ACCOUNTS RECEIVABLE) OF THE LOAN PARTIES OR THEIR RESPECTIVE SUBSIDIARIES,
WHETHER NOW OWNED OR HEREAFTER ACQUIRED, OR ANY INCOME OR PROFITS THEREFROM,
EXCEPT PERMITTED ENCUMBRANCES.
(B)
No Negative Pledges.
The Loan Parties will
not and will not permit their respective Subsidiaries directly or indirectly to
enter into or assume any agreement (other than the Loan Documents) prohibiting
the creation or assumption of any Lien upon its or their properties or assets,
whether now owned or hereafter acquired, except (i) operating leases, Licenses
and Capital Leases and agreements evidencing purchase money Indebtedness
permitted pursuant to Subsection 3.1(F) or (K), in each case which only prohibit
Liens upon the assets that are subject thereto and proceeds thereof, (ii) loan
and security documentation evidencing Permitted Stimulus Indebtedness in each
case which only prohibit Liens upon the assets of the applicable Stimulus
Recipient Subsidiary, (iii) loan and security documentation evidencing
Indebtedness (x) in favor of a Loan Party or (y) permitted pursuant to
Subsection 3.1(D), (iv)
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customary non-assignment clauses in agreements entered into in the ordinary
course of business, (v) contracts for the sale of assets permitted by Subsection
3.7, and (vi) restrictions imposed by Applicable Law.
3.3
INVESTMENTS.
THE LOAN PARTIES WILL NOT, AND
WILL NOT PERMIT ANY OF THEIR RESPECTIVE SUBSIDIARIES TO, DIRECTLY OR INDIRECTLY,
MAKE OR OWN ANY INVESTMENT IN ANY PERSON EXCEPT:
(A)
INVESTMENTS IN CASH EQUIVALENTS;
(B)
OBLIGATIONS OF OR EQUITIES IN COBANK, AS SET
FORTH IN SUBSECTION 2.7;
(C)
EXISTING INVESTMENTS SET FORTH ON SCHEDULE
3.3(C) AND ANY EXTENSIONS, RENEWALS OR REINVESTMENTS THEREOF, SO LONG AS THE
AMOUNT OF ANY SUCH INVESTMENT PURSUANT TO THIS CLAUSE (C) IS NOT INCREASED AT
ANY TIME ABOVE THE AMOUNT OF SUCH INVESTMENT EXISTING ON THE DATE HEREOF (OTHER
THAN BECAUSE OF CAPITALIZATION OF INTEREST PURSUANT TO THE TERMS THEREOF ON THE
DATE HEREOF OR AS AMENDED WITH THE CONSENT OF ADMINISTRATIVE AGENT);
(D)
PERMITTED ACQUISITIONS AND INVESTMENTS AND THE
VERIZON ACQUISITION;
(E)
HEDGE AGREEMENTS PERMITTED PURSUANT TO
SUBSECTION 3.14;
(F)
INVESTMENTS IN LOAN PARTIES;
(G)
LOANS AND ADVANCES TO OFFICERS, DIRECTORS AND
EMPLOYEES OF BORROWER OR ANY OF ITS SUBSIDIARIES (I) FOR REASONABLE AND
CUSTOMARY BUSINESS-RELATED TRAVEL, ENTERTAINMENT, RELOCATION AND ANALOGOUS
ORDINARY BUSINESS PURPOSES (INCLUDING EMPLOYEE PAYROLL ADVANCES), (II) IN
CONNECTION WITH SUCH PERSON'S PURCHASE OF EQUITY INTERESTS OF BORROWER TO THE
EXTENT THAT THE CASH PROCEEDS OF SUCH LOANS AND ADVANCES ARE DIRECTLY OR
INDIRECTLY CONTRIBUTED TO BORROWER IN CASH AND (III) FOR PURPOSES NOT DESCRIBED
IN THE FOREGOING SUBCLAUSES (I) AND (II), IN AN AGGREGATE PRINCIPAL AMOUNT
OUTSTANDING PURSUANT TO THIS SUBCLAUSE (III) NOT TO EXCEED $500,000;
(H)
INVESTMENTS RECEIVED IN CONNECTION WITH THE
BANKRUPTCY OR REORGANIZATION OF SUPPLIERS OR CUSTOMERS AND IN SETTLEMENT OF
DELINQUENT OBLIGATIONS OF, AND OTHER DISPUTES WITH, CUSTOMERS ARISING IN THE
ORDINARY COURSE OF BUSINESS OR UPON FORECLOSURE WITH RESPECT TO ANY SECURED
INVESTMENT OR OTHER TRANSFER OF TITLE WITH RESPECT TO ANY SECURED INVESTMENT;
(I)
INVESTMENTS CONSISTING OF EXTENSIONS OF
CREDIT IN THE NATURE OF ACCOUNTS RECEIVABLE OR NOTES RECEIVABLE ARISING