Common use of Limitations on Financial Indebtedness Clause in Contracts

Limitations on Financial Indebtedness. Not create, incur, assume or suffer to exist any Financial Indebtedness except: (a) the Obligations (excluding any Hedging Obligations permitted pursuant to Clause 22.1(c)); (b) Financial Indebtedness incurred in connection with the Interest Rate Cap Agreement; (c) Financial Indebtedness incurred in connection with a Hedging Agreement required pursuant to Clause 21.11 (Hedging Agreements); (d) Financial Indebtedness existing on the date of this Agreement and not otherwise permitted under this Clause and set out in Schedule 14 (Financial Indebtedness and Guarantee Obligations); (e) Guarantee Obligations in favour of the COFACE Agent for the benefit of the COFACE Agent and the Finance Parties; (f) unsecured: (i) Subordinated Indebtedness owed by any Obligor to another Obligor; (ii) Subordinated Indebtedness owed by any Obligor to a Foreign Subsidiary; (iii) Financial Indebtedness owed by a Foreign Subsidiary to any Obligor; provided that the aggregate amount of such Financial Indebtedness outstanding at any time pursuant to this paragraph (iii) shall not exceed the Foreign Investment Limitation (calculated without regard to paragraph (b) of the definition of Foreign Investment Limitation and excluding the Existing Canadian Note) as of any date of determination; (iv) Financial Indebtedness owed by a Foreign Subsidiary to another Foreign Subsidiary; and (v) Guarantee Obligations by the Borrower on behalf of any Obligor or Foreign Subsidiary not to exceed one million Dollars (US$1,000,000) in aggregate; (g) Financial Indebtedness pursuant to the following paragraphs (i) to (v) (and any extension, renewal, replacement or refinancing thereof, but not to increase the aggregate principal amount), provided that at the time such Financial Indebtedness is incurred, the COFACE Agent and the Lenders shall have received from the Borrower a Compliance Certificate in form and substance satisfactory to the COFACE Agent (including an Adjusted Consolidated EBITDA Reconciliation for the fiscal period covered by such Compliance Certificate), demonstrating that, after giving effect to the incurrence of any such Financial Indebtedness, the Borrower will be in pro forma compliance with the financial covenants set forth in Clause 20 (Financial Covenants) applicable at such time: (i) Financial Indebtedness of the Borrower and its Subsidiaries incurred in connection with Capital Leases and/or purchase money Financial Indebtedness of the Borrower and its Subsidiaries in an aggregate amount not to exceed twenty five million Dollars (US$25,000,000) on any date of determination; (ii) Financial Indebtedness of a person existing at the time such person became a Subsidiary or assets were acquired from such person not exceeding ten million Dollars (US$10,000,000), to the extent such Financial Indebtedness was not incurred in connection with or in contemplation of, such person becoming a Subsidiary or the acquisition of such assets, which transactions in aggregate since the date of this Agreement do not exceed at any time twenty five million Dollars (US$25,000,000); (iii) Guarantee Obligations with respect to Financial Indebtedness permitted pursuant to paragraph (g) of this Clause; (iv) Financial Indebtedness of Foreign Subsidiaries, not to exceed in the aggregate at any time outstanding two million Dollars (US$2,000,000); and (v) Subordinated Indebtedness not otherwise permitted pursuant to this Clause in an aggregate amount outstanding not to exceed two hundred million Dollars (US$200,000,000) at any time, provided that, no Event of Default has occurred and is continuing and subject to the prior agreement of an Acceptable Intercreditor Agreement; (h) Financial Indebtedness incurred in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance, surety and similar bonds and completion guarantees provided by the Borrower or one of its Subsidiaries in the ordinary course of trading, not to exceed in the aggregate at any time outstanding ten million Dollars (US$10,000,000); (i) Financial Indebtedness arising from the honouring by a bank or other financial institution of a cheque, draft or similar instrument in the ordinary course of trading inadvertently drawn against insufficient funds, provided however, that such Financial Indebtedness is extinguished within five (5) Business Days and does not exceed in the aggregate at any time outstanding ten million Dollars (US$10,000,000); (j) Financial Indebtedness arising from any agreement by the Borrower or any of its Subsidiaries providing for indemnities, guarantees, purchase price adjustments, holdbacks, contingency payment obligations based on the performances of the acquired or disposed assets or similar obligations incurred by any person in connection with the acquisition or disposition of assets or Capital Stock as permitted by this Agreement provided that such Financial Indebtedness does not exceed in the aggregate at any time outstanding ten million Dollars (US$10,000,000); and (k) Financial Indebtedness otherwise approved by the COFACE Agent in writing.

