DISCHARGEABLE IN ACCORDANCE WITH CUSTOMARY TERMS, (II) INVEST IN,
ACQUIRE AND HOLD CASH AND CASH EQUIVALENTS, (III) ENDORSE NEGOTIABLE INSTRUMENTS
HELD FOR COLLECTION IN THE ORDINARY COURSE OF BUSINESS OR (IV) MAKE LEASE,
UTILITY AND OTHER SIMILAR DEPOSITS IN THE ORDINARY COURSE OF BUSINESS;
(D)
ANY BORROWING BASE GUARANTOR (OTHER THAN HOLDINGS) MAY MAKE
INTERCOMPANY LOANS AND ADVANCES TO ANY OTHER BORROWING BASE GUARANTOR (OTHER
THAN HOLDINGS) THAT IS A WHOLLY OWNED SUBSIDIARY; PROVIDED, THAT SUCH LOAN SHALL
SIMULTANEOUSLY BE RECORDED ON SUCH BORROWING BASE GUARANTOR'S LEDGERS AS AN
INTERCOMPANY LOAN, EVIDENCED BY A PROMISSORY NOTES AND SHALL BE PLEDGED (AND
DELIVERED) BY SUCH BORROWING BASE GUARANTOR THAT IS THE LENDER OF SUCH
INTERCOMPANY LOAN AS COLLATERAL PURSUANT TO THE SECURITY AGREEMENT, PROVIDED
FURTHER THAT (I) NO BORROWING BASE GUARANTOR MAY MAKE LOANS TO ANY FOREIGN
SUBSIDIARY PURSUANT TO THIS PARAGRAPH (D) UNLESS PERMITTED UNDER SECTION 6.01(G)
AND (II) ANY LOANS MADE PURSUANT TO THIS PARAGRAPH (D) SHALL BE SUBORDINATED TO
THE OBLIGATIONS OF THE BORROWING BASE GUARANTORS PURSUANT TO AN INTERCOMPANY
NOTE IN SUBSTANTIALLY THE FORM OF EXHIBIT P AND MAY ONLY BE REPAID IN ACCORDANCE
WITH SECTION 6.09(B);
(E)
THE BORROWERS AND THE BORROWING BASE GUARANTORS MAY MAKE LOANS AND
ADVANCES (INCLUDING PAYROLL, TRAVEL AND ENTERTAINMENT RELATED ADVANCES) IN THE
ORDINARY COURSE OF BUSINESS TO THEIR RESPECTIVE EMPLOYEES (OTHER THAN ANY LOANS
OR ADVANCES TO ANY DIRECTOR OR EXECUTIVE OFFICER (OR EQUIVALENT THEREOF) THAT
WOULD BE IN VIOLATION OF SECTION 402 OF THE SARBANES-OXLEY ACT) SO LONG AS THE
AGGREGATE PRINCIPAL AMOUNT THEREOF AT ANY TIME OUTSTANDING (DETERMINED WITHOUT
REGARD TO ANY WRITE-DOWNS OR WRITE-OFFS OF SUCH LOANS AND ADVANCES) SHALL NOT
EXCEED $1.0 MILLION;
(F)
ANY BORROWER MAY ENTER INTO HEDGING AGREEMENTS TO THE EXTENT
PERMITTED BY SECTION 6.01(C);
(G)
THE BORROWERS AND THE BORROWING BASE GUARANTORS MAY SELL OR
TRANSFER AMOUNTS AND ACQUIRE ASSETS TO THE EXTENT PERMITTED BY SECTION 6.06;
(H)
LOANS AND ADVANCES TO DIRECTORS, EMPLOYEES AND OFFICERS OF THE
BORROWERS AND THE SUBSIDIARIES FOR BONA FIDE BUSINESS PURPOSES AND TO PURCHASE
EQUITY INTERESTS OF HOLDINGS, IN AGGREGATE AMOUNT NOT TO EXCEED $1.0 MILLION AT
ANY TIME OUTSTANDING;
136
(I)
INVESTMENTS (I) BY ANY COMPANY IN ANY BORROWER OR ANY SUBSIDIARY
GUARANTOR, (II) BY A SUBSIDIARY GUARANTOR IN ANOTHER SUBSIDIARY GUARANTOR AND
(III) BY A SUBSIDIARY THAT IS NOT A SUBSIDIARY GUARANTOR IN ANY OTHER SUBSIDIARY
THAT IS NOT A SUBSIDIARY GUARANTOR; PROVIDED THAT ANY INVESTMENT IN THE FORM OF
A LOAN OR ADVANCE SHALL BE EVIDENCED BY THE INTERCOMPANY NOTE AND, IN THE CASE
OF A LOAN OR ADVANCE BY A LOAN PARTY, PLEDGED BY SUCH LOAN PARTY AS COLLATERAL
PURSUANT TO THE SECURITY DOCUMENTS;
(J)
INVESTMENTS IN SECURITIES OF TRADE CREDITORS OR CUSTOMERS IN THE
ORDINARY COURSE OF BUSINESS RECEIVED UPON FORECLOSURE OR PURSUANT TO ANY PLAN OF
REORGANIZATION OR LIQUIDATION OR SIMILAR ARRANGEMENT UPON THE BANKRUPTCY OR
INSOLVENCY OF SUCH TRADE CREDITORS OR CUSTOMERS;
(K)
INVESTMENTS MADE BY ANY BORROWER OR ANY SUBSIDIARY AS A RESULT OF
CONSIDERATION RECEIVED IN