Common use of Permitted Indebtedness Clause in Contracts

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "Permitted Indebtedness"): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $75,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall have been reserved; (vi) borrowings incurred in the ordinary course of business and not exceeding $10,000 individually or in the aggregate outstanding at any one time, provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; and (vii)

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "Permitted Indebtedness"): (ia) Indebtedness under to Agent, Issuing Bank and Lenders in connection with the Revolving Credit and Letters of Credit or otherwise pursuant to the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $75,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (vb) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case payables incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall have been reserved’s or any Subsidiary Guarantor’s business; (vic) borrowings purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred by Borrower or any Subsidiary Guarantor to finance the purchase of fixed assets; provided that, (i) such Indebtedness incurred in the ordinary course of business and any fiscal year shall not exceeding exceed $10,000 individually or in the aggregate outstanding at any one time, provided, however, that 1,000,000 (ii) such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all not exceed the purchase price of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; assets funded and (viiiii) no such Indebtedness may be refinanced for a principal amount in excess of the principal amount outstanding at the time of such refinancing; (d) Indebtedness existing on the Closing Date that is identified and described on Schedule “1.1(a)” attached hereto and made part hereof; (e) Subordinated Debt; (f) Indebtedness of a Fin 46 Entity which is non-recourse to Borrower or any Subsidiary Guarantor; (g) guarantees by Borrower of Indebtedness of a Subsidiary Guarantor so long as such Indebtedness of such Subsidiary Guarantor constitutes Permitted Indebtedness; (h) Indebtedness under Hedging Agreements; (i) upon and following the consummation of the Merger, Indebtedness of the Post-Merger Parent that is non-recourse to Borrower or any Subsidiary Guarantor, and (j) Indebtedness related to the Xxxx CDS.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "“Permitted Indebtedness"”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $75,000100,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basisbasis or secured by assets unrelated to the Collateral, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's ’s rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's ’s independent accountants shall have been reserved; and (vi) borrowings incurred in the ordinary course of business and not exceeding $10,000 100,000 individually or in the aggregate outstanding at any one time, provided, however, that such Indebtedness shall be on an unsecured basisbasis or secured by assets other than the Collateral, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's ’s rights pursuant to a subordination agreement in form and substance satisfactory to Lender; . Borrower shall not make prepayments on any existing or future Indebtedness to any Person other than to Lender or to the extent specifically permitted by this Agreement or any subsequent agreement between Borrower and (viiLender).

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "“Permitted Indebtedness"”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness thereof outstanding at any time shall not exceed $75,000500,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's ’s rights pursuant to a subordination agreement and in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due datedate (excluding accrued investigator fees), in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's ’s independent accountants shall have been reserved; and (vi) borrowings Indebtedness incurred in the ordinary course of business and not exceeding $10,000 50,000 individually or in the aggregate outstanding at any one time, ; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment . Borrower shall not make any prepayment on any existing or future Indebtedness for money borrowed to any Person other than to Lender or to the extent specifically permitted by this Agreement or any subsequent agreement between Borrower and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; and (vii).

Permitted Indebtedness. Borrower shall not create, incur, assume (a) Indebtedness to Lender in connection with the Revolving Credit or suffer otherwise pursuant to exist any Indebtedness, except the following Loan Documents; (collectively, "Permitted Indebtedness"): (ib) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v)Hedging Agreements, provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $75,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which Hedging Agreements are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall have been reserved; (vi) borrowings incurred entered into in the ordinary course of business and not exceeding $10,000 individually or for speculative purposes; (c) trade payables incurred in the aggregate outstanding at ordinary course of Borrower’s business including, without limitation, payables to credit card issuers; (d) purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred by Borrower to finance the purchase of fixed assets; provided that, (i) such Indebtedness incurred in any one timefiscal year shall not exceed $100,000.00, provided, however, that (ii) such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all not exceed the purchase price of the assets funded and (iii) no such Indebtedness may be refinanced for a principal amount in excess of the principal amount outstanding at the time of such refinancing, (e) Indebtedness to any Guarantor subordinated to the Obligations; (f) Indebtedness subordinated to the Obligations on terms and to all of Lender's rights pursuant to a subordination agreement in form and substance conditions satisfactory to Lender; and (viig) Indebtedness existing on the Closing Date that is identified and described on Schedule “1.1(a)” attached hereto and made part hereof.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "“Permitted Indebtedness"”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $75,000250,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's ’s rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 180 calendar days from the billing date or more than 30 60 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless (A) Borrower and such trade creditors have agreed on payment terms that permit longer time periods or (B) the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's ’s independent accountants shall have been reserved; (vi) borrowings incurred in the ordinary course of business and not exceeding $10,000 100,000 individually or in the aggregate outstanding at any one timetime (excluding trade payables in the ordinary course of business), provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's ’s rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (vii) Permitted Subordinated Debt; and (viiviii) any payments due and other reasonable costs contemplated under the Acquisition Agreement, as more fully described on Schedule 7.6 (“Permitted Acquisition Payments”), and not to exceed the amounts set forth on Schedule 7.6. Borrower shall not make prepayments on any existing or future Indebtedness to any Person other than to Lender or to the extent specifically permitted by this Agreement or any subsequent agreement between Borrower and Lender.

Permitted Indebtedness. Borrower Obligors shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "Permitted Indebtedness"): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $75,00050,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's Obligors' independent accountants shall have been reserved; (vi) borrowings incurred in the ordinary course of business and not exceeding $10,000 25,000 individually or in the aggregate outstanding at any one time, provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to LenderLender ; and (vii)) Permitted Subordinated Debt. Obligors shall not make prepayments on any existing or future Indebtedness to any Person other than (i) to Lender, (ii) to the extent permitted by the Subordination Agreement, or (iii) to the extent specifically permitted by this Agreement or any subsequent agreement between Obligors and Lender.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "“Permitted Indebtedness"”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness thereof outstanding at any time shall not exceed $75,000, 2,500,000 (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's ’s rights pursuant to a subordination agreement and in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 90 days from the due datedate through September 30, 2005, more than 75 days from the due date through December 31, 2005, and more than 60 days at all times thereafter, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's ’s independent accountants shall have been reserved; and (vi) borrowings incurred in the ordinary course of business and not exceeding $10,000 100,000 individually or $500,000 in the aggregate outstanding at any one time, ; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's ’s rights pursuant to a subordination agreement and in form and substance satisfactory to Lender; . Borrower shall not make prepayments on any existing or future Indebtedness to any Person other than to Lender or to the extent specifically permitted by this Agreement or any subsequent agreement between Borrower and (viiLender).

