AND MEMBERS OF
MANAGEMENT OF THE DEBTORS IN THE ORDINARY COURSE OF BUSINESS CONSISTING OF
ADVANCES OF PAYROLL, TRAVEL EXPENSES, PETTY CASH AND SIMILAR ITEMS;
(G)
AFFILIATE INVESTMENTS REASONABLY NECESSARY FOR ANY DEBTOR TO REMAIN
QUALIFIED AS A REAL ESTATE INVESTMENT TRUST, QUALIFIED REIT SUBSIDIARY OR
TAXABLE REIT SUBSIDIARY UNDER THE PROVISIONS OF THE CODE;
(H)
DISPOSITIONS PERMITTED PURSUANT TO SECTION 9.8, DEBT PERMITTED BY
SECTION 9.11(A) AND LIENS PERMITTED PURSUANT TO SECTION 9.11(B);
(I)
RESTRICTED PAYMENTS PERMITTED IN ACCORDANCE WITH SECTION 9.20 AND
LOANS AND ADVANCES MADE IN LIEU OF SUCH PERMITTED RESTRICTED PAYMENTS;
(J)
ACQUISITIONS OF THE PROPERTY AND ASSUMPTIONS OF OBLIGATIONS OF
AFFILIATES RESULTING FROM MERGERS, CONSOLIDATIONS, LIQUIDATIONS OR DISSOLUTIONS
OF ANY AFFILIATE PERMITTED BY SECTION 9.8;
(K)
REASONABLE AND CUSTOMARY DIRECTOR, OFFICER AND EMPLOYEE COMPENSATION
(INCLUDING BONUSES AND SEVERANCE) AND OTHER BENEFITS (INCLUDING RETIREMENT,
HEALTH, STOCK OPTION AND OTHER BENEFIT PLANS) AND INDEMNIFICATION ARRANGEMENTS
IN THE ORDINARY COURSE OF BUSINESS OR TO THE EXTENT APPROVED IN GOOD FAITH BY
THE BOARD OF DIRECTORS (OR OTHER GOVERNING BODY) OF SUCH DEBTOR;
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(L)
THE PAYMENT OF MANAGEMENT FEES BY THE DEBTOR WHICH OWNS WILLOWBROOK
MALL TO GGMI IN ACCORDANCE WITH THE AMENDED AND RESTATED WILLOWBROOK MALL
PROPERTY MANAGEMENT AGREEMENT DATED DECEMBER 19, 1995;
(M)
EQUITY ISSUANCES NOT PROHIBITED BY THIS AGREEMENT; AND
(N)
REASONABLE AND CUSTOMARY FEES PAID TO MEMBERS OF THE BOARD OF
DIRECTORS (OR OTHER GOVERNING BODY) OF ANY DEBTOR (OR ITS DIRECT OR INDIRECT
PARENT) AND REIMBURSEMENT OF REASONABLE OUT-OF-POCKET COSTS AND EXPENSES OF SUCH
PERSONS.
Section 9.10
Business Conducted.
No Obligor shall, nor shall it permit
any other Debtor to, engage directly or indirectly, in any line of business
other than the businesses in which such Person is engaged on the Closing Date
and businesses reasonably related or ancillary thereto.
Section 9.11
Debt; Liens; No Negative Pledge.
(A)
NO OBLIGOR SHALL, NOR SHALL IT PERMIT ANY OTHER DEBTOR TO, CREATE,
INCUR, ASSUME OR SUFFER TO EXIST ANY DEBT EXCEPT:
(I)
DEBT UNDER THE LOAN DOCUMENTS;
(II)
DEBT IN EXISTENCE ON THE PETITION DATE (AND REFINANCINGS THEREOF
IN ACCORDANCE WITH CLAUSE (B) OF THE DEFINITION OF "PERMITTED LIENS");
(III)
CAPITAL LEASES IN EXISTENCE ON THE PETITION DATE;
(IV)
PURCHASE MONEY DEBT AND DEBT IN RESPECT OF CAPITAL LEASES, IN EACH
CASE INCURRED AFTER THE PETITION DATE IN THE ORDINARY COURSE OF BUSINESS OF THE
DEBTORS AS MODIFIED PURSUANT TO THE CASE;
(V)
ENDORSEMENT OF ITEMS FOR DEPOSIT OR COLLECTION IN THE ORDINARY
COURSE OF BUSINESS;
(VI)
INDEBTEDNESS WITH RESPECT TO LETTERS OF CREDIT OR GUARANTIES
ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS AND ANY AMENDMENT, MODIFICATION,
EXTENSION, RENEWAL OR REPLACEMENT THEREOF; PROVIDED THAT ANY LETTERS OF CREDIT
OR GUARANTIES UNDER THIS CLAUSE (VI) SHALL BE INCLUDED IN THE LIMITATION UNDER
CLAUSE (XIV);
(VII)
DEBT AMONG DEBTORS; PROVIDED THAT NO SUCH DEBT SHALL BE INCURRED
BY GGMI OTHER THAN IN THE ORDINARY COURSE OF BUSINESS;
(VIII)
DEBT WHICH MAY BE DEEMED TO EXIST IN CONNECTION WITH CUSTOMARY
AGREEMENTS PROVIDING FOR INDEMNIFICATION, PURCHASE PRICE