Common use of Permitted Indebtedness Clause in Contracts

Permitted Indebtedness. (a) Indebtedness to Agent, Issuing Bank and Lenders in connection with the Revolving Credit and Letters of Credit or otherwise pursuant to the Loan Documents; (b) trade payables incurred in the ordinary course of Borrower’s or any Subsidiary Guarantor’s business; (c) 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 any fiscal year shall not exceed $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 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 (acollectively, "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 Agentpurchase money Liens permitted by Section 7.3(v), Issuing Bank provided that the aggregate amount of such Capitalized Lease Obligations and Lenders 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 Revolving Credit financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and Letters remedies to all of Credit or otherwise the Obligations and to all of Lender's rights pursuant to the Loan Documentsa subordination agreement in form and substance satisfactory to Lender; (bv) accounts payable to trade payables 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 or any Subsidiary Guarantor’s business's independent accountants shall have been reserved; (cvi) 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 borrowings incurred in the ordinary course of business and not exceeding $10,000 individually or in the aggregate outstanding at any fiscal year shall not exceed $1,000,000 (ii) one time, provided, however, that such Indebtedness shall not exceed the purchase price be on an unsecured basis, subordinated in right of repayment and remedies to all of the assets funded Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; 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 the Closing Date that is identified and described on Schedule “1.1(avii)” 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"): (a) Indebtedness to Agent, Issuing Bank and Lenders in connection with the Revolving Credit and Letters of Credit or otherwise pursuant to under the Loan Documents; , (b) trade payables any Indebtedness set forth on Schedule 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; (c) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(e); provided, that the aggregate amount thereof outstanding at any time shall not exceed $1,000,000, (d) current liabilities (other than for borrowed money) to the extent (i) incurred in the ordinary course of business consistent with past practices and (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, (e) borrowings incurred in the ordinary course of business, (f) other indebtedness in an amount not exceeding $1,000,000 individually or in the aggregate outstanding at any Subsidiary Guarantor’s businessone time; (cg) purchase money Indebtedness indemnities under Government Contracts, (including Capitalized Lease Obligationsh) hereafter incurred by Borrower or Subordinated Debt in an amount not to exceed $10,000,000 at any Subsidiary Guarantor to finance the purchase of fixed assets; provided thatone time outstanding, (i) such Indebtedness incurred in any fiscal year shall with respect to financed insurance premiums to the extent not exceed $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 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 Mergerpast due, Indebtedness of the Post-Merger Parent that is non-recourse to Borrower or any Subsidiary Guarantor, and (j) Indebtedness related Contingent Obligations undertaken by any Borrower with respect to the Xxxx CDSIndebtedness 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 the Lenders' rights in form and substance satisfactory to 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 Lenders.

Permitted Indebtedness. Mortgage Notes. Senior Unsecured Notes. B1 Credit Agreement, dated as of [ ], 2009, between the Lender and the Borrower. Springing Guarantees (aas defined in the Partnership Agreement) Indebtedness Annex II to AgentC1 Credit Agreement ANNEX III PROMISSORY NOTE U.S. $200,000,000.00 [ ], Issuing Bank 2009 FOR VALUE RECEIVED, Enbridge Energy, Limited Partnership, a limited partnership organized under the laws of the state of Delaware, on behalf of the Series AC (the “Borrower”), hereby promises to pay to Enbridge Energy Partners, L.P. (the “Lender”), the principal sum of U.S. $200,000,000.00 or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower pursuant to the C1 Credit Agreement dated [ ], 2009 (as may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), in lawful money of the United States of America and Lenders in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of such Loans, in like money and funds, for the period commencing on the date of each such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. In addition to and cumulative of any payments required to be made against this Note pursuant to the Credit Agreement (but without duplication thereof), this Note, including all principal and accrued interest then unpaid, shall be due and payable on the Maturity Date. All payments under this Note shall be applied in the manner set forth in the Credit Agreement. The Borrower waives presentment, demand, notice of dishonor, protest and all other demands and notices in connection with the Revolving Credit delivery, acceptance, performance, default or enforcement of this Note. No delay or omission on the part of the holder hereof in exercising any right hereunder shall operate as a waiver of such right or any other right under this Note. No waiver of any right shall be effective unless in writing and Letters signed by the holder, nor shall a waiver on one occasion be construed as a bar to or waiver of Credit any such right on any future occasion. The Borrower will pay on demand all costs of collection and legal fees paid or incurred by the holder in enforcing the obligations of the Borrower hereunder. This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to its choice of law principles. The Borrower hereby irrevocably authorizes the Lender to make (or cause to be made) appropriate notations on the grid attached to this Note (or any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal of, and the interest rate to the loans evidenced hereby. Such notations shall be conclusive and binding on the Borrower, absent manifest error; provided, however, that the failure of the Lender to make any such notations shall not limit or otherwise pursuant affect any obligations of the Borrower hereunder and under the Credit Agreement. Annex III to This Note is the promissory note referred to in the Credit Agreement and is subject to the Loan Documents; (b) trade payables incurred terms, conditions and provisions of the Credit Agreement including those respecting prepayments, all as provided in the ordinary course of Borrower’s or any Subsidiary Guarantor’s businessCredit Agreement and incorporated herein by reference with the same force and effect as if such terms, conditions and provisions were set forth herein. The Borrower has executed this Note for internal record keeping convenience; (c) purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred by Borrower or any Subsidiary Guarantor to finance the purchase of fixed assets; provided thathowever, (i) such Indebtedness incurred in any fiscal year shall not exceed $1,000,000 (ii) such Indebtedness shall not exceed the purchase price this Agreement is an obligation of the assets funded Partnership generally and (iii) no such Indebtedness may be refinanced for a principal amount in excess of each series of the principal amount outstanding at Partnership, to the time of such refinancing; (dextent provided in Section 3.4(c) 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 MergerPartnership Agreement, Indebtedness to which the Lender is a party. Date as of the Post-Merger Parent date first set forth above. ENBRIDGE ENERGY, LIMITED PARTNERSHIP, on behalf of the Series AC By: Enbridge Pipelines (Lakehead) L.L.C., its managing general partner By: Name: Title: Annex III to C1 Credit Agreement PROMISSORY NOTE Loans and Principal Payments Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Prepaid This Date Unpaid Principal Balance This Date Notation Made By Annex III to C1 Credit Agreement ANNEX IV FORM OF LOAN NOTICE Date: , To: Enbridge Energy Partners, L.P., as Lender Ladies and Gentlemen: Reference is made to that is non-recourse certain C1 Credit Agreement, dated as of [ ], 2009 (as amended, restated, extended, supplemented or otherwise modified in writing from time to Borrower time, the “Agreement;” the terms defined therein being used herein as therein defined), between Enbridge Energy, Limited Partnership, on behalf of the Series AC (the “Borrower”) and the Lender from time to time party thereto. The undersigned hereby requests (select one): ¨ A Borrowing of Loans ¨ A conversion or any Subsidiary Guarantor, and (j) Indebtedness related to the Xxxx CDS.continuation of Loans

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (acollectively, "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 Agentpurchase money Liens permitted by Section 7.3(v), Issuing Bank provided that the aggregate amount of Capitalized Lease Obligations outstanding at any time shall not exceed $1,000,000 during the one year period from and Lenders 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 Revolving Credit financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and Letters remedies to all of Credit or otherwise pursuant the Obligations and to the Loan Documentsall of Lender's rights and in form and substance satisfactory to Lender; (bv) accounts payable to trade payables 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 or any Subsidiary Guarantor’s business's independent accountants shall have been reserved; (cvi) purchase money 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; (including Capitalized Lease Obligationsviii) hereafter incurred by Borrower or Indebtedness in connection with any Subsidiary Guarantor to finance loans against the purchase cash surrender value of fixed assetskey man life insurance policies; provided that, (iix) such Indebtedness borrowings incurred in the ordinary course of business and not exceeding $25,000 individually or in the aggregate outstanding at any fiscal year shall not exceed $1,000,000 (ii) one time; provided, however, that such Indebtedness shall not exceed the purchase price be on an unsecured basis, subordinated in right of repayment and remedies to all of the assets funded Obligations and to all of Lender's rights and in form and substance satisfactory to Lender, and (iiix) no such any Indebtedness may be refinanced for arising from or related to a principal amount 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 principal amount outstanding at aggregate through the time of such refinancing; (d) Indebtedness existing on the Closing Date that is identified and described on Schedule “1.1(aTerm)” 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. No Borrower or Guarantor shall create, incur, assume or suffer to exist (aor 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 Documents 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 Agentpurchase money Liens permitted by Section 7.3(v), Issuing Bank and Lenders provided that the aggregate amount 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 Revolving Credit financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and Letters remedies to all of Credit or otherwise pursuant the Obligations and to the Loan Documentsall of Lender's rights and in form and substance satisfactory to Lender; (bv) accounts payable to trade payables 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 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 or any Subsidiary Guarantor’s business's independent accountants shall have been reserved; and (cvi) 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 borrowings incurred in the ordinary course of business and not exceeding $10,000 individually or in the aggregate outstanding at any fiscal year shall not exceed $1,000,000 (ii) one time; provided, however, that such Indebtedness shall not exceed the purchase price be on an unsecured basis, subordinated in right of repayment and remedies to all of the assets funded Obligations and to all of Lender's rights and in form and substance satisfactory to Lender; 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 the Closing Date that is identified and described on Schedule “1.1(avii)” 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 (acollectively, “Permitted Indebtedness"): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after April 30, 2004 and Indebtedness incurred pursuant to Agentpurchase money Liens permitted by Section 7.3(v), Issuing Bank provided that the aggregate amount of such Capitalized Lease Obligations and Lenders 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 Revolving Credit financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and Letters remedies to all of Credit or otherwise the Obligations and to all of Lender’s rights pursuant to the Loan Documentsa subordination agreement in form and substance satisfactory to Lender; (bv) accounts payable to trade payables 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 or any Subsidiary Guarantor’s businessindependent accountants shall have been reserved; (cvi) 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 borrowings incurred in the ordinary course of business and not exceeding $10,000 individually or in the aggregate outstanding at any fiscal year shall not exceed $1,000,000 (ii) one time, provided, however, that such Indebtedness shall not exceed the purchase price be on an unsecured basis, subordinated in right of repayment and remedies to all of the assets funded Obligations and to all of Lender’s rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (iiivii) no such Permitted Subordinated Debt or Indebtedness may be refinanced for a principal amount 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 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 extent specifically permitted by this Agreement or any Subsidiary Guarantor; (g) guarantees by subsequent agreement between 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 CDSLender.

