Borrowed Debt. Except upon the prior written consent of BANK, Customer shall not directly or indirectly incur or permit to exist any debt of Customer for borrowed money or the lease under a capital lease or deferred purchase price of real or personal property other than: (i) debt to BANK, (ii) debt existing as of the date of and reflected on the last financial statements of Customer submitted to BANK prior to the date hereof and not refinanced by BANK, and (iii) up to [$999,999.00] in the aggregate of other debt.

Borrowed Debt. Except upon the prior written consent of BANK, Customer shall not directly or indirectly incur or permit to exist any debt of Customer for borrowed money or the lease under a capital lease or deferred purchase price of real or personal property other than: (i) debt to BANK, (ii) debt existing as of the date of and reflected on the last financial statements of Customer submitted to BANK prior to the date hereof and not refinanced by BANK, and (iii) up to $________ in the aggregate of other debt in any fiscal year of Customer ending after the date hereof.

Debt. Except upon the prior written consent of BANK, Customer shall not directly or indirectly incur or permit to exist any debt of Customer in excess of $_______ other than: (i) debt to BANK, (ii) accounts and taxes payable in the ordinary course of Customer’s business, and (iii) debt secured by Permitted Liens.

Additional Debt. Except upon the prior written consent of BANK, Customer shall not directly or indirectly incur or permit to exist any debt of Customer other than: (i) debt to BANK, (ii) accounts and taxes payable in the ordinary course of Customer’s business, (iii) debt existing as of the date of and reflected on the last financial statements of Customer submitted to BANK, and (iv) debt secured by Permitted Liens.

Additional Debt. Except upon the prior written consent of BANK, Customer shall not directly or indirectly incur or permit to exist any debt of Customer for borrowed money or leased property aggregating in excess of $________ other than: (i) debt to BANK, (ii) debt existing as of the date of and reflected on the last financial statements of Customer submitted to BANK, and (iv) debt secured by Permitted Liens.

Debt. Customer shall provide written notice to BANK promptly after it has at any time hereafter incurred any debt for borrowed money or entered into any lease of real or personal property involving or having a value of $________ or more; each such notice to specify the amount and terms of such debt or lease and the provider or providers thereof.

Debt and Guaranties. Neither Customer nor any Guarantor shall without the prior written consent of BANK directly or indirectly (i) incur any additional debt aggregating in excess of $_________ (beyond that existing immediately after the Closing Date), or (ii) guaranty the obligations of any other person or entity whatsoever.

Debt and Guaranties. Neither Customer nor any Guarantor shall without the prior written consent of BANK directly or indirectly (i) incur any debt (other than debt to BANK), or (ii) guaranty the obligations of any person or entity whatsoever (other than obligations owing to BANK).

Additional Debt. Except upon the prior written consent of BANK: (i) Customer has not and will not directly or indirectly, during the period between the date of the last financial statements of Customer submitted to BANK prior to the date hereof and the first anniversary of the Closing Date, incur any debt in excess of $_________ other than accounts and taxes payable in the ordinary course of business and debt to BANK; and (ii) from and after the first anniversary of the Closing Date and so long thereafter as there are any Obligations, Customer will not directly or indirectly incur any additional debt (other than accounts and taxes payable in the ordinary course of business and debt to BANK) unless at the time of incurring such debt, the sum of (a) the net income of Customer as reported on Customer’s financial statements for the 4 fiscal quarters immediately preceding the date such debt is incurred, and (b) depreciation and amortization shown on Customer’s said financial statements, exceeds the sum of (x) Customer’s current portion of long term debt as shown on the then latest financial statement of Customer and (y) the annual principal and interest required to be paid on account of such new debt.

Debt Secured by Inventory. The aggregate outstanding debt of Customer secured by a security interest on any of Customer’s Inventory (whether or not also secured by liens or security interests upon other property) shall not exceed an amount equal to __% of the book value of Customer’s Inventory at any time; except that during the months of ___, ___, ___ and ___ of any calendar year, such outstanding debt shall not exceed an amount equal to __% of the book value of Customer’s Inventory.

Guarantor’s Personal Debt. Except upon the prior written consent of BANK, __ shall not directly or indirectly incur or permit to exist any additional personal debt in excess of $_________ in any calendar year.

Personal Liquidity. So long as there are any Obligations, the aggregate cash and unencumbered marketable securities and other financial assets owned and controlled by ____________ (excluding cash, securities and other financial assets in an IRA, 401K or other retirement account) shall at all times exceed $__________.

