Common use of Permitted Indebtedness Clause in Contracts

Permitted Indebtedness. 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 ▇▇▇▇ CDS.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "Permitted Indebtedness"): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to 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 ▇▇▇▇ CDS.

Permitted Indebtedness. Create, incur, guarantee or suffer to exist any Indebtedness, except the following (collectively, “Permitted Indebtedness”): (a) the Obligations; (b) Subordinated Debt; (c) Permitted Purchase Money Debt and Capital Lease Obligations; provided that the aggregate amount of all Indebtedness incurred under this clause (c) does not exceed $15,000,000 at any time; (d) (i) Indebtedness outstanding on the Closing Date, listed on Schedule 10.2.1 and not satisfied with proceeds of the initial Loans and (ii) Indebtedness under the Term Loan Facility (including any incremental facility thereunder), in an aggregate principal amount not to Agent, Issuing exceed $187,000,000; (e) Indebtedness with respect to Bank Products (i) incurred in the Ordinary Course of Business and Lenders not for speculative purposes or (ii) required under Section 5.12 of the Term Loan Agreement and not for speculative purposes or any corresponding provision under any Term Loan Facility that refinances the Term Loan Agreement; (f) (i) Indebtedness that is assumed or incurred by an Obligor or Subsidiary in connection with the Revolving Credit and Letters a Permitted Acquisition or other acquisition of Credit assets permitted hereunder 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 in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by a Borrower or Subsidiary, in each case, as 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 Permitted Acquisition, as long as such Indebtedness was not incurred in contemplation of such Person becoming a Subsidiary Guarantor constitutes or such Permitted IndebtednessAcquisition; provided that for both clauses (i) and (ii), after giving effect to such Permitted Acquisition on a pro forma basis, the Net Total Leverage Ratio is no greater than the Net Total Leverage Ratio in effect immediately prior to such Permitted Acquisition; (g) Permitted Contingent Obligations (excluding Permitted Surety Bonds); (h) Indebtedness under Hedging Agreements; Permitted Surety Bonds that does not exceed $30,000,000 in the aggregate at any time; (i) upon Permitted First Lien Debt in an amount not to exceed the greater of (x) $5,000,000 and following (y) an amount such that, at the consummation time of incurrence the MergerNet First Lien Leverage Ratio for the most recently ended four Fiscal Quarters for which financial statements have been delivered pursuant to clause (a) or (b) of Section 10.1.2 immediately preceding the date on which such additional Indebtedness is incurred, determined on a pro forma basis, as if the additional Indebtedness had been incurred at the beginning of such period, is no greater than 3.07 to 1.00; provided that the Post-Merger Parent that Fixed Charge Coverage Ratio for the most recently ended trailing twelve month period for which financial statements have been delivered pursuant to Section 10.1.2 immediately preceding the date on which such additional Indebtedness is non-recourse incurred is at least 1.00 to Borrower or any Subsidiary Guarantor1.00, and determined on a pro forma basis, as if the additional Indebtedness had been incurred at the beginning of such period; (j) Permitted Unsecured Debt so long as (i) at the time of incurrence the Net Total Leverage Ratio for the most recently ended four Fiscal Quarters for which financial statements have been delivered pursuant to Section 10.1.2 immediately preceding the date on which such additional Indebtedness related is incurred is no greater than 3.75 to 1.00, determined on a pro forma basis, as if the additional Indebtedness had been incurred at the beginning of such period and (ii) the Fixed Charge Coverage Ratio for the most recently ended trailing twelve month period for which financial statements have been delivered pursuant to Section 10.1.2 immediately preceding the date on which such additional Indebtedness is incurred is at least 1.00 to 1.00, determined on a pro forma basis, as if the additional Indebtedness had been incurred at the beginning of such period; (k) Specified Unsecured Prepetition Debt in an aggregate principal amount not to exceed $60,000,000 so long as such Specified Unsecured Prepetition Debt does not mature, require mandatory prepayments (other than in connection with a change of control or to the ▇▇▇▇ CDSextent required under Section V.I of the Plan of Reorganization) or require any payment of cash interest, in each case, prior to September 30, 2014; (l) the Comerica Letter of Credit and the JPM Letter of Credit; (m) Refinancing Debt as long as each Refinancing Condition is satisfied; (n) Intercompany Indebtedness of Borrowers and the Subsidiaries to the extent permitted by Section 10.2.5; provided that any such Indebtedness that is owed by an Obligor to a Subsidiary that is not an Obligor is subordinated to the Obligations pursuant to an Affiliate Subordination Agreement; (o) financing of insurance premiums in the Ordinary Course of Business; (p) Indebtedness incurred in respect of credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including so-called “procurement cards” or “P-cards”), or cash management services, netting services, overdraft protection, and other like services, in each case incurred in the Ordinary Course of Business; (q) unsecured Indebtedness owing to former employees, officers or directors (or any spouses, ex-spouses, or estates of any of the foregoing) incurred in connection with the repurchase by Company of the Equity Interests of Company that have been issued to such Persons, so long as (i) no Default or Event of Default has occurred and is continuing or would result from the incurrence of such Indebtedness and (ii) the aggregate amount of all such Indebtedness outstanding at any one time does not exceed $500,000; provided that any such Indebtedness shall be treated as a Distribution and only be permitted to the extent permitted pursuant to Section 10.2.4; (r) accrual of interest, accretion or amortization of original issue discount, or the payment of interest in kind, in each case on Indebtedness that otherwise constitutes Indebtedness permitted under this Section 10.2.1; (s) Indebtedness incurred by Subsidiaries that are not Obligors in an aggregate principal amount not to exceed $2,500,000; (t) to the extent constituting Indebtedness, customary purchase price adjustments, earn outs, indemnification obligations, unsecured guarantees thereof and similar items of Borrowers or any of their Subsidiaries in connection with Permitted Acquisitions, other acquisitions of assets permitted hereunder or Permitted Asset Dispositions; (u) to the extent constituting Indebtedness, Indebtedness in respect of the Fee Claim Reserve Amounts, the Prepetition Escrowed Amounts and the Delayed Admin Claims; (v) Borrowers and Subsidiaries may enter into Hedging Agreements that are (i) required by the Term Loan Facility and not for speculative purposes or (ii) entered into in the Ordinary Course of Business and not for speculative purposes; and (w) Indebtedness that is not included in any of the preceding clauses of this Section 10.2.1, is not secured by a Lien and does not exceed $5,000,000 in the aggregate at any time.

Permitted Indebtedness. The Borrower shall not, and shall not permit any Subsidiary to, create, incur or suffer to exist any Indebtedness, except: (a) the Obligations; (b) [intentionally deleted]; (c) Indebtedness existing on the Agreement Date which Indebtedness is described in Schedule 7.1(g) hereto; (d) Derivatives Contracts entered into in respect of the Obligations; (e) Indebtedness of a Borrower owed to Agentanother Borrower; provided, Issuing Bank however, that such Indebtedness is (i) unsecured and Lenders in connection with (ii) subordinated to the Revolving Credit and Letters of Credit or otherwise Obligations pursuant to Section 13.25 hereof or, if such Indebtedness is evidenced by an instrument, is subordinated to the Obligations pursuant to the Loan Documents; terms of such instrument or a separate written agreement, in each case, that is approved by Administrative Agent in its reasonable discretion; (bf) trade payables accounts payable and accrued expenses arising or occurring in the ordinary course of business; (g) Indebtedness consisting of taxes payable, and obligations in respect of customer deposits, all to the extent incurred in the ordinary course of any Borrower’s business; (h) performance bonds, completion bonds, other bonds customarily used by any Borrower in its trade or any Subsidiary Guarantor’s business, surety and appeal bonds, guarantees of performance, and guarantees of Indebtedness of a special district entered into in the ordinary course of business (in each case other than for an obligation for money borrowed); (i) the Convertible Debt, so long as (1) [intentionally deleted], (2) the Convertible Debt remains unsecured, (3) the terms and conditions of the Convertible Debt are no more restrictive than the terms of this Agreement and (4) UHG complies with Section 10.10 below; (j) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (c5) purchase money Business Days of incurrence; (k) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; and (including l) so long as no Default or Event of Default exists or would result therefrom at the time incurred, other unsecured and secured debt (including, for the avoidance of doubt, Capitalized Lease ObligationsObligations and any Guarantee of such Indebtedness without duplication) hereafter incurred by Borrower or any Subsidiary Guarantor to finance (collectively, the purchase of fixed assets“Other Indebtedness”); provided that, : (i) the commitment amount of such Indebtedness incurred in any fiscal year shall not exceed $1,000,000 (ii) such Other Indebtedness shall not exceed the purchase price of Maximum Other Indebtedness Amount in the assets funded and aggregate at any time; (ii) such Other Indebtedness, if secured, is secured by property other than the Collateral, (iii) such Other Indebtedness is not cross-defaulted to this Agreement, (iv) the Fair Market Value of such property that secures such Other Indebtedness, if any, shall be no greater than two (2) times the amount of such Other Indebtedness may be refinanced for a principal amount in excess of the principal amount outstanding aggregate, determined at the time of such refinancing; the incurrence thereof, (dv) Indebtedness existing on the Closing Date that is identified Borrower shall be in compliance with the financial covenants set forth in Section 10.1 at the time of 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 immediately after giving effect to Borrower or any Subsidiary Guarantor; (g) guarantees by Borrower of Indebtedness of a Subsidiary Guarantor so long as such Indebtedness the incurrence of such Subsidiary Guarantor constitutes Permitted Other 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 (jvi) no covenants under any such Other Indebtedness related incurred pursuant to the ▇▇▇▇ CDSthis clause (l) shall be more restrictive, when taken as a whole, than those covenants contained in this Agreement.

Permitted Indebtedness. Neither the Company nor any Subsidiary ---------------------- will create, incur or assume any Indebtedness to Agent, Issuing Bank other than: (a) Indebtedness represented by or incurred under the Notes and Lenders in connection with the Purchase Agreement and the Revolving Credit and Letters of Credit or otherwise pursuant to the Loan Documents; Facility; (b) trade payables Indebtedness incurred to prepay or repay in full the ordinary course remaining outstanding principal amount of Borrower’s Notes and all other amounts due thereon or any Subsidiary Guarantor’s business; under the Purchase Agreement; (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 and identified on the Disclosure Schedule; (d) Indebtedness incurred solely as an extension, renewal, refinancing or replacement of Indebtedness of the Company or of its Subsidiaries under clause (iii) above (but excluding any Indebtedness under clause (iii) above to the extent such Indebtedness is repaid with the proceeds from the sale of the Notes and Warrants), provided that is identified any such extension, renewal or refinancing (A) shall be on terms which on balance are substantially as favorable to the Company (or the relevant Subsidiary) as the terms of such existing Indebtedness (other than changes in the amount of the interest rate and described on Schedule “1.1(a)” attached hereto other than the imposition of additional Liens permitted by Section 9.10(f) hereof) and made part hereof; (B) shall not be in a greater principal amount or have a shorter average life or earlier maturity than such existing Indebtedness; (e) Subordinated Debt; Indebtedness in an aggregate principal amount outstanding not exceeding $20,000,000 incurred solely to finance the purchase price of additional towers and related facilities and equipment; (f) Indebtedness Interest Rate Protection Agreements required by the Revolving Credit Facility or incurred for hedging purposes in the ordinary course of a Fin 46 Entity which is non-recourse to Borrower or any Subsidiary Guarantorbusiness; and (g) guarantees by Borrower of Additional Indebtedness of a Subsidiary Guarantor so long as such Indebtedness of such Subsidiary Guarantor constitutes Permitted Indebtedness; (h) Indebtedness in an amount which , together with sale and leaseback obligations permitted under Hedging Agreements; (i) upon and following the consummation of the MergerSection 9.11, Indebtedness of the Post-Merger Parent that is non-recourse to Borrower or any Subsidiary Guarantor, and (j) Indebtedness related to the ▇▇▇▇ CDSdoes not exceed $2,000,000.

Permitted Indebtedness. Indebtedness Incur or permit to Agentexist or remain outstanding any Indebtedness; provided, Issuing Bank and Lenders in connection with the Revolving Credit and Letters of Credit or otherwise pursuant to however, that the Loan Parties may incur or permit to exist or remain outstanding the following Indebtedness (“Permitted Indebtedness”): (a) Indebtedness of any Loan Party arising under this Agreement or the other Loan Documents; ; (b) trade payables Indebtedness in respect of taxes, assessments, governmental charges, and claims for labor, materials or supplies, to the extent that payment thereof is not yet due or is being contested in good faith by appropriate proceedings, and an adequate reserve has been established therefor and is maintained in accordance with GAAP; (c) Existing Secured Indebtedness; (d) Indebtedness of any Loan Party incurred to finance the purchase of equipment used in the ordinary course of Borrower’s or the Core Businesses in an aggregate amount not to exceed $5,000,000; (e) Indebtedness of any Subsidiary Guarantor’s business; (c) purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred by Borrower or Loan Party arising under the Indenture in an aggregate principal amount not to exceed $75,000,000 plus any Subsidiary Guarantor to finance additional principal amount resulting from the purchase payment in-kind of fixed assetsinterest thereon and extensions, renewals, refinancings and replacements thereof; provided that, that (i) the principal amount of any such Indebtedness incurred in any fiscal year shall refinancing does not exceed $1,000,000 75,000,000 plus any such payment-in-kind interest plus any accrued interest, premiums thereon and fees and expenses incurred in connection with such extension, renewal, refinancing or replacement, (ii) the maturity date of such Indebtedness is extended beyond the first anniversary of the Maturity Date and (iii) the material terms and provisions of any such refinancing (including redemption, prepayment, security, default and subordination provisions) are no less favorable to the applicable Loan Party and the Lenders than the Indebtedness being refinanced (other than the interest rate and fees under such refinanced Indebtedness which may be at a rate consistent with the rates and fees then prevailing in the market for similar Indebtedness for borrowers engaged in the Core Businesses and with similar credit risks as Borrower); (f) Other Indebtedness that satisfies each of the following conditions (“Other Permitted Indebtedness”): (i) Subject to Section 7.01(f) (iii)-(vii) and the terms of the Rights of First Refusal and Acquisition Indebtedness; (ii) Subject to Section 7.01(f) (iii)-(vii), Permitted Construction Indebtedness; (iii) All Acquisition Indebtedness and Permitted Construction Indebtedness shall not exceed in the purchase price aggregate at any one time outstanding $100 million of the assets funded and (iii) no such Indebtedness may be refinanced for a principal amount (including interest that is payable in excess of kind and added to the principal amount thereof), which $100 million aggregate limit shall be reduced dollar-for-dollar by the outstanding principal amount (including interest that is payable in kind and added to the principal amount thereof) on any outstanding Existing Secured Indebtedness and the unsecured Indebtedness referred to in Section 7.01(g) below; provided, however, Acquisition Indebtedness constituting Non-Recourse Debt shall not count against such $100 million limitation; (iv) All Acquisition Indebtedness shall not exceed in the aggregate at any one time outstanding $20 million of principal amount (including interest that is payable in kind and added to the principal amount thereof); provided, however, Acquisition Indebtedness constituting Non-Recourse Debt shall not count against such $20 million limitation. For clarification purposes, the outstanding principal balance (including interest that is payable in kind and added to the principal amount thereof) of Acquisition Indebtedness referred to in this Section 7.01(f)(iv) shall be included for purposes of applying the limitations referred to in this Section 7.01(f)(iv) and 7.01(f)(iii); (v) All Acquisition Indebtedness and Permitted Construction Indebtedness shall be on terms and conditions reasonably satisfactory to the Majority Lenders (including notice and cure rights for the benefit of the Administrative Agent) and shall be made by an lender that is not an Affiliate of any Loan Party or any Joint Venture; (vi) Acquisition Indebtedness and Permitted Construction Indebtedness shall be permitted only if (x) at the time of each closing and funding of any such refinancingIndebtedness, no Default or Event of Default shall have occurred and be continuing, and no Default or Event of Default shall occur as a result of the incurrence of such Indebtedness or the release of any Liens in connection therewith and (y) if Borrower first demonstrates to the Administrative Agent’s reasonable satisfaction compliance with the Borrowing Base test measured both before and after (on a pro forma basis) the incurrence of such Indebtedness and the release to the satisfaction of Administrative Agent; and (dvii) The Liens securing the Acquisition Indebtedness existing on the Closing Date that is identified and described on Schedule “1.1(aare permitted pursuant to Section 7.02(i)” attached hereto and made part hereof; ; (e) Subordinated Debt; (fg) Indebtedness of a Fin 46 Entity which any Loan Party that is non-recourse unsecured in an aggregate amount not to exceed $50,000,000 to be used by the Borrower or the Parent for general working capital purposes, provided that any Subsidiary Guarantor; such Indebtedness incurred by the Borrower or the Parent under this clause (g) guarantees by Borrower shall reduce the amount of Indebtedness of available to be borrowed under clause 7.01(f) on a Subsidiary Guarantor so long as such Indebtedness of such Subsidiary Guarantor constitutes Permitted Indebtednessdollar for dollar basis and shall be on terms reasonably satisfactory to the Majority Lenders; and (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 The ▇▇▇▇▇▇▇▇ CDSLoan.