Permitted Indebtedness. (a) Indebtedness to Agent, Issuing Bank and Lenders Lender in connection with the Revolving Credit 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 or any Subsidiary Guarantor’s business; (c) 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) the amount of such Indebtedness incurred in any fiscal year shall not exceed Two Hundred Thousand Dollars ($1,000,000 200,000) in the aggregate, (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 the Closing Date that is identified and described on Schedule “1.1(a)” attached hereto and made part hereofSubordinated Debt; (e) Subordinated Debte)endorsement of instruments or other payment items for deposit; (f) Indebtedness consisting of a Fin 46 Entity which (i) unsecured guarantees incurred in the ordinary course of business with respect to appeal bonds; and (ii) unsecured guarantees of Indebtedness of any other Borrower, to the extent that the Borrower that is non-recourse to Borrower or any Subsidiary Guarantorobligated under such guaranty could have incurred such underlying Indebtedness; (g) guarantees by Borrower Indebtedness incurred in the ordinary course of Indebtedness of a Subsidiary Guarantor so long as such Indebtedness of such Subsidiary Guarantor constitutes Permitted Indebtednessbusiness under performance, surety, statutory, or appeal bonds; (h) Indebtedness under Hedging Agreementsowed 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) upon 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 following the consummation of the Merger, Indebtedness of the Post-Merger Parent that is non-recourse to Borrower or any Subsidiary Guarantor, and not for speculative purposes; (j) Indebtedness related 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 ($50,000) in the aggregate at any one time; (k) Indebtedness owed to the Xxxx CDS.Lender or any Affiliate of Lender; and (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"): (a) Indebtedness to Agent, Issuing Bank and Lenders in connection with the Revolving Credit and Letters of Credit or otherwise pursuant to under the Loan Documents; , (b) trade payables any Indebtedness set forth on Schedule 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; (c) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(e); provided, that the aggregate amount thereof outstanding at any time shall not exceed $1,000,000, (d) current liabilities (other than for borrowed money) to the extent (i) incurred in the ordinary course of business consistent with past practices and (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, (e) borrowings incurred in the ordinary course of business, (f) other indebtedness in an amount not exceeding $1,000,000 individually or in the aggregate outstanding at any Subsidiary Guarantor’s businessone time; (cg) purchase money Indebtedness indemnities under Government Contracts, (including Capitalized Lease Obligationsh) hereafter incurred by Borrower or Subordinated Debt in an amount not to exceed $10,000,000 at any Subsidiary Guarantor to finance the purchase of fixed assets; provided thatone 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 incurred 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 any fiscal year shall not exceed $1,000,000 (ii) each case under this Section 7.2, all such Indebtedness shall not exceed the purchase price 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 assets funded Obligations and (iii) no such Indebtedness may be refinanced for a principal amount in excess to all of the principal amount outstanding at Lenders' rights in form and substance satisfactory to Agent. Borrower shall not make prepayments on any existing or future Indebtedness to any Person other than to Agent, for the time benefit of such refinancing; (d) Indebtedness existing on Lenders, or to 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 extent specifically permitted by this Agreement 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 subsequent agreement between Borrower, Agent 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 CDSLenders.

Permitted Indebtedness. (a) Indebtedness to Agent, Issuing Bank of the Company under this ---------------------- Agreement and Lenders in connection with the Revolving Credit and Letters of Credit or otherwise pursuant to the Loan DocumentsNotes; (b) trade payables incurred Indebtedness of the Company in a principal amount not to exceed $150,000 (the "Basket Amount"); provided, however, that during any -------- ------- period when the Company maintains Consolidated Tangible Net Worth of at least $1,650,000, the Basket Amount shall be $300,000; (c) Indebtedness of the Company and its Subsidiaries with respect to the endorsement of negotiable instruments for collection in the ordinary course of Borrower’s or any Subsidiary Guarantor’s business; (cd) 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 any fiscal year shall not exceed $1,000,000 (ii) such Indebtedness shall not exceed the purchase price obligations of the assets funded Company under the Affiliated Lease to make rental payments equal to the principal and interest payments due under the Secured Promissory Note, dated July 22, 1987 (iiithe "Loan Note") no such Indebtedness may be refinanced for a principal amount in excess 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 refinancing of the principal loan evidenced by the Loan Note, provided that the prinicipal amount outstanding at the time of any such refinancingextension, renewal, modification or refinancing is not increased; (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 Intercompany Debt Obligations of a Fin 46 Entity which is non-recourse to Borrower or any Subsidiary Guarantor; (g) guarantees by Borrower the Company and each of Indebtedness its wholly owned Subsidiaries, provided, however, that the obligation of a Subsidiary Guarantor so long as each -------- ------- obligor of such Indebtedness shall be subordinated in right of payment from and after such time as the Notes shall become due and payable (whether at stated maturity, by acceleration or otherwise) to the payment and performance of such Subsidiary Guarantor constitutes Permitted Indebtedness; (h) Indebtedness Obligor's obligations under Hedging Agreements; (i) upon this Agreement and following the consummation Notes and the Board of the Merger, Indebtedness Directors of the Post-Merger Parent that is non-recourse to Borrower or any Subsidiary Guarantor, and (j) Indebtedness related such obligor shall have adopted resolutions giving effect to the Xxxx CDSrequirement of this proviso and such resolutions shall be in full force and effect.

Permitted Indebtedness. For purposes of determining compliance with this Section 6.1, (ax) the outstanding principal amount of any Indebtedness shall be counted only once such that (without limitation) any obligation arising under any Guarantees or obligations with respect to Agent, Issuing Bank and Lenders in connection with the Revolving Credit and Letters letters of Credit or credit supporting Indebtedness otherwise pursuant to the Loan Documents; (b) trade payables incurred included in the ordinary course determination of such particular amount shall not be included and (y) except as provided above, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, including categories of Permitted Indebtedness and Section 6.1(a), Borrower’s , in its sole discretion, shall classify, and from time to time may reclassify, all or any Subsidiary Guarantor’s business; (c) purchase money portion of such item of Indebtedness (including Capitalized Lease Obligations) hereafter incurred and such Indebtedness need not be permitted solely by Borrower reference to one provision of this Section 6.1 but may be permitted in part by one such provision and in part by one or any Subsidiary Guarantor more other provisions of this Section 6.1. Notwithstanding anything to finance this Section 6.1 or in the purchase definition of fixed assets; provided that“Permitted Indebtedness”, (i) such no Indebtedness incurred shall be Incurred under any ABL Credit Agreement or the Solus Credit Agreement except pursuant to and in any fiscal year shall not exceed $1,000,000 compliance with clause (a) or clause (b)(ii), respectively, of the definition of “Permitted Indebtedness” and (ii) such Indebtedness no Solus Obligations shall be considered to be ABL Obligations and the Solus Credit Agreement shall not exceed be considered an ABL Credit Agreement. The accrual of interest, the purchase price accretion or amortization of original issue discount and the assets funded payment of interest on Indebtedness in the forms of additional Indebtedness or payment of dividends on Stock in the forms of additional shares of Stock with the same terms and (iii) no such Indebtedness may be refinanced for a principal amount changes in excess of the principal amount outstanding at due solely to the time result of such refinancing; (d) Indebtedness existing on fluctuations in the Closing Date that is identified and described on Schedule “1.1(a)” attached hereto and made part hereof; (e) Subordinated Debt; (f) Indebtedness exchange rates of a Fin 46 Entity which is non-recourse currencies will not be deemed to Borrower or any Subsidiary Guarantor; (g) guarantees by Borrower be an Incurrence of Indebtedness or issuance of a Subsidiary Guarantor so long as such Indebtedness Stock for purposes 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 CDSthis Section 6.1.

Permitted Indebtedness. (a) Indebtedness No Subsidiary will incur, create or permit to Agent, Issuing Bank exist indebtedness to any person or entity other than Pioneer and Lenders in connection with the Revolving Credit and Letters of Credit or otherwise pursuant to Banks except only the Loan Documents; (b) trade payables following permitted indebtedness incurred in the ordinary course of Borrowereach of such Subsidiary’s or any Subsidiary Guarantor’s business; respective business (cthe “Permitted Indebtedness”) (i) current trade payables not more than ninety (90) days past due, (ii) lease obligations for real estate, fixtures and equipment, (iii) purchase money Indebtedness obligations for capital expenditures, and (including Capitalized Lease Obligationsiv) hereafter Lending License Bonds permitted under this Agreement. The aggregate amount of all such Subsidiary Permitted Indebtedness, excluding real property lease obligations for each Subsidiary, shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate for all Subsidiaries at any time, provided, however, that the Lending License Bonds permitted hereunder shall not be included in the $250,000 aggregate limitation for Subsidiaries. Pioneer will not incur, create or permit to exist indebtedness to any Person other than the Banks except only the following permitted indebtedness incurred by Borrower or any Subsidiary Guarantor to finance in the purchase ordinary course of fixed assets; provided that, Pioneer’s business (the “Pioneer Permitted Indebtedness”) (i) current trade payables not more than ninety (90) days past due, (ii) lease obligations for real estate, fixtures and equipment, (iii) purchase money obligations for capital expenditures, and (iv) Lending License Bonds permitted under this Agreement. The aggregate amount of all such Indebtedness incurred in any fiscal year Pioneer Permitted Indebtedness, excluding real property lease obligations, shall not exceed Five Hundred Thousand Dollars ($1,000,000 (ii500,000) such Indebtedness in the aggregate for Pioneer at any time,” provided, however, that the Lending License Bonds permitted hereunder shall not exceed be included in the purchase price of the assets funded and (iii) no such Indebtedness may be refinanced $500,000 aggregate limitation 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 CDSPioneer.

Permitted Indebtedness. No Borrower shall create, incur, assume or suffer to exist any Indebtedness for Borrowed Money, except the following (collectively, "PERMITTED INDEBTEDNESS"): (a) Indebtedness to Agent, Issuing Bank and Lenders in connection with the Revolving Credit and Letters of Credit or otherwise pursuant to under the Loan Documents; (b) trade payables guaranty Indebtedness under the Mezzanine Loan; (c) any Indebtedness set forth on Schedule 7.2 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 ("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 thereof outstanding at any time shall not exceed $5,000,000; (ii) 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 Agent's rights and in form and substance reasonably satisfactory to Agent; (f) borrowings incurred in the ordinary course of Borrower’s business and not exceeding $10,000,000 individually or in the aggregate outstanding at any Subsidiary Guarantor’s businessone time; (c) purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred by Borrower or any Subsidiary Guarantor to finance the purchase of fixed assets; provided thatprovided, (i) such Indebtedness incurred in any fiscal year shall not exceed $1,000,000 (ii) however, that such Indebtedness shall not exceed the purchase price be on an unsecured basis, subordinated in right of repayment and remedies to all of the assets funded Obligations and (iii) no such Indebtedness may be refinanced for a principal amount to all of Agent's rights and in excess of the principal amount outstanding at the time of such refinancing; (d) Indebtedness existing on the Closing Date that is identified form 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 substance satisfactory to Borrower or any Subsidiary GuarantorAgent; (g) guarantees by Borrower of Indebtedness of a Subsidiary Guarantor so long as such Indebtedness of such Subsidiary Guarantor constitutes Permitted Indebtednessfrom time to time owing to any Borrower; (h) Indebtedness under Hedging Agreementsof any Borrower arising out of an Interest Rate Agreement entered into in the ordinary course of business; (i) upon Subordinated Debt, provided, however, the aggregate principal amount of Subordinated Debt (I) evidenced by the Indenture and following the consummation of Indenture Notes and any Permitted Refinanced Indebtedness with respect thereto shall not exceed $106,761,608 and (II) evidenced by the MergerBergen Note and any Permitted Refinanced Indebtedness with respect thereto shall not exceed $1,237,325.46, Indebtedness of the Post-Merger Parent that is non-recourse to Borrower or any Subsidiary Guarantor, and (j) Indebtedness related constituting Priority Claims; (k) Indebtedness in respect of insurance premiums payable to the Xxxx CDSInsurance 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. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (acollectively, “Permitted Indebtedness”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after April 30, 2004 and Indebtedness incurred pursuant to Agentpurchase money Liens permitted by Section 7.3(v), Issuing Bank provided that the aggregate amount of such Capitalized Lease Obligations and Lenders purchase money indebtedness outstanding at any time shall not exceed $250,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the Revolving Credit financial covenants set forth on Annex I.A. and Letters Annex I.B.; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of Credit or otherwise repayment and remedies to all of the Obligations and to all of Lender’s rights pursuant to the Loan Documentsa subordination agreement in form and substance satisfactory to Lender; (bv) accounts payable to trade payables 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 or any Subsidiary Guarantor’s businessindependent accountants shall have been reserved; (cvi) 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 not exceeding $100,000 individually or in the aggregate outstanding at any fiscal year shall not exceed $1,000,000 (ii) one time, provided, however, that such Indebtedness shall not exceed the purchase price be on an unsecured basis, subordinated in right of repayment and remedies to all of the assets funded Obligations and to all of Lender’s rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (vii) Permitted Subordinated Debt, and (iiiviii) no such Indebtedness may be refinanced for a principal amount 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 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 extent specifically permitted by this Agreement or any Subsidiary Guarantor; (g) guarantees by subsequent agreement between 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 CDSLender.

