WITH THIS AGREEMENT (OR SUCH OTHER OR ADDITIONAL
CRITERIA AS ADMINISTRATIVE AGENT MAY, AT ITS OPTION, ESTABLISH WITH RESPECT
THERETO IN ACCORDANCE WITH THIS AGREEMENT AND SUBJECT TO SUCH RESERVES AS
ADMINISTRATIVE AGENT MAY ESTABLISH IN ACCORDANCE WITH THIS AGREEMENT), AND UPON
THE REQUEST OF ADMINISTRATIVE AGENT, THE ACCOUNTS, INVENTORY, EQUIPMENT, REAL
PROPERTY OR PRESCRIPTION FILES ACQUIRED BY SUCH BORROWER OR GUARANTOR PURSUANT
TO SUCH ACQUISITION SHALL AT ALL TIMES AFTER SUCH ACQUISITION BE SEPARATELY
IDENTIFIED AND REPORTED (UNTIL THEY ARE ADDED TO PARENT'S EXISTING SYSTEMS,
POLICIES AND PROCEDURES) TO ADMINISTRATIVE AGENT IN A MANNER SATISFACTORY TO
ADMINISTRATIVE AGENT;
(K)
THE LOANS AND ADVANCES SET FORTH ON SCHEDULE 9.10 TO THE INFORMATION
CERTIFICATE; PROVIDED, THAT, AS TO SUCH LOANS AND ADVANCES, (I) BORROWERS AND
GUARANTORS SHALL NOT, DIRECTLY OR INDIRECTLY, AMEND, MODIFY, ALTER OR CHANGE THE
TERMS OF SUCH LOANS AND ADVANCES OR ANY AGREEMENT, DOCUMENT OR INSTRUMENT
RELATED THERETO, EXCEPT THAT SO LONG AS NO DEFAULT OR EVENT OF DEFAULT SHALL
EXIST OR HAVE OCCURRED, BORROWERS AND GUARANTORS MAY AMEND SUCH TERMS TO: (A)
EXTEND THE TERM THEREOF FOR UP TO AN ADDITIONAL TWELVE (12) MONTHS FROM THE
CURRENT TERM THEREOF OR SUCH LONGER PERIOD AS ADMINISTRATIVE AGENT MAY AGREE,
(B) INCREASE THE AMOUNT OR FREQUENCY OF THE PAYMENTS REQUIRED FROM THE PAYEE
THEREUNDER, (C) OBTAIN ANY COLLATERAL IN RESPECT OF SUCH LOANS, OR (D) OTHERWISE
MAKE THE TERMS THEREOF MORE FAVORABLE TO BORROWERS AND GUARANTORS AND (II)
BORROWERS AND GUARANTORS SHALL FURNISH TO ADMINISTRATIVE AGENT ALL NOTICES OR
DEMANDS IN CONNECTION WITH SUCH LOANS AND ADVANCES EITHER RECEIVED BY ANY
BORROWER OR GUARANTOR OR ON ITS BEHALF, PROMPTLY AFTER THE RECEIPT THEREOF, OR
SENT BY ANY BORROWER OR GUARANTOR OR ON ITS BEHALF, CONCURRENTLY WITH THE
SENDING THEREOF, AS THE CASE MAY BE;
152
(L)
INVESTMENTS IN THE ORDINARY COURSE OF BUSINESS OF BORROWERS NOT
OTHERWISE PERMITTED IN SECTION 9.10 HEREOF, PROVIDED, THAT, THE AGGREGATE AMOUNT
OF ALL SUCH INVESTMENTS SHALL NOT EXCEED $5,000,000 IN ANY FISCAL YEAR;
(M)
THE PURCHASE OR REPURCHASE BY PARENT OF INDEBTEDNESS EVIDENCED BY THE
SENIOR NOTES TO THE EXTENT PERMITTED IN SECTION 9.9(L) HEREOF; AND
(N)
INVESTMENTS BY BORRROWERS NOT OTHERWISE SUBJECT TO THE TERMS OF THIS
SECTION 9.10, PROVIDED, THAT, AS TO ANY SUCH INVESTMENT, ON THE DATE THEREOF,
AND AFTER GIVING EFFECT THERETO: (I) NO DEFAULT OR EVENT OF DEFAULT EXISTS OR
HAS OCCURRED AND IS CONTINUING, OR WOULD OCCUR OR EXIST AFTER GIVING EFFECT TO
SUCH PAYMENT, (II) SUCH INVESTMENT IS NOT IN VIOLATION OF APPLICABLE LAW OR ANY
OTHER AGREEMENT TO WHICH PARENT OR ANY OF ITS SUBSIDIARIES IS A PARTY OR BY
WHICH PARENT OR ANY OF ITS SUBSIDIARIES IS BOUND, (III) SO LONG AS THE AGGREGATE
AMOUNT OF ALL PAYMENTS IN RESPECT OF SUCH INVESTMENTS ARE LESS THAN $25,000,000
IN ANY TWELVE (12) CONSECUTIVE MONTH PERIOD, NO CASH DOMINION EVENT SHALL EXIST,
(IV) ON AND AFTER SUCH TIME THAT THE AGGREGATE AMOUNT OF ALL PAYMENTS IN RESPECT
OF SUCH INVESTMENTS EQUAL OR EXCEED $25,000,000 IN