Common use of Indebtedness; Granting of Security Interests Clause in Contracts

Indebtedness; Granting of Security Interests. Suffer or permit any Borrower to incur any new indebtedness for borrowed money (except for intercompany indebtedness by and among the Subsidiaries and/or BTG, with no third party financing or participation, and trade debt incurred in the ordinary course of business), or guarantee or otherwise become obligated for any indebtedness of others (except for indebtedness of another Borrower as expressly permitted above in this Section 7), or mortgage, assign, pledge, hypothecate or otherwise encumber or permit any lien, security interest or other encumbrance, including purchase money liens, whether under conditional or installment sales arrangements or otherwise, to affect the Collateral or any other assets or properties of any Borrower (except for Permitted Liens). Notwithstanding anything contained in this Section 7 of Article VII to the contrary, it is understood and agreed that the negative covenant set forth in this Section 7 (prohibiting new indebtedness for borrowed money) shall not be violated by the Subordinate Debt; provided that BTG and the Subordinate Lenders shall have executed and delivered to the Agent a subordination agreement (the 11 12 "Subordination Agreement"), in form and substance acceptable to the Agent in all respects, pursuant to which the Subordinate Debt, including without limitation, any and all rights of payment and/or collection thereof, and/or enforcement of the Subordinated Note, shall be subordinated in every respect to the payment and collection of the Loan. Furthermore, each of the Borrowers agrees that it will not enter into any agreement or understanding with any person or entity pursuant to which any of the Borrowers agrees to be bound by a covenant not to encumber all or any part of the property or assets of any Borrower."

Indebtedness; Granting of Security Interests. Suffer or -------------------------------------------- permit any Borrower to incur any new indebtedness for borrowed money (indebtedness, except for intercompany indebtedness by and among the Subsidiaries and/or BTG, with no third party financing or participation, and (i) trade debt and operating leases incurred in the ordinary course of business; (ii) indebtedness secured by liens listed on Schedule 7.7 hereto, or other indebtedness secured by ------------ Permitted Liens; (iii) indebtedness incurred to finance (by purchase or lease) equipment constituting capital expenditures, provided that all capital leases permitted hereby do not, in the aggregate, exceed Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) per annum; and (iv) the indebtedness owing directly (or indirectly by and through Xxxxxxx & Co., Inc., as custodian) to the Mass Mutual Entities (other than Mass Mutual, acting in its capacity as a Lender party pursuant to this Agreement) in a principal amount not to exceed Five Million and No/100 Dollars ($5,000,000.00), or guarantee or evidenced by the Subordinated Notes and subordinated in all respects to the Obligations pursuant to a certain letter agreement dated as of the Closing Date (the "Subordination Agreement"), by and among the Agent, the Mass Mutual Entities and the Borrowers. Except as otherwise become obligated for any indebtedness of others (except for indebtedness of another Borrower as expressly permitted above in this Section 7)herein, or no Borrower shall mortgage, assign, pledge, hypothecate or otherwise encumber or permit any lien, security interest or other encumbrance, including purchase money liens, whether under conditional or installment sales arrangements or otherwise, to affect the Collateral or any other assets or properties of any Borrower (except for Permitted Liens). Notwithstanding anything contained in this Section 7 , nor shall any Borrower guarantee or otherwise become obligated for any indebtedness of Article VII to the contrary, it is understood and agreed that the negative covenant set forth in this Section 7 (prohibiting new indebtedness for borrowed money) shall not be violated by the Subordinate Debt; provided that BTG and the Subordinate Lenders shall have executed and delivered to the Agent a subordination agreement (the 11 12 "Subordination Agreement"), in form and substance acceptable to the Agent in all respects, pursuant to which the Subordinate Debt, including without limitation, any and all rights of payment and/or collection thereof, and/or enforcement of the Subordinated Note, shall be subordinated in every respect to the payment and collection of the Loanothers. Furthermore, each of the Borrowers Borrower agrees that it will not enter into any agreement or understanding with any person or entity pursuant to which any of the Borrowers such Borrower agrees to be bound by a covenant not to encumber all or any part of its property or assets, unless such agreement or understanding is entered into in connection with the granting of purchase money security interests permitted pursuant to the terms and provisions this Agreement (and relates to solely to the property or assets of any Borrowersubject to such purchase money security interests)."

Indebtedness; Granting of Security Interests. Suffer or permit any Borrower to incur any new indebtedness for borrowed money (except for intercompany indebtedness by and among the Subsidiaries and/or BTG, with no third party financing or participation, and trade debt incurred in the ordinary course of business), or guarantee or otherwise become obligated for any indebtedness of others (except for indebtedness of another Borrower as expressly permitted above in this Section 7), or mortgage, assign, pledge, hypothecate or otherwise encumber or permit any lien, security interest or other encumbrance, including purchase money liens, whether under conditional or installment sales arrangements or otherwise, to affect the Collateral or any other assets or properties of any Borrower (except for Permitted Liens). Notwithstanding anything contained in this Section 7 of Article VII to the contrary, it is understood and agreed that the negative covenant set forth in this Section 7 (prohibiting new indebtedness for borrowed money) shall not be violated by the Subordinate DebtWholesale Financing; provided that BTG (i) the aggregate outstanding amount of the Wholesale Financing may not exceed, at any time, Fifty Million Dollars ($50,000,000); and the Subordinate Lenders shall have executed and delivered (ii) no Borrower may incur any interest expense pursuant to the Agent a subordination DFS Financing Agreement or any other document, instrument or agreement (entered into in connection with the 11 12 "Subordination Agreement")Wholesale Financing, in form and substance acceptable to without the Agent in all respects, pursuant to which the Subordinate Debt, including without limitation, any and all rights of payment and/or collection thereof, and/or enforcement of the Subordinated Note, shall be subordinated in every respect to the payment and collection of the LoanAgent's prior written consent. Furthermore, each of the Borrowers agrees that it will not enter into any agreement or understanding with any person or entity pursuant to which any of the Borrowers agrees to be bound by a covenant not to encumber all or any part of the property or assets of any Borrower.";

