LIMITATION SET FORTH IN CLAUSE (C) ABOVE;
(E) GUARANTEES BY THE BORROWER OR ANY SUBSIDIARY OF INDEBTEDNESS OR OTHER
OBLIGATIONS OF THE BORROWER OR ANY SUBSIDIARY; PROVIDED THAT (I) A SUBSIDIARY
THAT HAS NOT GUARANTEED THE SECURED OBLIGATIONS PURSUANT TO THE GUARANTEE AND
COLLATERAL AGREEMENT SHALL NOT GUARANTEE ANY INDEBTEDNESS OR OTHER PAYMENT
OBLIGATION OF ANY LOAN PARTY, AND (II) THE AGGREGATE AMOUNT OF INDEBTEDNESS AND
OTHER PAYMENT OBLIGATIONS (OTHER THAN IN RESPECT OF ANY OVERDRAFTS AND RELATED
LIABILITIES ARISING IN THE ORDINARY COURSE OF BUSINESS FROM TREASURY, DEPOSITORY
AND CASH MANAGEMENT SERVICES OR IN CONNECTION WITH ANY AUTOMATED CLEARING-HOUSE
TRANSFER OF FUNDS) OF SUBSIDIARIES THAT ARE NOT LOAN PARTIES THAT IS GUARANTEED
BY ANY LOAN PARTY SHALL BE SUBJECT TO THE LIMITATION SET FORTH IN
CLAUSE (C) ABOVE;
(F) PERMITTED FOREIGN LOANS;
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(G)
TRANSFERS OF INTELLECTUAL PROPERTY TO FOREIGN SUBSIDIARIES, THE
EQUITY INTERESTS OF WHICH ARE DIRECTLY OWNED BY OR ON BEHALF OF ANY LOAN PARTY
AND ARE PLEDGED TO THE ADMINISTRATIVE AGENT PURSUANT TO THE GUARANTEE AND
COLLATERAL AGREEMENT;
(H)
INVESTMENTS RECEIVED IN CONNECTION WITH THE BANKRUPTCY OR
REORGANIZATION OF, OR SETTLEMENT OF DELINQUENT ACCOUNTS AND DISPUTES WITH,
CUSTOMERS AND SUPPLIERS, IN EACH CASE IN THE ORDINARY COURSE OF BUSINESS;
(I)
INVESTMENTS MADE AS A RESULT OF THE RECEIPT OF NON-CASH
CONSIDERATION FROM A SALE, TRANSFER, LEASE OR OTHER DISPOSITION, OR AN EXCLUSIVE
LICENSE, OF ANY ASSET IN COMPLIANCE WITH SECTION 6.05;
(J)
INVESTMENTS IN THE FORM OF HEDGING AGREEMENTS PERMITTED BY
SECTION 6.07;
(K)
PAYROLL, TRAVEL AND SIMILAR ADVANCES TO DIRECTORS AND EMPLOYEES OF
THE BORROWER OR ANY SUBSIDIARY TO COVER MATTERS THAT ARE EXPECTED AT THE TIME OF
SUCH ADVANCES TO BE TREATED AS EXPENSES FOR ACCOUNTING PURPOSES AND THAT ARE
MADE IN THE ORDINARY COURSE OF BUSINESS;
(L)
LOANS OR ADVANCES TO DIRECTORS AND EMPLOYEES OF THE BORROWER OR
ANY SUBSIDIARY MADE IN THE ORDINARY COURSE OF BUSINESS; PROVIDED THAT THE
AGGREGATE AMOUNT OF SUCH LOANS AND ADVANCES OUTSTANDING AT ANY TIME SHALL NOT
EXCEED US$2,500,000;
(M)
PERMITTED ACQUISITIONS;
(N)
ACQUISITIONS OF EQUITY INTERESTS THAT WOULD CONSTITUTE PERMITTED
ACQUISITIONS BUT FOR THE FACT THAT THE PERSONS IN WHICH SUCH EQUITY INTERESTS
ARE ACQUIRED DO NOT BECOME WHOLLY OWNED SUBSIDIARIES OF THE BORROWER; PROVIDED,
THAT THE AGGREGATE CONSIDERATION PAID IN ALL SUCH ACQUISITIONS MADE UNDER THIS
CLAUSE (N) AFTER THE DATE HEREOF SHALL NOT EXCEED US$30,000,000;
(O)
THE CREATION OR FORMATION OF NEW SUBSIDIARIES WITH NO SIGNIFICANT
ASSETS OR OPERATIONS FOR THE PURPOSE OF EFFECTING ACQUISITIONS REFERRED TO IN
THE PRECEDING CLAUSES (M) AND (N);
(P)
TRANSFERS OF RIGHTS WITH RESPECT TO ONE OR MORE PRODUCTS OR
TECHNOLOGIES UNDER DEVELOPMENT TO JOINT VENTURES WITH THIRD PARTIES OR TO OTHER
ENTITIES WHERE THE BORROWER OR A SUBSIDIARY RETAINS RIGHTS TO ACQUIRE SUCH JOINT
VENTURES OR OTHER ENTITIES OR OTHERWISE REPURCHASE SUCH PRODUCTS OR
TECHNOLOGIES; AND
(Q)
OTHER INVESTMENTS AND ACQUISITIONS; PROVIDED THAT, (A) AT THE TIME
EACH SUCH INVESTMENT OR ACQUISITION IS PURCHASED, MADE OR OTHERWISE ACQUIRED, NO
EVENT OF DEFAULT SHALL HAVE OCCURRED AND