ANY JOINT VENTURE SUBSIDIARY FORMED AFTER THE
CLOSING DATE; PROVIDED, HOWEVER, THAT THE AGGREGATE AMOUNT OF ALL SUCH
INVESTMENTS DURING THE TERM HEREOF SHALL NOT EXCEED $25,000,000 IN THE
AGGREGATE; PROVIDED, FURTHER, THAT THE BORROWER MAY NOT FORM MORE THAN (I) THREE
(3) JOINT VENTURE SUBSIDIARIES IN ANY FISCAL YEAR OR (II) EIGHT (8) JOINT
VENTURE SUBSIDIARIES DURING THE TERM HEREOF, IN EACH CASE THAT ARE ENGAGING IN
ANY BUSINESS OPERATIONS OR OWN ASSETS WITH A FAIR MARKET VALUE IN EXCESS OF
$50,000.
Indebtedness.
Create, incur, assume or suffer to exist any Indebtedness,
except:
INDEBTEDNESS UNDER THE LOAN DOCUMENTS;
INDEBTEDNESS OUTSTANDING ON THE DATE HEREOF AND LISTED ON SCHEDULE 7.03 AND ANY
REFINANCINGS, REFUNDINGS, RENEWALS OR EXTENSIONS THEREOF; PROVIDED THAT THE
AMOUNT OF SUCH INDEBTEDNESS IS NOT INCREASED AT THE TIME OF SUCH REFINANCING,
REFUNDING, RENEWAL OR EXTENSION EXCEPT BY AN AMOUNT EQUAL TO A REASONABLE
PREMIUM OR OTHER REASONABLE AMOUNT PAID, AND FEES AND EXPENSES REASONABLY
INCURRED, IN CONNECTION WITH SUCH REFINANCING AND BY AN AMOUNT EQUAL TO ANY
EXISTING COMMITMENTS UNUTILIZED THEREUNDER;
INDEBTEDNESS OF THE BORROWER AND ITS SUBSIDIARIES IN THE FORM OF INTERCOMPANY
LOANS PERMITTED IN SECTION 7.02(F);
OBLIGATIONS (CONTINGENT OR OTHERWISE) OF THE BORROWER OR ANY SUBSIDIARY EXISTING
OR ARISING UNDER ANY SWAP CONTRACT, PROVIDED THAT (I) SUCH OBLIGATIONS ARE (OR
WERE) ENTERED INTO BY SUCH PERSON IN THE ORDINARY COURSE OF BUSINESS FOR THE
PURPOSE OF DIRECTLY MITIGATING RISKS ASSOCIATED WITH LIABILITIES, COMMITMENTS,
INVESTMENTS, ASSETS, OR PROPERTY HELD OR REASONABLY ANTICIPATED BY SUCH PERSON,
OR CHANGES IN THE VALUE OF SECURITIES ISSUED BY SUCH PERSON, AND NOT FOR
PURPOSES OF SPECULATION OR TAKING A "MARKET VIEW;" AND (II) SUCH SWAP CONTRACT
DOES NOT CONTAIN ANY PROVISION EXONERATING THE NON-DEFAULTING PARTY FROM ITS
OBLIGATION TO MAKE PAYMENTS ON OUTSTANDING TRANSACTIONS TO THE DEFAULTING PARTY;
INDEBTEDNESS IN RESPECT OF CAPITAL LEASES, AND PURCHASE MONEY OBLIGATIONS FOR
FIXED OR CAPITAL ASSETS WITHIN THE LIMITATIONS SET FORTH IN SECTION 7.01(I);
PROVIDED, HOWEVER, THAT THE AGGREGATE AMOUNT OF ALL SUCH INDEBTEDNESS AT ANY ONE
TIME OUTSTANDING SHALL NOT EXCEED $3,000,000;
UNSECURED INDEBTEDNESS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $500,000
AT ANY TIME OUTSTANDING; PROVIDED THAT THE BORROWER SHALL HAVE COMPLIED WITH THE
REQUIREMENTS OF SECTION 2.05(C);
66
INDEBTEDNESS OF THE BORROWER AND ITS SUBSIDIARIES UNDER PERFORMANCE BONDS,
SURETY BONDS, STATUTORY OBLIGATIONS OR APPEAL BONDS OR WITH RESPECT TO WORKERS'
COMPENSATION CLAIMS OR OTHER BONDS PERMITTED UNDER SECTION 7.01(E) OR
SECTION 7.01(F);
INDEBTEDNESS OF ANY JOINT VENTURE SUBSIDIARY FORMED AFTER THE DATE HEREOF
PURSUANT TO SECTION 7.02(K); PROVIDED, HOWEVER, THAT (I) SUCH INDEBTEDNESS SHALL
NOT EXCEED $20,000,000 IN THE AGGREGATE DURING THE TERM HEREOF, (II) THE TERMS
OF SUCH INDEBTEDNESS COMPLY WITH SECTION 7.11, (III) SUCH INDEBTEDNESS SHALL NOT
BE SECURED BY LIENS ON ANY ASSETS OF THE BORROWER OR ANY OTHER SUBSIDIARY
THEREOF, AND (IV) NEITHER THE BORROWER NOR ANY OTHER SUBSIDIARY THEREOF SHALL BE
DIRECTLY LIABLE FOR OR PROVIDE ANY OTHER CREDIT SUPPORT FOR ANY SUCH
INDEBTEDNESS EXCEPT FOR GUARANTEES EXPRESSLY PERMITTED PURSUANT TO
SECTION 7.03(I);