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "“Permitted Indebtedness"”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) the incurrence by Borrower of additional unsecured Indebtedness and letters of credit in an aggregate principal amount at any one time outstanding under this clause (iii) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of Borrower thereunder) not to exceed $10,000,000 plus the aggregate amount of all repayments, optional or mandatory, of the principal of any Indebtedness set forth on Schedule 7.2 (other than repayments that are concurrently reborrowed), (iv) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to that is secured by purchase money Liens permitted in connection with the purchase by Section 7.3(v)Borrower of equipment in the normal course of business, provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness thereof outstanding at any time shall not exceed $75,0001,000,000, (ivv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's ’s rights pursuant to a subordination agreement and in form and substance satisfactory to Lender; (vvi) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 one hundred twenty (120) calendar days from the billing date or more than 30 thirty (30) days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall have been reserved; (vi) borrowings incurred in the ordinary course of business and not exceeding $10,000 individually or in the aggregate outstanding at any one time, provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; and (vii)) any Permitted Refinancing Indebtedness.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "“Permitted Indebtedness"”): (ia) Indebtedness under the Loan Documents, (iib) any Indebtedness set forth on Schedule 7.2, 7.2 or arising after the date hereof pursuant to commitments set forth in Schedule 7.2 and any refunding or renewals thereof which do not increase the principal amount of such Indebtedness; (iiic) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v7.3(e); provided, provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness thereof outstanding at any time shall not exceed $75,0001,000,000, (ivd) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses liabilities (other than for borrowed money) which are not aged more than 120 calendar days from to the billing date or more than 30 days from the due date, in each case extent (i) incurred in the ordinary course of business consistent with past practices and paid within such time period(ii) discharged or satisfied at or before the due date for payment (subject to ordinary course payment practices), unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's ’s independent accountants shall have been reserved; , (vie) borrowings incurred in the ordinary course of business and business, (f) other indebtedness in an amount not exceeding $10,000 1,000,000 individually or in the aggregate outstanding at any one time; (g) indemnities under Government Contracts, (h) Subordinated Debt in an amount not to exceed $10,000,000 at any one time outstanding, (i) Indebtedness with respect to financed insurance premiums to the extent not past due, (j) Contingent Obligations undertaken by any Borrower with respect to the Indebtedness of any other Borrower, to the extent such Indebtedness is permitted hereunder as set forth on Schedule 7.2, (k) intercompany debt between or among Borrowers hereto and (l) reimbursement obligations with respect to letters of credit that are secured by cash collateral accounts, provided, however, that in each case under this Section 7.2, all such Indebtedness shall be on an unsecured basis, except for Permitted Liens relating to money borrowed which shall be subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's the Lenders’ rights pursuant to a subordination agreement in form and substance satisfactory to Lender; Agent. Borrower shall not make prepayments on any existing or future Indebtedness to any Person other than to Agent, for the benefit of Lenders, or to the extent specifically permitted by this Agreement or any subsequent agreement between Borrower, Agent and (vii)Lenders.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "“Permitted Indebtedness"”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date April 30, 2004 and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $75,000250,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex II.A. and Annex I.B.; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's ’s rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's ’s independent accountants shall have been reserved; (vi) borrowings Indebtedness incurred in the ordinary course of business and not exceeding $10,000 100,000 individually or in the aggregate outstanding at any one time, provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's ’s rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (vii) Permitted Subordinated Debt, and (vii)viii) Indebtedness consisting of unsecured Deferred Purchase Price Obligations. Borrower shall not make prepayments on any existing or future Indebtedness in excess of $100,000 to any Person other than to Lender or to the extent specifically permitted by this Agreement or any subsequent agreement between Borrower and Lender.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "Permitted IndebtednessPERMITTED INDEBTEDNESS"): (i) Indebtedness under the Loan Documents, (ii) Indebtedness under the Fuller Note as in effect on the Closing Date, (iii) any Indebtedness set forth on Schedule ox Xxxxdule 7.2, (iiiiv) Capitalized Lease Obligations (or other Indebtedness in favor of Equipment Lenders) and future obligations under operating leases incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations Obligations, Indebtedness to Equipment Lenders and future obligations under operating leases and purchase money indebtedness outstanding at any time shall not exceed $75,000590,000,000, (ivv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be he on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; and (vvi) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall have been reserved; (vi) borrowings incurred . Borrower shall not make prepayments on any existing or future Indebtedness to any Person other than to Lender or to the extent specifically permitted by this Agreement or any subsequent agreement between Borrower and Lender. In no event may Borrower make any payments in the ordinary course of business and not exceeding $10,000 individually or in the aggregate outstanding at any one time, provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all respect of the Obligations and to all Fuller Note or any Indebtedness set forth on Schedule 7.2 if at the time of Lender's rights pursuant to such xxxxxnt or after giving effect thereto there shall exist a subordination agreement in form and substance satisfactory to Lender; and (vii)Default or Event of Default.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "Permitted Indebtedness"): (i) Indebtedness under to Lender in connection with the Revolving Credit, the Term Loan or otherwise pursuant to the Loan Documents, ; (ii) any Indebtedness set forth on Schedule 7.2, under Hedging Agreements entered into for the sole purpose of hedging in the normal course of business and not for speculative purposes; (iii) purchase money Indebtedness (including Capitalized Lease Obligations Obligations) hereafter incurred after by any Borrower to finance the Closing Date and purchase of fixed assets; provided that, (a) such Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness outstanding at in any time fiscal year shall not exceed in the aggregate $75,000250,000, (b) such Indebtedness shall not exceed the purchase price of the assets funded and (c) no such Indebtedness may be refinanced for a principal amount in excess of the principal amount outstanding at the time of such refinancing, (iv) Indebtedness in connection with advances existing on the Closing Date that is identified and described on Schedule “1.1(a)” attached hereto and made by a stockholder in order to cure part hereof, including refinancing, replacement and renewals of such Indebtedness, provided that any default of refinancing shall not exceed the financial covenants set forth on Annex I; providedamount then outstanding, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case Indebtedness incurred in the ordinary course of business for surety bonds and paid within such time periodperformance bonds obtained in connection with workers’ compensation, unless the same are being contested in good faith unemployment insurance and by appropriate and lawful proceedings and such reservesother social security legislation, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall have been reserved; (vi) borrowings incurred Indebtedness representing deferred compensation or reimbursable expenses owed to officers, directors, employees or agents of any Borrower in the ordinary course of business and business, (vii) other unsecured Indebtedness, of a type not exceeding described above, not to exceed $10,000 individually or 500,000 in the aggregate outstanding at any one time, provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; time outstanding and (vii)viii) the ACI Obligations.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "Permitted IndebtednessPERMITTED INDEBTEDNESS"): (ia) Indebtedness under the Loan Documents, (iib) any Indebtedness set forth on Schedule 7.2, 7.2 or arising after the date hereof pursuant to commitments set forth in Schedule 7.2 and any refunding or renewals thereof which do not increase the principal amount of such Indebtedness; (iiic) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v7.3(e); provided, provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness thereof outstanding at any time shall not exceed $75,0001,000,000, (ivd) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses liabilities (other than for borrowed money) which are not aged more than 120 calendar days from to the billing date or more than 30 days from the due date, in each case extent (i) incurred in the ordinary course of business consistent with past practices and paid within such time period(ii) discharged or satisfied at or before the due date for payment (subject to ordinary course payment practices), unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall have been reserved; , (vie) borrowings incurred in the ordinary course of business and business, (f) other indebtedness in an amount not exceeding $10,000 1,000,000 individually or in the aggregate outstanding at any one time; (g) indemnities under Government Contracts, (h) Subordinated Debt in an amount not to exceed $10,000,000 at any one time outstanding, (i) Indebtedness with respect to financed insurance premiums to the extent not past due, (j) Contingent Obligations undertaken by any Borrower with respect to the Indebtedness of any other Borrower, to the extent such Indebtedness is permitted hereunder as set forth on Schedule 7.2, (k) intercompany debt between or among Borrowers hereto and (l) reimbursement obligations with respect to letters of credit that are secured by cash collateral accounts, provided, however, that in each case under this Section 7.2, all such Indebtedness (other than the Indebtedness constituted of reimbursement obligations with respect to the Existing Letters of Credit issued by Xxxxx Fargo Foothill) shall be on an unsecured basis, except for Permitted Liens relating to money borrowed which shall be subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's the Lenders' rights pursuant to a subordination agreement in form and substance satisfactory to Lender; Agent. Borrower shall not make prepayments on any existing or future Indebtedness to any Person other than to Agent, for the benefit of Lenders, or to the extent specifically permitted by this Agreement or any subsequent agreement between Borrower, Agent and (vii)Lenders.

