SUBSIDIARY MAY MAKE CAPITAL
CONTRIBUTIONS TO ANY SUBSIDIARY THAT IS NOT A CREDIT PARTY, AND MAY CAPITALIZE
OR FORGIVE ANY INDEBTEDNESS OWED TO IT BY A SUBSIDIARY THAT IS NOT A CREDIT
PARTY; PROVIDED THAT (X) THE AGGREGATE AMOUNT OF CONTRIBUTIONS, CAPITALIZATIONS
AND FORGIVENESS ON AND AFTER THE EFFECTIVE DATE MADE PURSUANT TO PRECEDING
SUBCLAUSE (II) (FOR THIS PURPOSES, TAKING THE FAIR MARKET VALUE OF ANY PROPERTY
(OTHER THAN CASH) SO CONTRIBUTED AT THE TIME OF SUCH CONTRIBUTION), WHEN ADDED
TO THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF INTERCOMPANY LOANS MADE BY ANY
CREDIT PARTY TO ANY SUBSIDIARY THAT IS NOT A CREDIT PARTY UNDER CLAUSE (VIII)
ABOVE (DETERMINED WITHOUT REGARD TO ANY WRITE-DOWNS OR WRITE-OFFS THEREOF),
SHALL NOT EXCEED $15.0 MILLION, (Y) NO CONTRIBUTION, CAPITALIZATION OR
FORGIVENESS MAY BE MADE PURSUANT TO PRECEDING SUBCLAUSE (II) AT ANY TIME A
DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, AND (Z) IN THE CASE
OF ANY CONTRIBUTION PURSUANT TO PRECEDING SUBCLAUSE (I), ANY SECURITY INTEREST
GRANTED TO THE COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES PURSUANT
TO THE SECURITY DOCUMENTS IN ANY ASSETS SO CONTRIBUTED SHALL REMAIN IN FULL
FORCE AND EFFECT AND PERFECTED (TO AT LEAST THE SAME EXTENT AS IN EFFECT
IMMEDIATELY PRIOR TO SUCH CONTRIBUTION) AND ALL ACTIONS REQUIRED TO MAINTAIN
SAID PERFECTED STATUS HAVE BEEN TAKEN;
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(X)
THE BORROWER AND ITS SUBSIDIARIES MAY OWN THE EQUITY INTERESTS OF
THEIR RESPECTIVE SUBSIDIARIES, WHETHER NOW EXISTING OR HEREAFTER ACQUIRED (SO
LONG AS ALL AMOUNTS INVESTED IN SUCH SUBSIDIARIES AFTER THE EFFECTIVE DATE ARE
INDEPENDENTLY JUSTIFIED UNDER ANOTHER PROVISION OF THIS SECTION 10.05);
(XI)
CONTINGENT OBLIGATIONS PERMITTED BY SECTION 10.04, TO THE EXTENT
CONSTITUTING INVESTMENTS;
(XII)
THE BORROWER AND ITS SUBSIDIARIES MAY RECEIVE AND HOLD PROMISSORY
NOTES AND OTHER NON-CASH CONSIDERATION RECEIVED IN CONNECTION WITH ANY ASSET
SALE PERMITTED BY SECTION 10.02(III);
(XIII)
INVESTMENTS MADE IN CASH AT ANY TIME WITH THE AVAILABLE AMOUNT AT
SUCH TIME SO LONG AS IMMEDIATELY AFTER SUCH INVESTMENT AND THE RELATED
TRANSACTION OR BORROWING THE BORROWER SATISFIES THE LIQUIDITY TEST;
(XIV)
INVESTMENTS OF A SUBSIDIARY ACQUIRED AFTER THE EFFECTIVE DATE OR OF
A CORPORATION MERGED INTO OR CONSOLIDATED WITH A SUBSIDIARY IN ACCORDANCE WITH
SECTION 10.05 TO THE EXTENT THAT SUCH INVESTMENTS WERE NOT MADE IN CONTEMPLATION
OF OR IN CONNECTION WITH SUCH ACQUISITION, MERGER OR CONSOLIDATION AND WERE IN
EXISTENCE ON THE DATE OF SUCH ACQUISITION, MERGER OR CONSOLIDATION;
(XV)
IN CONNECTION WITH THE SALE, LEASE OR RENTAL OF INVENTORY IN THE
ORDINARY COURSE OF BUSINESS, THE BORROWER AND ITS SUBSIDIARIES MAY HOLD
INVESTMENTS CONSISTING OF LONG-TERM FINANCING PROVIDED BY THE BORROWER OR SUCH
SUBSIDIARY TO THE PURCHASER OF SUCH INVENTORY;
(XVI)
DIVIDENDS PERMITTED BY SECTION 10.03;
(XVII)
PERMITTED ACQUISITIONS SHALL BE PERMITTED IN ACCORDANCE WITH THE
REQUIREMENTS OF SECTION 9.13;
(XVIII)
IN ADDITION TO INVESTMENTS PERMITTED BY CLAUSES (I) THROUGH (XVII)
AND (XIX) OF THIS SECTION 10.05, THE BORROWER AND ITS SUBSIDIARIES MAY MAKE
ADDITIONAL LOANS, ADVANCES AND OTHER INVESTMENTS TO OR IN A PERSON IN AN