TO ANY PROPERTY OR ASSET
(INCLUDING ANY DOCUMENT OR INSTRUMENT WITH RESPECT TO GOODS OR 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(J), IN EACH CASE WHICH ONLY PROHIBIT LIENS UPON THE ASSETS THAT
ARE SUBJECT THERETO, (II) CUSTOMARY NON-ASSIGNMENT CLAUSES IN AGREEMENTS ENTERED
INTO IN THE ORDINARY COURSE OF BUSINESS, (III) CONTRACTS FOR THE SALE OF ASSETS
PERMITTED BY SUBSECTION 3.7, AND (IV) 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, 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;
(D)
PERMITTED ACQUISITIONS;
(E)
HEDGE AGREEMENTS PERMITTED PURSUANT TO SUBSECTION 3.14;
30
(F)
INVESTMENTS IN SUBSIDIARIES OF THE LOAN PARTIES, PROVIDED THAT
SUCH ADVANCES ARE EVIDENCED BY WRITTEN DEMAND PROMISSORY NOTES, SUCH NOTES
CONTAIN TERMS AND PROVISIONS REASONABLE ACCEPTABLE TO ADMINISTRATIVE AGENT, AND
SUCH NOTES HAVE BEEN DELIVERED TO ADMINISTRATIVE AGENT, PROVIDED, HOWEVER, THAT
(I) THE AGGREGATE AMOUNT OF INVESTMENTS BY LOAN PARTIES IN OR TO SUBSIDIARIES OF
THE LOAN PARTIES THAT ARE NOT GUARANTORS MAY NOT EXCEED $20,000,000 IN ANY
CALENDAR YEAR (NET OF RETURNED ADVANCES DURING SUCH PERIOD) OR A CUMULATIVE
TOTAL (NET OF RETURNED ADVANCES DURING SUCH PERIOD) OF $40,000,000 DURING THE
TERM OF THIS AGREEMENT AND (II) SUCH INVESTMENTS ARE NOT MADE TO OR IN BDC OR
ANY OF ITS SUBSIDIARIES BY GTT OR ANY OF ITS SUBSIDIARIES OR TO OR IN GTT OR ANY
OF ITS SUBSIDIARIES BY BDC OR ANY OF ITS SUBSIDIARIES;
(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