Permitted Indebtedness. Borrower shall not create, incur, assume (a) Indebtedness to Lender in connection with the Revolving Credit or suffer otherwise pursuant to exist any Indebtedness, except the following Loan Documents; (collectively, "Permitted Indebtedness"): (ib) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v), an Other Interest Rate Hedging Instrument provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $75,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall have been reserved; (vi) borrowings incurred Other Interest Rate Hedging Instrument is entered into in the ordinary course of business and not exceeding $10,000 individually or in the aggregate outstanding at any one time, provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment for speculative purposes and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement is in form and substance satisfactory acceptable to Lender; (c) trade payables incurred in the ordinary course of Borrower’s business; (d) purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred by Borrower to finance the purchase of fixed assets; provided that, (i) such Indebtedness incurred in any fiscal year shall not exceed $500,000.00, (ii) such Indebtedness shall not exceed the purchase price of the assets funded and (viiiii) no such Indebtedness may be refinanced for a principal amount in excess of the principal amount outstanding at the time of such refinancing, (e) Indebtedness existing on the Closing Date that is identified and described on Schedule 1.1(a) attached hereto and made part hereof. Permitted Investments - (a) investments and advances existing on the Closing Date that are disclosed on Schedule 5.10(a), and (b) (i) obligations issued or guaranteed by the United States of America or any agency thereof, (ii) commercial paper with maturities of not more than 180 days and a published rating of not less than A-1 or P-1 (or the equivalent rating) by a nationally recognized investment rating agency, (iii) certificates of time deposit and bankers’ acceptances having maturities of not more than 180 days and repurchase agreements backed by United States government securities of a commercial bank if (A) such bank has a combined capital and surplus of at least $500,000,000, or (B) its debt obligations, or those of a holding company of which it is a Subsidiary, are rated not less than A (or the equivalent rating) by a nationally recognized investment rating agency, and (iv) U.S. money market funds that invest solely in obligations issued or guaranteed by the United States of America or an agency thereof. Permitted Liens - (a) Liens securing taxes, assessments or governmental charges or levies not delinquent; (b) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance, social security and other like laws; (c) Liens on fixed assets security purchase money Indebtedness permitted under Section 7.6; provided that, (i) such Lien attached to such assets concurrently, or within 20 days of the acquisition thereof, and only to the assets so acquired, and (ii) a description of the asset acquired is furnished to Lender; (d) Liens existing on the Closing Date and shown on Schedule 1.1(b) attached hereto and made part hereof and (e) Liens in favor of Lender securing the Obligations. Person - An individual, partnership, corporation, trust, limited liability company, limited liability partnership, unincorporated association or organization, joint venture or any other entity.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "Permitted Indebtedness"): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness thereof outstanding at any time shall not exceed $75,0002,500,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement and in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall have been reserved; (vi) borrowings incurred in the ordinary course of business and not exceeding $10,000 25,000 individually or in the aggregate outstanding at any one time, ; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement and in form and substance satisfactory to Lender; and (vii) Permitted Subordinated Debt which can be repaid with respect to any Foreign Subsidiary, unless prohibited by this Agreement or any other Loan Document. Borrower shall not make prepayments on any existing or future Indebtedness to any Person other than to Lender or to the extent specifically permitted by this Agreement or any subsequent agreement between Borrower and Lender).

Permitted Indebtedness. Borrower and its Subsidiaries shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "“Permitted Indebtedness"”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.27.2 of the Disclosure Letter, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v)) of the Disclosure Letter, provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness thereof outstanding at any time shall not exceed $75,000250,000 without the prior written consent of Lender, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's ’s rights pursuant to a subordination agreement and in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 60 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's ’s independent accountants shall have been reserved; (vi) obligations under reimbursement agreements (in form reasonably acceptable to Lender) with banks that issue letters of credit for the Borrower’s account not to exceed $1,000,000 at any time outstanding secured only by Liens in cash pledged to such banks; ;and (vii) borrowings incurred in the ordinary course of business and not exceeding $10,000 individually or in the aggregate outstanding at any one time, ; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's ’s rights pursuant to a subordination agreement and in form and substance satisfactory to Lender; . Borrower and (vii)its Subsidiaries shall not make prepayments on any existing or future Indebtedness to any Person other than to Lender or to the extent specifically permitted by this Agreement or any subsequent agreement between Borrower and Lender.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "“Permitted Indebtedness"”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and secured only by the equipment being leased pursuant to such Capitalized Lease Obligations; (iii) Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v)Liens, provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness thereof outstanding at any time shall not exceed $75,000350,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's ’s rights pursuant to a subordination agreement and in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall have been reservedexpenses; (vi) borrowings incurred in the ordinary course of business and not exceeding $10,000 5,000 individually or in the aggregate outstanding at any one time, ; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of the Lender's ’s rights pursuant to a subordination agreement and in form and substance satisfactory to Lender; (vii) Indebtedness identified on Schedule 7.2, (vii) Mezzanine Debt, (viii) Indebtedness incurred in connection with a Permitted Acquisition, including (A) Capital Leases existing at the closing of such Permitted Acquisition and assumed or retained by a Borrower or (B) unsecured and subordinated Indebtedness in favor of a seller issued in such Permitted Acquisition, so long as all of the consideration paid or incurred in connection with such Permitted Acquisition are in compliance with the consideration limitations set forth in the definition of “Permitted Acquisition”; (ix) Indebtedness consisting of the financing of insurance premiums arising in the ordinary course of business; (x) any other Indebtedness that Lender may expressly consent to in writing prior to its incurrence, which consent shall be in the sole discretion of Lender, and (vii)xi) any extension, renewal or replacement of any of the foregoing on terms and conditions that are, on the whole, no more onerous to Borrower than the terms and conditions applicable immediately before such extension, renewal or replacement, so long as (A) such Indebtedness is not increased above the amount outstanding immediately prior to giving effect to any such extension, renewal or replacement, and (B) to the extent that the Indebtedness be extended, renewed or replaced is subordinated debt, such extension, renewal or replacement continues to be subordinated to the Obligations pursuant to the applicable Subordination Agreement. Notwithstanding the foregoing, Borrower shall incur no Indebtedness if the incurrence of such Indebtedness will, directly or indirectly, cause a Default or an Event of Default under this Agreement. Borrower shall not make prepayments on an existing or future Indebtedness to any Person other than to Lender or to the extent specifically permitted by this Agreement or any subsequent agreement between Borrower and Lender.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "“Permitted Indebtedness"): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date April 30, 2004 and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $75,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's ’s rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's ’s independent accountants shall have been reserved; (vi) borrowings incurred in the ordinary course of business and not exceeding $10,000 individually or in the aggregate outstanding at any one time, provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's ’s rights pursuant to a subordination agreement in form and substance satisfactory to Lender; and (vii)) Permitted Subordinated Debt or Indebtedness to US Bioservices Corporation as permitted under the Joint Venture Dissolution Consent. Borrower shall not make prepayments on any existing or future Indebtedness in excess of $10,000 to any Person other than to Lender or to the extent specifically permitted by this Agreement or any subsequent agreement between Borrower and Lender.

