EXTENSIONS OF CREDIT IN THE NATURE OF ACCOUNTS RECEIVABLE OR NOTES RECEIVABLE
ARISING FROM THE GRANT OF TRADE CREDIT IN THE ORDINARY COURSE OF BUSINESS, AND
INVESTMENTS RECEIVED IN SATISFACTION OR PARTIAL SATISFACTION THEREOF FROM
FINANCIALLY TROUBLED ACCOUNT DEBTORS TO THE EXTENT REASONABLY NECESSARY IN ORDER
TO PREVENT OR LIMIT LOSS;
(E)
GUARANTEES PERMITTED BY SECTION 7.03;
(F)
INVESTMENTS EXISTING ON THE DATE HEREOF AND LISTED ON SCHEDULE 7.02;
(G)
THE ACQUISITION OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OR LINE OF
BUSINESS OF, OR NOT LESS THAN 100% OF THE CAPITAL STOCK OF, A PERSON (REFERRED
TO HEREIN AS THE "ACQUIRED ENTITY"); PROVIDED THAT:
(I)
SUCH ACQUISITION WAS APPROVED BY THE BOARD OF DIRECTORS OF SUCH
ACQUIRED ENTITY;
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(II)
THE ACQUIRED ENTITY SHALL BE IN A SIMILAR LINE OF BUSINESS OR ANY
BUSINESS RELATED OR INCIDENTAL THERETO AS THAT OF THE BORROWER AND THE
SUBSIDIARIES AS CONDUCTED DURING THE CURRENT AND MOST RECENT CALENDAR YEAR;
(III)
THE ACQUIRED ENTITY SHALL BE ORGANIZED UNDER THE LAWS OF THE
UNITED STATES, UNITED KINGDOM, CANADA OR GERMANY OR ANY STATE OR POLITICAL
SUBDIVISION THEREOF;
(IV)
NO SUCH ACQUISITION SHALL BE PERMITTED PRIOR TO THE DIGIMARC
MERGER DATE; AND
(V)
AT THE TIME OF SUCH TRANSACTION:
(A)
BOTH BEFORE AND AFTER GIVING EFFECT THERETO, NO DEFAULT OR EVENT OF
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING,
(B)
THE BORROWER WOULD BE IN COMPLIANCE WITH THE CONSOLIDATED LEVERAGE
RATIO SET FORTH IN SECTION 7.11(B) AS OF THE MOST RECENTLY COMPLETED REFERENCE
PERIOD ENDED PRIOR TO SUCH TRANSACTION FOR WHICH THE FINANCIAL STATEMENTS AND
CERTIFICATES REQUIRED BY SECTION 6.01(A) OR 6.01(B) HAVE BEEN DELIVERED, AFTER
GIVING PRO FORMA EFFECT TO SUCH TRANSACTION AND TO ANY OTHER EVENT OCCURRING
AFTER SUCH PERIOD AS TO WHICH PRO FORMA RECALCULATION IS APPROPRIATE (INCLUDING
ANY OTHER TRANSACTION DESCRIBED IN THIS SECTION 7.02(G) OCCURRING AFTER SUCH
PERIOD) AS IF SUCH TRANSACTION HAD OCCURRED AS OF THE FIRST DAY OF SUCH PERIOD
(ASSUMING, FOR PURPOSES OF PRO FORMA COMPLIANCE WITH SECTION 7.11(B), THAT THE
MAXIMUM CONSOLIDATED LEVERAGE RATIO PERMITTED AT THE TIME BY SUCH SECTION WAS IN
FACT 0.25 TO 1.00 MORE RESTRICTIVE THAN THE CONSOLIDATED LEVERAGE RATIO ACTUALLY
PROVIDED FOR IN SUCH SECTION AT SUCH TIME);
(C)
THE AVAILABLE AGGREGATE REVOLVING COMMITMENTS SHALL BE AT LEAST
$25,000,000 AFTER GIVING EFFECT TO SUCH TRANSACTION; AND
(D)
THE BORROWER SHALL HAVE DELIVERED A CERTIFICATE OF A RESPONSIBLE
OFFICER, CERTIFYING AS TO THE FOREGOING AND CONTAINING REASONABLY DETAILED
CALCULATIONS IN SUPPORT THEREOF, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO THE ADMINISTRATIVE AGENT (ANY ACQUISITION OF AN ACQUIRED ENTITY MEETING ALL
THE CRITERIA OF THIS SECTION 7.02(G) BEING REFERRED TO HEREIN AS A "PERMITTED
ACQUISITION");
(H)
THE DIGIMARC MERGER; AND
(I)
OTHER INVESTMENTS BY THE BORROWER AND ITS SUBSIDIARIES NOT
EXCEEDING $5,000,000 IN THE AGGREGATE IN ANY FISCAL YEAR OF THE BORROWER.
7.03.
INDEBTEDNESS.
CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY
INDEBTEDNESS, EXCEPT:
(A)
INDEBTEDNESS UNDER THE LOAN DOCUMENTS;
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(B)
INDEBTEDNESS OUTSTANDING ON THE DATE HEREOF AND LISTED