Limitations on Financial Indebtedness. Not create, incur, assume or suffer to exist any Financial Indebtedness except: (a) the Obligations (excluding any Hedging Obligations permitted pursuant to Clause 22.1(c)); (b) Financial Indebtedness incurred in connection with the Interest Rate Cap Agreement; (c) Financial Indebtedness incurred in connection with a Hedging Agreement required pursuant to Clause 21.11 (Hedging Agreements); (d) Financial Indebtedness existing on as at the date of this Agreement First Effective Date and not otherwise permitted under this Clause 22.1 and set out in Schedule 14 (Financial Indebtedness and Guarantee Obligations); (e) Guarantee Obligations in favour of the COFACE BPIFAE Agent for the benefit of the COFACE BPIFAE Agent and the Finance Parties; (f) other than Financial Indebtedness incurred under the 2019 Bridge Facility Agreement, unsecured: (i) Subordinated Indebtedness owed by any Obligor to another Obligor; (ii) Subordinated Indebtedness owed by any Obligor to a Foreign Subsidiary; (iii) Financial Indebtedness owed by a Foreign Subsidiary to any Obligor; provided that the aggregate amount of such Financial Indebtedness outstanding at any time pursuant to this paragraph (iii) shall not exceed the Foreign Investment Limitation (calculated without regard to paragraph (b) of the definition of Foreign Investment Limitation and excluding the Existing Canadian Note) as of any date of determination; (iv) Financial Indebtedness owed by a Foreign Subsidiary to another Foreign Subsidiary; and (v) Guarantee Obligations by the Borrower on behalf of any Obligor or Foreign Subsidiary not to exceed one million Dollars (US$1,000,000) 1,000,000 in aggregate; (g) Financial Indebtedness pursuant to the following paragraphs (i) to (v) (and any extension, renewal, replacement or refinancing thereof, but not to increase the aggregate principal amount), provided that at the time such Financial Indebtedness is incurred, the COFACE BPIFAE Agent and the Lenders shall have received from the Borrower a Compliance Certificate in form and substance satisfactory to the COFACE BPIFAE Agent (including an Adjusted Consolidated EBITDA Reconciliation for the fiscal period covered by such Compliance Certificate), demonstrating that, after giving effect to the incurrence of any such Financial Indebtedness, the Borrower will be in pro forma compliance with the financial covenants set forth out in Clause 20 (Financial Covenants) applicable at such time: (i) Financial Indebtedness of the Borrower and its Subsidiaries incurred in connection with Capital Finance Leases and/or purchase money Financial Indebtedness of the Borrower and its Subsidiaries in an aggregate amount not to exceed twenty five million Dollars (US$25,000,000) 25,000,000 on any date of determination; (ii) Financial Indebtedness of a person existing at the time such person became a Subsidiary or assets were acquired from such person not exceeding ten million Dollars (US$10,000,000), to the extent such Financial Indebtedness was not incurred in connection with or in contemplation of, such person becoming a Subsidiary or the acquisition of such assets, which transactions in aggregate since the date of this Agreement do not exceed at any time twenty five million Dollars (US$25,000,000); (iii) subject to paragraph (l) below, Guarantee Obligations with respect to Financial Indebtedness permitted pursuant to paragraph (g) of this ClauseClause 22.1; (iv) Financial Indebtedness of Foreign Subsidiaries, not to exceed in the aggregate at any time outstanding two million Dollars (US$2,000,000); and (v) Subordinated Indebtedness not otherwise permitted pursuant to this Clause 22.1 in an aggregate amount outstanding not to exceed two hundred million Dollars (US$200,000,000) 200,000,000 at any time, provided that, no Event of Default has occurred and is continuing and subject to the prior agreement of an Acceptable Intercreditor Agreement. For the avoidance of doubt, neither a Borrower nor a Subsidiary shall incur any Subordinated Indebtedness which permits any cash payment in respect of Subordinated Indebtedness prior to the Final Maturity Date without the prior written consent of the BPIFAE Agent; (h) Financial Indebtedness incurred in respect of workers’ compensation claims, self-insurance self‑insurance obligations, bankers’ acceptances, performance, surety and similar bonds and completion guarantees provided by the Borrower or one of its Subsidiaries in the ordinary course of trading, not to exceed in the aggregate at any time outstanding ten million Dollars (US$10,000,000); (i) Financial Indebtedness arising from the honouring by a bank or other financial institution of a cheque, draft or similar instrument in the ordinary course of trading inadvertently drawn against insufficient funds, provided however, that such Financial Indebtedness is extinguished within five (5) Business Days and does not exceed in the aggregate at any time outstanding ten million Dollars (US$10,000,000); (j) Financial