Common use of Distributions; Capital Change; Restricted Investments Clause in Contracts

Distributions; Capital Change; Restricted Investments. Neither such Borrower nor any of its Subsidiaries shall (i) directly or indirectly declare or make, or incur any liability to make, any Distribution (or similar distribution or act, if not a corporation), except (x) Distributions (or similar distributions or acts, if not a corporation) to a Borrower by its Subsidiaries, (y) Distributions contemplated or required under the Equity Agreements and (z) repurchases of shares or options to purchase shares of capital stock of the Parent from employees or former employees of a Borrower or any Subsidiary pursuant to agreements or plans approved by the governing body of such Borrower under which such individuals purchase or sell or are granted the option to purchase or sell shares of such capital stock in an aggregate amount not to exceed $1,000,000 in each Fiscal Year; provided, that with respect to clauses (y) and (z), (A) no Default or Event of Default shall have occurred and be continuing on the date of any such Distribution or repurchase or would be caused as a result thereof, (B) as of the date of such Distribution or repurchase, the Borrowers shall have made all payments of principal in respect of the Term Loans required under the first sentence of Section 3.3 (without giving effect to the conditions set forth in the proviso to such sentence) and (C) the Fixed Charge Coverage Ratio for the period of four consecutive fiscal quarters of the Parent ended on the most recently ended fiscal quarter of the Parent on a pro forma basis after giving effect to such Distribution or repurchase (as if such Distribution or repurchase occurred on the last day of the most recently ended fiscal quarter of the Parent) must be equal to or greater than 1.25:1.00 and the Parent shall have provided to the Administrative Agent evidence satisfactory to the Administrative Agent of satisfaction of such requirement, (ii) make any change in its capital structure which could have a Material Adverse Effect or (iii) make any Restricted Investment.

Distributions; Capital Change; Restricted Investments. Neither such Borrower Parent, nor the Borrower, nor any of its their Subsidiaries shall (i) directly or indirectly declare or make, or incur any liability to make, any Distribution Distribution, except: (or similar distribution or act, if not a corporation), except (xa) Distributions (or similar distributions or acts, if not a corporation) to a the Borrower by its Subsidiaries, ; (yb) Distributions contemplated by Parent’s or required the Borrower’s foreign Subsidiaries to other foreign Subsidiaries; (c) Distributions by Borrower to Parent in an amount not to exceed the payment of dividends (then due or accrued) on the Preferred Stock so long as: (i) no Event of Default shall exist or would result therefrom and (ii) such Distribution does not violate the terms relating to Restricted Payments (as defined in Exhibit F), as such terms were in existence at the time of the High Yield Notes’ initial issuance, without giving effect to any consent to such Distribution or waiver of a Default or Event of Default (as defined in Exhibit F) arising out of any such Distribution by the trustee under the Equity Agreements and Indenture (zthe “Indenture Distribution Terms”); (d) repurchases Distributions, not otherwise permitted hereunder, to any domestic Subsidiary by any of shares or options its Subsidiaries, so long as a Distribution of equal amount is made to purchase shares the Borrower by one of capital stock its Subsidiaries within two (2) Business Days of the initial Distribution; (e) Distributions by Borrower in an amount sufficient to repurchase Capital Stock (of Parent or Borrower) from employees current or former officers, directors or employees of a Borrower or any Subsidiary Parents as applicable pursuant to the terms of agreements (including employment agreements) or plans (or amendments thereto) approved by the governing body Board of such Borrower Directors of Parent or Borrower, as applicable under which such individuals purchase or sell sell, or are granted the option to purchase or sell shares of such capital stock in an aggregate amount not to exceed $1,000,000 in each Fiscal Yearsell, Capital Stock; provided, however, that with respect to clauses (y1) the aggregate amount of such repurchases shall not exceed $10,000,000 in any calendar year and (z)2) at the time of such repurchase, (A) no other Default or Event of Default shall have occurred and be continuing (or result therefrom); (f) Distributions by Parent in the form of the conversion of its convertible Debt into Capital Stock of Parent or the conversion of the Capital Stock of Parent into another class of its Capital Stock; (g) Distributions by Parent consisting of regularly scheduled payment of dividends (then due or accrued) on the date Preferred Stock so long as: (i) no Event of any Default shall exist or would result therefrom and (ii) such Distribution does not violate the Indenture Distribution Terms; and (h) Distributions by Parent in the form of cash payments in lieu of fractional shares in connection with any Distribution of Capital Stock permitted hereunder (“Fractional Share Payments”) and Distributions by Borrower to Parent to permit Parent to make such Fractional Share Payment; (i) Distributions by Parent or Borrower consisting of the repurchase of Capital Stock to the extent such repurchase is deemed to occur upon a cashless exercise of stock options, restricted stock units or warrants, so long as no Event of Default shall exist or would result therefrom; (j) Distributions by Parent with respect to the repurchase or redemption, and Distributions by