Common use of Other Debts Clause in Contracts

Other Debts. To not create, incur, assume or suffer to exist any Indebtedness except: (a) Indebtedness under this Agreement. (b) Indebtedness existing on the date hereof and listed on Schedule 7.4(b) and any renewals, extensions or refinancings thereof; provided that the amount of any such Indebtedness shall not be increased at the time of any renewal, extension or refinancing. (c) Additional purchase money Indebtedness (including obligations in respect of Capital Leases) for the acquisition of fixed or capital assets, which does not exceed an aggregate principal amount of Two Million Dollars ($2,000,000) in any fiscal year. (d) Other Indebtedness not to exceed Five Million Dollars ($5,000,000) at any time outstanding; provided that such Indebtedness shall not be secured by a lien on the collateral described in Section 2A.1(a). (e) Obligations (contingent or otherwise) existing or arising under any Swap Contract; provided that such obligations are (or were) entered into 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 the Borrower, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”. (f) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, that, such Indebtedness shall only be permitted for five (5) Business Days from the date of incurrence and must be extinguished within five (5) Business Days of incurrence. (g) Indebtedness in respect of deposits to secure the performance of bids, trade contracts, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business. (h) Payables due to any Subsidiary that are (i) incurred in the ordinary course of business of the Borrower, (ii) directly attributable to cash transferred from such Subsidiary to the Borrower for investing or cash management purposes and (iii) in an amount not to exceed the amount of cash transferred from such Subsidiary to the Borrower; for so long as such cash transferred from such Subsidiary remains an asset of the Borrower.

Other Debts. To not Not to create, incur, assume or suffer to exist any Indebtedness Indebtedness, except: (a) Indebtedness under this Agreement.; (b) Indebtedness existing outstanding on the date hereof and listed on Schedule 7.4(b) and any renewalsrefinancings, refundings, renewals or extensions or refinancings thereof; provided that the amount of any such Indebtedness shall is not be 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 renewal, extension or refinancing.existing commitments unutilized thereunder; (c) Additional purchase money Indebtedness (including obligations Guarantees of the Borrower in respect of Capital Leases) for Indebtedness otherwise permitted hereunder of the acquisition of fixed or capital assets, which does not exceed an aggregate principal amount of Two Million Dollars ($2,000,000) in any fiscal year.Borrower; (d) Other Indebtedness not to exceed Five Million Dollars ($5,000,000) at any time outstanding; provided that such Indebtedness shall not be secured by a lien on the collateral described in Section 2A.1(a). (e) Obligations obligations (contingent or otherwiseotherwise and including any Swap Termination Value) of the Borrower existing or arising under any Swap Contract; , provided that (i) such obligations are (or were) entered into by the Borrower in the ordinary course of business for the purpose of directly mitigating managing risks associated with liabilities, commitments, investments, assets assets, or property held or reasonably anticipated by the Borrower, or changes in the value of securities issued by such Person the Borrower 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 the swap termination value payment, if any, on outstanding transactions to the defaulting party; and (f) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, that, such Indebtedness shall only be permitted for five (5) Business Days from the date of incurrence and must be extinguished within five (5) Business Days of incurrence. (ge) Indebtedness in respect of deposits to secure the performance of bids, trade contracts, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business. (h) Payables due to any Subsidiary that are (i) incurred in the ordinary course of business of the Borrower, (ii) directly attributable to cash transferred from such Subsidiary addition to the Borrower for investing or cash management purposes and (iii) in an amount not to exceed Indebtedness described above, provided that the aggregate amount of cash transferred from such Subsidiary to the Borrower; for so long as such cash transferred from such Subsidiary remains an asset additional Indebtedness at any one time outstanding does not exceed $5,000,000. For purposes of the Borrower.this Agreement:

