THE
ADMINISTRATIVE AGENT AND THE LENDERS, A LIEN ON ANY OF ITS ASSETS OR (C) CREATE
OR PERMIT TO EXIST OR BECOME EFFECTIVE ANY ENCUMBRANCE OR RESTRICTION ON THE
ABILITY OF ANY SUBSIDIARY TO (I) PAY DIVIDENDS OR MAKE OTHER DISTRIBUTIONS TO
THE COMPANY OR ANY OTHER SUBSIDIARY, OR PAY ANY DEBT OWED TO THE COMPANY OR ANY
OTHER SUBSIDIARY, (II) MAKE LOANS OR ADVANCES TO ANY LOAN PARTY OR (III)
TRANSFER ANY OF ITS ASSETS OR PROPERTIES TO ANY LOAN PARTY, OTHER THAN (A)
CUSTOMARY RESTRICTIONS AND CONDITIONS CONTAINED IN AGREEMENTS RELATING TO THE
SALE OF ALL OR A SUBSTANTIAL PART OF THE ASSETS OF ANY SUBSIDIARY PENDING SUCH
SALE, PROVIDED THAT SUCH RESTRICTIONS AND CONDITIONS APPLY ONLY TO THE
SUBSIDIARY TO BE SOLD AND SUCH SALE IS PERMITTED HEREUNDER (B) RESTRICTIONS OR
CONDITIONS IMPOSED BY ANY AGREEMENT RELATING TO PURCHASE MONEY DEBT, CAPITAL
LEASES AND OTHER SECURED DEBT PERMITTED BY THIS AGREEMENT IF SUCH RESTRICTIONS
OR CONDITIONS APPLY ONLY TO THE PROPERTY OR ASSETS SECURING SUCH DEBT,
(C) CUSTOMARY PROVISIONS IN LEASES AND OTHER CONTRACTS RESTRICTING THE
ASSIGNMENT THEREOF, AND (D) RESTRICTIONS ON MERGERS, CONSOLIDATIONS AND
TRANSFERS, SALES AND LEASES OF ALL OR SUBSTANTIALLY ALL THE ASSETS OF A PERSON
OF A TYPE CUSTOMARILY INCLUDED IN INDENTURES WITH RESPECT TO CONVERTIBLE DEBT
SECURITIES.
11.9
BUSINESS ACTIVITIES.
NOT, AND NOT PERMIT ANY OTHER LOAN PARTY TO,
ENGAGE IN ANY LINE OF BUSINESS OTHER THAN THE BUSINESSES ENGAGED IN ON THE DATE
HEREOF AND BUSINESSES REASONABLY RELATED THERETO.
47
11.10
INVESTMENTS.
NOT, AND NOT PERMIT ANY OTHER LOAN PARTY TO, MAKE OR
PERMIT TO EXIST ANY INVESTMENT IN ANY OTHER PERSON, EXCEPT THE FOLLOWING:
(A)
INVESTMENTS BY PARENT, THE COMPANY OR ANY SUBSIDIARY IN PARENT,
THE COMPANY OR ANY WHOLLY-OWNED SUBSIDIARY, SO LONG AS THE SUM OF (I) THE
AGGREGATE PRINCIPAL AMOUNT OUTSTANDING OF ANY DEBT INCURRED BY A FOREIGN
SUBSIDIARY PURSUANT TO SECTION 11.1(C) AND (II) THE AGGREGATE OF SUCH
INVESTMENTS MADE AFTER THE DATE HEREOF BY THE COMPANY OR ANY DOMESTIC SUBSIDIARY
IN ANY FOREIGN SUBSIDIARY (EXCLUDING IN EACH CASE INVESTMENTS THE PROCEEDS OF
WHICH ARE USED EXCLUSIVELY TO EFFECT AN ACQUISITION PURSUANT TO SECTION 11.4 OR
TO PAY A SIGNING AND PERFORMANCE BONUS PURSUANT TO SECTION 11.13) SHALL NOT
EXCEED $10,000,000;
(B)
INVESTMENTS CONSTITUTING DEBT PERMITTED BY SECTION 11.1;
(C)
SURETYSHIP LIABILITIES CONSTITUTING DEBT PERMITTED BY SECTION 11.1
OR LIENS PERMITTED BY SECTION 11.2;
(D)
CASH EQUIVALENT INVESTMENTS;
(E)
BANK DEPOSITS AND ENDORSEMENTS IN THE ORDINARY COURSE OF BUSINESS;
(F)
INVESTMENTS IN SECURITIES OF ACCOUNT DEBTORS RECEIVED PURSUANT TO
ANY PLAN OF REORGANIZATION OR SIMILAR ARRANGEMENT UPON THE BANKRUPTCY OR
INSOLVENCY OF SUCH ACCOUNT DEBTORS OR RECEIVED IN SETTLEMENT OF DELINQUENT
ACCOUNTS;
(G)
SURETYSHIP LIABILITIES UNDER OR WITH RESPECT TO EMPLOYEE BENEFIT
PLANS, EMPLOYMENT AGREEMENTS AND SIMILAR ARRANGEMENTS IN THE ORDINARY COURSE OF
BUSINESS;
(H)
INDEMNITY, HOLD HARMLESS, CONTRIBUTION, EXPENSE REIMBURSEMENT AND
SIMILAR OBLIGATIONS THAT ARE UNRELATED TO FINANCING TRANSACTIONS OR CREDIT
SUPPORT ARRANGEMENTS OR, IF SO RELATED, ARE INCIDENTAL THERETO;
(I)
SURETYSHIP LIABILITIES ARISING BY