Indebtedness arising from any agreement by the Borrower or any of its Subsidiaries providing for indemnities, guarantees, purchase price adjustments, holdbacks, contingency payment obligations based on the performances of the acquired or disposed assets or similar obligations incurred by any person in connection with the acquisition or disposition of assets or Capital Stock as permitted by this Agreement provided that such Financial Indebtedness does not exceed in the aggregate at any time outstanding ten million Dollars (US$10,000,000); (k) Financial Indebtedness incurred in connection with any Permitted Vendor Indebtedness; (l) Guarantee Obligations of the Subsidiary Guarantors in connection with the 8% New Notes provided that: (i) such Guarantee Obligations are subordinated to the provisions of the Finance Documents; (ii) at the time that such Guarantee Obligations are entered into, no member of the Thermo Group is in breach of any of its obligations in respect of the Equity Commitments; (iii) the Borrower shall have received the 2013 Closing Commitment and the 2013 Year-End Commitment; (iv) no Event of Default has occurred which is continuing; (v) the terms of such Guarantee Obligations shall be consistent with, and no less favourable to the Lenders than, the terms set out in the 5.75% Notes Term Sheet; (vi) each Subsidiary Guarantor is a party to the Subsidiary Guarantor Subordination Deed; and (kvii) the Guarantee Obligations shall not be entered into prior to 26 December 2013; (m) Financial Indebtedness incurred pursuant to the 2019 Bridge Facility Agreement prior to the first utilisation of the Second Lien Facility Agreement on the Second Lien Utilisation Date and, thereafter, only Financial Indebtedness in respect of capitalised interest not discharged in full at the Second Lien Utilisation Date; (n) Financial Indebtedness incurred pursuant to the Second Lien Facility Agreement; and (o) Financial Indebtedness otherwise approved by the COFACE BPIFAE Agent in writing.

Limitations on Financial Indebtedness. Not The Issuer will not, and will not permit any Subsidiary to, create, incur, assume or suffer to exist any Financial Indebtedness except: (a) the Obligations (excluding any Hedging Obligations permitted pursuant to Clause 22.1(c))COFACE Facility Obligations; (b) Financial Indebtedness incurred in connection with the Interest Rate Cap Agreement; (c) Financial Indebtedness incurred in connection with a any Hedging Agreement required pursuant to Clause 21.11 (Hedging Agreements)the COFACE Facility Agreement; (d) Financial Indebtedness existing on the date of this Agreement and not otherwise permitted under this Clause and set out in Schedule 14 (Financial Indebtedness and Guarantee The COFACE Facility Existing Obligations); (e) Guarantee Obligations in favour favor of the COFACE Agent for the benefit of the COFACE Agent and the COFACE Finance PartiesParties in respect of Senior Debt; (f) unsecured: (i) Subordinated Indebtedness owed by any COFACE Facility Obligor to another COFACE Facility Obligor; (ii) Subordinated Indebtedness owed by any COFACE Facility Obligor to a Foreign Subsidiary; (iii) Financial Indebtedness owed by a Foreign Subsidiary to any COFACE Facility Obligor; provided that the aggregate amount of such Financial Indebtedness outstanding at any time pursuant to this paragraph (iii) shall not exceed the Foreign Investment Limitation (calculated without regard to paragraph (b) of the definition of Foreign Investment Limitation and excluding the Existing Canadian Note) as of any date of determination; (iv) Financial Indebtedness owed by a Foreign Subsidiary to another Foreign SubsidiarySubsidiary and permitted under the COFACE Facility Agreement; and (v) Guarantee Obligations by the Borrower Issuer on behalf of any COFACE Facility Obligor or Foreign Subsidiary not to exceed one million Dollars (US$1,000,000) in aggregate; (g) Financial Indebtedness pursuant to the following paragraphs (i) to (v) (and any extension, renewal, replacement or refinancing thereof, but not to increase the aggregate principal amount), provided that at the time such Financial Indebtedness is incurred, has been incurred in accordance with Paragraph (g) of Clause 22.1 of the COFACE Agent and the Lenders shall have received from the Borrower a Compliance Certificate in form and substance satisfactory to the COFACE Agent (including an Adjusted Consolidated EBITDA Reconciliation for the fiscal period covered by such Compliance Certificate), demonstrating that, after giving effect to the incurrence of any such Financial Indebtedness, the Borrower will be in pro forma compliance with the financial covenants set forth in Clause 20 (Financial Covenants) applicable at such timeFacility Agreement: (i) Financial Indebtedness of the Borrower Issuer and its Subsidiaries incurred in connection with Capital Leases and/or purchase money Financial Indebtedness of the Borrower Issuer and its Subsidiaries in an aggregate amount not to exceed