Common use of Loans, Investments, Guarantees, Etc Clause in Contracts

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (c) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (d) the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall not, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock shares or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; and (cb) investments in: (i) short-term direct obligations of the United States Canadian Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such the Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; investments and (dc) the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided hereinNeither Parent nor any Borrower shall, no Borrower nor shall it permit its Subsidiaries to, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1in Cash Equivalents; provided, that, as to any Cash Equivalents that are of the foregoinga type constituting Collateral, unless waived in writing by Lender, such a Borrower or Guarantor shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (dc) the loans, advances and guarantees set forth on Schedule 9.10 heretoin the Information Certificate and guarantees of the Obligations or the Senior Notes; provided, that, as to such loans, advances and guarantees, (d) acquisitions of or investments in (i) such Subsidiaries of Parent which are Borrowers shall not, directly or indirectly, (A) amend, modify, alter Guarantors on the date hereof or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) any Person which become a Subsidiary of Parent as a result of such Borrower shall furnish to Lender all notices of default acquisition or demands investment, provided that in connection with such loansacquisition or investment, advances such new Subsidiary either becomes a Borrower hereunder or guarantees or other indebtedness subject the Obligations and grants to Lender a first priority security interest in all of its property of the type that would constitute Collateral if such Subsidiary were a Borrower hereunder, pursuant to documentation in form and substance satisfactory to Lender, and provided that no Event of Default shall have occurred and be continuing after giving effect to such guarantees either received by acquisition of or investment in such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may beSubsidiary; and (e) loansany loan, advances advance, investment, or other transaction described above if after giving effect thereto, no Event of Default has occurred and is continuing and the aggregate amount of such transactions and all payments permitted under Section 9.11(g) since the date hereof is less than the Permitted Payment Amount; (f) obligations incurred to fix the interest rate on any variable rate indebtedness permitted hereunder; (g) investments in securities of customers received pursuant to any plan of reorganization or similar arrangement upon the ordinary course bankruptcy or insolvency of each such Person's business operations, customers; (h) investments as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.a result of consideration received in an Asset Sale permitted under Section 9.7; (i) investments in

Loans, Investments, Guarantees, Etc. Except as set out in Without the Distribution Agreement and as otherwise provided hereinprior written consent of the Required Lenders, no Borrower shall neither Operating Company shall, directly or indirectly, make any loans or advance money or property to any personPerson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock shares (other than as may be permitted in accordance with Section 10.11) or indebtedness or all or a substantial part of the assets or property of any personPerson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the Government of Canada, the United States Governmentof America or any political subdivision of either thereof or any instrumentality of any of the foregoing, (ii) negotiable certificates of deposit issued by any Lender or any bank whose long-term debt is Investment Grade or is otherwise satisfactory to Lenderthe Administrative Agent, payable to the order of such Borrower an Operating Company or to bearer and delivered to Lenderthe Administrative Agent or the security entitlements to which are credited to an account control agreement to which the Administrative Agent is party, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lenderthe Administrative Agent, such Borrower an Operating Company shall take such actions as are deemed necessary by Lender the Administrative Agent, acting reasonably, to perfect the security interest of Lender Lenders in such investments; , (dc) the loans, advances advances, guarantees and guarantees other financial assistance set forth on Schedule 9.10 10.10 hereto, and (d) marketable securities; providedand provided further, that, as solely with respect to such the loans, advances advances, guarantees and guaranteesother financial assistance set forth on Schedule 10.10 hereto, (i) such Borrowers Borrower shall not, directly or indirectly, (A) materially amend, modify, alter or change the terms of such investments, loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender the Administrative Agent all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such the Borrower or on its behalf, promptly after the receipt thereof, or sent by such the Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall not, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, exceptEXCEPT: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such the Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; providedPROVIDED, thatTHAT, as to any of the foregoing, unless waived in writing by Lender, such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; investments and (dc) the loans, advances and guarantees set forth on Schedule 9.10 hereto; providedPROVIDED, thatTHAT, as to such loans, advances and guarantees, (i) such Borrowers Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no (a) Borrower shall not, directly or indirectly, make any loans or advance money or property to any personPerson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any personPerson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (bi) the endorsement of instruments for collection or deposit in the ordinary course of business; (cii) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (diii) as otherwise agreed heretofore or hereafter in writing by Lender, and (iv) the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guaranteesguarantees set forth on Schedule 9.10, (i) such Borrowers Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Each Borrower shall not, directly or indirectly, make any loans or advance money (other than sales on credit in the ordinary course of its business) or property to any person, or invest in (by capital contribution, dividend (except as expressly permitted under Section 9.11) or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) intercompany ------ loans to employees of and advances among the Borrowers not to exceed at and Guarantors or investments by any one time $75,000, Borrower in the aggregateany other Borrower or Guarantor; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (c) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1in Cash Equivalents; provided, that, as to any of the foregoing, unless waived in writing by Lender, so long as -------- ---- any Obligations are outstanding such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (d) the existing loans, advances and guarantees by such Borrower outstanding as of the date hereof as set forth on Schedule 9.10 heretohereto or as permitted under Section 9.9; provided, that, as to such loans, advances and guarantees-------- ---- guarantees and except as permitted under Section 9.9, (i) such Borrowers Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related theretothereto in any manner which purports to grant any lien, collateral or other security therefor, or (B) as to such guarantees, except as otherwise permitted herein with respect to the underlying indebtedness, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, guarantee or set aside or otherwise deposit or invest any sums for such purpose, purpose and (ii) such Borrower shall furnish to Lender all notices of default notices, demands or demands other materials in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loansloans or advances of money (other than salary) to officers, directors, employees, independent contractors, or stockholders of Borrower consisting of (i) expense advances or investments in the ordinary course of business consistent with past practices, (ii) loans, not to exceed $500,000 outstanding in the aggregate at any time and (iii) loans to Borrowers' employees, officers and directors in connection with the purchase by such employees, officers and directors of common stock of Parent so long as the cash proceeds of such purchase received by Parent are contemporaneously remitted by Parent to G+G as a capital contribution and that such obligations of employees, officers and/or directors are evidenced by promissory notes; (f) Borrowers shall be permitted to form or purchase subsidiaries and, except as expressly limited in Section 9.2, contribute assets or properties to subsidiaries engaged in a like business as G+G; provided that, in each instance -------- ---- each such Person's subsidiary executes and delivers an amendment to this Agreement adding such subsidiary as a "Borrower" hereunder, together with related documents including UCC-1 financing statements or, alternatively, becomes a "Guarantor" and executes and delivers a guarantee of the Obligations hereunder and a security agreement and related documents including UCC-1 financing statements granting Lender a first priority security interest in and lien upon all assets of such subsidiary; (g) make investments in account debtors received in connection with the bankruptcy or reorganization, or in settlement of delinquent obligations, of customers in the ordinary course of business operations, and in accordance with applicable collection and credit policies established by such Borrower; (h) promissory notes and other similar noncash consideration received as presently existing, among LSAP, L&SB, LSBE, Rotex proceeds of asset dispositions permitted by Section 9.7; and Tribonetics(i) the guarantee by any Borrower of the obligations of any other Borrower or Guarantor.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Canadian Borrower shall not, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock shares or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Canadian Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to LenderAgent, payable to the order of such Canadian Borrower or to bearer and delivered to LenderAgent, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by LenderRequired Lenders, such Canadian Borrower shall take such actions as are deemed necessary by Lender Required Lenders to perfect the security interest of Lender Agent in such investments; (dc) the loans, advances and guarantees set forth on Schedule 9.10 8.