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 Indebtedness of any other Borrower, to the extent such Indebtedness is permitted hereunder as set forth on Schedule 7.2, (k) intercompany debt between or among Borrowers hereto and (l) reimbursement obligations with respect to letters of credit that are secured by cash collateral accounts, provided, however, that in each case under this Section 7.2, all such Indebtedness (other than the Indebtedness constituted of reimbursement obligations with respect to the Existing Letters of Credit issued by ▇▇▇▇▇ CDSFargo 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. Indebtedness Neither Borrower nor any Subsidiary will create, incur or suffer to Agentexist any Indebtedness, Issuing Bank except, without duplication and Lenders in connection with the Revolving Credit without duplication as to Borrower and Letters of Credit or otherwise pursuant to the Loan Documents; Subsidiaries: (a) The Obligations; (b) trade payables Unsecured Indebtedness existing on the Agreement Date and described on Schedule 7.1(g) attached hereto; (c) Derivatives Contracts entered into in respect of the Obligations; (d) Indebtedness of Borrower owed to a Subsidiary Guarantor, Indebtedness of a Subsidiary Guarantor owed to Borrower and Indebtedness of a Subsidiary Guarantor owed to a Subsidiary Guarantor; provided, however, that (a) any Indebtedness of Borrower owed to a Subsidiary Guarantor is unsecured and subordinated to Borrower’s Obligations hereunder in a manner satisfactory to Administrative Agent, and (b) upon any such Subsidiary Guarantor ceasing to be a Subsidiary Guarantor or such Indebtedness being owed to any Person other than Borrower or a Subsidiary Guarantor, Borrower or such Subsidiary Guarantor hereunder, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (d); (e) Trade accounts payable and accrued expenses arising or occurring in the ordinary course of business; (f) Indebtedness with respect to Letters of Credit; (g) Indebtedness consisting of taxes payable, and obligations in respect of customer deposits, all to the extent incurred in the ordinary course of Borrower’s or any Subsidiary GuarantorSubsidiary’s business; NAI-1502661059v7 94 (ch) Performance bonds, completion bonds, other bonds customarily used by Borrower in its trade or business, surety and appeal bonds, guarantees of performance and guarantees of Indebtedness of a special district entered into in the ordinary course of business (in each case other than for an obligation for money borrowed); (i) Indebtedness arising under a guarantee of indebtedness of any Joint Venture (provided that such guarantee shall be deemed to be an investment in such Joint Venture and subject to the limitations in clause (e) of the definition of Permitted Investments and Section 10.1(e)); (j) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (5) Business Days of incurrence; (k) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (l) (i) Capitalized Lease Obligations and (ii) Non-Recourse Indebtedness secured by purchase money Indebtedness Liens on any Property (including Capitalized Lease Obligationsother than any Borrowing Base Property) hereafter acquired or the assumption of any Lien on Property (other than any Borrowing Base Property) existing at the time of such acquisition (and not created in contemplation of such acquisition), provided that (1) the amount outstanding under clauses (i) and (ii) shall not exceed $500,000 in the aggregate at any time and (2) with respect to Indebtedness incurred under clause (ii) above, (X) any Property securing such Indebtedness shall have been acquired by Borrower or any Subsidiary Guarantor in the ordinary course of its respective business and the Lien on any such Property shall attach to finance such asset concurrently or within ninety (90) days after the acquisition thereof, (Y) the amount of such Indebtedness shall not exceed such purchase price or cost of fixed assets; any Property securing such Indebtedness, and (Z) each Lien shall attach only to the Property so acquired; (m) The Subordinated Convertible Notes, provided that, that (i) the outstanding principal amount of such Indebtedness incurred in any fiscal year shall does not exceed $1,000,000 85,000,000 in the aggregate at any time, (ii) such Indebtedness shall not exceed the purchase price of the assets funded and is unsecured, (iii) no such Indebtedness may be refinanced for is subordinate to the Obligations and (iv) such Indebtedness is not guaranteed by any Subsidiary Guarantor unless such guaranty is subordinated to the Guarantied Obligations in a principal amount manner satisfactory to Administrative Agent in excess of its sole and absolute discretion (including, without limitation, a subordination agreement); (n) Other Unsecured Indebtedness, provided that (A) after giving effect thereto, Borrower is in compliance with the principal amount outstanding at financial covenants set forth in Section 10.1, (B) the time maturity date of such refinancing; Indebtedness is at least one (d1) Indebtedness existing on year after the Closing Date that is identified and described on Schedule “1.1(a)” attached hereto and made part hereof; Maturity Date, (eC) 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 covenants contained in the documents evidencing such Indebtedness of such Subsidiary Guarantor constitutes Permitted Indebtedness; (h) Indebtedness under Hedging Agreements; (i) upon and following must be no more restrictive, when taken as a whole, than the consummation of the Mergercovenants contained in this Agreement, Indebtedness of the Post-Merger Parent that is non-recourse to Borrower or any Subsidiary Guarantoras determined by Administrative Agent in its sole discretion, and (jD) such Indebtedness related shall not contain any cross default to the ▇▇▇▇ CDS.this Agreement; (o) CDD Debt; and

Permitted Indebtedness. Notwithstanding subsection 6.3A, the Company may Incur any or all of the following Indebtedness to Agent, Issuing Bank and Lenders the Holding Co. may Incur the Indebtedness described 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, clauses (i) such Indebtedness incurred in any fiscal year shall not exceed $1,000,000 and (viii) below: (i) the Obligations; (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(a6.3 annexed hereto; (iii) Capital Leases of Equipment and purchase money secured Indebtedness Incurred to purchase Equipment; provided that the Liens securing such Capital Leases and purchase money secured Indebtedness shall attach only to the Equipment acquired by the Incurrence of such Capital Leases and purchase money secured Indebtedness and provided that such Capital Leases and purchase money Indebtedness shall not exceed $20,000,000 in the aggregate at any time outstanding; provided, however, no more than $5,000,000 may be Incurred in connection with Capital Leases of Equipment and purchase money secured Indebtedness Incurred to purchase Equipment unrelated to long term service agreements entered into with certain third party providers for the use of pipelines to be constructed by such third parties between the Houston Facility and long term customers; (iv) Indebtedness owing by a Loan Party (other than Holding Co., GP Parent or Limited Partner to another Loan Party) to another Loan Party for inter-company loans and advances made for working capital in the ordinary course of business provided, that the Loan Parties shall, and shall cause their respective Subsidiaries, to cause all Indebtedness and other obligations now or hereafter owed by it to any of its Affiliates, to be subordinated in right of payment and security to the Indebtedness and other Obligations owing to the Administrative Agent and the Lenders in accordance with a subordination agreement in form and substance satisfactory to the Lenders; (v) Guaranties of Indebtedness which are permitted hereunder, so long as any such Guaranties are not secured by Liens on any personal, real or mixed property of the Loan Parties or any of the Company's Subsidiaries (and in no event are Guaranties of Indebtedness or any other obligations for the direct or indirect benefit of any of the Unrestricted Subsidiaries permitted)” attached hereto ; (vi) Indebtedness under the Revolving Credit Agreement in a principal amount which does not exceed the lesser of $60,000,000 and made the sum of (A) 65% of the book value of the Inventory of the Company and its Subsidiaries and (B) 85% of the book value of the Receivables of the Company and its Subsidiaries; (vii) Indebtedness in an aggregate principal amount which, together with all other Indebtedness of the Company outstanding on the date of such Incurrence (other than Indebtedness permitted by clauses (i) through (vi) above) does not exceed $10,000,000 at any one time outstanding and that is subordinated to the Obligations on terms reasonably satisfactory to Administrative Agent and Documentation Agent and is not secured by Liens on any personal, real or mixed property of any of the Loan Parties or any of the Company's Subsidiaries; (viii) Indebtedness which refinances in whole or in part hereof; the Senior Subordinated Notes or the Senior Discount Notes so long as: (a) the cash and non-cash interest rate payable with respect thereto does not exceed the cash and non-cash interest rate payable with respect thereto prior to such refinancing and there are no obligors for such Indebtedness other than the existing obligors with respect to the Indebtedness being refinanced, (b) interest with respect thereto is not payable more frequently than under the Senior Subordinated Notes or the Senior Discount Notes, as the case may be, (c) no principal of such Indebtedness is due or payable prior to the maturity date thereof, (d) the maturity date of such Indebtedness is no earlier than the July 1, 2006, (e) Subordinated Debt; such Indebtedness is subordinated to the Indebtedness of such Loan Party under the Loan Documents pursuant to subordination provisions which are no less favorable to the Lenders than the subordination provisions existing with respect thereto on the Closing Date, as determined by the Administrative Agent and the Documentation Agent in each of their sole discretion, and (f) such Indebtedness is otherwise on terms and conditions (including, without limitation, payment terms, covenants, remedies, defaults and other material terms) no less favorable than those contained in the Senior Subordinated Note Indenture or the Senior Discount Note Indenture, as the case may be, as determined by the Administrative Agent and the Documentation Agent in each of their sole discretion; and (ix) Obligations in existence on the Closing Date that become Indebtedness due to a Fin 46 Entity which is non-recourse to Borrower or change in GAAP after the Closing Date; (x) Indebtedness resulting from any Subsidiary Guarantor; Hedging Obligations for the purpose of hedging in the ordinary course of business (gand not for speculative purposes) guarantees by Borrower of Indebtedness of a Subsidiary Guarantor consistent with past practices against fluctuations in commodity prices, so long as such Indebtedness of such Subsidiary Guarantor constitutes Permitted Indebtedness; (h) Indebtedness under Hedging Agreements; (i) upon and following the consummation is not secured by any Liens on any property or assets of the MergerLoan Parties or their respective Subsidiaries; and (xi) so long as the Net Cash Proceeds are applied to prepay the Loans in accordance with the provisions of subsection 2.4B(ii)(d), other Subordinated Indebtedness of the Post-Merger Parent that is non-recourse in an aggregate amount not to Borrower or any Subsidiary Guarantor, and (j) Indebtedness related to the ▇▇▇▇ CDSexceed $20,000,000.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "Permitted Indebtedness"): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to 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 ▇▇▇▇ 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 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 ▇▇▇▇ CDSone time outstanding.

Permitted Indebtedness. Indebtedness Borrow money, issue evidences of indebtedness for borrowed money or create, assume, guarantee, become contingently liable for or suffer to Agent, Issuing Bank and Lenders exist indebtedness for borrowed money in connection with the Revolving Credit and Letters of Credit or otherwise pursuant addition to the Loan Documents; Notes (b) trade payables incurred in the ordinary course of Borrower’s or any Subsidiary Guarantor’s business; (c) purchase money Indebtedness (including including, without limitation, as indebtedness Capitalized Lease Obligations) hereafter incurred by Borrower or any Subsidiary Guarantor except (but at all times subject to finance compliance with the purchase of fixed assets; provided thatfinancial covenants set forth in Sections 4(n), 4(o) and 4(p) hereof): (i) existing indebtedness of the Company and its Subsidiaries set forth in SCHEDULE 5(a) hereto, provided that all such Indebtedness incurred indebtedness shall be repaid in any fiscal year accordance with its terms with extensions, renewals or other modifications (such indebtedness, upon such extension, renewal or other modification, shall not exceed $1,000,000 constitute Current Debt or Funded Debt otherwise permitted by this paragraph 5(a)) and provided further that all such extensions, renewals or other modifications shall be subject to paragraph 5(h); (ii) such Indebtedness shall Funded Debt of the Company or its Subsidiaries incurred after the Closing Date (A) if, after giving effect thereto, the ratio of Consolidated Income Available for Fixed Charges to pro forma Consolidated Fixed Charges during the succeeding 12-month period is at least 2.5:1 and (B) after giving effect to additional Funded Debt of any Subsidiary, the aggregate Funded Debt of all Subsidiaries does not exceed the purchase price 10% of the assets funded and Consolidated Tangible Net Worth; (iii) no such Indebtedness may be refinanced Current Debt of the Company or its Subsidiaries for money borrowed from banks, trust companies, insurance companies and similar financial institutions, or commercial paper issued by the Company, which indebtedness is unsecured; provided that for a period of sixty consecutive days in each fiscal year the Company shall reduce such Current Debt to an amount outstanding which during such sixty day period, could have been incurred as Funded Debt pursuant to paragraph 5(a)(ii); (iv) other indebtedness that does not have an aggregate outstanding principal amount in excess greater than $1,000,000 at any time; (v) Funded Debt of the Company's Subsidiary, AUTOTROL, S.A., Le Mee Sur Seine, France, not exceeding $3,000,000 in outstanding principal amount outstanding at the time of such refinancingany time; and (dvi) 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 indebtedness of a Subsidiary Guarantor so long as such Indebtedness of such to a wholly owned Subsidiary Guarantor constitutes Permitted Indebtedness; (h) Indebtedness under Hedging Agreements; (i) upon and following the consummation of the Mergeror, Indebtedness of the Post-Merger Parent that is non-recourse subject to Borrower or any Subsidiary Guarantorparagraph 5(b)(viii), and (j) Indebtedness related to the ▇▇▇▇ CDSCompany.

Permitted Indebtedness. Indebtedness Neither the Borrower nor any Subsidiary will create, incur or suffer to Agentexist any Indebtedness, Issuing Bank except, without duplication and Lenders in connection with the Revolving Credit and Letters of Credit or otherwise pursuant without duplication as to the Loan Documents; Borrower and Subsidiaries: (a) The Obligations; (b) trade payables Unsecured Indebtedness existing on the Agreement Date and described on Schedule 7.1(g) attached hereto; (c) Derivatives Contracts entered into in respect of the Obligations; (d) Indebtedness of the Borrower owed to a Subsidiary Guarantor, Indebtedness of a Subsidiary Guarantor owed to the Borrower and Indebtedness of a Subsidiary Guarantor owed to a Subsidiary Guarantor; provided, however, that (a) any Indebtedness of the Borrower owed to a Subsidiary Guarantor is unsecured and subordinated to the Borrower’s Obligations hereunder in a manner satisfactory to the Administrative Agent, and (b) upon any such Subsidiary Guarantor ceasing to be a Subsidiary Guarantor or such Indebtedness being owed to any Person other than the Borrower or a Subsidiary Guarantor, the Borrower or such Subsidiary Guarantor hereunder, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (d); (e) Trade accounts payable and accrued expenses arising or occurring in the ordinary course of business; (f) Indebtedness with respect to Letters of Credit; (g) Indebtedness consisting of Taxes payable, and obligations in respect of customer deposits, all to the extent incurred in the ordinary course of the Borrower’s or any Subsidiary GuarantorSubsidiary’s business; (h) Performance bonds, completion bonds, other bonds customarily used by the Borrower in its trade or business, surety and appeal bonds, guarantees of performance and guarantees of Indebtedness of a special district entered into in the ordinary course of business (in each case other than for an obligation for money borrowed); (i) Indebtedness arising under a guarantee of indebtedness of any Joint Venture (provided that such guarantee shall be deemed to be an investment in such Joint Venture and subject to the limitations in clause (e) of the definition of Permitted Investments and Section 10.1(e)); (j) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (c5) Business Days of incurrence; (k) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (l) (i) Capitalized Lease Obligations and (ii) Non-Recourse Indebtedness secured by purchase money Indebtedness Liens on any Property (including Capitalized Lease Obligationsother than any Borrowing Base Property) hereafter acquired or the assumption of any Lien on Property (other than any Borrowing Base Property) existing at the time of such acquisition (and not created in contemplation of such acquisition), provided that (1) the amount outstanding under clauses (i) and (ii) shall not exceed $500,000 in the aggregate at any time and (2) with respect to Indebtedness incurred under clause (ii) above, (X) any Property securing such Indebtedness shall have been acquired by the Borrower or any Subsidiary Guarantor in the ordinary course of its respective business and the Lien on any such Property shall attach to finance such asset concurrently or within ninety (90) days after the purchase of fixed assets; provided thatacquisition thereof, (iY) such Indebtedness incurred in any fiscal year shall not exceed $1,000,000 (ii) the amount of such Indebtedness shall not exceed the such purchase price or cost of the assets funded and (iii) no any Property securing 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 (jZ) Indebtedness related each Lien shall attach only to the ▇▇▇▇ CDS.Property so acquired; (m) Intentionally omitted;

Permitted Indebtedness. Indebtedness Not, and not permit any of its Subsidiaries to, create, incur, assume or permit to Agent, Issuing Bank and Lenders in connection with the Revolving Credit and Letters of Credit exist or otherwise pursuant to become or be liable in respect of any Indebtedness unless approved in writing by the Required Lenders, except: (i) Indebtedness under this Agreement and the other Loan Documents; ; (bii) trade payables incurred Indebtedness in respect of the Medium Term Notes and any Indebtedness refinancing such Medium Term Notes or in extension or renewal thereof; (iii) current accounts payable and accrued liabilities arising in the ordinary course of business; (iv) Indebtedness incurred in connection with the Liens permitted by SECTION 9.3.4; (v) Indebtedness of any Material Subsidiary of the Borrower payable to the Borrower PROVIDED that such Indebtedness shall be evidenced by the Intercompany Subordinated Demand Note of such Material Subsidiary payable to the order of the Borrower’s or any Subsidiary Guarantor’s business; , and endorsed over to the Collateral Agent pursuant to the terms of, and subject to the Liens created under, the Notes Security Agreement, and PROVIDED FURTHER, that such Indebtedness shall be subordinated pursuant to the terms of a subordination agreement in substantially the form of the Subordination Agreement referred to in SECTION 11.1.10; (ca) purchase money Indebtedness (including Capitalized Lease Obligations; provided the amount of Capitalized Lease Obligations payable by the Borrower and its Subsidiaries during any calendar year does not exceed $20,000,000 in the aggregate and (b) hereafter incurred Indebtedness of the Borrower and its Subsidiaries of the type described in CLAUSE (D) of the definition of "INDEBTEDNESS"; PROVIDED the amount of rentals payable by the Borrower and its Subsidiaries under all arrangements (other than the Lease) for such Indebtedness described in such CLAUSE (D) during any calendar year does not exceed $7,500,000 in the aggregate; (vii) Indebtedness of the Borrower or any Subsidiary Guarantor of its Subsidiaries in respect of Hedging Obligations from time to finance time entered into in accordance with customary industry practice; (viii) [Intentionally omitted]; (ix) Indebtedness of the purchase Borrower and the Lessee under the Operative Documents, all as in effect on the date hereof; (x) Indebtedness of fixed assets; provided that, (i) such Indebtedness incurred the Borrower to the Holding Company or the Parent Company evidenced by the RSNs in any fiscal year shall an aggregate original principal amount not to exceed $1,000,000 100,000,000; (iixi) Indebtedness permitted under SECTION 9.3.5; (xii) Indebtedness for current taxes and deferred taxes not delinquent or being contested in good faith and by appropriate proceedings; (xiii) Indebtedness of the Borrower to the Parent Company or its Affiliates permitted under SECTION 9.3.1(V); (xiv) Indebtedness in respect of one or more letters of credit (other than Letters of Credit) in an aggregate undrawn face amount not to exceed $4,000,000 for all such letters of credit; (xv) Indebtedness of any Material Subsidiary of the Borrower (the "PAYOR") to any other Subsidiary of the Borrower (the "PAYEE") PROVIDED that (a) such Indebtedness shall not exceed the purchase price be evidenced by a promissory note of the assets funded and (iii) no such Indebtedness may be refinanced for a principal amount in excess Payor payable to the order of the principal amount outstanding at Payee, (b) such promissory note is subordinated 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 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 Guaranty of the Merger, Indebtedness Payor and the other obligations of the Post-Merger Parent that is non-recourse to Borrower or any Subsidiary Guarantor, and (j) Indebtedness related Payor to the ▇▇▇▇ CDS.Lenders and the Agents pursuant to subordination provisions in such promissory note no less favorable to the Lenders than those provisions set forth in EXHIBIT 9.3.3

Permitted Indebtedness. Purchaser shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, “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 ▇▇▇▇ CDSSeller.

Permitted Indebtedness. Indebtedness Borrow money, issue evidences of indebtedness or create, assume, guarantee or become contingently liable for or suffer to Agentexist any indebtedness (including, Issuing Bank without limitation, Capitalized Lease Obligations) in addition to the Notes, except: (i) Current Debt of the Company to banks or other similar financial institutions, which indebtedness is unsecured except as permitted by paragraph 5(i)(v) hereof; (ii) the following types of Funded Debt: (A) Capitalized Lease Obligations and Lenders Purchase Money Obligations of the Company incurred after the Closing Date; and (B) other Funded Debt of the Company incurred after the Closing Date, which indebtedness shall be unsecured; (iii) existing indebtedness and guaranties of the Company and its Subsidiaries set forth on Exhibit D hereto, provided that such indebtedness shall be repaid in accordance with its terms and with the schedule set forth in Exhibit D with no extension, renewal or other modification, provided, however, that indebtedness marked with an asterisk on Exhibit D shall be paid in full on or prior to the Closing Date from the proceeds of the sale of the Notes or from other capital resources of the Company; (iv) indebtedness of Subsidiaries to the Company constituting general obligations of such Subsidiaries, incurred in connection with (A) gold consignment transactions or (B) financing of any accounts receivable of such Subsidiaries, in each case, so long as such indebtedness is not subordinated to any other indebtedness of such Subsidiaries; (v) indebtedness of a Subsidiary acquired by the Revolving Credit and Letters Company after the date hereof existing at the time of Credit or otherwise pursuant such acquisition; (vi) amounts due by the Company to any consignor of fine gold in respect of the gold consigned by it to the Loan DocumentsCompany; and (bvii) trade payables indebtedness or liabilities, other than for money borrowed, incurred or arising 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 provided that immediately after giving effect to the incurrence of any Subsidiary Guarantor to finance the purchase of fixed assets; provided that, (i) such Indebtedness incurred Funded Debt described in any fiscal year shall not exceed $1,000,000 clause (ii) such Indebtedness shall above and to any concurrent transactions, Total Funded Debt (excluding current maturities) does not exceed the purchase price 50% 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 ▇▇▇▇ CDSTotal Capitalization.

