Common use of Indebtedness; Guaranties Clause in Contracts

Indebtedness; Guaranties. Borrower will not incur or pay any Indebtedness other than (i) the Obligations, (ii) subject to the terms of any applicable subordination agreement, Indebtedness reflected in the Financials delivered on or before the Effective Date or described in Schedule 2 or Schedule 12 attached hereto, (iii) Indebtedness owing to trade creditors in the ordinary course of business, (iv) 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 exceed the amount of Zero Dollars ($0) and (y), thereafter, in any fiscal year of the 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 (excluding that described in clause (ii) hereof) exceed Three Million Dollars ($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 10.10, (vi) Indebtedness which is subordinated to the prior payment and performance of the Obligations pursuant to a subordination agreement in form and substance satisfactory to Bank, in its sole discretion, but only so long as the payment of any such Indebtedness would not violate the terms of the applicable subordination agreement), (vii) operating leases, (viii) Intercompany Loans to Borrower from International and Vari-Lite Asia, Inc., and (ix) indemnification obligations incurred pursuant to the Genlyte Acquisition Agreement, providedthat no Indebtedness otherwise permitted to be incurred shall be permitted to be incurred if, after giving effect to the incurrence thereof, any Event of Default shall have occurred. No Borrower will guarantee the obligations of any other Person except as set forth on Schedule 2 or Schedule 15 attached hereto.

Indebtedness; Guaranties. Borrower will not incur or pay any Indebtedness other than (i) the Obligations, (ii) subject to the terms of any applicable subordination agreement, Indebtedness reflected in the Financials delivered on or before the Effective Date or described in Schedule SCHEDULE 2 or Schedule SCHEDULE 12 attached hereto, (iii) Indebtedness owing to trade creditors in the ordinary course of business, (iv) 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 exceed the amount of Zero Dollars ($0) and (y), thereafter, in any fiscal year of the Borrower does not exceed One Million Dollars ($1,000,000), and provided furtherPROVIDED FURTHER, that at no time shall the aggregate amount of all purchase money Indebtedness (excluding that described in clause (ii) hereof) exceed Three Million Dollars ($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 SECTION 10.10, (vi) Indebtedness which is subordinated to the prior payment and performance of the Obligations pursuant to a subordination agreement in form and substance satisfactory to Bank, in its sole discretion, but only so long as the payment of any such Indebtedness would not violate the terms of the applicable subordination agreement), (vii) operating leases, and (viii) Intercompany Loans to Borrower from International and Vari-Lite Asia, Inc., and (ix) indemnification obligations incurred pursuant to the Genlyte Acquisition Agreement, providedthat PROVIDED that no Indebtedness otherwise permitted to be incurred shall be permitted to be incurred if, after giving effect to the incurrence thereof, any Event of Default shall have occurred. No Borrower will guarantee the obligations of any other Person except as set forth on Schedule SCHEDULE 2 or Schedule SCHEDULE 15 attached hereto.

Indebtedness; Guaranties. Neither Borrower will, and each Borrower will cause each Guarantor Subsidiary not to, incur or pay any Indebtedness other than (i) the Obligations, (ii) subject to the terms of any applicable subordination agreement, Indebtedness reflected in the Financials delivered on or before the Effective Date or described in Schedule 2 or Schedule 12 SCHEDULE 3 attached hereto, (iii) Indebtedness owing to trade creditors (a) which is unsecured, (b) which is not for borrowed money, (c) which has been incurred in the ordinary course of business, (d) which is not otherwise prohibited under any provision of this Agreement or any other Loan Document, and (e) the nonpayment or other default under which would not have a Material Adverse Effect, (iv) 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 exceed the amount of Zero Five Hundred Thousand Dollars ($0500,000) and (y), thereafter, in at any fiscal year of the Borrower does not exceed One Million Dollars ($1,000,000), and provided further, that at no one time shall the aggregate amount of all purchase money Indebtedness (excluding that described in clause (ii) hereof) exceed Three Million Dollars ($3,000,000)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 SECTION 10.10, (vi) with respect to Pty, Indebtedness which is subordinated secured by the First Chicago Letter of Credit, (vii) with respect to Parent, Indebtedness under the prior payment Note Agreement, and performance (viii) Indebtedness in respect of the Obligations pursuant to a subordination agreement in form and substance satisfactory to Bank, in its sole discretion, but only operating leases so long as the payment aggregate amount of any such Indebtedness would incurred by Borrowers and Guarantor Subsidiaries in any fiscal year does not violate exceed Three Hundred Thousand Dollars ($300,000); PROVIDED that no Indebtedness (y) for borrowed money permitted under this SECTION 10.11 (other than the terms of the applicable subordination agreement), Indebtedness described in clauses (vi) and (vii) operating leasesabove), (viii) Intercompany Loans to Borrower from International and Vari-Lite Asiashall contain any provisions making a default under or in respect of some other Indebtedness for money borrowed, Inc.a default thereunder, and (ixz) indemnification obligations incurred pursuant to the Genlyte Acquisition Agreement, providedthat no Indebtedness otherwise permitted to be incurred shall be permitted to be incurred if, after giving effect to the incurrence thereof, any Event of Default shall have occurred. No Neither Borrower will, and each Borrower will cause each Guarantor Subsidiary not to, guarantee the obligations of any other Person except as set forth on Schedule 2 or Schedule 15 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 permitted to be incurred under the terms of this Agreement.

Indebtedness; Guaranties. Borrower 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) the ObligationsObligations and any guarantee of the Obligations pursuant to a guaranty and suretyship agreement in form and substance reasonably satisfactory to the Agent, (ii) subject to the terms Indebtedness or guaranties of any applicable subordination agreement, Indebtedness reflected in the Financials delivered on or before the Effective Closing Date or described in Schedule 2 or Schedule 12 9.6 attached hereto, (iii) Indebtedness owing to trade creditors in the ordinary course of business, (iv) Indebtedness in respect of capitalized leases to NorthWestern that is fully subordinated to the Obligations pursuant to the terms 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 exceed the amount of Zero Dollars ($0) and (y), thereafter, in any fiscal year conditions of the 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 (excluding that described in clause (ii) hereof) exceed Three Million Dollars ($3,000,000)Subordination Agreement, (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 10.10, (vi) Indebtedness of a Borrower to another Borrower so long as such Indebtedness is unsecured, (vii) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (viii) obligations of a Borrower directly or indirectly guaranteeing any Indebtedness of another Borrower, (ix) Indebtedness of a Borrower to a Subsidiary (which is not a Borrower) of a Borrower which is unsecured and fully subordinated to the prior payment and performance of the Obligations pursuant to a written subordination agreement in form and substance reasonably satisfactory to Bankthe 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 sole discretionBlue 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 only so long as the payment of any such not limited to, purchase money Indebtedness would not violate the terms of the applicable subordination agreement), (vii) operating leases, (viii) Intercompany Loans to Borrower from International and Vari-Lite Asia, Inc.obligations under Capital Leases, and (ixc) indemnification obligations incurred pursuant 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 Genlyte Acquisition Agent has received a fully executed Floor Plan Creditor Agreement. Notwithstanding the foregoing, providedthat no Indebtedness otherwise permitted 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. No Borrower will guarantee the obligations occur as a result of any other Person except as set forth on Schedule 2 or Schedule 15 attached heretosuch incurrence.