Common use of Foreign Subsidiaries; Foreign Assets Clause in Contracts

Foreign Subsidiaries; Foreign Assets. Borrower represents and warrants that it has no partially-owned or wholly-owned Subsidiaries which are not Borrowers hereunder, except for (i) Arbor Photonics, LLC and (ii) Subsidiaries organized under the laws of a jurisdiction other than the United States or any state or territory thereof or the District of Columbia (“Foreign Subs”). Borrower may make Investments in the Foreign Subs and payments on Indebtedness to Foreign Subs, in an aggregate amount not to exceed the amount necessary to fund the current operating expenses and capital needs for expansion of the Foreign Subs (taking into account their revenue from other sources); provided that the total of such investments and loans in any fiscal year to all such Foreign Subs and the total payments on Indebtedness to such Foreign Subs shall not exceed a total of $5,000,000 (“Permitted Intercompany Investments”). Except for Permitted Liens, Borrower shall not permit any of the assets of any of the Foreign Subs to be subject to any security interest, lien or encumbrance, and Borrower shall not agree with any other Person to restrict its ability to cause a Foreign Sub to grant any security interest in, or lien or encumbrance on, its assets. (e)

Foreign Subsidiaries; Foreign Assets. Borrower represents and warrants that it has no partially-owned or wholly-owned Subsidiaries which are not Borrowers hereunder, except for (i) Arbor Photonics, LLC and (ii) Subsidiaries organized under the laws of a jurisdiction other than the United States or any state or territory thereof or the District of Columbia (“Foreign SubsSubsidiaries”). Borrower may make Investments in the Foreign Subs and payments on Indebtedness to Foreign SubsSubsidiaries, in an aggregate amount not to exceed the amount necessary to fund the current operating expenses and capital needs for expansion of the Foreign Subs Subsidiaries (taking into account their revenue from other sources); provided that the total of such investments and loans in any fiscal year to all such Foreign Subs and the total payments on Indebtedness to such Foreign Subs Subsidiaries shall not exceed a total of $5,000,000 (100,000. The foregoing shall constitute “Permitted Intercompany Investments”)” for purposes of the Loan Agreement. Except for Permitted LiensBorrower covenants that the total amount maintained by Borrower in foreign bank accounts shall not, at any time, exceed $100,000. Borrower shall not permit any of the assets of any of the Foreign Subs Subsidiaries to be subject to any security interest, lien or encumbrance, other than any security interest, lien or encumbrance arising by operation of law, and Borrower shall not agree with any other Person to restrict its ability to cause a Foreign Sub Subsidiary to grant any security interest in, or lien or encumbrance on, its assets. (e)assets without the consent of Lender, which shall not be unreasonably withheld.

Foreign Subsidiaries; Foreign Assets. Borrower represents and warrants that it has no partially-owned or wholly-owned Subsidiaries which are not Borrowers hereunder, except for (i) Arbor Photonics, LLC and (ii) Subsidiaries organized under the laws of a jurisdiction other than the United States or any state or territory thereof or the District of Columbia (“Foreign Subs”). Borrower may make Investments in the Foreign Subs and payments on Indebtedness to Foreign Subs, in an aggregate amount not to exceed the amount necessary to fund the current operating expenses and capital needs for expansion of the Foreign Subs (taking into account their revenue from other sources); provided that the total of such investments and loans in any fiscal year to all such Foreign Subs and the total payments on Indebtedness to such Foreign Subs shall not exceed a total of $5,000,000 (“Permitted Intercompany Investments”). Except for Permitted Liens, Borrower shall not permit any of the assets of any of the Foreign Subs to be subject to any security interest, lien or encumbrance, and Borrower shall not agree with any other Person to restrict its ability to cause a Foreign Sub to grant any security interest in, or lien or encumbrance on, its assets. (e).