Permitted Indebtedness. No Borrower shall create, incur, assume or suffer to exist any Indebtedness to Agentfor Borrowed Money, Issuing Bank and Lenders in connection with except the Revolving Credit and Letters of Credit or otherwise pursuant to following (collectively, "PERMITTED INDEBTEDNESS"): (a) Indebtedness 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 ▇▇▇▇ 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. Indebtedness “Permitted Indebtedness” shall mean without duplication of amounts: (i) indebtedness of Borrower or any Third Party Obligor to AgentBorrower or any Subsidiary in the ordinary course of business; (ii) indebtedness in favor of Solon AG and its affiliates under the Amended and Restated Supply Agreement, Issuing Bank dated as of April 14, 2005, as amended, between Borrower and Lenders Solon AG fur Solartechnik; (iii) indebtedness in favor of customers and suppliers of the Borrower and Third Party Obligors in connection with supply and purchase agreements in an aggregate principal amount not to exceed Two Hundred Million Dollars ($200,000,000.00) at any one time and any refinancings, refundings, renewals or extensions thereof (without shortening the Revolving maturity thereof or increasing the principal amount thereof); (iv) 1.25% senior convertible debentures issued in February 2007 in the aggregate principal amount of Two Hundred Million Dollars ($200,000,000.00) plus accrued interest thereon; (v) obligations owed to bonding companies in connection with obligations under bonding contracts (however titled) entered into in the ordinary course of business, pursuant to which such bonding companies issue bonds or otherwise secure performance of Borrower and Subsidiaries for the benefit of their customers and contract counterparties; (vi) 0.75% senior convertible debentures issued in August 2007 in the aggregate principal amount of Two Hundred Twenty-Five Million Dollars ($225,000,000.00) plus accrued interest thereon; (vii) indebtedness to Union Bank of California (“UBOC”) consisting of an unsecured term loan in an principal amount not to exceed $30,000,000.00, provided that (1) prior to Borrower or any Third Party Obligor entering into any definitive or binding agreement with respect to any such indebtedness, Bank shall have reviewed and approved in writing all material terms and conditions of such indebtedness, and (2) the loan agreement and other definitive agreements (the “UBOC Documents”) are in all material respects consistent with such terms and conditions; (viii) guaranties and similar obligations that are otherwise permitted under Section 5.4; (ix) loans, advances and investments that are otherwise permitted under Section 5.5; (x) indebtedness in respect of the Debentures Offering (as that term is defined in that certain Consent to New Indebtedness, dated as of April, 2009, between Borrower and Bank (the “Consent”) and Hedging Transactions (as that term is defined in the Consent); (xi) indebtedness in respect of the Debentures Offering (as that term is defined in that certain Consent Agreement, dated as of March 24, 2010, between Borrower and Bank (the “Second Consent”) and Hedging Transactions (as that term is defined in the Second Consent); (xii) indebtedness, in an aggregate principal amount not to exceed Twenty Million Dollars ($20,000,000.00) outstanding at any time, incurred by Borrower and constituting part of the Total Non-Stock Consideration paid by Borrower to consummate the Specified Acquisition Transaction (as defined in that certain Fourth Amendment to Amended and Restated Credit Agreement, dated as of February 10, 2010 (as amended by that certain letter agreement, dated as of March 16, 2010), between Borrower and Letters Bank) (such indebtedness, the “Specified Acquisition Transaction Indebtedness”); (xiii) indebtedness, in an aggregate principal amount not to exceed Four Hundred Million Dollars ($400,000,000.00), of Borrower and Third Party Obligors arising under a Letter of Credit Facility Agreement, to be dated approximately as of a date in April, 2010, as amended, supplemented or otherwise modified from time to time (the “LC Facility Agreement”), among Borrower, its Subsidiaries, the financial institutions parties thereto from time to time and Deutsche Bank AG New York Branch, as “Issuing Bank” and as “Administrative Agent” (as each of such terms is defined in the LC Facility Agreement), with such LC Facility Agreement (1) to be in form and substance substantially similar to the draft thereof supplied by Borrower to Bank on April 9, 2010 and (2) to expressly permit the first priority security interests and liens granted or to be granted by Borrower to Bank pursuant to Section 1.1(b) and/or Section 1.5 of this Agreement as in effect upon the Loan Documentseffectiveness of that certain Fifth Amendment to Amended and Restated Credit Agreement, dated as of April 12, 2010, between Borrower and Bank; (bxiv) additional indebtedness of Borrower and Third Party Obligors in an aggregate principal amount not to exceed Twenty-Five Million Dollars ($25,000,000.00) outstanding at any one time; and (xv) accrued interest on any of the foregoing. For clarity, Bank and Borrower agree that Borrower’s or any Subsidiary’s trade payables incurred in the ordinary course of business do not constitute indebtedness prohibited or restricted by the terms of this Section 5.3. Borrower shall not agree to any amendment of or departure from any terms and conditions of the UBOC Documents or the IFC Documents (as hereinafter defined) which would render the terms thereof more restrictive or onerous to Borrower’s , any Third Party Obligor or SunPower Philippines Manufacturing Limited than the material terms and conditions reviewed and approved by Bank in writing. In addition, Borrower shall not amend, supplement or otherwise modify (or permit any of the foregoing) or request or agree to any consent or waiver under (any of the foregoing, a “Modification”) any evidence of Permitted Indebtedness without the prior written consent of Bank, except to the extent that such Modification of Permitted Indebtedness does not result and could not reasonably be expected to result in an Event of Default or any Subsidiary Guarantor’s business; (c) purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred by Borrower event which, with the giving of notice, the lapse of time or any Subsidiary Guarantor to finance the purchase both, would constitute an Event 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 ▇▇▇▇ CDSDefault.

Permitted Indebtedness. Indebtedness (i) Agent hereby consents to the financing to be provided on the date hereof by CIT Group to Borrower in the maximum principal amount of $11,000,000.00 (the “CIT Loan”), provided that the proceeds of the CIT Loan shall be disbursed directly to Agent, Issuing Bank and Lenders in connection with for the Revolving Credit and Letters benefit of Credit or otherwise pursuant Borrower, for application to the prepayment of the Term Loans as contemplated hereby, and, provided further, that the CIT Loan shall be secured only by the assets listed on Schedule 1(c) hereto (the “CIT Collateral”). Notwithstanding anything contained in the Credit Agreement or the other Loan Documents to the contrary including, without limitation, Sections 6.11 and 6.15 of the Credit Agreement, neither Borrower’s acceptance of the CIT Loan nor the grant by Borrower of a first position security interest in the CIT Collateral, shall constitute a breach, Default or Unmatured Default under the Credit Agreement or the other 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 Agent hereby agrees to execute and deliver to Borrower, or to an escrow agent selected by Borrower, Agent and CIT Group, a Partial Release dated of even date herewith, pursuant to which Agent shall not exceed release all of its right, title and interest in and to the purchase price of the assets funded and CIT Collateral (“Partial Release”). (iii) no such Indebtedness may be refinanced for a principal amount in excess Subpart (iv) of Section 6.11 of the principal amount outstanding Credit Agreement is hereby revised and replaced in its entirety by the following: (iv) Consolidated Indebtedness, calculated for the Borrower and/or its Subsidiaries without duplication, not exceeding (1) $32,500,000.00 in the aggregate incurred at any time during fiscal year 2004, and (2) an incremental $10,000,000.00 in the aggregate incurred at any time after January 1, 2005; provided, that all of such refinancing; Consolidated Indebtedness is incurred for the sole purpose of purchasing, leasing or other financings, including time shares, with respect to aircraft and related tangible fixed assets in fiscal years 2004, 2005 and/or 2006, or refinancing the same in fiscal year 2004, it being understood and agreed that if (da) Indebtedness existing on the Closing Date that is identified such covenants, defaults, and described on Schedule “1.1(a)” attached hereto other terms and made part hereof; (e) Subordinated Debt; (f) Indebtedness of a Fin 46 Entity which is non-recourse conditions shall include any financial covenants with respect 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 Guarantorits Subsidiaries, and (jb) any security interest shall be granted in connection with such Consolidated Indebtedness related (as permitted pursuant to Section 6.15), then the bank, financial institution or other creditor to which such Consolidated Indebtedness is owing shall have entered into an Inter-Creditor Agreement with Agent for the benefit of the Lenders and in form and substance satisfactory to the ▇▇▇▇ CDSLenders.”

Permitted Indebtedness. 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 $500,000 aggregate limitation for Pioneer. 1.8 Section 7.4 “Redemption/Guarantees/Advances/Issuance of Stock/Dividend” shall be deleted in its entirety and shall be replaced with 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 ▇▇▇▇ CDS.following:

Permitted Indebtedness. The Trinidad Project Borrower shall not create or incur or suffer to exist any Indebtedness except the following (collectively, "TRINIDAD PERMITTED PROJECT INDEBTEDNESS"): (a) Indebtedness incurred pursuant to Agent, Issuing Bank and Lenders in connection with the Revolving Credit and Letters of Credit or otherwise this Agreement; (b) Indebtedness incurred pursuant to the Loan Documents; (b) trade payables incurred in Guarantee by the ordinary course of Borrower’s or any Subsidiary Trinidad Guarantor’s business; ; (c) purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred by Borrower or any Subsidiary Guarantor to finance in whole or in part the purchase making of fixed assetscapital improvements to the Trinidad Project required to maintain compliance with Applicable Law; provided PROVIDED that the Independent Engineer shall have certified to the Bond Trustee that, : (i) (x) an Officer's Certificate of an Authorized Officer of the Trinidad Obligor certifying that such Indebtedness incurred is required to make a capital improvement to the Trinidad Project that is required in any fiscal year shall not exceed $1,000,000 order to maintain compliance with Applica ble Law is reasonable and (y) that such Indebtedness is the most effective means of making such capital expenditure and, if applicable, completing the Trinidad Project; and (ii) after giving effect to the incurrence of such Indebtedness, the minimum Projected Debt Service Coverage Ratio for (A) the next four consecutive fiscal quarters, commencing with the quarter in which such Indebtedness shall not exceed the purchase price of the assets funded is to be incurred, taken as one annual period, and (iiiB) no such Indebtedness may each subsequent fiscal year through the Final Maturity Date for the Securities, will not be refinanced for a principal amount in excess of the principal amount outstanding at the time of such refinancing; less than 1.2 to 1; (d) Indebtedness existing on incurred to finance in whole or in part the Closing making of capital improvements to the Trinidad Project other than those capital improvements referenced in clause (c) above PROVIDED that: (i) an Authorized Officer of the Trinidad Obligor certifies to the Bond Trustee that no Default or Event of Default has occurred and is continuing or will occur as a result of the incurrence of such Indebtedness; (ii) the Independent Engineer shall have certified to the Bond Trustee that after giving effect to the incurrence of such Indebtedness, (x) the minimum Projected Debt Service Coverage Ratio for (A) the next four consecutive fiscal quarters commencing with the quarter in which such Indebtedness is to be incurred, taken as one annual period and (B) each subsequent fiscal year through the Final Maturity Date for the Securities, will not be less than 1.5 to 1, and (y) the average Projected Debt Service Coverage Ratio for all succeeding fiscal years until the Final Maturity Date for the Securities will not be less than 1.55 to 1; and (iii) written confirmation from each Rating Agency then rating the Securities that is identified and described on Schedule “1.1(a)” attached hereto and made part hereof; the incurrence of such Indebtedness will not result in a Ratings Downgrade; (e) Subordinated DebtIndebtedness in the form of a working capital facility for the benefit of the Trinidad Project in an aggregate principal amount not to exceed $3,000,000; PROVIDED that the terms of such facility provide that the aggregate amount of all loans outstanding thereunder shall be reduced to zero for ten (10) days in each fiscal year; (f) Indebtedness To the extent such obligations would constitute Indebtedness, obligations of a Fin 46 Entity which is non-recourse to Borrower or any Subsidiary Guarantor; the Trinidad Finance Parties under the Trinidad Project Documents; (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 ▇▇▇▇ CDSTrinidad Permitted Project Liens; and (h) Subordinated Indebtedness from any other Trinidad Finance Party.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, “Permitted Indebtedness”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to 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 ▇▇▇▇ CDSLender).

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 ▇▇▇▇ CDSone time outstanding.

Permitted Indebtedness. The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, issue, assume or permit to exist any Indebtedness to Agent, Issuing Bank for Borrowed Money other than: (a) the Obligations hereunder and Lenders the Subsidiary Guaranty Agreement relating thereto; (b) unsecured Subordinated Debt; (c) debt incurred in connection with permitted Fixed Asset Financing; (d) unsecured Indebtedness for Borrowed Money owing between the Revolving Credit Borrower and Letters of Credit or otherwise pursuant to the Loan Documents; (b) trade payables incurred its Restricted Subsidiaries in the ordinary course of Borrower’s business, provided that the aggregate amount of Indebtedness for Borrowed Money at any one time owing either by or any to the Insurance 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; 1,000,000; (e) Subordinated the 2021 Unsecured Bond Debt; ; (f) Indebtedness arising from or incurred in connection with a Permitted Facility or refinancing thereof; provided that no portion of a Fin 46 Entity which such Indebtedness or any other obligation (contingent or otherwise) in connection therewith (i) is non-recourse to guaranteed by the Borrower or any Restricted Subsidiary Guarantorother than pursuant to Standard Securitization Undertakings, (ii) is recourse to or obligates the Borrower or any Restricted Subsidiary in any way other than as the seller of the relevant Receivables other than pursuant to Standard Securitization Undertakings, or (iii) subjects any property of the Borrower or any Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than as the seller of Receivables being financed pursuant to Standard Securitization Undertakings; and (g) guarantees by Borrower of other unsecured Indebtedness of a Subsidiary Guarantor so long as such Indebtedness of such Subsidiary Guarantor constitutes Permitted Indebtedness; for Borrowed Money owing to any Person (h) Indebtedness under Hedging Agreements; (i) upon and following other than to the consummation of the Merger, Indebtedness of the Post-Merger Parent that is non-recourse to Borrower or another Restricted Subsidiary) in an aggregate amount for the Borrower and all Restricted Subsidiaries not exceeding $10,000,000 at any Subsidiary Guarantor, and (j) Indebtedness related to the ▇▇▇▇ CDStime outstanding.

Permitted Indebtedness. Any of the following: (i) 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 ▇▇▇▇ CDS2010 Annual Report.

Permitted Indebtedness. No U.S. Guarantor shall create or incur or suffer to exist any Indebtedness to Agentexcept the following (collectively, Issuing Bank and Lenders in connection with the Revolving Credit and Letters of Credit or otherwise "U.S. PERMITTED PROJECT INDEBTEDNESS"): (a) Indebtedness incurred pursuant to the Loan Documents; this Agreement; (b) trade payables Indebtedness incurred in the ordinary course of Borrower’s or pursuant to any Subsidiary Guarantee by a U.S. Guarantor’s business; ; (c) purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred by Borrower or any Subsidiary Guarantor to finance in whole or in part the purchase making of fixed assetscapital improvements to the Big Spring Project required to maintain compliance with Applicable Law; provided PROVIDED that the Independent Engineer shall have certified to the Bond Trustee that, : (i) (x) an Officer's Certificate of an Authorized Officer of the Big Spring Guarantor certifying that such Indebtedness incurred is required to make a capital improvement to such U.S. Project that is required in any fiscal year shall not exceed $1,000,000 order to maintain compliance with Applicable Law is reasonable and (y) and that such Indebtedness is the most effective means of making such capital expenditure and, if applicable, completing the Big Spring Project; and (ii) after giving effect to the incurrence of such Indebtedness, each of the minimum Projected Debt Service Coverage Ratio and the U.S. Projected Debt Service Coverage Ratio for (A) the next four consecutive fiscal quarters, commenc ing with the quarter in which such Indebtedness shall not exceed the purchase price of the assets funded is to be incurred, taken as one annual period, and (iiiB) no such Indebtedness may each subsequent fiscal year through the Final Maturity Date for the Securities, will not be refinanced for a principal amount in excess of the principal amount outstanding at the time of such refinancing; less than 1.2 to 1; (d) Indebtedness existing on incurred to finance in whole or in part the Closing making of capital improvements to the Big Spring Project other than those capital improvements referenced in clause (c) above PROVIDED that: (i) an Authorized Officer of the Big Spring Guarantor certifies to the Bond Trustee that no Default or Event of Default has occurred and is continuing or will occur as a result of the incurrence of such Indebtedness; (ii) the Independent Engineer shall have certified to the Bond Trustee that after giving effect to the incurrence of such Indebtedness, (x) each of the minimum Projected Debt Service Coverage Ratio and the U.S. Projected Debt Service Coverage Ratio for (A) the next four consecutive fiscal quarters commencing with the quarter in which such Indebtedness is to be incurred, taken as one annual period and (B) each subsequent fiscal year through the Final Maturity Date for the Securities, will not be less than 1.5 to 1, and (y) each of the average Projected Debt Service Coverage Ratio and the U.S. Projected Debt Service Coverage Ratio for all succeed ing fiscal years until the Final Maturity Date for the Securities will not be less than 1.55 to 1; and (iii) written confirmation from each Rating Agency then rating the Securities that is identified and described on Schedule “1.1(a)” attached hereto and made part hereof; the incurrence of such Indebtedness will not result in a Rating Down grade; (e) Subordinated DebtIndebtedness incurred to finance in whole or in part the purchase of any loans made from Edison Mission Energy, or an Affiliate thereof, to B-41 L.P; PROVIDED that: (i) an Authorized Officer of the BNY Guarantor certifies to the Bond Trustee that no Default or Event of Default has occurred and is continuing or will occur as a result of the incurrence of such Indebtedness; (ii) the Independent Engineer shall have certified to the Bond Trustee that after giving effect to the incurrence of such Indebtedness, (x) each of the minimum Projected Debt Service Coverage Ratio and the U.S. Projected Debt Service Coverage Ratio for (A) the next four consecutive fiscal quarters commencing with the quarter in which such Indebtedness is to be incurred, taken as one annual period and (B) each subsequent fiscal year through the Final Maturity Date for the Securities, will not be less than 1.5 to 1, and (y) each of the average Projected Debt Service Coverage Ratio and the U.S. Projected Debt Service Coverage Ratio for all succeed ing fiscal years until the Final Maturity Date for the Securities will not be less than 1.55 to 1; and (iii) written confirmation from each Rating Agency then rating the Securities that the incurrence of such Indebtedness will not result in a Rating Downgrade; (f) Indebtedness in the form of a Fin 46 Entity which is non-recourse working capital facility for the benefit of the Big Spring Project in an aggregate principal amount not to Borrower or any Subsidiary Guarantorexceed $2,000,000; PROVIDED that the terms of such facility provide that the aggregate amount of all loans outstanding thereunder shall be reduced to zero for ten (10) days; (g) guarantees by Borrower To the extent such obligations would constitute Indebtedness, obligations of Indebtedness of a Subsidiary Guarantor so long as such Indebtedness of such Subsidiary Guarantor constitutes Permitted Indebtednessthe U.S. Guarantors under the U.S. Project Documents; and (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 ▇▇▇▇ CDSU.S. Permitted Project Liens.

Permitted Indebtedness. Neither Company nor any Subsidiary will create, incur or assume any Indebtedness to Agent, Issuing Bank other than: (a) Indebtedness represented by or incurred under the Notes and Lenders in connection with the Revolving Credit Purchase Agreement and Letters of Credit or otherwise pursuant to the Loan Documents; all Senior Indebtedness; (b) trade payables Indebtedness incurred to prepay or repay in full the ordinary course remaining outstanding principal amount of Borrower’s Notes and all other amounts due thereon or any Subsidiary Guarantor’s business; under the Purchase Agreement; (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 and identified on the Disclosure Schedule; (d) Indebtedness incurred solely as an extension, renewal, refinancing or replacement of Indebtedness of the Companies under clause (c) above (but excluding any Indebtedness under clause (c) above to the extent such Indebtedness is repaid with the proceeds from the sale of the Notes and Warrants), provided that is identified any such extension, renewal or refinancing (A) shall be on terms which on balance are substantially as favorable to the Companies as the terms of such existing Indebtedness (other than changes in the amount of the interest rate and described on Schedule “1.1(a)” attached hereto other than the imposition of additional Liens permitted by Section 8.9(h) hereof) and made part hereof; (B) shall not be in a greater principal amount or have a shorter average life or earlier maturity than such existing Indebtedness; (e) Subordinated Debt; Interest Rate Protection Agreements required by the Senior Credit Facility or incurred for hedging purposes in the ordinary course of business; (f) Capitalized Leases, to the extent the aggregate amount of Capitalized Lease Obligations under all Capital Leases when aggregated with the amount of Indebtedness of a Fin 46 Entity which is non-recourse to Borrower or permitted by Section 8.3(g) (I) incurred during any Subsidiary Guarantor; one year shall not exceed $200,000 and (II) outstanding at any one time shall not exceed $1,250,000; (g) guarantees Indebtedness incurred to pay all or a portion of the purchase price of equipment or machinery used in the ordinary course of business of the Company or any of its Subsidiaries or any Indebtedness incurred to refinance such Indebtedness, provided that the aggregate principal amount of all Indebtedness secured by Borrower Liens permitted by this clause (g), when aggregated with the amount of Indebtedness of a Subsidiary Guarantor so long as such Indebtedness of such Subsidiary Guarantor constitutes Permitted Indebtednesspermitted by Section 8.3(f) does not exceed at any one time outstanding the amounts permitted pursuant to 8.3(f); and; (h) Additional Indebtedness under Hedging Agreements; in an amount which does not exceed $3,300,000 (i) upon and following the consummation of the Merger, which Indebtedness of the Post-Merger Parent that is non-recourse to Borrower may or any Subsidiary Guarantor, and (j) Indebtedness related may not be incurred pursuant to the ▇▇▇▇ CDSSenior Credit Facility).