Permitted Indebtedness. (a) Indebtedness to Lender in connection with the Revolving Credit, Term Loan and Letters of Credit or otherwise pursuant to the Loan Documents; (b) trade payables incurred in the ordinary course of Borrower’s business; (c) purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred by Borrower shall not createto finance the purchase of fixed assets; provided that, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "Permitted Indebtedness"): (i) the amount of such Indebtedness under incurred in any fiscal year shall not exceed Two Hundred Thousand Dollars ($200,000) in the Loan Documentsaggregate, (ii) any such Indebtedness set forth on Schedule 7.2, shall not exceed the purchase price of the assets funded and (iii) Capitalized Lease Obligations incurred after no such Indebtedness may be refinanced for a principal amount in excess of the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v), provided that principal amount outstanding at the aggregate amount time of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $75,000, refinancing; (ivd) Subordinated Debt; (e)endorsement of instruments or other payment items for deposit; (f) Indebtedness in connection with advances made by a stockholder in order to cure any default consisting of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an (i) unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case guarantees incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP to appeal bonds; and deemed adequate by (ii) unsecured guarantees of Indebtedness of any other Borrower's independent accountants shall , to the extent that the Borrower that is obligated under such guaranty could have been reservedincurred such underlying Indebtedness; (vig) borrowings Indebtedness incurred in the ordinary course of business under performance, surety, statutory, or appeal bonds; (h) Indebtedness owed to any Person providing property, casualty, liability, worker’s compensation, health, disability or other employee benefits insurance, or other insurance to any Borrower, so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Indebtedness is incurred and such Indebtedness is outstanding only during such year; (i) the incurrence by any Borrower of Indebtedness under Hedging Agreements that are incurred for the bona fide purpose of hedging the interest rate, commodity, or foreign currency risks associated with Borrowers’ operations and not exceeding for speculative purposes; (j) Indebtedness incurred in the ordinary course of business in respect of credit cards, credit card processing services, debit cards, or cash management services, provided that such Indebtedness shall not exceed Fifty Thousand Dollars ($10,000 individually or 50,000) in the aggregate outstanding at any one time, provided, however, that such ; (k) Indebtedness shall be on an unsecured basis, subordinated in right owed to Lender or any Affiliate of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; and (vii)l) unsecured Indebtedness owed by one Borrower to another. ​

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "Permitted Indebtedness"): (ia) Indebtedness of the Company under this ---------------------- Agreement and the Loan Documents, Notes; (iib) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after of the Closing Date and Indebtedness incurred pursuant Company in a principal amount not to purchase money Liens permitted by Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $75,000, 150,000 (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I"Basket Amount"); provided, however, that such Indebtedness during any -------- ------- period when the Company maintains Consolidated Tangible Net Worth of at least $1,650,000, the Basket Amount shall be on an unsecured basis, subordinated in right of repayment and remedies to all $300,000; (c) Indebtedness of the Obligations Company and its Subsidiaries with respect to all the endorsement of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than negotiable instruments for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case incurred collection in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall have been reservedbusiness; (vid) borrowings incurred in the ordinary course obligations of business the Company under the Affiliated Lease to make rental payments equal to the principal and not exceeding $10,000 individually interest payments due under the Secured Promissory Note, dated July 22, 1987 (the "Loan Note") from the Partnership to Shawmut Home Bank (as predecessor to Connecticut National Bank (the "Bank")), as amended by the Agreement, dated September 25, 1990, among the Company, the Partnership and the Bank, and under any extension, renewal, modification or in refinancing of the aggregate loan evidenced by the Loan Note, provided that the prinicipal amount outstanding at the time of any one timesuch extension, renewal, modification or refinancing is not increased; and (e) Intercompany Debt Obligations of the Company and each of its wholly owned Subsidiaries, provided, however, that the obligation of each -------- ------- obligor of such Indebtedness shall be on an unsecured basis, subordinated in right of repayment payment from and remedies after such time as the Notes shall become due and payable (whether at stated maturity, by acceleration or otherwise) to all the payment and performance of such Obligor's obligations under this Agreement and the Obligations Notes and the Board of Directors of such obligor shall have adopted resolutions giving effect to all the requirement of Lender's rights pursuant to a subordination agreement this proviso and such resolutions shall be in form full force and substance satisfactory to Lender; and (vii)effect.

Permitted Indebtedness. No Borrower shall not create, incur, assume or suffer to exist any IndebtednessIndebtedness for Borrowed Money, except the following (collectively, "Permitted IndebtednessPERMITTED INDEBTEDNESS"): (ia) Indebtedness under the Loan Documents, ; (iib) guaranty Indebtedness under the Mezzanine Loan; (c) any Indebtedness set forth on Schedule 7.27.2 and any Indebtedness which refinances or replaces such Indebtedness to the extent such refinanced Indebtedness does not increase the total principal amount thereof, extend the maturity date, accelerate the amortization or is otherwise on terms and conditions which are not materially more onerous to the Borrowers (iii"PERMITTED REFINANCED INDEBTEDNESS"); (d) (i) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v)) and any Permitted Refinanced Indebtedness with respect thereto, provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness thereof outstanding at any time shall not exceed $75,000, 5,000,000; (ivii) Indebtedness on a non-recourse (other than customary carve-outs for non-recourse financings) basis to any assets of any Borrower or any Guarantor other than the asset or assets that are collateral securing such Indebtedness and which is secured by a Lien permitted pursuant to Section 7.3(v) and any Permitted Refinancing Indebtedness with respect thereto and (iii) Indebtedness incurred in connection with the Eureka Transaction; provided that the aggregate amount outstanding at any time under 7.2(d)(ii) plus 7.2(d)(iii) shall not exceed $30,000,000; (e) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of LenderAgent's rights pursuant to a subordination agreement and in form and substance reasonably satisfactory to LenderAgent; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall have been reserved; (vif) borrowings incurred in the ordinary course of business and not exceeding $10,000 10,000,000 individually or in the aggregate outstanding at any one time, ; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of LenderAgent's rights pursuant to a subordination agreement and in form and substance satisfactory to LenderAgent; (g) Indebtedness from time to time owing to any Borrower; (h) Indebtedness of any Borrower arising out of an Interest Rate Agreement entered into in the ordinary course of business; (i) Subordinated Debt, provided, however, the aggregate principal amount of Subordinated Debt (I) evidenced by the Indenture and the Indenture Notes and any Permitted Refinanced Indebtedness with respect thereto shall not exceed $106,761,608 and (vii)II) evidenced by the Bergen Note and any Permitted Refinanced Indebtedness with respect thereto shall not exceed $1,237,325.46, (j) Indebtedness constituting Priority Claims; (k) Indebtedness in respect of insurance premiums payable to the Insurance Subsidiary in an aggregate amount not to exceed $10,000,000 and (k) additional unsecured Indebtedness in the ordinary course of business in an aggregate amount not to exceed $2,000,000. Notwithstanding anything in this Section 7.2 or this Agreement to the contrary, the aggregate amount of Indebtedness for Borrowed Money of Borrowers on a Consolidated Basis, exclusive of the Obligations and the "Obligations" as such term is defined in the Revolving Loan B Agreement, shall not exceed $255,000,000 in the aggregate.