Indebtedness; Granting of Security Interests. Suffer or permit -------------------------------------------- any Borrower to incur any new indebtedness for borrowed money (indebtedness, except for intercompany indebtedness by and among the Subsidiaries and/or BTG, with no third party financing or participation, and (i) trade debt and operating leases incurred in the ordinary course of business); (ii) indebtedness secured by liens listed on Schedule 7.7 hereto, or guarantee other indebtedness secured by ------------ Permitted Liens; and (iii) indebtedness incurred to finance (by purchase or lease) equipment constituting capital expenditures, provided that the aggregate amount outstanding under all capital leases permitted hereby does not exceed Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00). Except as otherwise become obligated for any indebtedness of others (except for indebtedness of another Borrower as expressly permitted above in this Section 7)herein, or no Borrower shall mortgage, assign, pledge, hypothecate or otherwise encumber or permit any lien, security interest or other encumbrance, including purchase money liens, whether under conditional or installment sales arrangements or otherwise, to affect the Collateral or any other assets or properties of any Borrower (except for Permitted Liens). Notwithstanding anything contained in this Section 7 , nor shall any Borrower guarantee or otherwise become obligated for any indebtedness of Article VII to the contrary, it is understood and agreed that the negative covenant set forth in this Section 7 (prohibiting new indebtedness for borrowed money) shall not be violated by the Subordinate Debt; provided that BTG and the Subordinate Lenders shall have executed and delivered to the Agent a subordination agreement (the 11 12 "Subordination Agreement"), in form and substance acceptable to the Agent in all respects, pursuant to which the Subordinate Debt, including without limitation, any and all rights of payment and/or collection thereof, and/or enforcement of the Subordinated Note, shall be subordinated in every respect to the payment and collection of the Loanothers. Furthermore, each of the Borrowers Borrower agrees that it will not enter into any agreement or understanding with any person or entity pursuant to which any of the Borrowers such Borrower agrees to be bound by a covenant not to encumber all or any part of its property or assets, unless such agreement or understanding is entered into in connection with the granting of purchase money security interests permitted pursuant to the terms and provisions this Agreement (and relates to solely to the property or assets of any Borrowersubject to such purchase money security interests)."

Indebtedness; Granting of Security Interests. Suffer or permit any Borrower to incur any new indebtedness for borrowed money (indebtedness, except for intercompany indebtedness by and among the Subsidiaries and/or BTG, with no third party financing or participation, and (i) trade debt and operating leases incurred in the ordinary course of business; (ii) performance bonds issued on behalf of the Borrowers in the ordinary course of business; (iii) indebtedness secured by liens listed on Schedule 11 hereto, or other indebtedness secured by Permitted Liens; (iv) indebtedness incurred to finance (by purchase or lease) equipment constituting capital expenditures, provided that all capital leases permitted hereby do not, in the aggregate, exceed Two Million Dollars ($2,000,000.00) per annum; (v) indebtedness incurred pursuant to the Deutsche Financing Agreement in an amount not to exceed, at any time, Fifteen Million Dollars ($15,000,000.00), or guarantee or in the aggregate; (vi) indebtedness incurred pursuant to the IBM Financing Agreement in an amount not to exceed, at any time, Seven Hundred Fifty Thousand Dollars ($750,000.00), in the aggregate; and (vii) indebtedness subordinated to the Loan and subordinated to the liens in favor of the Lender on terms and conditions acceptable to the Lender. Except as otherwise become obligated for any indebtedness of others (except for indebtedness of another Borrower as expressly permitted above in this Section 7)herein, or no Borrower shall mortgage, assign, pledge, hypothecate or otherwise encumber or permit any lien, security interest or other encumbrance, including purchase money liens, whether under conditional or installment sales arrangements or otherwise, to affect the Collateral or any other assets or properties of any Borrower (except for Permitted Liens). Notwithstanding anything contained in this Section 7 , nor shall any Borrower guarantee or otherwise become obligated for any indebtedness of Article VII to the contrary, others or make any optional prepayments or any material amendments or modifications of any existing indebtedness; it is being understood and agreed that the negative covenant set forth in this Section 7 (prohibiting new indebtedness for borrowed money) Parent Company's guaranty of the Deutsche Financing shall not be violated by the Subordinate Debt; provided that BTG and the Subordinate Lenders shall have executed and delivered to the Agent constitute a subordination agreement (the 11 12 "Subordination Agreement"), in form and substance acceptable to the Agent in all respects, pursuant to which the Subordinate Debt, including without limitation, any and all rights violation of payment and/or collection thereof, and/or enforcement of the Subordinated Note, shall be subordinated in every respect to the payment and collection of the Loanthis negative covenant. Furthermore, each of the Borrowers Borrower agrees that it will not enter into any agreement or understanding with any person or entity pursuant to which any of the Borrowers Borrower agrees to be bound by a covenant not to encumber all or any part of the property or assets of any such Borrower, unless such agreement or understanding is entered into in connection with the granting of purchase money security interests permitted pursuant to the terms and provisions of this Agreement."