MAKE LOANS AND ADVANCES TO
EMPLOYEES FOR MOVING, ENTERTAINMENT, TRAVEL AND OTHER SIMILAR EXPENSES IN THE
ORDINARY COURSE OF BUSINESS NOT TO EXCEED $100,000 IN THE AGGREGATE AT ANY TIME
OUTSTANDING;
(C)
NON-CASH CONSIDERATION RECEIVED IN ACCORDANCE WITH SECTION 6.7;
(D)
INVESTMENTS EXISTING ON THE CLOSING DATE, AS SET FORTH ON SCHEDULE
6.3 AND ANY RENEWALS, AMENDMENTS AND REPLACEMENTS THEREOF THAT DO NOT INCREASE
THE AMOUNT THEREOF; AND
(E)
BORROWER AND ITS SUBSIDIARIES MAY MAKE ADVANCES IN THE FORM OF A
PREPAYMENT OF EXPENSES, SO LONG AS SUCH EXPENSES WERE INCURRED IN THE ORDINARY
COURSE OF BUSINESS, AND WHICH ARE CONSISTENT WITH SIMILARLY SITUATED COMPANIES,
AND ARE BEING PAID IN ACCORDANCE WITH CUSTOMARY TRADE TERMS OF BORROWER OR SUCH
SUBSIDIARY.
6.4
Contingent Obligations.
The Loan Parties shall not and shall not
cause or permit their Subsidiaries to directly or indirectly create or become or
be liable with respect to any Contingent Obligation except:
(A)
THOSE RESULTING FROM ENDORSEMENT OF NEGOTIABLE INSTRUMENTS FOR
COLLECTION IN THE ORDINARY COURSE OF BUSINESS;
(B)
THOSE EXISTING ON THE CLOSING DATE AND DESCRIBED IN SCHEDULE 6.4;
(C)
THOSE ARISING UNDER INDEMNITY AGREEMENTS TO TITLE INSURERS TO
CAUSE SUCH TITLE INSURERS TO ISSUE TO AGENT MORTGAGEE TITLE INSURANCE POLICIES;
(D)
THOSE ARISING WITH RESPECT TO CUSTOMARY INDEMNIFICATION
OBLIGATIONS INCURRED IN CONNECTION WITH ASSET DISPOSITIONS PERMITTED HEREUNDER;
(E)
THOSE INCURRED IN THE ORDINARY COURSE OF BUSINESS WITH RESPECT TO
SURETY AND APPEAL BONDS, PERFORMANCE AND RETURN-OF-MONEY BONDS AND OTHER SIMILAR
OBLIGATIONS NOT EXCEEDING AT ANY TIME OUTSTANDING $50,000 IN AGGREGATE LIABILITY
AND ANY SURETY BONDS OR SIMILAR INSTRUMENTS REQUIRED FROM TIME TO TIME BY THE
MINNESOTA RACING COMMISSION;
(F)
THOSE INCURRED WITH RESPECT TO INDEBTEDNESS PERMITTED BY SECTION
6.1 PROVIDED THAT (I) ANY SUCH CONTINGENT OBLIGATION IS SUBORDINATED TO THE
OBLIGATIONS TO THE SAME EXTENT AS THE INDEBTEDNESS TO WHICH IT RELATES IS
SUBORDINATED TO THE OBLIGATIONS AND (II) NO LOAN PARTY MAY INCUR
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CONTINGENT OBLIGATIONS IN RESPECT OF INDEBTEDNESS INCURRED BY ANY PERSON THAT IS
NOT A LOAN PARTY UNDER THIS CLAUSE (H); AND
(G)
ANY OTHER CONTINGENT OBLIGATION NOT EXPRESSLY PERMITTED BY CLAUSES
(A) THROUGH (H) ABOVE, SO LONG AS ANY SUCH OTHER CONTINGENT OBLIGATIONS, IN THE
AGGREGATE AT ANY TIME OUTSTANDING, DO NOT EXCEED $50,000 AND NO LOAN PARTY MAY
INCUR CONTINGENT OBLIGATIONS IN RESPECT OF INDEBTEDNESS INCURRED BY ANY PERSON
THAT IS NOT A LOAN PARTY UNDER THIS CLAUSE (I).
6.5
Restricted Payments.
The Loan Parties shall not and shall not
cause or permit their Subsidiaries to directly or indirectly declare, order,
pay, make or set apart any sum for any Restricted Payment, except that:
(A)
SO LONG AS BORROWER IS A LIMITED LIABILITY COMPANY FOR TAX
PURPOSES, IT MAY MAKE CASH DISTRIBUTIONS TO ITS STOCKHOLDERS THAT ARE USED BY
SUCH PERSONS TO PAY INCOME TAXES (OR ESTIMATES THEREOF) THEN DUE AND OWING WITH
RESPECT TO THE NET INCOME OF BORROWER TAKING INTO ACCOUNT LOSSES FROM PRIOR
PERIODS; PROVIDED THAT (I) NO DEFAULT OR EVENT OF DEFAULT EXISTS AT THE TIME