Borrower to Parent to permit Parent to repurchase or redeem, for nominal consideration, preferred stock purchase rights issued in connection with any shareholder rights plan of Parent, so long as no Event of Default shall exist or would be caused as a result thereoftherefrom; and (k) Distributions by Borrower to Parent (i) consisting of Permitted Tax Payments, or (Bii) as of for corporate overhead expenses in an amount not to exceed the date of such Distribution or repurchase, the Borrowers shall have made all payments of principal in respect of the Term Loans required under the first sentence of Section 3.3 (without giving effect to the conditions limitations set forth in the proviso to such sentence) and (C) High Yield Notes or the Fixed Charge Coverage Ratio for the period of four consecutive fiscal quarters of the Parent ended on the most recently ended fiscal quarter of the Parent on a pro forma basis after giving effect to such Distribution or repurchase (as if such Distribution or repurchase occurred on the last day of the most recently ended fiscal quarter of the Parent) must be equal to or greater than 1.25:1.00 and the Parent shall have provided to the Administrative Agent evidence satisfactory to the Administrative Agent of satisfaction of such requirement, Indenture; (ii) except as specifically provided in the definition of “Approved Restructuring,” make any change in its capital structure which could have a Material Adverse Effect Effect; or (iii) make any Restricted Investment.

Distributions; Capital Change; Restricted Investments. Neither such Borrower nor any of its Subsidiaries shall (i) directly or indirectly declare or make, or incur any liability to make, any Distribution (or similar distribution or act, if not a corporation), except (x) Distributions (or similar distributions or acts, if not a corporation) to a Borrower by its Subsidiaries, (y) Distributions contemplated or required under the Equity Agreements and (z) repurchases of shares or options to purchase shares of capital stock of the Parent from employees or former employees of a Borrower or any Subsidiary pursuant to agreements or plans approved by the governing body of such Borrower under which such individuals purchase or sell or are granted the option to purchase or sell shares of such capital stock in an aggregate amount not to exceed $1,000,000 in each Fiscal Year; provided, that with respect to clauses (y) and (z), (A) no Default or Event of Default shall have occurred and be continuing on the date of any such Distribution or repurchase or would be caused as a result thereof, (B) as of the date of such Distribution or repurchase, the Borrowers shall have made all payments of principal in respect of the Term Loans required under the first sentence of Section 3.3 (without giving effect to the conditions set forth in the proviso to such sentence) and (C) the Fixed Charge Coverage Ratio for the period of four consecutive fiscal quarters of the Parent ended on the most recently ended fiscal quarter of the Parent on a pro forma basis after giving effect to such Distribution or repurchase (as if such Distribution or repurchase occurred on the last day of the most recently ended fiscal quarter of the Parent) must be equal to or greater than 1.25:1.00 and the Parent shall have provided to the Administrative Agent evidence satisfactory to the Administrative Agent of satisfaction of such requirementDistribution, (ii) make any change in its capital structure which could have a Material Adverse Effect Effect, or (iii) make any Restricted Investment, except (A) Distributions to such Borrower by its Subsidiaries, (B) Distributions by the Borrowers to SDI to reimburse SDI for out-of-pocket expenses incurred by SDI in the ordinary course of its business on an arm's length basis for the benefit of the Borrowers that are expenses that ordinarily would have been paid by such Borrower if SDI had not paid such expenses, (C) loans by ISA to SDI Canada in an aggregate amount outstanding not to exceed $5,000,000 (less the amount of Restricted Investments by SDI under Section 5.6(ii)(b) of the SDI Security Agreement), so long as Aggregate Availability after giving effect to such loan exceeds ten percent (10%) of Aggregate Availability (assuming Aggregate Revolver Outstandings of the Borrowers are zero), (D) loans by a Borrower to the other Borrower, (E) loans by ISA to the Mexican Subsidiaries in an aggregate amount outstanding not to exceed the Permitted Mexican Loan Amount (less the amount of Restricted Investments by SDI under Section 5.6(ii)(a) of the SDI Security Agreement), so long as Aggregate Availability after giving effect to each such loan exceeds ten percent (10%) of Aggregate Availability (assuming Aggregate Revolver Outstandings of the Borrowers are zero), (F) Permitted Acquisitions by a Borrower, (G) advances to employees of Credit Parties for travel, relocation or other ordinary business expenses provided that the aggregate amount outstanding at any one time shall not exceed $20,000 per single employee and $250,000 in the aggregate for all employees, (H) advances to subcontractors and suppliers in the ordinary course of business not exceeding an aggregate outstanding amount of $500,000, (I) extensions of credit in the nature of receivables or notes arising from the sale of goods and services in the ordinary course of business, and (J) nonrecourse loans to holders of stock options of SDI, which loans were made solely for the purpose of enabling such holders to purchase shares of the common stock of SDI upon the exercise of such options and which loans are secured by some or all of such purchased shares, provided that the aggregate outstanding amount of all such loans does not at any time exceed $1,500,000.