Permitted Indebtedness. (a) Directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock and Intermediate Holdings will not permit any of its Restricted Subsidiaries to Agentissue any shares of Preferred Stock; provided, Issuing Bank however, that Intermediate Holdings and Lenders any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in connection with each case if the Revolving Credit Term Loan Fixed Charge Coverage Ratio of Intermediate Holdings and Letters its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such 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 Credit the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or otherwise 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, further, that the aggregate 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 Documents; (b) trade payables incurred in the ordinary course of Borrower’s or any Subsidiary Guarantor’s business; (c) 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 any fiscal year shall not exceed $1,000,000 (ii) such Indebtedness Parties shall not exceed the purchase price greater of the assets funded (x) $100,000,000 and (iiiy) no such Indebtedness may be refinanced for a principal amount in excess 5.0% of the principal amount outstanding Consolidated Total Assets 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 Incurrence, at 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 CDSone time outstanding.

Permitted Indebtedness. No Borrower shall create, incur, assume or suffer to exist any Indebtedness for Borrowed Money, except the following (collectively, "PERMITTED INDEBTEDNESS"): (a) Indebtedness to Agent, Issuing Bank and Lenders in connection with the Revolving Credit and Letters of Credit or otherwise pursuant to under the Loan Documents; (b) trade payables the Senior Mortgage Loan; (c) any Indebtedness set forth on Schedule 7.2 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 ("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 thereof outstanding at any time shall not exceed $5,000,000; and (ii) 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; provided that the aggregate amount outstanding at any time 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 Agent's rights and in form and substance reasonably satisfactory to Agent; (f) borrowings incurred in the ordinary course of Borrower’s business and not exceeding $10,000,000 individually or in the aggregate outstanding at any Subsidiary Guarantor’s businessone time; (c) purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred by Borrower or any Subsidiary Guarantor to finance the purchase of fixed assets; provided thatprovided, (i) such Indebtedness incurred in any fiscal year shall not exceed $1,000,000 (ii) however, that such Indebtedness shall not exceed the purchase price be on an unsecured basis, subordinated in right of repayment and remedies to all of the assets funded Obligations and (iii) no such Indebtedness may be refinanced for a principal amount to all of Agent's rights and in excess of the principal amount outstanding at the time of such refinancing; (d) Indebtedness existing on the Closing Date that is identified form 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 substance satisfactory to Borrower or any Subsidiary GuarantorAgent; (g) guarantees by Borrower of Indebtedness of a Subsidiary Guarantor so long as such Indebtedness of such Subsidiary Guarantor constitutes Permitted Indebtednessfrom time to time owing to any Borrower; (h) Indebtedness under Hedging Agreementsof any Borrower arising out of an Interest Rate Agreement entered into in the ordinary course of business; (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 constituting Priority Claims; (j) Indebtedness related in respect of insurance premiums payable to the Xxxx CDSInsurance 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 A Agreement, shall not exceed $255,000,000 in the aggregate.

Permitted Indebtedness. (ai) Indebtedness to Agent, Issuing Bank and Lenders Lender in connection with the Revolving Credit and Letters of Credit Credit, the Term Loan or otherwise pursuant to the Loan Documents; (bii) trade payables incurred Indebtedness under Hedging Agreements entered into for the sole purpose of hedging in the ordinary normal course of Borrower’s or any Subsidiary Guarantor’s businessbusiness and not for speculative purposes; (ciii) purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred by any Borrower or any Subsidiary Guarantor to finance the purchase of fixed assets; provided that, (ia) such Indebtedness incurred in any fiscal year shall not exceed in the aggregate $1,000,000 250,000, (iib) such Indebtedness shall not exceed the purchase price of the assets funded and (iiic) no such Indebtedness may be refinanced for a principal amount in excess of the principal amount outstanding at the time of such refinancing; , (div) Indebtedness existing on the Closing Date that is identified and described on Schedule “1.1(a)” attached hereto and made part hereof; , including refinancing, replacement and renewals of such Indebtedness, provided that any refinancing shall not exceed the amount then outstanding, (e) Subordinated Debt; (fv) Indebtedness incurred in the ordinary course of business for surety bonds and performance bonds obtained in connection with workers’ compensation, unemployment insurance and other social security legislation, (vi) Indebtedness representing deferred compensation or reimbursable expenses owed to officers, directors, employees or agents of any Borrower in the ordinary course of business, (vii) other unsecured Indebtedness, of a Fin 46 Entity which is non-recourse type not described above, not to Borrower or exceed $500,000 in the aggregate at 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, time outstanding and (jviii) Indebtedness related to the Xxxx CDSACI Obligations.

Permitted Indebtedness. (a) Indebtedness to Agent, Issuing Bank and Lenders Lender in connection with the Revolving Credit Credit, and Letters of Credit or otherwise pursuant to the Loan Documents; (b) Indebtedness under Hedging Agreements, provided such Hedging Agreements are entered into in the ordinary course of business and not for speculative purposes; (c) trade payables incurred in the ordinary course of Borrower’s or any Subsidiary Guarantor’s 's business; (cd) 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 any fiscal year shall not exceed $1,000,000 250,000, (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; (de) 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 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 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) Subordinated Debtinvestments by any Material Non-Domestic Subsidiary which is a First-Tier Subsidiary to any other Material Non-Domestic Subsidiary, not to exceed $3,500,000 during the term of this Agreement; and (f) Indebtedness investment-grade investments by any Material Non-Domestic Subsidiary made in the ordinary course 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 its business and following in accordance with the consummation of the Merger, Indebtedness of the Post-Merger Parent that is non-recourse to Borrower or any Subsidiary Guarantor, Borrower’s guidelines and (j) Indebtedness related to the Xxxx CDSprocedures.

Permitted Indebtedness. For purposes of determining compliance with this Section 6.1, (x) the outstanding principal amount of any Indebtedness shall be counted only once such that (without limitation) any obligation arising under any Guarantees or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included and (y) except as provided above, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, including categories of Permitted Indebtedness and Section 6.1(a), Borrower, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Indebtedness and such Indebtedness need not be permitted solely by reference to one provision of this Section 6.1 but may be permitted in part by one such provision and in part by one or more other provisions of this Section 6.1. Notwithstanding anything to this Section 6.1 or in the definition of “Permitted Indebtedness”, no Indebtedness shall be Incurred under any ABL Credit Agreement or MSD Term Loan Agreement except pursuant to and in compliance with clause (a) or (n)(ii) of the definition of “Permitted Indebtedness”,. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Indebtedness to Agent, Issuing Bank and Lenders in connection the forms of additional Indebtedness or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the Revolving Credit same terms and Letters changes in the amount outstanding due solely to the result of Credit fluctuations in the exchange rates of currencies will not be deemed to be an Incurrence of Indebtedness or otherwise issuance of Capital Interests for purposes of this Section 6.1. Notwithstanding anything to the contrary herein, the maximum amount of Indebtedness that may be outstanding pursuant to this Section 6.1 will not be deemed exceeded due to the Loan Documents; (b) trade payables incurred results of fluctuations in exchange rates or currency values. For purposes of determining compliance with any U.S. dollar-denominated restriction on the ordinary course Incurrence of Borrower’s Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred. None of Borrower and Guarantors will Incur any Indebtedness that pursuant to its terms is subordinate or junior in right of payment to any Subsidiary Guarantor’s business; (c) purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred by Borrower or any Subsidiary Guarantor unless such Indebtedness is subordinated in right of payment to finance the purchase of fixed assetsObligations to at least the same extent; provided that, (i) such that Indebtedness incurred will not be considered subordinate or junior in right of payment to any fiscal year shall not exceed $1,000,000 (ii) such other Indebtedness shall not exceed the purchase price solely by virtue of the assets funded and (iii) no such Indebtedness may be refinanced for being unsecured or secured to 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 greater 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 lesser extent or any Subsidiary Guarantor, and (j) Indebtedness related to the Xxxx CDSwith greater or lower priority.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (acollectively, “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 Agenthave 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, Issuing Bank 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 Lenders Indebtedness that is secured by purchase money Liens in connection with the Revolving Credit purchase by Borrower of equipment in the normal course of business, provided that the aggregate amount thereof outstanding at any time shall not exceed $1,000,000, (v) 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 Letters remedies to all of Credit or otherwise pursuant the Obligations and to the Loan Documentsall of Lender’s rights and in form and substance satisfactory to Lender; (bvi) accounts payable to trade payables creditors and current operating expenses (other than for borrowed money) which are not aged more than one hundred twenty (120) calendar days from the billing date or more than thirty (30) days from the due date, in each case incurred in the ordinary course of Borrower’s or any Subsidiary Guarantor’s businessbusiness 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 shall have been reserved; (c) 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 any fiscal year shall not exceed $1,000,000 (ii) such Indebtedness shall not exceed the purchase price of the assets funded and (iiivii) 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 Refinancing 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. No Credit Party shall create, incur, assume or suffer to exist any Indebtedness, except the following (acollectively, “Permitted Indebtedness”), each category of which is cumulative to all other categories: (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2 to Agentthe Disclosure Schedule, Issuing Bank (iii) Capitalized Lease Obligations incurred after the Closing Date and Lenders 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 $250,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the Revolving Credit financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and Letters remedies to all of Credit or otherwise the Obligations and to all of Lender’s rights pursuant to the Loan Documentsa subordination agreement in form and substance reasonably satisfactory to Lender; (bv) accounts payable to trade payables 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 Borrower’s or any Subsidiary Guarantor’s businessbusiness 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 the Credit Parties’ independent accountants shall have been reserved; and (cvi) 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 borrowings incurred in the ordinary course of business and not exceeding $25,000 individually or in the aggregate outstanding at any fiscal year shall not exceed $1,000,000 (ii) one time, provided, however, that such Indebtedness shall not exceed the purchase price be on an unsecured basis, subordinated in right of repayment and remedies to all of the assets funded Obligations and to all of Lender’s rights pursuant to a subordination agreement in form and substance reasonably satisfactory to Lender; 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 the Closing Date that is identified and described on Schedule “1.1(avii)” 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. Obligors shall not create, incur, assume or suffer to exist any Indebtedness, except the following (acollectively, "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 Agentpurchase money Liens permitted by Section 7.3(v), Issuing Bank provided that the aggregate amount of such Capitalized Lease Obligations and Lenders purchase money indebtedness outstanding at any time shall not exceed $50,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the Revolving Credit financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and Letters remedies to all of Credit or otherwise the Obligations and to all of Lender's rights pursuant to the Loan Documentsa subordination agreement in form and substance satisfactory to Lender; (bv) accounts payable to trade payables 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 Borrower’s or any Subsidiary Guarantor’s businessbusiness 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 Obligors' independent accountants shall have been reserved; (cvi) purchase money borrowings incurred in the ordinary course of business and not exceeding $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 Lender ; and (including Capitalized Lease Obligationsvii) hereafter incurred by Borrower Permitted Subordinated Debt. Obligors shall not make prepayments on any existing or future Indebtedness to any Subsidiary Guarantor to finance the purchase of fixed assets; provided that, Person other than (i) such Indebtedness incurred in any fiscal year shall not exceed $1,000,000 to Lender, (ii) such Indebtedness shall not exceed to the purchase price of extent permitted by the assets funded and Subordination Agreement, or (iii) no such Indebtedness may be refinanced for a principal amount in excess of to 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 extent specifically permitted by this Agreement 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 subsequent agreement between Obligors 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 CDSLender.