Permitted Indebtedness. No Borrower or Guarantor shall not create, incur, assume or suffer to exist (or permit any of its Subsidiaries to create, incur, assume or suffer to exist) any Indebtedness, except the following (collectively, "Permitted Indebtedness"): (i) Indebtedness under the Loan DocumentsDocuments and under the Pivotal Seller Notes in accordance with the is Agreement, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness thereof outstanding at any time shall not exceed $75,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement and in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 thirty (30) days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall have been reserved; and (vi) borrowings incurred in the ordinary course of business and not exceeding $10,000 individually or in the aggregate outstanding at any one time, ; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement and in form and substance satisfactory to Lender; and (vii)) the Permitted Subordinated or Deferred Debt. No Borrower or Guarantor shall make prepayments on any existing or future Indebtedness to any Person other than to Lender or to the extent specifically permitted by this Agreement or any subsequent agreement between any such Borrower or Guarantor and Lender.

Permitted Indebtedness. Borrower Guarantor shall not create, incur, assume or suffer to exist any IndebtednessIndebtedness for Borrowed Money, except the following (collectively, "Permitted IndebtednessPERMITTED INDEBTEDNESS"): (ia) Indebtedness under the Loan Documents or the Guarantor Revolving Credit Loan Documents, ; (iib) any Indebtedness set forth on Schedule 7.2SCHEDULE 5.3.2 and any Indebtedness which refinances or replaces such Indebtedness to the extent such refinanced Indebtedness does not increase the total principal amount thereof, extend the maturity date, accelerate the amortization or is otherwise on terms and conditions which are not materially more onerous to Guarantor (iii"PERMITTED REFINANCED INDEBTEDNESS"); (c) (i) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v)5.3.3(v) and any Permitted Refinanced Indebtedness with respect thereto, provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness thereof outstanding at any time shall not exceed $75,000, 5,000,000; (ivii) Indebtedness on a non-recourse (other than customary carve-outs for non-recourse financings) basis to any assets of Guarantor other than the asset or assets that are collateral securing such Indebtedness and which is secured by a Lien permitted pursuant to Section 5.3.3(v) and any Permitted Refinancing Indebtedness with respect thereto and (iii) Indebtedness incurred in connection with the Eureka Transaction; provided that the aggregate amount outstanding under at any time under Section 5.3.2(c)(ii) plus Section 5.3.2(c)(iii) shall not exceed $30,000,000; (d) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations Debt and to all of Lender's rights pursuant to a subordination agreement and in form and substance reasonably satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall have been reserved; (vie) borrowings incurred in the ordinary course of business and not exceeding $10,000 10,000,000 individually or in the aggregate outstanding at any one time, ; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations Debt and to all of Lender's rights pursuant to a subordination agreement and in form and substance satisfactory to Lender; (f) Subordinated Debt, provided, however, the aggregate principal amount of Subordinated Debt (i) evidenced by the Indenture and the Indenture Notes and any Permitted Refinanced Indebtedness with respect thereto shall not exceed $106,761,608, and (vii)ii) evidenced by the Bergen Note and any Permitted Refinanced Indebtedness with respect thereto shall not exceed $1,237,880, (i) Indebtedness constituting Priority Claims; (j) Indebtedness in respect of insurance premiums payable to the Insurance Subsidiary in an aggregate amount not to exceed $10,000,000 and (k) additional unsecured Indebtedness in the ordinary course of business in an aggregate amount not to exceed $2,000,000. Notwithstanding anything in this Section 5.3.2 or this Agreement to the contrary, the aggregate amount of Indebtedness for Borrowed Money of Guarantor on a Consolidated Basis, exclusive of the Obligations (as defined in the Revolving Loan Documents) shall not exceed $255,000,000 in the aggregate.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "Permitted IndebtednessPERMITTED INDEBTEDNESS"): (ia) Indebtedness under the Loan Documents, (iib) any Indebtedness set forth on Schedule 7.2, 7.2 or arising after the date hereof pursuant to commitments set forth in Schedule 7.2 and any refunding or renewals thereof which do not increase the principal amount of such Indebtedness; (iiic) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v7.3(e); provided, provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness thereof outstanding at any time shall not exceed $75,0001,000,000, (ivd) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses liabilities (other than for borrowed money) which are not aged more than 120 calendar days from to the billing date or more than 30 days from the due date, in each case extent (i) incurred in the ordinary course of business consistent with past practices and paid within such time period(ii) discharged or satisfied at or before the due date for payment (subject to ordinary course payment practices), unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall have been reserved; , (vie) borrowings incurred in the ordinary course of business and business, (f) other indebtedness in an amount not exceeding $10,000 1,000,000 individually or in the aggregate outstanding at any one time; (g) indemnities under Government Contracts, (h) Subordinated Debt in an amount not to exceed $10,000,000 at any one time outstanding, (i) Indebtedness with respect to financed insurance premiums to the extent not past due, (j) Contingent Obligations undertaken by any Borrower with respect to the Indebtedness of any other Borrower, to the extent such Indebtedness is permitted hereunder as set forth on Schedule 7.2, (k) intercompany debt between or among Borrowers hereto and (i) reimbursement obligations with respect to letters of credit that are secured by cash collateral accounts, provided, however, that in each case under this Section 7.2, all such Indebtedness shall be on an unsecured basis, except for Permitted Liens relating to money borrowed which shall be subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's the Lenders' rights pursuant to a subordination agreement in form and substance satisfactory to Lender; Agent. Borrower shall not make prepayments on any existing or future Indebtedness to any Person other than to Agent, for the benefit of Lenders, or to the extent specifically permitted by this Agreement or any subsequent agreement between Borrower, Agent and (vii)Lenders.

Permitted Indebtedness. No Borrower or Guarantor shall not create, incur, assume or suffer to exist (or permit any of its Subsidiaries to create, incur, assume or suffer to exist) any Indebtedness, except the following (collectively, "Permitted Indebtedness"): (i) Indebtedness under the Loan DocumentsDocuments and under the Pivotal Seller Notes in accordance with the is Agreement, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness thereof outstanding at any time shall not exceed $75,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement and in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 thirty (30) days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall have been reserved; and (vi) borrowings incurred in the ordinary course of business and not exceeding $10,000 individually or in the aggregate outstanding at any one time, ; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement and in form and substance satisfactory to Lender; and (vii)

