THE TERM COLLATERAL AGENT A CUSTOMS BROKER AGREEMENT.
THE TERM COLLATERAL AGENT
SHALL NOT GIVE NOTICE TO ANY OF THE OBLIGORS' CUSTOMS BROKERS TO FOLLOW THE
INSTRUCTIONS OF THE TERM COLLATERAL AGENT AS PROVIDED IN ANY CUSTOMS BROKERS
AGREEMENT EXCEPT UPON OR FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF
AN EVENT OF DEFAULT AND IN ACCORDANCE WITH THE INTERCREDITOR AGREEMENT.
4.8
INDEBTEDNESS.
(A)
THE OBLIGORS DO NOT AND SHALL NOT HEREAFTER HAVE ANY INDEBTEDNESS WITH THE
EXCEPTIONS OF:
(I)
THE TERM LOAN;
(II)
ANY INDEBTEDNESS PURSUANT TO THE REVOLVING
LOAN AGREEMENT;
(III)
THE INDEBTEDNESS (IF ANY) LISTED ON EXHIBIT
4.8, ANNEXED HERETO;
(IV)
INDEBTEDNESS FOR EQUIPMENT OR REAL ESTATE
SECURED BY PURCHASE MONEY SECURITY INTERESTS OR PURCHASE MONEY LIENS THAT ARE
PERMITTED ENCUMBRANCES;
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(V)
CAPITAL LEASES THAT ARE PERMITTED
ENCUMBRANCES FOR THE ACQUISITION OF EQUIPMENT OR REAL ESTATE;
(VI)
UNSECURED INDEBTEDNESS UP TO THE AGGREGATE
AMOUNT OF $75,000,000, PROVIDED THAT THE BORROWERS SHALL DELIVER A CERTIFICATE
TO THE TERM ADMINISTRATIVE AGENT DEMONSTRATING THAT UPON THE INCURRENCE OF SUCH
INDEBTEDNESS, THE BORROWERS SHALL BE IN PRO FORMA COMPLIANCE WITH SECTION 5.10
HEREOF;
(VII)
INDEBTEDNESS OF GUARANTOR TO BORROWERS UP TO THE
AMOUNT EQUAL TO FIFTEEN MILLION DOLLARS ($15,000,000) LESS THE AMOUNT OF ANY
CAPITAL CONTRIBUTIONS OR OTHER INVESTMENTS BY BORROWERS TO GUARANTOR OR ITS
SUBSIDIARIES MADE AFTER THE DATE HEREOF, IN THE AGGREGATE;
(VIII)
INDEBTEDNESS TO FINANCE THE CONSTRUCTION OF AN
ADDITION OR ADDITIONS TO THE HEADQUARTERS FACILITY OR ADDITIONAL BUILDINGS ON
THE HEADQUARTERS FACILITY PREMISES OR TO ACQUIRE FIXTURES FOR THE HEADQUARTERS
FACILITY TO THE EXTENT SECURED BY PERMITTED ENCUMBRANCES DESCRIBED IN CLAUSE (J)
OF THE DEFINITION THEREOF;
(IX)
INDEBTEDNESS SECURED BY PERMITTED
ENCUMBRANCES DESCRIBED IN CLAUSES (H), (I) AND (J) OF THE DEFINITION THEREOF;
PROVIDED THAT IN CONNECTION WITH THE INCURRENCE OF ANY INDEBTEDNESS PERMITTED
UNDER THIS CLAUSE (IX) TO FINANCE THE ACQUISITION OF ANY ACQUIRED REAL PROPERTY,
THE LEAD BORROWER WILL USE ITS COMMERCIALLY REASONABLE BEST EFFORTS TO CAUSE A
MORTGAGE ON SUCH ACQUIRED REAL PROPERTY (IN THE EVENT THAT SUCH ACQUIRED REAL
PROPERTY HAS A FAIR MARKET VALUE IN EXCESS OF $2,500,000) TO BE GRANTED IN FAVOR
OF THE TERM COLLATERAL AGENT, IT BEING UNDERSTOOD THAT ANY SUCH MORTGAGE GRANTED
TO THE TERM COLLATERAL AGENT MAY BE SUBORDINATE TO ANY EXISTING OR NEW MORTGAGE
OR OTHER LIEN ASSUMED OR GRANTED IN CONNECTION WITH SUCH ACQUISITION BY THE
OBLIGORS OF SUCH ACQUIRED REAL PROPERTY; AND PROVIDED FURTHER THAT ANY SUCH
INDEBTEDNESS INCURRED PURSUANT TO THIS CLAUSE (IX), TOGETHER WITH ALL
INDEBTEDNESS INCURRED PURSUANT TO CLAUSE (X) BELOW IN EXCESS OF $2,500,000,
SHALL NOT EXCEED $20,000,000 IN THE AGGREGATE;
(x)
Indebtedness incurred to finance all or
any part of the cost of acquiring and the making of improvements to the Acquired
Real Property consisting of the facility located at the Philadelphia Naval
Business Center secured by Permitted Encumbrances described in clauses (h), (i)
and (j) of the definition thereof; provided that in connection with the
incurrence of any Indebtedness permitted under this clause (x) to finance