Consolidated Indebtedness. Incur, create, assume or permit to exist any Consolidated Indebtedness, howsoever evidenced, except: (a) Consolidated Indebtedness existing as of the date hereof and as set forth in Schedule 7.6 attached hereto and incorporated herein by reference and any extension, renewal or refinancing thereof that does not increase the principal amount thereof or interest rate payable thereon from that existing immediately prior to such extension, renewal or refinancing; provided, none of the instruments and agreements evidencing or governing such Indebtedness shall be amended, modified or supplemented after the Closing Date to change any terms of subordination, repayment or rights of conversion, put, exchange or other rights from such terms and rights as in effect on the Closing Date; (b) Consolidated Indebtedness owing to the Agent or any Lender in connection with this Agreement, any Note or other Loan Document; (c) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (d) Consolidated Indebtedness of Solite Corporation and its Subsidiaries with respect to capitalized leases acquired in connection with the Solite Transaction; (e) Consolidated Indebtedness of Borrowers acquired after the Closing Date, provided that (i) such Consolidated Indebtedness (A) is recorded in the financial books and records of such Borrower prior to such acquisition, (B) was not incurred by such Borrower in anticipation of such acquisition, and (C) is incurred upon terms determined by Giant Holding in its good faith business judgment to be more economically advantageous to the Borrowers than the terms of an Advance hereunder, (ii) immediately after such acquisition and the incurrence of such Consolidated Indebtedness, no Default or Event of Default has occurred or is continuing and (iii) the aggregate principal amount of such Consolidated Indebtedness does not exceed $7,500,000; (f) (i) purchase money Consolidated Indebtedness and (ii) Consolidated Indebtedness incurred with respect to financing of Capital Expenditures, collectively under both clause (i) and (ii) not to exceed an aggregate outstanding amount at any time of $10,000,000; (g) other Consolidated Indebtedness not otherwise covered by clauses (a) through (e) above, provided that the aggregate outstanding principal amount of all such other Consolidated Indebtedness permitted under this clause (f) shall in no event exceed $3,000,000 at any time.
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Consolidated Indebtedness. Incur, create, assume or permit to exist any Consolidated Indebtedness, howsoever evidenced, except:
(a) Consolidated Indebtedness existing as of the date hereof and as set forth in Schedule 7.6 attached hereto and incorporated herein by reference and any extension, renewal or refinancing thereof that does not increase the principal amount thereof or interest rate payable thereon from that existing immediately prior to such extension, renewal or refinancing; provided, none of the instruments and agreements evidencing or governing such Indebtedness shall be amended, modified or supplemented after the Closing Date to change any terms of subordination, repayment or rights of conversion, put, exchange or other rights from such terms and rights as in effect on the Closing Date;
(b) Consolidated Indebtedness owing to the Agent or any Lender in connection with this Agreement, any Note or other Loan Document;
(c) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;
(d) Consolidated Indebtedness of Solite Corporation and its Subsidiaries with respect to capitalized leases acquired in connection with the Solite Transaction;
(e) Consolidated Indebtedness of Borrowers acquired after the Closing Date, provided that (i) such Consolidated Indebtedness (Ax) is recorded in the financial books and records all indebtedness of such Person for borrowed money actually owing by the Borrower prior to and the Restricted Subsidiaries on such acquisition, (B) was not incurred by such Borrower in anticipation of such acquisition, and (C) is incurred upon terms determined by Giant Holding in its good faith business judgment to be more economically advantageous date to the Borrowers extent appearing on the consolidated balance sheet of the Borrower determined on a consolidated basis in accordance with GAAP (provided that the amount of any Capital Lease Obligations or any such Indebtedness issued at a discount to its face value shall be determined in accordance with GAAP); plus (y) the principal component of all Capital Lease Obligations actually owing by the Borrower and the Restricted Subsidiaries on such date to the extent appearing on the consolidated balance sheet of the Borrower determined on a consolidated basis in accordance with GAAP (provided that the amount of any Capital Lease Obligations or any such Indebtedness issued at a discount to its face value shall be determined in accordance with GAAP); plus (z) all Guarantees in respect of Indebtedness of any Person other than the terms of an Advance hereunderBorrower or any Restricted Subsidiary; minus $[ , , ]
(ii) immediately after such acquisition and the incurrence of such Consolidated Indebtedness, no Default or Event of Default has occurred or is continuing and (iiix) the aggregate principal amount cash included in the cash accounts listed on the consolidated balance sheet of the Borrower and the Restricted Subsidiaries as at such Consolidated Indebtedness does not exceed $7,500,000;
date, plus (fy) Cash Equivalents of the Borrower and the Restricted Subsidiaries as at such date, in the case of each of clauses (i) purchase money Consolidated Indebtedness and (ii) Consolidated Indebtedness incurred with respect to financing of Capital Expenditures, collectively under both clause (ix) and (iiy), to the extent the use thereof for application to payment of Indebtedness is not prohibited by law or any contract to which the Borrower or any of the Restricted Subsidiaries is a party. $[ , , ] For the avoidance of doubt, “Consolidated Indebtedness” shall include only those liabilities under Contingent Residual Indemnity Agreements that would be required under the loss contingency recognition principles in FASB ASC 000-00-00 to be reflected as “debt” (or any like classification) not to exceed an aggregate outstanding amount at any time on the consolidated balance sheet of $10,000,000;
(g) other Consolidated Indebtedness not otherwise covered by clauses (a) through (e) above, provided that the aggregate outstanding principal amount Borrower on the date of all such other Consolidated Indebtedness permitted under this clause (f) shall in no event exceed $3,000,000 at any timedetermination.