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except Any of the following (collectively, "Permitted Indebtedness"): following: (i) Indebtedness under the Loan Documents, Obligations; (ii) any Indebtedness set forth (other than Obligations) existing as of the date of this Credit Agreement or as disclosed in the 2010 Annual Report or as otherwise disclosed on Schedule 7.2, 6.1 hereto but not any increase in the principal amounts thereof nor any renewals or refinancings thereof; (iii) Capitalized Lease Obligations incurred after Indebtedness for taxes, assessments or governmental charges to the Closing Date and Indebtedness incurred pursuant extent that payment therefore shall at the time not be required to purchase money Liens permitted by be made in accordance with Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $75,000, 5.4; (iv) Indebtedness current trade liabilities on open account for the purchase price of services, materials and supplies incurred by the Borrower or its Subsidiaries in connection with advances made by the ordinary course of business (not as a stockholder in order to cure any default result of the financial covenants set forth on Annex I; providedborrowing), however, that so long as all of such open account Indebtedness shall be promptly paid and discharged when due or in conformity with customary trade terms and practices, except for any such open account Indebtedness which is being contested in good faith by the Borrower or its Subsidiaries, as to which adequate reserves required by GAAP have been established and are being maintained and as to which no Lien has been placed on an unsecured basis, subordinated in right of repayment and remedies to all any property of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to LenderBorrower or its Subsidiaries; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case Indebtedness incurred in the ordinary course of business business, including asset securitization facilities and paid within letters of credit not issued under this Credit Agreement, and renewals and refinancings thereof, provided that such Indebtedness under this clause (v) does not exceed $20,000,000 in the aggregate at any time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall have been reservedoutstanding; (vi) borrowings incurred in Guarantees by the ordinary course Borrower of business Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary, provided that (i) the Indebtedness so Guaranteed is Permitted Indebtedness, (ii) Guarantees by the Borrower or any Subsidiary that is a Loan Party of Indebtedness of any Subsidiary that is not exceeding $10,000 individually or in the aggregate outstanding at any one time, provided, however, that such Indebtedness a Loan Party shall be on an unsecured basis, subject to Section 6.4 and (iii) Guarantees permitted under this clause (vi) shall be subordinated in right of repayment and remedies to all the Secured Obligations of the Obligations and applicable Subsidiary on the same terms as the Indebtedness so Guaranteed is subordinated to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lenderthe Secured Obligations; and (vii)) Indebtedness existing by and among the Borrower and its Subsidiaries as set forth in Schedule 3.18 annexed hereto or as otherwise disclosed in the 2010 Annual Report.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "“Permitted Indebtedness"”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $75,000250,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's ’s rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's ’s independent accountants shall have been reserved; (vi) borrowings incurred in the ordinary course of business and not exceeding $10,000 individually or in the aggregate outstanding at any one time, ; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's ’s rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (vii) intercompany Indebtedness among Borrowers only, provided that each Borrower remains Solvent after giving effect thereto; (viii) Permitted Subordinated Debt; and (viiix) financing of insurance premiums of Borrower which Indebtedness is unsecured and less than $2,500,000 at all times. Borrower shall not make prepayments on any existing or future Indebtedness to any Person other than to Lender or to the extent specifically permitted by this Agreement, the terms of any applicable Subordination Agreement or any subsequent agreement between Borrower and Lender).

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "The definition of “Permitted Indebtedness"): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by ” in Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $75,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default 1.1 of the financial covenants set forth on Annex ICredit Agreement is hereby amended by (a) deleting “$50,000,000” from clause (w) thereof and replacing it with “the Term Loan Debt Amount”, and (b) deleting the comma appearing at the end of clause (p) thereof and replacing it with following: “; provided, however, that for purposes of Refinancing Indebtedness pursuant to this clause (p): (x) to the extent the Borrowers determine to xxxxx x Xxxx to the holders of such Refinancing Indebtedness, (A) clause (h) of the definition of Refinancing Indebtedness shall not apply, (B) the Lien securing such Refinancing Indebtedness shall have a priority junior to the Lien securing the Obligations and (C) such Refinancing Indebtedness shall be on subject to an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination intercreditor agreement in form and substance satisfactory to Lender; the Agent and the Required Lenders in their sole discretion (v) accounts payable it being understood that such intercreditor agreement shall include a provision that results in all payments on account of such Refinancing Indebtedness being “last out” or subject to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from turnover to the billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within Lenders until such time period, unless as the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall Obligations have been reserved; (vi) borrowings incurred paid in the ordinary course of business and not exceeding $10,000 individually or full in the aggregate outstanding at any one time, provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lendercash; and (vii)y) to the extent the Borrowers determine not to xxxxx x Xxxx to the holders of such Indebtedness, the Refinancing Indebtedness shall have a cash interest expense that is less than or equal to the cash interest expense of the Indebtedness being refinanced; together with reasonably detailed supporting calculations, as to the satisfaction clauses (x) and (y) of the immediately preceding proviso.”

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "Permitted Indebtedness"): (ia) Indebtedness under to Agent, Issuing Bank and Lenders in connection with the Revolving Credit and Letters of Credit or otherwise pursuant to the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $75,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (vb) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case payables incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall have been reserved’s or any Subsidiary Guarantor’s business; (vic) borrowings purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred by Borrower or any Subsidiary Guarantor to finance the purchase of fixed assets; provided that, (i) such Indebtedness incurred in the ordinary course of business and any fiscal year shall not exceeding exceed $10,000 individually or in the aggregate outstanding at any one time, provided, however, that 1,000,000 (ii) such Indebtedness shall not exceed the purchase price of the assets funded and (iii) no such Indebtedness may be refinanced for a principal amount in excess of the principal amount outstanding at the time of such refinancing; (d) Indebtedness existing on an unsecured basisthe Closing Date that is identified and described on Schedule “1.1(a)” attached hereto and made part hereof; (e) Subordinated Debt; (f) Indebtedness of a Fin 46 Entity which is non-recourse to Borrower or any Subsidiary Guarantor; (g) guarantees by Borrower of Indebtedness of a Subsidiary Guarantor so long as such Indebtedness of such Subsidiary Guarantor constitutes Permitted Indebtedness; (h) Indebtedness under Hedging Agreements; (i) Indebtedness of the Post-Merger Parent that is non-recourse to Borrower or any Subsidiary Guarantor, subordinated in right (j) Indebtedness of repayment Xxxxx Securities Funding that is non-recourse to Borrower or any other Subsidiary Guarantor and remedies (k) Indebtedness related to the Xxxx CDS. Subsidiary Guarantor – Alesco Collateral Holdings I, L.P., Alesco Funding, LLC, Alesco Holdings, Ltd., Alesco Loan Holdings, LLC, Alesco Loan Holdings Trust, Alesco TPS Holdings, LLC, Alesco Warehouse Conduit, LLC, Brigadier Capital Management, LLC, Brigadier GP, LLC, XXXX ECM, LLC, Xxxxx & Compagnie, Xxxxx & Company Funding, LLC, Xxxxx & Company Management, LLC, Xxxxx & Company Ventures, LLC, Xxxxx Asia Investments, Ltd., Xxxxx Bros. Acquisitions, Xxxxx Securities Funding LLC (formerly known as Alesco Securities, LLC), Dekania Capital Management, LLC, Dekania Investors, LLC, EuroDekania Management Limited, Strategos Capital Management, LLC, Sunset Financial Holdings, LLC, Sunset Funding, LLC, Sunset Holdings, Ltd., Sunset Investment Vehicle, LLC, Sunset Loan Holdings Trust, Sunset TPS Holdings, LLC, and any other Person who may hereafter guaranty, as surety, all of the Obligations Obligations. Notwithstanding inclusion of each of Xxxxx & Compagnie and EuroDekania Management Limited as a “Subsidiary Guarantor” hereunder, neither of Xxxxx & Compagnie or EuroDekania Management Limited shall be required to all of Lender's rights pursuant to a subordination agreement in form execute the Surety and substance satisfactory to Lender; and (vii)Guaranty Agreement or Guaranty Security Agreement.

