PERMITTED BY SECTION 5.02(B)(I)(B);
(IV)
INVESTMENTS BY THE COMPANY AND ITS
SUBSIDIARIES IN DEMAND DEPOSIT ACCOUNTS MAINTAINED IN THE ORDINARY COURSE OF
BUSINESS WITH ANY PERSON OF THE TYPE REFERRED TO IN CLAUSE (I), (II), (III),
(IV) OR (V) OF THE DEFINITION OF "ELIGIBLE ASSIGNEE" AND IN CASH EQUIVALENTS;
(V)
INVESTMENTS BY THE COMPANY OR A SUBSIDIARY
OF THE COMPANY IN PERMITTED ACQUISITIONS, PROVIDED, HOWEVER, THAT AFTER MAKING
SUCH PERMITTED ACQUISITIONS AND GIVING EFFECT TO ALL MERGERS AND ACQUISITIONS
PERMITTED UNDER SECTION 5.02(D)(I) (A) THE AGGREGATE CASH PORTION OF THE
PURCHASE PRICE FOR ALL PERMITTED ACQUISITIONS AND SUCH MERGERS AND ACQUISITIONS
DOES NOT EXCEED 25% OF THE COMPANY'S TOTAL CAPITALIZATION, (B) NET CASH SHALL
NOT BE LESS THAN $275,000,000 AND (C) IMMEDIATELY BEFORE AND AFTER GIVING EFFECT
THERETO, NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING OR WOULD RESULT
THEREFROM;
(VI)
INVESTMENTS DESCRIBED ON SCHEDULE 5.02(F)(VI)
HERETO (WHICH SHALL SET FORTH AS OF THE DATE HEREOF THE AMOUNT, OBLIGOR OR
ISSUER AND MATURITY, IF ANY, THEREOF);
(VII)
EQUITY INVESTMENTS RECEIVED IN CONSIDERATION BY
THE COMPANY OR ANY SUBSIDIARY FOR THE LICENSING OF TECHNOLOGY OWNED OR LICENSED
BY THE COMPANY OR SUCH SUBSIDIARY, RESPECTIVELY, IN THE ORDINARY COURSE OF
BUSINESS ON A BASIS CONSISTENT WITH PAST PRACTICE OR CONSISTENT WITH EVOLVING
INDUSTRY PRACTICE;
(VIII)
LOANS AND ADVANCES TO EMPLOYEES IN THE ORDINARY
COURSE OF THE BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES AS PRESENTLY
CONDUCTED IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $10,000,000 AT ANY TIME
OUTSTANDING; AND
(IX)
OTHER INVESTMENTS, PROVIDED THAT AFTER
MAKING ANY SUCH INVESTMENT NET CASH SHALL NOT BE LESS THAN $275,000,000, EXCEPT
WHERE THE CONSIDERATION FOR SUCH INVESTMENT CONSISTS EXCLUSIVELY OF EQUITY
INTERESTS IN THE COMPANY, AND PROVIDED FURTHER, IN THE CASE OF INVESTMENTS
REFERRED TO IN CLAUSE (I) OF THE DEFINITION THEREOF, THAT THE COMPANY SHALL
RETAIN CONTROL OF THE ENTITY IN WHICH THE INVESTMENTS ARE MADE, EXCEPT WHERE THE
PURPOSE OF THE INVESTMENT IS TO CREATE A JOINT VENTURE TO FURTHER THE PERMITTED
BUSINESS.
(G)
RESTRICTED PAYMENTS.
DECLARE OR PAY ANY
DIVIDENDS, PURCHASE, REDEEM, RETIRE, DEFEASE OR OTHERWISE ACQUIRE FOR VALUE ANY
OF ITS EQUITY INTERESTS OR SUBORDINATED DEBT NOW OR HEREAFTER OUTSTANDING,
RETURN ANY CAPITAL TO ITS STOCKHOLDERS, PARTNERS OR MEMBERS (OR THE EQUIVALENT
PERSONS THEREOF) AS SUCH, OR PERMIT ANY OF ITS SUBSIDIARIES TO PURCHASE, REDEEM,
RETIRE, DEFEASE OR OTHERWISE ACQUIRE FOR VALUE EQUITY INTERESTS OR SUBORDINATED
DEBT OF THE COMPANY OR TO ISSUE OR SELL ANY EQUITY INTERESTS OR SUBORDINATED
DEBT OF SUCH SUBSIDIARY (OTHER THAN SALES OF EQUITY INTERESTS OF SUCH SUBSIDIARY
TO JOINT VENTURE PARTNERS IN CONNECTION WITH THE FORMATION OF A JOINT VENTURE TO
FURTHER THE PERMITTED BUSINESS), EXCEPT THAT:
(I)
THE COMPANY MAY (A) DECLARE AND PAY
DIVIDENDS AND DISTRIBUTIONS PAYABLE ONLY IN COMMON STOCK OF THE COMPANY, (B)
PURCHASE, REDEEM, RETIRE, DEFEASE OR OTHERWISE ACQUIRE SHARES OF ITS CAPITAL
STOCK OR SUBORDINATED DEBT FOR CASH PROVIDED, HOWEVER, THAT THE AGGREGATE AMOUNT
OF CASH USED FOR SUCH PURCHASES, REDEMPTIONS, RETIREMENTS, DEFEASANCES AND
ACQUISITIONS UNDER THIS