Common use of Advance Clause in Contracts

Advance. (a) In order for the Seller to meet Buyer’s demand for Components, Seller is required to invest in the Production Facility and the Storage Facility and make other investments in capital equipment and inventory related to the production of the Components. Seller has agreed to provide [...***...] in a series of transactions with the first installment occurring on or before October 1, 2007. In addition, Buyer has agreed to make [...***...] (collectively, the “Advance”); provided that Buyer’s providing such Advance is expressly conditioned on Seller’s compliance with Section 9(h). Buyer will provide Seller with the Advance per the following schedule: DESCRIPTION AMOUNT DATE [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] Notwithstanding the foregoing, the Advance shall only be payable by GE on the dates set forth above provided that Buyer determines in its reasonable discretion, acting in good faith, that Seller is utilizing the Advance directly and exclusively for [...***...] the Production and Storage Facilities related to the production of the Components. If GE determines otherwise, GE shall be entitled to terminate the Agreement for Seller’s material breach. No interest will accrue on the Advance. The Parties have agreed that the Advance shall be repaid to Buyer in cash via wire transfer per the following schedule: DESCRIPTION AMOUNT DATE [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] Buyer shall approve the Seller’s utilization of the Advance money on a case by case basis in writing by approving each individual purchase and expenditure that [...***...] that is made with the Advance, provided however, that such approval shall not be unreasonably withheld, delayed or conditioned, and provided, further that Buyer’s approval shall be deemed to automatically have been provided to Seller if Buyer fails to respond within fourteen (14) calendar days in writing to Seller’s request for approval. All payments due from Seller pursuant to this Section 9(a) and not paid within seven (7) days after the due date for such payment will accrue interest at the rate of the lesser of 1.0% per month or the maximum amount allowed by law; such interest will be simple interest, calculated for each day elapsed in a given month. Seller may repay the Advance in full or in part at any time without penalty or premium. (b) The obligation of Seller to fully repay the Advance as set forth in Section 9(a) shall not be reduced or discharged by any alteration in the relationship between Seller and Buyer, or by any forbearance or indulgence by Buyer towards Seller, whether as to payment, time, performance or otherwise. Seller agrees to make any payment due hereunder or that becomes payable for the Advance without set-off or counterclaim, and without any legal formality such as protest or notice being necessary, and waives all privileges or rights which it may have (other than payment), including any right to require Buyer to claim payment or to exhaust remedies against any other person or entity. (c) Notwithstanding any other provision of this Agreement, any outstanding balance of any of the Advance shall become immediately due and repayable to Buyer on demand in the event that: (i) Seller is unable to meet its material obligations to third parties other than Buyer as they mature and after the expiration of any cure periods related to any defaults and after giving effect to any applicable waivers, (ii) if any proceeding under the bankruptcy or insolvency laws is brought by or against Seller, and, in the event of any involuntary proceeding, such proceeding shall remain undismissed, unstayed or unbonded for 60 days, (iii) a receiver for Seller is appointed or applied for, (iv) an assignment for the benefit of creditors is made by Seller, or (v) Buyer reasonably determines based upon objective, demonstrated evidence that the prospect of Seller’s repayment of the Advance is impaired; provided, however, that (A) the condition(s) on which Buyer bases its determination remains uncured for thirty (30) days after written notice detailing such condition(s) is delivered to the Seller, and (B) Buyer’s right to repayment on demand under this sub-Section 9(c)(v) shall not apply in any instance in which Buyer’s failure to meet its payment obligations under Section 2(a) or a Force Majeure Event (as defined below) has adversely affected Seller’s manufacturing capabilities of the Components at the Production Facility. (d) Time is of the essence hereof. Notwithstanding any other provision of this Agreement, any outstanding balance of any of the Advance shall become immediately due and shall be repayable on demand in the event Seller is: (i) in material breach or default of its obligations under this Agreement and fails to remedy such breach of default within thirty (30) days after receipt of written notice from Buyer to cure such default and Buyer terminates the Agreement based on such breach; (ii) in material breach or default under any of the Orders placed under this Agreement and fails to cure such default within the time periods set forth in such Orders and Buyer terminates the Agreement based on such breach; or (iii) Buyer otherwise terminates this Agreement in accordance with its terms. Seller hereby waives presentment, demand for payment, notice of non-payment, protest, notice of protest, notice of dishonor and all other notices in connection herewith, as well as filing of suit (if permitted by law) and diligence in collecting any amount of the Advance and agrees to pay (if permitted