Common use of Limitation on Other Debt, Further Encumbrances Clause in Contracts

Limitation on Other Debt, Further Encumbrances. Borrower will not obtain financing and grant liens with respect to the Collateral or any of its other assets or property, except as hereafter provided. Prior to March 31, 2003, Borrower will not obtain financing and grant liens with respect to any of Borrower's unpledged Notes Receivable, except as provided in this Agreement, the Additional Credit Facility, the Tranche C Facility, the Inventory Loan, the Heller Facility, and the Sovereign Facility, without the Agent's priox xxxxten consent, which consent will not be unreasonably withheld. As a condition to such consent, Agent may require that all proceeds of such financing be applied in repayment of the Loan as provided in Section 2.4 hereof so as to reduce the Effective Advance Rate, and may require advances to be funded from the Revolving Loan Component prior to advances from such other financing. At any time after March 31, 2003, Borrower may obtain financing and grant liens with respect to any of Borrower's unpledged Notes Receivable in an amount not to exceed twenty million dollars ($20,000,000.00), without Agent's consent, provided that: (i) no Default or Event of Default has occurred; (ii) and such financing does not result in (x) Borrower's failure to substantially adhere to the Business Plan or (y) an Event of Default; and (iii) Agent may require advances to be funded from the Revolving Loan Component prior to advances from such other financing. At any time after March 31, 2003, if Borrower wishes to obtain financing in excess of twenty million dollars ($20,000,000.00) which will be secured by any of Borrower's unpledged Notes Receivable, Borrower will obtain Agent's written consent, which consent will not be unreasonably withheld. Borrower may obtain unsecured financing provided: (i) Borrower provides prior written notice to Agent setting forth the terms and conditions thereof; (ii) Agent is provided a copy of the loan documents thereof; and (iii) such financing does not result in Borrower's inability to substantially adhere to the Business Plan, as determined by Agent in its sole and absolute discretion.

Limitation on Other Debt, Further Encumbrances. Borrower will not obtain financing and grant liens with respect to the Collateral or any of its other assets or property, except as hereafter provided. Prior to March 31, 2003, Borrower will not obtain financing and grant liens with respect to any of Borrower's unpledged Notes Receivable, except as provided in this Agreement, the Additional Credit Facility, the Tranche C Facility, the Inventory Loan, the Heller Facility, Existing Credit Facilities and the Sovereign Facility, without the AgentLender's priox xxxxten prior written consent, which consent will not be unreasonably withheld. As a condition to such consent, Agent Lender may require that all proceeds of such financing be applied in repayment of the Loan as provided in Section 2.4 2.3(a) hereof so as to reduce or in repayment of the Effective Advance Rate, and may require advances to be funded from Additional Credit Facility or the Revolving Loan Component prior to advances from such other financingExisting Credit Facilities. At any time after March 31, 2003, Borrower may obtain financing and grant liens with respect to any of Borrower's unpledged Notes Receivable in an amount not to exceed twenty million dollars ($20,000,000.00), without AgentLender's consent, consent provided that: (i) no Default or Event of Default has occurred; (ii) and such financing does not result in (x) Borrower's failure to substantially adhere to the Business Plan or (y) an Event of Default; and (iii) Agent Lender may require advances to be funded from the Revolving Loan Component of the Additional Credit Facility or the Existing Credit Facilities prior to advances from such other financing. At any time after March 31, 2003, if Borrower wishes to obtain financing in excess of twenty million dollars ($20,000,000.00) which will be secured by any of Borrower's unpledged Notes Receivable, Borrower will obtain AgentLender's written consent, which consent will not be unreasonably withheld. Borrower may obtain unsecured financing provided: (i) Borrower provides prior written notice to Agent Lender setting forth the terms and conditions thereof; (ii) Agent Lender is provided a copy of the loan documents thereof; and (iii) such financing does not result in Borrower's inability to substantially adhere to the Business Plan, as determined by Agent Lender in its sole and absolute discretion.

