Common use of LOANS, INVESTMENTS, SECONDARY LIABILITIES Clause in Contracts

LOANS, INVESTMENTS, SECONDARY LIABILITIES. With the exception of Permitted Acquisitions, make or permit to remain outstanding, or permit any Subsidiary to make or permit to remain outstanding, any loan or advance to, or guarantee, induce or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stock or dividends of, or own, purchase or acquire any stock, obligations or securities of or any other interest in, or make any capital contribution to, any other Person, in an aggregate amount at any time, collectively among the Borrower and its Subsidiaries, in excess of $1,000,000 except that the Borrower and its Subsidiaries may, without limitation as to the dollar amount of any such transactions (except as expressly provided below): (i) own, purchase or acquire certificates of deposit issued by the Agent or any Lender, commercial paper rated Xxxxx'x P-1, municipal bonds rated Xxxxx'x XX or better, direct obligations of the United States of America or its agencies, and obligations guaranteed by the United States of America; (ii) continue to own the existing capital stock of the Borrower's Subsidiaries; (iii) endorse negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (iv) allow the Borrower's Subsidiaries to make or permit to remain outstanding advances from the Borrower's Subsidiaries to the Borrower; (v) make or permit to remain outstanding loans or advances to any of Borrower's Subsidiaries not guaranteeing the repayment of the Loans or the performance of Borrower hereunder (a "Non-guaranteeing Subsidiary") or enter --------------------------- into or permit to remain outstanding guarantees in connection with the obligations of the Borrower's Non-guaranteeing Subsidiaries, provided that such loans and advances shall be limited to those arising in the ordinary course of Borrower's business and the aggregate amount of such loans or guarantees by the Borrower outstanding at any time shall not exceed $500,000; and (vi) make or permit to remain outstanding loans and advances to any of its officers, directors and shareholders or enter into or permit to remain outstanding guarantees in connection with the obligations of any of its officers, directors and shareholders, in an aggregate amount for all such loans, advances and guarantees not exceeding $500,000 outstanding at any one time.

LOANS, INVESTMENTS, SECONDARY LIABILITIES. With the exception of Permitted Acquisitions, make Make or permit to remain outstanding, or permit any Consolidated Subsidiary (except Dastek (M) and DHC) to make or permit to remain outstanding, any loan or advance to, or guarantee, induce or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stock or dividends of, or own, purchase or acquire any stock, obligations or securities of or any other interest in, or make any capital contribution to, any other Person, in an aggregate amount at any time, collectively among the except that Borrower and its Subsidiaries, in excess of $1,000,000 except that the Borrower and its Consolidated Subsidiaries may, without limitation as to the dollar amount of any such transactions (except as expressly provided below):: (i) own, purchase or acquire certificates of deposit deposit, time deposits and bankers' acceptances issued by the Agent or any LenderBanks, commercial paper rated Xxxxx'x P-1Moody's P-2 or better and/or Standard & Poor's A-2 or better, obligations or instruments issued by or guaranteed by an entity designated as Standard & Poor's A-2 or better, or Moody's P-2 or better or the equivalent by a nationally recognized credit agency, municipal bonds and other governmental and corporate debt obligations rated Xxxxx'x XX Standard & Poor's A or better and/or Moody's A-2 or better, direct obligations of the United States of America or its agencies, and obligations guaranteed or insured by the United States of America, and any funds investing in any of the foregoing; (ii) acquire and own stock, obligations or securities received in connection with debts created in the ordinary course of business owing to Borrower or a Subsidiary; (iii) continue to own the existing capital stock of the Borrower's Subsidiaries; (iiiiv) endorse negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (ivv) make loans, advances to or investments in a Subsidiary or joint venture in connection with the normal operations of the business of such Subsidiary or joint venture and allow the Borrower's Subsidiaries or any joint venture to which it is a party to make or permit to remain outstanding advances from the Borrower's Subsidiaries or such joint venture to the Borrower; (vvi) make or permit to remain outstanding loans