Permitted Indebtedness. The Company will not and will not permit any of its Subsidiaries to create, incur, assume or suffer to exist any Indebtedness for borrowed money after the date of this Agreement except for (ai) the Obligations; (ii) the Senior Debt; (iii) Indebtedness to Agent, Issuing Bank and Lenders in connection with of the Revolving Credit and Letters of Credit or otherwise Company pursuant to the Loan DocumentsJunior Subordinated Note Purchase Agreement; (biv) Indebtedness of any Subsidiary of the Company to the Company; (v) accounts payable to trade payables creditors and current operating expenses (other than for Funded Debt) which are not aged more than 30 days from the due date, in each case incurred in the ordinary course of Borrower’s business and paid within such time period, unless the same are being actively contested in good faith and by appropriate and lawful proceedings and the Company or any such Subsidiary Guarantor’s shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by the Company or such Subsidiary and its independent accountants; (vi) obligations to pay Rentals permitted by Section 7.17; (vii) Permitted Purchase Money Indebtedness; (viii) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business; (cix) purchase money Indebtedness under Capitalized Leases listed on Schedule 7.2; (including Capitalized Lease Obligationsx) hereafter Indebtedness incurred by Borrower in connection with performance bonds, workmen’s compensation bonds or any Subsidiary Guarantor the like; (xi) Indebtedness under the leases of the Company’s manufacturing plants at 0000 Xxxxxx Xxx, Xxxxxx, Xxxxxx and at 000 Xxxx Xxxxxx X, Xxxxxx, Xxxxx; (xii) Indebtedness under the leases of real property at 0000 Xxxx xx Xxxxxx Xxxx, Xxxxxx, Xxxxxxxxxx, 0000 Xxxxxx 000 Xxxxxxx, Xxxxxxxxxx and 0000 Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxx; (xiii) Indebtedness under the Sale and Leaseback Documents; (xiv) Indebtedness incurred pursuant to finance the purchase of fixed assetsETI Subordinated Note; provided that, and (xv) Indebtedness not included in paragraphs (i) such Indebtedness incurred in any fiscal year shall through (xiv) above which does not exceed at any time, in the aggregate, the sum of $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 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 CDS1,000,000.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (acollectively, "PERMITTED 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 ox Xxxxdule 7.2, (iv) 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 Agentpurchase money Liens permitted by Section 7.3(v), Issuing Bank provided that the aggregate amount of such Capitalized Lease Obligations, Indebtedness to Equipment Lenders and Lenders future obligations under operating leases and purchase money indebtedness outstanding at any time shall not exceed 590,000,000, (v) Indebtedness in connection with advances made by a stockholder in order to cure any default of the Revolving Credit financial covenants set forth on Annex I; provided, however, that such Indebtedness shall he on an unsecured basis, subordinated in right of repayment and Letters remedies to all of Credit or otherwise the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; and (vi) 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 Loan Documents; (b) trade payables 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. 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 Subsidiary Guarantor’s business; (c) purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred by subsequent agreement between Borrower and Lender. In no event may Borrower make any payments in respect of the Fuller Note or any Subsidiary Guarantor to finance the purchase of fixed assets; provided that, (i) such Indebtedness incurred in any fiscal year shall not exceed $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 set forth on Schedule 7.2 if 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 xxxxxnt or after giving effect thereto there shall exist a Default or Event 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 CDSDefault.

Permitted Indebtedness. (a) Directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) other than Indebtedness in respect of the Obligations under this Agreement and the other Loan Documents, or issue any shares of Disqualified Stock and Holdings will not permit any of its Restricted Subsidiaries to Agentissue any shares of Preferred Stock; provided, Issuing Bank however, that Holdings and Lenders any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in connection with each case if the Revolving Credit Term LoanFixed Asset Fixed Charge Coverage Ratio of HoldingsParent and Letters 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 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 Credit the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or otherwise 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, further, that the aggregate 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 Documents; (b) trade payables incurred in the ordinary course of Borrower’s or any Subsidiary Guarantor’s business; (c) 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 any fiscal year shall not exceed $1,000,000 (ii) such Indebtedness Parties shall not exceed the purchase price greater of the assets funded (x) $125,000,000130,000,000 and (iiiy) no such Indebtedness may be refinanced for a principal amount in excess 5.0% of the principal amount outstanding Consolidated Total Assets 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 Incurrence, at 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 CDSone time outstanding.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (acollectively, “Permitted Indebtedness”): (i) Indebtedness under the Loan Documents, (ii) Capitalized Lease Obligations incurred after the Closing Date and secured only by the equipment being leased pursuant to Agentsuch Capitalized Lease Obligations; (iii) Indebtedness incurred pursuant to purchase money Liens, Issuing Bank and Lenders provided that the aggregate amount thereof outstanding at any time shall not exceed $350,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the Revolving Credit financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and Letters remedies to all of Credit or otherwise pursuant the Obligations and to the Loan Documentsall of Lender’s rights and in form and substance satisfactory to Lender; (bv) accounts payable to trade payables creditors and current operating expenses; (vi) borrowings incurred in the ordinary course of Borrowerbusiness and not exceeding $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 rights 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 any Subsidiary Guarantor’s 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; (cx) purchase money 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 (including Capitalized Lease Obligationsxi) hereafter incurred by 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 any Subsidiary Guarantor to finance the purchase of fixed assets; provided thatreplacement, so long as (iA) such Indebtedness incurred in any fiscal year shall is not exceed $1,000,000 (ii) such Indebtedness shall not exceed increased above 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 immediately prior to giving effect to any 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 extension, renewal 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 Guarantorreplacement, and (jB) Indebtedness related to the Xxxx CDSextent 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. (a) Directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock and Holdings will not permit any of its Restricted Subsidiaries to Agentissue any shares of Preferred Stock; provided, Issuing Bank however, that Holdings and Lenders any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares -156- of Preferred Stock, in connection with each case if the Revolving Credit Fixed Asset Fixed Charge Coverage Ratio of Parent and Letters 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 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 Credit the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or otherwise 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, further, that the aggregate 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 Documents; (b) trade payables incurred in the ordinary course of Borrower’s or any Subsidiary Guarantor’s business; (c) 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 any fiscal year shall not exceed $1,000,000 (ii) such Indebtedness Parties shall not exceed the purchase price greater of the assets funded (x) $130,000,000 and (iiiy) no such Indebtedness may be refinanced for a principal amount in excess 5.0% of the principal amount outstanding Consolidated Total Assets 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 Incurrence, at 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 CDSone time outstanding.

Permitted Indebtedness. 1.02.....Permitted Affiliate Transactions (avi) Indebtedness INDENTURE, dated as of September 29, 2000 among GB Property Funding Corp. (herein called the "Company"), GB Holdings, Inc. (herein called "Holdings") and Greate Bay Hotel and Casino, Inc. (herein called "GBHC", and, together with Holdings, herein called the "Guarantors"), each of which is a corporation duly organized and existing, in the case of the Company and Holdings, under the laws of the State of Delaware, and in the case of GBHC, under the laws of the State of New Jersey, and each having its principal office c/o Sands Hotel and Casino at Indiana Avenue & Brighton Park, Atlantic City, New Jersey 08401, and Xxxxx Fargo Bank Minnesota, National Association, Trustee (herein called the "Trustee"). The Company has duly authorized the creation of an issue of 11% First Mortgage Notes Due 2005 (herein called "First Mortgage Notes" or the "Securities"), of substantially the tenor and amount hereinafter set forth, and to Agentprovide therefore the Company has duly authorized the execution and delivery of this Indenture. The Company has duly authorized the creation of Liens to secure the Securities, Issuing Bank and Lenders in connection with to provide therefore the Revolving Credit Company has duly authorized the execution and Letters delivery of Credit or otherwise pursuant the Security Documents to which it is a party. Each of the Guarantors has duly authorized its guarantee of the Securities, and to provide therefore each of the Guarantors has duly authorized the execution and delivery of this Indenture. Each of the Guarantors has duly authorized the creation of Liens to secure its guarantee of the Securities, and to provide therefore each of the Guarantors has duly authorized the execution and delivery of the Security Documents to which it is a party. This Indenture is subject to the Loan Documents; (b) trade payables incurred provisions of the Trust Indenture Act of 1939, as amended, that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions. All things necessary have been done to make the Securities, when executed by the Company and authenticated by the Trustee and delivered hereunder and duly issued by the Company, the valid obligations of the Company, to make the Guarantees the valid obligation of each of the Guarantors and to make this Indenture a valid agreement of each of the Company and the Guarantors, in accordance with their and its terms. For and in consideration of the ordinary course of Borrower’s or any Subsidiary Guarantor’s business; (c) purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred by Borrower or any Subsidiary Guarantor to finance premises and the purchase of fixed assets; provided thatthe Securities by the Holders thereof, (i) such Indebtedness incurred in any fiscal year shall not exceed $1,000,000 (ii) such Indebtedness shall not exceed it is mutually covenanted and agreed, for the purchase price equal and proportionate benefit of all Holders 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 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 Securities, 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.follows: ARTICLE ONE

