SATISFACTORY TO THE ADMINISTRATIVE
AGENT.
SECTION VI
NEGATIVE COVENANTS
So long as any Bank has any commitment to make Loans and issue Letters of Credit
hereunder or any Loan or other Obligation hereunder remains outstanding, the
Borrower (including to the extent the Borrower has agreed to cause the members
of the Borrower Affiliated Group to comply) and each other member of the
Borrower Affiliated Group, jointly and severally covenant as follows:
6.1.
INDEBTEDNESS.
THE BORROWER SHALL NOT, NOR
SHALL PERMIT ANY OTHER MEMBER OF THE BORROWER AFFILIATED GROUP TO, CREATE,
INCUR, ASSUME, GUARANTEE OR BE OR REMAIN LIABLE WITH RESPECT TO ANY INDEBTEDNESS
OTHER THAN THE FOLLOWING:
(A)
INDEBTEDNESS OF THE BORROWER TO THE
ADMINISTRATIVE AGENT OR THE BANKS UNDER ANY SECURITY DOCUMENT;
(B)
INDEBTEDNESS IN RESPECT OF CURRENT
LIABILITIES, OTHER THAN FOR BORROWED MONEY, OF THE BORROWER AFFILIATED GROUP
INCURRED IN THE ORDINARY COURSE OF BUSINESS AND OF A TYPE AND MAGNITUDE
CONSISTENT WITH PAST PRACTICES;
(C)
INDEBTEDNESS IN RESPECT OF CAPITAL LEASES
AND PURCHASE MONEY SECURITY INTERESTS OF THE BORROWER AFFILIATED GROUP
REPRESENTING OBLIGATIONS PERMITTED TO BE INCURRED BY THE TERMS OF
53
THIS AGREEMENT AND INCURRED IN THE ORDINARY COURSE OF BUSINESS AND CONSISTENT
WITH PAST PRACTICES; PROVIDED, THAT THE AGGREGATE PRINCIPAL AMOUNT OF
INDEBTEDNESS PERMITTED BY THIS CLAUSE (C) SHALL NOT EXCEED (I) $3,000,000 IN THE
CASE OF VEHICLE CAPITAL LEASES OR PURCHASE MONEY SECURITY INTERESTS, AND (II)
$1,000,000 FOR ALL OTHER PURPOSES, AT ANY ONE TIME OUTSTANDING;
(D)
INDEBTEDNESS EXISTING ON THE DATE OF THIS
AGREEMENT AND DISCLOSED AS ITEM NO. 3 ON EXHIBIT C HERETO;
(E)
INDEBTEDNESS EXISTING ON THE DATE OF THIS
AGREEMENT AND DISCLOSED ON EXHIBIT C HERETO (OTHER THAN ITEM NO. 3 THEREON) (THE
"EXISTING DEBT") AND THE SELLER SUBORDINATED DEBT, PROVIDED THAT (A) ALL SUCH
EXISTING DEBT AND SELLER SUBORDINATED DEBT (INCLUDING ANY RELATED
PAYMENT-IN-KIND PROMISSORY NOTES) SHALL AT ALL TIMES BE AND REMAIN UNSECURED AND
SUBORDINATED ON TERMS SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE BANKS, TO
THE OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, THAT NO PAYMENTS OF PRINCIPAL OR
INTEREST SHALL BE MADE WITH RESPECT TO SUCH EXISTING DEBT OR SELLER SUBORDINATED
DEBT DURING THE OCCURRENCE AND CONTINUANCE OF A DEFAULT OR EVENT OF DEFAULT
UNDER THIS AGREEMENT OR IF SUCH PAYMENT WOULD CAUSE SUCH A DEFAULT OR EVENT OF
DEFAULT, AND THE BORROWER SHALL BE REQUIRED TO DELIVER TO THE ADMINISTRATIVE
AGENT A CERTIFICATE CERTIFYING THAT NO SUCH DEFAULT OR EVENT OF DEFAULT EXISTS
WITHIN A REASONABLE PERIOD OF TIME PRIOR TO MAKING SUCH PAYMENT), AND (B) THE
EXISTING DEBT AND SELLER SUBORDINATED DEBT SHALL NOT AT ANY ONE TIME EXCEED AN
AGGREGATE PRINCIPAL AMOUNT OF $340,755.41 (AS REDUCED BY ANY PRINCIPAL PAYMENTS
MADE THEREON FROM TIME TO TIME AFTER THE CLOSING DATE);
(F)
INDEBTEDNESS SECURED BY ENCUMBRANCES
PERMITTED BY SECTIONS 6.4(C) AND (G), RESPECTIVELY; AND
(g)
Indebtedness of up to $5,000,000 in
connection with financing of the Cambridge Fee Location owned by Services,
secured solely by a mortgage of such property on market terms.
6.2.
CONTINGENT LIABILITIES.