by law) all expenses incurred by Buyer in collection of the Advance, including Buyer’s reasonable attorneys’ fees. Section 9(c) shall take precedence over Section 9(d) in the event of any conflict or overlap between such sections. (e) GE shall be entitled to set-off any amount owing at any time from Seller to Buyer, its subsidiaries or affiliates, under this Agreement or any other agreement or order, including the obligations of Seller hereunder, against any amount payable at any time by Buyer to Seller. (f) Seller shall be responsible for any sovereign, state, local, sales, use, value added any other taxes, fees or assessments arising out of or related to the Advance provided by Buyer to Seller. Buyer shall have no obligation to fund or provide Seller with any additional advance monies in excess of or in addition to the Advance. Prepayments or credits granted by Seller to Buyer in payment of Seller’s obligations under this Section 9 shall be made net of any taxes or deductions, it being Seller’s obligation to make such additional payments or granting such additional credits to Buyer so that Buyer receives the same amounts it would have received in the absence of any such tax or deduction. (g) Seller shall maintain customary records concerning the Advance (the “Advance Payments File”) until repayment in full of all of the Advance. Subject to reasonable notice from Buyer, Seller shall permit Buyer’s representatives to review such Advance Payments File each January during the term of this Agreement or until the repayment in full of the Advance. The Advance Payments File shall include at a minimum: (i) validation of all Advance payments repaid to Buyer; (ii) the total amount of any outstanding Advance not repaid to Buyer; and (iii) utilization of the Advance by Seller. In addition, at Buyer’s sole discretion, Buyer may require a yearly written certification signed by Buyer and Seller personnel confirming the outstanding balance of the Advance. (h) As security for Seller’s payment of the Advance as set forth herein, Seller is required to provide Buyer with a limited guaranty (the “Guaranty”) from its parent company, LCSI Holding, Inc. (“LCSI”), guaranteeing Seller’s obligation to repay the Advance as set forth in this Agreement, which Guaranty will be secured by LCSI’s pledge of its membership interest in Seller as set forth in the Membership Interest Pledge Agreement attached as Exhibit 13 and provide that the sole remedy under the Guaranty is for Buyer to exercise its rights and remedies against the Collateral (as defined under the Membership Interest Pledge Agreement). The Guaranty is attached to this Agreement as Exhibit 12. (i) Until repayment in full of all of the Advance, Seller covenants that it will not sell, transfer or create any lien or encumbrance on, or take any action that materially impairs the value of, any of its material assets related to the production of the Components, including but not limited to, any capital equipment, inventory, work in progress, the Production and Storage Facilities or the land rights pertaining to the Production and Storage Facilities (the “Assets”), except with respect to (i) any inventory sold or otherwise transferred in the normal course of Seller’s business, (ii) the sale, transfer or disposal of obsolete equipment, (iii) any purchase money security interest associated with capital equipment located at the Production Facility or the Storage Facility, and (iv) up to approximately [...***...] in debt financing from a senior lender (the “Debt Financing”). In addition, (a) Seller agrees that Buyer shall have a first priority lien on and security interest in the Collateral (as defined in the Membership Interest Pledge Agreement), and (b) Seller agrees to use its best efforts to facilitate a good faith negotiation between Buyer and such lender to reach a mutually acceptable inter-creditor agreement related to the lender’s and Buyer’s respective rights and interests in the Assets and the Collateral. (j) In the event that Seller does not timely repay the Advance as set forth herein and Buyer is entitled to exercise its rights under the Membership Interest Pledge Agreement attached as Exhibit 13, Seller will fully cooperate with any due diligence Buyer undertakes with regard to the Assets prior to exercising its rights under such Membership Interest Pledge Agreement, including providing Buyer with full access to and information about such Assets. (k) From the date of the first payment by the Buyer to the Seller of the Advance until the Advance has been fully repaid to Buyer (the “Draw Down Period”), Seller will provide to Buyer within fifteen (15) days after the end of each calendar quarter a report of the Seller’s cash flow in a format consistent with Appendix 14 (“Seller Asset Statement”) as of the end of such calendar quarter. (l) During the Draw Down Period, Seller shall not exceed the Total Asset Gap identified on the Appendix 14 of this Agreement by [...***...] at the end of each quarter. After January 1, 2009, the Total Asset Gap [...***...]. (m) During the Draw Down Period, if at the end of any calendar quarter Seller fails to comply with Section 9(1), then Buyer may (i) terminate the Agreement for Seller’s material breach subject to the provisions of Section 3(c) or (ii) may suspend any Advance not yet paid in accordance with Section 9(a) until Seller is in compliance with Section 9(1), at which time Buyer promptly shall pay to Seller any installments of the Advance due pursuant to Section 9(a) and not received by Seller during such suspension period.

