Common use of Indebtedness; Guaranties Clause in Contracts

Indebtedness; Guaranties. (i) Other than the Obligations, Borrower will not incur any Indebtedness other than: (a) Indebtedness reflected in the Financials delivered on or before the Closing Date so long as such Indebtedness is not secured by any of the Loan Collateral; (b) Indebtedness (1) which is unsecured, (2) which is not for borrowed money, or the issuance of any letter of credit, acceptance transaction, or similar credit instrument or facility, (3) which is incurred in the ordinary course of Borrower’s business, (4) which is not otherwise prohibited under any provision of this Agreement, and (5) for which the incurrence of which would not have a Material Adverse Effect; (c) Indebtedness in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with the provisions of Section 10.9; (d) Indebtedness in respect of judgments or awards which (1) have been vacated, discharged or stayed within 10 days of the entry thereof or have been in force for less than the applicable appeal period so long as execution is not levied thereunder (or in respect of which (A) Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and (B) a stay of execution shall have been obtained pending such appeal or review), and (2) (A) are not, in the aggregate, in an amount in excess of $100,000 (and individually in excess of $50,000) of any available insurance coverage, as determined by Bank in its discretion exercised in good faith, in effect to satisfy such judgments or award for which the insurer has admitted in writing its liability for the full amount thereof and (B) do not have a Material Adverse Effect (regardless of monetary amount or insurance coverage); (e) Indebtedness under capitalized leases or purchase money financing if (1) such Indebtedness is not secured by any of the Loan Collateral other than the property so acquired and any identifiable proceeds, (2) any Liens relating to such Indebtedness do not extend to or cover any property of Borrower other than the property so acquired and any identifiable proceeds therefrom, (3) the principal amount of such capitalized lease or purchase money Indebtedness will not, at the time of the incurrence thereof, exceed the value of the property so acquired; and (4) the total amount of such Indebtedness during any period does not exceed $300,000 in any fiscal year; and (f) Indebtedness representing reimbursement obligations and other liabilities of Borrower with respect to surety bonds (whether payment, performance or otherwise), letters of credit, banker’s acceptances, drafts or similar documents or instruments issued for Borrower’s account in the ordinary course of Borrower’s business; provided, that no Indebtedness otherwise permitted under this Section 10.10 to be incurred shall be permitted to be incurred if, after giving effect to the incurrence thereof, any Event of Default shall have occurred and be continuing. (ii) Borrower will not guaranty or enter into any agreements of guaranty or indemnity of the obligations of any Person (except those guaranties which are in favor of Bank and by indorsement of negotiable instruments payable at sight for deposit or collection or similar banking transactions in the usual course of Borrower’s business.

Indebtedness; Guaranties. Neither Borrower will, and each Borrower will cause each Guarantor Subsidiary not to, incur or pay any Indebtedness other than (i) Other than the Obligations, Borrower will not incur any Indebtedness other than: (aii) Indebtedness reflected in the Financials delivered on or before the Closing Effective Date so long as such Indebtedness is not secured by any of the Loan Collateral; or described in SCHEDULE 3 attached hereto, (biii) Indebtedness (1a) which is unsecured, (2b) which is not for borrowed money, or the issuance of any letter of credit, acceptance transaction, or similar credit instrument or facility, (3c) which is has been incurred in the ordinary course of Borrower’s business, (4d) which is not otherwise prohibited under any provision of this AgreementAgreement or any other Loan Document, and (5e) for which the incurrence of nonpayment or other default under which would not have a Material Adverse Effect; , (civ) Indebtedness in respect of capitalized leases and purchase money Indebtedness so long as the aggregate amount of such Indebtedness does not exceed Five Hundred Thousand Dollars ($500,000) at any one time outstanding, (v) Indebtedness in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with the provisions of Section 10.9; SECTION 10.10, (dvi) with respect to Pty, Indebtedness secured by the First Chicago Letter of Credit, (vii) with respect to Parent, Indebtedness under the Note Agreement, and (viii) Indebtedness in respect of judgments or awards which (1) have been vacated, discharged or stayed within 10 days of the entry thereof or have been in force for less than the applicable appeal period operating leases so long as execution is the aggregate amount of such Indebtedness incurred by Borrowers and Guarantor Subsidiaries in any fiscal year does not levied thereunder exceed Three Hundred Thousand Dollars ($300,000); PROVIDED that no Indebtedness (y) for borrowed money permitted under this SECTION 10.11 (other than the Indebtedness described in clauses (vi) and (vii) above), shall contain any provisions making a default under or in respect of which (A) Borrower shall at the time in good faith be prosecuting an appeal or proceedings some other Indebtedness for review and (B) money borrowed, a stay of execution shall have been obtained pending such appeal or review)default thereunder, and (2z) (A) are not, in the aggregate, in an amount in excess of $100,000 (and individually in excess of $50,000) of any available insurance coverage, as determined by Bank in its discretion exercised in good faith, in effect to satisfy such judgments or award for which the insurer has admitted in writing its liability for the full amount thereof and (B) do not have a Material Adverse Effect (regardless of monetary amount or insurance coverage); (e) Indebtedness under capitalized leases or purchase money financing if (1) such Indebtedness is not secured by any of the Loan Collateral other than the property so acquired and any identifiable proceeds, (2) any Liens relating to such Indebtedness do not extend to or cover any property of Borrower other than the property so acquired and any identifiable proceeds therefrom, (3) the principal amount of such capitalized lease or purchase money Indebtedness will not, at the time of the incurrence thereof, exceed the value of the property so acquired; and (4) the total amount of such Indebtedness during any period does not exceed $300,000 in any fiscal year; and (f) Indebtedness representing reimbursement obligations and other liabilities of Borrower with respect to surety bonds (whether payment, performance or otherwise), letters of credit, banker’s acceptances, drafts or similar documents or instruments issued for Borrower’s account in the ordinary course of Borrower’s business; provided, that no Indebtedness otherwise permitted under this Section 10.10 to be incurred shall be permitted to be incurred if, after giving effect to the incurrence thereof, any Event of Default shall have occurred occurred. Neither Borrower will, and be continuing. (ii) each Borrower will cause each Guarantor Subsidiary not guaranty or enter into any agreements of guaranty or indemnity of to, guarantee the obligations of any other Person (except those guaranties which as set forth on SCHEDULE 3 attached hereto; PROVIDED, HOWEVER, that the Borrowers and the Guarantor Subsidiaries may guarantee the obligations of each other to the extent that the obligations guaranteed are in favor permitted to be incurred under the terms of Bank and by indorsement of negotiable instruments payable at sight for deposit or collection or similar banking transactions in the usual course of Borrower’s businessthis Agreement.