Permitted Indebtedness. Guarantor shall not create, incur, assume or suffer to exist any Indebtedness for Borrowed Money, except the following (collectively, "PERMITTED INDEBTEDNESS"): (a) Indebtedness to Agent, Issuing Bank and Lenders in connection with under the Loan Documents or the Guarantor Revolving Credit and Letters of Credit or otherwise pursuant to the Loan Documents; (b) trade payables any Indebtedness set forth on SCHEDULE 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 ("PERMITTED REFINANCED INDEBTEDNESS"); (c) (i) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 5.3.3(v) and any Permitted Refinanced Indebtedness with respect thereto, provided that the aggregate amount thereof outstanding at any time shall not exceed $5,000,000; (ii) 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 Debt and to all of Lender's rights and in form and substance reasonably satisfactory to Lender; (e) borrowings incurred in the ordinary course of Borrower’s business and not exceeding $10,000,000 individually or in the aggregate outstanding at any Subsidiary Guarantor’s businessone time; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Debt and to all of Lender's rights and in form and substance satisfactory to Lender; (cf) purchase money 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 (including Capitalized Lease Obligationsii) hereafter incurred evidenced by Borrower or the Bergen Note and any Subsidiary Guarantor to finance the purchase of fixed assets; provided thatPermitted Refinanced Indebtedness with respect thereto shall not exceed $1,237,880, (i) such Indebtedness incurred constituting Priority Claims; (j) Indebtedness in any fiscal year 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 $1,000,000 (ii) such Indebtedness shall not exceed 255,000,000 in 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 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 CDSaggregate.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (acollectively, “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 Agentpurchase money Liens permitted by Section 7.3(v), Issuing Bank provided that the aggregate outstanding amount of such Capitalized Lease Obligations and Lenders purchase money indebtedness incurred after the Closing Date shall not exceed $1,000,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the Revolving Credit financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and Letters remedies to all of Credit or otherwise the Obligations and to all of Lender’s rights pursuant to the Loan Documentsa subordination agreement in form and substance satisfactory to Lender; (bv) accounts payable to trade payables 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 or any Subsidiary Guarantor’s businessindependent accountants shall have been reserved; (cvi) 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 borrowings incurred in the ordinary course of business and not exceeding $50,000 individually or in the aggregate outstanding at any fiscal year shall not exceed $1,000,000 (ii) one time, provided, however, that such Indebtedness shall not exceed the purchase price be on an unsecured basis, subordinated in right of repayment and remedies to all of the assets funded Obligations and to all of Lender’s rights pursuant to a subordination agreement in form and substance satisfactory to Lender; 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 the Closing Date that is identified and described on Schedule “1.1(avii)” 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. The Company will not and will not permit any of its Subsidiaries to create, incur, assume or suffer to exist any Indebtedness for borrowed money after the date of this Agreement except for (ai) the Obligations; (ii) the Senior Debt; (iii) Indebtedness to Agent, Issuing Bank and Lenders in connection with of the Revolving Credit and Letters of Credit or otherwise Company pursuant to the Loan DocumentsSenior Subordinated Note Purchase Agreement; (biv) Indebtedness of any Subsidiary of the Company to the Company; (v) accounts payable to trade payables creditors and current operating expenses (other than for Funded Debt) which are not aged more than 30 days from the due date, in each case incurred in the ordinary course of Borrower’s business and paid within such time period, unless the same are being actively contested in good faith and by appropriate and lawful proceedings and the Company or any such Subsidiary Guarantor’s shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by the Company or such Subsidiary and its independent accountants; (vi) obligations to pay Rentals permitted by Section 7.17; (vii) Permitted Purchase Money Indebtedness; (viii) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business; (cix) purchase money Indebtedness under Capitalized Leases listed on Schedule 7.2; (including Capitalized Lease Obligationsx) hereafter Indebtedness incurred by Borrower in connection with performance bonds, workmen’s compensation bonds or any Subsidiary Guarantor the like; (xi) Indebtedness under the leases of the Company’s manufacturing plants at 0000 Xxxxxx Xxx, Xxxxxx, Xxxxxx and at 000 Xxxx Xxxxxx X, Xxxxxx, Xxxxx; (xii) Indebtedness under the leases of real property at 0000 Xxxx xx Xxxxxx Xxxx, Xxxxxx, Xxxxxxxxxx, 0000 Xxxxxx 000 Xxxxxxx, Xxxxxxxxxx and 0000 Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxx; (xiii) Indebtedness under the Sale and Leaseback Documents; (xiv) Indebtedness incurred pursuant to finance the purchase of fixed assetsETI Subordinated Note; provided that, and (xv) Indebtedness not included in paragraphs (i) such Indebtedness incurred in any fiscal year shall through (xiv) above which does not exceed at any time, in the aggregate, the sum of $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 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 CDS1,000,000.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (acollectively, “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 Agentpurchase money Liens permitted by Section 7.3(v), Issuing Bank and Lenders provided that the aggregate amount thereof outstanding at any time shall not exceed $2,500,000 (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the Revolving Credit financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and Letters remedies to all of Credit or otherwise pursuant the Obligations and to the Loan Documentsall of Lender’s rights and in form and substance satisfactory to Lender; (bv) accounts payable to trade payables 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 90 days from the due date 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 or any Subsidiary Guarantor’s businessindependent accountants shall have been reserved; and (cvi) 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 borrowings incurred in the ordinary course of business and not exceeding $100,000 individually or $500,000 in the aggregate outstanding at any fiscal year shall not exceed $1,000,000 (ii) one time; provided, however, that such Indebtedness shall not exceed the purchase price be on an unsecured basis, subordinated in right of repayment and remedies to all of the assets funded Obligations and (iii) no such to all of Lender’s rights and in form and substance satisfactory to Lender. Borrower shall not make prepayments on any existing or future Indebtedness may be refinanced for a principal amount in excess of to any Person other than to Lender or to 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 extent specifically permitted by this Agreement or any Subsidiary Guarantor; (g) guarantees by subsequent agreement between 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 CDSLender).

Permitted Indebtedness. No Borrower or Guarantor shall create, incur, assume or suffer to exist (aor 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 Documents 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 Agentpurchase money Liens permitted by Section 7.3(v), Issuing Bank and Lenders provided that the aggregate amount 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 Revolving Credit financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and Letters remedies to all of Credit or otherwise pursuant the Obligations and to the Loan Documentsall of Lender's rights and in form and substance satisfactory to Lender; (bv) accounts payable to trade payables 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 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 or any Subsidiary Guarantor’s business's independent accountants shall have been reserved; and (cvi) 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 borrowings incurred in the ordinary course of business and not exceeding $10,000 individually or in the aggregate outstanding at any fiscal year shall not exceed $1,000,000 (ii) one time; provided, however, that such Indebtedness shall not exceed the purchase price be on an unsecured basis, subordinated in right of repayment and remedies to all of the assets funded Obligations and to all of Lender's rights and in form and substance satisfactory to Lender; and (iiivii) 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) Permitted Subordinated or Deferred Debt; (f) Indebtedness of a Fin 46 Entity which is non-recourse to . No Borrower or Guarantor shall make prepayments on any Subsidiary Guarantor; (g) guarantees existing or future Indebtedness to any Person other than to Lender or to the extent specifically permitted by Borrower of Indebtedness of a Subsidiary Guarantor so long as this Agreement or any subsequent agreement between any 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, Guarantor and (j) Indebtedness related to the Xxxx CDSLender.

Permitted Indebtedness. (a) Indebtedness to Agent, Issuing Bank and Lenders in connection with the Revolving Credit and Letters of Credit or otherwise pursuant to the Loan Documents; (b) trade payables incurred in the ordinary course of Borrower’s or any Subsidiary Guarantor’s business; (c) 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 any fiscal year shall not exceed $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 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, (j) Indebtedness of Xxxxx Securities Funding that is non-recourse to Borrower or any other Subsidiary Guarantor and (jk) 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. 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 execute the Surety and Guaranty Agreement or Guaranty Security Agreement.

Permitted Indebtedness. (a) Indebtedness No Subsidiary will incur, create or permit to Agent, Issuing Bank exist indebtedness to any person or entity other than Pioneer and Lenders in connection with the Revolving Credit and Letters of Credit or otherwise pursuant to Banks except only the Loan Documents; (b) trade payables following permitted indebtedness incurred in the ordinary course of Borrowereach of such Subsidiary’s or any Subsidiary Guarantor’s business; respective business (cthe “Permitted Indebtedness”) (i) current trade payables not more than ninety (90) days past due, (ii) lease obligations for real estate, fixtures and equipment, (iii) purchase money Indebtedness obligations for capital expenditures, (including Capitalized Lease Obligationsiv) hereafter Lending License Bonds permitted under this Agreement, and (v) the System Acquisition Agreement. The aggregate amount of all such Subsidiary Permitted Indebtedness, excluding real property lease obligations for each Subsidiary, shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate for all Subsidiaries at any time, provided, however, that the Lending License Bonds permitted hereunder shall not be included in the $250,000 aggregate limitation for Subsidiaries. Pioneer will not incur, create or permit to exist indebtedness to any Person other than the Banks except only the following permitted indebtedness incurred by Borrower or any Subsidiary Guarantor to finance in the purchase ordinary course of fixed assets; provided that, Pioneer’s business (the “Pioneer Permitted Indebtedness”) (i) current trade payables not more than ninety (90) days past due, (ii) lease obligations for real estate, fixtures and equipment, (iii) purchase money obligations for capital expenditures, (iv) Subordinated Indebtedness, (v) Lending License Bonds permitted under this Agreement, and (vi) the amounts due under the System Acquisition Agreement executed or to be executed by Pioneer in connection with the FIS System. The aggregate amount of all such Pioneer Permitted Indebtedness, excluding Subordinated Indebtedness incurred in any fiscal year and real property lease obligations, shall not exceed Five Hundred Thousand Dollars ($1,000,000 (ii500,000) such Indebtedness in the aggregate for Pioneer at any time,” provided, however, that the Lending License Bonds and the System Acquisition Agreement obligation for the FIS System permitted hereunder shall not exceed be included in the purchase price of the assets funded and (iii) no such Indebtedness may be refinanced $500,000 aggregate limitation 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 CDSPioneer.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (acollectively, "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 Agentpurchase money Liens permitted by Section 7.3(v), Issuing Bank and Lenders provided that the aggregate amount thereof outstanding at any time shall not exceed $2,500,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the Revolving Credit financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and Letters remedies to all of Credit or otherwise pursuant the Obligations and to the Loan Documentsall of Lender's rights and in form and substance satisfactory to Lender; (bv) accounts payable to trade payables creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing 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 or any Subsidiary Guarantor’s business's independent accountants shall have been reserved; (cvi) 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 borrowings incurred in the ordinary course of business and not exceeding $25,000 individually or in the aggregate outstanding at any fiscal year shall not exceed $1,000,000 (ii) one time; provided, however, that such Indebtedness shall not exceed the purchase price be on an unsecured basis, subordinated in right of repayment and remedies to all of the assets funded Obligations and to all of Lender's rights and in form and substance satisfactory to Lender; and (iiivii) no such Indebtedness may Permitted Subordinated Debt which can 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 repaid with respect to Borrower any Foreign Subsidiary, unless prohibited by this Agreement or any Subsidiary Guarantor; (g) guarantees 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 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 this Agreement or any Subsidiary Guarantor, subsequent agreement between Borrower and (j) Indebtedness related to the Xxxx CDSLender).