Advance. (a) In order for the Seller to meet Buyer’s demand for Components, Seller is required to invest in the Production Facility and the Storage Facility and make other investments in capital equipment and inventory related to the production of the Components. Seller has agreed to provide [...***...] of Seller’s capital to facilitate such investments in a series of transactions with the first installment occurring on or before October 1, 2007. In addition, Buyer has agreed to make [...***...] to facilitate such investments (collectively, the “Advance”); provided that Buyer’s providing such Advance is expressly conditioned on Seller’s compliance with Section 9(h). Buyer will provide Seller with the Advance per the following schedule: DESCRIPTION AMOUNT DATE Description Payment Amount Payment Date [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] Notwithstanding the foregoing, the Advance shall only be payable by GE on the dates set forth above provided that Buyer determines in its reasonable discretion, acting in good faith, that Seller is utilizing the Advance directly and exclusively for [...***...] the Production and Storage Facilities related to the production of the Components. If GE determines otherwise, GE shall be entitled to terminate the Agreement for Seller’s material breach. No interest will accrue on the Advance. The Parties have agreed that the Advance shall be repaid to Buyer in cash via wire transfer per the following schedule: DESCRIPTION AMOUNT DATE [...***...] [...***...] [...***...] Description Amount Date [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] Buyer shall approve the Seller’s utilization of the Advance money on a case by case-by-case basis in writing by approving each individual purchase and expenditure that exceeds [...***...] that is made with the Advance, provided however, that such approval shall not be unreasonably withheld, delayed or conditioned, and provided, further that Buyer’s approval shall be deemed to automatically have been provided to Seller if Buyer fails to respond within fourteen (14) calendar days in writing to Seller’s request for approval. All payments due from Seller pursuant to this Section 9(a) and not paid within seven (7) days after the due date for such payment will accrue interest at the rate of the lesser of one percent (1.0% %) per month or the maximum amount allowed by law; such interest will be simple interest, calculated for each day elapsed in a given month. Seller may repay the Advance in full or in part at any time without penalty or premium. (b) The obligation of Seller to fully repay the Advance as set forth in Section 9(a) shall not be reduced or discharged by any alteration in the relationship between Seller and Buyer, or by any forbearance or indulgence by Buyer towards Seller, whether as to payment, time, performance or otherwise. Seller agrees to make any payment due hereunder or that becomes payable for the Advance without set-off or counterclaim, and without any legal formality such as protest or notice being necessary, and waives all privileges or rights which it may have (other than payment), including any right to require Buyer to claim payment or to exhaust remedies against any other person or entity. (c) Notwithstanding any other provision of this Agreement, any outstanding balance of any of the Advance shall become immediately due and repayable to Buyer on demand in the event that: (i) Seller is unable to meet its material obligations to third parties other than Buyer as they mature and after the expiration of any cure periods related to any defaults and after giving effect to any applicable waivers, (ii) if any proceeding under the bankruptcy or insolvency laws is brought by or against Seller, and, in the event of any involuntary proceeding, such proceeding shall remain undismissed, unstayed or unbonded for 60 sixty (60) days, (iii) a receiver for Seller is appointed or applied for, (iv) an assignment for the benefit of creditors is made by Seller, or (v) Buyer reasonably determines based upon objective, demonstrated evidence that the prospect of Seller’s repayment of the Advance is impaired; provided, however, that that: (A) the condition(s) on which Buyer bases its determination remains uncured for thirty (30) days after written notice detailing such condition(s) is delivered to the Seller, and (B) Buyer’s right to repayment on demand under this sub-Section 9(c)(v) shall not apply in any instance in which Buyer’s failure to meet its payment obligations under Section 2(a) or a Force Majeure Event (as defined below) has adversely affected Seller’s manufacturing capabilities of the Components at the Production Facility. (d) Time is of the essence hereof. Notwithstanding any other provision of this Agreement, any outstanding balance of any of the Advance shall become immediately due and shall be repayable on demand in the event Seller is: (i) in material breach or default of its obligations under this Agreement and fails to remedy such breach of default within thirty (30) days after receipt of