Indebtedness; Guaranties. (i) Other than the Obligations, No Borrower will not incur any Indebtedness other thanthan the Obligations and: (a) existing Indebtedness reflected in the Financials delivered identified on or before the Closing Date so long as such Indebtedness is not secured by any of the Loan CollateralSchedule 10.10; (b) Indebtedness (1) which is unsecured, (2) which is not for borrowed money, or the issuance of any letter of credit, acceptance transaction, or similar credit instrument or facility, (3) which is incurred in the ordinary course of Borrower’s business, (4) which is not otherwise prohibited under any provision of this Agreement, and (5) for which the incurrence of which would not have a Material Adverse Effect; (c) Indebtedness in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with the provisions of Section 10.9; (d) Indebtedness in respect of judgments or awards which (1) have been vacated, discharged or stayed within 10 thirty (30) days of the entry thereof or have been in force for less than the applicable appeal period so long as execution is not levied thereunder (or in respect of which (A) the applicable Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and (B) a stay of execution shall have been obtained pending such appeal or review), and (2) (A) are not, in the aggregate, in an amount in excess of $100,000 500,000 (and individually in excess of $50,000250,000) of any available insurance coverage, as determined by Bank Agent in its discretion exercised in good faith, in effect to satisfy such judgments or award for which the insurer has admitted in writing its liability for the full amount thereof and (B) do not have a Material Adverse Effect (regardless of monetary amount or insurance coverage); (e) Indebtedness under capitalized leases or purchase money financing if (1) such Indebtedness is not secured by any of the Loan Collateral other than the property so acquired and any identifiable proceeds, ; (2) any Liens relating to such Indebtedness do not extend to or cover any property of any Borrower other than the property so acquired and any identifiable proceeds therefrom, ; (3) the principal amount of such capitalized lease or purchase money Indebtedness will not, at the time of the incurrence thereof, exceed the value of the property so acquired; and (4) the total amount of such Indebtedness during any period does not exceed $300,000 in any fiscal yearthe maximum amount permitted during such period for capital expenditures pursuant to Section 1 of Schedule 10.28; and (f) other Indebtedness representing reimbursement obligations and other liabilities not in excess of Borrower with respect to surety bonds (whether payment, performance or otherwise), letters of credit, banker’s acceptances, drafts or similar documents or instruments issued for Borrower’s account $50,000 in the ordinary course of Borrower’s businessaggregate outstanding at any one time; provided, that no Indebtedness otherwise permitted under this Section 10.10 to be incurred shall be permitted to be incurred if, after giving effect to the incurrence thereof, any Event of Default shall have occurred and be continuing. (ii) No Borrower will not guaranty or enter into any agreements of guaranty or indemnity of the obligations of any Person Person, except (except those guaranties which are in favor of Bank and A) by indorsement endorsement of negotiable instruments payable at sight for deposit or collection or similar banking transactions in the usual course of the applicable Borrower’s 's business, and (B) guarantees by one Borrower of Indebtedness permitted under subpart (i) of this Section 10.10 that is owed by another Borrower.

Indebtedness; Guaranties. (i) Other than the Obligations, Borrower will not incur any Indebtedness other than: (a) existing Indebtedness reflected identified on Schedule 10.10 which is otherwise not expressly provided for in the Financials delivered on or before the Closing Date so long as such Indebtedness is not secured by this Section 10.10 and any of the Loan CollateralRefinancing Debt in respect thereof; (b) Indebtedness and any Refinancing Debt in respect thereof: (1) which is unsecured, (2) which is not for borrowed money, or the issuance of any letter of credit, acceptance transaction, or similar credit instrument or facility, (3) which is incurred in the ordinary course of Borrower’s business, (4) which is not otherwise prohibited under any provision of this Agreement, and (5) for which the incurrence of which would could not reasonably be expected to have a Material Adverse Effect; (c) Indebtedness in respect of taxes, assessments Taxes or other governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with the provisions of Section 10.9; (d) Indebtedness in respect of judgments judgments, orders for the payment of money, or awards which (1) have been vacated, discharged or stayed within 10 days of the entry thereof or have been in force for less than the applicable appeal period so long as execution is not levied thereunder (or in respect of which (A) Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and (B) a stay of execution shall have been obtained pending such appeal or review), and (2) (A) are not, in the aggregate, in an amount in excess of $100,000 (manner and individually in excess of $50,000) of any available insurance coverage, as determined to the extent permitted by Bank in its discretion exercised in good faith, in effect to satisfy such judgments or award for which the insurer has admitted in writing its liability for the full amount thereof and (B) do not have a Material Adverse Effect (regardless of monetary amount or insurance coverage)Section 10.27; (e) Permitted Purchase Money Indebtedness under capitalized leases or purchase money financing if and any Refinancing Debt in respect thereof; (1f) such Indebtedness is not secured by The Senior Notes subject to the terms of this Agreement and any Refinancing Debt in respect thereof; provided, that the maximum principal amount of the Loan Collateral other than the property so acquired Senior Notes Obligations and any identifiable proceeds, (2) Refinancing Debt in respect thereof may not exceed an aggregate of $172,000,000 minus the amount of any Liens relating to such Indebtedness do not extend to or cover any property payments of Borrower other than the property so acquired and any identifiable proceeds therefrom, (3) the principal amount of such capitalized lease the Senior Notes Obligations, including as a result of any voluntary or purchase money Indebtedness will notmandatory redemptions, at the time repurchases, defeasance or re-acquisitions of the incurrence thereofSenior Notes Obligations; (g) Indebtedness secured by Liens of carriers, exceed warehouses, mechanics, landlords and other Persons to the value extent holding a Permitted Lien; (h) Indebtedness arising from reimbursement obligations entered into with respect to standby letters of credit issued by a lender that is not a Lender hereunder to the property extent permitted by Section 2.3.3; (i) Additional Subordinated Debt: (1) so acquiredlong as any such Additional Subordinated Debt: (A) is unsecured; (B) is subordinated to the Obligations pursuant to a subordination agreement in form and substance satisfactory to Agent and the Required Lenders; and (4C) has a maturity date not less than six months after the total amount of such Indebtedness during any period Maturity Date and does not exceed $300,000 in provide for any fiscal yearearlier cash payments; and (2) so long as the incurrence of any such Additional Subordinated Debt does not violate Section 10.28.3 or the Senior Notes Indenture; and (fj) Other unsecured Indebtedness representing reimbursement obligations and other liabilities of Borrower with respect not to surety bonds (whether payment, performance or otherwise), letters of credit, banker’s acceptances, drafts or similar documents or instruments issued for Borrower’s account exceed $500,000 in the ordinary course of Borrower’s business; aggregate at any one time outstanding. provided, that no Indebtedness otherwise permitted under this Section 10.10 to be incurred shall be permitted to be incurred if, after giving effect to the incurrence thereof, any Event of Default shall have occurred and be continuing. (ii) Borrower will not guaranty or enter into any agreements of guaranty or indemnity of the obligations of any Person (except those guaranties which are in favor of Bank and by indorsement of negotiable instruments payable at sight for deposit or collection or similar banking transactions in the usual course of Borrower’s business).

