WILL
IT PERMIT ANY SUBSIDIARY TO, DIRECTLY OR INDIRECTLY MAKE, ACQUIRE OR OWN ANY
INVESTMENT IN ANY PERSON OTHER THAN (A) INVESTMENTS SET FORTH ON THE INFORMATION
CERTIFICATE; (B) CASH EQUIVALENTS; (C) INVESTMENTS IN FOREIGN SUBSIDIARIES AND
PERMITTED CHINA JOINT VENTURES, IN AN AMOUNT NOT TO EXCEED, AT THE TIME THE
INVESTMENT IS MADE, THE AVAILABLE INVESTMENT BASKET SO LONG AS THERE HAS BEEN
COMPLIANCE WITH SECTION 4.12; (D) BANK DEPOSITS ESTABLISHED IN ACCORDANCE WITH
SECTION 5.15; (E) INVESTMENTS IN SECURITIES OF ACCOUNT DEBTORS RECEIVED PURSUANT
TO ANY PLAN OF REORGANIZATION OR SIMILAR ARRANGEMENT UPON THE BANKRUPTCY OR
INSOLVENCY OF SUCH ACCOUNT DEBTORS; (F) INVESTMENTS IN THE FORM OF SWAP
CONTRACTS PERMITTED UNDER SECTION 5.3(C); AND (G) LOANS TO OFFICERS AND
EMPLOYEES IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $100,000 AT ANY TIME
OUTSTANDING.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND EXCEPT AS
EXPRESSLY PERMITTED HEREUNDER, NEITHER BORROWER WILL, NOR WILL IT PERMIT ANY
SUBSIDIARY TO, (I) ACQUIRE OR CREATE ANY SUBSIDIARY, (II) ENGAGE IN ANY JOINT
VENTURE OR PARTNERSHIP WITH ANY OTHER PERSON, OR (III) MAKE ANY INVESTMENT IN
ANY INACTIVE ENTITY EXCEPT TO PAY CONTINGENT LIABILITIES THAT HAVE BEEN REDUCED
TO JUDGMENT OR OTHERWISE LIQUIDATED AND ARE THEN DUE AND PAYABLE BY SUCH
INACTIVE ENTITY TO THE EXTENT PERMITTED UNDER AND IN ACCORDANCE WITH SECTION
5.6(B).
SECTION 5.9
TRANSACTIONS WITH AFFILIATES.
EXCEPT (I) AS PERMITTED
BY SECTION 5.14, (II) AS OTHERWISE DISCLOSED IN THE INFORMATION CERTIFICATE, AND
(III) FOR TRANSACTIONS THAT ARE DISCLOSED TO AGENT IN WRITING IN ADVANCE OF
BEING ENTERED INTO AND WHICH CONTAIN TERMS THAT ARE NO LESS FAVORABLE TO
BORROWERS OR ANY SUBSIDIARY, AS THE CASE MAY BE, THAN THOSE WHICH MIGHT BE
OBTAINED FROM A THIRD PARTY NOT AN AFFILIATE OF ANY CREDIT PARTY, NEITHER
BORROWER WILL, NOR WILL IT PERMIT ANY SUBSIDIARY TO, DIRECTLY OR INDIRECTLY,
ENTER INTO OR PERMIT TO EXIST ANY TRANSACTION (INCLUDING THE PURCHASE, SALE,
LEASE OR EXCHANGE OF ANY PROPERTY OR THE RENDERING OF ANY SERVICE) WITH ANY
AFFILIATE OF A BORROWER.
SECTION 5.10
MODIFICATION OF ORGANIZATIONAL DOCUMENTS.
NEITHER
BORROWER WILL, NOR WILL IT PERMIT ANY SUBSIDIARY TO, DIRECTLY OR INDIRECTLY
AMEND OR OTHERWISE MODIFY ANY ORGANIZATIONAL DOCUMENTS OF SUCH PERSON, EXCEPT
FOR SUCH AMENDMENTS OR OTHER MODIFICATIONS REQUIRED BY LAW AND FULLY DISCLOSED
TO AGENT.
SECTION 5.11
FISCAL YEAR.
NEITHER BORROWER WILL,
NOR WILL IT PERMIT ANY SUBSIDIARY TO, CHANGE ITS FISCAL YEAR.
SECTION 5.12
CONDUCT OF BUSINESS.
NEITHER BORROWER WILL, NOR WILL IT
PERMIT ANY SUBSIDIARY TO, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY LINE OF BUSINESS
OTHER THAN THOSE BUSINESSES ENGAGED IN ON THE CLOSING DATE AND BUSINESSES
REASONABLY RELATED THERETO.
SECTION 5.13
INVESTOR/AIP FEES.
NEITHER BORROWER WILL, NOR WILL IT
PERMIT ANY SUBSIDIARY TO, DIRECTLY OR INDIRECTLY, PAY OR BECOME OBLIGATED TO PAY
ANY MANAGEMENT, CONSULTING OR SIMILAR ADVISORY FEES OR OTHER AMOUNTS TO OR FOR
THE ACCOUNT OF INVESTOR, AIP OR ANY AFFILIATE OF SUCH PERSONS EXCEPT, SO LONG AS
NO EVENT OF DEFAULT IS THEN CONTINUING OR WOULD RESULT THEREFROM,