Common use of Restrictions on Indebtedness Clause in Contracts

Restrictions on Indebtedness. Create, incur, suffer or permit to exist, or assume or guarantee, either directly or indirectly, or otherwise become or remain liable with respect to, any Indebtedness, except the following: (a) Indebtedness on account of Consolidated Current Liabilities (other than for money borrowed) incurred in the normal and ordinary course of business. (b) Indebtedness in respect of (i) taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment thereof shall not at the time be required to be made in accordance with the provisions of Section 8.2 hereof, (ii) judgments or awards which have been in force for less than the applicable appeal period so long as execution is not levied thereunder or in respect of which the Company or any Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review in a manner reasonably satisfactory to the Bank and in respect of which a stay of execution shall have been obtained pending such appeal or review and for which adequate reserves have been established in accordance with Generally Accepted Accounting Principles, and (iii) endorsements made in connection with the deposit of items for credit or collection in the ordinary course of business. (c) Indebtedness in an amount not to exceed in the aggregate $100,000 in respect of purchase money security interests permitted under Section 9.2(b) hereof. (d) Indebtedness to the Bank. (e) Indebtedness under Interest Rate Protection Agreements upon terms satisfactory to the Bank. (f) Indebtedness reflected in the SC Licensing Note.

Restrictions on Indebtedness. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, create, incur, suffer assume, guarantee or permit to exist, or assume or guarantee, either directly or indirectly, or otherwise become be or remain liable liable, contingently or otherwise, with respect to, to any Indebtedness, except the followingIndebtedness other than: (a) Indebtedness on account to the Banks arising under any of Consolidated Current Liabilities the Loan Documents; (other than for money borrowedb) current liabilities of the Borrower or its Subsidiaries incurred in the normal and ordinary course of business.business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (bc) Indebtedness in respect of (i) taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment thereof therefor shall not at the time be required to be made in accordance with the provisions of Section 8.2 hereof, 7.8; (iid) Indebtedness in respect of judgments or awards which that have been in force for less than the applicable period for taking an appeal period so long as execution is not levied thereunder or in respect of which the Company or any Subsidiary Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review in a manner reasonably satisfactory to the Bank and in respect of which a stay of execution shall have been obtained pending such appeal or review and for which adequate reserves have been established in accordance with Generally Accepted Accounting Principles, and review; (iiie) endorsements made for collection, deposit or negotiation and warranties of products or services, in connection with the deposit of items for credit or collection each case incurred in the ordinary course of business. (c) Indebtedness in an amount not to exceed in the aggregate $100,000 in respect of purchase money security interests permitted under Section 9.2(b) hereof. (d) Indebtedness to the Bank. (e) Indebtedness under Interest Rate Protection Agreements upon terms satisfactory to the Bank.; (f) Indebtedness reflected in the SC Licensing Note.respect of reverse repurchase agreements having a term of not more than 180 days with respect to Investments described in Section 8.3(d) or (e);

Restrictions on Indebtedness. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, create, incur, suffer assume, guarantee or permit to exist, or assume or guarantee, either directly or indirectly, or otherwise become or remain liable liable, contingently or otherwise, with respect to, any Indebtedness, except the followingto Indebtedness other than: (a) Indebtedness on account to the Banks and the Agent arising under any of Consolidated Current Liabilities the Loan Documents; (other than for money borrowedb) current liabilities of the Borrower or such Subsidiary incurred in the normal and ordinary course of business.business not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (bc) Indebtedness in respect of (i) taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment thereof therefor shall not at the time be required to be made in accordance with the provisions of Section 8.2 5.8 hereof, ; (iid) Indebtedness in respect of judgments or awards which that have been in force for less than the applicable period for taking an appeal period so long as execution is not levied thereunder or in respect of which the Company Borrower or any such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review in a manner reasonably satisfactory to the Bank and in respect of which a stay of execution shall have been obtained pending such appeal or review and for which adequate reserves have been established in accordance with Generally Accepted Accounting Principles, and review; (iiie) endorsements made for collection, deposit or negotiation and warranties of products or services, in connection with the deposit of items for credit or collection each case incurred in the ordinary course of business. (c) Indebtedness in an amount not to exceed in the aggregate $100,000 in respect of purchase money security interests permitted under Section 9.2(b) hereof. (d) Indebtedness to the Bank. (e) Indebtedness under Interest Rate Protection Agreements upon terms satisfactory to the Bank.; (f) Indebtedness reflected in respect of documentary letters of credit issued in the SC Licensing Note.ordinary course of business;