written notice from Buyer to cure such default and Buyer terminates the Agreement based on such breach; (ii) in material breach or default under any of the Orders placed under this Agreement and fails to cure such default within the time periods set forth in such Orders and Buyer terminates the Agreement based on such breach; or (iii) Buyer otherwise terminates this Agreement in accordance with its terms. Seller hereby waives presentment, demand for payment, notice of non-payment, protest, notice of protest, notice of dishonor and all other notices in connection herewith, as well as filing of suit (if permitted by law) and diligence in collecting any amount of the Advance and agrees to pay (if permitted by law) all expenses incurred by Buyer in collection of the Advance, including Buyer’s reasonable attorneys’ fees. Section 9(c) shall take precedence over Section 9(d) in the event of any conflict or overlap between such sections. (e) GE shall be entitled to set-off any amount owing at any time from Seller to Buyer, its subsidiaries or affiliates, under this Agreement or any other agreement or order, including the obligations of Seller hereunder, against any amount payable at any time by Buyer to Seller. (f) Seller shall be responsible for any sovereign, state, local, sales, use, value added or any other taxes, fees or assessments arising out of or related to the Advance provided by Buyer to Seller. Buyer shall have no obligation to fund or provide Seller with any additional advance monies in excess of or in addition to the Advance. Prepayments or credits granted by Seller to Buyer in payment of Seller’s obligations under this Section 9 shall be made net of any taxes or deductions, it being Seller’s obligation to make such additional payments or granting such additional credits to Buyer so that Buyer receives the same amounts it would have received in the absence of any such tax or deduction. (g) Seller shall maintain customary records concerning the Advance (the “Advance Payments File”) until repayment in full of all of the Advance. Subject to reasonable notice from Buyer, Seller shall permit Buyer’s representatives to review such Advance Payments File each January during the term of this Agreement or until the repayment in full of the Advance. The Advance Payments File shall include at a minimum: (i) validation of all Advance payments repaid to Buyer; (ii) the total amount of any outstanding Advance not repaid to Buyer; and (iii) utilization of the Advance by Seller. In addition, at Buyer’s sole discretion, Buyer may require a yearly written certification signed by Buyer and Seller personnel confirming the outstanding balance of the Advance. (h) As security for Seller’s payment of the Advance Advance, payments owed by Seller from time to time and the other Sellers’s obligations arising pursuant to this Section 9 (including, without limitation, Seller’s obligations arising out of failure to grant, maintain or preserve the security interests and their enforceability and priority status as set forth hereinper this subsection and/or to secure the sale of the Components contemplated hereunder, and as a condition precedent for any disbursements or other obligations incumbent upon the Buyer, Seller is required has granted a security interest to provide Buyer with a limited guaranty in the assets listed in Appendix 15 hereto (referred to herein as the “Class A Assets” or the “Collateral”) pursuant to the terms of that certain Security Agreement attached hereto as Appendix 12 (the “Guaranty”) from its parent company, LCSI Holding, Inc. (“LCSISecurity Agreement”), guaranteeing Seller’s obligation to repay the Advance as set forth in this Agreement, which Guaranty will be secured by LCSI’s pledge of its membership interest in Seller as set forth in the Membership Interest Pledge Agreement attached as Exhibit 13 and provide that the sole remedy under the Guaranty is for Buyer to exercise its rights and remedies against the Collateral (as defined under the Membership Interest Pledge Agreement). The Guaranty is attached to this Agreement as Exhibit 12. (i) Until repayment in full of all of the Advance, Seller covenants that it will not sell, transfer or create any first priority lien or encumbrance on, or take any action that materially impairs the value of, any of its material assets related to the production of the Components, including but not limited to, any capital equipment, inventory, work in progress, the Production and Storage Facilities or the land rights pertaining to the Production and Storage Facilities (the “Assets”), except with respect to (i) any inventory sold or otherwise transferred in the normal course of Seller’s business, (ii) the sale, transfer or disposal of obsolete equipment, (iii) any purchase money security interest associated with capital equipment located at the Production Facility or the Storage Facility, and (iv) up to approximately [...