Permitted Indebtedness. Purchaser shall not create, incur, assume or suffer to exist any Indebtedness, except the following (acollectively, “Permitted Indebtedness”): (i) Indebtedness under the 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 Agentpurchase money Liens permitted by Section 7.3(v), Issuing Bank provided that the aggregate amount of such Capitalized Lease Obligations and Lenders 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 Revolving Credit financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and Letters remedies to all of Credit or otherwise the Obligations and to all of Seller’s rights pursuant to the Loan Documentsa subordination agreement in form and substance satisfactory to Seller; (bv) accounts payable to trade payables 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 Borrowerbusiness 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 Purchaser’s or any Subsidiary Guarantor’s businessindependent accountants shall have been reserved; (cvi) purchase money borrowings incurred in the ordinary course of business and not exceeding $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 Seller’s rights pursuant to a subordination agreement in form and substance satisfactory to Seller; and (including Capitalized Lease Obligationsvii) hereafter incurred by Borrower Permitted Subordinated Debt and (viii) Indebtedness under the Credit Agreement. Purchaser shall not make prepayments on any existing or future Indebtedness to any Subsidiary Guarantor to finance the purchase of fixed assets; provided that, Person other than (i) such Indebtedness incurred to Capital Source in any fiscal year shall not exceed $1,000,000 accordance with the terms of the Credit Agreement, (ii) such Indebtedness shall not exceed to Seller subject to the purchase price terms of the assets funded and Master Subordination Agreement, or (iii) no such Indebtedness may be refinanced for a principal amount in excess to the Debenture Holder subject to the terms of the principal amount outstanding at Junior Subordination Agreement or (iv) to 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 extent specifically permitted by this Agreement 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 subsequent agreement between Purchaser 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 CDSSeller.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (acollectively, “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 Agentpurchase money Liens permitted by Section 7.3(v), Issuing Bank provided that the aggregate amount of such Capitalized Lease Obligations and Lenders purchase money indebtedness outstanding at any time shall not exceed $250,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the Revolving Credit financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and Letters remedies to all of Credit or otherwise the Obligations and to all of Lender’s rights pursuant to the Loan Documentsa subordination agreement in form and substance satisfactory to Lender; (bv) accounts payable to trade payables creditors and current operating expenses (other than for borrowed money) which are not aged more than 180 calendar days from the billing date or more than 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 or any Subsidiary Guarantor’s businessindependent accountants shall have been reserved; (cvi) 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 borrowings incurred in the ordinary course of business and not exceeding $100,000 individually or in the aggregate outstanding at any fiscal year shall not exceed $1,000,000 one time (ii) excluding trade payables in the ordinary course of business), provided, however, that such Indebtedness shall not exceed the purchase price be on an unsecured basis, subordinated in right of repayment and remedies to all of the assets funded Obligations and to all of Lender’s rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (vii) Permitted Subordinated Debt; and (iiiviii) no such Indebtedness may be refinanced for a principal amount in excess of any payments due and other reasonable costs contemplated under the principal amount outstanding at the time of such refinancing; (d) Indebtedness existing on the Closing Date that is identified and Acquisition Agreement, as more fully described on Schedule 7.6 (“1.1(aPermitted Acquisition Payments”)” attached hereto , and made part hereof; (e) Subordinated Debt; (f) not to exceed the amounts set forth on Schedule 7.6. Borrower shall not make prepayments on any existing or future Indebtedness of a Fin 46 Entity which is non-recourse to Borrower any Person other than to Lender or to the extent specifically permitted by this Agreement or any Subsidiary Guarantor; (g) guarantees by subsequent agreement between 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 CDSLender.

Permitted Indebtedness. Neither Obligor shall create, incur, assume or suffer to exist any Indebtedness, except the following (acollectively, “Permitted Indebtedness”): (i) Indebtedness under the 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 Agentpurchase money Liens permitted by Section 7.3(v), Issuing Bank provided that the aggregate amount of such Capitalized Lease Obligations and Lenders purchase money indebtedness outstanding at any time shall not exceed $150,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the Revolving Credit financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and Letters remedies to all of Credit or otherwise the Obligations and to all of Debenture Holder’s rights pursuant to the Loan Documentsa subordination agreement in form and substance satisfactory to Debenture Holder; (bv) accounts payable to trade payables 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 Borrower’s or any Subsidiary Guarantor’s businessbusiness 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 the Obligors’ independent accountants shall have been reserved; (cvi) purchase money borrowings incurred in the ordinary course of business and not exceeding $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 Debenture Holder’s rights pursuant to a subordination agreement in form and substance satisfactory to Debenture Holder; (including Capitalized Lease Obligationsvii) hereafter incurred by Borrower Permitted Subordinated Debt and (viii) Indebtedness under the Credit Agreement. Neither Obligor shall make prepayments on any existing or future Indebtedness to any Subsidiary Guarantor to finance the purchase of fixed assets; provided that, Person other than (i) such Indebtedness incurred to Capital Source in any fiscal year shall not exceed $1,000,000 accordance with the terms of the Credit Agreement, (ii) such Indebtedness shall not exceed to Seller subject to the purchase price terms of the assets funded and Master Subordination Agreement , or (iii) no such Indebtedness may be refinanced for a principal amount in excess to the Debenture Holder subject to the terms of the principal amount outstanding at Master Subordination Agreement and the time of such refinancing; Junior Subordination Agreement or (div) 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 CDSextent specifically permitted by this Agreement.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (acollectively, “Permitted Indebtedness”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations and Indebtedness incurred pursuant to Agentpurchase money Liens permitted by Section 7.3(v), Issuing Bank provided that the aggregate amount of such Capitalized Lease Obligations and Lenders purchase money indebtedness outstanding at any time shall not exceed $250,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the Revolving Credit financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and Letters remedies to all of Credit or otherwise the Obligations and to all of Lender’s rights pursuant to the Loan Documentsa subordination agreement in form and substance satisfactory to Lender; (bv) accounts payable to trade payables 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 or any Subsidiary Guarantor’s businessindependent accountants shall have been reserved; (cvi) 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 borrowings incurred in the ordinary course of business and not exceeding $10,000 individually or in the aggregate outstanding at any fiscal year shall not exceed $1,000,000 (ii) one time; provided, however, that such Indebtedness shall not exceed the purchase price be on an unsecured basis, subordinated in right of repayment and remedies to all of the assets funded Obligations and (iii) no such Indebtedness may be refinanced for to all of Lender’s rights pursuant to a principal amount subordination agreement in excess of the principal amount outstanding at the time of such refinancingform and substance satisfactory to Lender; (dvii) intercompany Indebtedness existing on the Closing Date among Borrowers only, provided that is identified and described on Schedule “1.1(a)” attached hereto and made part hereofeach Borrower remains Solvent after giving effect thereto; (eviii) Permitted Subordinated Debt; and (fix) 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 a Fin 46 Entity which is non-recourse to Borrower any applicable Subordination Agreement or any Subsidiary Guarantor; (g) guarantees by subsequent agreement between 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 CDSLender).

Permitted Indebtedness. The definition of “Permitted Indebtedness” in Section 1.1 of the Credit Agreement is hereby amended by (a) Indebtedness to Agentdeleting “$50,000,000” from clause (w) thereof and replacing it with “the Term Loan Debt Amount”, Issuing Bank and Lenders in connection with the Revolving Credit and Letters of Credit or otherwise pursuant to the Loan Documents; (b) trade payables incurred in deleting the ordinary course comma appearing at the end of Borrower’s or any Subsidiary Guarantor’s businessclause (p) thereof and replacing it with following: “; provided, however, that for purposes of Refinancing Indebtedness pursuant to this clause (cp): (x) purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred by Borrower or any Subsidiary Guarantor to finance the purchase extent the Borrowers determine to xxxxx x Xxxx to the holders of fixed assets; provided thatsuch Refinancing Indebtedness, (iA) such Indebtedness incurred in any fiscal year shall not exceed $1,000,000 clause (iih) such of the definition of Refinancing Indebtedness shall not exceed apply, (B) the purchase price Lien securing such Refinancing Indebtedness shall have a priority junior to the Lien securing the Obligations and (C) such Refinancing Indebtedness shall be subject to an intercreditor agreement in form and substance satisfactory to the Agent and the Required Lenders in their sole discretion (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 turnover to the Lenders until such time as the Obligations have been paid in full in cash; and (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 assets funded Indebtedness being refinanced; together with reasonably detailed supporting calculations, as to the satisfaction clauses (x) and (iiiy) 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 CDSimmediately preceding proviso.”

Permitted Indebtedness. Mortgage Notes. Senior Unsecured Notes. C1 Credit Agreement, dated as of [ ], 2009, between the Lender and the Borrower. Springing Guarantees (aas defined in the Partnership Agreement) Indebtedness Annex II to AgentB1 Credit Agreement ANNEX III PROMISSORY NOTE U.S. $400,000,000.00 [ ], Issuing Bank 2009 FOR VALUE RECEIVED, Enbridge Energy, Limited Partnership, a limited partnership organized under the laws of the state of Delaware, on behalf of the Series AC (the “Borrower”), hereby promises to pay to Enbridge Energy Partners, L.P. (the “Lender”), the principal sum of U.S. $400,000,000.00 or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower pursuant to the B1 Credit Agreement dated [ ], 2009 (as may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), in lawful money of the United States of America and Lenders in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of such Loans, in like money and funds, for the period commencing on the date of each such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. In addition to and cumulative of any payments required to be made against this Note pursuant to the Credit Agreement (but without duplication thereof), this Note, including all principal and accrued interest then unpaid, shall be due and payable on the Maturity Date. All payments under this Note shall be applied in the manner set forth in the Credit Agreement. The Borrower waives presentment, demand, notice of dishonor, protest and all other demands and notices in connection with the Revolving Credit delivery, acceptance, performance, default or enforcement of this Note. No delay or omission on the part of the holder hereof in exercising any right hereunder shall operate as a waiver of such right or any other right under this Note. No waiver of any right shall be effective unless in writing and Letters signed by the holder, nor shall a waiver on one occasion be construed as a bar to or waiver of Credit any such right on any future occasion. The Borrower will pay on demand all costs of collection and legal fees paid or incurred by the holder in enforcing the obligations of the Borrower hereunder. This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to its choice of law principles. The Borrower hereby irrevocably authorizes the Lender to make (or cause to be made) appropriate notations on the grid attached to this Note (or any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal of, and the interest rate to the loans evidenced hereby. Such notations shall be conclusive and binding on the Borrower, absent manifest error; provided, however, that the failure of the Lender to make any such notations shall not limit or otherwise pursuant affect any obligations of the Borrower hereunder and under the Credit Agreement. Annex III to This Note is the promissory note referred to in the Credit Agreement and is subject to the Loan Documents; (b) trade payables incurred terms, conditions and provisions of the Credit Agreement including those respecting prepayments, all as provided in the ordinary course of Borrower’s or any Subsidiary Guarantor’s businessCredit Agreement and incorporated herein by reference with the same force and effect as if such terms, conditions and provisions were set forth herein. The Borrower has executed this Note for internal record keeping convenience; (c) purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred by Borrower or any Subsidiary Guarantor to finance the purchase of fixed assets; provided thathowever, (i) such Indebtedness incurred in any fiscal year shall not exceed $1,000,000 (ii) such Indebtedness shall not exceed the purchase price this Agreement is an obligation of the assets funded Partnership generally and (iii) no such Indebtedness may be refinanced for a principal amount in excess of each series of the principal amount outstanding at Partnership, to the time of such refinancing; (dextent provided in Section 3.4(c) 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 MergerPartnership Agreement, Indebtedness to which the Lender is a party. Date as of the Post-Merger Parent date first set forth above. ENBRIDGE ENERGY, LIMITED PARTNERSHIP, on behalf of the Series AC By: Enbridge Pipelines (Lakehead) L.L.C., its managing general partner By: Name: Title: Annex III to B1 Credit Agreement PROMISSORY NOTE Loans and Principal Payments Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Prepaid This Date Unpaid Principal Balance This Date Notation Made By Annex III to B1 Credit Agreement ANNEX IV FORM OF LOAN NOTICE Date: , To: Enbridge Energy Partners, L.P., as Lender Ladies and Gentlemen: Reference is made to that is non-recourse certain B1 Credit Agreement, dated as of [ ], 2009 (as amended, restated, extended, supplemented or otherwise modified in writing from time to Borrower time, the “Agreement;” the terms defined therein being used herein as therein defined), between Enbridge Energy, Limited Partnership, on behalf of the Series AC (the “Borrower”) and the Lender from time to time party thereto. The undersigned hereby requests (select one): ¨ A Borrowing of Loans ¨ A conversion or any Subsidiary Guarantor, and (j) Indebtedness related to the Xxxx CDS.continuation of Loans

