Common use of Permitted Indebtedness Clause in Contracts

Permitted Indebtedness. Borrower and its Subsidiaries shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, “Permitted Indebtedness”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2 of the Disclosure Letter, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v) of the Disclosure Letter, provided that the aggregate amount thereof outstanding at any time shall not exceed $250,000 without the prior written consent of Lender, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender’s rights and in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 60 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower’s independent accountants shall have been reserved; (vi) obligations under reimbursement agreements (in form reasonably acceptable to Lender) with banks that issue letters of credit for the Borrower’s account not to exceed $1,000,000 at any time outstanding secured only by Liens in cash pledged to such banks; ;and

Appears in 1 contract

Sources: Revolving Credit and Term Loan Agreement (Access Worldwide Communications Inc)

Permitted Indebtedness. Borrower and its Subsidiaries shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, “Permitted Indebtedness”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2 of the Disclosure Letter7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v) of the Disclosure Letter), provided that the aggregate amount thereof of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $250,000 without the prior written consent of Lender250,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender’s rights and pursuant to a subordination agreement in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 180 calendar days from the billing date or more than 60 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless (A) Borrower and such trade creditors have agreed on payment terms that permit longer time periods or (B) the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower’s independent accountants shall have been reserved; (vi) obligations under reimbursement agreements borrowings incurred in the ordinary course of business and not exceeding $100,000 individually or in the aggregate outstanding at any one time (excluding trade payables in the ordinary course of business), provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender’s rights pursuant to a subordination agreement in form reasonably acceptable and substance satisfactory to Lender; (vii) with banks that issue letters of credit for Permitted Subordinated Debt; and (viii) any payments due and other reasonable costs contemplated under the Borrower’s account Acquisition Agreement, as more fully described on Schedule 7.6 (“Permitted Acquisition Payments”), and not to exceed $1,000,000 at the amounts set forth on Schedule 7.6. Borrower shall not make prepayments on any time outstanding secured only existing or future Indebtedness to any Person other than to Lender or to the extent specifically permitted by Liens in cash pledged to such banks; ;andthis Agreement or any subsequent agreement between Borrower and Lender.

Appears in 1 contract

Sources: Credit and Security Agreement (Ventures National Inc)

Permitted Indebtedness. Borrower and its Subsidiaries shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, “Permitted Indebtedness”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2 of the Disclosure Letter7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v) of the Disclosure Letter), provided that the aggregate amount thereof outstanding at any time shall not exceed $250,000 without the prior written consent of Lender, 2,500,000 (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender’s rights and in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 60 90 days from the due datedate through September 30, 2005, more than 75 days from the due date through December 31, 2005, and more than 60 days at all times thereafter, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower’s independent accountants shall have been reserved; and (vi) obligations under reimbursement agreements (borrowings incurred in the ordinary course of business and not exceeding $100,000 individually or $500,000 in the aggregate outstanding at any one time; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender’s rights and in form reasonably acceptable and substance satisfactory to Lender) with banks that issue letters of credit for . Borrower shall not make prepayments on any existing or future Indebtedness to any Person other than to Lender or to the Borrower’s account not to exceed $1,000,000 at extent specifically permitted by this Agreement or any time outstanding secured only by Liens in cash pledged to such banks; ;andsubsequent agreement between Borrower and Lender).

Appears in 1 contract

Sources: Revolving Credit, Term Loan and Security Agreement (Teltronics Inc)

Permitted Indebtedness. Borrower and its Subsidiaries Obligors shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "Permitted Indebtedness"): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2 of the Disclosure Letter7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v) of the Disclosure Letter), provided that the aggregate amount thereof of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $250,000 without the prior written consent of Lender50,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender’s 's rights and pursuant to a subordination agreement in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 60 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower’s Obligors' independent accountants shall have been reserved; (vi) obligations under reimbursement agreements (borrowings incurred in the ordinary course of business and not exceeding $25,000 individually or in the aggregate outstanding at any one time, provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form reasonably acceptable and substance satisfactory to Lender ; and (vii) Permitted Subordinated Debt. Obligors shall not make prepayments on any existing or future Indebtedness to any Person other than (i) to Lender, (ii) with banks that issue letters of credit for to the Borrower’s account not extent permitted by the Subordination Agreement, or (iii) to exceed $1,000,000 at the extent specifically permitted by this Agreement or any time outstanding secured only by Liens in cash pledged to such banks; ;andsubsequent agreement between Obligors and Lender.

