Common use of Indebtedness, etc Clause in Contracts

Indebtedness, etc. The Borrowers will not, without the prior written consent of the Majority Banks, directly or indirectly, create, incur, assume, guarantee, agree to purchase or repurchase or provide funds in respect of, or otherwise become liable with respect to any Indebtedness other than: (i) The Revolving Credit Facility; (ii) The Swing Line Credit Facility; (iii) The Equipment Leases in the aggregate amount not exceeding Two Million Five Hundred Thousand Dollars ($2,500,000); (iv) Current liabilities of the Borrowers (other than for borrowed money) incurred in the ordinary course of their businesses and in accordance with customary trade practices; (A ) Promissory notes or other evidence of indebtedness issued by one or more of the Borrowers as all or part of the Business Combination Consideration in connection with a Permitted Business Combination, or (B) purchase money indebtedness incurred or assumed by the Borrowers in connection with acquisition of tangible and intangible personal and real property acquired other than in connection with a Permitted Business Combination, to the extent that such tangible and intangible personal and real property are to be used by the Borrowers in businesses permitted under Section 8.5 hereof; PROVIDED THAT the aggregate amount of indebtedness described in (B) of this Section 8.2(vi) shall not exceed Five Million Dollars ($5,000,000); and PROVIDED FURTHER that the aggregate amount of indebtedness described in (A) AND (B) of this Section 8.2(vi) shall not exceed Fifteen Million Dollars ($15,000,000); (vi) The advances, loans and guarantees permitted under Section 8.12 hereof; and (vii) Convertible Subordinated Notes that meet all of the following criteria: (a) The principal amount of such Convertible Subordinated Notes may not exceed $115,000,000; and (b) Neither the Convertible Subordinated Notes nor the Indenture may be amended in any manner that could reasonably be expected to be adverse to the interests of the Banks without prior written consent of the Administrative Bank; and (viii) the Convertible Subordinated Notes (Normal Life) that meet the following criteria: (a) The principal amount of such Convertible Subordinated Notes (Normal Life) may not, in the aggregate, exceed $22,000,000; and (b) The Convertible Subordinated Notes (Normal Life) may not be amended in any manner that could reasonably be expected to be adverse to the interests of the Banks without prior written consent of the Administrative Bank."

Indebtedness, etc. The Borrowers will not, without the prior written consent of the Majority Banks, directly or indirectly, create, incur, assume, guarantee, agree to purchase or repurchase or provide funds in respect of, or otherwise become liable with respect to any Indebtedness other than: (i) The Revolving Credit Facility; (ii) The Swing Line Credit Facility; (iii) The Equipment Leases in the aggregate amount not exceeding Two Million Five Hundred Thousand Dollars ($2,500,000); (iv) The Bevexxx Xxxe; (v) Current liabilities of the Borrowers (other than for borrowed money) incurred in the ordinary course of their businesses and in accordance with customary trade practices; (A A) Promissory notes or other evidence of indebtedness issued by one or more of the Borrowers as all or part of the Business Combination Consideration in connection with a Permitted Business Combination, or (B) purchase money indebtedness incurred or assumed by the Borrowers in connection with acquisition of tangible and intangible personal and real property acquired other than in connection with a Permitted Business Combination, to the extent that such tangible and intangible personal and real property are to be used by the Borrowers in businesses permitted under Section 8.5 hereof; PROVIDED THAT the aggregate amount of indebtedness described in (B) of this Section 8.2(vi) shall not exceed Five Million Dollars ($5,000,000); and PROVIDED FURTHER that the aggregate amount of indebtedness described in (A) AND (B) of this Section 8.2(vi) shall not exceed Fifteen Twelve Million Five Hundred Thousand Dollars ($15,000,00012,500,000);; and (vivii) The advances, loans and guarantees permitted under Section 8.12 hereof; and. (vii2) Convertible Subordinated Notes that meet all of the following criteria: (a) The principal amount of such Convertible Subordinated Notes may not exceed $115,000,000; and (b) Neither the Convertible Subordinated Notes nor the Indenture may be amended in any manner that could reasonably be expected to be adverse to the interests of the Banks without prior written consent of the Administrative Bank; and (viii) the Convertible Subordinated Notes (Normal Life) that meet the following criteria: (a) The principal amount of such Convertible Subordinated Notes (Normal Life) may not, in the aggregate, exceed $22,000,000; and (b) The Convertible Subordinated Notes (Normal Life) may not be amended in any manner that could reasonably be expected to be adverse to the interests of the Banks without prior written consent of the Administrative Bank."Section 8.11