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (acollectively, “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 Agentpurchase money Liens permitted by Section 7.3(v), Issuing Bank provided that the aggregate amount of such Capitalized Lease Obligations and Lenders purchase money indebtedness outstanding at any time shall not exceed $100,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the Revolving Credit financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis or secured by assets unrelated to the Collateral, subordinated in right of repayment and Letters remedies to all of Credit or otherwise the Obligations and to all of Lender’s rights pursuant to the Loan Documentsa subordination agreement in form and substance satisfactory to Lender; (bv) accounts payable to trade payables 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 or any Subsidiary Guarantor’s businessindependent accountants shall have been reserved; and (cvi) 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 borrowings incurred in the ordinary course of business and not exceeding $100,000 individually or in the aggregate outstanding at any fiscal year shall not exceed $1,000,000 (ii) one time, provided, however, that such Indebtedness shall not exceed be on an unsecured basis or secured by assets other than the purchase price Collateral, subordinated in right of repayment and remedies to all of the assets funded Obligations and (iii) no such to all of Lender’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 may be refinanced for a principal amount in excess of to any Person other than to Lender or to 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 extent specifically permitted by this Agreement or any Subsidiary Guarantor; (g) guarantees by subsequent agreement between 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 CDSLender).

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (acollectively, “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 Agentpurchase money Liens permitted by Section 7.3(v), Issuing Bank provided that the aggregate amount of such Capitalized Lease Obligations and Lenders purchase money indebtedness outstanding at any time shall not exceed $25,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the Revolving Credit financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and Letters remedies to all of Credit or otherwise the Obligations and to all of Lender’s rights pursuant to the Loan Documentsa subordination agreement in form and substance satisfactory to Lender; (bv) accounts payable to trade payables 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 or any Subsidiary Guarantor’s businessindependent accountants shall have been reserved; (cvi) 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 borrowings incurred in the ordinary course of business and not exceeding $10,000 individually or in the aggregate outstanding at any fiscal year shall not exceed $1,000,000 (ii) one time, provided, however, that such Indebtedness shall not exceed the purchase price be on an unsecured basis, subordinated in right of repayment and remedies to all of the assets funded Obligations and to all of Lender’s rights pursuant to a subordination agreement in form and substance satisfactory to Lender; 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 the Closing Date that is identified and described on Schedule “1.1(avii)” 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. 1.02.....Permitted Affiliate Transactions AMENDED AND RESTATED INDENTURE, dated as of ___________ __, 2001 among GB Property Funding Corp. (aherein called the "Company"), GB Holdings, Inc. (herein called "Holdings") Indebtedness and Greate Bay Hotel and Casino, Inc. (herein called "GBHC", and, together with Holdings, herein called the "Guarantors"), each of which is a corporation duly organized and existing, in the case of the Company and Holdings, under the laws of the State of Delaware, and in the case of GBHC, under the laws of the State of New Jersey, and each having its principal office c/o Sands Hotel and Casino at Indiana Avenue & Brighton Park, Atlantic City, New Jersey 08401, and Xxxxx Fargo Bank Minnesota, National Association, Trustee (herein called the "Trustee"). The Company has duly authorized and issued its 11% Notes Due 2005 (herein called "Notes" or the "Securities"), under an Indenture dated as of September 29, 2000 (the "Original Indenture") of substantially the tenor and amount set forth in the Original Indenture, and to Agentprovide therefore the Company has duly authorized the execution and delivery of the Original Indenture, Issuing Bank as amended and Lenders in connection with restated by this Amended and Restated Indenture (this "Indenture"). The Company has duly authorized the Revolving Credit creation of Liens to secure the Securities, and Letters to provide therefore the Company has duly authorized the execution and delivery of Credit or otherwise pursuant the Security Documents to which it is a party. Each of the Guarantors has duly authorized its guarantee of the Securities, and to provide therefore each of the Guarantors has duly authorized the execution and delivery of this Indenture. Each of the Guarantors has duly authorized the creation of Liens to secure its guarantee of the Securities, and to provide therefore each of the Guarantors has duly authorized the execution and delivery of the Security Documents to which it is a party. This Indenture is subject to the Loan Documents; (b) trade payables incurred provisions of the Trust Indenture Act of 1939, as amended, that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions. All things necessary have been done to make the Securities, when executed by the Company and authenticated by the Trustee and delivered hereunder and duly issued by the Company, the valid obligations of the Company, to make the Guarantees the valid obligation of each of the Guarantors and to make this Indenture a valid agreement of each of the Company and the Guarantors, in accordance with their and its terms. For and in consideration of the ordinary course of Borrower’s or any Subsidiary Guarantor’s business; (c) purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred by Borrower or any Subsidiary Guarantor to finance premises and the purchase of fixed assets; provided thatthe Securities by the Holders thereof, (i) such Indebtedness incurred in any fiscal year shall not exceed $1,000,000 (ii) such Indebtedness shall not exceed it is mutually covenanted and agreed, for the purchase price equal and proportionate benefit of all Holders 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 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 Securities, 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.follows: ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Permitted Indebtedness. (ai) Indebtedness to Agent, Issuing Bank and Lenders Lender in connection with the Revolving Credit and Letters of Credit Term Loan or otherwise pursuant to the Loan Documents; (bii) trade payables incurred Indebtedness under Hedging Agreements entered into for the sole purpose of hedging in the ordinary normal course of Borrower’s or any Subsidiary Guarantor’s businessbusiness and not for speculative purposes; (ciii) purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred by any Borrower or any Subsidiary Guarantor to finance the purchase of fixed assets; provided that, (ia) such Indebtedness incurred in any fiscal year shall not exceed in the aggregate $1,000,000 250,000, (iib) such Indebtedness shall not exceed the purchase price of the assets funded and (iiic) no such Indebtedness may be refinanced for a principal amount in excess of the principal amount outstanding at the time of such refinancing; , (div) Indebtedness existing on the Closing Date that is identified and described on Schedule “1.1(a)” attached hereto and made part hereof; , including refinancing, replacement and renewals of such Indebtedness, provided that any refinancing shall not exceed the amount then outstanding, (e) Subordinated Debt; (fv) Indebtedness incurred in the ordinary course of a Fin 46 Entity which is non-recourse to Borrower or any Subsidiary Guarantor; business for surety bonds and performance bonds obtained in connection with workers’ compensation, unemployment insurance and other social security legislation, (g) guarantees by Borrower of Indebtedness of a Subsidiary Guarantor so long as such Indebtedness of such Subsidiary Guarantor constitutes Permitted Indebtedness; (hvi) Indebtedness under Hedging Agreements; (i) upon and following representing deferred compensation or reimbursable expenses owed to officers, directors, employees or agents of any Borrower in the consummation ordinary course of the Merger, Indebtedness of the Post-Merger Parent that is non-recourse to Borrower or any Subsidiary Guarantorbusiness, and (jvii) Indebtedness related other unsecured Indebtedness, of a type not described above, not to exceed $500,000 in the Xxxx CDSaggregate at any time outstanding.

Permitted Indebtedness. For purposes of determining compliance with this Section 6.1, (x) the outstanding principal amount of any Indebtedness shall be counted only once such that (without limitation) any obligation arising under any Guarantees or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included and (y) except as provided above, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, including categories of Permitted Indebtedness and Section 6.1(a), Borrower, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Indebtedness and such Indebtedness need not be permitted solely by reference to one provision of this Section 6.1 but may be permitted in part by one such provision and in part by one or more other provisions of this Section 6.1. Notwithstanding anything to this Section 6.1 or in the definition of “Permitted Indebtedness”, no Indebtedness shall be Incurred under any ABL Credit Agreement except pursuant to and in compliance with clause (a) of the definition of “Permitted Indebtedness”. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Indebtedness to Agent, Issuing Bank and Lenders in connection the forms of additional Indebtedness or payment of dividends on Stock in the forms of additional shares of Stock with the Revolving Credit same terms and Letters changes in the amount outstanding due solely to the result of Credit fluctuations in the exchange rates of currencies will not be deemed to be an Incurrence of Indebtedness or otherwise issuance of Stock for purposes of this Section 6.1. Notwithstanding anything to the contrary herein, the maximum amount of Indebtedness that may be outstanding pursuant to this Section 6.1 will not be deemed exceeded due to the Loan Documents; (b) trade payables incurred results of fluctuations in exchange rates or currency values. For purposes of determining compliance with any U.S. dollar-denominated restriction on the ordinary course Incurrence of Borrower’s Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred. None of Borrower and Guarantors will Incur any Indebtedness that pursuant to its terms is subordinate or junior in right of payment to any Subsidiary Guarantor’s business; (c) purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred by Borrower or any Subsidiary Guarantor unless such Indebtedness is subordinated in right of payment to finance the purchase of fixed assetsObligations to at least the same extent; provided that, (i) such that Indebtedness incurred will not be considered subordinate or junior in right of payment to any fiscal year shall not exceed $1,000,000 (ii) such other Indebtedness shall not exceed the purchase price solely by virtue of the assets funded and (iii) no such Indebtedness may be refinanced for being unsecured or secured to 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 greater 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 lesser extent or any Subsidiary Guarantor, and (j) Indebtedness related to the Xxxx CDSwith greater or lower priority.

