j(but will utilize basket capacity under this clause (viii)) at so long as the principal amount of such time, do Debt does not exceed the greater of $500,000,000 and 15% principal amount of the Net Worth of the CompanyDebt refinanced); (iix) intercompany loans made between Debt owed to any officers or employees of any member of the Company Consolidated Group; provided that the aggregate principal amount of all such Debt shall not exceed $10,000,000 at any time outstanding; (x) guarantees of any Debt permitted pursuant to this Section 5.02(e); (xi) Debt in respect of bid, performance, surety bonds or completion bonds issued for the account of any member of the Consolidated Group in the ordinary course of business, including guarantees or obligations of any member of the Consolidated Group with respect to letters of credit supporting such bid, performance, surety or completion obligations; (xii) Debt incurred or arising from or as a result of agreements providing for indemnification, deferred payment obligations, purchase price adjustments, earn-out payments or similar obligations; (xiii) Debt in connection with overdue accounts payable, which are being contested in good faith and for which adequate reserves have been established in accordance with GAAP; (xiv) Debt arising or incurred as a Subsidiary result of or from the adjudication or settlement of any two Subsidiarieslitigation or from any arbitration or mediation award or settlement, in any case involving any member of the Consolidated Group; provided that the judgment, award(s) and/or settlements to which such Debt relates would not constitute an Event of Default under Section 6.01(f); (xv) Debt in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the ordinary course of business; and (jxvi) (i) Debt of any Person which becomes a Subsidiary after the Effective Date or is merged with or into or consolidated or amalgamated with any member of the Consolidated Group after the Effective Date and Debt expressly assumed in connection with the acquisition of an asset or assets from any other Person; provided that (A) such Debt existed at the time such Person became a Subsidiary or of such merger, consolidation, amalgamation or acquisition and was not created in anticipation thereof, (B) immediately after such Person becomes a Subsidiary or such merger, consolidation, amalgamation or acquisition, (x) no Default shall have occurred and be continuing and (y) the Reporting Entity shall be in compliance with Section 5.03 on a pro forma basis and (C) such Debt is not (a) Debt of Synergy or its Subsidiaries outstanding under the Existing Synergy Credit Agreement, (b) the Existing Synergy Notes, (c) Debt of Synergy or its Subsidiaries characterized as capital leases to the extent such Debt is in excess of $75,000,000 or (d) other Debt of Synergy or its Subsidiaries to the extent such Debt is in excess of $30,000,000; and (ii) any Acquisition Indebtednessextension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any such Debt from time to time (in whole or in part), provided that the outstanding principal amount of any such Debt may only be increased to the extent any such increase is permitted to be incurred under any other clause of this Section 5.02(e).

Subsidiary Indebtedness. CreateThe Borrower shall not permit any Subsidiary, directly or indirectly, to create, incur, assume assume, or suffer permit to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding existing on the Closing Date date hereof and listed on Schedule 7.02 as Indebtedness of a Subsidiary, in an amount not to exceed the amount listed on Schedule 7.02, and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount renewals, extensions, and replacements of such Indebtedness is that do not increased increase the outstanding principal amount thereof at the time of such refinancing, refunding, renewal renewal, extension, or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and replacement; (iib) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect Indebtedness to the Loan Parties Borrower or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extendedother Subsidiary; (c) Indebtedness assumed in connection with the acquisition of an asset or Indebtedness of a Person, in either case, existing at the time such asset or Person is acquired by, or merged or consolidated with or into, any Subsidiary (and renewals, extensions, amendments, and modifications of such Indebtedness satisfying the requirements of clause (a) preceding), so long as (i) such Indebtedness was not incurred in contemplation of such acquisition, merger, or consolidation, (ii) no Event of Default or Default then exists or arises as a result thereof, and (iii) no other Subsidiary (other than the existing obligors at the time such Person or asset was acquired) shall have or incur any direct or indirect liability for such Indebtedness; and (d) other unsecured Indebtedness of any Subsidiary not otherwise permitted by this Section 7.03, so long as no Default or Event of Default exists on the date any such Indebtedness is created, incurred, or assumed, or arises after giving effect to such incurrence of Indebtedness; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person Subsidiary for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such PersonSubsidiary, or changes in the value of securities issued by such PersonSubsidiary, and not for purposes of speculation or taking a “"market view;” ," and (ii) such Swap Contract does not contain a provision designating the "First Method" (as defined in the form of the Master Agreement) or any other provision directly or indirectly exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; party after the occurrence of an "Early Termination Date" (d) Indebtedness of any Subsidiary Guarantor; (e) Guarantees of any Subsidiary as defined in respect of Indebtedness otherwise permitted hereunder of any Subsidiary;such Swap Contract); and (f) Indebtedness in respect of any Person that becomes a Subsidiary after the Closing Date; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the aggregate principal amount of all such Indebtedness permitted by this Section 7.02(f) at any one time outstanding shall not exceed the greater of $500,000,000 and 15% of the Net Worth of the Company; (g) Capital capital leases, Synthetic Lease Obligations, Synthetic Lease Obligations and purchase money obligations for fixed or Receivables Facility Attributable Indebtedness in an aggregate principal amount whichcapital assets, when added to all other Capital Lease Obligations, Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness created, incurred or assumed under this clause (g), do not to exceed the greater of $500,000,000 and 15% of the Net Worth of the Company at so long as any time, subject in the case of any Liens securing such Indebtedness secured by a Lien, to satisfy the limitation set forth in requirements of Section 7.01(j); (h) additional secured or unsecured Indebtedness not otherwise permitted under this Section 7.02 in an aggregate principal amount at any time outstanding which, when added to, without duplication, the aggregate principal amount of Indebtedness and other obligations that are secured by a Lien permitted by Section 7.01(j) at such time, do not exceed the greater of $500,000,000 and 15% of the Net Worth of the Company; (i) intercompany loans made between the Company and a Subsidiary or any two Subsidiaries; and (j) any Acquisition Indebtedness7.