Indebtedness; Guaranties. (i) Other than the Obligations, Borrower will not no Credit Party shall incur any Indebtedness other than:than (without duplication): (a) Permitted Purchase Money Indebtedness reflected and any Refinancing Debt in the Financials delivered on or before the Closing Date so long as such Indebtedness is not secured by any of the Loan Collateralrespect thereof; (b) Indebtedness (1) which is unsecured, (2) which is not for borrowed money, or the issuance of any letter of credit, acceptance transaction, or similar credit instrument or facility, (3) which is incurred in Loans and the ordinary course of Borrower’s business, (4) which is not otherwise prohibited under any provision of this Agreement, and (5) for which the incurrence of which would not have a Material Adverse Effectother Obligations; (c) Indebtedness in respect of taxes, assessments or governmental charges unfunded pension fund and other employee benefit plan obligations and liabilities to the extent that payment thereof shall not at the time be required they are permitted to be made in accordance with the provisions of Section 10.9remain unfunded under applicable law; (d) existing Indebtedness described in Schedule 10.10 (excluding any Indebtedness required hereunder to be repaid in full at closing) and (except for intercompany indebtedness, which shall be subject to clause (i) below) any Refinancing Debt in respect of judgments or awards which (1) have been vacated, discharged or stayed within 10 days of the entry thereof or have been in force for less than the applicable appeal period so long as execution is not levied thereunder (or in respect of which (A) Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and (B) a stay of execution shall have been obtained pending such appeal or review), and (2) (A) are not, in the aggregate, in an amount in excess of $100,000 (and individually in excess of $50,000) of any available insurance coverage, as determined by Bank in its discretion exercised in good faith, in effect to satisfy such judgments or award for which the insurer has admitted in writing its liability for the full amount thereof and (B) do not have a Material Adverse Effect (regardless of monetary amount or insurance coverage)thereof; (e) Indebtedness specifically permitted under capitalized leases or purchase money financing if Section 10.31; (1f) Subordinated Debt, provided that immediately prior to and after giving effect to such Indebtedness, no Event of Default shall have occurred and be continuing; (g) Indebtedness is not secured by any a Lien described by subsection (iii) of the Loan Collateral definition of Permitted Liens in an amount not to exceed the US Dollar Equivalent of $12,000,000 at any time outstanding; (h) Indebtedness consisting of cash intercompany loans or advances received by or on behalf of any Credit Party from any other than the property so acquired Credit Party; provided, that: (i) each such Credit Party receiving such cash intercompany loan or advance from Borrower shall have executed and any identifiable proceeds, delivered to Borrower (2) any Liens relating to such Indebtedness do not extend prior to or cover concurrently with the making of such cash loan or advance) a subordinated demand promissory note to evidence any property of Borrower other than such cash intercompany Indebtedness owing at any time by such Credit Party to Borrower, which subordinated demand promissory note shall be in form and substance reasonably satisfactory to Agent and shall be pledged and delivered to Agent pursuant to the property so acquired and any identifiable proceeds therefrom, applicable Security Documents as additional collateral security for the Obligations; (3ii) the principal amount of such capitalized lease or purchase money Indebtedness will not, applicable Credit Parties shall record all intercompany transactions on their books and records in a manner reasonably satisfactory to Agent; (iii) at the time any such intercompany loan or advance is made by any Credit Party and after giving effect thereto, such Credit Party shall be Solvent; (iv) no Event of the incurrence thereof, exceed the value of the property so acquiredDefault would occur and be continuing after giving effect to any such proposed cash intercompany loan or advance; and (4v) in respect of any such cash intercompany loans or advance received by Westaff UK from any other Credit Party, such cash intercompany loan or advance shall be an Investment permitted under clause (d) of Section 10.17. (i) Indebtedness incurred by any Credit Party to Westaff Support consisting of unsecured, book-entry non-cash intercompany loans or advances made by Westaff Support to other Credit Party’s representing such other Credit Party’s deferred obligation to pay management fees or royalty payments to Westaff Support in the total amount ordinary course consistent with past practices as of the Closing Date; (j) unsecured Indebtedness incurred by any Credit Party (other than Parent Guarantor) in connection with any deferred purchase price (including with respect to earn-outs) in connection with Permitted Acquisitions and other Acquisitions permitted by Section 10.17, provided that such Indebtedness during any period does not exceed $300,000 in any fiscal year5,000,000; and (fk) Indebtedness representing reimbursement obligations and other liabilities of Borrower with respect to surety bonds (whether payment, performance or otherwise), letters of credit, banker’s acceptances, drafts or similar documents or instruments issued for Borrower’s account in the ordinary course of Borrower’s businessPermitted Acquisition Indebtedness; provided, that no Indebtedness otherwise permitted under this Section 10.10 subsection (i) to be incurred shall be permitted to be incurred if, after giving effect to the incurrence thereof, any Event of Default shall have occurred and be continuing. (ii) Borrower will The Credit Parties shall not guaranty or enter into any agreements of guaranty or indemnity of the obligations of any Person except: (except those guaranties which are in favor of Bank and a) by indorsement endorsement of negotiable instruments payable at sight for deposit and or collection or similar banking transactions in the usual course of business; and (b) for guaranties of Indebtedness incurred for the benefit of any other Credit Party if the primary obligation is expressly permitted by this Agreement; (c) for support letters required by the law of foreign jurisdictions in connection with the filing of any annual report or delivery of financial statements by any Foreign Subsidiary; (d) for guaranties of payment obligations under operating leases, including leases of real property, entered into by any franchisee or Subsidiary in an amount not to exceed (i) $1,000,000, in the aggregate, at any time outstanding if supported by any Letter of Credit issued pursuant to this Agreement and (ii) $400,000, in the aggregate, at any time outstanding for all other such guaranties; and (e) for customary indemnity obligations arising under purchase agreements in represent of Permitted Acquisitions and other Acquisitions permitted under Section 10.17. (iii) No Credit Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay before the scheduled payment date therefore any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness, other than (a) the Obligations; (b) any Indebtedness which Borrower is required by the terms hereof to repay in full on the Closing Date; (c) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise disposed of in accordance with Section 10.24; (d) Indebtedness permitted by Section 10.31 upon any Refinancing thereof; (e) intercompany Indebtedness owed to Borrower by any Credit Party or owed to any Credit Party by any other Credit Party (other than Borrower’s business); (f) Indebtedness permitted under Section 10.10(i)(a) and Section 10.10(i)(d) upon a refinancing thereof; (g) payments on Indebtedness evidenced by the Xxxxxx Note as permitted by Section 10.29.1; and (h) other Indebtedness (excluding Subordinated Debt) not in excess of $500,000.

