(INCLUDING ANY SUCH
INVESTMENTS RESULTING FROM THE EXTENSION OF THE PAYMENT TERMS WITH RESPECT TO
SUCH SALES); PROVIDED THAT (1) EACH ITEM OF INTERCOMPANY INDEBTEDNESS SHALL BE
EVIDENCED BY A PROMISSORY NOTE IN THE FORM OF EXHIBIT H HERETO, (2) EACH SUCH
PROMISSORY NOTE (OTHER THAN PROMISSORY NOTES (X) ISSUED BY FOREIGN SUBSIDIARIES
OF THE BORROWER TO THE BORROWER OR ANY OF ITS DOMESTIC SUBSIDIARIES OR (Y) HELD
BY FOREIGN SUBSIDIARIES OF THE BORROWER, IN EACH CASE EXCEPT TO THE EXTENT
PROVIDED IN SECTION 6.12(D)) SHALL BE PLEDGED TO THE COLLATERAL AGENT PURSUANT
TO THE PLEDGE AGREEMENT AND (3) EACH INVESTMENT REFERRED IN CLAUSE (B) ABOVE
EVIDENCED BY PROMISSORY NOTE IN FAVOR OF A FOREIGN SUBSIDIARY OR A
NON-WHOLLY-OWNED DOMESTIC SUBSIDIARY SHALL CONTAIN THE SUBORDINATION PROVISIONS
SET FORTH IN EXHIBIT I HERETO;
(XII)
THE BORROWER AND ITS SUBSIDIARIES MAY MAKE INVESTMENTS IN
PERMITTED JOINT VENTURES IN AN AGGREGATE AMOUNT, DETERMINED BASED ON THE GREATER
OF THE BOOK VALUE OR THE FAIR MARKET VALUE THEREOF AS CERTIFIED IN A CERTIFICATE
OF A FINANCIAL OFFICER OF THE BORROWER
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DELIVERED TO THE ADMINISTRATIVE AGENT, NOT IN EXCESS OF $10,000,000 IN ANY
FISCAL YEAR AND $20,000,000 IN THE AGGREGATE DURING THE PERIOD SINCE THE CLOSING
DATE;
(XIII)
INVESTMENTS ARISING OUT OF THE RECEIPT BY THE BORROWER OR ANY OF
ITS SUBSIDIARIES OF NON-CASH CONSIDERATION FOR THE SALE OF ASSETS PERMITTED
UNDER SECTION 7.05;
(XIV)
THE BORROWER AND ITS SUBSIDIARIES MAY MAKE EXPENDITURES IN RESPECT
OF PERMITTED BUSINESS ACQUISITIONS;
(XV)
THE BORROWER AND ITS SUBSIDIARIES MAY MAKE INVESTMENTS IN ONE OR
MORE FOREIGN SUBSIDIARIES (A) TO THE EXTENT NECESSARY TO ELIMINATE A DEFICIT IN
REQUIRED CAPITAL THAT EITHER (X) IS FUNDED WITH THE PROCEEDS OF A QUALIFYING
EQUITY ISSUANCE OR (Y) DOES NOT EXCEED $10,000,000, OR (B) CONSISTING OF
CONVERTING A PREVIOUS DEBT CLAIM AGAINST A FOREIGN SUBSIDIARY IN EXCHANGE FOR
EQUITY INTERESTS IN SUCH FOREIGN SUBSIDIARY;
(XVI)
THE BORROWER AND ITS SUBSIDIARIES MAY MAKE OTHER INVESTMENTS NOT
OTHERWISE PERMITTED BY THIS SECTION 7.06 IN AN AGGREGATE AMOUNT (DETERMINED
WITHOUT REGARD TO ANY WRITE-DOWNS OR WRITE-OFFS OF ANY SUCH INVESTMENTS
CONSTITUTING INDEBTEDNESS BUT EXCLUDING ANY PORTION THEREOF FUNDED WITH PROCEEDS
OF A QUALIFYING EQUITY ISSUANCE NOT OTHERWISE UTILIZED FOR ANY PURPOSE SPECIFIED
IN CLAUSE (II) OF THE DEFINITION OF "QUALIFYING EQUITY ISSUANCE") AT ANY TIME
OUTSTANDING NOT EXCEEDING THE SUM OF (A) $10,000,000 PLUS (B) AN AMOUNT EQUAL TO
THAT PORTION OF EXCESS CASH FLOW FOR THE FISCAL YEARS ENDED AFTER THE CLOSING
DATE, IF ANY, NOT REQUIRED TO BE USED TO PREPAY THE LOANS OR CASH COLLATERALIZE
L/C OBLIGATIONS IN ACCORDANCE WITH SECTION 2.09, TO MAKE RESTRICTED PAYMENTS
UNDER SECTION 7.07(III) OR TO MAKE CONSOLIDATED CAPITAL EXPENDITURES UNDER
SECTION 7.14(C); AND
(XVII)
THE BORROWER MAY CONSUMMATE THE MERGER;
provided that no Group Company may make or own any Investment in Margin Stock.
(B)
LIMITATION ON THE CREATION OF SUBSIDIARIES.
NO GROUP COMPANY WILL
ESTABLISH, CREATE OR ACQUIRE AFTER THE CLOSING DATE ANY SUBSIDIARY; PROVIDED
THAT THE BORROWER AND ITS SUBSIDIARIES SHALL BE