Other Debts. To The Borrower shall not create, incur, assume and shall not permit any Subsidiary to have outstanding or suffer to exist incur any Indebtedness except(other than those to the Bank), or become liable for the liabilities of others, without the Bank's written consent. This does not prohibit: (a) Indebtedness under this AgreementAcquiring goods, supplies, or merchandise on normal trade credit. (b) Indebtedness existing on Endorsing negotiable instruments received in the date hereof and listed on Schedule 7.4(b) and any renewals, extensions or refinancings thereof; provided that the amount usual course of any such Indebtedness shall not be increased at the time of any renewal, extension or refinancingbusiness. (c) Obtaining surety bonds in the usual course of business. (d) Additional purchase money Indebtedness (including capital lease obligations in respect of Capital Leases) for the acquisition of fixed or capital assets, which does assets not to exceed an aggregate principal amount of Two Fifteen Million Dollars ($2,000,00015,000,000) in any fiscal year. (d) Other Indebtedness not to exceed Five Million Dollars ($5,000,000) at any time outstanding; provided that such Indebtedness shall not be secured by a lien on the collateral described in Section 2A.1(a)aggregate. (e) Obligations (contingent Indebtedness of Borrower to any of its wholly-owned Subsidiaries, and any wholly-owned Subsidiary of Borrower may become and remain liable with respect to Indebtedness to Borrower or otherwise) existing or arising under any Swap Contract; provided that such obligations are (or were) entered into in the ordinary course other wholly-owned Subsidiaries of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets or property held or reasonably anticipated by the Borrower, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”. (f) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except described in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, that, such Indebtedness shall only be permitted for five (5) Business Days from the date of incurrence and must be extinguished within five (5) Business Days of incurrenceSchedule 9.7 attached hereto. (g) Indebtedness secured by the Property and all improvements thereon: provided that in respect connection with the incurrence of deposits to secure the performance of bidssuch indebtedness, trade contractsFacility No. Two and Facility No. Three have been paid in full and have terminated. For purposes hereof "Indebtedness", statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business. (h) Payables due as applied to any Subsidiary that are Person, means (i) incurred in the ordinary course of business of the Borrowerall indebtedness for borrowed money, (ii) directly attributable that portion of obligations with respect to cash transferred from such Subsidiary to the Borrower for investing or cash management purposes and capital leases that is properly classified as a liability on a balance sheet in conformity with generally accepted accounting principles, (iii) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money, (iv) any obligation owed for all or any part of the deferred purchase price of property or services (excluding any such obligations incurred under ERISA), which purchase price is (a) due more than six months from the date of incurrence of the obligation in an amount not to exceed respect thereof or (b) evidenced by a note or similar written instrument, and (v) all indebtedness secured by any lien on any property or asset owned or held by that Person regardless of whether the amount of cash transferred from such Subsidiary indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the Borrower; for so long as such cash transferred from such Subsidiary remains an asset credit of the Borrowerthat Person.

Other Debts. To Parent Guarantor shall not, and shall not createpermit any of its Subsidiaries (other than any Immaterial Foreign Subsidiary) to, incurhave outstanding or incur any direct or contingent liabilities or lease obligations (other than those to the Bank), assume or suffer to exist any Indebtedness exceptbecome liable for the liabilities of others, without the Bank’s written consent. This does not prohibit: (a) Indebtedness under this Agreement.acquiring goods, supplies, merchandise or services on normal trade credit; (b) Indebtedness existing on endorsing negotiable instruments received in the date hereof and listed on Schedule 7.4(b) and any renewals, extensions or refinancings thereof; provided that the amount usual course of any such Indebtedness shall not be increased at the time of any renewal, extension or refinancing.business; (c) Additional purchase money Indebtedness (including obligations obtaining