Indebtedness, etc. The Borrowers will not, without the prior written consent of the Majority Banks, directly or indirectly, create, incur, assume, guarantee, agree to purchase or - 57 - 58 repurchase or provide funds in respect of, or otherwise become liable with respect to any Indebtedness other than: (i) The Revolving Credit Facility; (ii) The Swing Line Credit Facility; (iii) The Equipment Leases in the aggregate amount not exceeding Two Million Five Hundred Thousand Dollars ($2,500,000)1,500,000; (iv) The Bevexxx Xxxe; (v) Current liabilities of the Borrowers (other than for borrowed money) incurred in the ordinary course of their businesses and in accordance with customary trade practices; (A vi) Promissory notes or other evidence of indebtedness issued by one or more of the Borrowers as all or part of the Business Combination Consideration in connection with a Permitted Business Combination, or (B) purchase Purchase money indebtedness incurred or assumed by the Borrowers in connection with acquisition of tangible and intangible personal and real property acquired other than in connection with a Permitted Business Combinationproperty, to the extent that such tangible and intangible personal and real property are to be used by the Borrowers in businesses permitted under Section 8.5 hereof; PROVIDED THAT provided that the aggregate amount of all purchase money indebtedness described in (B) of incurred under this Section 8.2(vi) and the aggregate amount of all purchase money indebtedness incurred under Section 8.4(vii) hereof, excluding the Bevexxx Xxxe, shall not exceed Five Million Dollars ($5,000,000); and PROVIDED FURTHER that the aggregate amount of indebtedness described in (A) AND (B) of this Section 8.2(vi) shall not exceed Fifteen Million Dollars ($15,000,000);and (vivii) The advances, loans and guarantees permitted under Section 8.12 hereof; and (vii) Convertible Subordinated Notes that meet all of the following criteria: (a) The principal amount of such Convertible Subordinated Notes may not exceed $115,000,000; and (b) Neither the Convertible Subordinated Notes nor the Indenture may be amended in any manner that could reasonably be expected to be adverse to the interests of the Banks without prior written consent of the Administrative Bank; and (viii) the Convertible Subordinated Notes (Normal Life) that meet the following criteria: (a) The principal amount of such Convertible Subordinated Notes (Normal Life) may not, in the aggregate, exceed $22,000,000; and (b) The Convertible Subordinated Notes (Normal Life) may not be amended in any manner that could reasonably be expected to be adverse to the interests of the Banks without prior written consent of the Administrative Bank."

Indebtedness, etc. The Borrowers will not, without the prior written consent of the Majority Banks, directly or indirectly, create, incur, assume, guarantee, agree to purchase or repurchase or provide funds in respect of, or otherwise become liable with respect to any Indebtedness other than: (i) The Revolving Credit Facility; (ii) The Swing Line Credit Facility; (iii) The Equipment Leases in the aggregate amount not exceeding Two Million Five Hundred Thousand Dollars ($2,500,000); (iv) The Bevexxx Xxxe; (v) Current liabilities of the Borrowers (other than for borrowed money) incurred in the ordinary course of their businesses and in accordance with customary trade practices; (A A) Promissory notes or other evidence of indebtedness issued by one or more of the Borrowers as all or part of the Business Combination Consideration in connection with a Permitted Business Combination, or (B) purchase money indebtedness incurred or assumed by the Borrowers in connection with acquisition of tangible and intangible personal and real property acquired other than in connection with a Permitted Business Combination, to the extent that such tangible and intangible personal and real property are to be used by the Borrowers in businesses permitted under Section 8.5 hereof; PROVIDED THAT provided that the aggregate amount of indebtedness described in (B) of this Section 8.2(vi) shall not exceed Five Million Dollars ($5,000,000); and PROVIDED FURTHER provided further that the aggregate amount of indebtedness described in (A) AND and (B) of this Section 8.2(vi) shall not exceed Fifteen Million Dollars ($15,000,000); (vivii) The advances, loans and guarantees permitted under Section 8.12 hereof; and (viiviii) Convertible Subordinated Notes that meet all of the following criteria: (a) The principal amount of such Convertible Subordinated Notes may not exceed $115,000,000; and (b) Neither the Convertible Subordinated Notes nor the Indenture may be amended in any manner that could reasonably be expected to be adverse to the interests of the Banks without prior written consent of the Administrative Bank; and." (viii3) the Convertible Subordinated Notes (Normal Life) that meet the following criteria: (a) The principal amount of such Convertible Subordinated Notes (Normal Life) may notSection 8.4 Mortgages, in the aggregateLiens, exceed $22,000,000; and (b) The Convertible Subordinated Notes (Normal Life) may not be amended in any manner that could reasonably be expected to be adverse to the interests of the Banks without prior written consent of the Administrative BankEncumbrances, Security Interests, Etc."