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, “Permitted Indebtedness”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to 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 ▇▇▇▇ 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 ▇▇▇▇ CDS.Lender or any Affiliate of Lender; and (l) unsecured Indebtedness owed by one Borrower to another. ​

Permitted Indebtedness. Indebtedness Neither the Borrower nor any Subsidiary will create, incur or suffer to Agentexist any Indebtedness, Issuing Bank except, without duplication and Lenders in connection with the Revolving Credit and Letters of Credit or otherwise pursuant without duplication as to the Loan Documents; Borrower and Subsidiaries: (a) The Obligations; (b) trade payables Unsecured Indebtedness existing on the Agreement Date and described on Schedule 7.1(g) attached hereto; (c) Derivatives Contracts entered into in respect of the Obligations; (d) Indebtedness of the Borrower owed to a Subsidiary Guarantor, Indebtedness of a Subsidiary Guarantor owed to the Borrower and Indebtedness of a Subsidiary Guarantor owed to a Subsidiary Guarantor; provided, however, that (a) any Indebtedness of the Borrower owed to a Subsidiary Guarantor is unsecured and subordinated to the Borrower’s Obligations hereunder in a manner satisfactory to the Administrative Agent, and (b) upon any such Subsidiary Guarantor ceasing to be a Subsidiary Guarantor or such Indebtedness being owed to any Person other than the Borrower or a Subsidiary Guarantor, the Borrower or such Subsidiary Guarantor hereunder, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (d); (e) Trade accounts payable and accrued expenses arising or occurring in the ordinary course of business; (f) Indebtedness with respect to Letters of Credit; (g) Indebtedness consisting of Taxes payable, and obligations in respect of customer deposits, all to the extent incurred in the ordinary course of the Borrower’s or any Subsidiary GuarantorSubsidiary’s business; (h) Performance bonds, completion bonds, other bonds customarily used by the Borrower in its trade or business, surety and appeal bonds, guarantees of performance and guarantees of Indebtedness of a special district entered into in the ordinary course of business (in each case other than for an obligation for money borrowed); (i) Indebtedness arising under a guarantee of indebtedness of any Joint Venture (provided that such guarantee shall be deemed to be an investment in such Joint Venture and subject to the limitations in clause (e) of the definition of Permitted Investments and Section 10.1(e)); (j) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (c5) Business Days of incurrence; (k) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (l) (i) Capitalized Lease Obligations and (ii) Non-Recourse Indebtedness secured by purchase money Indebtedness Liens on any Property (including Capitalized Lease Obligationsother than any Borrowing Base Property) hereafter acquired or the assumption of any Lien on Property (other than any Borrowing Base Property) existing at the time of such acquisition (and not created in contemplation of such acquisition), provided that (1) the amount outstanding under clauses (i) and (ii) shall not exceed the Threshold Amount in the aggregate at any time and (2) with respect to Indebtedness incurred under clause (ii) above, (X) any Property securing such Indebtedness shall have been acquired by the Borrower or any Subsidiary Guarantor in the ordinary course of its respective business and the Lien on any such Property shall attach to finance such asset concurrently or within ninety (90) days after the acquisition thereof, (Y) the amount of such Indebtedness shall not exceed such purchase price or cost of fixed assetsany Property securing such Indebtedness, and (Z) each Lien shall attach only to the Property so acquired; (m) Intentionally omitted;Indebtedness with respect to letters of credit (other than Letters of Credit); provided that, that (i) the aggregate face amount of such Indebtedness incurred in any fiscal year shall letters of credit does not exceed $1,000,000 10,000,000 at any time, (ii) such Indebtedness shall not exceed the purchase price of the assets funded is unsecured or cash-secured and (iii) no if cash-secured, the cash used to secure such Indebtedness may be refinanced for a principal amount in excess is excluded (to the extent otherwise included) from the calculations of the principal amount outstanding at Borrowing Base or the time financial covenants set forth in Section 10.1; (n) Other Unsecured Indebtedness, provided that (A) after giving effect thereto, the Borrower is in compliance with the financial covenants set forth in Section 10.1, (B) the maturity date of such refinancing; Indebtedness is at least one (d1) Indebtedness existing on year after the Closing Date that is identified and described on Schedule “1.1(a)” attached hereto and made part hereof; Maturity Date, (eC) 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 covenants contained in the documents evidencing such Indebtedness of such Subsidiary Guarantor constitutes Permitted Indebtedness; (h) Indebtedness under Hedging Agreements; (i) upon and following must be no more restrictive, when taken as a whole, than the consummation of covenants contained in this Agreement, as determined by the Merger, Indebtedness of the Post-Merger Parent that is non-recourse to Borrower or any Subsidiary GuarantorAdministrative Agent in its sole discretion, and (jD) such Indebtedness related shall not contain any cross default to this Agreement; (o) CDD Debt; (p) Permitted Deferred Purchase Price Debt, provided that the outstanding principal amount of such Indebtedness does not exceed $25,000,000 at any time; and (q) Senior Notes Indebtedness, provided that (A) after giving pro forma effect to the ▇▇▇▇ CDSissuance of such Senior Notes Indebtedness and the use of proceeds therefrom as of the end of the most recently ended fiscal quarter, the Borrower is in compliance with the financial covenants set forth in Section 10.1, (B) the maturity date of such Senior Notes Indebtedness is at least ninety-one (91) days after the Maturity Date, (C) such Senior Notes Indebtedness and Senior Notes Indenture do not contain any financial maintenance covenants, and (D) the Borrower has delivered to the Administrative Agent a certificate of a Responsible Officer certifying to the compliance with clauses (A), (B), and (C) above, and (E) concurrently with the issuance thereof, the Borrower shall have delivered an opinion of counsel (subject to customary exceptions, qualifications and limitations) to the Borrower and the Guarantors, who may be an employee of or counsel to the Borrower and the Guarantors, addressed to the Administrative Agent and the Lenders, to the effect that the issuance of such Senior Notes Indebtedness does not conflict with or violate the terms of this Agreement, the Notes, or the Subsidiary Guaranties.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, “Permitted Indebtedness”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to 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 ▇▇▇▇ CDS.

Permitted Indebtedness. Indebtedness Neither the Borrower nor any Subsidiary will create, incur or suffer to Agentexist any Indebtedness, Issuing Bank except, without duplication and Lenders in connection with the Revolving Credit and Letters of Credit or otherwise pursuant without duplication as to the Loan Documents; Borrower and Subsidiaries: (a) The Obligations; (b) trade payables Unsecured Indebtedness existing on the Agreement Date and described on Schedule 7.1(g) attached hereto; (c) Derivatives Contracts entered into in respect of the Obligations; (d) Indebtedness of the Borrower owed to a Subsidiary Guarantor, Indebtedness of a Subsidiary Guarantor owed to the Borrower and Indebtedness of a Subsidiary Guarantor owed to a Subsidiary Guarantor; provided, however, that (a) any Indebtedness of the Borrower owed to a Subsidiary Guarantor is unsecured and subordinated to the Borrower’s Obligations hereunder in a manner satisfactory to the Administrative Agent, and (b) upon any such Subsidiary Guarantor ceasing to be a Subsidiary Guarantor or such Indebtedness being owed to any Person other than the Borrower or a Subsidiary Guarantor, the Borrower or such Subsidiary Guarantor hereunder, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (d); (e) Trade accounts payable and accrued expenses arising or occurring in the ordinary course of business; (f) Indebtedness with respect to Letters of Credit; (g) Indebtedness consisting of Taxes payable, and obligations in respect of customer deposits, all to the extent incurred in the ordinary course of the Borrower’s or any Subsidiary GuarantorSubsidiary’s business; (h) Performance bonds, completion bonds, other bonds customarily used by the Borrower in its trade or business, surety and appeal bonds, guarantees of performance and guarantees of Indebtedness of a special district entered into in the ordinary course of business (in each case other than for an obligation for money borrowed); (i) Indebtedness arising under a guarantee of indebtedness of any Joint Venture (provided that such guarantee shall be deemed to be an investment in such Joint Venture and subject to the limitations in clause (e) of the definition of Permitted Investments and Section 10.1(e)); (j) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (c5) Business Days of incurrence; (k) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (l) (i) Capitalized Lease Obligations and (ii) Non-Recourse Indebtedness secured by purchase money Indebtedness Liens on any Property (including Capitalized Lease Obligationsother than any Borrowing Base Property) hereafter acquired or the assumption of any Lien on Property (other than any Borrowing Base Property) existing at the time of such acquisition (and not created in contemplation of such acquisition), provided that (1) the amount outstanding under clauses (i) and (ii) shall not exceed $500,000 in the aggregate at any time and (2) with respect to Indebtedness incurred under clause (ii) above, (X) any Property securing such Indebtedness shall have been acquired by the Borrower or any Subsidiary Guarantor in the ordinary course of its respective business and the Lien on any such Property shall attach to finance such asset concurrently or within ninety (90) days after the acquisition thereof, (Y) the amount of such Indebtedness shall not exceed such purchase price or cost of fixed assets; any Property securing such Indebtedness, and (Z) each Lien shall attach only to the Property so acquired; (m) The Convertible Notes, provided that, that (i) the outstanding principal amount of such Indebtedness incurred in any fiscal year shall does not exceed $1,000,000 69,962,000 in the aggregate at any time and (ii) such Indebtedness shall not exceed is unsecuredIntentionally omitted; (n) Other Unsecured Indebtedness, provided that (A) after giving effect thereto, the purchase price Borrower is in compliance with the financial covenants set forth in Section 10.1, (B) the maturity date of the assets funded and (iii) no such Indebtedness may be refinanced for a principal amount is at least one (1) year after the Maturity Date, (C) any covenants contained 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 documents evidencing such Indebtedness of such Subsidiary Guarantor constitutes Permitted Indebtedness; (h) Indebtedness under Hedging Agreements; (i) upon and following must be no more restrictive, when taken as a whole, than the consummation of covenants contained in this Agreement, as determined by the Merger, Indebtedness of the Post-Merger Parent that is non-recourse to Borrower or any Subsidiary GuarantorAdministrative Agent in its sole discretion, and (jD) such Indebtedness related shall not contain any cross default to this Agreement; (o) CDD Debt; (p) Permitted Deferred Purchase Price Debt, provided that the outstanding principal amount of such Indebtedness does not exceed $25,000,000 at any time; and (q) Senior Notes Indebtedness, provided that (A) after giving pro forma effect to the ▇▇▇▇ CDS.issuance of such Senior Notes Indebtedness and the use of proceeds therefrom as of the end of the most recently ended fiscal quarter, the Borrower is in compliance with the financial covenants set forth in Section 10.1, (B) the maturity date of such Senior Notes Indebtedness is at least ninety-one (91) days after the Maturity Date, (C) such Senior Notes Indebtedness and Senior Notes Indenture do not contain any financial maintenance covenants, and (D) the Borrower has delivered to the Administrative Agent a certificate of a Responsible Officer certifying to the compliance with clauses (A), (B), and (C) above, and (E) concurrently with the issuance thereof, the Borrower shall have delivered an opinion of counsel (subject to customary exceptions, qualifications and limitations) to the Borrower and the Guarantors, who may be an employee of or counsel to the Borrower and the Guarantors, addressed to the Administrative Agent and the Lenders, covering (i)to the effect that the issuance of such Senior Notes Indebtedness does not conflict with or violate the terms of this Agreement, the Notes, or the Subsidiary Guaranties, the Convertible Notes or the Convertible Notes Indenture and (ii) any supplemental indenture entered into in connection with the issuance of such Senior Notes Indebtedness evidencing an amendment of, or supplement to, the Convertible Notes Indenture has been duly authorized, executed and delivered by the Borrower and is valid, binding and enforceable against the Borrower..

Permitted Indebtedness. 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 ▇▇▇▇ CDSrequirement of this proviso and such resolutions shall be in full force and effect.

Permitted Indebtedness. Indebtedness “Permitted Indebtedness” shall mean (i) indebtedness of Borrower or a Third Party Obligor to AgentBorrower or any Subsidiary in the ordinary course of business, Issuing Bank (ii) indebtedness in favor of Solon AG and Lenders its affiliates under the Amended and Restated Supply Agreement, dated as of April 14, 2005, as amended, between Borrower and Solon AG fur Solartechnik; (iii) indebtedness in favor of customers and suppliers of the Borrower and Third Party Obligors in connection with supply and purchase agreements in an aggregate principal amount not to exceed Two Hundred Million Dollars ($200,000,000.00) at any one time and any refinancings, refundings, renewals or extensions thereof (without shortening the Revolving Credit and Letters maturity thereof or increasing the principal amount thereof); (iv) 1.25% senior convertible debentures issued in February 2007 in the aggregate principal amount of Credit Two Hundred Million Dollars ($200,000,000.00) plus accrued interest thereon; (v) obligations owed to bonding companies in connection with obligations under bonding contracts (however titled) entered into in the ordinary course of business, pursuant to which such bonding companies issue bonds or otherwise pursuant to secure performance of Borrower and Subsidiaries for the Loan Documentsbenefit of their customers and contract counterparties; (bvi) 0.75% senior convertible debentures issued in August 2007 in the aggregate principal amount of Two Hundred Twenty-Five Million Dollars ($225,000,000.00) plus accrued interest thereon; (vii) unsecured indebtedness to International Finance Corporation in a principal amount not to exceed $75,000,000.00 and to Union Bank of California in a principal amount not to exceed $30,000,000.00, provided that prior to Borrower or any Third Party Obligor entering into any definitive or binding agreement with respect to any such indebtedness, Bank shall have reviewed and approved in writing all material terms and conditions of such indebtedness, and (viii) additional indebtedness of Borrower and Third Party Obligors in an aggregate principal amount not to exceed Twenty Five Million Dollars ($25,000,000.00) outstanding at any one time. For clarity, Bank and Borrower agree that Borrower’s or any Subsidiary’s trade payables incurred in the ordinary course of Borrower’s business do not constitute indebtedness prohibited or any Subsidiary Guarantor’s business; (c) purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred restricted by Borrower or any Subsidiary Guarantor to finance the purchase terms 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 ▇▇▇▇ CDSthis Section 5.3.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, “Permitted Indebtedness”): (i) Indebtedness under the Loan Documents, (ii) 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 ▇▇▇▇ 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. Indebtedness Neither Borrower nor any Subsidiary will create, incur or suffer to Agentexist any Indebtedness, Issuing Bank except, without duplication and Lenders in connection with the Revolving Credit without duplication as to Borrower and Letters of Credit or otherwise pursuant to the Loan Documents; Subsidiaries: (a) The Obligations; (b) trade payables Unsecured Indebtedness existing on the Agreement Date and described on Schedule 7.1(g) attached hereto; (c) Derivatives Contracts entered into in respect of the Obligations; (d) Indebtedness of Borrower owed to a Subsidiary Guarantor, Indebtedness of a Subsidiary Guarantor owed to Borrower and Indebtedness of a Subsidiary Guarantor owed to a Subsidiary Guarantor; provided, however, that (a) any Indebtedness of Borrower owed to a Subsidiary Guarantor is unsecured and subordinated to Borrower’s Obligations hereunder in a manner satisfactory to Administrative Agent, and (b) upon any such Subsidiary Guarantor ceasing to be a Subsidiary Guarantor or such Indebtedness being owed to any Person other than Borrower or a Subsidiary Guarantor, Borrower or such Subsidiary Guarantor hereunder, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (d); (e) Trade accounts payable and accrued expenses arising or occurring in the ordinary course of business; (f) Indebtedness with respect to Letters of Credit; (g) Indebtedness consisting of taxes payable, and obligations in respect of customer deposits, all to the extent incurred in the ordinary course of Borrower’s or any Subsidiary GuarantorSubsidiary’s business; (h) Performance bonds, completion bonds, other bonds customarily used by Borrower in its trade or business, surety and appeal bonds, guarantees of performance and guarantees of Indebtedness of a special district entered into in the ordinary course of business (in each case other than for an obligation for money borrowed); (i) Indebtedness arising under a guarantee of indebtedness of any Joint Venture (provided that such guarantee shall be deemed to be an investment in such Joint Venture and subject to the limitations in clause (e) of the definition of Permitted Investments and Section 10.1(e) hereof); (j) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (c5) Business Days of incurrence; (k) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (l) (i) Capitalized Lease Obligations and (ii) Non-Recourse Indebtedness secured by purchase money Indebtedness Liens on any Property (including Capitalized Lease Obligationsother than any Borrowing Base Property) hereafter acquired or the assumption of any Lien on Property (other than any Borrowing Base Property) existing at the time of such acquisition (and not created in contemplation of such acquisition), provided that (1) the amount outstanding under clauses (i) and (ii) shall not exceed $500,000 in the aggregate at any time and (2) with respect to Indebtedness incurred under clause (ii) above, (X) any Property securing such Indebtedness shall have been acquired by Borrower or any Subsidiary Guarantor in the ordinary course of its respective business and the Lien on any such Property shall attach to finance such asset concurrently or within ninety (90) days after the acquisition thereof, (Y) the amount of such Indebtedness shall not exceed such purchase price or cost of fixed assets; any Property securing such Indebtedness, and (Z) each Lien shall attach only to the Property so acquired; (m) The Subordinated Convertible Notes, provided that, that (i) the outstanding principal amount of such Indebtedness incurred in any fiscal year shall does not exceed $1,000,000 85,000,000 in the aggregate at any time, (ii) such Indebtedness shall not exceed the purchase price of the assets funded and is unsecured, (iii) no such Indebtedness may be refinanced for is subordinate to the Obligations and (iv) such Indebtedness is not guaranteed by any Subsidiary Guarantor unless such guaranty is subordinated to the Guarantied Obligations in a principal amount manner satisfactory to Administrative Agent in excess of its sole and absolute discretion (including, without limitation, a subordination agreement); (n) Other unsecured Indebtedness, provided that (A) after giving effect thereto, Borrower is in compliance with the principal amount outstanding at financial covenants set forth in Section 10.1, (B) the time maturity date of such refinancing; Indebtedness is at least one (d1) Indebtedness existing on year after the Closing Date that is identified and described on Schedule “1.1(a)” attached hereto and made part hereof; Maturity Date, (eC) Subordinated Debt; (f) Indebtedness of any covenants contained in the documents evidencing such indebtedness must be no more restrictive, when taken as a Fin 46 Entity which is non-recourse to Borrower or any Subsidiary Guarantor; (g) guarantees whole, than the covenants contained in this Agreement, as determined 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 GuarantorAdministrative Agent in its sole discretion, and (jD) Indebtedness related such indebtedness shall not contain any cross default to the ▇▇▇▇ CDS.this Agreement; and

Permitted Indebtedness. Neither Obligor shall create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, “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 ▇▇▇▇ CDSextent specifically permitted by this Agreement.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, “Permitted Indebtedness”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations 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 ▇▇▇▇ CDSLender).