Indebtedness; Guaranties. (i) Other than the ObligationsObligations and the Cross-Guaranty, Borrower Borrowers will not incur any Indebtedness other than: (a) Indebtedness reflected in the Financials delivered on or before the Closing Date so long as such Indebtedness is not secured by any of the Loan Collateral; (b) Indebtedness (1) which is unsecured, (2) which is not for borrowed money, or the issuance of any letter of credit, acceptance transaction, or similar credit instrument or facility, (3) which is incurred in the ordinary course of Borrower’s Borrowers’ business, (4) which is not otherwise prohibited under any provision of this Agreement, and (5) for which the incurrence of which would could not reasonably be expected to have a Material Adverse Effect; (c) Indebtedness in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with the provisions of Section 10.9; (d) Indebtedness in respect of judgments or awards which (1) have been vacated, discharged or stayed within 10 days of the entry thereof or have been in force for less than the applicable appeal period so long as execution is not levied thereunder (or in respect of which (A) Borrower Borrowers shall at the time in good faith be prosecuting an appeal or proceedings for review and (B) a stay of execution shall have been obtained pending such appeal or review), and (2) (A) are not, in the aggregateaggregate for all Borrowers, in an amount in excess of $100,000 (and individually in excess of $50,000) of any available insurance coverage, as determined by Bank in its discretion exercised in good faith, in effect to satisfy such judgments or award for which the insurer has admitted in writing its liability for the full amount thereof and (B) do not have a Material Adverse Effect (regardless of monetary amount or insurance coverage); (e) Indebtedness under capitalized leases or purchase money financing if (1) such Indebtedness is not secured by any of the Loan Collateral other than the property so acquired and any identifiable proceeds, (2) any Liens relating to such Indebtedness do not extend to or cover any property of any Borrower other than the property so acquired and any identifiable proceeds therefrom, (3) the principal amount of such capitalized lease or purchase money Indebtedness will not, at the time of the incurrence thereof, exceed the value of the property so acquired; and (4) the total amount of such Indebtedness during any period does not exceed $300,000 in the aggregate for all Borrowers in any fiscal yearFiscal Year; and (f) Indebtedness representing reimbursement obligations and other liabilities of Borrower Borrowers with respect to surety bonds (whether payment, performance or otherwise), letters of credit, banker’s acceptances, drafts or similar documents or instruments issued for Borrower’s Borrowers’ account in the ordinary course of Borrower’s Borrowers’ business; provided, that no Indebtedness otherwise permitted under this Section 10.10 to be incurred shall be permitted to be incurred if, after giving effect to the incurrence thereof, any Event of Default shall have occurred and be continuing. (ii) Borrower Borrowers will not guaranty or enter into any agreements of guaranty or indemnity of the obligations of any Person (except those guaranties which are in favor of Bank and by indorsement of negotiable instruments payable at sight for deposit or collection or similar banking transactions in the usual course of Borrower’s Borrowers’ business.). First Financial Bank, National Association Borrowers: Environmental Quality Management, Inc. and EQ Engineers, LLC Loan Number: 820106477

Indebtedness; Guaranties. (i) Other No Borrower will incur any Indebtedness other than the Obligations, Borrower will not incur any Indebtedness other thanthe Senior Debt and: (a) existing Indebtedness reflected in the Financials delivered identified on or before the Closing Date so long as such Indebtedness is not secured by any of the Loan CollateralSchedule 10.10; (b) Indebtedness (1) which is unsecured, (2) which is not for borrowed money, or the issuance of any letter of credit, acceptance transaction, or similar credit instrument or facility, (3) which is incurred in the ordinary course of Borrower’s business, (4) which is not otherwise prohibited under any provision of this Agreement, and (5) for which the incurrence of which would not have a Material Adverse Effect; (c) Indebtedness in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with the provisions of Section 10.9; (d) Indebtedness in respect of judgments or awards which (1) have been vacated, discharged or stayed within 10 forty five (45) days of the entry thereof or have been in force for less than the applicable appeal period so long as execution is not levied thereunder (or in respect of which (A) the applicable Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and (B) a stay of execution shall have been obtained pending such appeal or review), and (2) (A2)(A) are not, in the aggregate, in an amount in excess of $100,000 550,000 (and individually in excess of $50,000275,000) of any available insurance coverage, as determined by Bank Xxxxxx in its discretion exercised in good faith, in effect to satisfy such judgments or award for which the insurer has admitted in writing its liability for the full amount thereof and (B) do not have a Material Adverse Effect (regardless of monetary amount or insurance coverage); (e) Indebtedness under capitalized leases or purchase money financing if (1) such Indebtedness is not secured by any of the Loan Collateral other than the property so acquired and any identifiable proceeds, ; (2) any Liens relating to such Indebtedness do not extend to or cover any property of any Borrower other than the property so acquired and any identifiable proceeds therefrom, ; (3) the principal amount of such capitalized lease or purchase money Indebtedness will not, at the time of the incurrence thereof, exceed the value of the property so acquired; and (4) the total amount of such Indebtedness during any period does not exceed $300,000 in any fiscal yearthe maximum amount permitted during such period for