THE PURPOSE OF CARRYING OUT THE INTENT
OF THIS AGREEMENT AND THE OTHER DEBT DOCUMENTS.
7.
NEGATIVE COVENANTS
7.1.
LIENS.
NO LOAN PARTY SHALL, AND NO LOAN PARTY SHALL PERMIT ANY OF ITS
SUBSIDIARIES TO, CREATE, INCUR, ASSUME OR PERMIT TO EXIST ANY LIEN, SECURITY
INTEREST, CLAIM OR ENCUMBRANCE OR GRANT ANY NEGATIVE PLEDGES ON ANY COLLATERAL
OR INTELLECTUAL PROPERTY, EXCEPT PERMITTED LIENS.
7.2.
INDEBTEDNESS.
NO LOAN PARTY SHALL, AND NO LOAN PARTY SHALL PERMIT ANY
OF ITS SUBSIDIARIES TO, DIRECTLY OR INDIRECTLY CREATE, INCUR, ASSUME, PERMIT TO
EXIST, GUARANTEE OR OTHERWISE BECOME OR REMAIN DIRECTLY OR INDIRECTLY LIABLE
WITH RESPECT TO, ANY INDEBTEDNESS (AS HEREINAFTER DEFINED), EXCEPT FOR (A) THE
OBLIGATIONS, (B) INDEBTEDNESS EXISTING ON THE DATE HEREOF AND SET FORTH ON
SCHEDULE B TO THIS AGREEMENT, AND (C) INDEBTEDNESS ARISING AFTER THE CLOSING
DATE AND CONSISTING OF CAPITALIZED LEASE OBLIGATIONS AND PURCHASE MONEY
INDEBTEDNESS, IN EACH CASE INCURRED BY BORROWER OR ANY OF ITS SUBSIDIARIES TO
FINANCE THE ACQUISITION, REPAIR, IMPROVEMENT OR CONSTRUCTION OF FIXED OR CAPITAL
ASSETS OF SUCH PERSON, PROVIDED THAT (I) THE AGGREGATE OUTSTANDING PRINCIPAL
AMOUNT OF ALL SUCH INDEBTEDNESS DOES NOT EXCEED $250,000 AT ANY TIME AND
(II) THE PRINCIPAL AMOUNT OF SUCH INDEBTEDNESS DOES NOT EXCEED THE LOWER OF THE
COST OR FAIR MARKET VALUE OF THE PROPERTY SO ACQUIRED OR BUILT OR OF SUCH
REPAIRS OR IMPROVEMENTS FINANCED WITH SUCH INDEBTEDNESS (EACH MEASURED AT THE
TIME OF SUCH ACQUISITION, REPAIR, IMPROVEMENT OR CONSTRUCTION IS MADE).
THE
TERM "INDEBTEDNESS" MEANS, WITH RESPECT TO ANY PERSON, AT ANY DATE, WITHOUT
DUPLICATION, (I) ALL OBLIGATIONS OF SUCH PERSON FOR BORROWED MONEY, (II) ALL
OBLIGATIONS OF SUCH PERSON EVIDENCED BY BONDS,
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DEBENTURES, NOTES OR OTHER SIMILAR INSTRUMENTS, OR UPON WHICH INTEREST PAYMENTS
ARE CUSTOMARILY MADE, (III) ALL OBLIGATIONS OF SUCH PERSON TO PAY THE DEFERRED
PURCHASE PRICE OF PROPERTY OR SERVICES, BUT EXCLUDING OBLIGATIONS TO TRADE
CREDITORS INCURRED IN THE ORDINARY COURSE OF BUSINESS AND NOT PAST DUE BY MORE
THAN 90 DAYS,
(IV) ALL CAPITAL LEASE OBLIGATIONS OF SUCH PERSON, (V) THE
PRINCIPAL BALANCE OUTSTANDING UNDER ANY SYNTHETIC LEASE, TAX RETENTION OPERATING
LEASE, OFF-BALANCE SHEET LOAN OR SIMILAR OFF-BALANCE SHEET FINANCING PRODUCT,
(VI) ALL OBLIGATIONS OF SUCH PERSON TO PURCHASE SECURITIES (OR OTHER PROPERTY)
WHICH ARISE OUT OF OR IN CONNECTION WITH THE ISSUANCE OR SALE OF THE SAME OR
SUBSTANTIALLY SIMILAR SECURITIES (OR PROPERTY), (VII) ALL CONTINGENT OR
NON-CONTINGENT OBLIGATIONS OF SUCH PERSON TO REIMBURSE ANY BANK OR OTHER PERSON
IN RESPECT OF AMOUNTS PAID UNDER A LETTER OF CREDIT OR SIMILAR INSTRUMENT,
(VIII) ALL EQUITY SECURITIES OF SUCH PERSON SUBJECT TO REPURCHASE OR REDEMPTION
OTHERWISE THAN AT THE SOLE OPTION OF SUCH PERSON, (IX) ALL "EARNOUTS" AND
SIMILAR PAYMENT OBLIGATIONS OF SUCH PERSON, (X) ALL INDEBTEDNESS SECURED BY A
LIEN ON ANY ASSET OF SUCH PERSON, WHETHER OR NOT SUCH INDEBTEDNESS IS OTHERWISE
AN OBLIGATION OF SUCH PERSON, (XI) ALL OBLIGATIONS OF SUCH PERSON UNDER ANY
FOREIGN EXCHANGE CONTRACT, CURRENCY SWAP AGREEMENT, INTEREST RATE SWAP, CAP OR
COLLAR AGREEMENT OR OTHER