Permitted Indebtedness. Indebtedness “Permitted Indebtedness” shall mean (i) indebtedness of Borrower or a Third Party Obligor to AgentBorrower or any Subsidiary in the ordinary course of business, Issuing Bank (ii) indebtedness in favor of Solon AG and Lenders its affiliates under the Amended and Restated Supply Agreement, dated as of April 14, 2005, as amended, between Borrower and Solon AG fur Solartechnik; (iii) indebtedness in favor of customers and suppliers of the Borrower and its Subsidiaries in connection with supply and purchase agreements in an aggregate principal amount not to exceed Two Hundred Million dollars ($200,000,000.00) at any one time and any refinancings, refundings, renewals or extensions thereof (without shortening the Revolving Credit maturity thereof or increasing the principal amount thereof); (iv) 1.25% senior convertible debentures issued in February 2007 in the aggregate principal amount of Two Hundred Million Dollars ($200,000,000.00) plus accrued interest thereon; (v) obligations owed to Travelers Casualty and Letters Surety Company of Credit America and St. ▇▇▇▇ Fire and Marine Insurance Company, and their affiliates (collectively, “Travelers”) in connection with obligations under the General Contract of Indemnity with Travelers, pursuant to which Travelers issues bonds or otherwise pursuant to secures performance of Borrower and Subsidiaries for the Loan Documentsbenefit of their customers and contract counterparties; (bvi) 0.75% senior convertible debentures issued in August 2007 in the aggregate principal amount of Two Hundred Twenty-Five Million Dollars ($225,000,000.00) plus accrued interest thereon; and (vii) additional indebtedness of Borrower and Third Party Obligors in an aggregate principal amount not to exceed Fifty Million Dollars ($50,000,000.00) outstanding at any one time. For clarity, Bank and Borrower agree that Borrower’s trade payables incurred in the ordinary course of Borrower’s business do not constitute indebtedness prohibited or any Subsidiary Guarantor’s business; (c) purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred restricted by Borrower or any Subsidiary Guarantor to finance the purchase terms 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 ▇▇▇▇ CDSthis Section 5.3.”

Permitted Indebtedness. Create, incur, guarantee or suffer to exist any Indebtedness, except the following (collectively, “Permitted Indebtedness”): (a) the Obligations (including Indebtedness in respect of the Delayed Draw Term Loans); (b) Subordinated Debt in an aggregate principal amount not to exceed $5,000,000; (c) Permitted Purchase Money Debt and Capital Lease Obligations; provided that the aggregate amount of all Indebtedness incurred under this clause (c) does not exceed $2,000,000 at any time; (d) (i) Indebtedness outstanding on the Closing Date, listed on Schedule 10.2.1 and (ii) Indebtedness under the Revolving Loan Facility (including any incremental facility thereunder), in an aggregate principal amount not to exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (e) Indebtedness with respect to Bank Products (as defined in the Revolving Loan Facility) (or any such similar term) incurred in the Ordinary Course of Business and not for speculative purposes; (f) (i) unsecured Indebtedness of an Obligor or Subsidiary that is incurred on the date of the consummation of a Permitted Acquisition or other acquisition of assets permitted hereunder solely for the purpose of consummating such Permitted Acquisition or such other acquisition so long as (A) no Event of Default has occurred and is continuing or would result therefrom, (B) such unsecured Indebtedness is not incurred for working capital purposes, (C) such unsecured Indebtedness does not mature prior to the date that is six (6) months after the Maturity Date, (D) such unsecured Indebtedness does not amortize until six (6) months after the Maturity Date, (E) such unsecured Indebtedness does not provide for the payment of interest thereon in cash or Cash Equivalents prior to the date that is six (6) months after the Maturity Date, and (F) such Indebtedness is subordinated in right of payment to the Obligations on terms and conditions reasonably satisfactory to Agent, Issuing Bank and Lenders (ii) Indebtedness that is in connection with the Revolving Credit and Letters of Credit or otherwise pursuant existence prior to the Loan Documents; (b) trade payables incurred in the ordinary course of Borrower’s date when a Person becomes a Subsidiary or any Subsidiary Guarantor’s business; (c) purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred that is secured by Equipment when acquired by Borrower or any Subsidiary Guarantor to finance the purchase of fixed assets; provided thata Subsidiary, (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 each case, as 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 Permitted Acquisition, as long as such Indebtedness was not incurred in contemplation of such Person becoming a Subsidiary Guarantor constitutes or such Permitted IndebtednessAcquisition; provided that for both clauses (i) and (ii), after giving effect to such Permitted Acquisition on a pro forma basis, the Net Senior Leverage Ratio is no greater than the Net Senior Leverage Ratio in effect immediately prior to such Permitted Acquisition; (g) Permitted Contingent Obligations (excluding Permitted Surety Bonds); (h) Indebtedness under Hedging Agreements; Permitted Surety Bonds that does not exceed $20,000,000 in the aggregate at any time; (i) upon [Intentionally omitted]; (j) Specified Unsecured Prepetition Debt in an aggregate principal amount not to exceed $24,500,000; (k) Refinancing Debt as long as each Refinancing Condition is satisfied; (l) Intercompany Indebtedness of Borrower and following its Subsidiaries to the consummation extent permitted by Section 10.2.5; provided that any such Indebtedness that is owed by an Obligor to a Subsidiary that is not an Obligor is subordinated to the Obligations pursuant to an Affiliate Subordination Agreement; (m) financing of insurance premiums in the Ordinary Course of Business; (n) Indebtedness incurred in respect of credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including so-called “procurement cards” or “P-cards”), or cash management services, netting services, overdraft protection, and other like services, in each case incurred in the Ordinary Course of Business; (o) unsecured Indebtedness owing to former employees, officers or directors (or any spouses, ex-spouses, or estates of any of the Merger, Indebtedness foregoing) incurred in connection with the repurchase by Borrower of the Post-Merger Parent Equity Interests of Borrower that have been issued to such Persons, so long as (i) no Default or Event of Default has occurred and is non-recourse continuing or would result from the incurrence of such Indebtedness and (ii) the aggregate amount of all such Indebtedness outstanding at any one time does not exceed $500,000; provided that any such Indebtedness shall be treated as a Distribution and only be permitted to the extent permitted pursuant to Section 10.2.4; (p) accrual of interest, accretion or amortization of original issue discount, or the payment of interest in kind, in each case on Indebtedness that otherwise constitutes Indebtedness permitted under this Section 10.2.1; (q) Indebtedness incurred by Subsidiaries that are not Obligors in an aggregate principal amount not to exceed $2,500,000; (r) to the extent constituting Indebtedness, customary purchase price adjustments, earn outs, indemnification obligations, unsecured guarantees thereof and similar items of Borrower or any Subsidiary Guarantorof its Subsidiaries in connection with Permitted Acquisitions, other acquisitions of assets permitted hereunder or Permitted Asset Dispositions; (s) Borrower and its Subsidiaries may enter into Hedging Agreements that are entered into in the Ordinary Course of Business and not for speculative purposes; and (jt) Indebtedness related to that is not included in any of the ▇▇▇▇ CDSpreceding clauses of this Section 10.2.1, is not secured by a Lien and does not exceed $5,000,000 in the aggregate at any time.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, “Permitted Indebtedness”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to 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 ▇▇▇▇ CDSLender.

Permitted Indebtedness. For as long as at least thirty-three (33%) percent of the shares of Preferred Stock originally issued on the Closing Date are held by the Investors: (a) The Corporation shall not incur any Indebtedness (other than (i) any Guarantees by the Corporation in favor of SS/L relating solely to AgentSS/L’s performance under any satellite manufacturing agreements, Issuing Bank and Lenders (ii) from any wholly-owned Subsidiary so long as the Corporation does not grant any security interest relating to or in connection with such Indebtedness) in excess of One Million Dollars ($1,000,000) in the Revolving Credit and Letters aggregate unless the Adjusted Tangible Asset Value as of Credit or otherwise the date set forth in the most recent periodic report of the Corporation filed pursuant to the Loan Documents; (b) trade payables incurred Exchange Act exceeds the TAV Threshold. If the Adjusted Tangible Asset Value as of the date set forth in the ordinary course most recent periodic report of Borrower’s or any Subsidiary Guarantor’s business; the Corporation filed pursuant to the Exchange Act exceeds the TAV Threshold, the Corporation shall be permitted to incur Indebtedness from the day after the filing of such periodic report until the day of the filing of the next periodic report (c) purchase money the “Indebtedness (including Capitalized Lease Obligations) hereafter incurred by Borrower or any Subsidiary Guarantor to finance Incurrence Period”), provided that the purchase amount 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 exceed, when aggregated with all other Indebtedness incurred during such Indebtedness Incurrence Period, an amount equal to one-half of the assets funded difference between the Adjusted Tangible Asset Value as of the date set forth in the most recent periodic report of the Corporation filed pursuant to the Exchange Act and the TAV Threshold; (b) Prior to any incurrence of any Indebtedness permitted by the paragraph immediately above, the Corporation shall deliver to the Investors a certificate, signed by a duly authorized officer of the Corporation, stating that the Corporation has determined, in good faith and in consultation with and after taking the advice of the Chief Financial Officer of the Corporation, that (A) the Adjusted Tangible Asset Value exceeds the TAV Threshold, and (iiiB) no such the Indebtedness may to be refinanced for a principal amount in excess incurred will not exceed one-half of the principal amount outstanding at difference between the time Adjusted Tangible Asset Value and the TAV Threshold, in each case as of the date of the incurrence of such refinancingIndebtedness; and (dc) 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 If any Subsidiary Guarantor; of the Corporation (gother than SkyNet and its Subsidiaries) guarantees by Borrower of Indebtedness of a Subsidiary Guarantor so long as such Indebtedness of incurs Indebtedness, such Subsidiary Guarantor constitutes Permitted Indebtedness; (h) Indebtedness under Hedging Agreements; shall not Transfer (i) upon and following any proceeds or other consideration received by such Subsidiary from the consummation incurrence of the Merger, Indebtedness of the Post-Merger Parent that is non-recourse to Borrower or any Subsidiary Guarantorsuch Indebtedness, and (jii) Indebtedness related any substitution of such proceeds or other consideration, including assets or property acquired using such proceeds or consideration or proceeds or other consideration received from the disposition of such assets or property, to the ▇▇▇▇ CDSSkyNet or any of its Subsidiaries, except in compliance with Section 5.07 hereof.

Permitted Indebtedness. Indebtedness “Permitted Indebtedness” shall mean without duplication of amounts: (i) indebtedness of Borrower or any Third Party Obligor to AgentBorrower or any Subsidiary in the ordinary course of business; (ii) indebtedness in favor of Solon AG and its affiliates under the Amended and Restated Supply Agreement, Issuing Bank dated as of April 14, 2005, as amended, between Borrower and Lenders Solon AG fur Solartechnik; (iii) indebtedness in favor of customers and suppliers of the Borrower and Third Party Obligors in connection with supply and purchase agreements in an aggregate principal amount not to exceed Two Hundred Million Dollars ($200,000,000.00) at any one time and any refinancings, refundings, renewals or extensions thereof (without shortening the Revolving Credit and Letters maturity thereof or increasing the principal amount thereof); (iv) 1.25% senior convertible debentures issued in February 2007 in the aggregate principal amount of Credit Two Hundred Million Dollars ($200,000,000.00) plus accrued interest thereon; (v) obligations owed to bonding companies in connection with obligations under bonding contracts (however titled) entered into in the ordinary course of business, pursuant to which such bonding companies issue bonds or otherwise pursuant to secure performance of Borrower and Subsidiaries for the Loan Documentsbenefit of their customers and contract counterparties; (bvi) 0.75% senior convertible debentures issued in August 2007 in the aggregate principal amount of Two Hundred Twenty-Five Million Dollars ($225,000,000.00) plus accrued interest thereon; (vii) indebtedness to Union Bank of California (“UBOC”) consisting of an unsecured term loan in an principal amount not to exceed $30,000,000.00, provided that (1) prior to Borrower or any Third Party Obligor entering into any definitive or binding agreement with respect to any such indebtedness, Bank shall have reviewed and approved in writing all material terms and conditions of such indebtedness, and (2) the loan agreement and other definitive agreements (the “UBOC Documents”) are in all material respects consistent with such terms and conditions; (viii) guaranties and similar obligations that are otherwise permitted under Section 5.4; (ix) loans, advances and investments that are otherwise permitted under Section 5.5; (x) indebtedness in respect of the Debentures Offering (as that term is defined in that certain Consent to New Indebtedness, dated as of April, 2009, between Borrower and Bank (the “Consent”) and Hedging Transactions (as that term is defined in the Consent); (xi) indebtedness, in an aggregate principal amount not to exceed Twenty Million Dollars ($20,000,000.00) outstanding at any time, incurred by Borrower and constituting part of the Total Non-Stock Consideration paid by Borrower to consummate the Specified Acquisition Transaction (as hereinafter defined) (such indebtedness, the “Specified Acquisition Transaction Indebtedness”); (xii) additional indebtedness of Borrower and Third Party Obligors in an aggregate principal amount not to exceed Twenty-Five Million Dollars ($25,000,000.00) outstanding at any one time; and (xiii) accrued interest on any of the foregoing. For clarity, Bank and Borrower agree that Borrower’s or any Subsidiary’s trade payables incurred in the ordinary course of business do not constitute indebtedness prohibited or restricted by the terms of this Section 5.3. Borrower shall not agree to any amendment of or departure from any terms and conditions of the UBOC Documents or the IFC Documents (as hereinafter defined) which would render the terms thereof more restrictive or onerous to Borrower’s , any Third Party Obligor or SunPower Philippines Manufacturing Limited than the material terms and conditions reviewed and approved by Bank in writing. In addition, Borrower shall not amend, supplement or otherwise modify (or permit any of the foregoing) or request or agree to any consent or waiver under (any of the foregoing, a “Modification”) any evidence of Permitted Indebtedness without the prior written consent of Bank, except to the extent that such Modification of Permitted Indebtedness does not result and could not reasonably be expected to result in an Event of Default or any Subsidiary Guarantor’s business; (c) purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred by Borrower event which, with the giving of notice, the lapse of time or any Subsidiary Guarantor to finance the purchase both, would constitute an Event 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 ▇▇▇▇ CDSDefault.

Permitted Indebtedness. The Trinidad Obligor shall not create or incur or suffer to exist any Indebtedness to Agentexcept the following (collectively, Issuing Bank and Lenders in connection with the Revolving Credit and Letters of Credit or otherwise "TRINIDAD PERMITTED PROJECT INDEBTEDNESS"): (a) Indebtedness incurred pursuant to the Loan Documents; this Agreement; (b) trade payables Indebtedness incurred to finance in whole or in part the ordinary course making of Borrower’s or any Subsidiary Guarantor’s businesscapital improvements to the Trinidad Project required to maintain compliance with Applicable Law; PROVIDED that the Independent Engineer shall have certified to the Bond Trustee that: (i) (x) an Officer's Certificate of the Trinidad Obligor certifying that such Indebtedness is required to make a capital improvement to the Trinidad Project that is required in order to maintain compliance with Applicable Law is reasonable and (y) and that such Indebtedness is the most effective means of making such capital expenditure and, if applicable, completing the Trinidad Project; and (ii) after giving effect to the incurrence of such Indebtedness, the minimum Projected Debt Service Coverage Ratio for (A) the next four consecutive fiscal quarters, commencing with the quarter in which such Indebtedness is to be incurred, taken as one annual period, and (B) each subsequent fiscal year through the Final Maturity Date for the Securities, will not be less than 1.2 to 1; (c) purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred by Borrower or any Subsidiary Guarantor to finance in whole or in part the purchase making of fixed assetscapital improvements to the Trinidad Project other than those capital improvements referenced in clause (b) above; provided PROVIDED that, : (i) an Authorized Officer of the Trinidad Obligor certifies to the Bond Trustee that no default or event of default under any Finance Document has occurred and is continuing or will occur as a result of the incurrence of such Indebtedness incurred in any fiscal year shall not exceed $1,000,000 Indebtedness; (ii) the Independent Engineer shall have certified to the Bond Trustee that after giving effect to the incurrence of such Indebtedness, (x) the minimum Projected Debt Service Coverage Ratio for (A) the next four consecutive fiscal quarters commencing with the quarter in which such Indebtedness shall is to be incurred, taken as one annual period and (B) each subsequent fiscal year through the Final Maturity Date for the Securities, will not exceed be less than 1.5 to 1, and (y) the purchase price of average Projected Debt Service Coverage Ratio for all succeeding fiscal years until the assets funded and Final Maturity Date for the Securities will not be less than 1.55 to 1; and (iii) no written confirmation from each Rating Agency then rating the Securities that the incurrence of such Indebtedness may be refinanced for will not result in a principal amount in excess of the principal amount outstanding at the time of such refinancing; Ratings Downgrade; (d) Indebtedness existing on in the Closing Date form of a working capital facility for the benefit of the Trinidad Project in an aggregate principal amount not to exceed U.S. $3,000,000; PROVIDED that is identified and described on Schedule “1.1(a)” attached hereto and made part hereofsuch amount shall include any Indebtedness incurred by the Trinidad Project Borrower pursuant SECTION 4.14(d) of the Trinidad Project Loan Agreement; PROVIDED FURTHER that the terms of such facility provide that the aggregate amount of all loans outstanding thereunder shall be reduced to zero for ten (10) days in each fiscal year; (e) Subordinated Debt; To the extent such obligations would constitute Indebtedness, obligations of the Trinidad Obligor under the Trinidad Project Documents; (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 ▇▇▇▇ CDS.Trinidad Permitted Project Liens; and

Permitted Indebtedness. Indebtedness The Loan Parties shall not, and shall not permit any Subsidiary to, create, incur, become liable for or suffer to Agentexist any Indebtedness, Issuing Bank and Lenders in connection with the Revolving Credit and Letters of Credit or otherwise pursuant to the Loan Documents; except: (a) The Obligations; (b) Subordinated Debt; (c) Indebtedness described on Schedule 7.1(g); (d) Other unsecured and secured Indebtedness (collectively, the “Other Indebtedness”); provided that (i) the principal amount outstanding of such Other Indebtedness shall not exceed ten percent (10.0%) of Tangible Net Worth in the aggregate at any time, (ii) such Other Indebtedness contains events of default that are no more favorable to the lender or other holder of such Other Indebtedness than the Events of Default contained in this Agreement; (iii) such Other Indebtedness contains financial covenants in the documents evidencing such other Indebtedness that are no more restrictive than the covenants contained in this Agreement, as determined by the Administrative Agent in its sole discretion, (iv) such Other Indebtedness, if secured, is secured by property other than any Borrowing Base Property, (v) the Fair Market Value of such property that secures such Other Indebtedness, if any, shall be no greater than two (2) times the amount of such Other Indebtedness in the aggregate, determined at the time of the incurrence thereof, and (vi) at the time of and immediately after giving effect to the incurrence of such Other Indebtedness, the Borrower is in compliance with the financial covenants set forth in this Agreement on a pro forma basis, as evidenced by delivery to the Administrative Agent of a Compliance Certificate; (e) Derivatives Contracts permitted by Section 10.12 of this Agreement; (f) Performance bonds, maintenance bonds, completion bonds, other bonds customarily used by the Borrower in its trade payables or business, surety and appeal bonds, guarantees of performance and guarantees of Indebtedness of a special district entered into in the ordinary course of business (in each case other than for an obligation for money borrowed); (g) Trade accounts payable and accrued expenses arising or occurring in the ordinary course of business not more than thirty (30) days past due; (h) Indebtedness with respect to Letters of Credit; (i) Development completion guarantees under landbank arrangements; (j) Indebtedness of one Loan Party owed to another Loan Party; (k) Indebtedness consisting of Taxes payable, and obligations in respect of customer deposits, all to the extent incurred in the ordinary course of the Borrower’s or any Subsidiary GuarantorSubsidiary’s business; (l) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; (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) however, that such Indebtedness incurred in any fiscal year shall not exceed $1,000,000 is extinguished within five (ii5) such Indebtedness shall not exceed the purchase price Business Days of the assets funded and incurrence; (iii) no such Indebtedness may be refinanced for a principal amount in excess of the principal amount outstanding at the time of such refinancing; (dm) Indebtedness existing on arising in connection with endorsement of instruments for deposit in the Closing Date that is identified and described on Schedule “1.1(a)” attached hereto and made part hereofordinary course of business; and (e) Subordinated Debt; (fn) Indebtedness secured by Liens on aircrafts, vehicles or equipment of a Fin 46 Entity which is any non-recourse to Borrower or any Loan Party Subsidiary Guarantor; (g) guarantees by Borrower granted in the ordinary course 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 ▇▇▇▇ CDSbusiness.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "Permitted Indebtedness"): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing ------------ Date and Indebtedness incurred pursuant to 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 ▇▇▇▇ CDS.an unsecured basis. -------