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers Canadian Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Canadian Borrower shall furnish to Lender Agent and Tranche B Agent all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Canadian Borrower or on its behalf, promptly after the receipt thereof, or sent by such Canadian Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (ed) loansloans to SMTC Corporation and/or HTM not to exceed the amount, advances and to the extent such amount has not already been paid as dividends or investments loans to SMTC Corporation and/or HTM as provided, and for the purposes set forth, in Section 8.11 of this Agreement and Sections 8.10 and 8.11 of the US Loan Agreement, required in any fiscal year of SMTC Corporation to allow (i) SMTC Corporation to pay its consolidated income taxes payable and (ii) SMTC Corporation and HTM to pay their respective administrative costs (being the legal and audit fees and insurance costs payable by SMTC Corporation on behalf of its Subsidiaries) consistent with past practice (as disclosed in writing to Agent prior to the Closing Date) up to US$2,500,000 in the ordinary course aggregate per fiscal year of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and TriboneticsSMTC Corporation.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall not, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (c) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (d) investments and the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall not, directly or indirectly, without the prior written consent of Agent which is not to be unreasonably withheld, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock shares or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Canadian Government and the U.S. Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to LenderAgent, payable to the order of such Borrower or to bearer and delivered to LenderAgent, and (iii) commercial paper rated A1 or P1; , and (iv) term deposits with the Bank of Montreal and The Toronto-Dominion Bank existing as of the date hereof provided, that, as to any of the foregoing, unless waived in writing by LenderAgent, such Borrower shall take such actions as are deemed necessary by Lender Agent to perfect the security interest first-ranking Lien of Lender Agent in such investments; (c) financial guarantees and letters of credit to support Borrower’s operations in China and other financial guarantees in an aggregate amount not to exceed $35,000,000; (d) the guarantees by Borrower of the real property lease obligations of the obligors and in the amounts set forth on Schedule 9.10A hereto (and any renewals or replacements thereof not to exceed in the aggregate the amounts set forth on Schedule 9.10A hereto) and the loans, advances and guarantees set forth on Schedule 9.10 9.10B hereto; provided, that, as to such loans, advances and guaranteesguarantees set forth on Schedule 9.10B hereto, (i) such Borrowers Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender Agent all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loanspurchase or repurchase any and all shares, advances interest, participations or investments other equivalents in Borrower’s capital stock or other equity interests at any time outstanding, and any and all rights, warrants or options exchangeable for or convertible into such capital stock or other interests (excluding any debt security that is exchangeable for or convertible into such capital stock); (f) enter into joint ventures, acting as a prudent investor, with strategic partners for the purpose of advancing Borrower’s business provided that Borrower’s investment in such joint ventures, whether direct or indirect, shall not, at any time and in the aggregate, exceed $25,000,000 and shall not result in a derogation of the value of the Collateral or Agent’s, subject to Permitted Liens, first priority Liens therein; (g) make loans or advance money to Affiliates in the ordinary course of each Borrower’s business with the proceeds of issuance of shares in the capital of Borrower, provided such Person's proceeds are used in the ordinary course of business operationsand shall not, for further clarity, be subject to any other restrictions on use contained herein; (h) make payments to employees in connection with the repurchase of phantom stock (including stock appreciation rights) in the ordinary course of business; (i) payments to counterparties under or in connection with Hedging Agreements entered into in accordance with the terms of this Agreement; and (j) loans, investments, purchases of shares, indebtedness, assets or properties of an arm’s length third party and guarantees; provided that (i) such loans, investments, purchases and guarantees shall not exceed an aggregate amount (when combined with the amount of dividend payments made under Section 9.11(b)) of $35,000,000, (ii) such loans, investments and purchases (and the assets resulting therefrom) shall be subject to the first priority Liens of Agent, (iii) such loans shall only be made to Obligors whose assets and properties are subject to the first priority Liens of Agent, (iv) such guarantees shall not be secured by any Liens on the assets or properties of Borrower and (v) both before and after giving effect thereto, Borrower is in compliance with all terms of the Financing Agreements including the financial covenants set forth in Sections 9.13, 9.14, 9.23 and 9.24 hereof and no Default or Event of Default exists and is continuing or would occur as presently existinga result thereof. Borrower shall pay, among LSAPor shall cause the obligors listed in Schedule 9.10A hereto to pay, L&SBall amounts due and owing under the leases that Borrower has guaranteed as set out in Schedule 9.10A hereto. Any Future Permitted Transaction by Borrower and any investment, LSBElicense, Rotex purchase or other transaction reasonably related thereto and Triboneticsin furtherance thereof shall be permitted hereunder and the amount of any such investment, license, purchase or other transaction shall not be included in (or count against) any of the foregoing basket amounts described in this Section 9.10.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall not directly or indirectly, make or permit to exist any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock Capital Stock or indebtedness or all or a substantial part of the assets or property of any personPerson, or form or acquire any Subsidiaries or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such Borrower in cash or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1Cash Equivalents; provided, provided that, as to any of the foregoing, unless waived in writing by Lender, such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (dc) the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (ed) loans, loans and advances or investments not in excess of the amount of $100,000 outstanding in the ordinary course aggregate for all such loans and advances during the term of each this Agreement; provided that, no such Person's business operationsloan or advance shall be made to any Affiliate of Borrower, as presently existing, among LSAP, L&SB, LSBE, Rotex and Triboneticsto the holder of any Capital Stock of Borrower or to any Person described on Schedule 9.21 hereto.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall not, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock shares or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, cash deposited in accounts permitted under Section 9.15 and Cash Equivalents held in such accounts for a period not exceeding five (5) Business Days; and (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to investments in cash and Cash Equivalents other than as permitted under Section 9.10(b)(i) provided that (a) there are no Loans outstanding at the order of time such Borrower or to bearer and delivered to Lender, investments are made; and (iiib) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Agent Borrower shall take such actions as are deemed necessary by Lender Agent to perfect the security interest of Lender Agent and Lenders in such investmentsinvestments and such investments are pledged and delivered to Agent upon Agent's request; (dc) the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender Agent all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (d) unsecured guarantees of obligations of Borrower's account debtors to flooring plan providers relating to the sale of Inventory by Borrower in an amount not to exceed $2,500,000 individually outstanding at any time with respect to any account debtor or $10,000,000 outstanding at any time in the aggregate, (e) loansinvestments in connection with Hedging Obligations to the extent permitted under Sections 9.9(g) and 9.8(l), (f) obligations of Borrower to repurchase Inventory from flooring plan providers; provided that following the repurchase of Inventory pursuant to such obligations for an aggregate amount in excess of $5,000,000, no further such agreements will be entered into until such Inventory is sold for an aggregate amount at least equal to the aggregate purchase price paid by the Borrower upon such repurchase, (g) advances or investments deposits in connection with obligations under payroll administration plans, employee benefit programs, leases or credit card plans to the extent such advances and deposits are permitted under Section 9.8(f), (h) unsecured guarantees issued to credit card providers in a principal amount not to exceed $100,000 outstanding at any time, (i) advances or loans to employees or directors of Borrower in the ordinary course of each business in a principal amount not to exceed the Canadian Dollar Amount of $500,000 in aggregate outstanding at any time, for necessary work-related travel or other ordinary expenses to be incurred by such Personemployees or directors in connection with their work for Borrower; and necessary relocation expenses of such employees, (j) stock, debt and securities or other property received in connection with the bankruptcy or reorganization of, or in settlement of delinquent obligations of or disputes with Borrower's business operationscustomers or suppliers provided, that, the original of any such stock or investment evidencing such obligations shall be promptly delivered to Agent, upon Agent's request, together with such stock power assignment or endorsement by Borrower as presently existingAgent may request; and (m) obligations of account debtors to Borrower arising from Accounts which are past due evidenced by a promissory note made by such account debtor payable to Borrower; provided, among LSAPthat, L&SBpromptly upon the receipt of the original of any such promissory note by Borrower, LSBEsuch promissory note shall be endorsed to the order of Agent and the rateable benefit of Lenders, Rotex by Borrower and Triboneticspromptly delivered to Agent as so endorsed.