twenty five million Dollars (US$25,000,000) on any date of determination; (ii) Financial Indebtedness of a person existing at the time such person became a Subsidiary or assets were acquired from such person not exceeding ten million Dollars (US$10,000,000), to the extent such Financial Indebtedness was not incurred in connection with or in contemplation of, such person becoming a Subsidiary or the acquisition of such assets, which transactions in aggregate since the date of this Agreement do not exceed at any time twenty five million Dollars (US$25,000,000); (iii) Guarantee Obligations with respect to Financial Indebtedness permitted pursuant to paragraph (g) of this ClauseSection; (iv) Financial Indebtedness of Foreign Subsidiaries, not to exceed in the aggregate at any time outstanding two million Dollars (US$2,000,000); and (v) Subordinated Indebtedness not otherwise permitted pursuant to this Clause Section in an aggregate amount outstanding not to exceed two hundred million Dollars (US$200,000,000) ), including the Securities issued hereunder, at any time, provided that, no COFACE Event of Default has occurred and is continuing and subject to the prior agreement of an Acceptable Intercreditor Agreement; (h) Financial Indebtedness incurred in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance, surety and similar bonds and completion guarantees provided by the Borrower Issuer or one of its Subsidiaries in the ordinary course of trading, not to exceed in the aggregate at any time outstanding ten million Dollars (US$10,000,000); (i) Financial Indebtedness arising from the honouring honoring by a bank or other financial institution of a cheque, draft or similar instrument in the ordinary course of trading inadvertently drawn against insufficient funds, provided however, that such Financial Indebtedness is extinguished within five (5) Business Days and does not exceed in the aggregate at any time outstanding ten million Dollars (US$10,000,000); (j) Financial Indebtedness arising from any agreement by the Borrower Issuer or any of its Subsidiaries providing for indemnities, guarantees, purchase price adjustments, holdbacks, contingency payment obligations based on the performances of the acquired or disposed assets or similar obligations incurred by any person in connection with the acquisition or disposition of assets or Capital Stock as permitted by this Agreement the COFACE Facility Agreement, provided that such Financial Indebtedness does not exceed in the aggregate at any time outstanding ten million Dollars (US$10,000,000); and (k) Financial Indebtedness otherwise approved by the COFACE Agent in writing.. Notwithstanding the foregoing, the aggregate amount of Guarantee Obligations incurred by Guarantors in respect of Financial Indebtedness permitted pursuant to paragraphs (f) and, other than with respect to the Securities, (g), and, other than with respect to Senior Debt, (k) of this Section after the date hereof shall not exceed in the aggregate at any time outstanding one hundred million Dollars (US$100,000,000)

Limitations on Financial Indebtedness. Not create, incur, assume or suffer to exist any Financial Indebtedness except:116 (a) the Obligations (excluding any Hedging Obligations permitted pursuant to Clause 22.1(c21.1(c)); (b) Financial Indebtedness incurred in connection with the Interest Rate Cap Agreement; (c) Financial Indebtedness incurred in connection with a Hedging Agreement required pursuant to Clause 21.11 20.11 (Hedging Agreements); (d) Financial Indebtedness existing on as at the date of this Agreement and not otherwise permitted under this Clause and 21.1and set out in Schedule 14 13 (Financial Indebtedness and Guarantee Obligations); (e) Guarantee Obligations in favour of the COFACE Agent for the benefit of the COFACE Agent and the Finance Parties; (f) unsecured: (i) Subordinated Indebtedness owed by any Obligor to another Obligor; (ii) Subordinated Indebtedness owed by any Obligor to a Foreign Subsidiary; (iii) Financial Indebtedness owed by a Foreign Subsidiary to any Obligor; provided that the aggregate amount of such Financial Indebtedness outstanding at any time pursuant to this paragraph (iii) shall not exceed the Foreign Investment Limitation (calculated without regard to paragraph (b) of the definition of Foreign Investment Limitation and excluding the Existing Canadian NoteLimitation) as of any date of determination; (iv) Financial Indebtedness owed by a Foreign Subsidiary to another Foreign Subsidiary; and (v) Guarantee Obligations by the Borrower on behalf of any Obligor or Foreign Subsidiary not to exceed one million Dollars (US$1,000,000) 1,000,000 in aggregate; (g) Financial Indebtedness pursuant to the following paragraphs (i) to (v) (and any extension, renewal, replacement or refinancing thereof, but not to increase the aggregate principal amount), provided that at the time such Financial Indebtedness is incurred, the COFACE Agent and the Lenders shall have received from the