Appears in 1 contract

Sources: Revolving Credit, Term Loan and Security Agreement (Sunset Brands Inc)

Permitted Indebtedness. No Borrower and its Subsidiaries or Guarantor shall not create, incur, assume or suffer to exist (or permit any of its Subsidiaries to create, incur, assume or suffer to exist) any Indebtedness, except the following (collectively, "Permitted Indebtedness"): (i) Indebtedness under the Loan DocumentsDocuments and under the Pivotal Seller Notes in accordance with the is Agreement, (ii) any Indebtedness set forth on Schedule 7.2 of the Disclosure Letter7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v) of the Disclosure Letter), provided that the aggregate amount thereof outstanding at any time shall not exceed $250,000 without the prior written consent of Lender75,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender’s 's rights and in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 60 thirty (30) days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower’s 's independent accountants shall have been reserved; (vi) obligations under reimbursement agreements (in form reasonably acceptable to Lender) with banks that issue letters of credit for the Borrower’s account not to exceed $1,000,000 at any time outstanding secured only by Liens in cash pledged to such banks; ;and

Appears in 1 contract

Sources: Revolving Credit, Term Loan and Security Agreement (PHC Inc /Ma/)

Permitted Indebtedness. Borrower and its Subsidiaries shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, “Permitted Indebtedness”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2 of the Disclosure Letter7.2, (iii) the incurrence by Borrower of additional unsecured Indebtedness and letters of credit in an aggregate principal amount at any one time outstanding under this clause (iii) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of Borrower thereunder) not to exceed $10,000,000 plus the aggregate amount of all repayments, optional or mandatory, of the principal of any Indebtedness set forth on Schedule 7.2 (other than repayments that are concurrently reborrowed), (iv) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to that is secured by purchase money Liens permitted in connection with the purchase by Section 7.3(v) Borrower of equipment in the Disclosure Letternormal course of business, provided that the aggregate amount thereof outstanding at any time shall not exceed $250,000 without the prior written consent of Lender1,000,000, (ivv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender’s rights and in form and substance satisfactory to Lender; (vvi) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 one hundred twenty (120) calendar days from the billing date or more than 60 thirty (30) days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower’s independent accountants shall have been reserved; and (vivii) obligations under reimbursement agreements (in form reasonably acceptable to Lender) with banks that issue letters of credit for the Borrower’s account not to exceed $1,000,000 at any time outstanding secured only by Liens in cash pledged to such banks; ;andPermitted Refinancing Indebtedness.

Appears in 1 contract

Sources: Revolving Credit and Security Agreement (Women First Healthcare Inc)

Permitted Indebtedness. Borrower and its Subsidiaries No Credit Party shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, “Permitted Indebtedness”): ), each category of which is cumulative to all other categories: (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2 of to the Disclosure LetterSchedule, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v) of the Disclosure Letter), provided that the aggregate amount thereof of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $250,000 without the prior written consent of Lender250,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender’s rights and pursuant to a subordination agreement in form and substance reasonably satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 60 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower’s the Credit Parties’ independent accountants shall have been reserved; and (vi) obligations under reimbursement agreements (borrowings incurred in the ordinary course of business and not exceeding $25,000 individually or in the aggregate outstanding at any one time, provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender’s rights pursuant to a subordination agreement in form and substance reasonably acceptable satisfactory to Lender) with banks that issue letters of credit for the Borrower’s account not to exceed $1,000,000 at any time outstanding secured only by Liens in cash pledged to such banks; ;andand (vii)

Appears in 1 contract

Sources: Revolving Credit and Security Agreement (Rita Medical Systems Inc)

Permitted Indebtedness. Borrower and its Subsidiaries shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, “Permitted Indebtedness”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2 of the Disclosure Letter7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v) of the Disclosure Letter), provided that the aggregate amount thereof of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $250,000 without the prior written consent of Lender25,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender’s rights and pursuant to a subordination agreement in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 60 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower’s independent accountants shall have been reserved; (vi) obligations under reimbursement agreements (borrowings incurred in the ordinary course of business and not exceeding $10,000 individually or in the aggregate outstanding at any one time, provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender’s rights pursuant to a subordination agreement in form reasonably acceptable and substance satisfactory to Lender) with banks that issue letters of credit for the Borrower’s account not to exceed $1,000,000 at any time outstanding secured only by Liens in cash pledged to such banks; ;andand (vii)

Appears in 1 contract

Sources: Revolving Credit and Security Agreement (Derma Sciences, Inc.)

Permitted Indebtedness. Borrower and its Subsidiaries shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "Permitted Indebtedness"): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2 of the Disclosure Letter7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v) of the Disclosure Letter), provided that the aggregate amount thereof outstanding at any time shall not exceed $250,000 without the prior written consent of Lender2,500,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender’s 's rights and in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 60 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower’s 's independent accountants shall have been reserved; (vi) obligations under reimbursement agreements (borrowings incurred in the ordinary course of business and not exceeding $25,000 individually or in the aggregate outstanding at any one time; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights and in form reasonably acceptable and substance satisfactory to Lender; and (vii) Permitted Subordinated Debt which can be repaid with banks that issue letters of credit for respect to any Foreign Subsidiary, unless prohibited by this Agreement or any other Loan Document. Borrower shall not make prepayments on any existing or future Indebtedness to any Person other than to Lender or to the Borrower’s account not to exceed $1,000,000 at extent specifically permitted by this Agreement or any time outstanding secured only by Liens in cash pledged to such banks; ;andsubsequent agreement between Borrower and Lender).