Permitted Indebtedness. Borrower shall not createIndebtedness" means the following, incurwhether secured or unsecured, assume matured or suffer to exist any Indebtednessunmatured, except the following (collectivelyliquidated or unliquidated, "Permitted Indebtedness"): joint or several: (i) Indebtedness all obligations for borrowed money (including recourse and other obligations to repurchase accounts or chattel paper under factoring, receivables purchase or similar financing arrangement or for the Loan Documents, deferred purchase price of property or services); (ii) any Indebtedness set forth on Schedule 7.2, all obligations in respect of surety bonds and letters of credit; (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted all obligations evidenced by Section 7.3(v)notes, provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $75,000bonds, debentures or other similar instruments, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lendercapital lease obligations; (v) accounts payable all obligations or liabilities of others secured by a Lien on any asset of any of the Loan Parties, whether or not such obligation or liability is assumed; (vi) all obligations to trade creditors and current operating expenses pay the deferred purchase price of assets (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case trade payables incurred in the ordinary course of business and paid within repayable in accordance with customary trade practices); (vii) all guaranties of the obligations of another Person; and (viii) all obligations owing under Hedge Agreements (which amounts will be calculated based on the amount that would be payable by Borrowers if the Hedge Agreement were terminated on the date of determination). "Permitted Indebtedness" means (a) Indebtedness of Borrowers described on Schedule B; (b) purchase money indebtedness incurred in connection with the financing of the purchase by Borrowers of fixed assets (including capitalized leases), so long as, in each case, (i) no more than an aggregate principal amount of $1,000,000 of such time periodindebtedness is incurred between the Closing Date and December 31, unless 2014, (ii) no more than an aggregate principal amount of $2,000,000 of such indebtedness is incurred between the same Closing Date and December 31, 2015, (iii) the terms of such indebtedness, and the documentation delivered in connection therewith, are being contested in good faith form and by appropriate substance satisfactory to Lender in its Permitted Discretion, are and lawful proceedings (iv) any Liens securing any of such indebtedness shall secure only the fixed assets purchased (or, in the case of capitalized leases, leased) with the proceeds of such indebtedness; (c) Indebtedness of WESSCO under the BoK Facility existing as of the Closing Date (less any principal payments on account of the BoK Facility after the Closing Date); (d) the Hedge Agreement with The Bank of Kentucky as in existence on the Closing Date; (e) the Parent-WESSCO Note as in existence on the Closing Date and such reservesfully disclosed to the Lender, if any, so long as the Loan Parties comply with Section 5.12 with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall have been reservedthereto; (vif) borrowings additional unsecured Indebtedness or unsecured liabilities incurred in the ordinary course of business and not exceeding to exceed $10,000 individually or 500,000 in the aggregate outstanding at any one time, provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; and (vii)time outstanding.

Permitted Indebtedness. Borrower shall not create(a) Indebtedness to Lender in connection with the Revolving Credit, incur, assume and Letters of Credit or suffer otherwise pursuant to exist any Indebtedness, except the following Loan Documents; (collectively, "Permitted Indebtedness"): (ib) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v)Hedging Agreements, provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $75,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which Hedging Agreements are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall have been reserved; (vi) borrowings incurred entered into in the ordinary course of business and not exceeding $10,000 individually or for speculative purposes; (c) trade payables incurred in the aggregate outstanding at ordinary course of Borrower's business; (d) purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred by Borrower to finance the purchase of fixed assets; provided that, (i) such Indebtedness incurred in any one timefiscal year shall not exceed $250,000, provided, however, that (ii) such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all not exceed the purchase price of the Obligations assets funded and (iii) no such Indebtedness may be refinanced for a principal amount in excess of the principal amount outstanding at the time of such refinancing; (e) Indebtedness existing on the Closing Date that is identified and described on Schedule 1.1(a) attached hereto and made part hereof, (f) Subordinated Debt and (g) secured Indebtedness of Qualytextil, S.A. not to all exceed $5,000,000, in the aggregate. Permitted Investments - (a) investments and advances existing on the Closing Date that are disclosed on Schedule 5.10(a), (b) (i) obligations issued or guaranteed by the United States of Lender's rights pursuant America or any agency thereof, (ii) commercial paper with maturities of not more than 180 days and a published rating of not less than A-1 or P-1 (or the equivalent rating) by a nationally recognized investment rating agency, (iii) certificates of time deposit and bankers’ acceptances having maturities of not more than 180 days and repurchase agreements backed by United States government securities of a commercial bank if (A) such bank has a combined capital and surplus of at least $500,000,000, or (B) its debt obligations, or those of a holding company of which it is a Subsidiary, are rated not less than A (or the equivalent rating) by a nationally recognized investment rating agency, (iv) U.S. money market funds that invest solely in obligations issued or guaranteed by the United States of America or an agency thereof; (c) additional loans and advances to, and equity investments in, the Non-Domestic Subsidiaries, made after July 31, 2009, not to exceed $7,500,000, in the aggregate, during the term of the Loans, subject to compliance with Section 6.17 hereof; (d) Permitted Acquisitions; (e) investments by any Material Non-Domestic Subsidiary which is a subordination agreement in form and substance satisfactory First-Tier Subsidiary to Lenderany other Material Non-Domestic Subsidiary, not to exceed $3,500,000 during the term of this Agreement; and (vii)f) investment-grade investments by any Material Non-Domestic Subsidiary made in the ordinary course of its business and in accordance with the Borrower’s guidelines and procedures.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "“Permitted Indebtedness"”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v), provided that the aggregate outstanding amount of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time incurred after the Closing Date shall not exceed $75,0001,000,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's ’s rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's ’s independent accountants shall have been reserved; (vi) borrowings incurred in the ordinary course of business and not exceeding $10,000 50,000 individually or in the aggregate outstanding at any one time, provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's ’s rights pursuant to a subordination agreement in form and substance satisfactory to Lender; and (vii)