Borrower a Compliance Certificate in form and substance satisfactory to the COFACE Agent (acting on the instructions of the Majority Lenders) (including an Adjusted Consolidated EBITDA Reconciliation for the fiscal period covered by such Compliance Certificate), demonstrating that, after giving effect to the incurrence of any such Financial Indebtedness, the Borrower will be in pro forma compliance with the financial covenants set forth out in Clause 20 19 (Financial Covenants) applicable at such time: (i) Financial Indebtedness of the Borrower and its Subsidiaries incurred in connection with Capital Finance Leases and/or purchase money Financial Indebtedness of the Borrower and its Subsidiaries in an aggregate amount not to exceed twenty five million Dollars (US$25,000,000) 25,000,000 on any date of determination; (ii) Financial Indebtedness of a person existing at the time such person became a Subsidiary or assets were acquired from such person not exceeding ten million Dollars (US$10,000,000), to the extent such Financial Indebtedness was not incurred in connection with or in contemplation of, such person becoming a Subsidiary or the acquisition of such assets, which transactions in aggregate since the date of this Agreement do not exceed at any time twenty five million Dollars (US$25,000,000); (iii) subject to paragraph (l) below, Guarantee Obligations with respect to Financial Indebtedness permitted pursuant to paragraph (g) of this ClauseClause 21.1; (iv) Financial Indebtedness of Foreign Subsidiaries, not to exceed in the aggregate at any time outstanding two million Dollars (US$2,000,000); and (v) Subordinated Indebtedness not otherwise permitted pursuant to this Clause in an aggregate amount outstanding not to exceed two hundred million Dollars (US$200,000,000) at any time21.1, provided that, no Event of Default has occurred and is continuing and subject to the prior agreement of an Acceptable Intercreditor Agreement. For the avoidance of doubt, neither a Borrower nor a Subsidiary shall incur any Subordinated Indebtedness which permits any cash payment in respect of Subordinated Indebtedness prior to the Final Maturity Date without the prior written consent of the Agent (acting at the direction of the Majority Lenders); (h) Financial Indebtedness incurred in respect of workers’ compensation claims, self-insurance self‑insurance obligations, bankers’ acceptances, performance, surety and similar bonds and completion guarantees provided by the Borrower or one of its Subsidiaries in the ordinary course of trading, not to exceed in the aggregate at any time outstanding ten million Dollars (US$10,000,000); (i) Financial Indebtedness arising from the honouring by a bank or other financial institution of a cheque, draft or similar instrument in the ordinary course of trading inadvertently drawn against insufficient funds, provided however, that such Financial Indebtedness is extinguished within five (5) Business Days and does not exceed in the aggregate at any time outstanding ten million Dollars (US$10,000,000); (j) Financial Indebtedness arising from any agreement by the Borrower or any of its Subsidiaries providing for indemnities, guarantees, purchase price adjustments, holdbacks, contingency payment obligations based on the performances of the acquired or disposed assets or similar obligations incurred by any person in connection with the acquisition or disposition of assets or Capital Stock as permitted by this Agreement provided that such Financial Indebtedness does not exceed in the aggregate at any time outstanding ten million Dollars (US$10,000,000); and; (k) Financial Indebtedness incurred in connection with any Permitted Vendor Indebtedness; (l) Guarantee Obligations of the Subsidiary Guarantors in connection with the 8% New Notes provided that: (i) with respect to such Guarantee Obligations created or amended (including, for the avoidance of doubt, amendments by joinder) on or after the Closing Date, such Guarantee Obligations are subordinated to the provisions of the Finance Documents; (ii) at the time that such Guarantee Obligations are entered into, no member of the Thermo Group is in breach of any of its obligations in respect of the Equity Commitments; (iii) the Borrower shall have received the 2013 Closing Commitment and the 2013 Year-End Commitment; (iv) no Event of Default has occurred which is continuing; (v) the terms of such Guarantee Obligations shall be consistent with, and no less favourable to the Lenders than, the terms set out in the 5.75% Notes Term Sheet; (vi) each Subsidiary Guarantor is a party to the Intercreditor Agreement or any other Acceptable Intercreditor Agreement; and (vii) the Guarantee Obligations shall not be entered into prior to 26 December 2013; (m) [Reserved]; (n) Financial Indebtedness incurred pursuant to the First Lien Facility Agreement; and (o) Financial Indebtedness otherwise approved in writing by the COFACE Agent in writing(acting on the instructions of the Majority Lenders).