surety bonds in respect the usual course of Capital Leases) for the acquisition of fixed or capital assets, which does not exceed an aggregate principal amount of Two Million Dollars ($2,000,000) in any fiscal year.business; (d) Other Indebtedness debt or other liabilities of (i) a Loan Party owed to another Loan Party or (ii) of a Subsidiary that is not a Loan Party (other than the SPE) to exceed Five Million Dollars another Subsidiary that is not a Loan Party ($5,000,000) at any time outstanding; provided that such Indebtedness shall not be secured by a lien on other than the collateral described in Section 2A.1(aSPE).; (e) Obligations liabilities for taxes not yet due; (contingent or otherwisef) existing or liabilities arising under any Swap Contract; provided that such the Transaction Documents; (g) lease obligations are as lessee arising in the ordinary course of business; (or wereh) hedging arrangements entered into for purposes of mitigating interest rate, commodity pricing, currency exchange rate or other similar risks in the ordinary course of business (so long as such arrangements are not entered into primarily for speculative purposes) (i) debt in respect of capital lease obligations or incurred to provide all or a portion of the purpose purchase price or cost of directly mitigating risks associated with liabilitiesacquiring equipment or fixtures in the ordinary course of business within the limitations set forth in clause (a)(xi) of Section 9.2; provided that the aggregate principal amount of debt outstanding under this Section 9.1(i) shall not exceed $5,000,000 at any time; (j) existing debt, commitmentslines of credit or letter of credit facilities described in Schedule 9.1 and refinancings thereof or amendments or modifications thereof which do not have the effect of increasing the principal amount thereof or changing the amortization thereof (other than to extend the same) and which are otherwise on terms and conditions no less favorable to such Person or the Bank, investments, assets or property held or reasonably anticipated as determined by the BorrowerBank in its reasonable discretion, than the terms of the debt being refinanced, amended or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”.modified; (fk) Indebtedness payroll and other liabilities in respect of employees arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, that, such Indebtedness shall only be permitted for five (5) Business Days from the date of incurrence and must be extinguished within five (5) Business Days of incurrence.; (gl) Indebtedness debt that is assumed in connection with or incurred to finance an investment, capital contribution, transfer, purchase or acquisition permitted pursuant to Section 9.4(e) in an aggregate amount not to exceed $15,000,000 at any time outstanding, and refinancings thereof which do not have the effect of increasing the principal amount thereof; provided that such debt may not (i) exceed the amount of such investment or capital contribution or the purchase price of the assets acquired or (ii) be assumed or incurred by the Borrower or the SPE; (m) earn-out obligations incurred in connection with acquisitions permitted by clause (ii) of Section 9.4(e) in an aggregate amount not to exceed $15,000,000 at any time outstanding (with the amount of such earn-out obligations for purposes of this subsection (m) to be the maximum reasonably anticipated liability in respect thereof as determined by Parent Guarantor from time to time); provided that such earn-out obligations may not be incurred by the Borrower or the SPE; (n) incurrence of liabilities, other than in respect of deposits to secure the performance debt (including, without limitation, debt for borrowed money or in respect of bidshedging arrangements or letters of credit), trade contracts, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of a Loan Party’s business.; provided that such liabilities, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; and (ho) Payables due to guarantees of any Subsidiary of the foregoing; provided, that are (i) incurred in a Loan Party may not guaranty the ordinary course debt or other obligations of business of the Borrower, a Subsidiary that is not a Loan Party and (ii) directly attributable to cash transferred from such Subsidiary to neither the Borrower for investing nor the SPE may guaranty the debt or cash management purposes and (iii) other obligations of any other Person, except that the Borrower may provide guarantees in an amount not to exceed the amount of cash transferred from such Subsidiary to the Borrower; for so long as such cash transferred from such Subsidiary remains an asset favor of the BorrowerBank or the Collateral Agent.