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "“Permitted Indebtedness"”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date April 30, 2004 and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $75,000150,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's ’s rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's ’s independent accountants shall have been reserved; (vi) borrowings incurred in the ordinary course of business and not exceeding $10,000 individually or in the aggregate outstanding at any one time, provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's ’s rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (vii) Permitted Subordinated Debt or Indebtedness to US Bioservices Corporation evidenced by the US Bio Note as permitted under the Joint Venture Dissolution Consent and (vii)viii) Indebtedness consisting of unsecured Deferred Purchase Price Obligations not to exceed $250,000 outstanding at any time; provided, however, that the deposit of monies in escrow or the establishment of holdbacks for purchase price adjustments shall not be deemed to constitute security for such Indebtedness and the amount thereof shall not be included in the computation of the foregoing $250,000 allowance. Borrower shall not make prepayments on any existing or future Indebtedness in excess of $10,000 to any Person other than to Lender or to the extent specifically permitted by this Agreement or any subsequent agreement between Borrower and Lender.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "Permitted Indebtedness"): (i) Indebtedness under to Lender in connection with the Term Loan or otherwise pursuant to the Loan Documents, ; (ii) any Indebtedness set forth on Schedule 7.2, under Hedging Agreements entered into for the sole purpose of hedging in the normal course of business and not for speculative purposes; (iii) purchase money Indebtedness (including Capitalized Lease Obligations Obligations) hereafter incurred after by any Borrower to finance the Closing Date and purchase of fixed assets; provided that, (a) such Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness outstanding at in any time fiscal year shall not exceed in the aggregate $75,000250,000, (b) such Indebtedness shall not exceed the purchase price of the assets funded and (c) no such Indebtedness may be refinanced for a principal amount in excess of the principal amount outstanding at the time of such refinancing, (iv) Indebtedness in connection with advances existing on the Closing Date that is identified and described on Schedule “1.1(a)” attached hereto and made by a stockholder in order to cure part hereof, including refinancing, replacement and renewals of such Indebtedness, provided that any default of refinancing shall not exceed the financial covenants set forth on Annex I; providedamount then outstanding, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case Indebtedness incurred in the ordinary course of business for surety bonds and paid within such time periodperformance bonds obtained in connection with workers’ compensation, unless the same are being contested in good faith unemployment insurance and by appropriate and lawful proceedings and such reservesother social security legislation, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall have been reserved; (vi) borrowings incurred Indebtedness representing deferred compensation or reimbursable expenses owed to officers, directors, employees or agents of any Borrower in the ordinary course of business business, and (vii) other unsecured Indebtedness, of a type not exceeding described above, not to exceed $10,000 individually or 500,000 in the aggregate outstanding at any one time, provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; and (vii)time outstanding.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "Permitted Indebtedness"): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing ------------ Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness thereof outstanding at any -------------- time shall not exceed $75,000500,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an ------- -------- ------- unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement and in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due datedate (excluding accrued investigator fees), in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall have been reserved; and (vi) borrowings Indebtedness incurred in the ordinary course of business and not exceeding $10,000 50,000 individually or in the aggregate outstanding at any one time, ; provided, -------- however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; and (vii). -------

Permitted Indebtedness. Borrower Purchaser shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "“Permitted Indebtedness"”): (i) Indebtedness under the Loan Acquisition Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $75,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's Seller’s rights pursuant to a subordination agreement in form and substance satisfactory to LenderSeller; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's Purchaser’s independent accountants shall have been reserved; (vi) borrowings incurred in the ordinary course of business and not exceeding $10,000 40,000 individually or in the aggregate outstanding at any one time, provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's Seller’s rights pursuant to a subordination agreement in form and substance satisfactory to LenderSeller; and (vii)) Permitted Subordinated Debt and (viii) Indebtedness under the Credit Agreement. Purchaser shall not make prepayments on any existing or future Indebtedness to any Person other than (i) to Capital Source in accordance with the terms of the Credit Agreement, (ii) to Seller subject to the terms of the Master Subordination Agreement, or (iii) to the Debenture Holder subject to the terms of the Junior Subordination Agreement or (iv) to the extent specifically permitted by this Agreement or any subsequent agreement between Purchaser and Seller.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "Permitted IndebtednessPERMITTED INDEBTEDNESS"): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $75,0001,000,000 during the one year period from and after the date hereof and shall not exceed $1,500,000 during the two year period from and after the first anniversary of the date hereof, (iv) Indebtedness in connection with advances made by a stockholder or an Affiliate in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement and in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall have been reserved; (vi) ordinary course of business operating leases; (vii) Indebtedness for loans made to Borrower by Affiliates to be used in connection with the Stock Repurchase, provided, however, that any such loans shall provide only for interest payments during the Term and the interest rate shall be not more than five percent; (viii) Indebtedness in connection with any loans against the cash surrender value of key man life insurance policies; (ix) borrowings incurred in the ordinary course of business and not exceeding $10,000 25,000 individually or in the aggregate outstanding at any one time, ; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement and in form and substance satisfactory to Lender; , and (viix) any Indebtedness arising from or related to a catastrophic event, including, without limitation, fire or natural disaster. Borrower shall not make prepayments on any existing or future Indebtedness to any Person other than to Lender or to the extent specifically permitted by this Agreement or any subsequent agreement between Borrower and Lender in excess of $50,000 individually or $150,000 in the aggregate through the Term).

Permitted Indebtedness. Borrower Neither Obligor shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "“Permitted Indebtedness"”): (i) Indebtedness under the Loan Debenture Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $75,000150,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's Debenture Holder’s rights pursuant to a subordination agreement in form and substance satisfactory to LenderDebenture Holder; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's the Obligors’ independent accountants shall have been reserved; (vi) borrowings incurred in the ordinary course of business and not exceeding $10,000 80,000 individually or in the aggregate outstanding at any one time, provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's Debenture Holder’s rights pursuant to a subordination agreement in form and substance satisfactory to LenderDebenture Holder; (vii) Permitted Subordinated Debt and (vii)viii) Indebtedness under the Credit Agreement. Neither Obligor shall make prepayments on any existing or future Indebtedness to any Person other than (i) to Capital Source in accordance with the terms of the Credit Agreement, (ii) to Seller subject to the terms of the Master Subordination Agreement , or (iii) to the Debenture Holder subject to the terms of the Master Subordination Agreement and the Junior Subordination Agreement or (iv) to the extent specifically permitted by this Agreement.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "“Permitted Indebtedness"”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $75,00025,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's ’s rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's ’s independent accountants shall have been reserved; (vi) borrowings incurred in the ordinary course of business and not exceeding $10,000 individually or in the aggregate outstanding at any one time, provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's ’s rights pursuant to a subordination agreement in form and substance satisfactory to Lender; and (vii)

Permitted Indebtedness. Borrower shall not create(a) Directly or indirectly, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "Permitted Indebtedness"): (i) Indebtedness under the Loan Documents, (ii) Incur any Indebtedness set forth on Schedule 7.2, (iiiincluding Acquired Indebtedness) Capitalized Lease Obligations incurred after the Closing Date or issue any shares of Disqualified Stock and Indebtedness incurred pursuant Holdings will not permit any of its Restricted Subsidiaries to purchase money Liens permitted by Section 7.3(v), provided that the aggregate amount issue any shares of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $75,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex IPreferred Stock; provided, however, that such Holdings and any Restricted Subsidiary may Incur Indebtedness shall be on an unsecured basis, subordinated in right (including Acquired Indebtedness) or issue shares of repayment Disqualified Stock and remedies to all any Restricted Subsidiary may issue shares -156- of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due datePreferred Stock, in each case incurred in if the ordinary course Fixed Asset Fixed Charge Coverage Ratio of business Parent and paid within its Restricted Subsidiaries on a consolidated basis for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such time additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reservesfurther, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall have been reserved; (vi) borrowings incurred in the ordinary course of business and not exceeding $10,000 individually or in that the aggregate outstanding amount of Indebtedness (including Acquired Indebtedness) that may be Incurred and Disqualified Stock or Preferred Stock that may be issued pursuant to the foregoing by Restricted Subsidiaries that are U.S. Domiciled Loan Parties shall not exceed the greater of (x) $130,000,000 and (y) 5.0% of Consolidated Total Assets at the time of Incurrence, at any one time, provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; and (vii)time outstanding.