Permitted Indebtedness. Indebtedness The Borrower shall not, and shall not permit any Subsidiary to, create, incur or suffer to Agentexist any Indebtedness, Issuing Bank and Lenders except: (a) the Obligations; (b) [intentionally deleted];the Subordinate Debt, so long as (i) the Subordinate Debt complies with the Subordinate Debt Requirements, (ii) the Convertible Debt is paid off in connection with Borrower incurring the Revolving Credit Subordinate Debt, (iii) the aggregate principal amount of such Subordinate Debt shall not exceed $70,000,000 at any time and Letters (iv) Borrower complies with Section 10.11 below; (c) Indebtedness existing on the Agreement Date which Indebtedness is described in Schedule 7.1(g) hereto; (d) Derivatives Contracts entered into in respect of Credit or otherwise the Obligations; (e) Indebtedness of a Borrower owed to another Borrower; provided, however, that such Indebtedness is (i) unsecured and (ii) subordinated to the Obligations pursuant to Section 13.25 hereof or, if such Indebtedness is evidenced by an instrument, is subordinated to the Obligations pursuant to the Loan Documents; terms of such instrument or a separate written agreement, in each case, that is approved by Administrative Agent in its reasonable discretion; (bf) trade payables accounts payable and accrued expenses arising or occurring in the ordinary course of business; (g) Indebtedness consisting of taxes payable, and obligations in respect of customer deposits, all to the extent incurred in the ordinary course of any Borrower’s business; (h) performance bonds, completion bonds, other bonds customarily used by any Borrower in its trade or any Subsidiary Guarantor’s business, surety and appeal bonds, guarantees of performance, and guarantees of Indebtedness of a special district entered into in the ordinary course of business (in each case other than for an obligation for money borrowed); (i) the Convertible Debt, so long as (1) [intentionally deleted], (2) the Convertible Debt remains unsecured, (3) the terms and conditions of the Convertible Debt are no more restrictive than the terms of this Agreement and (4) UHG complies with Section 10.10 below; (j) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (c5) purchase money Business Days of incurrence; (k) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; and (including l) so long as no Default or Event of Default exists or would result therefrom at the time incurred, other unsecured and secured debt (including, for the avoidance of doubt, Capitalized Lease ObligationsObligations and any Guarantee of such Indebtedness without duplication) hereafter incurred by Borrower or any Subsidiary Guarantor to finance (collectively, the purchase of fixed assets“Other Indebtedness”); provided that, : (i) the commitment amount of such Indebtedness incurred in any fiscal year shall not exceed $1,000,000 (ii) such Other Indebtedness shall not exceed the purchase price of Maximum Other Indebtedness Amount in the assets funded and aggregate at any time; (ii) such Other Indebtedness, if secured, is secured by property other than the Collateral, (iii) such Other Indebtedness is not cross-defaulted to this Agreement, (iv) the Fair Market Value of such property that secures such Other Indebtedness, if any, shall be no greater than two (2) times the amount of such Other Indebtedness may be refinanced for a principal amount in excess of the principal amount outstanding aggregate, determined at the time of such refinancing; the incurrence thereof, (dv) Indebtedness existing on the Closing Date that is identified Borrower shall be in compliance with the financial covenants set forth in Section 10.1 at the time of 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 immediately after giving effect to Borrower or any Subsidiary Guarantor; (g) guarantees by Borrower of Indebtedness of a Subsidiary Guarantor so long as such Indebtedness the incurrence of such Subsidiary Guarantor constitutes Permitted Other 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 (jvi) no covenants under any such Other Indebtedness related incurred pursuant to the ▇▇▇▇ CDSthis clause (l) shall be more restrictive, when taken as a whole, than those covenants contained in this Agreement.

Permitted Indebtedness. 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 ▇▇▇▇ CDSACI Obligations.

Permitted Indebtedness. Create, incur, guarantee or suffer to exist any Indebtedness, except the following (collectively, “Permitted Indebtedness”): (a) the Obligations; (b) Subordinated Debt in an aggregate principal amount not to exceed $5,000,000; (c) Permitted Purchase Money Debt and Capital Lease Obligations; provided that the aggregate amount of all Indebtedness incurred under this clause (c) does not exceed $15,000,0002,000,000 at any time; (d) (i) Indebtedness outstanding on the ClosingAmendment No. 3 Effective Date, and listed on Schedule 10.2.1 and not satisfied with proceeds of the initial Loans and (ii) Indebtedness under the Term Loan Facility (including any incremental facility thereunder), in the case of this clause (ii), in an aggregate principal amount not to exceed $187,000,000the Maximum Term Principal Obligations (as defined in the Intercreditor Agreement); (e) Indebtedness with respect to Bank Products (i) incurred in the Ordinary Course of Business and not for speculative purposes or (ii) required under Section 5.12 of the Term Loan Agreement and not for speculative purposes or any corresponding provision under any Term Loan Facility that refinances the Term Loan Agreement; (i) unsecured Indebtedness that is assumed or incurred byof an Obligor or Subsidiary in connection withthat is incurred on the date of the consummation of a Permitted Acquisition or other acquisition of assets permitted hereunder orsolely for the purpose of consummating such Permitted Acquisition or such other acquisition so long as (A) no Event of Default has occurred and is continuing or would result therefrom, (B) such unsecured Indebtedness is not incurred for working capital purposes, (C) such unsecured Indebtedness does not mature prior to the date that is six (6) months after the Maturity Date, (D) such unsecured Indebtedness does not amortize until six (6) months after the Maturity Date, (E) such unsecured Indebtedness does not provide for the payment of interest thereon in cash or Cash Equivalents prior to the date that is six (6) months after the Maturity Date, and (F) such Indebtedness is subordinated in right of payment to the Obligations on terms and conditions reasonably satisfactory 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 in existence prior to the date when a Person becomes a Subsidiary or that is secured by an assetEquipment when acquired by a Borrower orCompany or a Subsidiary, in each case, as 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 Permitted Acquisition, as long as such Indebtedness was not incurred in contemplation of such Person becoming a Subsidiary Guarantor constitutes or such Permitted IndebtednessAcquisition; provided that for both clauses (i) and (ii), after giving effect to such Permitted Acquisition on a pro forma basis, the Net TotalSenior Leverage Ratio is no greater than the Net TotalSenior Leverage Ratio in effect immediately prior to such Permitted Acquisition; (g) Permitted Contingent Obligations (excluding Permitted Surety Bonds); (h) Indebtedness under Hedging Agreements; Permitted Surety Bonds that does not exceed $30,000,00020,000,000 in the aggregate at any time; (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 [reserved;] (j) [reserved;] (i) Permitted First Lien Debt in an amount not to exceed the greater of (x) $5,000,000 and (y) an amount such that, at the time of incurrence the Net First Lien Leverage Ratio for the most recently ended four Fiscal Quarters for which financial statements have been delivered pursuant to clause (a) or (b) of Section 10.1.2 immediately preceding the date on which such additional Indebtedness related is incurred, determined on a pro forma basis, as if the additional Indebtedness had been incurred at the beginning of such period, is no greater than 3.07 to 1.00; provided that the Fixed Charge Coverage Ratio for the most recently ended trailing twelve month period for which financial statements have been delivered pursuant to Section 10.1.2 immediately preceding the date on which such additional Indebtedness is incurred is at least 1.00 to 1.00, determined on a pro forma basis, as if the additional Indebtedness had been incurred at the beginning of such period; (j) Permitted Unsecured Debt so long as (i) at the time of incurrence the Net Total Leverage Ratio for the most recently ended four Fiscal Quarters for which financial statements have been delivered pursuant to Section 10.1.2 immediately preceding the date on which such additional Indebtedness is incurred is no greater than 3.75 to 1.00, determined on a pro forma basis, as if the additional Indebtedness had been incurred at the beginning of such period and (ii) the Fixed Charge Coverage Ratio for the most recently ended trailing twelve month period for which financial statements have been delivered pursuant to Section 10.1.2 immediately preceding the date on which such additional Indebtedness is incurred is at least 1.00 to 1.00, determined on a pro forma basis, as if the additional Indebtedness had been incurred at the beginning of such period; (k) Specified Unsecured Prepetition Debt in an aggregate principal amount not to exceed $60,000,000 so long as such Specified Unsecured Prepetition Debt does not mature, require mandatory prepayments (other than in connection with a change of control or to the ▇▇▇▇ CDSextent required under Section V.I of the Plan of Reorganization) or require any payment of cash interest, in each case, prior to September 30, 2014;24,500,000; (l) the Comerica Letter of Credit and the JPM Letter of Credit[reserved;] (m) Refinancing Debt as long as each Refinancing Condition is satisfied; (n) Intercompany Indebtedness of Borrowers and thetheir Subsidiaries to the extent permitted by Section 10.2.5; provided that any such Indebtedness that is owed by an Obligor to a Subsidiary that is not an Obligor is subordinated to the Obligations pursuant to an Affiliate Subordination Agreement; (o) financing of insurance premiums in the Ordinary Course of Business; (p) Indebtedness incurred in respect of credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including so-called “procurement cards” or “P-cards”), or cash management services, netting services, overdraft protection, and other like services, in each case incurred in the Ordinary Course of Business; (q) unsecured Indebtedness owing to former employees, officers or directors (or any spouses, ex-spouses, or estates of any of the foregoing) incurred in connection with the repurchase by Company of the Equity Interests of Company that have been issued to such Persons, so long as (i) no Default or Event of Default has occurred and is continuing or would result from the incurrence of such Indebtedness and (ii) the aggregate amount of all such Indebtedness outstanding at any one time does not exceed $500,000; provided that any such Indebtedness shall be treated as a Distribution and only be permitted to the extent permitted pursuant to Section 10.2.4; (r) accrual of interest, accretion or amortization of original issue discount, or the payment of interest in kind, in each case on Indebtedness that otherwise constitutes Indebtedness permitted under this Section 10.2.1; (s) Indebtedness incurred by Subsidiaries that are not Obligors in an aggregate principal amount not to exceed $2,500,000; (t) to the extent constituting Indebtedness, customary purchase price adjustments, earn outs, indemnification obligations, unsecured guarantees thereof and similar items of Borrowers or any of their Subsidiaries in connection with Permitted Acquisitions, other acquisitions of assets permitted hereunder or Permitted Asset Dispositions; (u) to the extent constituting Indebtedness, Indebtedness in respect of the Fee Claim Reserve Amounts, the Prepetition Escrowed Amounts and the Delayed Admin Claims[reserved]; (v) Borrowers and their Subsidiaries may enter into Hedging Agreements that are (i) required by the Term Loan Facility and not for speculative purposes or (ii) entered into in the Ordinary Course of Business and not for speculative purposes; and (w) Indebtedness that is not included in any of the preceding clauses of this Section 10.2.1, is not secured by a Lien and does not exceed $5,000,000 in the aggregate at any time.

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 ▇▇▇▇ CDSone time outstanding.

Permitted Indebtedness. Guarantor shall not create, incur, assume or suffer to exist any Indebtedness to Agentfor Borrowed Money, Issuing Bank and Lenders in connection with except the following (collectively, "PERMITTED INDEBTEDNESS"): (a) Indebtedness 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 ▇▇▇▇ CDSaggregate.

Permitted Indebtedness. Indebtedness Neither the Borrower nor any Subsidiary will create, incur or suffer to Agentexist any Indebtedness, Issuing Bank except, without duplication and Lenders in connection with the Revolving Credit and Letters of Credit or otherwise pursuant without duplication as to the Loan Documents; Borrower and Subsidiaries: (a) The Obligations; (b) trade payables Unsecured Indebtedness existing on the Agreement Date and described on Schedule 7.1(g) attached hereto; (c) Derivatives Contracts entered into in respect of the Obligations; (d) Indebtedness of the Borrower owed to a Subsidiary Guarantor, Indebtedness of a Subsidiary Guarantor owed to the Borrower and Indebtedness of a Subsidiary Guarantor owed to a Subsidiary Guarantor; provided, however, that (a) any Indebtedness of the Borrower owed to a Subsidiary Guarantor is unsecured and subordinated to the Borrower’s Obligations hereunder in a manner satisfactory to the Administrative Agent, and (b) upon any such Subsidiary Guarantor ceasing to be a Subsidiary Guarantor or such Indebtedness being owed to any Person other than the Borrower or a Subsidiary Guarantor, the Borrower or such Subsidiary Guarantor hereunder, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (d); (e) Trade accounts payable and accrued expenses arising or occurring in the ordinary course of business; (f) Indebtedness with respect to Letters of Credit; (g) Indebtedness consisting of Taxes payable, and obligations in respect of customer deposits, all to the extent incurred in the ordinary course of the Borrower’s or any Subsidiary GuarantorSubsidiary’s business; (h) Performance bonds, completion bonds, other bonds customarily used by the Borrower in its trade or business, surety and appeal bonds, guarantees of performance and guarantees of Indebtedness of a special district entered into in the ordinary course of business (in each case other than for an obligation for money borrowed); (i) Indebtedness arising under a guarantee of indebtedness of any Joint Venture (provided that such guarantee shall be deemed to be an investment in such Joint Venture and subject to the limitations in clause (e) of the definition of Permitted Investments and Section 10.1(e)); (j) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (c5) Business Days of incurrence; (k) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (l) (i) Capitalized Lease Obligations and (ii) Non-Recourse Indebtedness secured by purchase money Indebtedness Liens on any Property (including Capitalized Lease Obligationsother than any Borrowing Base Property) hereafter acquired or the assumption of any Lien on Property (other than any Borrowing Base Property) existing at the time of such acquisition (and not created in contemplation of such acquisition), provided that (1) the amount outstanding under clauses (i) and (ii) shall not exceed the Threshold Amount in the aggregate at any time and (2) with respect to Indebtedness incurred under clause (ii) above, (X) any Property securing such Indebtedness shall have been acquired by the Borrower or any Subsidiary Guarantor in the ordinary course of its respective business and the Lien on any such Property shall attach to finance such asset concurrently or within ninety (90) days after the purchase of fixed assets; provided thatacquisition thereof, (iY) such Indebtedness incurred in any fiscal year shall not exceed $1,000,000 (ii) the amount of such Indebtedness shall not exceed the such purchase price or cost of the assets funded and (iii) no any Property securing 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 (jZ) Indebtedness related each Lien shall attach only to the ▇▇▇▇ CDS.Property so acquired; (m) Intentionally omitted;

Permitted Indebtedness. The Issuer shall not create or incur or suffer to exist or cause to be created, incurred or suffered to exist any Indebtedness to Agentexcept the following (collectively, Issuing Bank and Lenders in connection with the Revolving Credit and Letters of Credit or otherwise "Permitted Issuer Indebtedness"): (a) Indebtedness incurred pursuant to this Indenture and the Loan Documents; Initial Bonds; (b) trade payables Indebtedness incurred pursuant to Additional Bonds issued in accordance with the ordinary course provisions of Borrower’s or any Subsidiary Guarantor’s business; Section 2.3; (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) an Authorized Officer of the Issuer certifies to the Bond Trustee in writing that no Default or Event of Default has occurred and is continuing or will occur after giving effect to the incurrence of such Indebtedness and the application of the net proceeds thereof; (ii) an Authorized Officer of the Issuer certifies to the Bond Trustee in writing that after giving effect to the incurrence of such Indebtedness, the minimum annual Projected Debt Service Coverage Ratio for each fiscal year through the Final Maturity Date for the Bonds (starting in the fiscal year in which the Indebtedness is incurred) with the longest maturity, will not be less than 1.5 to 1; and (iii) written confirmation from each Rating Agency then rating the Bonds that the incurrence of such Indebtedness will not result in a Rating Downgrade. (d) Indebtedness related to Permitted Liens; (e) Indebtedness represented by interest rate protection agreements with respect to other Permitted Issuer Indebtedness; (f) Indebtedness in the form of a working capital facility in an aggregate principal amount not to exceed, at any one time outstanding, (i) such Indebtedness incurred in any fiscal year shall not exceed $1,000,000 40,000,000 (Escalated)plus (ii) upon the acquisition of an Additional Guarantor or additional district energy assets, 5% of the Indebtedness incurred by the Issuer in connection with such acquisition; provided that the outstanding principal amount of such Indebtedness shall not exceed the purchase price of the assets funded and be reduced to zero for five (iii5) 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; days each year; (g) guarantees by Borrower of Indebtedness of a owed to the 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 Additional Guarantor, and (j) Indebtedness related to the ▇▇▇▇ CDS.; and

Permitted Indebtedness. The Company will not and will not permit any of its Subsidiaries to create, incur, assume or suffer to exist any Indebtedness to Agent, Issuing Bank and Lenders in connection with for borrowed money after the Revolving Credit and Letters date of Credit or otherwise this Agreement except for (i) the Obligations; (ii) the Senior Debt; (iii) Indebtedness of the 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 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 connection with performance bonds, workmen’s compensation bonds or 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 refinancinglike; (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; (hxi) Indebtedness under Hedging Agreements; (i) upon and following the consummation leases 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 Company’s manufacturing plants at ▇▇▇▇ CDS▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ and at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇, ▇▇▇▇▇; (xii) Indebtedness under the leases of real property at ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇; (xiii) Indebtedness under the Sale and Leaseback Documents; (xiv) Indebtedness incurred pursuant to the ETI Subordinated Note; and (xv) Indebtedness not included in paragraphs (i) through (xiv) above which does not exceed at any time, in the aggregate, the sum of $1,000,000.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, “Permitted Indebtedness”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after 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 ▇▇▇▇ CDSLender.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "PERMITTED INDEBTEDNESS"): (i) Indebtedness under the Loan Documents, (ii) Indebtedness under the Fuller Note as in effect on the Closing Date, (iii) any Indebtedness set forth o▇ ▇▇▇▇dule 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 purchase money Liens permitted by Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations, Indebtedness to AgentEquipment Lenders and future obligations under operating leases and purchase money indebtedness outstanding at any time shall not exceed 590,000,000, Issuing Bank and Lenders (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 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 ▇▇▇▇ CDS▇▇nt or after giving effect thereto there shall exist a Default or Event of Default.

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 Agentletters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included and (y) except as provided above, Issuing Bank 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 Lenders Section 6.1(a), Borrower, in connection 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 in 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 ▇▇▇▇ CDSwith greater or lower priority.

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 ▇▇▇▇ CDSLenders.

Permitted Indebtedness. No Borrower or Guarantor shall create, incur, assume or suffer to exist (or permit any of its Subsidiaries to create, incur, assume or suffer to exist) any Indebtedness, except the following (collectively, "Permitted Indebtedness"): (i) Indebtedness under the Loan 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 ▇▇▇▇ CDSLender.