***...] in debt financing from a senior lender (the “Debt Financing”). In addition, (a) Seller agrees that Buyer shall have a first priority lien on and security interest in the Collateral (as defined in the Membership Interest Pledge Agreement), and (b) Seller agrees to use its best efforts to facilitate a good faith negotiation between Buyer and such lender to reach a mutually acceptable inter-creditor agreement related to the lender’s and Buyer’s respective rights and interests in the Assets and the Collateral. (j) In the event that Seller does not timely repay the Advance as set forth herein and Buyer is entitled to exercise its rights under Subsection 9(h) and the Membership Interest Pledge Agreement attached as Exhibit 13Security Agreement, Seller will fully cooperate with any due diligence Buyer undertakes with regard to the Assets Collateral prior to exercising its rights under such Membership Interest Pledge Subsection 9(h) and the Security Agreement, including providing Buyer with full access to and information about such AssetsCollateral. (k) From the date of the first payment by the Buyer to the Seller of the Advance until the Advance has been fully repaid to Buyer (the “Draw Down Period”), Seller will provide to Buyer within fifteen (15) days after the end of each calendar quarter a report of the Seller’s cash flow in a format consistent with Appendix 14 (“Seller Asset Statement”) as of the end of such calendar quarter. (l) During the Draw Down Period, Seller shall not exceed the Total GE Asset Gap Coverage as such is identified on the Appendix 14 of this Agreement by [...***...] at the end of each quarter. After January 1, 2009, the Total Seller Asset Gap [...***...]Statement shall be greater than zero. (m) During the Draw Down Period, Period and if at the end of any calendar quarter therein Seller fails to comply with Section 9(19(l), then Buyer may may: (i) terminate the Agreement for Seller’s material breach subject to the provisions of Section 3(c) or (ii) may suspend any Advance not yet paid in accordance with Section 9(a) until Seller is in compliance with Section 9(19(l), at which time Buyer promptly shall pay to Seller any installments of the Advance due pursuant to Section 9(a) and not received by Seller during such suspension period.

Advance. (a) In order for the Seller to meet Buyer’s demand for Components, Seller is required to invest in the Production Facility and the Storage Facility and make other investments in capital equipment and inventory related to the production of the Components. Seller has agreed to provide [...***...] not less than an aggregate of six million, five hundred thousand U.S. dollars (USD $6,500,000.00) of Seller’s capital to facilitate such investments in a series of transactions with the first installment occurring on or before October 1, 2007. In addition, Buyer has agreed to make [...***...] facilitate such investments (collectively, the “Advance”); provided that Buyer’s providing such Advance is expressly conditioned on Seller’s compliance with Section 9(h). Buyer will provide Seller with the Advance per the following schedule: DESCRIPTION AMOUNT DATE Description Payment Amount Payment Date [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] Notwithstanding the foregoing, the Advance shall only be payable by GE GEE on the dates set forth above provided that Buyer determines in its reasonable discretion, acting in good faith, that Seller is utilizing the Advance directly and exclusively for [...…***...] the Production and Storage Facilities related to the production of the Components…]. If GE GEE determines otherwise, GE GEE shall be entitled to terminate the Agreement for Seller’s material breach. No interest will accrue on the Advance. The Parties have agreed that the Advance shall be repaid to Buyer in cash via wire transfer per the following schedule: DESCRIPTION AMOUNT DATE [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] Description Payment Amount Payment Date [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] Buyer shall approve the Seller’s utilization of the Advance money on a case by case-by-case basis in writing by approving each individual purchase and expenditure that [...***...] that is made with the Advance, provided however, that such approval shall not be unreasonably withheld, delayed or conditioned, and provided, further that Buyer’s approval shall be deemed to automatically have been provided to Seller if Buyer fails to respond within fourteen (14) calendar days [...