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, AND
146
9.10
LOANS, INVESTMENTS, ETC.
EACH BORROWER AND GUARANTOR SHALL NOT,
AND SHALL NOT PERMIT ANY SUBSIDIARY TO, DIRECTLY OR INDIRECTLY, MAKE ANY LOANS
OR ADVANCE MONEY OR PROPERTY TO ANY PERSON, OR INVEST IN (BY CAPITAL
CONTRIBUTION, DIVIDEND OR OTHERWISE) OR PURCHASE OR REPURCHASE THE CAPITAL STOCK
OR INDEBTEDNESS OR ALL OR A SUBSTANTIAL PART OF THE ASSETS OR PROPERTY OF ANY
PERSON, OR FORM OR ACQUIRE ANY SUBSIDIARIES, OR AGREE TO DO ANY OF THE
FOREGOING, EXCEPT:
(A)
THE ENDORSEMENT OF INSTRUMENTS FOR COLLECTION OR DEPOSIT IN THE ORDINARY
COURSE OF BUSINESS;
(B)
INVESTMENTS IN CASH OR CASH EQUIVALENTS, PROVIDED, THAT, (I) ON AND
AFTER A CASH DOMINION EVENT, NO SUCH INVESTMENTS SHALL BE PERMITTED UNLESS NO
LOANS ARE THEN OUTSTANDING AND (II) THE TERMS AND CONDITIONS OF SECTION 5.2
HEREOF SHALL HAVE BEEN SATISFIED WITH RESPECT TO THE DEPOSIT ACCOUNT, INVESTMENT
ACCOUNT OR OTHER ACCOUNT IN WHICH SUCH CASH OR CASH EQUIVALENTS ARE HELD;
(C)
THE EXISTING EQUITY INVESTMENTS OF EACH BORROWER AND GUARANTOR AS OF THE
EFFECTIVE DATE IN ITS SUBSIDIARIES, PROVIDED, THAT, NO BORROWER OR GUARANTOR
SHALL HAVE ANY FURTHER OBLIGATIONS OR LIABILITIES TO MAKE ANY CAPITAL
CONTRIBUTIONS OR OTHER ADDITIONAL INVESTMENTS OR OTHER PAYMENTS TO OR IN OR FOR
THE BENEFIT OF ANY OF SUCH SUBSIDIARIES, EXCEPT FOR SUBSIDIARIES THAT BECOME A
PARTY TO THIS AGREEMENT AS DESCRIBED IN SECTION 9.24 HEREOF;
(D)
LOANS AND ADVANCES BY ANY BORROWER OR GUARANTOR TO EMPLOYEES OF SUCH
BORROWER OR GUARANTOR NOT TO EXCEED THE PRINCIPAL AMOUNT OF $5,000,000 IN THE
AGGREGATE AT ANY TIME OUTSTANDING FOR: (I) REASONABLY AND NECESSARY WORK-RELATED
TRAVEL OR OTHER ORDINARY BUSINESS EXPENSES TO BE INCURRED BY SUCH EMPLOYEE IN
CONNECTION WITH THEIR WORK FOR SUCH BORROWER OR GUARANTOR AND (II) REASONABLE
AND NECESSARY RELOCATION EXPENSES OF SUCH EMPLOYEES (INCLUDING HOME MORTGAGE
FINANCING FOR RELOCATED EMPLOYEES);
(E)
STOCK OR OBLIGATIONS ISSUED TO ANY BORROWER OR GUARANTOR BY ANY PERSON
(OR THE REPRESENTATIVE OF SUCH PERSON) IN RESPECT OF INDEBTEDNESS OF SUCH PERSON
OWING TO SUCH BORROWER OR GUARANTOR IN CONNECTION WITH THE INSOLVENCY,
BANKRUPTCY, RECEIVERSHIP OR REORGANIZATION OF SUCH PERSON OR A COMPOSITION OR
READJUSTMENT OF THE DEBTS OF SUCH PERSON; PROVIDED, THAT, THE ORIGINAL OF ANY
SUCH STOCK OR INSTRUMENT EVIDENCING SUCH OBLIGATIONS SHALL BE PROMPTLY DELIVERED
TO ADMINISTRATIVE AGENT, UPON ADMINISTRATIVE AGENT'S REQUEST, TOGETHER WITH SUCH
STOCK POWER, ASSIGNMENT OR ENDORSEMENT BY SUCH BORROWER OR GUARANTOR AS
ADMINISTRATIVE AGENT MAY REQUEST;
(F)
OBLIGATIONS OF ACCOUNT DEBTORS TO ANY BORROWER OR GUARANTOR ARISING
FROM ACCOUNTS WHICH ARE PAST DUE EVIDENCED BY A PROMISSORY NOTE MADE BY SUCH
ACCOUNT DEBTOR PAYABLE TO SUCH BORROWER OR GUARANTOR; PROVIDED, THAT, PROMPTLY
UPON THE RECEIPT OF THE ORIGINAL OF ANY SUCH PROMISSORY NOTE OR OTHER
INSTRUMENT, THE PRINCIPAL FACE AMOUNT OF WHICH, WHEN AGGREGATED WITH THE