capital expenditures pursuant to Section 1 of Schedule 10.28; and (f) other Indebtedness representing reimbursement obligations and other liabilities not in excess of Borrower with respect to surety bonds (whether payment, performance or otherwise), letters of credit, banker’s acceptances, drafts or similar documents or instruments issued for Borrower’s account $55,000 in the ordinary course of Borrower’s businessaggregate outstanding at any one time; provided, that no Indebtedness otherwise permitted under this Section 10.10 to be incurred shall be permitted to be incurred if, after giving effect to the incurrence thereof, any Default or Event of Default shall have occurred and be continuing. (ii) No Borrower will not guaranty or enter into any agreements of guaranty or indemnity of the obligations of any Person Person, except (except those guaranties which are in favor of Bank and A) by indorsement endorsement of negotiable instruments payable at sight for deposit or collection or similar banking transactions in the usual course of the applicable Borrower’s 's business, and (B) guarantees by one Borrower of Indebtedness permitted under subpart (i) of this Section 10.10 that is owed by another Borrower.

Indebtedness; Guaranties. (i) Other than the Obligations, Borrower will not incur or pay any Indebtedness other than: than (ai) the Obligations, (ii) subject to the terms of any applicable subordination agreement, Indebtedness reflected in the Financials delivered on or before the Closing Effective Date so long as such Indebtedness is not secured by any of the Loan Collateral; or described in Schedule 2 or Schedule 12 attached hereto, (biii) Indebtedness (1) which is unsecured, (2) which is not for borrowed money, or the issuance of any letter of credit, acceptance transaction, or similar credit instrument or facility, (3) which is incurred owing to trade creditors in the ordinary course of Borrower’s business, (4iv) which is Indebtedness in respect of capitalized leases and purchase money Indebtedness so long as the aggregate amount of such Indebtedness incurred by Borrower (x) during its fiscal year ending September 30, 2001 does not otherwise prohibited under exceed the amount of Zero Dollars ($0) and (y), thereafter, in any provision fiscal year of this Agreementthe Borrower does not exceed One Million Dollars ($1,000,000), and provided further, that at no time shall the aggregate amount of all purchase money Indebtedness (5excluding that described in clause (ii) for which the incurrence of which would not have a Material Adverse Effect; hereof) exceed Three Million Dollars (c$3,000,000), (v) Indebtedness in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with the provisions of Section 10.9; 10.10, (dvi) Indebtedness in respect of judgments or awards which (1) have been vacated, discharged or stayed within 10 days is subordinated to the prior payment and performance of the entry thereof or have been Obligations pursuant to a subordination agreement in force for less than the applicable appeal period form and substance satisfactory to Bank, in its sole discretion, but only so long as execution is the payment of any such Indebtedness would not levied thereunder violate the terms of the applicable subordination agreement), (or in respect of which vii) operating leases, (Aviii) Intercompany Loans to Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review from International and (B) a stay of execution shall have been obtained pending such appeal or review)Vari-Lite Asia, Inc., and (2ix) (A) are notindemnification obligations incurred pursuant to the Genlyte Acquisition Agreement, in the aggregate, in an amount in excess of $100,000 (and individually in excess of $50,000) of any available insurance coverage, as determined by Bank in its discretion exercised in good faith, in effect to satisfy such judgments or award for which the insurer has admitted in writing its liability for the full amount thereof and (B) do not have a Material Adverse Effect (regardless of monetary amount or insurance coverage); (e) Indebtedness under capitalized leases or purchase money financing if (1) such Indebtedness is not secured by any of the Loan Collateral other than the property so acquired and any identifiable proceeds, (2) any Liens relating to such Indebtedness do not extend to or cover any property of Borrower other than the property so acquired and any identifiable proceeds therefrom, (3) the principal amount of such capitalized lease or purchase money Indebtedness will not, at the time of the incurrence thereof, exceed the value of the property so acquired; and (4) the total amount of such Indebtedness during any period does not exceed $300,000 in any fiscal year; and (f) Indebtedness representing reimbursement obligations and other liabilities of Borrower with respect to surety bonds (whether payment, performance or otherwise), letters of credit, banker’s acceptances, drafts or similar documents or instruments issued for Borrower’s account in the ordinary course of Borrower’s business; provided, that providedthat no Indebtedness otherwise permitted under this Section 10.10 to be incurred shall be permitted to be incurred if, after giving effect to the incurrence thereof, any Event of Default shall have occurred and be continuing. (ii) occurred. No Borrower will not guaranty or enter into any agreements of guaranty or indemnity of guarantee the obligations of any other Person (except those guaranties which are as set forth on Schedule 2 or Schedule 15 attached hereto. 2.8 Amendment to Section 10.12. Section 10.12 of the Financing Agreement shall be amended by deleting Section 10.12 in favor of Bank its entirety and by indorsement of negotiable instruments payable at sight for deposit or collection or similar banking transactions substituting the following new Section 10.12 in the usual course of Borrower’s business.lieu thereof:

Indebtedness; Guaranties. (i) Other than the Obligations, Borrower will not incur or pay any Indebtedness other than: than (ai) the Obligations, (ii) subject to the terms of any applicable subordination agreement, Indebtedness reflected in the Financials delivered on or before the Closing Effective Date so long as such Indebtedness is not secured by any of the Loan Collateral; or described in SCHEDULE 2 or SCHEDULE 12 attached hereto, (biii) Indebtedness (1) which is unsecured, (2) which is not for borrowed money, or the issuance of any letter of credit, acceptance transaction, or similar credit instrument or facility, (3) which is incurred owing to trade creditors in the ordinary course of Borrower’s business, (4iv) which is Indebtedness in respect of capitalized leases and purchase money Indebtedness so long as the aggregate amount of such Indebtedness incurred by Borrower (x) during its fiscal year ending September 30, 2001 does not otherwise prohibited under exceed the amount of Zero Dollars ($0) and (y), thereafter, in any provision fiscal year of this Agreementthe Borrower does not exceed One Million Dollars ($1,000,000), and PROVIDED FURTHER, that at no time shall the aggregate amount of all