ANY
SUBSIDIARY (OTHER THAN THE EXCLUDED SUBSIDIARY) TO, PURCHASE OR OTHERWISE
ACQUIRE MARGIN STOCK IF, AFTER GIVING EFFECT TO ANY SUCH PURCHASE OR
ACQUISITION, MARGIN STOCK OWNED BY THE BORROWER AND THE SUBSIDIARIES WOULD
REPRESENT MORE THAN 25% OF THE ASSETS OF THE BORROWER AND THE SUBSIDIARIES ON A
CONSOLIDATED BASIS (VALUED IN ACCORDANCE WITH REGULATION U); PROVIDED THAT,
SUBJECT TO SECTION 6.10, THE BORROWER MAY REPURCHASE ITS CAPITAL STOCK PURSUANT
TO ANY STOCK BUYBACK PROGRAM APPROVED BY THE BORROWER'S BOARD OF DIRECTORS.
FOR
PURPOSES OF THIS SECTION 6.08, ON ANY DATE OF DETERMINATION, MARGIN STOCK AND
THE TOTAL ASSETS OF THE BORROWER AND THE SUBSIDIARIES WILL BE VALUED IN A MANNER
DETERMINED BY THE BORROWER IN GOOD FAITH AND CONSISTENT WITH THE REQUIREMENTS OF
REGULATION U.
SECTION 6.09.
INVESTMENTS, LOANS, ADVANCES AND GUARANTEES.
THE BORROWER WILL
NOT, AND WILL NOT PERMIT ANY SUBSIDIARY (OTHER THAN THE EXCLUDED SUBSIDIARY) TO,
PURCHASE, HOLD, ACQUIRE (INCLUDING PURSUANT TO ANY MERGER OR CONSOLIDATION WITH
ANY PERSON THAT WAS NOT A SUBSIDIARY PRIOR THERETO), MAKE OR OTHERWISE PERMIT TO
EXIST ANY INVESTMENT IN OR, IN THE CASE OF CLAUSE (B) BELOW, PURCHASE OR
OTHERWISE ACQUIRE (IN ONE TRANSACTION OR A SERIES OF TRANSACTIONS) ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF:
(A)
SO LONG AS THE BORROWER SHALL OWN ANY EQUITY INTERESTS IN CAPITAL GROUP
PARTNERS, CAPITAL GROUP PARTNERS OR ANY OF ITS SUBSIDIARIES, EXCEPT THAT THE
BORROWER MAY (I) MAKE REGULARLY SCHEDULED PAYMENTS OF INTEREST AND PRINCIPAL IN
RESPECT OF ANY INDEBTEDNESS OF THE BORROWER THAT SHALL HAVE BEEN PURCHASED OR
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OTHERWISE ACQUIRED BY CAPITAL GROUP PARTNERS FROM THIRD PARTIES PRIOR TO THE
CLOSING DATE AND (II) MAKE INVESTMENTS IN CAPITAL GROUP PARTNERS IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $5,000,000 DURING ANY FISCAL YEAR; OR
(B)
ANY OTHER PERSON, EXCEPT:
(I)
PERMITTED INVESTMENTS;
(II)
INVESTMENTS IN THE BORROWER OR ANY SUBSIDIARY (OTHER THAN THE EXCLUDED
SUBSIDIARY); PROVIDED THAT (A) AFTER THE RESTATEMENT EFFECTIVE DATE, NO
SUBSIDIARY SHALL ACQUIRE ANY EQUITY INTEREST IN THE BORROWER, (B) SUCH
SUBSIDIARY IS A SUBSIDIARY PRIOR TO THE MAKING OF SUCH INVESTMENTS, (C) ANY
EQUITY INTERESTS HELD BY A LOAN PARTY IN ANY SUBSIDIARY SHALL BE PLEDGED
PURSUANT TO, AND TO THE EXTENT REQUIRED BY, THE COLLATERAL AGREEMENT AND (D) THE
AGGREGATE AMOUNT OF SUCH INVESTMENTS BY LOAN PARTIES IN SUBSIDIARIES THAT ARE
NOT LOAN PARTIES (EXCLUDING ALL SUCH INVESTMENTS EXISTING ON THE RESTATEMENT
EFFECTIVE DATE AND SET FORTH ON SCHEDULE 6.09) SHALL NOT EXCEED $15,000,000 AT
ANY TIME OUTSTANDING; PROVIDED FURTHER THAT (X) NO INVESTMENT IN ANY SUBSIDIARY
THAT IS NOT A LOAN PARTY MAY BE MADE IN RELIANCE ON THIS CLAUSE (II) AT ANY TIME
THAT AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING AND
(Y) NOTWITHSTANDING THE FOREGOING, THE BORROWER AND THE SUBSIDIARIES SHALL BE
PERMITTED TO MAKE ACCOUNTING BALANCE RECONCILIATIONS THROUGH CAPITAL
CONTRIBUTIONS, DIVIDENDS AND LOAN FORGIVENESS, IN EACH CASE IN THE ORDINARY
COURSE OF BUSINESS AND CONSISTENT WITH PAST CASH MANAGEMENT PRACTICES;
(III)
INVESTMENTS IN SEED FINANCING