Limitations on Financial Indebtedness. Not create, incur, assume or suffer to exist any Financial Indebtedness except: (a) the Obligations (excluding any Hedging Obligations permitted pursuant to Clause 22.1(c)); (b) Financial Indebtedness incurred in connection with the Interest Rate Cap Agreement; (c) Financial Indebtedness incurred in connection with a Hedging Agreement required pursuant to Clause 21.11 (Hedging Agreements); (d) Financial Indebtedness existing on as at the date of this Agreement First Effective Date and not otherwise permitted under this Clause 22.1 and set out in Schedule 14 (Financial Indebtedness and Guarantee Obligations); (e) Guarantee Obligations in favour of the COFACE BPIFAE Agent for the benefit of the COFACE BPIFAE Agent and the Finance Parties; (f) unsecured: (i) Subordinated Indebtedness owed by any Obligor to another Obligor; (ii) Subordinated Indebtedness owed by any Obligor to a Foreign Subsidiary; (iii) Financial Indebtedness owed by a Foreign Subsidiary to any Obligor; provided that the aggregate amount of such Financial Indebtedness outstanding at any time pursuant to this paragraph (iii) shall not exceed the Foreign Investment Limitation (calculated without regard to paragraph (b) of the definition of Foreign Investment Limitation and excluding the Existing Canadian Note) as of any date of determination; (iv) Financial Indebtedness owed by a Foreign Subsidiary to another Foreign Subsidiary; and (v) Guarantee Obligations by the Borrower on behalf of any Obligor or Foreign Subsidiary not to exceed one million Dollars (US$1,000,000) 1,000,000 in aggregate; (g) Financial Indebtedness pursuant to the following paragraphs (i) to (v) (and any extension, renewal, replacement or refinancing thereof, but not to increase the aggregate principal amount), provided that at the time such Financial Indebtedness is incurred, the COFACE BPIFAE Agent and the Lenders shall have received from the Borrower a Compliance Certificate in form and substance satisfactory to the COFACE BPIFAE Agent (including an Adjusted Consolidated EBITDA Reconciliation for the fiscal period covered by such Compliance Certificate), demonstrating that, after giving effect to the incurrence of any such Financial Indebtedness, the Borrower will be in pro forma compliance with the financial covenants set forth out in Clause 20 (Financial Covenants) applicable at such time: (i) Financial Indebtedness of the Borrower and its Subsidiaries incurred in connection with Capital Leases and/or purchase money Financial Indebtedness of the Borrower and its Subsidiaries in an aggregate amount not to exceed twenty five million Dollars (US$25,000,000) 25,000,000 on any date of determination; (ii) Financial Indebtedness of a person existing at the time such person became a Subsidiary or assets were acquired from such person not exceeding ten million Dollars (US$10,000,000), to the extent such Financial Indebtedness was not incurred in connection with or in contemplation of, such person becoming a Subsidiary or the acquisition of such assets, which transactions in aggregate since the date of this Agreement do not exceed at any time twenty five million Dollars (US$25,000,000); (iii) subject to paragraph (l) below, Guarantee Obligations with respect to Financial Indebtedness permitted pursuant to paragraph (g) of this ClauseClause 22.1; (iv) Financial Indebtedness of Foreign Subsidiaries, not to exceed in the aggregate at any time outstanding two million Dollars (US$2,000,000); and (v) Subordinated Indebtedness not otherwise permitted pursuant to this Clause 22.1 in an aggregate amount outstanding not to exceed two hundred million Dollars (US$200,000,000) 200,000,000 at any time, provided that, no Event of Default has occurred and is continuing and subject to the prior agreement of an Acceptable Intercreditor Agreement. For the avoidance of doubt, neither a Borrower nor a Subsidiary shall incur any Subordinated Indebtedness which permits any cash payment in respect of Subordinated Indebtedness prior to the Final Maturity Date without the prior written consent of the BPIFAE Agent; (h) Financial Indebtedness incurred in respect of workers’ compensation claims, self-insurance self‑insurance obligations, bankers’ acceptances, performance, surety and similar bonds and completion