Credit Life Insurance. Customer shall acquire and maintain in effect so long as there are any Obligations, a policy or policies of life insurance on the life of _______ in an amount not less than $1,000,000.00, and in form and with insurers satisfactory to Bank. Each such policy shall provide that Bank shall be the sole loss payee, and shall receive not less than 30 days prior notice of any cancellation or material modification. Customer shall provide or cause to be provided to Bank a certified copy or certificate of each such policy and each renewal thereof. Upon the death of _______: (i) the Line of Credit shall without further action of the parties be terminated, and (ii) Bank shall apply the proceeds of said insurance to the Obligations, with any excess paid to Customer or whoever else may then be entitled thereto.

Distributions to Shareholders. Except upon the prior written consent of Bank, Customer shall not in any fiscal year directly or indirectly pay any dividends or make any other distributions on account of its stock to its shareholders in an aggregate amount exceeding the net after-tax profits of Customer for said fiscal year.

Distributions to Partners. Except upon the prior written consent of Bank, Customer shall not in any fiscal year directly or indirectly pay or distribute to its partners an aggregate amount exceeding the net after tax profits of Customer for said fiscal year.

Salaries and Distributions. Unless and until Customer’s “tangible net worth” (as hereafter defined) shall exceed $_________: (i) Customer shall not directly or indirectly make any loans or distributions to, or guaranty any of the debt of, any of its shareholders; and (ii) the aggregate annual salaries, bonuses and other compensation directly or indirectly paid by Customer to __________ shall not exceed $________. As used herein, the term “tangible net worth” shall mean Customer’s net worth as shown on Customer’s regular annual financial statements prepared in a manner consistent with the terms hereof, but excluding an amount equal to: (i) any assets which are ordinarily classified as “intangible” in accordance with generally accepted accounting principles, and (ii) any amounts now or hereafter directly or indirectly owing to Customer by officers, shareholders or affiliates of Customer.

Loans to Affiliated Persons and Entities. The total amount of all loans and advances directly or indirectly made by Customer to any affiliated persons or entities shall not exceed $_________.

Loans to Affiliated Persons and Entities. Except upon the prior written consent of Bank, Customer shall not directly or indirectly lend any moneys to, or guaranty the debt of, any affiliated person or entity.

Loans and Transfers. Except upon the prior written consent of Bank, Customer shall not directly or indirectly lend any moneys, or transfer any assets or property, to any other person or entity other than arms length transfers for fair consideration in the ordinary course of business.

Negative Pledge of Real Estate. Except upon the prior written consent of Bank, Customer shall not directly or indirectly sell, assign, transfer, mortgage or otherwise encumber to anyone other than Bank any real property, now owned or hereafter acquired.

Negative Pledge of Real Estate. Except upon the prior written consent of Bank, Customer shall not directly or indirectly sell, assign, transfer, mortgage or otherwise encumber to anyone other than Bank the real property commonly known as ___________________ (the “Real Property”). Notwithstanding the foregoing, Customer may grant a mortgage on the Real Property to ____________ only if, prior to the grant of any such mortgage, Customer shall cause ______________ to execute and deliver to Bank: (i) a Satisfaction of Mortgage, in form and substance satisfactory to Bank, which, when recorded, will fully satisfy and discharge the mortgage on the Real Property, and (ii) an irrevocable authorization by _____________ to Bank to record said Satisfaction of Mortgage at any time in the sole discretion of Bank. Customer shall be responsible for any and all costs associated with recording said Satisfaction.

Negative Pledge of Real Estate. Except upon the prior written consent of Bank, Customer shall not directly or indirectly mortgage or otherwise encumber to anyone other than Bank the real property commonly known as ____________________ (the “Real Property”), and shall not sell or otherwise transfer any interest in the Real Property except in a good faith arms length transaction with an unrelated third party. If Customer shall at any time hereafter sell or otherwise transfer any interest in the Real Property, it shall give to Bank prompt written notice of such sale, including the name and address of the purchaser, the purchase price and the date of closing. The entire net proceeds of such sale shall be deposited by Customer into the Account, and concurrently with such deposit, the Maximum Line of Credit shall be reduced by an amount equal to such deposit.

Negative Pledge of Real Estate. Except upon the prior written consent of Bank, Customer shall not directly sell, assign, transfer, mortgage or otherwise cause or permit any mortgage, deed of trust or other encumbrance in favor of anyone other than Bank on the real property commonly known as ____________________. Notwithstanding the foregoing, if no Event of Default shall then have occurred or be continuing, Customer may cause or permit a mortgage on said real property to secure debt incurred for improvements thereon, but only if Customer shall at its sole expense (including, without limitation, the cost of preparation, recording and evidencing priority) first cause Bank to have a perfected first mortgage on said property, in form and substance reasonably satisfactory to Bank, as additional security for all of the Obligations.

Negative Pledge of Vehicles. Except upon the prior written consent of Bank, Customer shall not directly or indirectly mortgage, encumber, pledge or grant a lien or security interest to anyone other than Bank in any of its vehicles, now owned or hereafter acquired.