Indebtedness, etc. The Borrowers will not, without the prior written consent of the Majority Banks, directly or indirectly, create, incur, assume, guarantee, agree to purchase or repurchase or provide funds in respect of, or otherwise become liable with respect to any Indebtedness other than: (i) The Revolving Credit FacilityFacilities; (ii) The Swing Line Credit Facility; (iii) The Equipment Capital Leases in the aggregate amount not exceeding Two Million Five Hundred Thousand Dollars ($2,500,000); (iv) Current liabilities of the Borrowers (other than for borrowed money) incurred in the ordinary course of their businesses and in accordance with customary trade practices; (A v) Promissory notes or other evidence of indebtedness issued by one or more of the Borrowers as all or part of the Business Combination Consideration in connection with a Permitted Business Combination, or (B) purchase Purchase money indebtedness incurred or assumed by the Borrowers in connection with acquisition of tangible and intangible personal and real property (acquired in a Permitted Business Combination that meets the requirements of Section 8.11 hereof or in circumstances other than in connection with a Permitted Business Combination), to the extent that such tangible and intangible personal and real property are to be used by the Borrowers in businesses permitted under Section 8.5 hereof; PROVIDED THAT the , in an aggregate principal amount of indebtedness described in (B) of this Section 8.2(vi) shall not to exceed Seven Million Five Million Hundred Thousand Dollars ($5,000,000); and PROVIDED FURTHER that the aggregate amount of indebtedness described in (A) AND (B) of this Section 8.2(vi) shall not exceed Fifteen Million Dollars ($15,000,0007,500,000); (vi) Unsubordinated promissory notes or other evidence of unsubordinated indebtedness issued by one or more of the Borrowers as all or part of the Business Combination Consideration in connection with a Permitted Business Combination that meets the requirements of Section 8.11 hereof in an aggregate principal amount not to exceed Twelve Million Five Hundred Thousand Dollars ($12,500,000); (vii) Promissory notes or other evidence of indebtedness that has been subordinated to the Obligations owed to the Banks, in a form acceptable to the Administrative Bank, issued by one or more of the Borrowers as all or part of the Business Combination Consideration in connection with a Permitted Business Combination that meets the requirements of Section 8.11 hereof; (viii) The advances, loans and guarantees permitted under Section 8.12 hereof; and (vii) Convertible Subordinated Notes that meet all of the following criteria: (a) The principal amount of such Convertible Subordinated Notes may not exceed $115,000,000; and (b) Neither the Convertible Subordinated Notes nor the Indenture may be amended in any manner that could reasonably be expected to be adverse to the interests of the Banks without prior written consent of the Administrative Bank; and (viii) the Convertible Subordinated Notes (Normal Life) that meet the following criteria: (a) The principal amount of such Convertible Subordinated Notes (Normal Life) may not, in the aggregate, exceed $22,000,000; and (b) The Convertible Subordinated Notes (Normal Life) may not be amended in any manner that could reasonably be expected to be adverse to the interests of the Banks without prior written consent of the Administrative Bank.";