Appears in 1 contract

Sources: Revolving Credit and Security Agreement (Synavant Inc)

Permitted Indebtedness. Borrower and its Subsidiaries shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, “Permitted Indebtedness”"PERMITTED INDEBTEDNESS"): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2 of the Disclosure Letter7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v) of the Disclosure Letter), provided that the aggregate amount thereof of Capitalized Lease Obligations outstanding at any time shall not exceed $250,000 without 1,000,000 during the prior written consent one year period from and after the date hereof and shall not exceed $1,500,000 during the two year period from and after the first anniversary of Lenderthe date hereof, (iv) Indebtedness in connection with advances made by a stockholder or an Affiliate in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender’s 's rights and in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 60 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower’s 's independent accountants shall have been reserved; (vi) obligations under reimbursement agreements ordinary course of business operating leases; (vii) Indebtedness for loans made to Borrower by Affiliates to be used in connection with the Stock Repurchase, provided, however, that any such loans shall provide only for interest payments during the Term and the interest rate shall be not more than five percent; (viii) Indebtedness in connection with any loans against the cash surrender value of key man life insurance policies; (ix) borrowings incurred in the ordinary course of business and not exceeding $25,000 individually or in the aggregate outstanding at any one time; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights and in form reasonably acceptable and substance satisfactory to Lender, and (x) with banks that issue letters any Indebtedness arising from or related to a catastrophic event, including, without limitation, fire or natural disaster. Borrower shall not make prepayments on any existing or future Indebtedness to any Person other than to Lender or to the extent specifically permitted by this Agreement or any subsequent agreement between Borrower and Lender in excess of credit for $50,000 individually or $150,000 in the Borrower’s account not to exceed $1,000,000 at any time outstanding secured only by Liens in cash pledged to such banks; ;andaggregate through the Term).

Appears in 1 contract

Sources: Revolving Credit, Term Loan and Security Agreement (Coast Dental Services Inc)

Permitted Indebtedness. Borrower and its Subsidiaries Purchaser shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, “Permitted Indebtedness”): (i) Indebtedness under the Loan Acquisition Documents, (ii) any Indebtedness set forth on Schedule 7.2 of the Disclosure Letter7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v) of the Disclosure Letter), provided that the aggregate amount thereof of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $250,000 without the prior written consent of Lender75,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of LenderSeller’s rights and pursuant to a subordination agreement in form and substance satisfactory to LenderSeller; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 60 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by BorrowerPurchaser’s independent accountants shall have been reserved; (vi) obligations under reimbursement agreements (borrowings incurred in the ordinary course of business and not exceeding $40,000 individually or in the aggregate outstanding at any one time, provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Seller’s rights pursuant to a subordination agreement in form reasonably acceptable and substance satisfactory to LenderSeller; and (vii) Permitted Subordinated Debt and (viii) Indebtedness under the Credit Agreement. Purchaser shall not make prepayments on any existing or future Indebtedness to any Person other than (i) to Capital Source in accordance with banks that issue letters the terms of credit for the Borrower’s account not Credit Agreement, (ii) to exceed $1,000,000 at Seller subject to the terms of the Master Subordination Agreement, or (iii) to the Debenture Holder subject to the terms of the Junior Subordination Agreement or (iv) to the extent specifically permitted by this Agreement or any time outstanding secured only by Liens in cash pledged to such banks; ;andsubsequent agreement between Purchaser and Seller.

Appears in 1 contract

Sources: Security Agreement (Ibf Vi Guaranteed Income Fund)

Permitted Indebtedness. Borrower and its Subsidiaries shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, “Permitted Indebtedness”): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2 of the Disclosure Letter7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v) of the Disclosure Letter), provided that the aggregate amount thereof of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $250,000 without the prior written consent of Lender250,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender’s rights and pursuant to a subordination agreement in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 60 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower’s independent accountants shall have been reserved; (vi) obligations under reimbursement agreements (borrowings incurred in the ordinary course of business and not exceeding $10,000 individually or in the aggregate outstanding at any one time; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender’s rights pursuant to a subordination agreement in form reasonably acceptable and substance satisfactory to Lender; (vii) with banks intercompany Indebtedness among Borrowers only, provided that issue letters each Borrower remains Solvent after giving effect thereto; (viii) Permitted Subordinated Debt; and (ix) financing of credit for insurance premiums of Borrower which Indebtedness is unsecured and less than $2,500,000 at all times. Borrower shall not make prepayments on any existing or future Indebtedness to any Person other than to Lender or to the Borrower’s account not to exceed $1,000,000 at extent specifically permitted by this Agreement, the terms of any time outstanding secured only by Liens in cash pledged to such banks; ;andapplicable Subordination Agreement or any subsequent agreement between Borrower and Lender).

Appears in 1 contract

Sources: Revolving Credit and Term Loan Agreement (World Health Alternatives Inc)