Subsidiary Indebtedness. CreateThe Company will not permit any Subsidiary (other than a Subsidiary Guarantor) to create, incur, assume incur or suffer to exist any Indebtedness, exceptother than: (a) Indebtedness under existing on the Loan Documentsdate of this Agreement and described on Schedule 7.01; (b) Indebtedness outstanding on secured by Liens permitted pursuant to the Closing Date and listed on Schedule 7.02 and terms of Section 7.02(a)(iii); (c) Indebtedness of such Subsidiary owing to the Company or any refinancingsother Subsidiary; (d) [Reserved]; (e) Indebtedness arising from the renewal or extension of any Indebtedness described in clauses (a), refundings(b), renewals (f) or extensions thereof; (o), provided that (i) the amount of such Indebtedness is not increased at and any Liens securing such Indebtedness attached only to the time of assets previously serving as collateral for such refinancing, refunding, Indebtedness prior to such renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended; (c) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (d) Indebtedness of any Subsidiary Guarantor; (e) Guarantees of any Subsidiary in respect of Indebtedness otherwise permitted hereunder of any Subsidiaryextension; (f) Indebtedness of any Person owing by such Subsidiary that becomes a Subsidiary after the Closing Date; provided that (i) such Indebtedness exists was in existence at the time such Person becomes first became a Subsidiary and is Subsidiary, or at the time such Person was merged into or consolidated with a Subsidiary, which Indebtedness was not created or incurred in contemplation of such event, provided that such Indebtedness is at the time permitted pursuant to the terms of Section 7.02 (in the case of any Indebtedness secured by any Liens on assets of such Subsidiary); (g) Indebtedness resulting from Surety Indemnification Obligations of such Subsidiary; (h) Indebtedness, if any, which may be deemed to exist with respect to Swap Agreements; (i) Indebtedness, if any, that may exist in respect of deposits or payments made by customers or clients of such Subsidiaries; (j) Indebtedness owed in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with such Person becoming any automated clearing−house transfers of funds or in respect of letters of credit or bankers’ acceptances supporting trade payables; (k) to the extent constituting Indebtedness, contingent liabilities in respect of any indemnification, adjustment of purchase price, non-compete, consulting, deferred compensation and similar obligations; (l) Indebtedness representing deferred compensation to directors, officers, employees, members of management, managers and consultants of a Subsidiary incurred in the ordinary course of business; (m) Guarantees by Subsidiaries in respect of Indebtedness permitted to be incurred pursuant to this Section 7.01; (n) Indebtedness incurred to finance workers’ compensation, health, disability or life insurance or which finances other employee benefits or property, casualty or liability insurance, or self-insurance, in each case, in the ordinary course of business; (o) Indebtedness of the Foreign Subsidiary Borrowers that are not Subsidiary Guarantors to the extent such Indebtedness is incurred under this Agreement; (p) other Indebtedness of such Subsidiaries not described in clauses (a) through (o) or (q) incurred or created following the Closing Date so long as on the date of such incurrence or creation the sum of (A) the aggregate principal amount of such Indebtedness and (iiB) the aggregate principal amount of all Indebtedness incurred under clauses (a), (e) (in the case of renewals or extension of Indebtedness described in clauses (a) or (p)), and (p) and outstanding on such Indebtedness permitted by this Section 7.02(f) at any one time outstanding shall date, does not exceed the greater of (i) $500,000,000 300,000,000 and 15% (ii) an amount equal to thirty-five percent (35%) of EBITDA as at the Net Worth end of the Company; (g) Capital Lease Obligations’s most recently ended four Fiscal Quarter period for which financial statements have been made available, Synthetic Lease Obligations or Receivables Facility Attributable Indebtedness in an aggregate principal amount which, when added are required to all other Capital Lease Obligations, Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness created, incurred or assumed under this clause (g), do not to exceed the greater of $500,000,000 and 15% of the Net Worth of the Company at any time, subject in the case of any such Indebtedness secured by a Lienhave been made available, to the limitation set forth in Section 7.01(j); (h) additional secured or unsecured Indebtedness not otherwise permitted under this Section 7.02 in an aggregate principal amount at any time outstanding which, when added to, without duplication, the aggregate principal amount of Indebtedness and other obligations that are secured by a Lien permitted by Section 7.01(j) at Administrative Agent prior to such time, do not exceed the greater of $500,000,000 and 15% of the Net Worth of the Company; (i) intercompany loans made between the Company and a Subsidiary or any two Subsidiariesdate; and (jq) any Acquisition Indebtednessall premiums (if any), interest, fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (p).