Other Debts. To Parent Guarantor shall not, and shall not createpermit any of its Subsidiaries (other than any Immaterial Foreign Subsidiary) to, incurhave outstanding or incur any direct or contingent liabilities or lease obligations (other than those to the Bank), assume or suffer to exist any Indebtedness exceptbecome liable for the liabilities of others, without the Bank’s written consent. This does not prohibit: (a) Indebtedness under this Agreement.acquiring goods, supplies, merchandise or services on normal trade credit; (b) Indebtedness existing on endorsing negotiable instruments received in the date hereof and listed on Schedule 7.4(b) and any renewals, extensions or refinancings thereof; provided that the amount usual course of any such Indebtedness shall not be increased at the time of any renewal, extension or refinancing.business; (c) Additional purchase money Indebtedness (including obligations obtaining surety bonds in respect the usual course of Capital Leases) for the acquisition of fixed or capital assets, which does not exceed an aggregate principal amount of Two Million Dollars ($2,000,000) in any fiscal year.business; (d) Other Indebtedness debt or other liabilities of (i) a Loan Party owed to another Loan Party or (ii) of a Subsidiary that is not a Loan Party (other than the SPE) to exceed Five Million Dollars another Subsidiary that is not a Loan Party ($5,000,000) at any time outstanding; provided that such Indebtedness shall not be secured by a lien on other than the collateral described in Section 2A.1(aSPE).; (e) Obligations liabilities for taxes not yet due; (contingent or otherwisef) existing or liabilities arising under any Swap Contract; provided that such the Transaction Documents; (g) lease obligations are as lessee arising in the ordinary course of business; (or wereh) hedging arrangements entered into for purposes of mitigating interest rate, commodity pricing, currency exchange rate or other similar risks in the ordinary course of business (so long as such arrangements are not entered into primarily for speculative purposes) (i) debt in respect of capital lease obligations or incurred to provide all or a portion of the purpose purchase price or cost of directly mitigating risks associated with liabilitiesacquiring equipment or fixtures in the ordinary course of business within the limitations set forth in clause (a)(xi) of Section 9.2; provided that the aggregate principal amount of debt outstanding under this Section 9.1(i) shall not exceed $5,000,000 at any time; (j) debt, commitmentslines of credit or letter of credit facilities existing on the Original Closing Date and described in Schedule 9.1 and refinancings thereof or amendments or modifications thereof which do not have the effect of increasing the principal amount thereof or changing the amortization thereof (other than to extend the same) and which are otherwise on terms and conditions no less favorable to such Person or the Bank, investments, assets or property held or reasonably anticipated as determined by the BorrowerBank in its reasonable discretion, than the terms of the debt being refinanced, amended or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”.modified; (fk) Indebtedness payroll and other liabilities in respect of employees arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, that, such Indebtedness shall only be permitted for five (5) Business Days from the date of incurrence and must be extinguished within five (5) Business Days of incurrence.; (gl) Indebtedness debt that is assumed in connection with or incurred to finance an investment, capital contribution, transfer, purchase or acquisition permitted pursuant to Section 9.4(e) in an aggregate amount not to exceed $15,000,000 at any time outstanding, and refinancings thereof which do not have the effect of increasing the principal amount thereof; provided that such debt may not (i) exceed the amount of such investment or capital contribution or the purchase price of the assets acquired or (ii) be assumed or incurred by the Borrower or the SPE; (m) earn-out obligations incurred in connection with acquisitions permitted by clause (ii) of Section 9.4(e) in an aggregate amount not to exceed $15,000,000 at any time outstanding (with the amount of such earn-out obligations for purposes of this subsection (m) to be the maximum reasonably anticipated liability in respect thereof as determined by Parent Guarantor from time to time); provided that such earn-out obligations may not be incurred by the Borrower or the SPE; (n) incurrence of liabilities, other than in respect of deposits to secure the performance debt (including, without limitation, debt for borrowed money or in respect of bidshedging arrangements or letters of credit), trade contracts, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of a Loan Party’s business.; provided that such liabilities, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; and (ho) Payables due to guarantees of any Subsidiary of the foregoing; provided, that are (i) incurred in a Loan Party may not guaranty the ordinary course debt or other obligations of business of the Borrower, a Subsidiary that is not a Loan Party and (ii) directly attributable to cash transferred from such Subsidiary to neither the Borrower for investing nor the SPE may guaranty the debt or cash management purposes and (iii) other obligations of any other Person, except that the Borrower may provide guarantees in an amount not to exceed the amount of cash transferred from such Subsidiary to the Borrower; for so long as such cash transferred from such Subsidiary remains an asset favor of the BorrowerBank or the Collateral Agent.