guarantees provided by the Borrower or one of its Subsidiaries in the ordinary course of trading, not to exceed in the aggregate at any time outstanding ten million Dollars (US$10,000,000); (i) Financial Indebtedness arising from the honouring by a bank or other financial institution of a cheque, draft or similar instrument in the ordinary course of trading inadvertently drawn against insufficient funds, provided however, that such Financial Indebtedness is extinguished within five (5) Business Days and does not exceed in the aggregate at any time outstanding ten million Dollars (US$10,000,000); (j) Financial Indebtedness arising from any agreement by the Borrower or any of its Subsidiaries providing for indemnities, guarantees, purchase price adjustments, holdbacks, contingency payment obligations based on the performances of the acquired or disposed assets or similar obligations incurred by any person in connection with the acquisition or disposition of assets or Capital Stock as permitted by this Agreement provided that such Financial Indebtedness does not exceed in the aggregate at any time outstanding ten million Dollars (US$10,000,000); (k) Financial Indebtedness incurred in connection with any Permitted Vendor Indebtedness; (l) Guarantee Obligations of the Subsidiary Guarantors in connection with the 8% New Notes provided that: (i) such Guarantee Obligations are subordinated to the provisions of the Finance Documents; (ii) at the time that such Guarantee Obligations are entered into, no member of the Thermo Group is in breach of any of its obligations in respect of the Equity Commitments; (iii) the Borrower shall have received the 2013 Closing Commitment and the 2013 Year-End Commitment; (iv) no Event of Default has occurred which is continuing; (v) the terms of such Guarantee Obligations shall be consistent with, and no less favourable to the Lenders than, the terms set out in the 5.75% Notes Term Sheet; (vi) each Subsidiary Guarantor is a party to the Subsidiary Guarantor Subordination Deed; and (kvii) the Guarantee Obligations shall not be entered into prior to 26 December 2013; and (m) Financial Indebtedness otherwise approved by the COFACE BPIFAE Agent in writing.

Limitations on Financial Indebtedness. Not create, incur, assume or suffer to exist any Financial Indebtedness except: (a) the Obligations (excluding any Hedging Obligations permitted pursuant to Clause 22.1(c)); (b) Financial Indebtedness incurred in connection with the Interest Rate Cap Agreement; (c) Financial Indebtedness incurred in connection with a Hedging Agreement required pursuant to Clause 21.11 (Hedging Agreements); (d) Financial Indebtedness existing on as at the date of this Agreement Effective Date and not otherwise permitted under this Clause 22.1 and set out in Schedule 14 (Financial Indebtedness and Guarantee Obligations); (e) Guarantee Obligations in favour of the COFACE Agent for the benefit of the COFACE Agent and the Finance Parties; (f) unsecured: (i) Subordinated Indebtedness owed by any Obligor to another Obligor; (ii) Subordinated Indebtedness owed by any Obligor to a Foreign Subsidiary; (iii) Financial Indebtedness owed by a Foreign Subsidiary to any Obligor; provided that the aggregate amount of such Financial Indebtedness outstanding at any time pursuant to this paragraph (iii) shall not exceed the Foreign Investment Limitation (calculated without regard to paragraph (b) of the definition of Foreign Investment Limitation and excluding the Existing Canadian Note) as of any date of determination; (iv) Financial Indebtedness owed by a Foreign Subsidiary to another Foreign Subsidiary; and (v) Guarantee Obligations by the Borrower on behalf of any Obligor or Foreign Subsidiary not to exceed one million Dollars (US$1,000,000) 1,000,000 in aggregate; (g) Financial Indebtedness pursuant to the following paragraphs (i) to (v) (and any extension, renewal, replacement or refinancing thereof, but not to increase the aggregate principal amount), provided that at the time such Financial Indebtedness is incurred, the COFACE Agent and the Lenders shall have received from the Borrower a Compliance Certificate in form and substance satisfactory to the COFACE Agent (including an Adjusted Consolidated EBITDA Reconciliation for the fiscal period covered by such Compliance