Permitted Indebtedness. None of the Obligors will create, guarantee, assume or suffer to exist, or in any manner be or become liable in respect of, any Indebtedness to Agentof any kind or character, Issuing Bank other than: (a) the Series A Notes and Lenders the guaranty thereof, in connection with each case, secured by the Revolving Credit and Letters Liens granted in favor of Credit or otherwise pursuant to the Loan Documents; Trustee under the Security Documents for the benefit of the Secured Parties; (b) trade payables incurred in the ordinary course Subordinated Indebtedness 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 thatObligor, so long as (i) such Indebtedness is subordinated to the Notes pursuant to the terms of a Subordination Agreement, and (ii) no Default or Event of Default exists or would exist after giving effect to such Indebtedness; (c) Any Additional Notes issued pursuant to this Agreement, and the guaranty thereof, and any other Indebtedness of the Obligors; provided that, at the time of the issuance of any such Additional Notes or the incurrence of any such other Indebtedness, the Debt Service Coverage Ratio, for both (1) the most recently ended period of 12 consecutive months and (2) on a forward looking Pro Forma Basis after giving effect to the issuance of such Notes or the incurrence of such other Indebtedness, for each annual period through the latest Maturity Date of all Notes outstanding, shall be greater than 1.50 to 1.00; provided that, prior to January 31, 2021, the Debt Service Coverage Ratio for purposes of clause (1) shall only be required to be measured for the number of months that have been completed since the initial Closing Date; and provided further that: (i) such other Indebtedness will either (a) share pari passu in the Collateral and the holders of such Indebtedness execute and deliver a joinder to the Collateral Trust Indenture in accordance with the terms of the Collateral Trust Indenture, or (b) constitute Other Permitted Indebtedness, and the Co-Issuers shall have furnished to the Trustee and each holder of Notes an Officer’s Certificate to such effect; (ii) if any covenant and event of default of the documentation governing such Notes or such other Indebtedness is more restrictive on any Obligor than the covenants or agreements contained in the Transaction Documents or is more favorable to such holders than the covenants or agreements contained in the Transaction Documents, then such more restrictive or more favorable covenant or agreement shall be deemed to be incorporated into this Agreement by reference at the time such holder becomes so entitled, and the holders of Notes shall be entitled to the amend the Transaction Documents to incorporate such more restrictive or more favorable covenant or agreement; (iii) with respect to each series of Notes, if the aggregate principal amount of such Additional Debt incurred (A) in any fiscal year exceeds $5,000,000 or (B) in the aggregate exceeds $10,000,000, the Rating Agency then maintaining the Debt Rating on such Notes in accordance with Section 9.11 reaffirms that such Notes have an Investment Grade Rating, after giving effect to such Additional Debt; (iv) no Default or Event of Default exists or would exist with respect to any series of Notes after giving effect to the issuance of such other Notes or the incurrence of such other Indebtedness, as applicable and the Co-Issuers shall not exceed $1,000,000 have furnished to the Trustee and each holder of Notes an Officer’s Certificate to such effect; (iiv) the Obligors shall have furnished to each holder of a Note (A) an Officer’s Certificate (which may be combined with the Officer’s Certificates required to be delivered pursuant to the foregoing clauses (c)(i) and (iv)), dated the date of incurrence of such Indebtedness shall not exceed Additional Debt, setting forth the purchase price information and computations required in order to establish that all conditions in this Section 10.6(c) to the incurrence of such Additional Debt have been satisfied and that, after giving effect to such incurrence and to the application 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 proceeds of such refinancing; (dAdditional Debt, the Co-Issuers are in compliance with the requirements of this Section 10.6(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 Merger, Indebtedness of the Post-Merger Parent that is non-recourse to Borrower or any Subsidiary Guarantordate, and (jB) Indebtedness related to the ▇▇▇▇ CDSextent that satisfaction requires execution and delivery of additional documents, guarantees, security agreements or instruments to effect the same, all such items (along with related legal opinions customarily delivered at closing as to such additional documents).

Permitted Indebtedness. Indebtedness Neither the Borrower nor any Subsidiary will create, incur or suffer to Agentexist any Indebtedness, Issuing Bank except, without duplication and Lenders in connection with the Revolving Credit and Letters of Credit or otherwise pursuant without duplication as to the Loan Documents; Borrower and Subsidiaries: (a) The Obligations; (b) trade payables Unsecured Indebtedness existing on the Agreement Date and described on Schedule 7.1(g) attached hereto; (c) Derivatives Contracts entered into in respect of the Obligations; (d) Indebtedness of the Borrower owed to a Subsidiary Guarantor, Indebtedness of a Subsidiary Guarantor owed to the Borrower and Indebtedness of a Subsidiary Guarantor owed to a Subsidiary Guarantor; provided, however, that (a) any Indebtedness of the Borrower owed to a Subsidiary Guarantor is unsecured and subordinated to the Borrower’s Obligations hereunder in a manner satisfactory to the Administrative Agent, and (b) upon any such Subsidiary Guarantor ceasing to be a Subsidiary Guarantor or such Indebtedness being owed to any Person other than the Borrower or a Subsidiary Guarantor, the Borrower or such Subsidiary Guarantor hereunder, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (d); (e) Trade accounts payable and accrued expenses arising or occurring in the ordinary course of business; (f) Indebtedness with respect to Letters of Credit; (g) Indebtedness consisting of Taxes payable, and obligations in respect of customer deposits, all to the extent incurred in the ordinary course of the Borrower’s or any Subsidiary GuarantorSubsidiary’s business; (h) Performance bonds, completion bonds, other bonds customarily used by the Borrower in its trade or business, surety and appeal bonds, guarantees of performance and guarantees of Indebtedness of a special district entered into in the ordinary course of business (in each case other than for an obligation for money borrowed); (i) Indebtedness arising under a guarantee of indebtedness of any Joint Venture (provided that such guarantee shall be deemed to be an investment in such Joint Venture and subject to the limitations in clause (e) of the definition of Permitted Investments and Section 10.1(e)); (j) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (c5) Business Days of incurrence; (k) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (l) (i) Capitalized Lease Obligations and (ii) Non-Recourse Indebtedness secured by purchase money Indebtedness Liens on any Property (including Capitalized Lease Obligationsother than any Borrowing Base Property) hereafter acquired or the assumption of any Lien on Property (other than any Borrowing Base Property) existing at the time of such acquisition (and not created in contemplation of such acquisition), provided that (1) the amount outstanding under clauses (i) and (ii) shall not exceed $500,000 in the aggregate at any time and (2) with respect to Indebtedness incurred under clause (ii) above, (X) any Property securing such Indebtedness shall have been acquired by the Borrower or any Subsidiary Guarantor in the ordinary course of its respective business and the Lien on any such Property shall attach to finance such asset concurrently or within ninety (90) days after the acquisition thereof, (Y) the amount of such Indebtedness shall not exceed such purchase price or cost of fixed assets; any Property securing such Indebtedness, and (Z) each Lien shall attach only to the Property so acquired; (m) The Subordinated Convertible Notes, provided that, that (i) the outstanding principal amount of such Indebtedness incurred in any fiscal year shall does not exceed $1,000,000 85,000,000 in the aggregate at any time, (ii) such Indebtedness shall not exceed the purchase price of the assets funded and is unsecured, (iii) no such Indebtedness is subordinate to the Obligations and (iv) such Indebtedness is not guaranteed by any Subsidiary Guarantor unless such guaranty is subordinated to the Guaranteed Obligations in a manner satisfactory to the Administrative Agent in its sole and absolute discretion (including, without limitation, a subordination agreement); provided, however, concurrently with the issuance of any Senior Notes Indebtedness in accordance with clause (q) below, the Subordinated Convertible Notes Indenture may be refinanced for a principal amount in excess amended or supplemented to eliminate any contractual or other subordination of the principal amount outstanding at Subordinated Convertible Notes to the time of such refinancing; Obligations, in which event subclauses (diii) 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 (jiv) Indebtedness related to the ▇▇▇▇ CDS.above shall thereafter no longer be applicable;

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, “Permitted Indebtedness”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after 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 ▇▇▇▇ CDSLender.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, “Permitted Indebtedness"): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after 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; and Lender. (h) Indebtedness under Hedging Agreements; (i) upon and following the consummation Section 7.3 of the MergerAgreement, Indebtedness of the Post-Merger Parent that entitled “Permitted Liens” is non-recourse to Borrower or any Subsidiary Guarantor, hereby amended and (j) Indebtedness related to the ▇▇▇▇ CDS.restated as follows:

Permitted Indebtedness. For as long as at least thirty-three (33%) percent of the shares of Preferred Stock originally issued on the Closing Date are held by the Investors: (a) The Corporation shall not incur any Indebtedness (other than (i) any Guarantees by the Corporation in favor of SS/L relating solely to AgentSS/L's performance under any satellite manufacturing agreements, Issuing Bank and Lenders (ii) from any wholly-owned Subsidiary so long as the Corporation does not grant any security interest relating to or in connection with such Indebtedness) in excess of One Million Dollars ($1,000,000) in the Revolving Credit and Letters aggregate unless the Adjusted Tangible Asset Value as of Credit or otherwise the date set forth in the most recent periodic report of the Corporation filed pursuant to the Loan Documents; (b) trade payables incurred Exchange Act exceeds the TAV Threshold. If the Adjusted Tangible Asset Value as of the date set forth in the ordinary course most recent periodic report of Borrower’s or any Subsidiary Guarantor’s business; the Corporation filed pursuant to the Exchange Act exceeds the TAV Threshold, the Corporation shall be permitted to incur Indebtedness from the day after the filing of such periodic report until the day of the filing of the next periodic report (c) purchase money the "Indebtedness (including Capitalized Lease Obligations) hereafter incurred by Borrower or any Subsidiary Guarantor to finance Incurrence Period"), provided that the purchase amount 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 exceed, when aggregated with all other Indebtedness incurred during such Indebtedness Incurrence Period, an amount equal to one-half of the assets funded difference between the Adjusted Tangible Asset Value as of the date set forth in the most recent periodic report of the Corporation filed pursuant to the Exchange Act and the TAV Threshold; (b) Prior to any incurrence of any Indebtedness permitted by the paragraph immediately above, the Corporation shall deliver to the Investors a certificate, signed by a duly authorized officer of the Corporation, stating that the Corporation has determined, in good faith and in consultation with and after taking the advice of the Chief Financial Officer of the Corporation, that (A) the Adjusted Tangible Asset Value exceeds the TAV Threshold, and (iiiB) no such the Indebtedness may to be refinanced for a principal amount in excess incurred will not exceed one-half of the principal amount outstanding at difference between the time Adjusted Tangible Asset Value and the TAV Threshold, in each case as of the date of the incurrence of such refinancingIndebtedness; and (dc) 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 If any Subsidiary Guarantor; of the Corporation (gother than SkyNet and its Subsidiaries) guarantees by Borrower of Indebtedness of a Subsidiary Guarantor so long as such Indebtedness of incurs Indebtedness, such Subsidiary Guarantor constitutes Permitted Indebtedness; (h) Indebtedness under Hedging Agreements; shall not Transfer (i) upon and following any proceeds or other consideration received by such Subsidiary from the consummation incurrence of the Merger, Indebtedness of the Post-Merger Parent that is non-recourse to Borrower or any Subsidiary Guarantorsuch Indebtedness, and (jii) Indebtedness related any substitution of such proceeds or other consideration, including assets or property acquired using such proceeds or consideration or proceeds or other consideration received from the disposition of such assets or property, to the ▇▇▇▇ CDSSkyNet or any of its Subsidiaries, except in compliance with Section 5.07 hereof.

Permitted Indebtedness. Indebtedness Indebtedness" means the following, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several: (i) 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 ▇▇▇▇ CDSone time outstanding.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, “Permitted Indebtedness”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to 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 ▇▇▇▇ CDS.

Permitted Indebtedness. Indebtedness Neither the Borrower nor any Subsidiary will create, incur or suffer to Agentexist any Indebtedness, Issuing Bank except, without duplication and Lenders in connection with the Revolving Credit and Letters of Credit or otherwise pursuant without duplication as to the Loan Documents; Borrower and Subsidiaries: (a) The Obligations; (b) trade payables Unsecured Indebtedness existing on the Agreement Date and described on Schedule 7.1(g) attached hereto; (c) Derivatives Contracts entered into in respect of the Obligations; (d) Indebtedness of the Borrower owed to a Subsidiary Guarantor, Indebtedness of a Subsidiary Guarantor owed to the Borrower and Indebtedness of a Subsidiary Guarantor owed to a Subsidiary Guarantor; provided, however, that (a) any Indebtedness of the Borrower owed to a Subsidiary Guarantor is unsecured and subordinated to the Borrower’s Obligations hereunder in a manner satisfactory to the Administrative Agent, and (b) upon any such Subsidiary Guarantor ceasing to be a Subsidiary Guarantor or such Indebtedness being owed to any Person other than the Borrower or a Subsidiary Guarantor, the Borrower or such Subsidiary Guarantor hereunder, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (d); (e) Trade accounts payable and accrued expenses arising or occurring in the ordinary course of business; (f) Indebtedness with respect to Letters of Credit; (g) Indebtedness consisting of Taxes payable, and obligations in respect of customer deposits, all to the extent incurred in the ordinary course of the Borrower’s or any Subsidiary GuarantorSubsidiary’s business; (h) Performance bonds, completion bonds, other bonds customarily used by the Borrower in its trade or business, surety and appeal bonds, guarantees of performance and guarantees of Indebtedness of a special district entered into in the ordinary course of business (in each case other than for an obligation for money borrowed); (i) Indebtedness arising under a guarantee of indebtedness of any Joint Venture (provided that such guarantee shall be deemed to be an investment in such Joint Venture and subject to the limitations in clause (e) of the definition of Permitted Investments and Section 10.1(e)); (j) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (c5) Business Days of incurrence; (k) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (l) (i) Capitalized Lease Obligations and (ii) Non-Recourse Indebtedness secured by purchase money Indebtedness Liens on any Property (including Capitalized Lease Obligationsother than any Borrowing Base Property) hereafter acquired or the assumption of any Lien on Property (other than any Borrowing Base Property) existing at the time of such acquisition (and not created in contemplation of such acquisition), provided that (1) the amount outstanding under clauses (i) and (ii) shall not exceed $500,000 in the aggregate at any time and (2) with respect to Indebtedness incurred under clause (ii) above, (X) any Property securing such Indebtedness shall have been acquired by the Borrower or any Subsidiary Guarantor in the ordinary course of its respective business and the Lien on any such Property shall attach to finance such asset concurrently or within ninety (90) days after the acquisition thereof, (Y) the amount of such Indebtedness shall not exceed such purchase price or cost of fixed assets; any Property securing such Indebtedness, and (Z) each Lien shall attach only to the Property so acquired; (m) The Convertible Notes, provided that, that (i) the outstanding principal amount of such Indebtedness incurred in any fiscal year shall does not exceed $1,000,000 69,962,000 in the aggregate at any time and (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 ▇▇▇▇ CDS.unsecured;

Permitted Indebtedness. Indebtedness The Borrower shall not, and shall not permit any Subsidiary to, borrow money, issue any evidences of indebtedness, or create, assume, guarantee, become contingently liable for or suffer or permit to Agentexist any indebtedness of the Borrower or any Subsidiary in addition to indebtedness to the Bank (including, Issuing Bank without limitation, as indebtedness Capitalized Lease Obligations), except: (a) Unsecured Funded Debt of the Borrower to Prudential in a principal amount not exceeding $10,000,000.00 before the BERS Acquisition and Lenders in connection a principal amount not exceeding $14,000,000.00 after the BERS Acquisition, provided that all such Funded Debt shall be repaid in accordance with the Revolving Credit its terms and Letters of Credit schedule, shall not be prepaid, and shall not be extended, renewed, or otherwise pursuant to the Loan Documents; modified: (b) Unsecured trade payables debt of the Borrower and the Subsidiaries, other than Adjusted Funded Debt, incurred or arising in the ordinary course of Borrower’s or any Subsidiary Guarantor’s business; ; (c) purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred by Unsecured Current Debt of the Borrower or to banks and other institutional lenders, provided that the aggregate amount of such Current debt at any Subsidiary Guarantor to finance the purchase of fixed assets; provided that, (i) such Indebtedness incurred in any fiscal year time outstanding 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; 2,000,000.00; (d) Indebtedness existing on For a period of 90 days after the Closing Date BERS Acquisition, indebtedness of BERS to Centura Bank in an aggregate amount not exceeding $1,858,973.00, provided that is identified and described on Schedule “1.1(a)” attached hereto and made part hereof; such indebtedness shall not be extended, renewed or otherwise modified; (e) Subordinated Debt; One or more capital leases described in Section 5.07(d): (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 Capital leases between BERS 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 ▇▇▇▇▇▇ CDS.Laboratories Hospital Products Division covering equipment subleased by BERS to ▇▇▇ Hospital, and all amendments, extensions, renewals and replacements thereof, provided the aggregate amount of BERS' obligations under such capital leases shall not exceed $500,000.00 at any time outstanding; and

Permitted Indebtedness. Borrower and its Subsidiaries shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, “Permitted Indebtedness”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2 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 (ii) at any time outstanding secured only by Liens in cash pledged to 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 refinancingbanks; (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 ▇▇▇▇ CDS.;and

Permitted Indebtedness. No Borrower or Guarantor shall create, incur, assume or suffer to exist (or permit any of its Subsidiaries to create, incur, assume or suffer to exist) any Indebtedness, except the following (collectively, "Permitted Indebtedness"): (i) Indebtedness under the Loan 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; (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 ▇▇▇▇ CDS.and

Permitted Indebtedness. Obligors shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "Permitted Indebtedness"): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to 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 ▇▇▇▇ 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 to Agent, Issuing Bank and Lenders in connection with for borrowed money after the Revolving Credit and Letters date of Credit or otherwise this Agreement except for (i) the Obligations; (ii) the Senior Debt; (iii) Indebtedness of the 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 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 connection with performance bonds, workmen’s compensation bonds or 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 refinancinglike; (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; (hxi) Indebtedness under Hedging Agreements; (i) upon and following the consummation leases 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 Company’s manufacturing plants at ▇▇▇▇ CDS▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ and at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇, ▇▇▇▇▇; (xii) Indebtedness under the leases of real property at ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇; (xiii) Indebtedness under the Sale and Leaseback Documents; (xiv) Indebtedness incurred pursuant to the ETI Subordinated Note; and (xv) Indebtedness not included in paragraphs (i) through (xiv) above which does not exceed at any time, in the aggregate, the sum of $1,000,000.

Permitted Indebtedness. Indebtedness “Permitted Indebtedness” shall mean (i) indebtedness of Borrower or a Third Party Obligor to Agent, Issuing Bank and Lenders in connection with the Revolving Credit and Letters of Credit Borrower or otherwise pursuant to the Loan Documents; (b) trade payables incurred any Subsidiary 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 indebtedness in favor of Solon AG and its affiliates under the purchase price Amended and Restated Supply Agreement, dated as of the assets funded April 14, 2005, as amended, between Borrower and Solon AG fur Solartechnik; (iii) no such Indebtedness may be refinanced for a indebtedness in favor of customers and suppliers of the Borrower and its Subsidiaries in connection with supply and purchase agreements in an aggregate principal amount in excess of not to exceed Two Hundred Million Dollars ($200,000,000.00) at any one time and any refinancings, refundings, renewals or extensions thereof (without shortening the maturity thereof or increasing the principal amount outstanding at the time of such refinancingthereof); (div) Indebtedness existing on 1.25% senior convertible debentures issued in February 2007 in the Closing Date that is identified and described on Schedule “1.1(a)” attached hereto and made part hereofaggregate principal amount of Two Hundred Million Dollars ($200,000,000.00) plus accrued interest thereon; (ev) Subordinated Debt; unsecured contingent liabilities in favor of Union Bank of California in connection with 3 outstanding letters of credit issued by Union Bank of California, (fvi) Indebtedness obligations owed to Travelers Casualty and Surety Company 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 America 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 St. ▇▇▇▇ CDSFire and Marine Insurance Company, and their affiliates (collectively, “Travelers”) in connection with obligations under the General Contract of Indemnity with Travelers, pursuant to which Travelers issues bonds or otherwise secures performance of Borrower and Subsidiaries for the benefit of their customers and contract counterparties; (vii) additional convertible debentures in the maximum aggregate principal amount of Two Hundred Fifty Million Dollars ($250,000,000.00) with an interest not to exceed 2.00% per annum, and with a maturity date no earlier than January 1, 2013; and (viii) additional indebtedness of Borrower and Third Party Obligors in an aggregate principal amount not to exceed Fifteen Million Dollars ($15,000,000.00) outstanding at any one time.

