Common use of Loans, Investments, Etc Clause in Contracts

Loans, Investments, Etc. Section 9.10(i)(xiii) of the Loan Agreement is hereby deleted in its entirety and replaced with the following: "(xiii) in no event shall any Accounts, Inventory, Equipment, Real Property or Prescription Files so acquired by any Borrower pursuant to such acquisition be deemed Eligible Accounts, Eligible Inventory, Eligible Equipment, Eligible Real Property, Eligible Leased Property or Eligible Prescription Files, respectively, unless and until Agent shall have conducted a field examination with respect thereto (and at Agent's option, at Borrowers' expense, obtained an appraisal of such Inventory, Equipment, Real Property or Prescription Files by an appraiser reasonably acceptable to Agent and in form, scope and methodology reasonably acceptable to Agent and addressed to Agent and upon which Agent is expressly permitted to rely, which appraisal shall be in addition to any appraisals which Agent may obtain pursuant to its rights under Sections 7.3 or 7.4 hereof) and then only to the extent the criteria for Eligible Accounts, Eligible Inventory, Eligible Equipment, Eligible Real Property, Eligible Leased Property or Eligible Prescription Files set forth herein are satisfied with respect thereto in accordance with this Agreement (or such other or additional criteria as Agent may, at its option, establish with respect thereto in accordance with this Agreement and subject to such Reserves as Agent may establish in accordance with this Agreement), and upon the request of Agent, the Accounts, Inventory, Equipment, Real Property or Prescription Files acquired by such Borrower or Guarantor pursuant to such acquisition shall at all times after such acquisition be separately identified and reported to Agent in a manner satisfactory to Agent;"

Loans, Investments, Etc. Effective on the date of the initial issuance of the Merix Convertible Notes, Section 9.10(i)(xiii) 9.10 of the Loan Agreement is hereby deleted amended by adding a new clause (o) to read as follows: “(o) either, at Parent’s option, after prior written notice to Agent, (i) a loan or loans by Parent and/or one or more Domestic Subsidiaries to one or more Foreign Subsidiaries within thirty (30) days after the date of the closing of the issuance of the Merix Convertible Notes, made solely with proceeds received by Parent from the issuance of the Merix Convertible Notes, in a principal amount not to exceed $31,000,000, all of the proceeds of which will be used by such Foreign Subsidiaries to repay in full the Indebtedness and other obligations of Merix Caymans and any of its entirety and replaced Affiliates arising under or in connection with the following: "(xiii) in no event shall any AccountsSCB Asia Facility; provided, Inventory, Equipment, Real Property or Prescription Files so acquired by any Borrower that the Indebtedness arising pursuant to such acquisition loan or loans shall not be deemed Eligible Accounts, Eligible Inventory, Eligible Equipment, Eligible Real Property, Eligible Leased Property evidenced by a promissory note or Eligible Prescription Files, respectively, other instrument unless and until Agent the single original of each such note or other instrument shall have conducted a field examination been promptly delivered to Agent upon its request to hold as part of the Collateral, with respect thereto (and at Agent's option, at Borrowers' expense, obtained an appraisal such endorsement and/or assignment by the payee of such Inventory, Equipment, Real Property note or Prescription Files by an appraiser reasonably acceptable to Agent and in form, scope and methodology reasonably acceptable to Agent and addressed to Agent and upon which Agent is expressly permitted to rely, which appraisal shall be in addition to any appraisals which Agent may obtain pursuant to its rights under Sections 7.3 or 7.4 hereof) and then only to the extent the criteria for Eligible Accounts, Eligible Inventory, Eligible Equipment, Eligible Real Property, Eligible Leased Property or Eligible Prescription Files set forth herein are satisfied with respect thereto in accordance with this Agreement (or such other or additional criteria as Agent may, at its option, establish with respect thereto in accordance with this Agreement and subject to such Reserves instrument as Agent may establish require or (ii) an equity contribution or contributions by Parent and/or one or more of the Domestic Subsidiaries to one or more of the Foreign Subsidiaries, within thirty (30) days after the date of the issuance of the Merix Convertible Notes, made solely with proceeds received by Parent from the issuance of the Merix Convertible Notes, in accordance with this Agreement)a principal amount not to exceed $31,000,000, and upon all of the request proceeds of Agent, the Accounts, Inventory, Equipment, Real Property which equity contribution or Prescription Files acquired contributions will be used by such Borrower Foreign Subsidiaries to repay in full the Indebtedness and other obligations of Merix Caymans and any of its Affiliates arising under or Guarantor pursuant to such acquisition in connection with the SCB Asia Facility, provided, that, Parent shall at all times after such acquisition be separately identified execute and reported deliver to Agent such agreements, documents and instruments as Agent may request in a manner satisfactory order to Agent;"perfect and protect the security interests and liens of Agent in any Capital Stock or other consideration received by Parent or any of such Domestic Subsidiaries and all of the related rights, remedies and benefits with respect thereto.”