Permitted Indebtedness. Borrower and its Subsidiaries shall not create, incur, assume or suffer to exist any Indebtedness, except the following (acollectively, “Permitted Indebtedness”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2 of the Disclosure Letter, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to Agentpurchase money Liens permitted by Section 7.3(v) of the Disclosure Letter, Issuing Bank and Lenders provided that the aggregate amount thereof outstanding at any time shall not exceed $250,000 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 Revolving Credit financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and Letters remedies to all of Credit or otherwise pursuant the Obligations and to the Loan Documentsall of Lender’s rights and in form and substance satisfactory to Lender; (bv) accounts payable to trade payables 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 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 or any Subsidiary Guarantor’s businessindependent accountants shall have been reserved; (cvi) purchase money Indebtedness obligations under reimbursement agreements (including Capitalized Lease Obligationsin form reasonably acceptable to Lender) hereafter incurred by Borrower or any Subsidiary Guarantor with banks that issue letters of credit for the Borrower’s account not to finance the purchase of fixed assets; provided that, (i) such Indebtedness incurred in any fiscal year shall not exceed $1,000,000 at any time outstanding secured only by Liens in cash pledged to such banks; ;and (iivii) 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 not exceed the purchase price be on an unsecured basis, subordinated in right of repayment and remedies to all of the assets funded Obligations and (iii) no such to all of Lender’s rights and in form and substance satisfactory to Lender. Borrower and its Subsidiaries shall not make prepayments on any existing or future Indebtedness may be refinanced for a principal amount in excess of to any Person other than to Lender or to 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 extent specifically permitted by this Agreement or any Subsidiary Guarantor; (g) guarantees by subsequent agreement between 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 CDSLender.

Permitted Indebtedness. (a) Directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) other than Indebtedness in respect of the Obligations under this Agreement and the other Loan Documents, or issue any shares of Disqualified Stock and Holdings will not permit any of its Restricted Subsidiaries to Agentissue any shares of Preferred Stock; provided, Issuing Bank however, that Holdings and Lenders any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in connection with each case if the Revolving Credit Term Loan Fixed Charge Coverage Ratio of Holdings and Letters its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such 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 Credit the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or otherwise 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, further, that the aggregate 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 Documents; (b) trade payables incurred in the ordinary course of Borrower’s or any Subsidiary Guarantor’s business; (c) 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 any fiscal year shall not exceed $1,000,000 (ii) such Indebtedness Parties shall not exceed the purchase price greater of the assets funded (x) $125,000,000 and (iiiy) no such Indebtedness may be refinanced for a principal amount in excess 5.0% of the principal amount outstanding Consolidated Total Assets 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 Incurrence, at 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 CDSone time outstanding.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, “Permitted Indebtedness”): (a) Indebtedness to Agent, Issuing Bank and Lenders in connection with the Revolving Credit and Letters of Credit or otherwise pursuant to under the Loan Documents; , (b) trade payables any Indebtedness set forth on Schedule 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; (c) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(e); provided, that the aggregate amount thereof outstanding at any time shall not exceed $1,000,000, (d) current liabilities (other than for borrowed money) to the extent (i) incurred in the ordinary course of business consistent with past practices and (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, (e) borrowings incurred in the ordinary course of business, (f) other indebtedness in an amount not exceeding $1,000,000 individually or in the aggregate outstanding at any Subsidiary Guarantor’s businessone time; (cg) purchase money Indebtedness indemnities under Government Contracts, (including Capitalized Lease Obligationsh) hereafter incurred by Borrower or Subordinated Debt in an amount not to exceed $10,000,000 at any Subsidiary Guarantor to finance the purchase of fixed assets; provided thatone 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 incurred 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 any fiscal year shall not exceed $1,000,000 (ii) each case under this Section 7.2, all such Indebtedness shall not exceed the purchase price 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 assets funded Obligations and (iii) no such Indebtedness may be refinanced for a principal amount in excess to all of the principal amount outstanding at Lenders’ rights in form and substance satisfactory to Agent. Borrower shall not make prepayments on any existing or future Indebtedness to any Person other than to Agent, for the time benefit of such refinancing; (d) Indebtedness existing on Lenders, or to 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 extent specifically permitted by this Agreement 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 subsequent agreement between Borrower, Agent 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 CDSLenders.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (acollectively, “Permitted Indebtedness”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after April 30, 2004 and Indebtedness incurred pursuant to Agentpurchase money Liens permitted by Section 7.3(v), Issuing Bank provided that the aggregate amount of such Capitalized Lease Obligations and Lenders purchase money indebtedness outstanding at any time shall not exceed $150,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the Revolving Credit financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and Letters remedies to all of Credit or otherwise the Obligations and to all of Lender’s rights pursuant to the Loan Documentsa subordination agreement in form and substance satisfactory to Lender; (bv) accounts payable to trade payables 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 or any Subsidiary Guarantor’s businessindependent accountants shall have been reserved; (cvi) 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 borrowings incurred in the ordinary course of business and not exceeding $10,000 individually or in the aggregate outstanding at any fiscal year shall not exceed $1,000,000 (ii) 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; (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 (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 assets funded and (iii) no such foregoing $250,000 allowance. Borrower shall not make prepayments on any existing or future Indebtedness may be refinanced for a principal amount in excess of $10,000 to any Person other than to Lender or to 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 extent specifically permitted by this Agreement or any Subsidiary Guarantor; (g) guarantees by subsequent agreement between 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 CDSLender.

Permitted Indebtedness. Any of the following: (ai) the Obligations; (ii) Indebtedness to Agent(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 6.1 hereto but not any increase in the principal amounts thereof nor any renewals or refinancings thereof; (iii) Indebtedness for taxes, Issuing Bank and Lenders in connection with the Revolving Credit and Letters of Credit assessments or otherwise pursuant governmental charges to the Loan Documentsextent that payment therefore shall at the time not be required to be made in accordance with Section 5.4; (biv) current trade payables liabilities on open account for the purchase price of services, materials and supplies incurred by the Borrower or its Subsidiaries in the ordinary course of business (not as a result of borrowing), 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 any property of the Borrower or its Subsidiaries; (v) other Indebtedness incurred in the ordinary course of Borrower’s business, including asset securitization facilities and 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 outstanding; (vi) Guarantees by the Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any Subsidiary Guarantor’s business; other Subsidiary, provided that (ci) purchase money the Indebtedness so Guaranteed is Permitted Indebtedness, (including Capitalized Lease Obligationsii) hereafter incurred Guarantees by the Borrower or any Subsidiary Guarantor that is a Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be subject to finance the purchase of fixed assets; provided that, (i) such Indebtedness incurred in any fiscal year shall not exceed $1,000,000 (ii) such Indebtedness shall not exceed the purchase price of the assets funded Section 6.4 and (iii) no such Indebtedness may Guarantees permitted under this clause (vi) shall be refinanced for a principal amount in excess subordinated to the Secured Obligations of the principal amount outstanding at applicable Subsidiary on the time of such refinancingsame terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; and (dvii) Indebtedness existing on by and among the Closing Date that is identified Borrower and described on its Subsidiaries as set forth in Schedule “1.1(a)” attached 3.18 annexed 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 otherwise disclosed in 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 CDS2010 Annual Report.

Permitted Indebtedness. Indebtedness" means the following, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several: (ai) Indebtedness all obligations for borrowed money (including recourse and other obligations to Agentrepurchase accounts or chattel paper under factoring, Issuing Bank receivables purchase or similar financing arrangement or for the deferred purchase price of property or services); (ii) all obligations in respect of surety bonds and Lenders in connection with the Revolving Credit and Letters letters of Credit credit; (iii) all obligations evidenced by notes, bonds, debentures or otherwise pursuant to other similar instruments, (iv) all capital lease obligations; (v) all obligations or liabilities of others secured by a Lien on any asset of any of the Loan DocumentsParties, whether or not such obligation or liability is assumed; (bvi) all obligations to pay the deferred purchase price of assets (other than trade payables incurred in the ordinary course of Borrower’s or business and 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 indebtedness is incurred between the Closing Date and December 31, 2014, (ii) no more than an aggregate principal amount of $2,000,000 of such indebtedness is incurred between the Closing Date and December 31, 2015, (iii) the terms of such indebtedness, and the documentation delivered in connection therewith, are in form and substance satisfactory to Lender in its Permitted Discretion, are and (iv) any Subsidiary Guarantor’s businessLiens 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) purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred by Borrower or any Subsidiary Guarantor to finance of WESSCO under the purchase of fixed assets; provided that, (i) such Indebtedness incurred in any fiscal year shall not exceed $1,000,000 (ii) such Indebtedness shall not exceed the purchase price BoK Facility existing as of the assets funded and Closing Date (iii) no such Indebtedness may be refinanced for a less any principal amount in excess payments on account of the principal amount outstanding at BoK Facility after the time of such refinancingClosing Date); (d) Indebtedness existing 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 that is identified and described on Schedule “1.1(a)” attached hereto and made part hereof; (e) Subordinated Debtfully disclosed to the Lender, so long as the Loan Parties comply with Section 5.12 with respect thereto; (f) additional unsecured Indebtedness or unsecured liabilities incurred in the ordinary course of a Fin 46 Entity which is non-recourse business not to Borrower or exceed $500,000 in the aggregate at 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 CDSone time outstanding.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (acollectively, "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 Agentpurchase money Liens permitted by Section 7.3(v), Issuing Bank and Lenders provided that the aggregate amount thereof outstanding at any -------------- time shall not exceed $500,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the Revolving Credit financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an ------- -------- ------- unsecured basis, subordinated in right of repayment and Letters remedies to all of Credit or otherwise pursuant the Obligations and to the Loan Documentsall of Lender's rights and in form and substance satisfactory to Lender; (bv) accounts payable to trade payables 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 (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 or any Subsidiary Guarantor’s business's independent accountants shall have been reserved; and (cvi) 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 not exceeding $50,000 individually or in the aggregate outstanding at any fiscal year shall not exceed $1,000,000 (ii) one time; provided, -------- however, that 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 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.an unsecured basis. -------

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (acollectively, “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 Agentpurchase money Liens permitted by Section 7.3(v), Issuing Bank and Lenders provided that the aggregate amount thereof outstanding at any time shall not exceed $500,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the Revolving Credit financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and Letters remedies to all of Credit or otherwise pursuant the Obligations and to the Loan Documentsall of Lender’s rights and in form and substance satisfactory to Lender; (bv) accounts payable to trade payables 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 (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 or any Subsidiary Guarantor’s businessindependent accountants shall have been reserved; and (cvi) 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 not exceeding $50,000 individually or in the aggregate outstanding at any fiscal year shall not exceed $1,000,000 (ii) one time; provided, however, that such Indebtedness shall be on an unsecured basis. Borrower shall not exceed make any prepayment on any existing or future Indebtedness for money borrowed to any Person other than to Lender or to 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 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 extent specifically permitted by this Agreement or any Subsidiary Guarantor; (g) guarantees by subsequent agreement between 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 CDSLender.