***...] in writing to Seller’s request for approval. All payments due from Seller pursuant to this Section 9(a) and not paid within seven (7) days after the due date for such payment will accrue interest at the rate of the lesser of one percent (1.0% %) per month or the maximum amount allowed by law; such interest will be simple interest, calculated for each day elapsed in a given month. Seller may repay the Advance in full or in part at any time without penalty or premium. (b) The obligation of Seller to fully repay the Advance as set forth in Section 9(a) and the Loan (defined below); the Advance and the Loan collectively referred to herein as the “Debt”) as set forth in Section 9(o) shall not be reduced or discharged by any alteration in the relationship between Seller and Buyer, or by any forbearance or indulgence by Buyer towards Seller, whether as to payment, time, performance or otherwise. Seller agrees to make any payment due hereunder or that becomes payable for the Advance Debt without set-off or counterclaim, and without any legal formality such as protest or notice being necessary, and waives all privileges or rights which it may have (other than payment), including any right to require Buyer to claim payment or to exhaust remedies against any other person or entity. (c) Notwithstanding any other provision of this Agreement, any outstanding balance of any of the Advance Debt shall become immediately due and repayable to Buyer on demand in the event that: (i) Seller is unable to meet its material obligations to third parties other than Buyer as they mature and after the expiration of any cure periods related to any defaults and after giving effect to any applicable waivers, (ii) if any proceeding under the bankruptcy or insolvency laws is brought by or against Seller, and, in the event of any involuntary proceeding, such proceeding shall remain undismissedun-dismissed, unstayed un-stayed or unbonded un-bonded for 60 sixty (60) days, (iii) a receiver for Seller is appointed or applied for, (iv) an assignment for the benefit of creditors is made by Seller, or (v) Buyer reasonably determines based upon objective, demonstrated evidence that the prospect of Seller’s repayment of the Advance Debt is impaired; provided, however, that that: (A) the condition(s) on which Buyer bases its determination remains uncured for thirty (30) days after written notice detailing such condition(s) is delivered to the Seller, and (B) Buyer’s right to repayment on demand of the Advance under this sub-Section 9(c)(v) shall not apply in any instance in which Buyer’s failure Buyer fails to meet its payment obligations under Section 2(a) or a Force Majeure Event (as defined below) has adversely affected Seller’s manufacturing capabilities of the Components at the Production Facility. (d) Time is of the essence hereof. Notwithstanding any other provision of this Agreement, any outstanding balance of any of the Advance Debt shall become immediately due and shall be repayable on demand in the event Seller is: (i) in material breach or default of its obligations under this Agreement and fails to remedy such breach of default within thirty (30) days after receipt of written notice from Buyer to cure such default and Buyer terminates the Agreement based on such breach; (ii) in material breach or default under any of the Orders placed under this Agreement and fails to cure such default within the time periods set forth in such Orders and Buyer terminates the Agreement based on such breach; or (iii) Buyer otherwise terminates this Agreement in accordance with its terms; or (iv) with respect to the Loan, failure of any condition in section 9(p) to have been fulfilled or met on a timely basis. Seller hereby waives presentment, demand for payment, notice of non-payment, protest, notice of protest, notice of dishonor and all other notices in connection herewith, as well as filing of suit (if permitted by law) and diligence in collecting any amount of the Advance Debt and agrees to pay (if permitted by law) all expenses incurred by Buyer in collection of the AdvanceDebt, including Buyer’s reasonable attorneys’ fees. Section 9(c) shall take precedence over Section 9(d) in the event of any conflict or overlap between such sections. (e) GE GEE shall be entitled to set-off any amount owing at any time from Seller to Buyer, its subsidiaries or affiliates, under this Agreement or any other agreement or order, including the obligations of Seller hereunder, against any amount payable at any time by Buyer to Seller. (f) Seller shall be responsible for any sovereign, state, local, sales, use, value value-added or any other taxes, fees or assessments arising out of or related to the Advance Debt provided by Buyer to Seller. Buyer shall have no obligation to fund or provide Seller with any additional advance monies or loans in excess of or in addition to the AdvanceDebt. Prepayments or credits granted by Seller to Buyer in payment of Seller’s obligations under this Section 9 shall be made net of any taxes or deductions, it being Seller’s obligation to make in making such additional payments or granting such additional credits to Buyer so to ensure that Buyer receives the same amounts it would have received in the absence of any such tax or deduction. (g) Seller shall maintain customary records concerning the Advance Debt (the “Advance Debt Payments File”) until repayment in full of all of the AdvanceDebt. Subject to reasonable notice from Buyer, Seller shall permit Buyer’s representatives to review such Advance Debt Payments File each January during the term of this Agreement Term or until the repayment in full of the AdvanceDebt. The Advance Debt Payments File shall include at a minimum: (i) validation