Certificate), demonstrating that, after giving effect to the incurrence of any such Financial Indebtedness, the Borrower will be in pro forma compliance with the financial covenants set forth out in Clause 20 (Financial Covenants) applicable at such time: (i) Financial Indebtedness of the Borrower and its Subsidiaries incurred in connection with Capital Leases and/or purchase money Financial Indebtedness of the Borrower and its Subsidiaries in an aggregate amount not to exceed twenty five million Dollars (US$25,000,000) 25,000,000 on any date of determination; (ii) Financial Indebtedness of a person existing at the time such person became a Subsidiary or assets were acquired from such person not exceeding ten million Dollars (US$10,000,000), to the extent such Financial Indebtedness was not incurred in connection with or in contemplation of, such person becoming a Subsidiary or the acquisition of such assets, which transactions in aggregate since the date of this Agreement do not exceed at any time twenty five million Dollars (US$25,000,000); (iii) subject to paragraph (l) below, Guarantee Obligations with respect to Financial Indebtedness permitted pursuant to paragraph (g) of this ClauseClause 22.1; (iv) Financial Indebtedness of Foreign Subsidiaries, not to exceed in the aggregate at any time outstanding two million Dollars (US$2,000,000); and (v) Subordinated Indebtedness not otherwise permitted pursuant to this Clause 22.1 in an aggregate amount outstanding not to exceed two hundred million Dollars (US$200,000,000) 200,000,000 at any time, provided that, no Event of Default has occurred and is continuing and subject to the prior agreement of an Acceptable Intercreditor Agreement. For the avoidance of doubt, neither a Borrower nor a Subsidiary shall incur any Subordinated Indebtedness which permits any cash payment in respect of Subordinated Indebtedness prior to the Final Maturity Date without the prior written consent of the COFACE Agent; (h) Financial Indebtedness incurred in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance, surety and similar bonds and completion guarantees provided by the Borrower or one of its Subsidiaries in the ordinary course of trading, not to exceed in the aggregate at any time outstanding ten million Dollars (US$10,000,000); (i) Financial Indebtedness arising from the honouring by a bank or other financial institution of a cheque, draft or similar instrument in the ordinary course of trading inadvertently drawn against insufficient funds, provided however, that such Financial Indebtedness is extinguished within five (5) Business Days and does not exceed in the aggregate at any time outstanding ten million Dollars (US$10,000,000); (j) Financial Indebtedness arising from any agreement by the Borrower or any of its Subsidiaries providing for indemnities, guarantees, purchase price adjustments, holdbacks, contingency payment obligations based on the performances of the acquired or disposed assets or similar obligations incurred by any person in connection with the acquisition or disposition of assets or Capital Stock as permitted by this Agreement provided that such Financial Indebtedness does not exceed in the aggregate at any time outstanding ten million Dollars (US$10,000,000); (k) Financial Indebtedness incurred in connection with any Permitted Vendor Indebtedness; (l) Guarantee Obligations of the Subsidiary Guarantors in connection with the 8% New Notes provided that: (i) such Guarantee Obligations are subordinated to the provisions of the Finance Documents; (ii) at the time that such Guarantee Obligations are entered into, no member of the Thermo Group is in breach of any of its obligations in respect of the Equity Commitments; (iii) the Borrower shall have received the 2013 Closing Commitment and the 2013 Year-End Commitment; (iv) no Event of Default has occurred which is continuing; (v) the terms of such Guarantee Obligations shall be consistent with, and no less favourable to the Lenders than, the terms set out in the 5.75% Notes Term Sheet; (vi) each Subsidiary Guarantor is a party to the Subsidiary Guarantor Subordination Deed; and (kvii) the Guarantee Obligations shall not be entered into prior to 26 December 2013; and (m) Financial Indebtedness otherwise approved by the COFACE Agent in writing.