Restrictions on Indebtedness. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, create, incur, suffer assume, guarantee or permit to exist, or assume or guarantee, either directly or indirectly, or otherwise become or remain liable liable, contingently or otherwise, with respect to, any Indebtedness, except the followingto Indebtedness other than: (a) Indebtedness on account to the Banks and the Agent arising under any of Consolidated Current Liabilities the Loan Documents; (other than for money borrowedb) current liabilities of the Borrower or such Subsidiary incurred in the normal and ordinary course of business.business not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (bc) Indebtedness in respect of (i) taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment thereof therefor shall not at the time be required to be made in accordance with the provisions of Section 8.2 ss.6.8 hereof, ; (iid) Indebtedness in respect of judgments or awards which that have been in force for less than the applicable period for taking an appeal period so long as execution is not levied thereunder or in respect of which the Company Borrower or any such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review in a manner reasonably satisfactory to the Bank and in respect of which a stay of execution shall have been obtained pending such appeal or review and for which adequate reserves have been established in accordance with Generally Accepted Accounting Principles, and review; (iiie) endorsements made for collection, deposit or negotiation and warranties of products or services, in connection with the deposit of items for credit or collection each case incurred in the ordinary course of business. (c) Indebtedness in an amount not to exceed in the aggregate $100,000 in respect of purchase money security interests permitted under Section 9.2(b) hereof. (d) Indebtedness to the Bank. (e) Indebtedness under Interest Rate Protection Agreements upon terms satisfactory to the Bank.; (f) Indebtedness reflected in respect of documentary letters of credit issued in the SC Licensing Note.ordinary course of business;

Restrictions on Indebtedness. Create, incur, suffer or permit ---------------------------- to exist, or assume or guaranteeguaranty, either directly or indirectly, or otherwise become or remain liable with respect to, any Indebtedness, except the following: (a) Indebtedness on account of Consolidated Current Liabilities (other than for money borrowed) incurred in the normal and ordinary course of business. (b) Indebtedness in respect of (i) taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment thereof shall not at the time be required to be made in accordance with the provisions of Section 8.2 hereof, (ii) judgments or awards which have been in force for less than the applicable appeal period so long as execution is not levied thereunder or in respect of which the Company Parent or any Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review in a manner reasonably satisfactory to the Bank and in respect of which a stay of execution shall have been obtained pending such appeal or review and for which adequate reserves have been established in accordance with Generally Accepted Accounting Principlesgenerally accepted accounting principles, and (iii) endorsements made in connection with the deposit of items for credit or collection in the ordinary course of business. (c) Indebtedness in an amount not to exceed in the aggregate (i) $100,000 in respect of purchase money security interests permitted under Section 9.2(b) hereof and (ii) $500,000 in respect of a purchase money security interest in a new computer system permitted under Section 9.2(b) hereof. (d) Indebtedness to the Bank. (e) Indebtedness under Interest Rate Protection Agreements upon terms satisfactory the Domestic Credit Agreement to the Bank. (f) Indebtedness reflected in the SC Licensing Note.

Restrictions on Indebtedness. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, create, incur, suffer assume, guarantee or permit to exist, or assume or guarantee, either directly or indirectly, or otherwise become be or remain liable liable, contingently or otherwise, with respect to, to any Indebtedness, except the followingIndebtedness other than: (a) Indebtedness on account to the Lenders arising under any of Consolidated Current Liabilities the Loan Documents; (other than for money borrowedb) current liabilities of the Borrower or its Subsidiaries incurred in the normal and ordinary course of business.business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (bc) Indebtedness in respect of (i) taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment thereof therefor shall not at the time be required to be made in accordance with the provisions of Section 8.2 hereof, 7.8; (iid) Indebtedness in respect of judgments or awards which that have been in force for less than the applicable period for taking an appeal period so long as execution is not levied thereunder or in respect of which the Company Borrower or any the relevant Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review in a manner reasonably satisfactory to the Bank and in respect of which a stay of execution shall have been obtained pending such appeal or review and for which adequate reserves have been established in accordance with Generally Accepted Accounting Principles, and review; (iiie) endorsements made for collection, deposit or negotiation and warranties of products or services, in connection with the deposit of items for credit or collection each case incurred in the ordinary course of business. (c) Indebtedness in an amount not to exceed in the aggregate $100,000 in respect of purchase money security interests permitted under Section 9.2(b) hereof. (d) Indebtedness to the Bank. (e) Indebtedness under Interest Rate Protection Agreements upon terms satisfactory to the Bank. (f) Indebtedness reflected in the SC Licensing Note.; and

