BE PLEDGED (AND DELIVERED) BY SUCH LOAN PARTY THAT IS THE LENDER OF SUCH
INTERCOMPANY LOAN AS COLLATERAL PURSUANT TO THE SECURITY AGREEMENT, PROVIDED
FURTHER THAT (I) NO LOAN PARTY MAY MAKE LOANS TO ANY FOREIGN SUBSIDIARY PURSUANT
TO THIS PARAGRAPH (E) AND (II) ANY LOANS MADE PURSUANT TO THIS PARAGRAPH
(E) SHALL BE SUBORDINATED TO THE OBLIGATIONS OF THE LOAN PARTIES PURSUANT TO AN
INTERCOMPANY NOTE IN SUBSTANTIALLY THE FORM OF EXHIBIT L;
(F)
BORROWERS AND THE SUBSIDIARIES MAY MAKE
LOANS AND ADVANCES (INCLUDING PAYROLL, RELOCATION, TRAVEL AND ENTERTAINMENT
RELATED ADVANCES) IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST
PRACTICES TO THEIR RESPECTIVE EMPLOYEES (OTHER THAN ANY LOANS OR ADVANCES TO ANY
DIRECTOR OR EXECUTIVE OFFICER (OR EQUIVALENT THEREOF) THAT WOULD BE IN VIOLATION
OF SECTION 402 OF THE SARBANES-OXLEY ACT);
(G)
BORROWERS AND THE SUBSIDIARIES MAY SELL OR
TRANSFER AMOUNTS AND ACQUIRE ASSETS TO THE EXTENT PERMITTED BY SECTION 6.05;
(H)
BORROWERS MAY ESTABLISH (I) WHOLLY OWNED
SUBSIDIARIES TO THE EXTENT PERMITTED BY SECTION 6.12 AND (II) NON-WHOLLY OWNED
SUBSIDIARIES AND/OR JOINT VENTURES
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TO THE EXTENT THAT INVESTMENTS IN SUCH NON-WHOLLY OWNED SUBSIDIARIES AND/OR
JOINT VENTURES SHALL NOT EXCEED $2.5 MILLION AT ANY TIME OUTSTANDING, AFTER
TAKING INTO ACCOUNT AMOUNTS RETURNED IN CASH (INCLUDING UPON DISPOSITION);
(I)
INVESTMENTS (OTHER THAN AS DESCRIBED IN
SECTION 6.04(E)) (I) BY A BORROWER IN ANY SUBSIDIARY GUARANTOR, (II) BY ANY
COMPANY IN A BORROWER OR ANY SUBSIDIARY GUARANTOR, (III) BY HOLDINGS IN A
BORROWER AND (IV) BY A SUBSIDIARY GUARANTOR IN ANOTHER SUBSIDIARY GUARANTOR;
(J)
INVESTMENTS IN SECURITIES OF TRADE
CREDITORS OR CUSTOMERS IN THE ORDINARY COURSE OF BUSINESS AND CONSISTENT WITH
SUCH COMPANY'S PAST PRACTICES THAT ARE RECEIVED IN SETTLEMENT OF BONA FIDE
DISPUTES OR PURSUANT TO ANY PLAN OF REORGANIZATION OR LIQUIDATION OR SIMILAR
ARRANGEMENT UPON THE BANKRUPTCY OR INSOLVENCY OF SUCH TRADE CREDITORS OR
CUSTOMERS;
(K)
INVESTMENTS MADE BY A BORROWER OR ANY
SUBSIDIARY AS A RESULT OF CONSIDERATION RECEIVED IN CONNECTION WITH AN ASSET
SALE MADE IN COMPLIANCE WITH SECTION 6.05;
(L)
EARNEST MONEY REQUIRED IN CONNECTION
WITH AND TO THE EXTENT PERMITTED BY PERMITTED ACQUISITIONS;
(M)
LOAN PARTIES MAY HOLD INVESTMENTS TO THE
EXTENT SUCH INVESTMENTS REFLECT AN INCREASE IN THE VALUE OF INVESTMENTS
OTHERWISE PERMITTED UNDER THIS SECTION 6.04 HEREOF;
(N)
INVESTMENTS IN DEPOSIT ACCOUNTS OPENED IN
THE ORDINARY COURSE OF BUSINESS PROVIDED SUCH DEPOSIT ACCOUNTS ARE SUBJECT TO
DEPOSIT ACCOUNT CONTROL AGREEMENTS IF REQUIRED HEREUNDER;
(O)
ANY LOAN PARTY MAY CAPITALIZE OR FORGIVE ANY
INDEBTEDNESS OWED TO IT BY OTHER LOAN PARTIES (EXCEPT THAT BORROWERS SHALL NOT
FORGIVE INTERCOMPANY LOANS MADE TO ANY OTHER LOAN PARTY);
(P)
THE LOAN PARTIES MAY MAINTAIN AN EXECUTIVE
DEFERRED COMPENSATION PROGRAM AND ACQUIRE, MAINTAIN AND SELL READILY MARKETABLE
SECURITIES AS PART OF SUCH PROGRAM, WHICH SECURITIES MAY CONSIST OF STOCKS,
BONDS AND MUTUAL FUNDS, BUT NOT TO EXCEED $5.0 MILLION IN THE AGGREGATE AT ANY
TIME; AND
(Q)
OTHER INVESTMENTS NOT EXCEEDING $1,000,000
AT ANY TIME OUTSTANDING (PLUS ANY APPRECIATION IN THE VALUE OF ANY SUCH