purchase money Indebtedness (5excluding that described in clause (ii) for which the incurrence of which would not have a Material Adverse Effect; hereof) exceed Three Million Dollars (c$3,000,000), (v) Indebtedness in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with the provisions of Section 10.9; SECTION 10.10, (dvi) Indebtedness in respect of judgments or awards which (1) have been vacated, discharged or stayed within 10 days is subordinated to the prior payment and performance of the entry thereof or have been Obligations pursuant to a subordination agreement in force for less than the applicable appeal period form and substance satisfactory to Bank, in its sole discretion, but only so long as execution is the payment of any such Indebtedness would not levied thereunder violate the terms of the applicable subordination agreement), (or in respect of which (Avii) Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and (B) a stay of execution shall have been obtained pending such appeal or review)operating leases, and (2viii) (A) are notIntercompany Loans to Borrower from International and Vari-Lite Asia, in the aggregateInc., in an amount in excess of $100,000 (and individually in excess of $50,000) of any available insurance coverage, as determined by Bank in its discretion exercised in good faith, in effect to satisfy such judgments or award for which the insurer has admitted in writing its liability for the full amount thereof and (B) do not have a Material Adverse Effect (regardless of monetary amount or insurance coverage); (e) Indebtedness under capitalized leases or purchase money financing if (1) such Indebtedness is not secured by any of the Loan Collateral other than the property so acquired and any identifiable proceeds, (2) any Liens relating to such Indebtedness do not extend to or cover any property of Borrower other than the property so acquired and any identifiable proceeds therefrom, (3) the principal amount of such capitalized lease or purchase money Indebtedness will not, at the time of the incurrence thereof, exceed the value of the property so acquired; and (4) the total amount of such Indebtedness during any period does not exceed $300,000 in any fiscal year; and (f) Indebtedness representing reimbursement obligations and other liabilities of Borrower with respect to surety bonds (whether payment, performance or otherwise), letters of credit, banker’s acceptances, drafts or similar documents or instruments issued for Borrower’s account in the ordinary course of Borrower’s business; provided, PROVIDED that no Indebtedness otherwise permitted under this Section 10.10 to be incurred shall be permitted to be incurred if, after giving effect to the incurrence thereof, any Event of Default shall have occurred and be continuing. (ii) occurred. No Borrower will not guaranty or enter into any agreements of guaranty or indemnity of guarantee the obligations of any other Person (except those guaranties which are in favor of Bank and by indorsement of negotiable instruments payable at sight for deposit as set forth on SCHEDULE 2 or collection or similar banking transactions in the usual course of Borrower’s businessSCHEDULE 15 attached hereto.

Indebtedness; Guaranties. (ia) Other than the Obligations, Borrower will not incur any Indebtedness other thanthan the Obligations and: (ai) Indebtedness reflected in the Financials delivered on or before the Closing Date Date, so long as such Indebtedness is not secured by any of the Loan Collateral; (bii) Indebtedness (1A) which is unsecuredunsecured unless secured with a Permitted Lien, (2B) which is not for borrowed money, or the issuance of any letter of credit, acceptance transaction, or similar credit instrument or facility, (3C) which is incurred in the ordinary course of Borrower’s business, (4D) which is not otherwise prohibited under any provision of this Agreement, and (5E) for which the incurrence of which would not have a Material Adverse Effect; (ciii) Indebtedness in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with the provisions of Section 10.9; (div) Indebtedness in respect of judgments or awards which (1A) have been vacated, discharged or stayed within 10 days of the entry thereof or have been in force for less than the applicable appeal period so long as execution is not levied thereunder (or in respect of which (A1) Borrower shall at the time in good faith a commercially reasonable manner be prosecuting an appeal or proceedings for review and (B2) a stay of execution shall have been obtained pending such appeal or review), and (2B) (A1) are not, in the aggregate, in an amount in excess of $100,000 250,000 (and individually in excess of $50,000100,000) of any available insurance coverage, as determined by Bank in its discretion exercised in good faitha commercially reasonable manner, in effect to satisfy such judgments or award for which the insurer has admitted in writing its liability for the full amount thereof and (B2) do not have a Material Adverse Effect (regardless of monetary amount or insurance coverage);; and (ev) Indebtedness under capitalized leases or purchase money financing if (1A) such Indebtedness is not secured by any of the Loan Collateral other than the property so acquired and any identifiable proceeds, (2B) any Liens relating to such Indebtedness do not extend to or cover any property of Borrower other than the property so acquired and any identifiable proceeds therefrom, and (3C) the principal amount of such capitalized lease or purchase money Indebtedness will not, at the time of the incurrence thereof, exceed the value of the property so acquired; and (4D) the total amount of such Indebtedness during any period does not exceed $300,000 in any fiscal year; and (f) Indebtedness representing reimbursement obligations and other liabilities the maximum amount permitted during such period for capital expenditures pursuant to Section 1 of Borrower with respect to surety bonds (whether payment, performance or otherwise), letters of credit, banker’s acceptances, drafts or similar documents or instruments issued for Borrower’s account in the ordinary course of Borrower’s businessSchedule 10.28; provided, that no Indebtedness otherwise permitted under this Section 10.10 to be incurred shall be permitted to be incurred if, after giving effect to the incurrence thereof, any Default or Event of Default shall have occurred and be continuing. (iib) Borrower will not (i) guaranty or enter into any agreements of guaranty or indemnity of the obligations Indebtedness of any Person (except those guaranties which are in favor of Bank and by indorsement of negotiable instruments payable at sight for deposit or collection or similar banking transactions in the usual course of Borrower’s business) or (ii) enter into any agreement whereby Borrower agrees to indemnify any Person with respect to the actions or Indebtedness of any other Person (other than indemnification obligations of Borrower in favor of officers and directors of Borrower in accordance with Borrower’s organizational documents or customary indemnification agreements).