Restrictions on Indebtedness. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, create, incur, suffer assume, guarantee or permit to exist, or assume or guarantee, either directly or indirectly, or otherwise become be or remain liable liable, contingently or otherwise, with respect to, to any Indebtedness, except the followingIndebtedness other than: (a) Indebtedness on account to the Banks arising under any of Consolidated Current Liabilities the Loan Documents, and Indebtedness and obligations in respect of the Interest Rate Contract required pursuant to ss.7.13; (other than for money borrowedb) current liabilities of the Borrower or its Subsidiaries incurred in the normal and ordinary course of business.business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (bc) Indebtedness in respect of (i) taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment thereof therefor shall not at the time be required to be made in accordance with the provisions of Section 8.2 hereof, ss.7.7; (iid) Indebtedness in respect of judgments or awards which that have been in force for less than the applicable period for taking an appeal period so long as execution is not levied thereunder or in respect of which the Company or any Subsidiary Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review in a manner reasonably satisfactory to the Bank and in respect of which a stay of execution shall have been obtained pending such appeal or review and for which adequate reserves have been established in accordance with Generally Accepted Accounting Principles, and review; (iiie) endorsements made for collection, deposit or negotiation and warranties of products or services, in connection with the deposit of items for credit or collection each case incurred in the ordinary course of business. (c) Indebtedness in an amount not to exceed in the aggregate $100,000 in respect of purchase money security interests permitted under Section 9.2(b) hereof. (d) Indebtedness to the Bank. (e) Indebtedness under Interest Rate Protection Agreements upon terms satisfactory to the Bank.; (f) Permitted Indebtedness; and (g) Indebtedness reflected in the SC Licensing Noterespect of reverse repurchase agreements having a term of not more than 180 days with respect to Investments described in ss.8.3(a)(iv) or (v).

Restrictions on Indebtedness. CreateEach of AmeriKing, Holdings and the ------------ -- ------------ Borrower will not, and will not permit any of its Subsidiaries to, create, incur, suffer assume, guarantee or permit to exist, or assume or guarantee, either directly or indirectly, or otherwise become be or remain liable liable, contingently or otherwise, with respect to, to any Indebtedness, except the followingIndebtedness other than: (a) Indebtedness on account to the Banks and the Agent arising under any of Consolidated Current Liabilities the Revolver Loan Documents; (other than for money borrowedb) current liabilities of AmeriKing, Holdings, the Borrower or such Subsidiary incurred in the normal and ordinary course of business.business not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (bc) Indebtedness in respect of (i) taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment thereof therefor shall not at the time be required to be made in accordance with the provisions of Section 8.2 hereof, (iiS)8.8; (d) Indebtedness in respect of judgments or awards which that have been in force for less than the applicable period for taking an appeal period so long as execution is not levied thereunder and AmeriKing, Holdings, the Borrower or in respect of which the Company or any such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review in a manner reasonably satisfactory to the Bank and in respect of which a stay of execution shall have been obtained pending such appeal or review and for which adequate reserves have been established in accordance with Generally Accepted Accounting Principles, and review; (iiie) endorsements made for collection, deposit or negotiation and warranties of products or services, in connection with the deposit of items for credit or collection each case incurred in the ordinary course of business. (c) Indebtedness in an amount not to exceed in the aggregate $100,000 in respect of purchase money security interests permitted under Section 9.2(b) hereof. (d) Indebtedness to the Bank. (e) Indebtedness under Interest Rate Protection Agreements upon terms satisfactory to the Bank. (f) Indebtedness reflected in the SC Licensing Note.;

