EXISTING OR FUTURE INDEBTEDNESS OF ANY KIND OF ANY OTHER PERSON, EXCEPT
(A) ENDORSEMENTS IN THE ORDINARY COURSE OF BUSINESS OF NEGOTIABLE INSTRUMENTS
FOR DEPOSIT OR COLLECTION AND (B) PURSUANT TO THE SAFEGUARD INDEMNITY.
7.06
INVESTMENTS.
WITHOUT
LENDER'S PRIOR WRITTEN CONSENT, NO BORROWER SHALL MAKE ANY INVESTMENTS, EXCEPT:
(A)
INVESTMENTS CONSISTING OF CASH OR CASH
EQUIVALENTS;
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(B)
INVESTMENTS CONSISTING OF ACCOUNTS AND
PROMISSORY NOTES CREATED, ACQUIRED OR MADE AND TRADE CREDIT EXTENDED IN THE
ORDINARY COURSE OF BUSINESS AND PAYABLE OR DISCHARGEABLE IN ACCORDANCE WITH
CUSTOMARY TRADE TERMS;
(C)
INVESTMENTS CONSISTING OF CAPITAL STOCK,
OBLIGATIONS, SECURITIES OR OTHER PROPERTY RECEIVED IN SETTLEMENT OF ACCOUNTS
FROM FINANCIALLY TROUBLED OBLIGORS IN THE ORDINARY COURSE OF BUSINESS;
(D)
INVESTMENTS EXISTING AS OF THE CLOSING DATE
AND SET FORTH ON SCHEDULE 2.16 HERETO;
(E)
GUARANTEES PERMITTED BY SECTION 7.05 HEREOF;
(F)
INVESTMENTS IN ANY OTHER BORROWER THAT IS
A BORROWER PRIOR TO GIVING EFFECT TO SUCH INVESTMENT;
(G)
INVESTMENTS PERMITTED UNDER SECTION 7.04;
(H)
LOANS TO EMPLOYEES IN THE ORDINARY COURSE OF
BUSINESS CONSISTENT WITH PAST PRACTICES AND NOT TO EXCEED $150,000 IN THE
AGGREGATE TO ANY EMPLOYEE OR $300,000 IN THE AGGREGATE TO ALL EMPLOYEES; AND
(I)
INVESTMENTS CONSISTING OF THE PURCHASE OR
ACQUISITION OF CAPITAL STOCK OTHERWISE PERMITTED UNDER SECTION 7.01(B).
7.07
LOANS TO OTHER PERSONS.
NO BORROWER SHALL MAKE OR
BE PERMITTED TO HAVE OUTSTANDING ANY LOANS, ADVANCES OR EXTENSIONS OF CREDIT TO
ANY PERSON (OTHER THAN AS PERMITTED UNDER SECTIONS 7.06(F) AND 7.06(H)).
BORROWERS MAY MAKE INTERCOMPANY LOANS TO OTHER BORROWERS PURSUANT TO
SECTION 7.06(F), BUT SUCH LOANS SHALL BE DOCUMENTED PRIOR TO THE DISBURSEMENT OF
THE LOAN PROCEEDS WITH SUCH PROMISSORY NOTES, LOAN AGREEMENTS AND COLLATERAL
DOCUMENTS AS LENDER MAY REQUIRE IN ITS REASONABLE DISCRETION.
7.08
CHANGE IN OWNERSHIP/MANAGEMENT.
(A)
NO BORROWER (OTHER THAN CLARIENT) SHALL
PERMIT CLARIENT TO AT ANY TIME OWN, LEGALLY OR BENEFICIALLY, LESS THAN ONE
HUNDRED PERCENT (100%) OF THE AGGREGATE VOTING INTEREST OF ALL CLASSES OF
CAPITAL STOCK OF SUCH BORROWER ENTITLED TO VOTE GENERALLY.
(B)
UNLESS CONSENTED TO BY LENDER, OR IF A
REPLACEMENT ACCEPTABLE TO LENDER IS EMPLOYED WITHIN NINETY (90) DAYS OF ANY
TERMINATION, RON A. ANDREWS SHALL CONTINUE AS CHIEF EXECUTIVE OFFICER OF
BORROWERS ACTIVELY INVOLVED IN THE DAY-TO-DAY MANAGEMENT OF SUCH BORROWERS.
7.09
SUBORDINATED DEBT PAYMENTS.
NO BORROWER SHALL
MAKE ANY PAYMENT IN CONTRAVENTION OF THE TERMS AND CONDITIONS OF THE
SUBORDINATION AGREEMENTS.
7.10
DISTRIBUTIONS.
BORROWERS SHALL NOT DECLARE OR PAY
OR MAKE ANY FORMS OF DISTRIBUTIONS TO ITS SHAREHOLDERS, AFFILIATES, OFFICERS OR
DIRECTORS OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS, NOR MAY ANY BORROWER
DECLARE TO PAY OR MAKE ANY FORM OF DISTRIBUTION, OTHER THAN (I) TO ANOTHER
BORROWER, (II) DIVIDENDS OR DISTRIBUTIONS PAID IN STOCK OR IN RIGHTS TO BUY
STOCK, (III) TO THE EXTENT APPLICABLE, ISSUANCE OF SHARES UPON THE PROPER
EXERCISE OF WARRANTS AND STOCK OPTIONS, TOGETHER WITH PAYMENT TO NON-AFFILIATES
OF CUSTOMARY COSTS (IF ANY) INCURRED IN CONNECTION WITH SUCH ISSUANCE,
(IV) REPURCHASES OF STOCK FROM TERMINATED EMPLOYEES OR EMPLOYEES NO LONGER
EMPLOYED