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall not, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock (except repurchases of Borrower's own shares as permitted in Section 9.11 hereof) or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable 38 certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such the Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; , (c) loans to employees of Borrower not exceeding $100,000 at any time outstanding in the aggregate, and (d) the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as set out in None of the Distribution Agreement and as otherwise provided herein, no Borrower Borrowers shall directly or indirectly, indirectly make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such any Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower Borrowers shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (c) loans and advances by one Borrower to another Borrower constituting permitted indebtedness under Section 9.9 hereof; (d) advances to employees of Borrowers for travel and relocation expenses, in the ordinary course of business, not to exceed $500,000 in the aggregate for all such advances by any and all Borrowers at any one time outstanding; and (e) the existing loans, advances and guarantees by Borrowers outstanding as of the date hereof as set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to any such guarantees, guarantee or set aside or otherwise deposit or invest any sums for such purpose, purpose and (ii) such Borrower Borrowers shall furnish to Lender all notices of default notices, demands or demands other material in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower Borrowers or on its their behalf, promptly after the receipt thereof, or sent by such Borrower Borrowers or on its their behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement Borrowers and as otherwise provided herein, no Borrower NSC shall not directly or indirectly, make or permit to exist any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock Capital Stock or indebtedness or all or a substantial part of the assets or property of any person, or form or acquire any Subsidiaries or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such Borrower in cash or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1Cash Equivalents; provided, provided that, as to any of the foregoing, unless waived in writing by Lender, such Borrower Borrowers and NSC shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (dc) the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers Borrower and NSC shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower Borrowers and NSC shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such a Borrower or NSC or on its behalf, promptly after the receipt thereof, or sent by such a Borrower or NSC or on its behalf, concurrently with the sending thereof, as the case may be; (d) loans and advances not in excess of the amount of $500,000 outstanding in the aggregate for all such loans and advances during the term of this Agreement; provided that, no such loan or advance shall be made to any Affiliate of a Borrower or any Person described on Schedule 9.22 hereto; (e) loans, loans or advances or investments by any Borrower to any of the other Borrowers and (f) loans and advances by Borrowers to NSC not in excess of the amount of $250,000 incurred in any fiscal year to be used by NSC for the payment of its ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Triboneticsnecessary expenses.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall not, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness Indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States GovernmentGovernment or fully guaranteed or insured by the United States Government or any agency thereof, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such the Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1, and (iv) money market funds that invest exclusively in one or more of the foregoing types of permitted investments; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; , (c) loans and advances to employees of Borrower in the ordinary course of business, consistent with past practices, in an aggregate amount for all such loans and advances not to exceed $50,000 at any one time outstanding, (d) conversions of shares of Class B convertible common stock outstanding on the date hereof into shares of Borrower's common stock in accordance with the terms of such Class B convertible common stock as in effect on the date hereof; and (e) the existing loans, advances and guarantees by Borrower outstanding as of the date hereof as set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, guarantee or set aside or otherwise deposit or invest any sums for such purpose, purpose and (ii) such Borrower shall furnish to Lender all notices of default notices, demands or demands other materials in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided hereinNo Borrower shall, no Borrower shall directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such the applicable Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such each Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (c) the contemplated purchase of assets of Action Environmental Corp. by Perma-Fix of Ft. Lauderdale, Inc., upon the prior written consent of Congress, which consent shall not be unreasonably withheld, so long as such action as Lender may require in respect of the Collateral shall be taken by Borrowers; and (d) the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers shall notno Borrower shall, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower Borrowers shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower Borrowers or on its behalf, promptly after the receipt thereof, or sent by such any Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no No Borrower shall directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such Borrower or to bearer and 25 31 delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such the applicable Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; investments and (dc) the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, guarantees (i) such Borrowers the applicable Borrower shall not, not directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such the applicable Borrower shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.. 9.11

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided hereinBorrowers shall not, no Borrower shall directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such a Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower Borrowers shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; investments and (dc) the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower Borrowers shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such a Borrower or on its behalf, promptly after the receipt thereof, or sent by such a Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided hereinaccordance with Section 9.17 hereof, no Borrower shall not, and shall not permit any Subsidiary to, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (dc) the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (d) Borrower may make investments in or loans to its wholly-owned Subsidiary, All-American Bottling Financial Corporation, to the extent necessary to fund Senior Bond Repurchases; (e) All-American Bottling Financial Corporation may make Senior Bond Repurchases so long as no default under this Agreement or any of the other Financing Agreements shall have occurred and be continuing or occur as a result thereof; and (f) any other loans, advances of money or property, investments in or purchases of stock, indebtedness, assets or property, or guarantees or endorsements not to exceed $250,000 in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Triboneticsaggregate at any time.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall not, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock shares or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; and (cb) investments in: (i) short-term direct obligations of the United States Canadian Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; , (c) advances made to employees in the ordinary course of business on account of expenses not yet incurred and (d) the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided hereinNo Borrower shall, no Borrower shall directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock shares or indebtedness or for all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course Ordinary Course of businessBusiness; (cb) investments in: (i) short-term direct obligations of the United States US Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to LenderAgent, payable to the order of such a Borrower or to bearer and delivered to LenderAgent, and (iii) commercial paper rated A1 Al or P1Pl; provided, that, as to any of the foregoing, unless waived in writing by LenderRequired Lenders, such Borrower the Borrowers shall take such actions as are deemed necessary by Lender Required Lenders to perfect the security interest of Lender Agent in such investments; (dc) the loans, advances and guarantees set forth on Schedule 9.10 8.12 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers no Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower the Borrowers shall furnish to Lender Agent all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower it or on its behalf, promptly after the receipt thereof, or sent by such Borrower it or on its behalf, concurrently with the sending thereof, as the case may be; (d) loans to SMTC Corporation and/or HTM not to exceed the amount, and to the extent such amount has not already been paid as dividends or loans to SMTC Corporation and/or HTM as provided, and for the purposes set forth, in Section 8.13 of this Agreement, required in any fiscal year of SMTC Corporation to allow (i) SMTC Corporation to pay its consolidated income taxes payable and (ii) SMTC Corporation and HTM to pay their respective administrative costs (being the legal and audit fees and insurance costs payable by SMTC Corporation on behalf of its Subsidiaries) consistent with past practice (as disclosed in writing to Agent prior to the Closing Date) up to US$2,500,000 in the aggregate per fiscal year of SMTC Corporation; (e) loans, advances advances, investments, purchases, repurchases, guarantees, assumptions, endorsements or investments responsibilities up to US$250,000 in the ordinary course aggregate per fiscal year of each SMTC Corporation, provided that (i) prior to any such Person's business operationsaction Total Excess Availability is greater than US$3,000,000 immediately after giving effect to such action or the average Total Excess Availability is greater than US$3,000,000 for the fifteen (15) days immediately preceding such action and (ii) any unused portion of such US$250,000 permitted amount may not be carried over to the next succeeding fiscal year of SMTC Corporation; (f) Agent and Lenders acknowledge that SMTC Corporation and its indirect subsidiary SMTC Asia Limited propose to enter into a joint venture agreement (a draft of which has been provided to Agent and marked “Draft (7): July 7, 2008”) with Alco Holdings Limited and its indirect subsidiary Commusonic Industries Limited pursuant to which the parties thereto will agree to jointly pursue the formation of a company to be located in Hong Kong and named SMTC Alco Limited with its objective being to establish and operate a manufacturing facility in Xxxxx An, Guangdong Province, People’s Republic of China and the Borrowers agree to cause SMTC Asia Limited to provide Agent with such guarantees, and first-ranking security over its property as presently existingAgent may request, among LSAPtogether with applicable certificates, L&SBresolutions and opinions related thereto, LSBEall in form and substance satisfactory to Agent in its sole discretion, Rotex (g) advances, loans or extensions of credit with respect to the extension of commercial trade credit in connection with the sale of Inventory in the Ordinary Course of Business, (h) loans to another Borrower, (i) loans to employees and Triboneticsofficer of Borrowers in an aggregate amount not to exceed $100,000 at any time.