(D)
INDEBTEDNESS TO TRADE CREDITORS INCURRED IN
THE ORDINARY COURSE OF BUSINESS;
(E)
INDEBTEDNESS SECURED BY PERMITTED LIENS;
(F)
INDEBTEDNESS OF BORROWER TO ANY
SUBSIDIARY AND CONTINGENT OBLIGATIONS OF ANY SUBSIDIARY WITH RESPECT TO
OBLIGATIONS OF BORROWER (PROVIDED THAT THE PRIMARY OBLIGATIONS ARE NOT
PROHIBITED HEREBY), AND INDEBTEDNESS OF ANY SUBSIDIARY TO ANY OTHER SUBSIDIARY
AND CONTINGENT OBLIGATIONS OF ANY SUBSIDIARY WITH RESPECT TO OBLIGATIONS OF ANY
OTHER SUBSIDIARY (PROVIDED THAT THE PRIMARY OBLIGATIONS ARE NOT PROHIBITED
HEREBY);
(G)
OTHER INDEBTEDNESS NOT OTHERWISE PERMITTED
BY SECTION 7.4 NOT EXCEEDING $50,000 IN THE AGGREGATE OUTSTANDING AT ANY TIME;
AND
(H)
EXTENSIONS, REFINANCINGS, MODIFICATIONS,
AMENDMENTS AND RESTATEMENTS OF ANY ITEMS OF PERMITTED INDEBTEDNESS (A) THROUGH
(G) ABOVE, PROVIDED THAT THE THEN OUTSTANDING PRINCIPAL AMOUNT THEREOF IS NOT
INCREASED OR THE TERMS THEREOF ARE NOT MODIFIED TO IMPOSE MORE BURDENSOME TERMS
UPON BORROWER OR ITS SUBSIDIARY, AS THE CASE MAY BE.
"Permitted Investments" are:
(A)
INVESTMENTS SHOWN ON THE PERFECTION
CERTIFICATE AND EXISTING ON THE EFFECTIVE DATE;
(B)
(I)
MARKETABLE DIRECT OBLIGATIONS ISSUED OR
UNCONDITIONALLY GUARANTEED BY THE UNITED STATES OR ITS AGENCY OR ANY STATE
MATURING WITHIN 1 YEAR FROM ITS ACQUISITION, (II) COMMERCIAL PAPER MATURING NO
MORE THAN 1 YEAR AFTER ITS CREATION AND HAVING THE HIGHEST RATING FROM EITHER
STANDARD & POOR'S CORPORATION OR MOODY'S INVESTORS SERVICE, INC., (III) SVB'S
CERTIFICATES OF DEPOSIT ISSUED MATURING NO MORE THAN 1 YEAR AFTER ISSUE,
(IV) ANY OTHER INVESTMENTS ADMINISTERED THROUGH THE LENDERS; (V) ANY OTHER
INVESTMENTS ADMINISTERED THROUGH THE LENDERS; AND (VI) ANY INVESTMENTS PERMITTED
BY BORROWER'S INVESTMENT POLICY, AS AMENDED FROM TIME TO TIME, PROVIDED THAT
SUCH INVESTMENT POLICY (AND ANY SUCH AMENDMENT THERETO) HAS BEEN APPROVED BY
LENDERS;
(C)
INVESTMENTS CONSISTING OF (I) TRAVEL
ADVANCES AND EMPLOYEE RELOCATION LOANS AND OTHER EMPLOYEE LOANS AND ADVANCES IN
THE ORDINARY COURSE OF BUSINESS AND (II) LOANS TO EMPLOYEES, OFFICERS OR
DIRECTORS RELATING TO THE PURCHASE OF EQUITY SECURITIES OF BORROWER OR ITS
SUBSIDIARIES PURSUANT TO EMPLOYEE STOCK PURCHASE PLANS OR AGREEMENTS APPROVED BY
BORROWER'S BOARD OF DIRECTORS; WHICH DO NOT EXCEED $100,000 IN THE AGGREGATE IN
ANY YEAR, PROVIDED THAT NO CASH LOANS UNDER THIS CLAUSE (II) MAY BE MADE IF AN
EVENT OF DEFAULT IS THEN OCCURRING OR WOULD OTHERWISE UPON THE MAKING THEREOF;
(D)
INVESTMENTS (INCLUDING DEBT OBLIGATIONS)
RECEIVED IN CONNECTION WITH BANKRUPTCY OR REORGANIZATION OF CUSTOMERS OR
SUPPLIERS AND IN SETTLEMENT OF DELINQUENT OBLIGATIONS OF, AND OTHER DISPUTES
WITH, CUSTOMERS OR SUPPLIERS ARISING IN THE ORDINARY COURSE OF BUSINESS;
(E)
INVESTMENTS CONSISTING OF NOTES RECEIVABLE
OF, OR PREPAID ROYALTIES AND OTHER CREDIT EXTENSIONS, TO CUSTOMERS AND SUPPLIERS
WHO ARE NOT AFFILIATES OF BORROWER, IN THE ORDINARY COURSE OF BUSINESS; PROVIDED
THAT THIS PARAGRAPH (E) SHALL NOT APPLY TO INVESTMENTS OF BORROWER IN ANY
SUBSIDIARY;
24
(F)
JOINT VENTURES OR STRATEGIC ALLIANCES (IN
THE ORDINARY COURSE OF BORROWER'S BUSINESS) CONSISTING OF THE NON-EXCLUSIVE
LICENSING OF TECHNOLOGY, THE DEVELOPMENT OF TECHNOLOGY OR THE PROVIDING OF
TECHNICAL SUPPORT, PROVIDED THAT ANY CASH INVESTMENTS BY BORROWER DO NOT EXCEED
$50,000 IN THE