Other Debts. To Not to have outstanding or incur any direct or contingent liabilities or lease obligations (other than those to the Bank or to any affiliate of the Bank), or become liable for the liabilities of others, without the Bank's written consent. This does not create, incur, assume or suffer to exist any Indebtedness exceptprohibit: (a) Indebtedness under this Agreementoperating leases or acquiring goods, supplies, services, or merchandise on normal trade credit. (b) Indebtedness existing liabilities, lines of credit and capital leases in existence on the date hereof and listed of this Agreement set forth on Schedule 7.4(b) and any renewals7.5, extensions including amendments to or refinancings thereof; provided of such obligations that do not increase the principal amount or shorten the maturity of any such Indebtedness shall not be increased at the time of any renewal, extension or refinancingobligations. (c) Additional purchase money Indebtedness (including obligations in respect of Capital Leases) for the acquisition of fixed or capital assets, which does not exceed an aggregate principal amount of Two Million Dollars ($2,000,000) in any fiscal year. (d) Other Indebtedness not to exceed Five Million Dollars ($5,000,000) at any time outstanding; provided that such Indebtedness shall not be secured by a lien on the collateral described in Section 2A.1(a). (e) Obligations (contingent or otherwise) existing or arising under any Swap Contract; hedging arrangement, provided that (i) such obligations are (or were) entered into in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets assets, or property held or reasonably anticipated by the Borrowersuch person, or changes in the value of securities issued by such Person person, and not for purposes of speculation or taking a “market view”;” and (ii) such hedging arrangement does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party. (d) obligations in respect of purchase money debt and capital leases; provided that the aggregate principal amount of all such debt shall not exceed Twenty-Five Million Dollars ($25,000,000) at any one time outstanding. (e) liabilities between Obligors, liabilities of an Obligor to a Related Party that is not an Obligor, liabilities between Related Parties that are not Obligors, a guaranty by a Related Party of a liability of an 13 Obligor that is otherwise permitted hereunder, or a guaranty by a Related Party that is not an Obligor of a liability of another Related Party that is not an Obligor that is otherwise permitted hereunder. (f) Indebtedness arising from indebtedness of acquired entities in connection with a Permitted Acquisition, provided that such indebtedness (i) was not incurred in connection with or in anticipation of the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently Permitted Acquisition transaction and (except in the case of daylight overdraftsii) drawn against insufficient funds in the ordinary course of business; provided, that, such Indebtedness shall only be permitted for five (5) Business Days from the date of incurrence constitutes purchase money debt and must be extinguished within five (5) Business Days of incurrencecapital leases . (g) Indebtedness unsecured indebtedness (or, solely in respect the case of deposits Related Parties that are not Obligors, indebtedness secured by assets of such Related Parties) not otherwise permitted hereunder in a maximum aggregate outstanding amount not to secure the performance of bids, trade contracts, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred exceed $25,000,000 at any time. (h) liabilities for outstanding balances for transactions made under employee purchasing card (“P Card”) programs in the ordinary course of business. (hi) Payables due to any Subsidiary contingent liabilities that may arise under standard indemnification obligations in commercial agreements. (j) comfort letters given by the Borrower in support of Related Parties (that are not Obligors) in connection with local statutory financial audits. (ik) incurred guarantees in favor of Related Parties issued in the ordinary course in support of business commercial agreements, but excluding guarantees for borrowed money. (l) customary indemnification obligations for employees, officers, and directors. (m) ordinary course liabilities and contingent liabilities of the Borrower, (ii) directly attributable to cash transferred from such Subsidiary to the Borrower for investing or cash management purposes and (iii) Related Parties in an amount not to exceed the amount of cash transferred from such Subsidiary to the Borrower; for so long as such cash transferred from such Subsidiary remains an asset of the Borrowerconnection with employee benefits.