Indebtedness; Guaranties. (i) Other than the ObligationsObligations and as set forth in Exhibit 10.10, no Borrower will not incur any Indebtedness other than: (a) Indebtedness reflected in the Financials delivered on or before the Closing Date so long as such Indebtedness is shall not be secured by any of the Loan Collateral, which Indebtedness includes the Senior Notes and any guarantees thereof; (b) Indebtedness (1) which is unsecured, (2) which is not for borrowed money, or the issuance of any letter of credit, acceptance transaction, or similar credit instrument or facilityfacility (exclusive of Interest Rate Agreements), (3) which is incurred in the ordinary course of Borrower’s business, (4) which is not otherwise prohibited under any provision of this Agreement, and (5) for which the incurrence of which would not have a Material Adverse Effect; (c) Indebtedness in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with the provisions of Section 10.9; (d) Indebtedness under capitalized leases or purchase money financing if the total amount of such Indebtedness during any period does not exceed the maximum amount permitted during such period for capital expenditures pursuant to Section 5 of Exhibit 10.29; or (e) Indebtedness in respect of judgments or awards which (1) have been vacated, discharged or stayed within 10 days of the entry thereof or have been in force for less than the applicable appeal period so long as execution is not levied thereunder (or in respect of which (A) a Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and (B) a stay of execution shall have been obtained pending such appeal or review), and (2) (A) are not, in the aggregate, in an amount in excess of $100,000 750,000 (and individually in excess of $50,000150,000) of over any available insurance coverage, as determined by Bank Agent in its discretion exercised in good faith, in effect to satisfy such judgments or award for which the insurer has admitted in writing its liability for the full amount thereof and (B) do not have a Material Adverse Effect (regardless of monetary amount or insurance coverage)Effect; (e) Indebtedness under capitalized leases or purchase money financing if (1) such Indebtedness is not secured by any of the Loan Collateral other than the property so acquired and any identifiable proceeds, (2) any Liens relating to such Indebtedness do not extend to or cover any property of Borrower other than the property so acquired and any identifiable proceeds therefrom, (3) the principal amount of such capitalized lease or purchase money Indebtedness will not, at the time of the incurrence thereof, exceed the value of the property so acquired; and (4) the total amount of such Indebtedness during any period does not exceed $300,000 in any fiscal year; and (f) Refinancing Indebtedness, as defined in the Senior Notes Indenture, which is unsecured; (g) Indebtedness representing reimbursement obligations which is unsecured and other liabilities in respect of Borrower with respect to performance, completion, guarantee, surety and similar bonds (whether payment, performance or otherwise), letters of credit, banker’s acceptances, drafts or similar documents or instruments issued for Borrower’s account provided by Borrowers in the ordinary course of Borrower’s business; provided; (h) Indebtedness consisting of obligations in respect of purchase price adjustments, that no guarantees or indemnities in connection with the acquisition or disposition of assets; (i) Interest Rate Agreements covering Indebtedness (which Indebtedness (I) bears interest at fluctuating interest rates and (II) is otherwise permitted under this Section 10.10 to be incurred shall be permitted to be incurred ifunder this Section 10.10), after giving effect in each case, only if the notional principal amount of such Interest Rate Agreement does not exceed the principal amount of the Indebtedness to the incurrence thereof, any Event of Default shall have occurred and be continuing.which such Interest Rate Agreement relates; (iij) Borrower will Indebtedness represented by foreign currency exchange agreements; provided that (I) such agreements are related to contracts with customers entered into in the ordinary course of business; (II) such agreements cover an amount of foreign currency not guaranty or enter into any agreements of guaranty or indemnity in excess of the obligations amount receivable under such customer contracts; and (III) such agreements are entered into in good faith for the purpose of any Person (except those guaranties which are protecting a Borrower against changes in favor of Bank foreign exchange rates and by indorsement of negotiable instruments payable at sight not for deposit or collection or similar banking transactions in the usual course of Borrower’s business.speculation;

Indebtedness; Guaranties. The Borrowers will not and will not permit any Subsidiary to incur or pay any Indebtedness or guarantee the obligations of any other Person in respect of any Indebtedness other than the following: (i) Other than the ObligationsObligations and any guarantee of the Obligations pursuant to a guaranty and suretyship agreement in form and substance reasonably satisfactory to the Agent, Borrower will not incur any (ii) Indebtedness other than: (a) or guaranties of Indebtedness reflected in the Financials delivered on or before the Closing Date so long as such Indebtedness is not secured by any of the Loan Collateral; or described in Schedule 9.6 attached hereto, (biii) Indebtedness (1) which is unsecured, (2) which is not for borrowed money, or the issuance of any letter of credit, acceptance transaction, or similar credit instrument or facility, (3) which is incurred owing to trade creditors in the ordinary course of Borrower’s business, (4iv) which Indebtedness to NorthWestern that is not otherwise prohibited under any provision fully subordinated to the Obligations pursuant to the terms and conditions of this the Subordination Agreement, and (5) for which the incurrence of which would not have a Material Adverse Effect; (cv) Indebtedness in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with the provisions of Section 10.9; 10.10, (dvi) Indebtedness in respect of judgments or awards which (1) have been vacated, discharged or stayed within 10 days of the entry thereof or have been in force for less than the applicable appeal period a Borrower to another Borrower so long as execution is not levied thereunder (or in respect of which (A) Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and (B) a stay of execution shall have been obtained pending such appeal or review), and (2) (A) are not, in the aggregate, in an amount in excess of $100,000 (and individually in excess of $50,000) of any available insurance coverage, as determined by Bank in its discretion exercised in good faith, in effect to satisfy such judgments or award for which the insurer has admitted in writing its liability for the full amount thereof and (B) do not have a Material Adverse Effect (regardless of monetary amount or insurance coverage); (e) Indebtedness under capitalized leases or purchase money financing