AMOUNT AT ANY ONE TIME OF
ALL INVESTMENTS IN SUCH FOREIGN SUBSIDIARIES SHALL NOT EXCEED (I) $35,000,000
(PLUS THE SUM OF ANY AMOUNTS DIVIDENDED OR DISTRIBUTED BY SUCH FOREIGN
SUBSIDIARIES TO THE BORROWER OR ANY DOMESTIC SUBSIDIARY), MINUS (II) THE AMOUNT
OF ANY INDEBTEDNESS OF ANY FOREIGN SUBSIDIARY AT ANY SUCH TIME OUTSTANDING IN
ACCORDANCE WITH SUBSECTION 9.1(J) OR 9.3(C)(II);
(C)
THE BORROWER AND ITS SUBSIDIARIES MAY (I) INVEST IN, ACQUIRE AND
HOLD CASH EQUIVALENTS AND INVESTMENT GRADE SECURITIES (II) MAKE LOANS IN AN
AGGREGATE AMOUNT AT ANY TIME OUTSTANDING NOT TO EXCEED $1,000,000 IN CONNECTION
WITH A SALE OF ASSETS PERMITTED BY SUBSECTION 9.5;
(D)
THE BORROWER AND ITS SUBSIDIARIES MAY MAKE PAYROLL ADVANCES IN THE
ORDINARY COURSE OF BUSINESS (INCLUDING ADVANCES AGAINST COMMISSIONS);
(E)
THE BORROWER AND ITS SUBSIDIARIES MAY ACQUIRE AND HOLD RECEIVABLES
OWING TO IT, IF CREATED OR ACQUIRED IN THE ORDINARY COURSE OF BUSINESS AND
PAYABLE OR DISCHARGEABLE IN ACCORDANCE WITH CUSTOMARY TRADE TERMS (PROVIDED THAT
NOTHING IN THIS CLAUSE (E) SHALL PREVENT THE BORROWER OR ANY OF ITS SUBSIDIARIES
FROM OFFERING SUCH CONCESSIONARY TRADE TERMS, OR FROM RECEIVING SUCH
INVESTMENTS, IN CONNECTION WITH THE BANKRUPTCY OR REORGANIZATION OF THEIR
RESPECTIVE SUPPLIERS OR CUSTOMERS OR THE SETTLEMENT OF DISPUTES WITH SUCH
CUSTOMERS OR SUPPLIERS ARISING IN THE ORDINARY COURSE OF BUSINESS, AS MANAGEMENT
DEEMS REASONABLE IN THE CIRCUMSTANCES);
(F)
THE BORROWER OR ANY OF ITS SUBSIDIARIES MAY MAKE TRAVEL AND
ENTERTAINMENT ADVANCES AND RELOCATION AND OTHER LOANS TO OFFICERS AND EMPLOYEES
OF THE BORROWER OR ANY SUCH SUBSIDIARY; PROVIDED THAT THE AGGREGATE PRINCIPAL
AMOUNT OF ALL SUCH LOANS AND ADVANCES OUTSTANDING AT ANY ONE TIME, TOGETHER WITH
THE GUARANTEES OF SUCH LOANS AND ADVANCES MADE PURSUANT TO SUBSECTION 9.3(E),
SHALL NOT EXCEED $7,500,000 AT ANY ONE TIME OUTSTANDING; AND
(G)
THE BORROWER AND ITS SUBSIDIARIES MAY MAKE EXPENDITURES TO ACQUIRE
ALL OR A PORTION OF THE CAPITAL STOCK OR ASSETS OF ANY PERSON ENGAGED PRIMARILY
IN ONE OR MORE BUSINESSES IN WHICH THE BORROWER AND ITS SUBSIDIARIES ARE ENGAGED
OR DIRECTLY RELATED THERETO; PROVIDED THAT, AFTER GIVING PRO FORMA EFFECT TO ANY
SUCH ACQUISITION AND THE FINANCING THEREOF, (I) THE AMOUNT OF THE EXPENDITURES
IN CONNECTION WITH SUCH ACQUISITION DOES NOT EXCEED $30,000,000 WITHOUT THE
PRIOR WRITTEN CONSENT OF THE REQUIRED LENDERS, (II) THE PROVISIONS OF SUBSECTION
8.9 ARE SATISFIED, (III) THE BORROWER IS IN COMPLIANCE WITH SUBSECTIONS 9.9 AND
9.10 AS OF THE END OF THE IMMEDIATELY PRECEDING FISCAL QUARTER FOR WHICH THE
APPROPRIATE FINANCIAL INFORMATION IS AVAILABLE; PROVIDED THAT THE LAST FOUR
FISCAL QUARTERS OF CONSOLIDATED EBITDA (AS MAY BE ADJUSTED FOR IDENTIFIED POST
ACQUISITION COST SAVINGS REASONABLY AGREED TO BY THE BORROWER AND THE
ADMINISTRATIVE AGENT) OF EACH ACQUIRED COMPANY, BUSINESS OR GROUP OF ASSETS
DURING THE TESTING PERIOD SHALL BE ADDED FOR PURPOSES OF DETERMINING COMPLIANCE
WITH SUCH SUBSECTIONS, AND (IV) NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND
IS CONTINUING OR WOULD RESULT THEREFROM; AND
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(H)
THE BORROWER OR ANY OF ITS SUBSIDIARIES MAY MAKE INVESTMENTS IN,