PERMITTED INDEBTEDNESS shall definition

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PERMITTED INDEBTEDNESS shall mean: (i) Indebtedness maturing in less than one year and incurred in the ordinary course of business for raw materials, supplies, equipment, services, taxes or labor; (ii) Indebtedness secured by the Purchase Money Liens; (iii) Indebtedness of the Borrower which is subordinated to the prior payment and satisfaction of the Borrower's Obligations to Lenders Agent, CITBC and the Other Lenders by means of the Intercreditor Agreement; (iv) Indebtedness arising under this Financing Agreement; (v) deferred taxes and other expenses incurred in the ordinary course of business; (vi) other Indebtedness existing on the First Closing Date and listed in Schedule 1(c); (vii) Capital Leases, provided the amount thereof shall not exceed $5,000,000 in the aggregate outstanding at any one time; and (viii) Indebtedness of the Borrower under the Seller Note (Matt▇▇▇▇). PERSON shall mean and include an individual, a corporation, an association, a partnership, a trust estate, a government or any department or agency thereof. PROCEEDS shall mean "proceeds", as such term is defined in the UCC and, to the extent not included in such definition, shall include, without limitation, (a) any and all proceeds of any insurance, indemnity, warranty, guaranty or letter of credit payable to the Borrower, from time to time with respect to any of the Collateral, (b) all payments (in any form whatsoever) paid or payable to the Borrower from time to time in connection with any taking of all or any part of the Collateral by any governmental authority or any Person acting under color of governmental authority, (c) all judgments in favor of the Borrower in respect of the Collateral and (d) all other amounts from time to time paid or payable or received or receivable under or in connection with any of the Collateral.

PERMITTED INDEBTEDNESS shall mean: (a) current Indebtedness maturing in less than one year and incurred in the ordinary course of business for raw materials, supplies, equipment, services, taxes or labor; (b) the Indebtedness secured by the Purchase Money Liens; (c) Subordinated Debt; (d) deferred taxes and other expenses incurred in the ordinary course of business; (e) other Indebtedness existing on the date of execution of this Agreement and listed in the most recent financial statement delivered to Agent or otherwise disclosed to Agent in writing prior to the Closing Date; (f) Indebtedness for Capital Leases and Capital Expenditures permitted pursuant to SECTION 9.4.11 hereof; (g) the replacement, refinancing or renewal of any of the above so long as the principal amount of such Indebtedness is not increased; and (h) other Indebtedness in an aggregate amount not exceeding at any time $250,000.

More Definitions of PERMITTED INDEBTEDNESS shall

PERMITTED INDEBTEDNESS shall mean: (a) current Indebtedness maturing in less than one year and incurred in the ordinary course of business for raw materials, supplies, equipment, services, Taxes or labor; (b) the Indebtedness secured by Purchase Money Liens; (c) Subordinated Debt; (d) Indebtedness arising under this Financing Agreement; (e) deferred Taxes and other expenses incurred in the ordinary course of business; and (f) other Indebtedness existing on the date of execution of this Financing Agreement and listed in the most recent financial statement delivered to CIT or otherwise disclosed to CIT in writing prior to the Closing Date. PROMISSORY NOTES shall mean the note, in the form of Exhibit A attached hereto, delivered by the Company to CIT to evidence the Term Loan pursuant to, and repayable in accordance with, the provisions of Section 4 of this Financing Agreement, and the note, in the form of Exhibit B attached hereto, delivered by the Company to CIT to evidence the Bridge Loan pursuant to, and repayable in accordance with, the provisions of Section 5 of this Financing Agreement.

PERMITTED INDEBTEDNESS shall mean: (A) current Indebtedness maturing in less than one year and incurred in the ordinary course of business for raw materials, supplies, equipment, services, Taxes or labor; (B) the Indebtedness secured by Purchase Money Liens; (C) Indebtedness arising under this Financing Agreement; (D) deferred Taxes and other expenses incurred in the ordinary course of business; (E) other Indebtedness existing on the date of execution of this Financing Agreement and listed in the most recent financial statement delivered to CIT or otherwise disclosed to CIT in writing prior to the Closing Date; (F) other Indebtedness up to $100,000 in the aggregate outstanding at any time; and (G) other Indebtedness in excess of $100,000 in the aggregate provided that the Company has provided written notice to CIT not less than ten (10) Business Days prior to the incurrence of such Indebtedness.

PERMITTED INDEBTEDNESS shall mean: (a) current Indebtedness maturing in less than one year and incurred in the ordinary course of business for raw materials, supplies, equipment, services, Taxes or labor; (b) the Indebtedness secured by Purchase Money Liens; (c) Subordinated Debt; (d) Indebtedness arising under Letters of Credit and this Financing Agreement; (e) deferred Taxes and other expenses (including unsecured Indebtedness in respect of reimbursement obligations incurred in connection with surety and appeal bonds, performance bonds and other similar obligations relating to the operation of the Real Estate in accordance with the terms of this Agreement) incurred in the ordinary course of business; (f) other Indebtedness existing on the date of execution of this Financing Agreement and listed in the most recent financial statement delivered to the Agent and the Lenders or otherwise disclosed to the Agent and the Lenders in writing prior to the Closing Date;