if (1) such Indebtedness is not secured by any of the Loan Collateral other than the property so acquired and any identifiable proceedsunsecured, (2) any Liens relating to such Indebtedness do not extend to or cover any property of Borrower other than the property so acquired and any identifiable proceeds therefrom, (3vii) the principal amount endorsement of such capitalized lease negotiable instruments for deposit or purchase money Indebtedness will not, at the time of the incurrence thereof, exceed the value of the property so acquired; and (4) the total amount of such Indebtedness during any period does not exceed $300,000 in any fiscal year; and (f) Indebtedness representing reimbursement obligations and other liabilities of Borrower with respect to surety bonds (whether payment, performance or otherwise), letters of credit, banker’s acceptances, drafts collection or similar documents or instruments issued for Borrower’s account transactions in the ordinary course of business, (viii) obligations of a Borrower directly or indirectly guaranteeing any Indebtedness of another Borrower’s business, (ix) Indebtedness of a Borrower to a Subsidiary (which is not a Borrower) of a Borrower which is unsecured and fully subordinated to the Obligations pursuant to a written subordination agreement reasonably satisfactory to the Agent, (x) Indebtedness in the form of additional payments conditioned upon the collection of accounts receivable or earnout obligations incurred in connection with Acquisitions permitted under Section 10.19 hereof, (xi) Indebtedness relating to contractual rights a stockholder of Blue Dot may have to put or exchange its Blue Dot stock for cash or other property, (xii) unsecured Indebtedness owed to sellers or their Affiliates in connection with Acquisitions permitted under Section 10.19 hereof which is fully subordinated to the Obligations pursuant to a written subordination agreement reasonably satisfactory to the Agent, (xiii) (a) obligations of a Borrower directly or indirectly guaranteeing any Indebtedness of any Subsidiary (which is not a Borrower) of a Borrower, (b) Indebtedness secured by Liens permitted by Section 10.12 hereof including, but not limited to, purchase money Indebtedness and obligations under Capital Leases, and (c) other unsecured Indebtedness; provided, however, that the aggregate outstanding principal amount of all Indebtedness set forth in this clause (xiii) shall not exceed Five Million and 00/100 Dollars ($5,000,000.00) and (xiv) Indebtedness in the form of floor plan financing (a) in an amount which, when combined with all floor plan financing in effect as of the Closing Date, shall not in the aggregate exceed One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) and (b) with respect to which the Agent has received a fully executed Floor Plan Creditor Agreement. Notwithstanding the foregoing, no Indebtedness otherwise permitted under this Section 10.10 to be incurred shall be permitted to be incurred if, after giving effect to the incurrence thereof, if any Event of Default shall have occurred and be continuingoccur as a result of such incurrence. (ii) Borrower will not guaranty or enter into any agreements of guaranty or indemnity of the obligations of any Person (except those guaranties which are in favor of Bank and by indorsement of negotiable instruments payable at sight for deposit or collection or similar banking transactions in the usual course of Borrower’s business.

Indebtedness; Guaranties. (i) Other than the Obligations, Borrower Borrowers will not incur any Indebtedness other than: (a) Indebtedness reflected in the Financials delivered on or before the Closing Date so long as such Indebtedness is shall not be secured by any of the Loan Collateral; (b) Indebtedness assumed pursuant to the Acquisition Documents; (c) Indebtedness described in Exhibit 10.10; (d) Indebtedness (1) which is unsecured, (2) which is not for borrowed money, or the issuance of any letter of credit, acceptance transaction, or similar credit instrument or facilityfacility (exclusive of interest rate protection as contemplated by Section 3.6), (3) which is incurred in the ordinary course of Borrower’s business, (4) which is not otherwise prohibited under any provision of this Agreement, and (5) for which the incurrence of which would not have a Material Adverse Effect; (ce) Indebtedness in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with the provisions of Section 10.9;; and (df) Indebtedness in respect of judgments or awards which (1) have been vacated, discharged or stayed within 10 days of the entry thereof or have been in force for less than the applicable appeal period so long as execution is not levied thereunder (or in respect of which (A) a Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and (B) a stay of execution shall have been obtained pending such appeal or review), and (2) (A) are not, in the aggregate, in an amount in excess of $100,000 (and individually in excess of $50,000) of any available insurance coverage, as determined by Bank in its discretion exercised in good faith, in effect to satisfy such judgments or award for which the insurer has admitted in writing its liability for the full amount thereof and (B) do not have a Material Adverse Effect (regardless of monetary amount or insurance coverage); (eg) Indebtedness under capitalized leases or purchase money financing if (1) such Indebtedness is not secured by any of the Loan Collateral other than the property so acquired and any identifiable proceeds, (2) any Liens relating to such Indebtedness do not extend to or cover any property of Borrower other than the property so acquired and any identifiable proceeds therefrom, (3) the principal amount of such capitalized lease or purchase money Indebtedness will not, at the time of the incurrence thereof, exceed the value of the property so acquired; and (4) the total amount of such Indebtedness during any period does not exceed $300,000 in any fiscal year; and (f) Indebtedness representing reimbursement obligations and other liabilities the maximum amount permitted during such period for capital expenditures pursuant to Section 1 of Borrower with respect to surety bonds (whether payment, performance or otherwise), letters of credit, banker’s acceptances, drafts or similar documents or instruments issued for Borrower’s account in the ordinary course of Borrower’s businessExhibit 10.29 attached; provided, that no Indebtedness otherwise permitted under this Section 10.10 to be incurred shall be permitted to be incurred if, after giving effect to the incurrence thereof, any Event of Default shall have occurred and be continuing. (ii) Except as provided in this Agreement or the other Loan Documents, and except as required by the Acquisition Documents, neither Borrower will not guaranty or enter into any agreements of guaranty or indemnity of the obligations of any Person (except those guaranties which are in favor of Bank and by indorsement endorsement of negotiable instruments payable at sight for deposit or collection or similar banking transactions in the usual course of a Borrower’s 's business).