Restrictions on Indebtedness. CreateThe Borrower will not, and the Borrower will not permit any of the Related Companies or any Controlled Unconsolidated Entity to create, incur, suffer assume, guarantee or permit to exist, or assume or guarantee, either directly or indirectly, or otherwise become or remain liable liable, contingently or otherwise, with respect to, to any Indebtedness, except the followingIndebtedness other than: (a) Indebtedness on account to the Lenders arising under the Revolving Credit Agreement or under any of Consolidated Current Liabilities the Loan Documents; (other than for money borrowedb) current liabilities of the Borrower incurred in the normal and ordinary course of business.business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (bc) Indebtedness in respect of (i) taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment thereof therefor shall not at the time be required to be made in accordance with the provisions of Section 8.2 hereof, ss.7.8; (iid) Indebtedness in respect of judgments or awards which that have been in force for less than the applicable period for taking an appeal period so long as execution is not levied thereunder or in respect of which the Company or any Subsidiary Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review in a manner reasonably satisfactory to the Bank and in respect of which a stay of execution shall have been obtained pending such appeal or review and for which adequate reserves have been established in accordance with Generally Accepted Accounting Principles, and review; (iiie) endorsements made for collection, deposit or negotiation and warranties of products or services, in connection with the deposit of items for credit or collection each case incurred in the ordinary course of business. (c) Indebtedness in an amount not to exceed in the aggregate $100,000 in respect of purchase money security interests permitted under Section 9.2(b) hereof. (d) Indebtedness to the Bank. (e) Indebtedness under Interest Rate Protection Agreements upon terms satisfactory to the Bank.; (f) Indebtedness reflected in of Borrower or the SC Licensing Note.Related Companies (other than the Mortgagors) to the extent the same does not create a violation of ss.9.3, ss.9.4

Restrictions on Indebtedness. CreateSubject to the provisions of Section 9, the Borrower will not, and will not permit any of its Subsidiaries to, create, incur, suffer assume, guarantee or permit to exist, or assume or guarantee, either directly or indirectly, or otherwise become be or remain liable liable, contingently or otherwise, with respect to, to any Indebtedness, except the followingIndebtedness other than: (a) 8.1.1. Indebtedness on account to the Banks arising under any of Consolidated the Loan Documents; 8.1.2. Current Liabilities (other than for money borrowed) liabilities of the Borrower or its Subsidiaries incurred in the normal and ordinary course of business.business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (b) 8.1.3. Indebtedness in respect of (i) taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment thereof therefor shall not at the time be required to be made in accordance with the provisions of Section 8.2 hereof, (ii) 7.8; 8.1.4. Indebtedness in respect of judgments or awards which that have been in force for less than the applicable period for taking an appeal period so long as execution is not levied thereunder or in respect of which the Company or any Subsidiary Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review in a manner reasonably satisfactory to the Bank and in respect of which a stay of execution shall have been obtained pending such appeal or review review; 8.1.5. Endorsements for collection, deposit or negotiation and for which adequate reserves have been established warranties of products or services, in accordance with Generally Accepted Accounting Principles, and (iii) endorsements made in connection with the deposit of items for credit or collection each case incurred in the ordinary course of business. (c) Indebtedness in an amount not to exceed in the aggregate $100,000 in respect of purchase money security interests permitted under Section 9.2(b) hereof. (d) Indebtedness to the Bank. (e) Indebtedness under Interest Rate Protection Agreements upon terms satisfactory to the Bank. (f) Indebtedness reflected in the SC Licensing Note.;

Restrictions on Indebtedness. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, create, incur, suffer assume, guarantee or permit to exist, or assume or guarantee, either directly or indirectly, or otherwise become be or remain liable liable, contingently or otherwise, with respect to, to any Indebtedness, except the followingIndebtedness other than: (a) Indebtedness on account to the Banks arising under any of Consolidated Current Liabilities the Loan Documents, and Indebtedness and obligations in respect of the Interest Rate Contract required pursuant to §7.13; (other than for money borrowedb) current liabilities of the Borrower or its Subsidiaries incurred in the normal and ordinary course of business.business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (bc) Indebtedness in respect of (i) taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment thereof therefor shall not at the time be required to be made in accordance with the provisions of Section 8.2 hereof, §7.7; (iid) Indebtedness in respect of judgments or awards which that have been in force for less than the applicable period for taking an appeal period so long as execution is not levied thereunder - 46 - or in respect of which the Company or any Subsidiary Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review in a manner reasonably satisfactory to the Bank and in respect of which a stay of execution shall have been obtained pending such appeal or review and for which adequate reserves have been established in accordance with Generally Accepted Accounting Principles, and review; (iiie) endorsements made for collection, deposit or negotiation and warranties of products or services, in connection with the deposit of items for credit or collection each case incurred in the ordinary course of business. (c) Indebtedness in an amount not to exceed in the aggregate $100,000 in respect of purchase money security interests permitted under Section 9.2(b) hereof. (d) Indebtedness to the Bank. (e) Indebtedness under Interest Rate Protection Agreements upon terms satisfactory to the Bank.; (f) subject to the provisions of §9, the Permitted Indebtedness reflected not to exceed $30,000,000 in the SC Licensing Noteaggregate at any time; and (g) Indebtedness in respect of reverse repurchase agreements having a term of not more than 180 days with respect to Investments described in §8.3(a)(iv) or (v).