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Neither Borrower nor any of its subsidiaries shall directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such the Borrower or a subsidiary or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoingforegoing owned by Borrower, unless waived in writing by Lender, such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (dc) the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers Borrower or the applicable subsidiary shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or the applicable subsidiary or on its behalf, promptly after the receipt thereof, or sent by such Borrower or the applicable subsidiary or on its behalf, concurrently with the sending thereof, as the case may be; and (ed) loans, loans and advances or investments to employees in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Triboneticsin an unpaid principal amount not exceeding $50,000 individually or $100,000 in the aggregate at any time.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Each US Borrower shall not, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock shares or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States US Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to LenderAgent, payable to the order of such a US Borrower or to bearer and delivered to LenderAgent, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by LenderRequired Lenders, such each US Borrower shall take such actions as are deemed necessary by Lender Required Lenders to perfect the security interest of Lender Agent in such investments; (dc) the loans, advances and guarantees set forth on Schedule 9.10 8.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers each US Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such each US Borrower shall furnish to Lender Agent and Tranche B Agent all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower it or on its behalf, promptly after the receipt thereof, or sent by such Borrower it or on its behalf, concurrently with the sending thereof, as the case may be; and (ed) loansloans to SMTC Corporation and/or HTM not to exceed the amount, advances and to the extent such amount has not already been paid as dividends or investments loans to SMTC Corporation and/or HTM as provided, and for the purposes set forth, in Section 8.11 of this Agreement and Sections 8.10 and 8.11 of the Canadian Loan Agreement, required in any fiscal year of SMTC Corporation to allow (i) SMTC Corporation to pay its consolidated income taxes payable and (ii) SMTC Corporation and HTM to pay their respective administrative costs (being the legal and audit fees and insurance costs payable by SMTC Corporation on behalf of its Subsidiaries) consistent with past practice (as disclosed in writing to Agent prior to the Closing Date) up to US$2,500,000 in the ordinary course aggregate per fiscal year of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and TriboneticsSMTC Corporation.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall not, directly or indirectly, make any loans or advance money or property to any personPerson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any personPerson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-short- term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such the Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; , (c) loans to employees of Borrower not to exceed $100,000 in the aggregate outstanding at any time and (d) the loans, advances and guarantees set forth on Schedule 9.10 and all renewals, extensions and refinances thereof (subject to the same conditions imposed on "refinancings" under Section 9.9) hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender all material notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall not, directly or indirectly, make any loans or advance money or property to any personPerson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any personPerson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to LenderAgent, payable to the order of such Borrower or to bearer and delivered to LenderAgent, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by LenderAgent, such Borrower shall take such actions as are deemed necessary by Lender Agent to perfect the security interest of Lender Agent in such investments; and (dc) the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guaranteesguarantees set forth on Schedule 9.10, (i) such Borrowers Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender Agent all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Canadian Borrower shall not, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock shares or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; and (cb) investments in: (i) short-term direct obligations of the United States Canadian Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such the Canadian Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Canadian Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (dc) the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers Canadian Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Canadian Borrower shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Canadian Borrower or on its behalf, promptly after the receipt thereof, or sent by such Canadian Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (ed) loansloans to SMTC Corporation and/or HTM not to exceed the amount, advances or investments and to the extent such amount has not already been paid as dividends to SMTC Corporation and/or HTM as provided, and for the purposes set forth, in Section 9.11, required in any fiscal year of SMTC Corporation to allow (i) HTM to make payments under the Amended Subordinated Credit Facility Agreement to the extent permitted pursuant to this Agreement and the Intercreditor Agreement, (ii) SMTC Corporation to pay its consolidated income taxes payable and (iii) SMTC Corporation and HTM to pay their respective administrative costs (being the legal and audit fees and insurance costs payable by SMTC Corporation on behalf of its Subsidiaries) consistent with past practice (as disclosed in writing to Lender prior to the date hereof) up to US$2,500,000 in the ordinary course aggregate per fiscal year of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and TriboneticsSMTC Corporation.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall not directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock shares or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Canadian Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such the Borrower or to bearer and delivered to Lenderbearer, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; and (dc) the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall not, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lenderthe Majority of Lenders, payable to the order of such the Borrower or to bearer and delivered to LenderLenders, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lendera Majority of Lenders, such Borrower shall take such actions as are deemed necessary by Lender a Majority of Lenders to perfect the security interest of Lender Lenders in such investments; , (c) loans or advances to Borrower's subsidiaries not exceeding $1,100,000 in the aggregate outstanding at any time, and (d) the loans, advances and guarantees set forth on Schedule 9.10 4.4 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender Lenders all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement Borrowers and as otherwise provided herein, no Borrower NSC shall not directly or indirectly, make or permit to exist any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock Capital Stock or indebtedness or all or a substantial part of the assets or property of any person, or form or acquire any Subsidiaries or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such Borrower in cash or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1Cash Equivalents; provided, provided that, as to any of the foregoing, unless waived in writing by Lender, such Borrower Borrowers and NSC shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (dc) the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers Borrower and NSC shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower Borrowers and NSC shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such a Borrower or NSC or on its behalf, promptly after the receipt thereof, or sent by such a Borrower or NSC or on its behalf, concurrently with the sending thereof, as the case may be; (d) loans and advances not in excess of the amount of $500,000 outstanding in the aggregate for all such loans and advances during the term of this Agreement ; provided that, no such loan or advance shall be made to any Affiliate of a Borrower or any Person described on Schedule 9.22 hereto; (e) loansloans or advances by any Borrower to any of the other Borrowers, (f) loans and advances or investments by Borrowers to NSC not in excess of the amount of $250,000 incurred in any fiscal year to be used by NSC for the payment of its ordinary course and necessary expenses and (g) a contribution by NSC to the capital of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and TriboneticsPueblo(or a reduction of the amount of the NSC Notes) to the extent of any discount derived by NSC on the purchase of the Senior Secured Notes pursuant to the Note Purchase Offer.