Distributions; Capital Change; Restricted Investments. Neither such Borrower Parent, nor the Borrower, nor any of its their Subsidiaries shall (i) directly or indirectly declare or make, or incur any liability to make, any Distribution Distribution, except: (or similar distribution or act, if not a corporation), except (xa) Distributions (or similar distributions or acts, if not a corporation) to a the Borrower by its Subsidiaries, ; (b) Distributions by Parent’s or the Borrower’s foreign Subsidiaries to other foreign Subsidiaries; (c) Distributions by Borrower to Parent in an amount not to exceed the payment of dividends (then due or accrued) on the Preferred Stock so long as: (y) Distributions contemplated no Event of Default shall exist or required under the Equity Agreements would result therefrom and (z) repurchases of shares or options such Distribution does not violate the terms relating to purchase shares of capital stock Restricted Payments (as defined in Exhibit F), as such terms were in existence at the time of the High Yield Notes’ initial issuance, without giving effect to any consent to such Distribution or waiver of a Default or Event of Default (as defined in Exhibit F) arising out of any such Distribution by the trustee under the Indenture (the “Indenture Distribution Terms”); (d) Distributions, not otherwise permitted hereunder, to any domestic Subsidiary by any of its Subsidiaries, so long as a Distribution of equal amount is made to the Borrower by one of its Subsidiaries within two (2) Business Days of the initial Distribution; (e) Distributions by Borrower in an amount sufficient to repurchase Capital Stock (of Parent or Borrower) from employees current or former officers, directors or employees of a Borrower or any Subsidiary Parents as applicable pursuant to the terms of agreements (including employment agreements) or plans (or amendments thereto) approved by the governing body Board of such Borrower Directors of Parent or Borrower, as applicable under which such individuals purchase or sell sell, or are granted the option to purchase or sell shares of such capital stock in an aggregate amount not to exceed $1,000,000 in each Fiscal Yearsell, Capital Stock; provided, however, that with respect to clauses (y) the aggregate amount of such repurchases shall not exceed $10,000,000 in any calendar year and (z)) at the time of such repurchase, (A) no other Default or Event of Default shall have occurred and be continuing (or result therefrom); (f) Distributions by Parent in the form of the conversion of its convertible Debt into Capital Stock of Parent or the conversion of the Capital Stock of Parent into another class of its Capital Stock; (g) Distributions by Parent consisting of regularly scheduled payment of dividends (then due or accrued) on the date Preferred Stock so long as: (y) no Event of any Default shall exist or would result therefrom and (z) such Distribution does not violate the Indenture Distribution Terms; and (h) Distributions by Parent in the form of cash payments in lieu of fractional shares in connection with any Distribution of Capital Stock permitted hereunder (“Fractional Share Payments”) and Distributions by Borrower to Parent to permit Parent to make such Fractional Share Payment; (i) Distributions by Parent or Borrower consisting of the repurchase of Capital Stock to the extent such repurchase is deemed to occur upon a cashless exercise of stock options, restricted stock units or warrants, so long as no Event of Default shall exist or would result therefrom; (j) Distributions by Parent with respect to the repurchase or redemption, and Distributions by Borrower to Parent to permit Parent to repurchase or redeem, for nominal consideration, preferred stock purchase rights issued in connection with any shareholder rights plan of Parent, so long as no Event of Default shall exist or would be caused as a result thereoftherefrom; and (k) Distributions by Borrower to Parent (y) consisting of Permitted Tax Payments, or (Bz) as of for corporate overhead expenses in an amount not to exceed the date of such Distribution or repurchase, the Borrowers shall have made all payments of principal in respect of the Term Loans required under the first sentence of Section 3.3 (without giving effect to the conditions limitations set forth in the proviso to such sentence) and (C) High Yield Notes or the Fixed Charge Coverage Ratio for the period of four consecutive fiscal quarters of the Parent ended on the most recently ended fiscal quarter of the Parent on a pro forma basis after giving effect to such Distribution or repurchase (as if such Distribution or repurchase occurred on the last day of the most recently ended fiscal quarter of the Parent) must be equal to or greater than 1.25:1.00 and the Parent shall have provided to the Administrative Agent evidence satisfactory to the Administrative Agent of satisfaction of such requirement, Indenture; (ii) except as specifically provided in the definition of “Approved Restructuring,” make any change in its capital structure which could have a Material Adverse Effect Effect; or (iii) make any Restricted Investment.