or advances to any of Borrower's Subsidiaries not guaranteeing the repayment of the Loans or the performance of Borrower hereunder (any joint venture to which it is a "Non-guaranteeing Subsidiary") or enter --------------------------- into or permit to remain outstanding guarantees in connection with the obligations of the Borrower's Non-guaranteeing Subsidiaries, provided that such loans and advances shall be limited to those arising in the ordinary course of Borrower's business and the aggregate amount of such loans or guarantees by the Borrower outstanding at any time shall not exceed $500,000; and (vi) make or permit to remain outstanding loans and advances to any of its officers, directors and shareholders party or enter into or permit to remain outstanding guarantees in connection with the obligations of any Borrower's Subsidiaries or such joint ventures; (vii) make or permit to remain outstanding (A) loans and/or advances to Borrower's officers, stockholders and/or employees, which, in the aggregate, would not exceed $3,000,000 during the term of this Agreement, (B) loans to Borrower's vendors, in the ordinary course of Borrower's business, which, in the aggregate, do not exceed $5,000,000, (C) progress payments to Borrower's vendors made in the ordinary course of Borrower's business, and (D) (i) loans and/or advances for the purpose of purchasing Borrower's shares of stock pursuant to its employee stock purchase or option plans, (ii) advances for salary, travel and other expenses, advances against commission and other similar advances made to officers or employees in the ordinary course of Borrower's business, and (iii) loans and/or advances to or for the benefit of officers, directors or employees in connection with litigation and shareholdersother proceedings involving such persons by virtue of their status as officers, in an aggregate amount directors or employees, respectively; (viii) make investments under Borrower's deferred compensation plans for all such loans, advances the benefit of the employees of Borrower and guarantees not exceeding $500,000 outstanding at any one time.its Subsidiaries; and

LOANS, INVESTMENTS, SECONDARY LIABILITIES. With the exception of ----------------------------------------- Permitted Acquisitions, make or permit to remain outstanding, or permit any Subsidiary to make or permit to remain outstanding, any loan or advance to, or guarantee, induce or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stock or dividends of, or own, purchase or acquire any stock, obligations or securities of or any other interest in, or make any capital contribution to, any other Person, in an aggregate amount at any time, collectively among the Borrower and its Subsidiaries, in excess of $1,000,000 except that the Borrower and its Subsidiaries may, without limitation as to the dollar amount of any such transactions (except as expressly provided below): (i) own, purchase or acquire certificates of deposit issued by the Agent or any Lender, commercial paper rated Xxxxx'x Moody's P-1, municipal bonds rated Xxxxx'x XX or better, direct obligations of the United States of America or its agencies, and obligations guaranteed by the United States of America; (ii) continue to own the existing capital stock of the Borrower's SubsidiariesSubsidiaries and a 45% member interest in SMD Software L.L.C., a Washington limited liability company; (iii) endorse negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (iv) allow the Borrower's Subsidiaries to make or permit to remain outstanding advances from the Borrower's Subsidiaries to the Borrower; (v) make or permit to remain outstanding loans or advances to any of Borrower's Subsidiaries not guaranteeing the repayment of the Loans or the performance of Borrower hereunder (a "Non-guaranteeing Subsidiary") or enter --------------------------- into or permit to remain outstanding guarantees in connection with the obligations of the Borrower's Non-guaranteeing Subsidiaries, provided that such loans and advances shall be limited to those arising in the ordinary course of Borrower's business and the aggregate amount of such loans or guarantees by the Borrower outstanding at any time shall not exceed $500,000; and; (vi) make or permit to remain outstanding loans and advances to any of its officers, directors and shareholders or enter into or permit to remain outstanding guarantees in connection with the obligations of any of its officers, directors and shareholders, in an aggregate amount for all such loans, advances and guarantees not exceeding $500,000 outstanding at any one time; and (vii) enter into Hedging Transactions with any Lender pursuant to any Hedging Agreement.