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall not, directly or indirectly, make any loans or advance money or property to any personPerson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any personPerson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable 42 certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such the Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; , (c) loans to employees of Borrower not to exceed $100,000 in the aggregate outstanding at any time and (d) the loans, advances and guarantees set forth on Schedule 9.10 and all renewals, extensions and refinances thereof (subject to the same conditions imposed on “refinancings” under Section 9.9) hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender all material notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Each US Borrower shall not, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock shares or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States US Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such a US Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such each US Borrower shall take such actions as are deemed necessary by Lender US Collateral Agent to perfect the security interest of Lender US Collateral Agent in such investments; (dc) the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers each US Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such each US Borrower shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower it or on its behalf, promptly after the receipt thereof, or sent by such Borrower it or on its behalf, concurrently with the sending thereof, as the case may be; and (ed) loansloans to SMTC Corporation and/or HTM not to exceed the amount, advances or investments and to the extent such amount has not already been paid as dividends to SMTC Corporation and/or HTM as provided, and for the purposes set forth, in Section 9.11, required in any fiscal year of SMTC Corporation to allow (i) HTM to make payments under the Amended Subordinated Credit Facility Agreement to the extent permitted pursuant to this Agreement and the Intercreditor Agreement, (ii) SMTC Corporation to pay its consolidated income taxes payable and (iii) SMTC Corporation and HTM to pay their respective administrative costs (being the legal and audit fees and insurance costs payable by SMTC Corporation on behalf of its Subsidiaries) consistent with past practice (as disclosed in writing to Lender prior to the date hereof) up to US$2,500,000 in the ordinary course aggregate per fiscal year of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and TriboneticsSMTC Corporation.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall not, and shall ensure that each Obligor does not, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock shares or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: except (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; and (cb) investments in: (i) short-term direct obligations of the Canadian Government or the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 Al or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower shall take such actions as are deemed necessary by Lender US Collateral Agent to perfect the security interest Lien of US Collateral Agent and/or Lender in such investments; and (c) Acquisitions; and (d) travel advances, employee relocation loans and other employee loans and advances in the ordinary course of business of Borrower; and (e) the loans, advances and other guarantees set forth on Schedule 9.10 8.10 hereto; and (f) loans that constitute Permitted Inter-Company Debt; provided, that, as to such loans, advances and guarantees, (i) such Borrowers Borrower shall not, and shall ensure that each Obligor does not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall not directly or indirectly, make or permit to exist any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock Capital Stock or indebtedness or all or a substantial part of the assets or property of any personPerson, or form or acquire any Subsidiaries or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such Borrower in cash or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1Cash Equivalents; provided, provided that, as to any of the foregoing, unless waived in writing by Lender, such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (dc) the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; (d) loans and advances not in excess of the amount of $100,000 outstanding in the aggregate for all such loans and advances during the term of this Agreement; provided that, except as permitted by Section 9.10 (e) hereof, no such loan or advance shall be made to any Affiliate of Borrower, to the holder of any Capital Stock of Borrower or to any Person described on Schedule 9.21 hereto; and (e) loans, loans or advances or investments described in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and TriboneticsSection 9.9(g) hereof.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall not, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such the Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoingforegoing investments to the extent constituting Collateral, unless waived in writing by Lender, such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (c) loans by Borrower to Leer permitted under Section 9.11(b) below; and (d) the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided hereinNeither Borrower shall, no Borrower shall directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (dc) the loans, advances and guarantees set forth on Schedule 9.10 heretoin the Information Certificate; and (d) so long as no Event of Default has occurred and is continuing, Borrowers may make loans, investments, guarantees, or purchases not otherwise permitted by clauses (a), (b), and (c) and not prohibited by any other provision herein, with notice in advance to Lender, provided, thathowever, as to such that the amount thereof (measured using the outstanding principal balance of loans, advances the gross purchase price of purchases and guaranteesinvestments, and the total amount guaranteed) shall not exceed at any one time the lesser of: (1) $3,000,000; and (2) seventy percent (70%) of the difference between (i) the sum of (x) Borrowers' net worth at such time (as reflected in the most recent financial statements delivered to Lender) plus (y) the net cash proceeds held on the date hereof by Borrowers shall not, directly or indirectly, (A) amend, modify, alter or change from any privately placed debt issued with provisions requiring the terms mandatory conversion of such loans, advances or guarantees or any agreement, document or instrument related thereto, or debt to equity plus (Bz) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, net cash proceeds of all equity issued after the date hereof by Borrowers; and (ii) such Borrower shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics$7,000,000.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall not, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans by Borrower to employees Statia Canada in an aggregate amount not to exceed $5,000,000 in any fiscal year of Borrowers Borrower, and loans by Borrower to Statia Terminals Delaware, Inc. and Statia Delaware Hold Co. II, Inc. in an aggregate outstanding amount not to exceed at any one time given time, $75,0001,000,000, provided that, in each instance and at the aggregatetime any such loan is to be made (i) no Event of Default shall exist or have occurred and be continuing or result from such loan and (ii) the Borrower has Excess Availability, as determined by Lender immediately after giving effect to the making such loans, of not less than $1,000,000; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (c) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such the Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; and (d) the loans, advances and guarantees set forth on Schedule 9.10 heretohereto or as permitted or not otherwise prohibited under Sections 4.03 and 4.12 of the Indenture; provided, that, as to such loans, advances and guarantees, (i) such Borrowers Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, including amending or modifying Sections 4.03 and 4.12 of the Indenture as in effect on the date hereof, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, except to the extent expressly provided for in the Indenture, provided that, after giving effect thereto, the same shall not create an Event of Default hereunder, and (ii) such Borrower shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall not, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock Capital Stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (c) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (db) the existing loans, advances and guarantees by Borrower outstanding as of the date hereof as set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, guarantee or set aside or otherwise deposit or invest any sums for such purpose, purpose and (ii) such Borrower shall furnish to Lender Agent all notices of default notices, demands or demands other materials in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (ec) loans, advances or investments in the ordinary course a maximum aggregate amount of each such Person's business operations$2,000,000; provided, that, as presently existingto any of the foregoing, among LSAPunless waived in writing by Agent, L&SB, LSBE, Rotex and TriboneticsBorrower shall take such actions as are deemed necessary by Agent to perfect the security interest of Agent in such investments.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided hereinNeither Borrower shall, no Borrower shall directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock shares or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans by Borrowers to employees of Borrowers Statia N.V. in an aggregate amount not to exceed at the Canadian Dollar Amount equivalent to US $5,000,000 in any one time $75,000fiscal year of the Borrowers, provided that, in each instance and at the aggregatetime any such loan is to be made (i) no Event of Default shall exist or have occurred and be continuing or result from such loan and (ii) Borrowers have Excess Availability, as determined by Lender immediately after giving effect to the making such loans of not less than the Canadian Dollar Amount equivalent to US$1,000,000; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (c) investments in: (i) short-term direct obligations of the United States Canadian Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such either Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; and (d) the loans, advances and guarantees set forth on Schedule 9.10 heretohereto or as permitted or not otherwise prohibited under Sections 4.03 and 4.12 of the Indenture; provided, that, as to such loans, advances and guarantees, (i) such Borrowers shall notneither Borrower shall, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, including amending or modifying Sections 4.03 and 4.12 of the Indenture as in effect on the date hereof, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purposepurpose except to the extent expressly provided for in the Indenture provided that, after giving effect thereto, the same shall not create an Event of Default hereunder, and (ii) such each Borrower shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall not, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock shares or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States or Canadian Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such the Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoingforegoing (collectively, "Cash Equivalents"), unless waived in writing by Lender, such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; and (c) repurchases of inventory from account debtors of Borrower or their lenders or customers to the extent