Restrictions on Indebtedness. Create, incur, suffer or ---------------------------- permit to exist, or assume or guarantee, either directly or indirectly, or otherwise become or remain liable with respect to, any Indebtedness, except the following: (a) Indebtedness for borrowed money outstanding at the date of this Agreement as set forth on Schedule 5.13(a) but no refinancings thereof; ---------------- provided that all of such Indebtedness is paid in full on or before April 11, 1997. (b) Indebtedness on account of Consolidated Current Liabilities (other than for money borrowed) incurred in the normal and ordinary course of business. (bc) Indebtedness in respect of (i) taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment thereof shall not at the time be required to be made in accordance with the provisions of Section 8.2 hereof, (ii) judgments or awards which have been in force for less than the applicable appeal period so long as execution is not levied thereunder or in respect of which the Company or any Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review in a manner reasonably satisfactory to the Bank and in respect of which a stay of execution shall have been obtained pending such appeal or review and for which adequate reserves have been established in accordance with Generally Accepted Accounting Principlesgenerally accepted accounting principles, and (iii) endorsements made in connection with the deposit of items for credit or collection in the ordinary course of business. (cd) Indebtedness in an amount not to exceed in the aggregate (i) $100,000 in respect of purchase money security interests permitted under Section 9.2(b) hereof and (ii) $500,000 in respect of a purchase money security interest in a new computer system permitted under Section 9.2(b) hereof. (d) Indebtedness to the Bank. (e) Indebtedness under Interest Rate Protection Agreements upon terms satisfactory to the Bank. (f) Indebtedness reflected in the SC Licensing Note.

Restrictions on Indebtedness. CreateThe Borrower will not create, incur, suffer assume, guarantee or permit to exist, or assume or guarantee, either directly or indirectly, or otherwise become be or remain liable liable, contingently or otherwise, with respect to, to any Indebtedness, except the followingIndebtedness other than: (a) Indebtedness on account to the Banks arising under any of Consolidated Current Liabilities the Loan Documents; (other than for money borrowedb) current liabilities of the Borrower incurred in the normal and ordinary course of business.business and relating to the Mortgaged Property but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services relating to the Mortgaged Property; (bc) Indebtedness in respect of (i) taxes, assessments, governmental charges or levies and claims for labor, materials and supplies relating to the Mortgaged Property to the extent that payment thereof therefor shall not at the time be required to be made in accordance with the provisions of Section 8.2 hereof, 7.8; (iid) Indebtedness in respect of judgments or awards which relating to the operation and maintenance of the Mortgaged Property in accordance with this Agreement that have been in force for less than the applicable period for taking an appeal period so long as execution is not levied thereunder or in respect of which the Company or any Subsidiary Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review in a manner reasonably satisfactory to the Bank and in respect of which a stay of execution shall have been obtained pending such appeal or review and for which adequate reserves have been established in accordance with Generally Accepted Accounting Principles, and review; or (iiie) endorsements made for collection, deposit or negotiation and warranties of products or services, in connection with the deposit of items for credit or collection each case incurred in the ordinary course of business. (c) Indebtedness in an amount not to exceed in the aggregate $100,000 in respect of purchase money security interests permitted under Section 9.2(b) hereof. (d) Indebtedness business and relating to the BankMortgaged Property. (e) Indebtedness under Interest Rate Protection Agreements upon terms satisfactory to the Bank. (f) Indebtedness reflected in the SC Licensing Note.