LOANS, INVESTMENTS, SECONDARY LIABILITIES. With the exception of Permitted Acquisitions, make Make or permit to remain ----------------------------------------- outstanding, or permit any Subsidiary to make or permit to remain outstanding, any loan or advance to, or guarantee, induce or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stock or dividends of, or own, purchase or acquire any stock, obligations or securities of or any other interest in, or make any capital contribution to, any other Person, in an aggregate amount at any time, collectively among the Borrower and its Subsidiaries, in excess of $1,000,000 except that the Borrower and its Subsidiaries may, without limitation as to the dollar amount of any such transactions (except as expressly provided below):: (i) own, purchase or acquire certificates of deposit issued by the Agent or any Lendera bank, commercial paper rated Xxxxx'x Moody's P-1, municipal bonds rated Xxxxx'x XX or better, direct obligations of the United States of America or its agencies, and obligations guaranteed by the United States of America; (ii) continue to own the existing capital stock of the Borrower's SubsidiariesSubsidiaries and make new purchases of the capital stock of other entities as long as such new investments do not exceed in the aggregate Five Million Dollars ($5,000,000) outstanding at any one time; (iii) endorse negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (iv) allow the Borrower's Subsidiaries to make or permit to remain outstanding advances from the Borrower's Subsidiaries to the Borrower; (v) make or permit to remain outstanding loans or advances to any of the Borrower's Subsidiaries not guaranteeing the repayment of the Loans or the performance of Borrower hereunder (a "Non-guaranteeing Subsidiary") or enter --------------------------- into or permit to remain outstanding guarantees in connection with the obligations of the Borrower's Non-guaranteeing Subsidiaries; provided, provided -------- however, that such any outstanding loans and or advances by Borrower to its Subsidiaries ------- shall be limited evidenced by negotiable promissory notes, in form and substance satisfactory to those arising in Bank, and which notes shall provide for the ordinary course assignment thereof to the Bank as collateral security for the repayment of Borrower's business the Loans and the aggregate amount any other obligations of such loans or guarantees by the Borrower outstanding at any time shall not exceed $500,000; andhereunder upon the demand of the Bank; (vi) make or permit to remain outstanding loans and advances to any of its officers, directors and shareholders or affiliates or enter into or permit to remain outstanding guarantees in connection with the obligations of any of its officers, directors and shareholdersshareholders or affiliates, in an aggregate amount for all such loans, advances and guarantees not exceeding $500,000 100,000 in addition to the loans outstanding and reflected on the Borrower's financial statements dated December 31, 1995; (vii) guaranty the indebtedness of Suburban under that certain Credit Agreement between Suburban and Xxxxx Fargo Bank, National Association dated as of June 30, 1996 in a maximum amount at any one timetime not to exceed $8,000,000 for principal, plus all interest thereon and costs and expenses pertaining to the enforcement of the guaranty and/or the collection of such indebtedness; and (viii) guaranty the indebtedness of NMUI under that certain Loan Agreement between NMUI and Sunwest Bank of Albuquerque dated as of January 25, 1995 in a maximum amount at any one time not to exceed $4,000,000 for principal, plus all interest thereon and all costs and expenses pertaining to the enforcement of the guaranty and/or the collection of such indebtedness.

LOANS, INVESTMENTS, SECONDARY LIABILITIES. With the exception of Permitted Acquisitions, make Make or permit to ----------------------------------------- remain outstanding, or permit any Subsidiary to make or permit to remain outstanding, any loan or advance to, or guarantee, induce or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stock or dividends of, or own, purchase or acquire any stock, obligations or securities of or any other interest in, or make any capital contribution to, any other Person, in an aggregate amount at any time, collectively among the Borrower and its Subsidiaries, in excess of $1,000,000 except that the Borrower and its Subsidiaries may, without limitation as to the dollar amount of any such transactions (except as expressly provided below):: (i) own, purchase or acquire certificates of deposit issued by the Agent or any Lendera bank, commercial paper rated Xxxxx'x Moody's P-1, municipal bonds rated Xxxxx'x XX or better, direct obligations of the United States of America or its agencies, and obligations guaranteed by the United States of America; (ii) continue to own the existing capital stock of the Borrower's SubsidiariesSubsidiaries and make new purchases of the capital stock of other entities as long as such new investments do not exceed in the aggregate Five Million Dollars ($5,000,000) outstanding at any one time, without the Bank's prior written approval; (iii) endorse negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (iv) allow the Borrower's wholly-owned Subsidiaries to make or permit to remain outstanding advances from the Borrower's wholly-owned Subsidiaries to the Borrower; (v) make or permit to remain outstanding loans or advances to any of the Borrower's wholly-owned Subsidiaries not guaranteeing the repayment of the Loans or the performance of Borrower hereunder (a "Non-guaranteeing Subsidiary") or enter --------------------------- into or permit to remain outstanding guarantees in connection with the obligations of the Borrower's Nonwholly-guaranteeing owned Subsidiaries; provided, provided however, that such any -------- ------- outstanding loans and or advances by Borrower to its wholly-owned Subsidiaries shall be limited evidenced by negotiable promissory notes, in form and substance satisfactory to those arising in Bank, and which notes shall provide for the ordinary course assignment thereof to the Bank as collateral security for the repayment of Borrower's business the Loans and the aggregate amount any other obligations of such loans or guarantees by the Borrower outstanding at any time shall not exceed $500,000; andhereunder upon the demand of the Bank; (vi) make or permit to remain outstanding loans and advances to any of its officers, directors and shareholders or affiliates or enter into or permit to remain outstanding guarantees in connection with the obligations of any of its officers, directors and shareholdersshareholders or affiliates, in an aggregate amount for all such loans, advances and guarantees not exceeding $500,000 100,000 in addition to the loans outstanding and reflected on the Borrower's financial statements dated March 31, 1999; (vii) guaranty the indebtedness of Suburban under the Suburban Loan Documents; (viii) guaranty the indebtedness of Suburban under that certain Credit Agreement between Suburban and Mellon dated as of the date hereof in a maximum amount at any one timetime not to exceed $4,000,000 for principal, plus all interest thereon and costs and expenses pertaining to the enforcement of the guaranty and/or the collection of such indebtedness; and (ix) guaranty the unsecured bank indebtedness of NMUI in a maximum amount at any one time not to exceed $4,000,000 for principal, plus all interest thereon and all costs and expenses pertaining to the enforcement of the guaranty and/or the collection of such indebtedness.