Other Debts. To The Borrower shall not, and shall not createpermit any of its Subsidiaries (other than any Immaterial Foreign Subsidiary) to, incurhave outstanding or incur any direct or contingent liabilities or lease obligations (other than those to the Bank), assume or suffer to exist any Indebtedness exceptbecome liable for the liabilities of others, without the Bank’s written consent. This does not prohibit: (a) Indebtedness under this Agreement.acquiring goods, supplies, merchandise or services on normal trade credit; (b) Indebtedness existing on endorsing negotiable instruments received in the date hereof and listed on Schedule 7.4(b) and any renewals, extensions or refinancings thereof; provided that the amount usual course of any such Indebtedness shall not be increased at the time of any renewal, extension or refinancing.business; (c) Additional purchase money Indebtedness (including obligations obtaining surety bonds in respect the usual course of Capital Leases) for the acquisition of fixed or capital assets, which does not exceed an aggregate principal amount of Two Million Dollars ($2,000,000) in any fiscal year.business; (d) Other Indebtedness not debt or other liabilities of a Subsidiary of the Borrower to exceed Five Million Dollars ($5,000,000) at any time outstanding; provided that such Indebtedness shall not be secured by a lien on another Subsidiary of the collateral described in Section 2A.1(a).Borrower; (e) Obligations liabilities for taxes not yet due; (contingent or otherwisef) existing or lease obligations as lessee arising under any Swap Contract; provided that such obligations are in the ordinary course of business; (or wereg) hedging arrangements entered into for purposes of mitigating interest rate, commodity pricing, currency exchange rate or other similar risks in the ordinary course of business (so long as such arrangements are not entered into primarily for speculative purposes); (h) debt, lines of credit or letter of credit facilities existing on the purpose Effective Date and disclosed in writing to the Bank prior to the Effective Date and refinancings thereof or amendments or modifications thereof which do not have the effect of directly mitigating risks associated with liabilitiesincreasing the principal amount thereof or changing the amortization thereof (other than to extend the same) and which are otherwise on terms and conditions no less favorable to such Person or the Bank, commitments, investments, assets or property held or reasonably anticipated as determined by the BorrowerBank in its reasonable discretion, than the terms of the debt being refinanced, amended or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”.modified; (fi) Indebtedness payroll and other liabilities in respect of employees arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, that, such Indebtedness shall only be permitted for five (5) Business Days from the date of incurrence and must be extinguished within five (5) Business Days of incurrence.; (gj) Indebtedness incurrence of liabilities, other than in respect of deposits to secure the performance debt (including, without limitation, debt for borrowed money or in respect of bidshedging arrangements or letters of credit), trade contracts, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of the Borrower’s business.; provided that such liabilities, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; and (hk) Payables due to guarantees of any Subsidiary that are (i) incurred in the ordinary course of business of the Borrower, (ii) directly attributable to cash transferred from such Subsidiary to the Borrower for investing or cash management purposes and (iii) in an amount not to exceed the amount of cash transferred from such Subsidiary to the Borrower; for so long as such cash transferred from such Subsidiary remains an asset of the Borrowerforegoing.

Other Debts. To Not have outstanding or incur any direct or contingent liabilities or capital lease obligations (other than those to the Bank or to any Affiliate of the Bank), become liable for the liabilities of others or issue or have outstanding any Equity Interests that require any cash payment (whether dividends, scheduled redemptions, mandatory redemptions or otherwise) prior to the date that is 91 days after the Revolving Facility Expiration Date, without the Bank’s written consent. This does not create, incur, assume or suffer to exist any Indebtedness exceptprohibit: (a) Indebtedness under this Agreement.acquiring goods, supplies, or merchandise on normal trade credit; (b) Indebtedness existing on endorsing negotiable instruments received in the date hereof and listed on Schedule 7.4(b) and any renewals, extensions or refinancings thereof; provided that the amount usual course of any such Indebtedness shall not be increased at the time of any renewal, extension or refinancing.business; (c) Additional purchase money Indebtedness obtaining surety bonds in the ordinary course of business; (including d) liabilities, lines of credit and leases in existence on the date of this Agreement and set forth on Schedule 8.3, and any renewals or extension of such liabilities or lines of credit provided the principal amount is not increased; (e) indebtedness between Loan Parties; (f) additional debts and capital lease obligations in respect of Capital Leases) for the acquisition of fixed or capital assets, which does not exceed an aggregate principal amount of Two Million Dollars ($2,000,000) in any fiscal year. (d) Other Indebtedness assets not to exceed Five Million Dollars ($5,000,000) 3,000,000 outstanding at any time outstandingone time; provided that such Indebtedness shall not be secured by a lien on the collateral described in Section 2A.1(a).and (eg) Obligations 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 liabilities, commitments, investments, assets assets, or property held or reasonably anticipated by the Borrowersuch Person, or changes in the value of securities issued by such Person Person, and not for purposes of speculation or taking a “market view”. ;” and (fii) Indebtedness arising such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, that, such Indebtedness shall only be permitted for five (5) Business Days from the date of incurrence and must be extinguished within five (5) Business Days of incurrence. (g) Indebtedness in respect of deposits to secure the performance of bids, trade contracts, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business.defaulting party; (h) Payables due indebtedness consisting of a letter of credit issued by Silicon Valley Bank in an aggregate amount not to any Subsidiary that are exceed $112,000; provided such letter of credit is not extended or renewed; (i) incurred indebtedness evidenced by that certain Promissory Note dated February 24, 2012 by Vocus, Inc. in favor of certain of selling shareholders in connection with the I-Contact Merger in the ordinary course original principal amount of business of the Borrower, Six Hundred Seventy Thousand Ninety One Dollars (ii$670,091.00); and (j) directly attributable to cash transferred from such Subsidiary to the Borrower for investing or cash management purposes and (iii) unsecured indebtedness in an amount not to exceed the amount of cash transferred from such Subsidiary to the Borrower; for so long as such cash transferred from such Subsidiary remains an asset of the Borrower$5,000,000 outstanding any one time.

