ALL OBLIGATIONS FOR BORROWED MONEY, WHETHER
CURRENT OR LONG-TERM (INCLUDING THE INDEBTEDNESS UNDER THE GEMINO CREDIT
AGREEMENT AND THE SUBORDINATED DEBT) AND ALL OBLIGATIONS OF SUCH PERSON
EVIDENCED BY BONDS, DEBENTURES, NOTES, LOAN AGREEMENTS OR OTHER SIMILAR
INSTRUMENTS;
(B)
ALL PURCHASE MONEY INDEBTEDNESS;
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(C)
THE PRINCIPAL PORTION OF ALL OBLIGATIONS
UNDER CONDITIONAL SALE OR OTHER TITLE RETENTION AGREEMENTS RELATING TO PROPERTY
PURCHASED BY SUCH PERSON (OTHER THAN CUSTOMARY RESERVATIONS OR RETENTIONS OF
TITLE UNDER AGREEMENTS WITH SUPPLIERS ENTERED INTO IN THE ORDINARY COURSE OF
BUSINESS);
(D)
THE MAXIMUM AMOUNT AVAILABLE TO BE DRAWN
UNDER LETTERS OF CREDIT (INCLUDING STANDBY AND COMMERCIAL), BANKERS'
ACCEPTANCES, BANK GUARANTIES, SURETY BONDS AND SIMILAR INSTRUMENTS;
(E)
ALL OBLIGATIONS IN RESPECT OF THE DEFERRED
PURCHASE PRICE OF PROPERTY OR SERVICES (OTHER THAN TRADE ACCOUNTS PAYABLE IN THE
ORDINARY COURSE OF BUSINESS);
(F)
ALL INDEBTEDNESS IN RESPECT OF CAPITAL
LEASES;
(G)
ALL PREFERRED STOCK OR OTHER EQUITY
INTERESTS PROVIDING FOR MANDATORY REDEMPTIONS, SINKING FUND OR LIKE PAYMENTS
PRIOR TO THE MATURITY DATE (AS DEFINED UNDER THE GEMINO CREDIT AGREEMENT);
(H)
ALL FUNDED INDEBTEDNESS OF OTHERS SECURED BY
(OR FOR WHICH THE HOLDER OF SUCH FUNDED INDEBTEDNESS HAS AN EXISTING RIGHT,
CONTINGENT OR OTHERWISE, TO BE SECURED BY) ANY LIEN ON, OR PAYABLE OUT OF THE
PROCEEDS OF PRODUCTION FROM, PROPERTY OWNED OR ACQUIRED BY SUCH PERSON, WHETHER
OR NOT THE OBLIGATIONS SECURED THEREBY HAVE BEEN ASSUMED; AND
(I)
ALL GUARANTEES WITH RESPECT TO FUNDED
INDEBTEDNESS OF THE TYPES SPECIFIED IN CLAUSES (A) THROUGH (H) ABOVE OF ANOTHER
PERSON.
"Gemino Defined Indebtedness" means, as to any Person at a particular time,
without duplication, all of the following, whether or not included as
indebtedness or liabilities in accordance with GAAP:
(A)
ALL FUNDED INDEBTEDNESS; AND
(B)
ALL GUARANTEES WITH RESPECT TO OUTSTANDING
INDEBTEDNESS OF THE TYPES SPECIFIED IN CLAUSE (A) ABOVE OF ANY OTHER PERSON.
"LETTER OF CREDIT SUBLIMIT" MEANS A SUBLIMIT FOR LETTERS OF CREDIT UNDER THE
REVOLVING LINE NOT TO EXCEED $3,000,000.
"LIBOR ADDENDUM" MEANS THAT CERTAIN DAILY ADJUSTING LIBOR ADDENDUM TO LOAN
AGREEMENT ENTERED INTO BETWEEN BORROWER AND BANK DATED AS OF EVEN DATE HEREWITH.
"Property" means an interest of Borrower or its Subsidiaries, or any of them, in
any kind of property or asset, whether real, personal or mixed, or tangible or
intangible.
"Safeguard" means Safeguard Delaware, Inc.
"Safeguard Delaware" means Safeguard Scientifics (Delaware), Inc.
"Safeguard Indemnity" means that certain Amended and Restated Reimbursement and
Indemnity Agreement dated January 17, 2007, executed by Clarient in favor of
Safeguard and Safeguard Delaware, as amended by that certain First Amendment to
Amended and Restated Reimbursement and Indemnity Agreement dated March 6, 2007,
among Clarient, Safeguard and Safeguard Delaware, that certain Second Amendment
to Amended and Restated Reimbursement and Indemnity Agreement dated March 14,
2008, among Clarient, Safeguard and Safeguard Delaware, and that certain Third
Amendment to Amended and Restated Reimbursement and Indemnity Agreement dated as
of even date herewith, among Clarient, Safeguard and Safeguard Delaware.
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"Safeguard Subordinated Debt" means certain obligations of Borrower