Restriction on Future Indebtedness with Aegis. Without the prior written consent of the Bigger-District Creditors (provided, however, that the consent of the Bigger-District Creditors will not be required at any time when all of the following two (2) conditions are met: (1) the A&R Bigger-District Notes have been Paid in Full in their entirety and (2) the aggregate principal amount outstanding under the A&R Bigger-District Unsecured Notes is less than $3,631,578), (1) no Obligor will issue to Aegis nor any Affiliate thereof, any additional indebtedness beyond the aggregate amount of Aegis Debt outstanding as of the Effective Date (provided, for the avoidance of doubt, the principal amount of the A&R Aegis Note shall in no event be permitted to exceed $2,763,291 in the aggregate at any time and further provided, for the avoidance of doubt, that any fees, interest, or other obligations that become due or payable pursuant to the terms of any Aegis Note Document as in effect on the Effective Date shall not be deemed an issuance of “additional indebtedness” for purposes of this Section 11(a)(ii)), (2) no Obligor will grant any additional Lien as security for the Aegis Debt or any other indebtedness owing by any Obligor to Aegis or any Affiliate thereof beyond those Liens granted as of the date of this Agreement pursuant to the Aegis Note Documents as in effect on the Effective Date, and (3) neither Aegis nor any Affiliate thereof will accept any such issuance of additional indebtedness by any Obligor or the grant of any such additional Lien or enter into any agreement to effect the same. Aegis and each of the Obligors agree and acknowledge that any issuance by any Obligor of any indebtedness to Aegis or any Affiliate thereof and/or any grant by any Obligor of any Lien to Aegis or any Affiliate thereof in violation of the terms of this Section 11(a)(ii) shall be void ab initio and have no force or effect.