Limitation on Other Debt, Further Encumbrances. Borrower will not obtain financing and grant liens with respect to the Collateral or any of its other assets or property, except as hereafter provided. Prior to March 31, 2003, Borrower will not obtain financing and grant liens with respect to any of Borrower's unpledged Notes Receivable, except as provided in this Agreement, the Additional Credit Facility, the Tranche C Facility, the Inventory LoanExisting Credit Facilities, the Heller Facility, Facility and the Sovereign Facility, without the AgentLender's priox xxxxten consent, which consent will not be unreasonably withheld. As a condition to such consent, Agent Lender may require that all proceeds of such financing be applied in repayment of the Loan as provided in Section 2.4 2.3(a) hereof so as to reduce or in repayment of the Effective Advance Rate, and may require advances to be funded from Additional Credit Facility or the Revolving Loan Component prior to advances from such other financingExisting Credit Facilities. At any time after March 31, 2003, Borrower may obtain financing and grant liens with respect to any of Borrower's unpledged Notes Receivable in an amount not to exceed twenty million dollars ($20,000,000.00), without AgentLender's consent, consent provided that: (i) no Default or Event of Default has occurred; (ii) and such financing does not result in (x) Borrower's failure to substantially adhere to the Business Plan or (y) an Event of Default; and (iii) Agent Lender may require advances to be funded from the Revolving Loan Component of the Additional Credit Facility or the Existing Credit Facilities prior to advances from such other financing. At any time after March 31, 2003, if Borrower wishes to obtain financing in excess of twenty million dollars ($20,000,000.00) which will be secured by any of Borrower's unpledged Notes Receivable, Borrower will obtain AgentLender's written consent, which consent will not be unreasonably withheld. Borrower may obtain unsecured financing provided: (i) Borrower provides prior written notice to Agent Lender setting forth the terms and conditions thereof; (ii) Agent Lender is provided a copy of the loan documents thereof; and (iii) such financing does not result in Borrower's inability to substantially adhere to the Business Plan, as determined by Agent Lender in its sole and absolute discretion.

Limitation on Other Debt, Further Encumbrances. Borrower will not obtain financing and grant liens with respect to the Collateral or any of its other assets or property, except as hereafter provided. Prior to March 31, 2003, Borrower will not obtain financing and grant liens with respect to any of Borrower's unpledged Notes Receivable, except as provided in this Agreement, the Additional Existing Credit Facility, the Tranche C FacilityFacilities, the Inventory Loan, the Heller Facility, and the Sovereign Facility, without the AgentLender's priox xxxxten prixx xxxtten consent, which consent will not be unreasonably withheld. As a condition to such consent, Agent Lender may require that all proceeds of such financing be applied in repayment of the Loan as provided in Section 2.4 hereof so as to reduce the Effective Advance Rate, and may require advances to be funded from the Revolving Loan Component prior to advances from such other financing. At any time after March 31, 2003, Borrower may obtain financing and grant liens with respect to any of Borrower's unpledged Notes Receivable in an amount not to exceed twenty million dollars ($20,000,000.00), without AgentLender's consent, consent provided that: (i) no Default or Event of Default has occurred; (ii) and such financing does not result in (x) Borrower's failure to substantially adhere to the Business Plan or (y) an Event of Default; and (iii) Agent Lender may require advances to be funded from the Revolving Loan Component prior to advances from such other financing. At any time after March 31, 2003, if Borrower wishes to obtain financing in excess of twenty million dollars ($20,000,000.00) which will be secured by any of Borrower's unpledged Notes Receivable, Borrower will obtain AgentLender's written consent, which consent will not be unreasonably withheld. Borrower may obtain unsecured financing provided: (i) Borrower provides prior written notice to Agent Lender setting forth the terms and conditions thereof; (ii) Agent Lender is provided a copy of the loan documents thereof; and (iii) such financing does not result in Borrower's inability to substantially adhere to the Business Plan, as determined by Agent Lender in its sole and absolute discretion."

Limitation on Other Debt, Further Encumbrances. Borrower will not obtain financing and grant liens with respect to the Collateral or any of its other assets or property, except as hereafter provided. Prior to March 31, 2003, Borrower will not obtain financing and grant liens with respect to any of Borrower's unpledged Notes Receivable, except as provided in this Agreement, the Additional Credit Facility, the Tranche C Facility, the Inventory Loan, the Heller Facility, and the Sovereign Facility, without the Agent's priox xxxxten consent, which consent will not be unreasonably withheld. As a condition to such consent, Agent may require that all proceeds of such financing be applied in repayment of the Loan as provided in Section 2.4 hereof so as to reduce the Effective Advance Rate, and may require advances to be funded from the Revolving Loan Component prior to advances from such other financing. At any time after March 31, 2003, Borrower may obtain financing and grant liens with respect to any of Borrower's unpledged Notes Receivable in an amount not to exceed twenty million dollars ($20,000,000.00), without Agent's consent, consent provided that: (i) no Default or Event of Default has occurred; (ii) and such financing does not result in (x) Borrower's failure to substantially adhere to the Business Plan or (y) an Event of Default; and (iii) Agent may require advances to be funded from the Revolving Loan Component prior to advances from such other financing. At any time after March 31, 2003, if Borrower wishes to obtain financing in excess of twenty million dollars ($20,000,000.00) which will be secured by any of Borrower's unpledged Notes Receivable, Borrower will obtain Agent's written consent, which consent will not be unreasonably withheld. Borrower may obtain unsecured financing provided: (i) Borrower provides prior written notice to Agent setting forth the terms and conditions thereof; (ii) Agent is provided a copy of the loan documents thereof; and (iii) such financing does not result in Borrower's inability to substantially adhere to the Business Plan, as determined by Agent in its sole and absolute discretion.