ENFORCEABILITY OF ANY AGREEMENTS OF SUCH COMPANY WITH AGENT AND
LENDERS OR ANY OF THE RIGHTS AND REMEDIES OF AGENT AND LENDERS UNDER ANY OF SUCH
AGREEMENTS.
22.
NO COMPANY HAS ANY "INDEBTEDNESS" EXCEPT AS SET FORTH ON
SCHEDULE 9.9 HERETO.
FOR THIS PURPOSE, THE TERM "INDEBTEDNESS" MEANS ANY
LIABILITY, WHETHER OR NOT CONTINGENT, (A) IN RESPECT OF BORROWED MONEY (WHETHER
OR NOT THE RECOURSE OF THE LENDER IS TO THE WHOLE OF THE ASSETS OF SUCH COMPANY
OR ONLY TO A PORTION THEREOF) OR EVIDENCED BY BONDS, NOTES, DEBENTURES OR
SIMILAR INSTRUMENTS; (B) REPRESENTING THE BALANCE DEFERRED AND UNPAID OF THE
PURCHASE PRICE OF ANY PROPERTY OR SERVICES (EXCEPT ANY SUCH BALANCE THAT
CONSTITUTES AN ACCOUNT PAYABLE TO A TRADE CREDITOR (WHETHER OR NOT AN AFFILIATE)
CREATED, INCURRED, ASSUMED OR GUARANTEED BY SUCH COMPANY IN THE ORDINARY COURSE
OF BUSINESS OF SUCH COMPANY IN CONNECTION WITH OBTAINING GOODS, MATERIALS OR
SERVICES THAT IS NOT OVERDUE BY MORE THAN NINETY (90) DAYS, UNLESS THE TRADE
PAYABLE IS BEING CONTESTED IN GOOD FAITH); (C) ALL OBLIGATIONS AS LESSEE UNDER
LEASES WHICH HAVE BEEN, OR SHOULD BE, IN ACCORDANCE WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES RECORDED AS CAPITAL LEASES; (D) ANY CONTRACTUAL
OBLIGATION, CONTINGENT OR OTHERWISE, OF SUCH COMPANY TO PAY OR BE LIABLE FOR THE
PAYMENT OF ANY INDEBTEDNESS DESCRIBED IN THIS DEFINITION OF ANOTHER PERSON OR
ENTITY, INCLUDING, WITHOUT LIMITATION, ANY SUCH INDEBTEDNESS, DIRECTLY OR
INDIRECTLY GUARANTEED, OR ANY AGREEMENT TO PURCHASE, REPURCHASE, OR OTHERWISE
ACQUIRE SUCH INDEBTEDNESS, OBLIGATION OR LIABILITY OR ANY SECURITY THEREFOR, OR
TO PROVIDE FUNDS FOR THE PAYMENT OR DISCHARGE THEREOF, OR TO MAINTAIN SOLVENCY,
ASSETS, LEVEL OF INCOME, OR OTHER FINANCIAL CONDITION; (E) ALL OBLIGATIONS WITH
RESPECT TO REDEEMABLE STOCK AND REDEMPTION OR REPURCHASE OBLIGATIONS UNDER ANY
CAPITAL STOCK OR OTHER EQUITY SECURITIES ISSUED BY SUCH COMPANY; (F) ALL
REIMBURSEMENT OBLIGATIONS AND OTHER LIABILITIES OF SUCH COMPANY WITH RESPECT TO
SURETY BONDS (WHETHER BID, PERFORMANCE OR OTHERWISE), LETTERS OF CREDIT,
BANKER'S ACCEPTANCES, DRAFTS OR SIMILAR DOCUMENTS OR INSTRUMENTS ISSUED FOR SUCH
COMPANY'S ACCOUNT; (G) ALL INDEBTEDNESS OF SUCH COMPANY IN RESPECT OF
INDEBTEDNESS OF ANOTHER PERSON OR ENTITY FOR BORROWED MONEY OR INDEBTEDNESS OF
ANOTHER PERSON OR ENTITY OTHERWISE DESCRIBED IN THIS DEFINITION WHICH IS SECURED
BY ANY CONSENSUAL LIEN, SECURITY INTEREST, COLLATERAL ASSIGNMENT, CONDITIONAL
SALE, MORTGAGE, DEED OF TRUST, OR OTHER ENCUMBRANCE ON ANY ASSET OF SUCH
COMPANY, WHETHER OR NOT SUCH OBLIGATIONS, LIABILITIES OR INDEBTEDNESS ARE
ASSUMED BY OR ARE A PERSONAL LIABILITY OF SUCH COMPANY, ALL AS OF SUCH TIME;
(H) ALL OBLIGATIONS, LIABILITIES AND INDEBTEDNESS OF SUCH COMPANY (MARKED TO
MARKET) ARISING UNDER SWAP AGREEMENTS, CAP AGREEMENTS AND COLLAR AGREEMENTS AND
OTHER AGREEMENTS OR ARRANGEMENTS DESIGNED TO PROTECT SUCH PERSON AGAINST
FLUCTUATIONS IN INTEREST RATES OR CURRENCY OR COMMODITY VALUES; (I) ALL
OBLIGATIONS OWED BY SUCH COMPANY UNDER LICENSE AGREEMENTS WITH RESPECT TO
NON-REFUNDABLE, ADVANCE OR MINIMUM GUARANTEE ROYALTY PAYMENTS; AND (J) THE
PRINCIPAL AND INTEREST PORTIONS OF ALL RENTAL OBLIGATIONS OF SUCH COMPANY UNDER
ANY SYNTHETIC LEASE OR SIMILAR OFF-BALANCE SHEET