of all Advance Debt payments repaid to Buyer; (ii) the total amount of any outstanding Advance Debt not repaid to Buyer; and (iii) utilization of the Advance Debt by Seller. In addition, at Buyer’s sole discretion, Buyer may require a yearly written certification signed by Buyer and Seller personnel confirming the outstanding balance of the AdvanceDebt. (h) As security for Seller’s payment repayment of the Advance Debt, payments owed by Seller from time to time and the other Sellers’s obligations arising pursuant to this Section 9 (including, without limitation, Seller’s obligations arising out of failure to grant, maintain or preserve the security interests and their enforceability and priority status as set forth hereinper this subsection and/or to secure the sale of the Components contemplated hereunder), and as a condition precedent for any disbursements or other obligations incumbent upon the Buyer, Seller is required has granted a security interest to provide Buyer with a limited guaranty in the assets listed in Appendices 15 and 16 hereto (such assets collectively referred to herein as the “Class A Assets” or the “Collateral”) pursuant to the terms of that certain Master Security Agreement attached hereto as Appendix 13 (the “Guaranty”) from its parent company, LCSI Holding, Inc. (“LCSISecurity Agreement”); provided, guaranteeing Seller’s obligation to repay the Advance as set forth in this Agreementhowever, which Guaranty will be secured by LCSI’s pledge of its membership interest in Seller as set forth in the Membership Interest Pledge Agreement attached as Exhibit 13 and provide that the sole remedy under Collateral listed on Appendix 16 shall no longer serve as Collateral upon repayment in full of the Guaranty is for Buyer to exercise its rights and remedies against the Collateral (as defined under the Membership Interest Pledge Agreement). The Guaranty is attached to this Agreement as Exhibit 12Loan. (i) Until repayment in full of all of the AdvanceDebt, Seller covenants that it will not sell, transfer or create any first priority lien or encumbrance on, or take any action that materially impairs the value of, any of its material assets related to the production of the Components, including but not limited to, any capital equipment, inventory, work in progress, the Production and Storage Facilities or the land rights pertaining to the Production and Storage Facilities (the “Assets”), except with respect to (i) any inventory sold or otherwise transferred in the normal course of Seller’s business, (ii) the sale, transfer or disposal of obsolete equipment, (iii) any purchase money security interest associated with capital equipment located at the Production Facility or the Storage Facility, and (iv) up to approximately [...***...] in debt financing from a senior lender (the “Debt Financing”). In addition, (a) Seller agrees that Buyer shall have a first priority lien on and security interest in the Collateral (as defined in the Membership Interest Pledge Agreement), and (b) Seller agrees to use its best efforts to facilitate a good faith negotiation between Buyer and such lender to reach a mutually acceptable inter-creditor agreement related to the lender’s and Buyer’s respective rights and interests in the Assets and the Collateral. (j) In the event that Seller does not timely repay the Advance Debt as set forth herein and Buyer is entitled to exercise its rights under Section 9(h), Section 9(o) and the Membership Interest Pledge Agreement attached as Exhibit 13Security Agreement, Seller will fully cooperate with any due diligence Buyer undertakes with regard to the Assets Collateral prior to exercising its rights under such Membership Interest Pledge Section 9(h), Section 9(o) and the Security Agreement, including providing Buyer with full access to and information about such AssetsCollateral. (k) From the date of the first payment by the Buyer to the Seller of the Advance until the Advance has been fully repaid to Buyer (the “Draw Down Period”), Seller will provide to Buyer within fifteen (15) days after the end of each calendar quarter a report of the Seller’s cash flow in a format consistent with Appendix 14 (“Seller Asset Statement”) as of the end of such calendar quarter. (lI) During the Draw Down Period, Seller shall not exceed the Total GE Asset Gap Coverage as such as identified on the Appendix 14 of this Agreement by [...***...] at the end of each quarter. After January 1, 2009, the Total Seller Asset Gap [...***...]Statement shall be greater than zero. (m) During the Draw Down Period, if at the end of any calendar quarter Seller fails to comply with Section 9(1), then Buyer may (i) terminate the Agreement for Seller’s material breach subject to the provisions of Section 3(c) or (ii) may suspend any Advance not yet paid in accordance with Section 9(a) until Seller is in compliance with Section 9(1), at which time Buyer promptly shall pay to Seller any installments of the Advance due pursuant to Section 9(a) and not received by Seller during such suspension period.