PERMITTED INDEBTEDNESS shall mean: (a) indebtedness incurred under the ---------------------- Master Lease Agreement dated as of November 17, 1998 between the Borrower and the Lender, (b) indebtedness under this Agreement and the other Loan Documents, (c) trade or other similar indebtedness incurred in the ordinary course of business (but not for borrowed money), (i) not more than 90 days past due, or (ii) being contested in good faith and by appropriate proceedings, (d) contingent liabilities permitted pursuant to Section 5.17, (e) indebtedness in an amount up to $3,000,000.00 for new equipment purchases, to the extent that such indebtedness is secured by specific items of equipment financed, and (f) other indebtedness not secured by any assets of the Borrower provided such indebtedness shall not be paid until any and all indebtedness of Lender has been paid. Permitted Liens shall mean such of the following as to which no --------------- enforcement, collection, execution, levy, or foreclosure proceeding shall have been commenced: (a) liens for taxes, assessments, and other governmental charges or levies or the claims or demands of landlords, carriers, warehousemen, mechanics, laborers, materialmen, and other like Persons arising by operation of law in the ordinary course of business for sums which are not yet due and payable, or liens which are being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves are maintained to the extent required by GAAP; (b) deposits or pledges to secure the payment of worker's compensation, unemployment insurance, or other social security benefits or obligations, public or statutory obligations, surety or appeal bonds, bid or performance bonds, or other obligations of a like nature incurred in the ordinary course of business; (c) licenses, restrictions, or covenants for or on the use of the Collateral arising in the ordinary course of business or which do not materially impair either the use of the Collateral in the operation of the business of the Borrower or the value of the Collateral; (d) attachment or judgment liens so long as an appeal or proceeding for review is being diligently prosecuted in good faith and reserves, bonds or other security established or provided and all such security and efforts of Borrower are acceptable to Lender and sufficient evidence of such security has been provided to Lender or are fully covered by insurance; and (e) a lien on any item of equipment created su...

PERMITTED INDEBTEDNESS shall mean: i) current Indebtedness maturing in less than one year and incurred in the ordinary course of business for raw materials, supplies, equipment, services, taxes or labor; ii) Indebtedness secured by the Purchase Money Liens; iii) Indebtedness of the Companies which is subordinated to the prior payment and satisfaction of the Companies' Obligations to CITBC by means of a subordination agreement in form and substance satisfactory to CITBC; iv) Indebtedness arising under the Letters of Credit and this Financing Agreement; v) deferred taxes and other expenses incurred in the ordinary course of business; vi) the Subordinated Debt; vii) other Indebtedness existing on the date of execution of this Financing Agreement and listed in the most recent financial statement delivered to CITBC or otherwise disclosed to CITBC in writing prior to the Closing Date; and viii) any restructuring or refinancing of the foregoing (excluding Subordinated Debt or any Indebtedness in excess of $200,000 absent the prior written consent of CITBC), provided that any such restructuring or refinancing, shall not be on terms substantially less favorable to the Companies than the terms of such original Indebtedness and shall not be in excess of the original principal amount thereof.

PERMITTED INDEBTEDNESS shall mean: (i) current Indebtedness maturing in less than one year and incurred in the ordinary course of business for raw materials, supplies, equipment, services, taxes or labor; (ii) the indebtedness secured by the Purchase Money Liens; (iii) Indebtedness of the Parent and any direct or indirect Subsidiary which is subordinated to the prior payment and satisfaction of the Companies' Obligations to the Agent by means of a subordination agreement in form and substance satisfactory to the Agent; (iv) Indebtedness arising under the Letters of Credit and this Agreement; (v) deferred taxes and other expenses incurred in the ordinary course of business; (vi) the indebtedness in the original principal amount not to exceed $2,000,000, the proceeds of which are used to finance the acquisition of real property and a building located at Sarasota, Florida; (vii) other indebtedness existing on the date of execution of this Agreement and listed in the most recent financial statement delivered to the Agent or otherwise disclosed to the Agent in writing prior to the Closing Date. PERSON shall mean an individual, entity or tribunal. PLEDGE AGREEMENT shall have the meaning ascribed to it in Section 2(j). PREPAYMENT PREMIUM shall mean the amount due the Agent by the Companies upon a voluntary prepayment, in whole or in part, of the Term Loans, determined by multiplying the amount so prepaid by (i) three percent (3%) if the prepayment is prior to the First Anniversary Date; (ii) two percent (2%) if the prepayment is on or after the First Anniversary Date but prior to the Second Anniversary Date; and (iii) one percent (1%) if the prepayment is on or after the Second Anniversary Date PROMISSORY NOTE shall mean the notes, in the forms of Exhibits A, B and C attached hereto, delivered by the Companies to the Agent to evidence the Term Loans pursuant to, and repayable in accordance with, the provisions of Section 4 and the Revolving Loans pursuant to Section 3 of this Agreement.

PERMITTED INDEBTEDNESS shall mean: (i) current indebtedness ---------------------- maturing in less than one year and incurred in the ordinary course of business for raw materials, supplies, equipment, services, taxes or labor; (ii) the indebtedness secured by the Purchase Money Liens; (iii) indebtedness under Capital Leases permitted by Section 7.11, (iv) Subordinated Debt; (v) indebtedness arising under the Letters of Credit and this Financing Agreement; (vi) deferred taxes and other expenses incurred in the ordinary course of business; (vii) other indebtedness existing on the date of execution of this Financing Agreement and listed on Exhibit E hereto and made a part hereof; and (viii) indebtedness, the terms and conditions of which have been approved by the Required Lenders.