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Consolidated Indebtedness. Incur, create, assume or permit to exist any Consolidated Indebtedness, howsoever evidenced, except:
(a) Consolidated Indebtedness existing as of the date hereof and as set forth in Schedule 7.6 attached hereto and incorporated herein by reference and any extension, renewal or refinancing thereof that does not increase the principal amount thereof or interest rate payable thereon from that existing immediately prior to such extension, renewal or refinancing; provided, none of the instruments and agreements evidencing or governing such Indebtedness shall be amended, modified or supplemented after the Closing Date to change any terms of subordination, repayment or rights of conversion, put, exchange or other rights from such terms and rights as in effect on the Closing Date;
(b) Consolidated Indebtedness owing to the Agent or any Lender in connection with this Agreement, any Note or other Loan Document;
(c) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;
(d) Consolidated Indebtedness of Solite Corporation and its Subsidiaries with respect to capitalized leases acquired in connection with the Solite Transaction;
(e) Consolidated Indebtedness of Borrowers acquired after the Closing Date, provided that (i) such Consolidated Indebtedness (A) is recorded in the financial books and records of such Borrower prior to such acquisition, (B) was not incurred by such Borrower in anticipation of such acquisition, and (C) is incurred upon terms determined by Giant Holding in its good faith business judgment to be more economically advantageous to the Borrowers than the terms of an Advance hereunder, (ii) immediately after such acquisition and the incurrence of such Consolidated Indebtedness, no Default or Event of Default has occurred or is continuing and (iii) the aggregate principal amount of such Consolidated Indebtedness does not exceed $7,500,0007,500,000 at any time;
(fe) (i) purchase money Consolidated Indebtedness and (ii) Consolidated Indebtedness incurred with respect to financing of Capital Expenditures, collectively under both clause (i) and (ii) not to exceed an aggregate outstanding amount at any time of $10,000,000;
(gf) other Consolidated Indebtedness not otherwise covered by clauses (a) through (e) above, provided that the aggregate outstanding principal amount of all such other Consolidated Indebtedness permitted under this clause (f) shall in no event exceed $3,000,000 at any time.
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Consolidated Indebtedness. Incur, create, assume or permit to exist any Consolidated Indebtedness, howsoever evidenced, except:
(a) Consolidated Indebtedness existing as of the date hereof and as set forth in Schedule 7.6 5.6 attached hereto and incorporated herein by reference and any extension, renewal or refinancing thereof that does not increase the principal amount thereof or interest rate payable thereon from that existing immediately prior to such extension, renewal or refinancing; provided, none of the instruments and agreements evidencing or governing such Indebtedness shall be amended, modified or supplemented after the Closing Date to change any terms of subordination, repayment or rights of conversion, put, exchange or other rights from such terms and rights as in effect on the Closing Date;
(b) Consolidated Indebtedness owing to the Agent or any Lender in connection with this Agreement, any Note or other Loan Document;
(c) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;
(d) Consolidated Indebtedness of Solite Corporation and its Subsidiaries with respect to capitalized leases acquired in connection with the Solite Transaction;
(e) Consolidated Indebtedness of Borrowers acquired after the Closing Date, provided that (i) such Consolidated Indebtedness (A) is recorded in the financial books and records of such Borrower prior to such acquisition, (B) was not incurred by such Borrower in anticipation of such acquisition, and (C) is incurred upon terms determined by Giant Holding in its good faith business judgment to be more economically advantageous to the Borrowers than the terms of an Advance hereunder, (ii) immediately after such acquisition and the incurrence of such Consolidated Indebtedness, no Default or Event of Default has occurred or is continuing and (iii) the aggregate principal amount of such Consolidated Indebtedness does not exceed $7,500,000;
(fe) (i) purchase money Consolidated Indebtedness and (ii) Consolidated Indebtedness incurred with respect to financing of Capital Expenditures, collectively under both clause (i) and (ii) not to exceed an aggregate outstanding amount at any time of $10,000,000;
(gf) other Consolidated Indebtedness not otherwise covered by clauses (a) through (e) above, provided that the aggregate outstanding principal amount of all such other Consolidated Indebtedness permitted under this clause (f) shall in no event exceed $3,000,000 at any time.
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