OBLIGATIONS UNDER APPEAL BONDS OR AS OTHERWISE REQUIRED IN
CONNECTION WITH COURT PROCEEDINGS (INCLUDING, WITHOUT LIMITATION, SURETY BONDS,
SECURITY FOR COSTS OF LITIGATION WHERE REQUIRED BY LAW AND LETTERS
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OF CREDIT) OR ANY OTHER INSTRUMENTS SERVING A SIMILAR PURPOSE; PROVIDED, THAT,
(I) AS OF THE DATE OF THE PLEDGE AND DEPOSIT OF SUCH CASH, AND AFTER GIVING
EFFECT THERETO, THE AGGREGATE AMOUNT OF THE EXCESS AVAILABILITY SHALL BE NOT
LESS THAN $10,000,000 AND (II) ANY JUDGMENT IN CONNECTION WITH WHICH SUCH APPEAL
BOND OR OTHER INSTRUMENTS ARE REQUIRED SHALL NOT CONSTITUTE AN EVENT OF DEFAULT;
(K)
LIENS IN FAVOR OF CUSTOMS AND REVENUE
AUTHORITIES ARISING AS A MATTER OF LAW TO SECURE PAYMENT OF CUSTOM DUTIES IN
CONNECTION WITH THE IMPORTATION OF GOODS SO LONG AS SUCH LIENS ATTACH ONLY TO
THE IMPORTED GOODS;
(L)
LIENS TO SECURE INDEBTEDNESS OF
BORROWERS AND GUARANTORS PERMITTED UNDER SECTION 9.9(H) HEREOF; PROVIDED, THAT,
(I) SUCH LIENS SHALL ONLY ENCUMBER THE REAL PROPERTY OWNED BY BORROWERS AS OF
THE DATE HEREOF, FIXTURES THEREON, LICENSES, PERMITS AND OTHER GENERAL
INTANGIBLES DIRECTLY RELATED THERETO, AND PROCEEDS THEREOF, AND (II) AS OF THE
DATE OF INCURRING SUCH LIENS AND AFTER GIVING EFFECT THERETO, NO DEFAULT OR
EVENT OF DEFAULT SHALL EXIST OR HAVE OCCURRED AND BE CONTINUING;
(M)
THE PLEDGE AND DEPOSIT BY BORROWERS OF CASH IN
FAVOR WELLS FARGO BANK, N.A. TO SECURE INDEBTEDNESS PERMITTED UNDER
SECTION 9.9(G) OF THIS AGREEMENT; AND
(N)
THE SECURITY INTERESTS AND LIENS SET FORTH
ON SCHEDULE 8.4 TO THE INFORMATION CERTIFICATE.
9.9
Indebtedness.
Each Borrower and Guarantor
shall not, and shall not permit any Subsidiary to, incur, create, assume, become
or be liable in any manner with respect to, or permit to exist, any
Indebtedness, or guarantee, assume, endorse, or otherwise become responsible for
(directly or indirectly), the Indebtedness, performance, obligations or
dividends of any other Person, except:
(A)
THE OBLIGATIONS;
(B)
INDEBTEDNESS (INCLUDING CAPITAL LEASES)
ARISING AFTER THE DATE HEREOF TO THE EXTENT SECURED BY SECURITY INTERESTS IN
EQUIPMENT (INCLUDING CAPITAL LEASES) AND MORTGAGES ON REAL PROPERTY TO FINANCE
THE ACQUISITION, CONSTRUCTION, REMODELING OR IMPROVEMENT THEREOF NOT TO EXCEED
$3,000,000 IN THE AGGREGATE AT ANY TIME OUTSTANDING SO LONG AS SUCH SECURITY
INTERESTS AND MORTGAGES DO NOT APPLY TO ANY PROPERTY OF ANY BORROWER, ANY
GUARANTOR OR ANY SUBSIDIARY OTHER THAN THE EQUIPMENT OR REAL PROPERTY SO
ACQUIRED (AND THE PROCEEDS THEREOF), AND THE INDEBTEDNESS SECURED THEREBY DOES
NOT EXCEED THE COST OF THE EQUIPMENT OR REAL PROPERTY SO ACQUIRED, CONSTRUCTED,
REMODELED OR IMPROVED, AS THE CASE MAY BE, AND SUCH SECURITY INTERESTS ARE
GRANTED WITHIN 180 DAYS OF THE DATE OF SUCH ACQUISITION OR COMPLETION OF
CONSTRUCTION, REMODELING OR IMPROVEMENT OF SUCH EQUIPMENT OR REAL PROPERTY AS
THE CASE MAY BE;
(C)
GUARANTEES BY ANY BORROWER OR GUARANTOR OF
THE OBLIGATIONS OF THE OTHER BORROWERS OR GUARANTORS IN FAVOR OF LENDER;
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(D)
THE INDEBTEDNESS OF ANY BORROWER OR
GUARANTOR TO ANY OTHER BORROWER OR GUARANTOR ARISING AFTER THE DATE HEREOF
PURSUANT TO LOANS BY