AFTER THE CLOSING DATE
TO THE EXTENT NECESSARY TO FUND PARENT'S OPERATING EXPENSES INCURRED IN THE
ORDINARY COURSE OF BUSINESS (THE "PARENT ADVANCES"), PROVIDED THAT NO PARENT
ADVANCE SHALL BE DEEMED A PERMITTED INVESTMENT (AND SUCH PARENT ADVANCE SHALL BE
PROHIBITED HEREUNDER) IF, AS OF THE DATE SUCH ADVANCE IS TO BE FUNDED AND AFTER
GIVING EFFECT TO SUCH ADVANCE, THE AGGREGATE AMOUNT OF ALL FUNDED PARENT
ADVANCES WOULD EXCEED THE SUM OF:
(I) THE AGGREGATE AMOUNT OF CASH TRANSFERS
FROM PARENT TO BORROWER OCCURRING AFTER THE CLOSING DATE AND PRIOR TO THE
FUNDING OF SUCH PARENT ADVANCE (TO THE EXTENT THE OBLIGATION RESULTING FROM SUCH
TRANSFER IS SUBORDINATED DEBT), PLUS (II) EITHER (A) TWO HUNDRED THOUSAND
DOLLARS ($200,000) IF SUCH PARENT ADVANCE IS TO BE FUNDED PRIOR TO DECEMBER 31,
2005; OR (B) NINE HUNDRED EIGHTY THOUSAND DOLLARS ($980,000) IF SUCH PARENT
ADVANCE IS TO BE FUNDED AFTER DECEMBER 31, 2005 BUT PRIOR TO THE FIRST
ANNIVERSARY OF THE CLOSING DATE.
(F)
INVESTMENTS IN AFFILIATES AND
SUBSIDIARIES NOT TO EXCEED $10,000 IN THE AGGREGATE IN ANY FISCAL YEAR;
(G)
INVESTMENTS NOT TO EXCEED $50,000 IN THE
AGGREGATE IN ANY FISCAL YEAR 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 PLAN AGREEMENTS APPROVED BY BORROWER'S BOARD OF
DIRECTORS;
(H)
INVESTMENTS (INCLUDING DEBT OBLIGATIONS)
RECEIVED IN CONNECTION WITH THE 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 BORROWER'S
BUSINESS;
(I)
INVESTMENTS CONSISTING OF NOTES
RECEIVABLE OF, OR PREPAID ROYALTIES AND OTHER CREDIT EXTENSIONS, TO CUSTOMERS
AND SUPPLIERS WHO ARE NOT AFFILIATES, IN THE ORDINARY COURSE OF BUSINESS,
PROVIDED THAT THIS SUBPARAGRAPH (H) SHALL NOT APPLY TO INVESTMENTS OF BORROWER
IN ANY SUBSIDIARY; AND
(J)
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 AGGREGATE IN ANY FISCAL YEAR.
"Permitted Liens" means the following:
(A)
ANY LIENS EXISTING ON THE CLOSING DATE AND
DISCLOSED IN THE SCHEDULE (EXCLUDING LIENS TO BE SATISFIED WITH THE PROCEEDS OF
THE ADVANCES) OR ARISING UNDER THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS;
(B)
LIENS FOR TAXES, FEES, ASSESSMENTS OR OTHER
GOVERNMENTAL CHARGES OR LEVIES, EITHER NOT DELINQUENT OR BEING CONTESTED IN GOOD
FAITH BY APPROPRIATE PROCEEDINGS AND FOR WHICH BORROWER MAINTAINS ADEQUATE
RESERVES, PROVIDED THE SAME HAVE NO PRIORITY OVER ANY OF BANK'S SECURITY
INTERESTS;
(C)
LIENS NOT TO EXCEED $250,000 IN THE
AGGREGATE (I) UPON OR IN ANY EQUIPMENT (OTHER THAN EQUIPMENT FINANCED BY AN
EQUIPMENT ADVANCE) ACQUIRED OR HELD BY BORROWER OR ANY OF ITS SUBSIDIARIES TO
SECURE THE PURCHASE PRICE OF SUCH