LOANS, INVESTMENTS, SECONDARY LIABILITIES. With the exception of Permitted Acquisitions, make Make or permit ----------------------------------------- to remain outstanding, or permit any Subsidiary to make or permit to remain outstanding, any loan or advance to, or guarantee, induce or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stock or dividends of, or own, purchase or acquire any stock, obligations or securities of or any other interest in, or make any capital contribution to, any other Person, or make or permit to remain outstanding loans and advances to any of its officers, directors and shareholders or enter into or permit to remain outstanding guarantees in connection with the obligations of any of its officers, directors and shareholders, in an aggregate amount outstanding at any time, collectively among the Borrower and its Subsidiaries, in excess of $1,000,000 1,000,000, except that the Borrower and its Subsidiaries may, without limitation as to the dollar amount of any such transactions (except as expressly provided below):transactions: (i) own, purchase or acquire certificates of deposit issued by the Agent or any LenderBank, commercial paper rated Xxxxx'x Moody's P-1, municipal bonds rated Xxxxx'x XX or better, direct obligations of the United States of America or its agencies, and obligations guaranteed by the United States of America; (ii) continue to own the existing capital stock of the Borrower's Subsidiaries; (iii) endorse negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (iv) allow the Borrower's Subsidiaries to make or permit to remain outstanding advances from the Borrower's Subsidiaries to the Borrower;; and (v) allow the Borrower to make or permit to remain outstanding loans or advances from the Borrower to any of Borrower's Subsidiaries not guaranteeing the repayment of the Loans or the performance of Borrower hereunder (a "Non-guaranteeing Subsidiary") or enter --------------------------- into or permit to remain outstanding guarantees in connection with the obligations of the Borrower's Non-guaranteeing Subsidiaries, provided -------- that such loans and advances shall be limited to those arising in the ordinary course of Borrower's business and the aggregate may not exceed an amount of such loans or guarantees by the Borrower outstanding at any time shall not exceed $500,000; and (vi) make or permit to remain outstanding loans and advances to any of its officers, directors and shareholders or enter into or permit to remain outstanding guarantees in connection with the obligations of any of its officers, directors and shareholders, in an aggregate amount for all such loans, advances and guarantees not exceeding $500,000 5,000,000 outstanding at any one time." (f) Section 6.2(i) of the Credit Agreement, entitled "Asset Sales", is hereby amended in its entirety as follows:

LOANS, INVESTMENTS, SECONDARY LIABILITIES. With the exception of Permitted Acquisitions, make or permit to remain outstanding, or permit any Subsidiary to make or permit to remain outstanding, any loan or advance to, or guarantee, induce or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stock or dividends of, or own, purchase or acquire any stock, obligations or securities of or any other interest in, or make any capital contribution to, any other Person, in an aggregate amount at any time, collectively among the Borrower and its Subsidiaries, in excess of $1,000,000 except that the Borrower and its Subsidiaries may, without limitation as to the dollar amount of any such transactions (except as expressly provided below): (i) own, purchase or acquire certificates of deposit issued by the Agent or any LenderAgent, commercial paper rated Xxxxx'x Moody's P-1, municipal bonds rated Xxxxx'x XX or better, direct obligations of the United States of America or its agencies, and obligations guaranteed by the United States of America; (ii) continue to own the existing capital stock of the Borrower's Subsidiaries; (iii) endorse negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (iv) allow the Borrower's Subsidiaries to make or permit to remain outstanding advances from the Borrower's Subsidiaries to the Borrower; (v) make or permit to remain outstanding loans or advances to any of Borrower's Subsidiaries not guaranteeing the repayment of the Loans or the performance of Borrower hereunder (a "NonNON-guaranteeing GUARANTEEING Subsidiary") or enter --------------------------- into or permit to remain outstanding guarantees in connection with the obligations of the Borrower's Non-guaranteeing Subsidiaries, provided that such loans and advances shall be limited to those arising in the ordinary course of Borrower's business and the aggregate amount of such loans or guarantees by the Borrower outstanding at any time shall not exceed $500,000; and (vi) make or permit to remain outstanding loans and advances to any of its officers, directors and shareholders or enter into or permit to remain outstanding guarantees in connection with the obligations of any of its officers, directors and shareholders, in an aggregate amount for all such loans, advances and guarantees not exceeding $500,000 outstanding at any one time.

