IN CONNECTION WITH THE IMPORTATION OF GOODS;
(O)
LIENS THAT ARE CONTRACTUAL RIGHTS OF SET-OFF RELATING TO PURCHASE
ORDERS AND OTHER AGREEMENTS ENTERED INTO WITH CUSTOMERS OF ANY LOAN PARTY IN THE
ORDINARY COURSE OF BUSINESS;
(P)
LIENS ON PROPERTY OF A PERSON EXISTING AT THE TIME SUCH PERSON IS
MERGED WITH OR INTO OR CONSOLIDATED WITH THE BORROWER OR ANY SUBSIDIARY IN
CONNECTION WITH A PERMITTED ACQUISITION; PROVIDED, THAT (I) SUCH LIENS WERE IN
EXISTENCE PRIOR TO THE CONTEMPLATION OF SUCH MERGER OR CONSOLIDATION (AND NOT
INCURRED IN CONTEMPLATION THEREOF), (II) DO NOT EXTEND TO ANY ASSETS OTHER THAN
THOSE OF THE PERSON MERGED INTO OR CONSOLIDATED WITH THE BORROWER OR THE
APPLICABLE SUBSIDIARY AND (III) ANY INDEBTEDNESS SECURED BY SUCH LIENS IS
PERMITTED BY SECTION 7.03;
(Q)
LIENS (I)(A) ON ADVANCES OF CASH OR CASH EQUIVALENTS IN FAVOR OF THE
SELLER OF ANY PROPERTY TO BE ACQUIRED IN AN INVESTMENT PURSUANT TO
SECTION 7.02(G) TO BE APPLIED AGAINST THE PURCHASE PRICE FOR SUCH INVESTMENT AND
(B) CONSISTING OF DISPOSITIONS PERMITTED UNDER SECTION 7.05, IN EACH CASE UNDER
THIS CLAUSE (I), SOLELY TO THE EXTENT SUCH INVESTMENT OR DISPOSITION, AS THE
CASE MAY BE, WOULD HAVE BEEN PERMITTED ON THE DATE OF THE CREATION OF SUCH LIEN
AND (II) ON
88
EARNEST MONEY DEPOSITS OF CASH OR CASH EQUIVALENTS MADE BY ANY LOAN PARTY IN
CONNECTION WITH ANY LETTER OF INTENT OR PURCHASE AGREEMENT PERMITTED HEREUNDER;
AND
(R)
LIENS NOT OTHERWISE PERMITTED BY THIS SECTION 7.01 SO LONG AS THE
AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF THE INDEBTEDNESS SECURED THEREBY DOES
NOT EXCEED $5,000,000 AT ANY ONE TIME.
7.02.
INVESTMENTS.
MAKE ANY INVESTMENTS, EXCEPT:
(A)
INVESTMENTS IN THE FORM OF CASH EQUIVALENTS HELD BY THE BORROWER,
SUCH SUBSIDIARY OR HOLDINGS; PROVIDED, THAT THE AGGREGATE AMOUNT OF ALL SUCH
INVESTMENTS BY HOLDINGS IN CASH EQUIVALENTS THAT ARE NOT FROM (I) PROCEEDS OF
SUBORDINATED DEBT, (II) PROCEEDS OF THE ISSUANCE OF EQUITY INTERESTS BY HOLDINGS
OR (III) THE PROCEEDS OF DISTRIBUTIONS BY THE BORROWER TO HOLDINGS PERMITTED BY
SECTION 7.06(D)(II) AND CLAUSE (B) BELOW, SHALL NOT EXCEED $1,000,000 IN ANY
FISCAL YEAR;
(B)
ADVANCES TO OFFICERS, DIRECTORS AND EMPLOYEES FOR TRAVEL,
ENTERTAINMENT, RELOCATION AND ANALOGOUS ORDINARY BUSINESS PURPOSES OF (I) THE
BORROWER AND ITS SUBSIDIARIES, IN AN AGGREGATE AMOUNT NOT TO EXCEED $500,000 AT
ANY TIME OUTSTANDING AND (II) HOLDINGS, IN AN AGGREGATE AMOUNT TAKEN TOGETHER
WITH THE AMOUNTS INCURRED UNDER CLAUSE (A) ABOVE NOT TO EXCEED $1,000,000 IN ANY
FISCAL YEAR;
(C)
(I) INVESTMENTS (A) OF THE BORROWER IN ANY GUARANTOR (OTHER THAN
HOLDINGS), (B) OF ANY GUARANTOR (OTHER THAN HOLDINGS) IN THE BORROWER OR IN
ANOTHER GUARANTOR (OTHER THAN HOLDINGS) AND (C) OF THE BORROWER OR ANY GUARANTOR
(OTHER THAN HOLDINGS) IN ANY SUBSIDIARY OF THE BORROWER THAT IS NOT A GUARANTOR
IN AN AGGREGATE AMOUNT FOR ALL SUCH INVESTMENTS NOT TO EXCEED $10,000,000 AT ANY
TIME OUTSTANDING AND (II) INVESTMENTS OF HOLDINGS IN THE BORROWER OR ANOTHER
GUARANTOR;
(D)
INVESTMENTS OF THE BORROWER AND ANY SUBSIDIARY CONSISTING OF