THAT SUCH INDEBTEDNESS IS EITHER UNSECURED INDEBTEDNESS OR INDEBTEDNESS
SECURED BY A PERMITTED LIEN;
(F)
INDEBTEDNESS OF ANY MEMBER OF THE BORROWER CONSOLIDATED GROUP OWED
(I) TO ANY MEMBER OF THE BORROWER CONSOLIDATED GROUP (OTHER THAN BORROWER) AND
(II) TO
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BORROWER SO LONG AS THE SAME CONSTITUTES A PERMITTED INVESTMENT BY BORROWER
UNDER CLAUSE (II) OF CLAUSE (F) OF THE DEFINITION OF PERMITTED INVESTMENT; AND
(G)
INDEBTEDNESS (OTHER THAN INDEBTEDNESS SPECIFIED IN CLAUSES
(A) THROUGH (F) ABOVE) INCURRED BY ANY MEMBER OF THE BORROWER CONSOLIDATED GROUP
IN AN AGGREGATE AMOUNT NOT TO EXCEED $15,000,000 AT ANY TIME OUTSTANDING.
"PERMITTED INVESTMENTS" MEANS:
(A)
LIQUID ASSETS;
(B)
PURCHASES AND ACQUISITIONS OF INVENTORY, SUPPLIES, MATERIALS AND
EQUIPMENT IN THE ORDINARY COURSE OF BUSINESS;
(C)
INVESTMENTS CONSISTING OF LOANS AND ADVANCES TO EMPLOYEES FOR
REASONABLE TRAVEL, RELOCATION AND BUSINESS EXPENSES IN THE ORDINARY COURSE OF
BUSINESS OR PREPAID EXPENSES INCURRED IN THE ORDINARY COURSE OF BUSINESS;
(D)
WITHOUT DUPLICATION, INVESTMENTS CONSISTING OF PERMITTED
INDEBTEDNESS AND PERMITTED ACQUISITIONS;
(E)
EXISTING INVESTMENTS;
(F)
INVESTMENTS MADE BY A MEMBER OF THE BORROWER CONSOLIDATED GROUP
(I) IN BORROWER AND (II) IN ANY MEMBER OF THE BORROWER CONSOLIDATED GROUP (OTHER
THAN BORROWER), PROVIDED THAT THE SUM OF (X) THE AGGREGATE AMOUNT OF INVESTMENTS
MADE PURSUANT TO THIS CLAUSE (II) PLUS (Y) THE AGGREGATE VALUE OF ASSETS
TRANSFERRED TO MEMBERS OF THE BORROWER CONSOLIDATED GROUP (OTHER THAN BORROWER)
PURSUANT TO CLAUSE (II) OF CLAUSE (G) OF THE DEFINITION OF PERMITTED TRANSFERS
OF ASSETS IS EQUAL TO OR LESS THAN $5,000,000;
(G)
INVESTMENTS (OTHER THAN INVESTMENTS SPECIFIED IN CLAUSES
(A) THROUGH (F) ABOVE) IN AN AGGREGATE AMOUNT THAT SHALL NOT EXCEED
$15,000,000.00; AND
(H)
ANY OTHER INVESTMENTS THAT MAY BE APPROVED IN WRITING BY AGENT FROM
TIME TO TIME (INCLUDING, WITHOUT LIMITATION, ANY APPROVAL OF AN INVESTMENT
POLICY ESTABLISHED BY BORROWER).
"PERMITTED LIENS" MEANS:
(A)
COLLATERAL AGENT'S LIEN;
(B)
LIENS, IF ANY, AS REFLECTED ON THE TITLE INSURANCE POLICIES;
(C)
THOSE LIENS IDENTIFIED ON THE ATTACHED EXHIBIT "H";
(D)
THE FOLLOWING LIENS, IF THE GRANTING OF SUCH LIEN OR THE ATTACHMENT
OF SUCH LIEN TO THE COLLATERAL (I) DOES NOT OTHERWISE CONSTITUTE A DEFAULT UNDER
THE TERMS OF THIS AGREEMENT, AND (II) DOES NOT GIVE RISE TO A MATERIAL ADVERSE
CHANGE:
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(1)
IF THE VALIDITY OR AMOUNT THEREOF IS BEING CONTESTED IN GOOD FAITH
BY APPROPRIATE AND LAWFUL PROCEEDINGS, SO LONG AS LEVY AND EXECUTION THEREON
HAVE BEEN STAYED AND CONTINUE TO BE STAYED, AND WITH RESPECT TO WHICH ADEQUATE
RESERVES OR OTHER APPROPRIATE PROVISIONS ARE BEING MAINTAINED TO THE EXTENT
REQUIRED BY GENERALLY ACCEPTED ACCOUNTING PRINCIPLES:
(a)
Liens for taxes, assessments or charges due and payable and
subject to interest or penalty;
(b)
Liens upon, and defects of title to, real or personal property,
including any attachment of personal or real property or other legal process
prior to adjudication of a dispute on the merits;
(c)
Liens of mechanics, materialmen, warehousemen, carriers, or other
like Liens; and
(d)
Adverse judgments on appeal;
(2)
PLEDGES OR DEPOSITS