LOANS, INVESTMENTS, SECONDARY LIABILITIES. With the exception of Permitted Acquisitions, make Make or permit to remain ----------------------------------------- outstanding, or permit any Subsidiary to make or permit to remain outstanding, any loan or advance to, or guarantee, induce or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stock or dividends of, or own, purchase or acquire any stock, obligations or securities of or any other interest in, or make any capital contribution to, any other Person, in an aggregate amount at any time, collectively among the Borrower and its Subsidiaries, in excess of $1,000,000 except that the Borrower and its Subsidiaries may, without limitation as to the dollar amount of any such transactions (except as expressly provided below):: (i) own, purchase or acquire certificates of deposit issued by the Agent or any Lendera bank, commercial paper rated Xxxxx'x Moody's P-1, municipal bonds rated Xxxxx'x XX or better, direct obligations of the United States of America or its agencies, and obligations guaranteed by the United States of America; (ii) continue to own the existing capital stock of the Borrower's SubsidiariesSubsidiaries and make new purchases of the capital stock of other entities as long as such new investments do not exceed in the aggregate Five Million Dollars ($5,000,000) outstanding at any one time, without the Bank's prior written approval; (iii) endorse negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (iv) allow the Borrower's wholly-owned Subsidiaries to make or permit to remain outstanding advances from the Borrower's wholly-owned Subsidiaries to the Borrower; (v) make or permit to remain outstanding loans or advances to any of the Borrower's wholly-owned Subsidiaries not guaranteeing the repayment of the Loans or the performance of Borrower hereunder (a "Non-guaranteeing Subsidiary") or enter --------------------------- into or permit to remain outstanding guarantees in connection with the obligations of the Borrower's Nonwholly-guaranteeing owned Subsidiaries; provided, provided however, that such any outstanding loans and or -------- ------- advances by Borrower to its wholly-owned Subsidiaries shall be limited evidenced by negotiable promissory notes, in form and substance satisfactory to those arising in Bank, and which notes shall provide for the ordinary course assignment thereof to the Bank as collateral security for the repayment of Borrower's business the Loans and the aggregate amount any other obligations of such loans or guarantees by the Borrower outstanding at any time shall not exceed $500,000; andhereunder upon the demand of the Bank; (vi) make or permit to remain outstanding loans and advances to any of its officers, directors and shareholders or affiliates or enter into or permit to remain outstanding guarantees in connection with the obligations of any of its officers, directors and shareholdersshareholders or affiliates, in an aggregate amount for all such loans, advances and guarantees not exceeding $500,000 100,000 in addition to the loans outstanding and reflected on the Borrower's financial statements dated September 30, 1997; (vii) guaranty the indebtedness of Suburban under the Suburban Loan Documents; (viii) guaranty the indebtedness of Suburban under that certain Credit Agreement between Suburban and Mellon dated as of the date hereof in a maximum amount at any one timetime not to exceed $4,000,000 for principal, plus all interest thereon and costs and expenses pertaining to the enforcement of the guaranty and/or the collection of such indebtedness; and (ix) guaranty the unsecured bank indebtedness of NMUI in a maximum amount at any one time not to exceed $4,000,000 for principal, plus all interest thereon and all costs and expenses pertaining to the enforcement of the guaranty and/or the collection of such indebtedness.