Other Debts. To The Borrower shall not create, incur, assume and shall not permit any Subsidiary to have outstanding or suffer to exist incur any Indebtedness except(other than those to the Bank), or become liable for the liabilities of others, without the Bank's written consent. This does not prohibit: (a) Indebtedness under this AgreementAcquiring goods, supplies, or merchandise on normal trade credit. (b) Indebtedness existing on the date hereof and listed on Schedule 7.4(b) and any renewals, extensions or refinancings thereof; provided that the amount of any such Indebtedness shall not be increased at the time of any renewal, extension or refinancing. (c) Additional purchase money Indebtedness (including obligations in respect of Capital Leases) for the acquisition of fixed or capital assets, which does not exceed an aggregate principal amount of Two Million Dollars ($2,000,000) in any fiscal year. (d) Other Indebtedness not to exceed Five Million Dollars ($5,000,000) at any time outstanding; provided that such Indebtedness shall not be secured by a lien on the collateral described in Section 2A.1(a). (e) Obligations (contingent or otherwise) existing or arising under any Swap Contract; provided that such obligations are (or were) entered into Endorsing negotiable instruments received 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 the Borrower, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”. (f) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, that, such Indebtedness shall only be permitted for five (5) Business Days from the date of incurrence and must be extinguished within five (5) Business Days of incurrence. (g) Indebtedness in respect of deposits to secure the performance of bids, trade contracts, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary usual course of business. (hc) Payables due Obtaining surety bonds in the usual course of business. (d) Additional capital lease obligations for the acquisition of fixed assets not to exceed Fifteen Million Dollars ($15,000,000) in the aggregate. (e) Indebtedness of Borrower to any of its wholly-owned Subsidiaries, and any wholly-owned Subsidiary of Borrower may become and remain liable with respect to indebtedness to Borrower or other wholly-owned Subsidiaries of Borrower. (f) Additional Indebtedness for business purposes that are does not exceed Fifteen Million Dollars ($15,000,000) in the aggregate. For purposes hereof "Indebtedness", as applied to Borrower and any Subsidiary, means (i) incurred in the ordinary course of business of the Borrowerall indebtedness for borrowed money, (ii) directly attributable that portion of obligations with respect to cash transferred from such Subsidiary to the Borrower for investing or cash management purposes and capital leases that is properly classified as a liability on a balance sheet in conformity with generally accepted accounting principles, (iii) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money, (iv) any obligation owed for all or any part of the deferred purchase price of property or services (excluding any such obligations incurred under ERISA), which purchase price is (a) due more than six months from the date of incurrence of the obligation in an amount not to exceed respect thereof or (b) evidenced by a note or similar written instrument, and (v) all indebtedness secured by any lien on any property or asset owned or held by such party regardless of whether the amount of cash transferred from indebtedness secured thereby shall have been assumed by such Subsidiary party or is nonrecourse to the Borrower; for so long as credit of such cash transferred from such Subsidiary remains an asset of the Borrowerparty.