made pursuant to agreements permitted under Section 9.9(e) hereof and guarantees permitted under Section 9.9(h) hereof; and (d) investments by 44 Borrower, that the US Borrower may otherwise permit Borrower to make under the provisions of the Indenture governing the Subordinated Notes as in effect on the date hereof, in the form of cash equity contributions or cash loans to a wholly- owned direct subsidiary of Borrower that either engages in a similar line of business as Borrower or is newly formed to acquire the assets or capital stock of a Person engaged in a similar line of business as Borrower; provided, that (i) Lender receives not less than fifteen (15) days prior written notice of each such proposed investment or loan accompanied by (A) copies of all agreements, documents and instruments proposed to be entered into in connection therewith and (B) a certificate of the chief financial officer of Borrower certifying compliance with this provision and setting forth supporting calculations for purposes of evidencing compliance with the provisions of the Indenture, as aforesaid, (ii) such subsidiary receiving such investment or loan and each of its direct and indirect subsidiaries (including any acquired subsidiaries) shall have executed and delivered to Lender an absolute and unconditional guaranty of payment of all Obligations of Borrower and granted to Lender a first priority perfected security interest in and lien upon its assets (other than real property), together with such financing statements and agreements of the kind referred to in Section 4.1(g), all in form and substance satisfactory to Lender and as Lender shall require, (iii) no Event of Default, and no condition or event that would, with notice or passage of time, or both, constitute an Event of Default, shall have occurred and be continuing, and (iv) there shall be Combined Excess Availability of not less than US$5,000,000 at all times during the period of thirty (30) consecutive days immediately preceding the making of such investment or loan and after giving effect thereto and after giving effect to all transactions substantially related thereto; (d) investments in forward contracts for purchases or sales of US Dollars in amounts estimated by Borrower to be necessary for payment of intercompany accounts or other intercompany obligations owed and payable by Borrower to the US Borrower in the ordinary course of business; and (e) the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers Borrower shall not, directly or indirectly, (A1) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B2) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender all demands and other material notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided hereinBorrowers shall not, no Borrower shall directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, exceptEXCEPT: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States GovernmentGovernment or any agency or instrumentality thereof, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such any Borrower or to bearer and delivered to LenderLender and overnight bank deposits with such banks, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower Borrowers shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; , (c) the guarantees set forth in the Information Certificate, (d) the loansunsecured obligations with respect to surety and appeal bonds, advances performance bond and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers shall not, directly or indirectly, (A) amend, modify, alter or change the terms other obligations of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments a like nature incurred in the ordinary course of each such Person's Borrowers' business, (e) loans or advances to employees in the ordinary course of Borrowers' business operationsfor travel, as presently existingentertainment and relocation expenses and the like, among LSAPnot to exceed $500,000 at any one time outstanding (i) existing guarantees of the obligations of Project-Pros, L&SBInc. not in excess of the aggregate amount of $500,000 at any one time outstanding, LSBE(f) investments by Borrowers existing on the date hereof, Rotex and Tribonetics(g) other investments approved under any order hereafter entered by the Bankruptcy Court in the Chapter 11 Case or approved in writing by the Lender.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Each US Borrower shall not, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock shares or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States US Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to LenderAgent, payable to the order of such a US Borrower or to bearer and delivered to LenderAgent, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by LenderRequired Lenders, such each US Borrower shall take such actions as are deemed necessary by Lender Required Lenders to perfect the security interest of Lender Agent in such investments; (dc) the loans, advances and guarantees set forth on Schedule 9.10 8.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers each US Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such each US Borrower shall furnish to Lender Agent and Tranche B Agent all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower it or on its behalf, promptly after the receipt thereof, or sent by such Borrower it or on its behalf, concurrently with the sending thereof, as the case may be; (d) loans to SMTC Corporation and/or HTM not to exceed the amount, and to the extent such amount has not already been paid as dividends or loans to SMTC Corporation and/or HTM as provided, and for the purposes set forth, in Section 8.11 of this Agreement and Sections 8.10 and 8.11 of the Canadian Loan Agreement, required in any fiscal year of SMTC Corporation to allow (i) SMTC Corporation to pay its consolidated income taxes payable and (ii) SMTC Corporation and HTM to pay their respective administrative costs (being the legal and audit fees and insurance costs payable by SMTC Corporation on behalf of its Subsidiaries) consistent with past practice (as disclosed in writing to Agent prior to the Closing Date) up to US$2,500,000 in the aggregate per fiscal year of SMTC Corporation; (e) loans, advances advances, investments, purchases, repurchases, guarantees, assumptions, endorsements or investments responsibilities up to US$250,000 (less any amount used by Canadian Borrower in accordance with Section 8.10(e) of the Canadian Loan Agreement) in the ordinary course aggregate per fiscal year of each SMTC Corporation provided that (i) prior to any such Person's business operationsaction Total Excess Availability is greater than US$3,000,000 immediately after giving effect to such action or the average Total Excess Availability is greater than US$3,000,000 for the fifteen (15) days immediately preceding such action and (ii) any unused portion of such US$250,000 permitted amount may not be carried over to the next succeeding fiscal year of SMTC Corporation; and (f) Agent, Tranche B Agent and US Lenders acknowledge that SMTC Corporation and its indirect subsidiary SMTC Asia Limited propose to enter into a joint venture agreement (a draft of which has been provided to Agent and marked “Draft (7): July 7, 2008”) with Alco Holdings Limited and its indirect subsidiary Commusonic Industries Limited pursuant to which the parties thereto will agree to jointly pursue the formation of a company to be located in Hong Kong and named SMTC Alco Limited with its objective being to establish and operate a manufacturing facility in Xxxxx An, Guangdong Province, People’s Republic of China and US Borrowers agree to cause SMTC Asia Limited to provide Agent with such guarantees, and first-ranking security over its property as presently existingAgent may request, among LSAPtogether with applicable certificates, L&SBresolutions and opinions related thereto, LSBE, Rotex all in form and Triboneticssubstance satisfactory to Agent in its sole discretion.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall not, and shall ensure that each Obligor does not, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock shares or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; and (cb) investments in: (i) short-term direct obligations of the Canadian Government or the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; (iv) Acquisitions; (v) loans that constitute Permitted Inter-Company Debt; and (vii) travel advances, employee relocation loans and other employee loans and advances in the ordinary course of business of Borrower; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower shall take such actions as are deemed necessary by Lender US Collateral Agent to perfect the security interest Lien of Lender US Collateral Agent in such investments; investments and (dc) the loans, advances and other guarantees set forth on Schedule 9.10 8.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided hereinBorrowers shall not, no Borrower shall directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock (other than the Capital Stock of Borrowers as permitted hereunder) or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (aEXCEPT:(a) loans or advances of money (other than salary) to officers, directors or employees for valid business purposes in the ordinary course of Borrowers business consistent with past practices not to exceed at any one time outstanding, $75,000100,000, individually, or $1,000,000, in the aggregate; (baggregate;(b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cbusiness;(c) investments in: (i) shorti)short-term direct obligations of the United States Government, (iiGovernment,(ii) negotiable certificates of deposit issued by any bank satisfactory to LenderAgent, payable to the order of such Borrower the Borrowers or to bearer and delivered to Lender, and (iiiAgent,(iii) commercial paper rated A1 or P1P1,(iv) money market funds, and (v) other investment property in an aggregate amount not to exceed $1,000,000; providedPROVIDED, thatTHAT, as to any of the foregoing, unless waived in writing by LenderAgent, such Borrower Borrowers shall take such actions as are deemed necessary by Lender Agent to perfect the security interest of Lender Agent, for the benefit of Lender, in such investments; investments and (d) the existing loans, advances and guarantees by Borrowers outstanding as of the date hereof as set forth on Schedule 9.10 hereto; providedPROVIDED, thatTHAT, as to such loans, advances and guarantees, (i) such Borrowers shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, guarantee or set aside or otherwise deposit or invest any sums for such purpose, purpose and (ii) such Borrower Borrowers shall furnish to Lender Agent all notices of default notices, demands or demands other materials in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower Borrowers or on its their behalf, promptly after the receipt thereof, or sent by such Borrower Borrowers or on its their behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall not, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock Capital Stock or indebtedness Indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtednessIndebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such Borrower in cash or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1Cash Equivalents; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower shall shall, take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (c) loans and advances by Borrower to employees of Borrower not to exceed the principal amount of $400,000 in the aggregate at any time outstanding for: reasonable and necessary work-related travel or other ordinary business expenses to be incurred by such employees in connection with their work for Borrower and reasonable and necessary relocation expenses of such employees (including home mortgage financing for relocated employees); (d) advances by Borrower (x) described in Schedule 9.13 hereto and (y) after the date hereof in the ordinary course of the business of Borrower consistent with current practices as of the date hereof on behalf of customers of Borrower other than Affiliates to purchase molds and other tooling to be used by Borrower in the production of Inventory on behalf of such customer, provided, that, (i) as of the date of each such advance and after giving effect thereto, no Event of Default or Default shall exist or have occurred and be continuing, (ii) Borrower shall report the outstanding amount of such advances monthly as of the end of the immediately preceding month or more frequently and as of such date as Lender may from time to time request, (iii) in no event shall, at any time, the aggregate outstanding amount of such advances exceed $750,000 and (iv) the indebtedness arising pursuant to such advances is not, and shall not be, evidenced by any promissory note or other instrument, unless the original of such note or other instrument is immediately delivered to, duly endorsed and assigned in a manner acceptable to Lender by Borrower; (e) the loans, advances and guarantees existing as of the date hereof set forth on Schedule 9.10 9.13 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers Borrower shall not, directly or indirectly, (A) amend, -45- 50 modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness Indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement Borrower and as otherwise provided herein, no Borrower NSC shall not directly or indirectly, make or permit to exist any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, exceptEXCEPT: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such the Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, thatPROVIDED THAT, as to any of the foregoing, unless waived in writing by Lender, such Borrower and NSC shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (dc) the loans, advances and guarantees set forth on Schedule 9.10 15.9 hereto; providedPROVIDED, thatTHAT, as to such loans, advances and guarantees, (i) such Borrowers Borrower and NSC shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower and NSC shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or NSC or on its behalf, promptly after the receipt thereof, or sent by such a Borrower or NSC or on its behalf, concurrently with the sending thereof, as the case may be; and (ed) loans, loans and advances or investments not in excess of the amount of $500,000 outstanding in the ordinary course aggregate for all such loans and advances during the term of each this Extension Agreement ; provided that no such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Triboneticsloan or advance shall be made to any Affiliate of Borrower or any Person described on Schedule 15.21 hereto.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall not, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such the Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (dc) the loans, advances and guarantees set forth on Schedule 9.10 heretoin the Information Certificate; and (d) so long as no Event of Default has occurred and is continuing, Borrower may make loans, investments, guarantees, or purchases not otherwise permitted by clauses (a), (b), and (c) and not prohibited by any other provision herein, with notice in advance to Lender, provided, thathowever, as to such that the amount thereof (measured using the outstanding principal balance of loans, advances the gross purchase price of purchases and guaranteesinvestments, and the total amount guaranteed) shall not exceed at any one time the lesser of: (1) $2,000,000; and (2) seventy percent (70%) of the difference between (i) the sum of (x) Borrower's net worth at such Borrowers shall not, directly or indirectly, time (Aas reflected in the most recent financial statements delivered to Lender) amend, modify, alter or change plus (y) the terms net cash proceeds held on the date hereof by Borrower from any privately placed debt issued with provisions requiring the mandatory conversion of such loans, advances or guarantees or any agreement, document or instrument related thereto, or debt to equity plus (Bz) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, net cash proceeds of all equity issued after the date hereof by Borrower; and (ii) such Borrower shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics$7,000,000.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall not, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such the Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; investments and (dc) the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as expressly set out in the Distribution Agreement and as otherwise provided hereinforth below, no neither Borrower shall shall, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such a Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, provided that, as to any of the foregoing, unless waived in writing by Lender, such Borrower Borrowers shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (c) a one-time investment of up to $10,000,000 in a joint venture to be formed between UGI and Associated Grocers, provided that at the time of such investment no Event of Default has occurred and is then continuing; provided further that UGI's interest in such venture shall be assigned as collateral to Lender by documents satisfactory in form and substance to Lender; provided further that after giving effect to such investment, Borrowers have no less than $10,000,000 of Excess Availability; (d) loans, advances and guaranties issued to or on behalf of Members; provided that the aggregate amount of (i)all sums advanced under those loans and advances, (ii) any increase in the amount of any existing loans, advances or guaranties as a part of restructuring such obligations, and (iii) the maximum amount being guarantied under any such guaranty, shall not exceed the sum of $2,000,000 in any fiscal year (excluding for purposes of this calculation, any guaranties made by UGI for the benefit of NCCB); and (e) the loans, advances advances, investment and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances advances, investment and guaranteesguarantees related in any way to Eligible Notes, (i) such Borrowers shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances advances, investment or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower provided further, that with respect to any loans, advances, investments and guaranties, whether or not related to the Eligible Notes or to the notes purchased by NCCB, Borrowers shall furnish to Lender all notices of default or demands in connection with such loans, advances advances, investment or guarantees or other indebtedness subject to such guarantees either received by such Borrower Borrowers, or either of them, or on its their behalf, promptly after the receipt thereof, or sent by such Borrower Borrowers, or either of them, or on its their behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided hereinNo Borrower shall, no Borrower shall directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such a Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower Borrowers shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; , (dc) the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower Borrowers shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower Borrowers or on its their behalf, promptly after the receipt thereof, or sent by such Borrower Borrowers or on its their behalf, concurrently with the sending thereof, as the case may be; (d) loans and (e) loans, advances or investments among the Borrowers in the ordinary course of business provided that the indebtedness so incurred is in compliance with Section 9.9(d) hereof and each such Person's Borrower remains solvent as provided in Section 8.13; and (e) loans and advances to employees with respect to commissions and other items incurred in the ordinary course of business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex not to exceed $50,000 for any employee and Tribonetics$200,000 in the aggregate for all employees of all Borrowers.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided hereinBorrowers shall not, no Borrower shall directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1in Eligible Investments; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower Borrowers shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (c) investments in (i) 210 shares of Intermagnetics General Corporation and (ii) in subsidiaries and affiliates made prior to the date hereof, and as to Ultralife (UK) only, so long as Borrower's Cash Position remains at $3,000,000, an additional $200,000 per month and as to all other subsidiaries and affiliates in aggregate amount not to exceed at any time $50,000; and (d) the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower Borrowers shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower Borrowers or on its their behalf, promptly after the receipt thereof, or sent by such a Borrower or on its their behalf, concurrently with the sending thereof, as the case may be; and (e) loans and advances to and investments in subsidiaries and joint ventures so long as Borrowers notify Lender thereof at least ten (10) days prior to the consummation thereof and (i) the investment is on a "cash neutral" basis to the Borrowers, as defined below, or (ii) if the transaction is not cash neutral to the Borrowers and no Revolving Loans are outstanding the aggregate amount of loans, advances and investments outstanding does not exceed $2,000,000 more than the amount thereof outstanding on the date hereof, provided that after giving effect to any such transaction, the Cash Position of the Borrowers shall equal or investments exceed $3,000,000 and, provided, further, that from the time that Revolving Loans are outstanding hereunder, the foregoing $2,000,000 limit on the amount that can be invested, advanced or loaned hereunder shall be reduced to $200,000 per year. For purposes hereof, a transaction will be deemed to be cash neutral to Borrowers, if, after giving effect to the transaction including the receipt by Borrowers of the net proceeds of the issuance by Borrowers of equity securities (including convertible securities) or subordinated debt securities arranged in connection with the ordinary course transaction, the Cash Position of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex the Borrowers will not decrease and Triboneticswill be equal to $3,000,000 or more.