TO SECTION 10.04(IV) AT ANY TIME, SHALL NOT EXCEED
$7,500,000 AND (Z) IN THE CASE OF ANY PERMITTED REFINANCING INDEBTEDNESS
CONSTITUTING INTERCOMPANY DEBT, SAME SHALL BE EVIDENCED BY AN INTERCOMPANY NOTE
AND, IF HELD BY A CREDIT PARTY, PLEDGED TO THE COLLATERAL AGENT PURSUANT TO THE
PLEDGE AGREEMENT;
(XV)
INDEBTEDNESS OF FOREIGN SUBSIDIARIES OF THE BORROWER THE PROCEEDS
OF WHICH INDEBTEDNESS ARE USED FOR SUCH FOREIGN SUBSIDIARY'S WORKING CAPITAL
PURPOSES, PROVIDED THAT THE AGGREGATE PRINCIPAL AMOUNT OF ALL SUCH INDEBTEDNESS
OUTSTANDING AT ANY TIME FOR ALL SUCH FOREIGN SUBSIDIARIES SHALL NOT EXCEED
$2,500,000;
(XVI)
INVESTMENTS CONSTITUTING GUARANTEE OBLIGATIONS OF THE BORROWER OR
ANY OF ITS SUBSIDIARIES, TO THE EXTENT PERMITTED BY SECTION 10.05(VII) OR (X);
AND
(XVII)
ADDITIONAL INDEBTEDNESS OF THE BORROWER OR ANY OF ITS SUBSIDIARIES
IN AN AGGREGATE PRINCIPAL AMOUNT (FOR THE BORROWER AND ALL SUBSIDIARIES) NOT TO
EXCEED $5,000,000 AT ANY ONE TIME OUTSTANDING.
In the event that any item of Indebtedness meets more than one of the categories
set forth above, the Borrower in its sole discretion may classify such item of
Indebtedness and only be required to include the amount and type of such
Indebtedness in one or more of such clauses, at its election.
10.05.
ADVANCES, INVESTMENTS AND LOANS.
THE BORROWER WILL NOT, AND WILL
NOT PERMIT ANY OF ITS SUBSIDIARIES TO, DIRECTLY OR INDIRECTLY, LEND MONEY OR
CREDIT OR MAKE ADVANCES TO ANY PERSON, OR PURCHASE OR ACQUIRE ANY STOCK,
OBLIGATIONS OR SECURITIES OF, OR ANY OTHER INTEREST IN, OR MAKE ANY CAPITAL
CONTRIBUTION TO, ANY OTHER PERSON, OR PURCHASE OR OWN A FUTURES CONTRACT OR
OTHERWISE BECOME LIABLE FOR THE PURCHASE OR SALE OF CURRENCY OR OTHER
COMMODITIES AT A FUTURE DATE IN THE NATURE OF A FUTURES CONTRACT (EACH OF THE
FOREGOING AN "INVESTMENT" AND, COLLECTIVELY, "INVESTMENTS"), EXCEPT THAT THE
FOLLOWING SHALL BE PERMITTED:
(I)
THE BORROWER AND ITS SUBSIDIARIES MAY ACQUIRE AND HOLD ACCOUNTS
RECEIVABLES OWING TO ANY OF THEM, IF CREATED OR ACQUIRED IN THE ORDINARY COURSE
OF BUSINESS AND PAYABLE OR DISCHARGEABLE IN ACCORDANCE WITH CUSTOMARY TRADE
TERMS OF THE BORROWER OR SUCH SUBSIDIARY;
(II)
THE BORROWER AND ITS SUBSIDIARIES MAY ACQUIRE AND HOLD CASH AND
CASH EQUIVALENTS;
(III)
(X) INVESTMENTS CONSTITUTING INTERCOMPANY SCHEDULED EXISTING
INDEBTEDNESS IN EXISTENCE ON THE EFFECTIVE DATE (AND ANY REFINANCINGS THEREOF
PERMITTED PURSUANT TO SECTION 10.04(XIV) AND CONSISTENT WITH THE DEFINITION OF
PERMITTED REFINANCING
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INDEBTEDNESS) AND (Y) SUCH OTHER INVESTMENTS IN EXISTENCE ON THE EFFECTIVE DATE
AND DESCRIBED ON SCHEDULE VIII AS WELL AS ANY OTHER INVESTMENTS RELATING THERETO
RECEIVED IN RESPECT THEREOF; PROVIDED THAT ANY ADDITIONAL INVESTMENTS MADE WITH
RESPECT TO THE INVESTMENTS DESCRIBED IN PRECEDING SUBCLAUSE (Y) (EXCEPT, FOR
AVOIDANCE OF DOUBT, FOR INVESTMENTS RECEIVED IN RESPECT OF SUCH EXISTING
INVESTMENTS) SHALL BE PERMITTED ONLY IF INDEPENDENTLY JUSTIFIED UNDER THE OTHER
PROVISIONS OF THIS SECTION 10.05;
(IV)
THE BORROWER AND ITS SUBSIDIARIES MAY ACQUIRE AND OWN INVESTMENTS
(INCLUDING DEBT OBLIGATIONS) RECEIVED IN CONNECTION WITH THE BANKRUPTCY OR
REORGANIZATION OF SUPPLIERS AND CUSTOMERS AND IN GOOD FAITH SETTLEMENT OF
DELINQUENT