AN ALTERNATE BANK OTHER THAN LASALLE.
SECTION 11
NEGATIVE COVENANTS
Until the expiration or termination of the Commitment and thereafter until all
Obligations hereunder and under the other Loan Documents are paid in full and
all Letters of Credit have been terminated, each Loan Party agrees that, unless
at any time the Required Lenders shall otherwise expressly consent in writing,
it will:
11.1
DEBT.
NOT, AND NOT PERMIT ANY OTHER LOAN PARTY TO, INCUR, ASSUME
OR SUFFER TO EXIST ANY DEBT, EXCEPT:
(A)
OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS;
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(B)
DEBT SECURED BY LIENS PERMITTED BY SECTION 11.2(D), AND
EXTENSIONS, RENEWALS AND REFINANCINGS THEREOF; PROVIDED THAT THE AGGREGATE
AMOUNT OF ALL SUCH DEBT AT ANY TIME OUTSTANDING SHALL NOT EXCEED $500,000;
(C)
DEBT OF THE COMPANY TO ANY DOMESTIC WHOLLY-OWNED SUBSIDIARY OR
DEBT OF ANY DOMESTIC WHOLLY-OWNED SUBSIDIARY TO THE COMPANY OR ANOTHER DOMESTIC
WHOLLY-OWNED SUBSIDIARY; PROVIDED THAT SUCH DEBT SHALL BE SUBORDINATED TO THE
OBLIGATIONS OF THE LOAN PARTIES HEREUNDER IN A MANNER REASONABLY SATISFACTORY TO
AGENT AND THE REQUIRED LENDERS;
(D)
SUBORDINATED DEBT;
(E)
HEDGING OBLIGATIONS INCURRED IN FAVOR OF ANY LENDER OR AN
AFFILIATE THEREOF FOR BONA FIDE HEDGING PURPOSES AND NOT FOR SPECULATION;
(F)
CONTINGENT LIABILITIES ARISING WITH RESPECT TO CUSTOMARY
INDEMNIFICATION OBLIGATIONS IN FAVOR OF SELLERS IN CONNECTION WITH ACQUISITIONS
PERMITTED UNDER SECTION 11.5 AND PURCHASERS IN CONNECTION WITH DISPOSITIONS
PERMITTED UNDER SECTION 11.5;
(G)
OTHER UNSECURED DEBT, IN ADDITION TO THE DEBT LISTED ABOVE, IN AN
AGGREGATE OUTSTANDING AMOUNT NOT AT ANY TIME EXCEEDING $250,000;
(H)
ACCOUNTS PAYABLE AND TRADE DEBT ARISING IN THE ORDINARY COURSE OF
THE LOAN PARTIES' BUSINESS; AND
(I)
ANY NON-RECOURSE OBLIGATION OF A LOAN PARTY ARISING FROM A
DISCOUNTING TRANSACTION IN THE ORDINARY COURSE OF BUSINESS.
11.2
LIENS. NOT, AND NOT PERMIT ANY OTHER LOAN PARTY TO, CREATE OR
PERMIT TO EXIST ANY LIEN ON ANY OF ITS REAL OR PERSONAL PROPERTIES, ASSETS OR
RIGHTS OF WHATSOEVER NATURE (WHETHER NOW OWNED OR HEREAFTER ACQUIRED), EXCEPT:
(A)
LIENS FOR TAXES OR OTHER GOVERNMENTAL CHARGES NOT AT THE TIME
DELINQUENT OR THEREAFTER PAYABLE WITHOUT PENALTY OR BEING CONTESTED IN GOOD
FAITH BY APPROPRIATE PROCEEDINGS AND, IN EACH CASE, FOR WHICH IT MAINTAINS
ADEQUATE RESERVES;
(B)
LIENS ARISING IN THE ORDINARY COURSE OF BUSINESS (SUCH AS
(I) LIENS OF CARRIERS, WAREHOUSEMEN, MECHANICS AND MATERIALMEN AND OTHER SIMILAR
LIENS IMPOSED BY LAW, (II) LIENS IN THE FORM OF DEPOSITS OR PLEDGES INCURRED IN
CONNECTION WITH WORKER'S COMPENSATION, UNEMPLOYMENT COMPENSATION AND OTHER TYPES
OF SOCIAL SECURITY (EXCLUDING LIENS ARISING UNDER ERISA), AND (III) LIENS
CREATED IN THE ORDINARY COURSE OF BUSINESS ARISING FROM NON-RECOURSE DISCOUNTING
TRANSACTIONS INCLUDING (WITHOUT LIMITATION) LIENS AGAINST (A) THE PARTICULAR
LEASE, (B) ALL EQUIPMENT SUBJECT TO SUCH LEASE, (C) ALL LEASE COLLATERAL FOR
SUCH LEASE, (D) ALL WARRANTY AND OTHER RIGHTS A LOAN PARTY MAY HAVE WITH RESPECT
TO SUCH LEASE AND THE RELATED EQUIPMENT AGAINST THE MANUFACTURERS OF SUCH
EQUIPMENT AND AGAINST THE SELLERS AND ASSIGNORS FROM WHOM SUCH LOAN PARTY MAY
HAVE ACQUIRED