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided hereinBorrowers shall not, no Borrower shall directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, exceptEXCEPT: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such any Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; providedPROVIDED, thatTHAT, as to any of the foregoing, unless waived in writing by Lender, such Borrower Borrowers shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; , (c) loans to employees pursuant to the Company's employee stock option plan to fund the exercise of options under such plan so long as the aggregate amount outstanding on all such loans does not at any time exceed $250,000 and (d) the loans, advances and guarantees set forth on Schedule 9.10 hereto; providedPROVIDED, thatTHAT, as to such loans, advances and guarantees, (i) such Borrowers shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower Borrowers shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower Borrowers or on its their behalf, promptly after the receipt thereof, or sent by such Borrower Borrowers or on its their behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall not, directly or indirectly, without the prior written consent of Lender which is not to be unreasonably withheld, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock shares or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Canadian Government and the U.S. Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; and (iv) term deposits with the Bank of Montreal and the Toronto-Dominion Bank existing as of the date hereof; (c) financial guarantees in an amount less than $7,000,000; (d) in respect of the Senior Note Indebtedness in the manner provided in Section 9.9 hereof; (e) the redemption of the Senior Note Indebtedness by Borrower in exchange for equity in value equal to or less than the Senior Note Indebtedness, provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (df) the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; (h) purchase or repurchase any and all shares, interest, participations or other equivalents in Borrower's capital stock or other equity interests at any time outstanding, and any and all rights, warrants or options exchangeable for or convertible into such capital stock or other interests (eexcluding any debt security that is exchangeable for or convertible into such capital stock); (h) loansenter into joint ventures, advances acting as a prudent investor, with strategic partners for the purpose of advancing Borrower's business provided that Borrower's investment in such joint ventures, whether direct or investments indirect, shall not, at any time and in the aggregate, exceed $10,000,000 and shall not result in a derogation of the value of the Collateral or Lender's, subject to Permitted Encumbrances, first priority security interest therein; (i) entering into Section 3(a)(9) of the Securities Act of 1933 private placements transactions which are solely made in respect of the Senior Notes; (j) make loans or advance money to Affiliates in the ordinary course of each Borrower's business; (k) with the proceeds of such Person's issuance of shares in the capital of Borrower, provided such proceeds are used in the ordinary course of business operationsand shall not, as presently existingfor further clarity, among LSAP, L&SB, LSBE, Rotex be subject to any other restrictions on use contained herein; and Tribonetics(l) make payments to employees in connection with the repurchase of phantom stock in the ordinary course of business.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided hereinGuarantor shall not, no Borrower shall directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such Borrower in cash or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1Cash Equivalents; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower Guarantor shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; , (dc) the loans, advances and guarantees set forth on Schedule 9.10 heretothe Schedules to the Parent Loan Agreement; provided, that, as to such loans, advances and guarantees, (i) such Borrowers Guarantor shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related relating thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower Guarantor shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower Guarantor or on its behalf, promptly after the receipt thereof, or sent by such Borrower Guarantor or on its behalf, concurrently with the sending thereof, as the case may be, and (d) loans and advances not in excess of the amount of permitted under the Parent Loan Agreement; provided that, no such loan or advance shall be made to any Affiliate of Guarantor, except as permitted under the Parent Loan Agreement and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Triboneticscapital contributions to Borrower.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall not, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, exceptEXCEPT: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lenderthe Majority of Lenders, payable to the order of such the Borrower or to bearer and delivered to LenderLenders, and (iii) commercial paper rated A1 or P1; providedPROVIDED, thatTHAT, as to any of the foregoing, unless waived in writing by Lendera Majority of Lenders, such Borrower shall take such actions as are deemed necessary by Lender a Majority of Lenders to perfect the security interest of Lender Lenders in such investments; , (c) loans or advances to Borrower's subsidiaries not exceeding $1,100,000 in the aggregate outstanding at any time, and (d) the loans, advances and guarantees set forth on Schedule 9.10 SCHEDULE 4.4 hereto; providedPROVIDED, thatTHAT, as to such loans, advances and guarantees, (i) such Borrowers Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender Lenders all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Canadian Borrower shall not, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock shares or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Canadian Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to LenderAgent, payable to the order of such Canadian Borrower or to bearer and delivered to LenderAgent, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by LenderRequired Lenders, such Canadian Borrower shall take such actions as are deemed necessary by Lender Required Lenders to perfect the security interest of Lender Agent in such investments; (dc) the loans, advances and guarantees set forth on Schedule 9.10 8.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers Canadian Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Canadian Borrower shall furnish to Lender Agent and Tranche B Agent all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Canadian Borrower or on its behalf, promptly after the receipt thereof, or sent by such Canadian Borrower or on its behalf, concurrently with the sending thereof, as the case may be; (d) loans to SMTC Corporation and/or HTM not to exceed the amount, and to the extent such amount has not already been paid as dividends or loans to SMTC Corporation and/or HTM as provided, and for the purposes set forth, in Section 8.11 of this Agreement and Sections 8.10 and 8.11 of the US Loan Agreement, required in any fiscal year of SMTC Corporation to allow (i) SMTC Corporation to pay its consolidated income taxes payable and (eii) loans, advances or investments SMTC Corporation and HTM to pay their respective administrative costs (being the legal and audit fees and insurance costs payable by SMTC Corporation on behalf of its Subsidiaries) consistent with past practice (as disclosed in writing to Agent prior to the Closing Date) up to US$2,500,000 in the ordinary course aggregate per fiscal year of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.SMTC Corporation;

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided hereinBorrowers shall not, no Borrower shall directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such a Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower Borrowers shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; investments and (dc) the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower Borrowers shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower Borrowers or on its their behalf, promptly after the receipt thereof, or sent by such Borrower Borrowers or on its behalf, concurrently with the sending thereof, as the case may be; . In addition to and (e) loanswithout limitation of the foregoing, advances Borrowers shall not make any investment in or investments advance any funds or assets to the Inactive Subsidiaries or conduct or cause to be conducted any business through or in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and TriboneticsInactive Subsidiaries.

Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall not, directly or indirectly, make any loans or advance money or property to any personPerson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any personPerson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (cb) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such the Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (c) the guarantees, if any, set forth in the Information Certificate; (d) the loans, advances and guarantees set forth on Schedule 9.10 heretoacquisition of all or a substantial part of the assets or property of any Person; provided, that, as to such loans, advances and guarantees, (i) no Event of Default shall be continuing at the time of such Borrowers shall not, directly acquisition or indirectlybe caused thereby, (Aii) amendBorrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such assets and shall deliver to Lender the appraisal required by Section 7.3(d) hereof, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or and (Biii) as Borrower shall obtain Lender's prior written consent to such guaranteesacquisition, redeemwhich consent shall not be unreasonably withheld or delayed, retire, defease, purchase or otherwise acquire and (e) (i) the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purposeinvestments and capital contributions existing as of the date hereof in the Subsidiaries of Borrower as of the date hereof, and (ii) such loans or advances by Borrower shall furnish to Lender all notices of default its Subsidiaries (other than NewCo or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (eWestern Rebuilders) loans, advances or investments in the ordinary course of each such Person's business operationsbusiness, and (iii) in connection with an acquisition, a capital contribution to NewCo of the Retained Funds referenced in Section 9.7(b)(iii). Borrower shall not make any other loan, advance or transfer to NewCo except as presently existingexpressly permitted above. Borrower shall not make any loan, among LSAP, L&SB, LSBE, Rotex and Triboneticsadvance or transfer to Western Rebuilders.