ARISING IN CONNECTION
WITH A DISPOSITION OF ASSETS NOT PROHIBITED BY THIS AGREEMENT; PROVIDED THAT THE
PRINCIPAL AMOUNT OF ANY SUCH NOTE DOES NOT EXCEED THE FAIR MARKET VALUE OF THE
ASSETS SO DISPOSED; AND
(J)
OTHER INVESTMENTS NOT PERMITTED BY THIS SECTION 7.02; PROVIDED,
THAT THE AGGREGATE VALUE OF ALL SUCH OTHER INVESTMENTS MADE IN ANY FISCAL YEAR
SHALL NOT EXCEED $1,000,000.
7.03
INDEBTEDNESS.
CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY
INDEBTEDNESS, EXCEPT:
(A)
INDEBTEDNESS UNDER THE LOAN DOCUMENTS;
(B)
INDEBTEDNESS OUTSTANDING ON THE DATE HEREOF AND LISTED ON SCHEDULE
7.03 AND ANY REFINANCING, REFUNDING, RENEWAL OR EXTENSION THEREOF; PROVIDED THAT
(I) THE AMOUNT OF SUCH
48
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 AND (II) THE TERMS RELATING TO PRINCIPAL AMOUNT,
AMORTIZATION, MATURITY, COLLATERAL (IF ANY) AND SUBORDINATION (IF ANY), AND
OTHER MATERIAL TERMS TAKEN AS A WHOLE, OF ANY SUCH REFINANCING, REFUNDING,
RENEWING OR EXTENDING INDEBTEDNESS, AND OF ANY AGREEMENT ENTERED INTO AND OF ANY
INSTRUMENT ISSUED IN CONNECTION THEREWITH, ARE NO LESS FAVORABLE IN ANY MATERIAL
RESPECT TO THE LOAN PARTIES OR LENDERS THAN THE TERMS OF ANY AGREEMENT OR
INSTRUMENT GOVERNING THE INDEBTEDNESS BEING REFINANCED, REFUNDED, RENEWED OR
EXTENDED AND THE INTEREST RATE APPLICABLE TO ANY SUCH REFINANCING, REFUNDING,
RENEWING OR EXTENDING INDEBTEDNESS DOES NOT EXCEED THE THEN APPLICABLE MARKET
INTEREST RATE;
(C)
GUARANTEES GIVEN BY ANY LOAN PARTY IN RESPECT OF INDEBTEDNESS OF
ANY OTHER LOAN PARTY OTHERWISE NOT PROHIBITED BY THIS AGREEMENT;
(D)
OBLIGATIONS (CONTINGENT OR OTHERWISE) OF A LOAN PARTY 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;
(E)
INDEBTEDNESS IN RESPECT OF CAPITAL LEASES, SYNTHETIC LEASE
OBLIGATIONS 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 $1,000,000;
(F)
INDEBTEDNESS SECURED BY LIENS PERMITTED BY SECTION 7.01(J);
(G)
INDEBTEDNESS OWING TO THE BORROWER OR ANY OF ITS SUBSIDIARIES; AND
(H)
OTHER INDEBTEDNESS NOT PERMITTED BY THIS SECTION 7.03; PROVIDED,
THAT THE AGGREGATE OUTSTANDING AMOUNT OF ALL SUCH OTHER INDEBTEDNESS SHALL NOT
EXCEED $1,000,000 AT ANY TIME.
7.04
FUNDAMENTAL CHANGES.
MERGE, DISSOLVE, LIQUIDATE, CONSOLIDATE WITH
OR INTO ANOTHER PERSON, OR DISPOSE OF (WHETHER