Permitted Indebtedness. The Guarantor shall not create or incur or suffer to exist any Indebtedness to Agent, Issuing Bank and Lenders in connection with except 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, following: (i) such Indebtedness incurred in any fiscal year shall not exceed $1,000,000 pursuant to this Guarantee; (ii) Indebtedness incurred to finance in whole or in part the making of capital improvements to the Trinidad Project required to maintain compliance with Applicable Law; PROVIDED that the Independent Engineer shall have certified to the Bond Trustee that: (A) an Officer's Certificate of an Authorized Officer of the Trinidad Obligor certifying that such Indebtedness shall is required to make a capital improvement to the Trinidad Project that is required in order to maintain compliance with Applicable Law is reasonable and that such Indebtedness is the most effective means of making such capital expenditure and, if applicable, completing the Trinidad Project; and (B) after giving effect to the incurrence of such Indebtedness, the minimum Projected Debt Service Coverage Ratio for (1) the next four consecutive fiscal quarters, commencing with the quarter in which such Indebtedness is to be incurred, taken as one annual period and (2) each subsequent fiscal year through the Final Maturity Date for the Securities, will not exceed the purchase price of the assets funded and be less than 1.2 to 1; (iii) Indebtedness incurred to finance in whole or in part the making of capital improvements to the Trinidad Project other than those capital improvements referenced in clause (ii) above PROVIDED that: (A) an Authorized Officer of the Trinidad Obligor certifies to the Bond Trustee that no Trinidad Default or Trinidad Event of Default has occurred and is continuing or will occur as a result of the incurrence of such Indebtedness; (B) the Independent Engineer shall have certified to the Bond Trustee that after giving effect to the incurrence of such Indebtedness, (1) the minimum Projected Debt Service Coverage Ratio for (x) the next four consecutive fiscal quarters commencing with the quarter in which such Indebtedness may is to be refinanced incurred, taken as one annual period and (y) each subsequent fiscal year through the Final Maturity Date for the Securities, will not be less than 1.5 to 1 and (2) the average Projected Debt Service Coverage Ratio for all succeeding fiscal years until the Final Maturity Date for the Securities will not be less than 1.55 to 1; and (C) written confirmation from each Rating Agency then rating the Securities that the incurrence of such Indebtedness will not result in a Ratings Downgrade; (iv) Indebtedness in the form of a working capital facility for the benefit of the Trinidad Project in an aggregate principal amount not to exceed $3,000,000; PROVIDED that the terms of such facility provide that the aggregate amount of all loans outstanding thereunder shall be reduced to zero for ten (10) days in excess each fiscal year; (v) To the extent such obligations would constitute Indebtedness, obligations of the principal amount outstanding at Trinidad Finance Parties under the time of such refinancing; Trinidad Project Documents; (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 (jvi) Indebtedness related to the ▇▇▇▇ CDSTrinidad Permitted Project Liens; and (vii) Subordinated Indebtedness from any other Trinidad Finance Party.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, “Permitted Indebtedness”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to 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 ▇▇▇▇ CDSLender).

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 ▇▇▇▇ CDSLenders.

Permitted Indebtedness. The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, issue, assume or permit to exist any Indebtedness to Agentfor Borrowed Money other than: (a) the Notes issued hereunder, Issuing Bank and Lenders the Subsidiary Guaranty Agreement relating thereto; (b) Subordinated Debt; (c) debt incurred in connection with permitted Fixed Asset Financing; (d) debt arising in connection with a letter of credit to be issued by ▇▇▇▇▇▇ Trust and Savings Bank, in its individual capacity and not as Agent or as a Bank hereunder, for the Revolving Credit account of the Borrower and Letters one or more of Credit or otherwise pursuant its Subsidiaries in an amount not exceeding $10,000,000 (as reduced from time to time in accordance with its terms) and having an expiration date not longer than 12 months from the date of issuance to secure obligations of the Borrower and its Subsidiaries owing to the Loan Documents; Assurant Group/Assurant Solutions or its affiliates arising as a result of the Borrower terminating its current business arrangements with Assurant Group/Assurant Solutions or its affiliates; (be) trade payables incurred unsecured Indebtedness for Borrowed Money owing between the Borrower and its Restricted Subsidiaries in the ordinary course of Borrower’s business, provided that the aggregate amount of Indebtedness for Borrowed Money at any one time owing either by or any to the Insurance 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 refinancing1,000,000; (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; and (f) other unsecured Indebtedness of a Fin 46 Entity which is non-recourse for Borrowed Money to any Person (other than to the Borrower or another Restricted Subsidiary) in an aggregate amount for the Borrower and all Restricted Subsidiaries not exceeding $1,000,000 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 time outstanding. 1.2. Section 8.15 of the Merger, Indebtedness of the Post-Merger Parent that Credit Agreement is non-recourse hereby amended and restated in its entirety to Borrower or any Subsidiary Guarantor, and (j) Indebtedness related to the ▇▇▇▇ CDS.read as follows:

Permitted Indebtedness. Indebtedness Incur or permit to Agentexist or remain outstanding any Indebtedness; provided, Issuing Bank and Lenders in connection with the Revolving Credit and Letters of Credit or otherwise pursuant to however, that the Loan Parties may incur or permit to exist or remain outstanding the following Indebtedness (“Permitted Indebtedness”): (a) Indebtedness of any Loan Party arising under this Agreement or the other Loan Documents; ; (b) trade payables Indebtedness in respect of taxes, assessments, governmental charges, and claims for labor, materials or supplies, to the extent that payment thereof is not yet due or is being contested in good faith by appropriate proceedings, and an adequate reserve has been established therefor and is maintained in accordance with GAAP; (c) [reserved]; (d) Indebtedness incurred to finance the purchase of equipment used in the ordinary course of Borrower’s or the Core Businesses in an aggregate amount not to exceed $5,000,000, and provided that at 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 assetstime outstanding and extensions, renewals, refinancings and replacements thereof; provided that, that (i) the principal amount of any such Indebtedness incurred in any fiscal year shall refinancing does not exceed $1,000,000 the principal amount of the Indebtedness being refinanced and (ii) the material terms and provisions of any such refinancing (including redemption, prepayment, security, default and subordination provisions) are no less favorable to the applicable Loan Party and the Lenders than the Indebtedness shall being refinanced (other than the interest rate and fees under such refinanced Indebtedness which may be at a rate consistent with the rates and fees then prevailing in the market for similar Indebtedness for borrowers engaged in the Core Businesses and with similar credit risks as Borrower); (e) Indebtedness of any Loan Party arising under the Indentures in an aggregate principal amount not to exceed $395,133,000 and extensions, renewals, refinancings and replacements thereof; provided that (i) the principal amount of any such refinancing does not exceed the purchase price principal amount of the assets funded Indebtedness being refinanced, (ii) the maturity date of such Indebtedness is extended beyond the first anniversary of the Maturity Date and (iii) the material terms and provisions of any such refinancing (including redemption, prepayment, security, default and subordination provisions) are no less favorable to the applicable Loan Party and the Lenders than the Indebtedness being refinanced (other than the interest rate and fees under such refinanced Indebtedness which may be refinanced at a rate consistent with the rates and fees then prevailing in the market for a principal amount similar Indebtedness for borrowers engaged in excess of the principal amount outstanding at the time of such refinancing; (d) Indebtedness existing on the Closing Date that is identified Core Businesses and described on Schedule “1.1(awith similar credit risks as Borrower)” attached hereto and made part hereof; (e) Subordinated Debt; ; (f) Indebtedness of a Fin 46 Entity which is non-recourse Secured Debt in an aggregate amount not to Borrower or exceed at any Subsidiary Guarantor; time the Maximum Permitted Secured Indebtedness; (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 MF Owner or any Subsidiary Guarantor, and (j) Indebtedness related to the ▇▇▇▇ CDSCF Owner incurred in accordance with Section 7.12 hereof.

Permitted Indebtedness. 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 $500,000 aggregate limitation for Pioneer. (8) Section 7.4 “Redemption/Guarantees/Advances/Issuance of Stock/Dividend” shall be deleted in its entirety and shall be replaced with 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 ▇▇▇▇ CDS.following:

Permitted Indebtedness. Indebtedness “Permitted Indebtedness” shall mean (i) indebtedness of Borrower or a Third Party Obligor to AgentBorrower or any Subsidiary in the ordinary course of business, Issuing Bank (ii) indebtedness in favor of Solon AG and Lenders its affiliates under the Amended and Restated Supply Agreement, dated as of April 14, 2005, as amended, between Borrower and Solon AG fur Solartechnik; (iii) indebtedness in favor of customers and suppliers of the Borrower and Third Party Obligors in connection with supply and purchase agreements in an aggregate principal amount not to exceed Two Hundred Million Dollars ($200,000,000.00) at any one time and any refinancings, refundings, renewals or extensions thereof (without shortening the Revolving Credit and Letters maturity thereof or increasing the principal amount thereof); (iv) 1.25% senior convertible debentures issued in February 2007 in the aggregate principal amount of Credit Two Hundred Million Dollars ($200,000,000.00) plus accrued interest thereon; (v) obligations owed to bonding companies in connection with obligations under bonding contracts (however titled) entered into in the ordinary course of business, pursuant to which such bonding companies issue bonds or otherwise pursuant to secure performance of Borrower and Subsidiaries for the Loan Documentsbenefit of their customers and contract counterparties; (bvi) 0.75% senior convertible debentures issued in August 2007 in the aggregate principal amount of Two Hundred Twenty-Five Million Dollars ($225,000,000.00) plus accrued interest thereon; (vii) unsecured indebtedness to International Finance Corporation in a principal amount not to exceed $75,000,000.00, provided that (1) prior to Borrower or any Third Party Obligor entering into any definitive or binding agreement with respect to any such indebtedness, Bank shall have reviewed and approved in writing all material terms and conditions of such indebtedness, and (2) the loan agreement and other definitive agreements (the “IFC Documents”) are in all material respects consistent with such terms and conditions; (viii) indebtedness to Union Bank of California (“UBOC”) consisting of an unsecured term loan in a principal amount not to exceed $30,000,000.00, provided that (1) prior to Borrower or any Third Party Obligor entering into any definitive or binding agreement with respect to any such indebtedness, Bank shall have reviewed and approved in writing all material terms and conditions of such indebtedness, and (2) the loan agreement and other definitive agreements (the “UBOC Documents”) are in all material respects consistent with such terms and conditions; (ix) additional indebtedness of Borrower and Third Party Obligors in an aggregate principal amount not to exceed Twenty Five Million Dollars ($25,000,000.00) outstanding at any one time; and (x) accrued interest on any of the foregoing. For clarity, Bank and Borrower agree that Borrower’s or any Subsidiary’s trade payables incurred in the ordinary course of Borrower’s business do not constitute indebtedness prohibited or any Subsidiary Guarantor’s business; (c) purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred restricted by the terms of this Section 5.3. 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 agree to any amendment of or departure from any terms or conditions of the assets funded and (iii) no such Indebtedness may be refinanced for a principal amount in excess of IFC Documents or the principal amount outstanding at UBOC Documents which would render 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 terms thereof more restrictive or onerous to Borrower or any Subsidiary Guarantor; (g) guarantees Third Party Obligor than the material terms and conditions reviewed and approved 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 ▇▇▇▇ CDSBank in writing.

Permitted Indebtedness. The Company will not and will not permit any Restricted Subsidiary to incur, create, issue, assume or permit to exist any Indebtedness to Agent, Issuing Bank and Lenders in connection with the Revolving Credit and Letters of Credit or otherwise pursuant to the Loan Documents; other than: (a) Senior Debt; (b) trade payables Subordinated Debt outstanding on the date hereof and reflected on Annex A to Exhibit B or permitted by 5.19; (c) Capital Debt outstanding on the date hereof and reflected on Annex A to Exhibit B or permitted by 5.19; (d) Guaranties of the Company or a Restricted Subsidiary; (e) Capitalized Leases of the Company; (f) liabilities (other than for borrowed money) incurred in the ordinary course regular operation of Borrower’s the Finance Business of the Company or any a Restricted 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 thatand not more than three months overdue, unless such overdue liabilities are either (i) such Indebtedness incurred less than U.S.$250,000 in any fiscal year shall not exceed $1,000,000 one case and less than U.S.$2,500,000 in the aggregate, or (ii) being contested in good faith by appropriate actions or proceedings and, with respect thereto, the Company or such Indebtedness Restricted Subsidiary shall not exceed the purchase price of the assets funded and have set aside on its books reserves deemed by it to be adequate; 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; (fg) Indebtedness of a Fin 46 Entity which is nonRestricted Subsidiary to the Company or to a Wholly-recourse to Borrower or any owned Restricted Subsidiary Guarantor; (g) guarantees by Borrower of and Indebtedness of the Company to a Wholly-owned Restricted Subsidiary. Any corporation which becomes a Restricted Subsidiary Guarantor so long as such after the date hereof shall for all purposes of this 5.7 be deemed to have created, assumed or incurred at the time it becomes a Restricted Subsidiary all 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 ▇▇▇▇ CDScorporation existing immediately after it becomes a Restricted Subsidiary.

Permitted Indebtedness. No Borrower shall create, incur, assume or suffer to exist any Indebtedness to Agentfor Borrowed Money, Issuing Bank and Lenders in connection with except the Revolving Credit and Letters of Credit or otherwise pursuant to following (collectively, "PERMITTED INDEBTEDNESS"): (a) Indebtedness 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 ▇▇▇▇ 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. (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 ▇▇▇▇ CDSone time outstanding.

Permitted Indebtedness. Shall refer to: (a) any Indebtedness to Agent, Issuing Bank and Lenders in connection with the Revolving Credit and Letters of Credit or otherwise pursuant owing to the Agent and the Lenders under this Agreement and the other Loan Documents; ; (b) trade payables any Indebtedness listed on SCHEDULE 7.2, and the extension of maturity, refinancing or modification of the terms thereof; provided, however, that (i) such extension, refinancing or modification is pursuant to terms that are not less favorable to the Borrower and the Banks than the terms of the Indebtedness being extended, refinanced or modified and (ii) after giving effect to the extension, refinancing or modification, such Indebtedness is not greater than the amount of Indebtedness outstanding immediately prior to such extension, refinancing or modification; (c) Indebtedness evidenced by Capitalized Lease Obligations entered into in order to finance Capital Expenditures made by the Borrower in accordance with the provisions of ss.7.7, which Indebtedness, when aggregated with the principal amount of all Indebtedness incurred under this clause (c) and clause (d) of this definition, does not exceed $500,000 in any calendar year; (d) Indebtedness permitted by clause (e) of the definition of "Permitted Lien"; (e) Indebtedness permitted under ss.7.5; (f) Indebtedness evidenced by the promissory notes issued to the Senior Lenders under the Senior Debt Facility, (g) Indebtedness evidenced by the Seller Subordinated Notes and any other Subordinated Indebtedness; and (h) Contingent Obligations of the Borrower or any of its Subsidiaries in respect of any liability, Indebtedness or other obligations of the Borrower or its Subsidiaries otherwise permitted hereunder. (i) Marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within six months from the date of acquisition thereof; (ii) commercial paper, maturing not more than 270 days after the date of issue rated P-1 by Mood▇'▇ ▇▇▇estors Service, Inc. or A-1 by Standard & Poor's Corporation; (iii) certificates of deposit maturing not more than 270 days after the date of issue, issued by commercial banking institutions and money market or demand deposit accounts maintained at commercial banking institutions, each of which is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $500,000,000; (iv) repurchase agreements having maturities of not more than 90 days from the date of acquisition which are entered into with major money center banks included in the commercial banking institutions described in clause (iii) above and which are secured by readily marketable direct obligations of the Government of the United States of America or any agency thereof, (v) money market accounts maintained with mutual funds having assets in excess of $2,500,000,000, and (vi) tax exempt securities rated A or better by Mood▇'▇ ▇▇▇estors Service, Inc. or A+ or better by Standard & Poor's Corporation. PERMITTED LIENS. Shall refer to: (a) Liens securing the Obligations; (b) Liens for taxes, assessments and governmental charges the payment of which is not required under ss.6.5; (c) Liens imposed by law, such as carriers', warehousemen's, mechanics', materialmen's and other similar Liens arising in the ordinary course of Borrower’s business and securing obligations (other than Indebtedness for borrowed money) that are not overdue by more than 30 days or any Subsidiary Guarantor’s business; are being contested in good faith and by appropriate proceedings promptly initiated and diligently conducted, and a reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor; (ci) Liens described on SCHEDULE 7.1, but not the extension of coverage thereof to other property or the extension of maturity, refinancing or other modification of the terms thereof or the increase of the Indebtedness secured thereby, and (ii) Liens securing the Indebtedness of the Borrower and its Subsidiaries under the Senior Debt Facility; (i) purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred Liens on equipment acquired or held by any Borrower or any Subsidiary Guarantor in the ordinary course of its business 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 secure the purchase price of such equipment or Indebtedness incurred solely for the assets funded and purpose of financing the acquisition of such equipment or (iiiii) no Liens existing on such Indebtedness may be refinanced for a principal amount in excess of the principal amount outstanding equipment at the time of its acquisition; PROVIDED, HOWEVER, that (A) no such refinancing; Lien shall extend to or cover any other property of the Borrower or any of its Subsidiaries and (dB) the aggregate principal amount of 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; secured by any or all such Liens shall not exceed at any one time outstanding $100,000. (f) Indebtedness deposits and pledges securing (i) obligations incurred in respect of a Fin 46 Entity which is non-recourse workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (ii) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations or (iii) obligations on surety or appeal bonds, but only to the extent such deposits or pledges are incurred or otherwise arise in the ordinary course of business and secure obligations not past due; (g) easements, zoning restrictions and similar encumbrances on real property and minor irregularities in the title thereto that do not (i) secure obligations for the payment of money or (ii) materially impair the value of such property or its use by the Borrower or any Subsidiary Guarantor; (g) guarantees by Borrower of Indebtedness of a Subsidiary Guarantor so long as such Indebtedness its Subsidiaries in the normal conduct of such Subsidiary Guarantor constitutes Permitted IndebtednessPerson's business; and (h) Liens securing Indebtedness evidencing Capitalized Lease Obligations described under Hedging Agreements; subsection (ic) upon and following the consummation of the Merger, Indebtedness definition of the Post-Merger Parent that is non-recourse to Borrower or any Subsidiary Guarantor, and (j) Indebtedness related to the ▇▇▇▇ CDSPermitted Indebtedness.

Permitted Indebtedness. Indebtedness to AgentThe definition of “Permitted Indebtedness” in Section 1.1 of the Credit Agreement is hereby amended by (a) deleting “$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 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 comma appearing at the time end of such refinancingclause (p) thereof and replacing it with following: “; provided, however, that for purposes of Refinancing Indebtedness pursuant to this clause (dp): (x) 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 extent the Borrowers determine to ▇▇▇▇▇ CDS▇ ▇▇▇▇ to the holders of such Refinancing Indebtedness, (A) clause (h) of the definition of Refinancing Indebtedness shall not apply, (B) the Lien securing such Refinancing Indebtedness shall have a priority junior to the Lien securing the Obligations and (C) such Refinancing Indebtedness shall be 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 ▇▇▇▇▇ ▇ ▇▇▇▇ to the holders of such Indebtedness, the Refinancing Indebtedness shall have a cash interest expense that is less than or equal to the cash interest expense of the Indebtedness being refinanced; together with reasonably detailed supporting calculations, as to the satisfaction clauses (x) and (y) of the immediately preceding proviso.”

Permitted Indebtedness. (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 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 -150- 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 ▇▇▇▇ CDSone time outstanding.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "PERMITTED INDEBTEDNESS"): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to 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 ▇▇▇▇ CDS.

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 Agentletters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included and (y) except as provided above, Issuing Bank 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 Lenders Section 6.1(a), Borrower, in connection 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 in 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 ▇▇▇▇ CDSwith greater or lower priority.

Permitted Indebtedness. Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, “Permitted Indebtedness”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) the incurrence by Borrower of additional unsecured Indebtedness and letters of credit in an aggregate principal amount at any one time outstanding under this clause (iii) (with letters of credit being deemed to 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 ▇▇▇▇ CDS.

Permitted Indebtedness. No Credit Party shall create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, “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 ▇▇▇▇ CDS.