Distributions; Capital Change; Restricted Investments. Neither such Borrower the Loan Party nor any of its Subsidiaries shall (i) directly or indirectly declare or make, or incur any liability to make, any Distribution (or similar distribution or act, if not a corporation)Distribution, except (x) Distributions (or similar distributions or acts, if not a corporation) to a the Borrower by its SubsidiariesSubsidiaries and, (y) Distributions contemplated or required under the Equity Agreements and (z) repurchases of shares or options to purchase shares of capital stock of the Parent from employees or former employees of a Borrower or any Subsidiary pursuant to agreements or plans approved by the governing body of such Borrower under which such individuals purchase or sell or are granted the option to purchase or sell shares of such capital stock in an aggregate amount not to exceed $1,000,000 in each Fiscal Year; provided, that with respect to clauses (y) and (z), (A) so long as no Default or Event of Default shall have has occurred and be is continuing or would result therefrom, (y) Distributions to the Parent Guarantor to make scheduled payments of interest on the date of any such Distribution or repurchase or would be caused as a result thereof, (B) as of the date of such Distribution or repurchase, the Borrowers shall have made all Senior Notes and scheduled payments of principal in respect and interest on the Subordinated Debt or to effect the Redemption as expressly permitted by the terms of SCHEDULE 9.14 hereto, and (z) Distributions by the Parent Guarantor constituting up to 100% of the Term Loans required under net proceeds raised from the first sentence sale of Section 3.3 (without giving effect to the conditions set forth in the proviso to such sentence) and (C) the Fixed Charge Coverage Ratio for the period of four consecutive fiscal quarters additional common Capital Stock of the Parent ended on Guarantor to redeem (in whole or in part) the most recently ended fiscal quarter Senior Notes, and Distributions of additional common Capital Stock of the Parent on a pro forma basis after giving effect Guarantor to such Distribution or repurchase (as if such Distribution or repurchase occurred on the last day make an acquisition of the most recently ended fiscal quarter property or Capital Stock of any other Person, and Distributions constituting up to 75% of the Parent) must net proceeds raised from the sale of common Capital Stock of the Parent Guarantor to make an acquisition of the property or Capital Stock of any other Person, so long as in each such case no Material Adverse Effect could reasonably be equal expected to result therefrom and no Default or greater than 1.25:1.00 Event of Default has occurred and is continuing or would result therefrom (and the Parent shall have provided Agent and the Majority Lender will not unreasonably withhold their consent to the Administrative Agent evidence satisfactory to creation of a Subsidiary in connection therewith if all of the Administrative Agent requirements of satisfaction of such requirementSECTION 6.2(d) will be complied with), (ii) make any change in its capital structure which could have a Material Adverse Effect or (iii) make any Restricted Investment.

Distributions; Capital Change; Restricted Investments. Neither such Borrower The Parent will not, nor will it permit any of its Subsidiaries shall to, (ia) directly or indirectly declare or makepay any dividends or make any distributions on its Capital Stock, the Convertible Trust Preferred Securities, or incur the Convertible Preferred Debentures (other than dividends and distributions payable in its own Capital Stock) or redeem, repurchase, or otherwise acquire or retire any liability of its Capital Stock at any time outstanding or the Convertible Preferred Debentures (each of such dividends, distributions, or other transactions with respect to makesuch Person's Capital Stock, any Distribution (the Convertible Trust Preferred Securities, or similar distribution or act, if not the Convertible Preferred Debentures being referred to in this Section as a corporation"restricted payment"), except that (xi) Distributions (or similar distributions or acts, if not a corporation) to a Borrower by its Subsidiaries, (y) Distributions contemplated or required under the Equity Agreements and (z) repurchases of shares or options to purchase shares of capital stock any Subsidiary of the Parent from employees may declare and pay dividends or former employees make distributions to the Parent or to a Wholly-Owned Subsidiary of a Borrower or any Subsidiary the Parent which is an Obligated Party, (ii) the Parent may make the minimum cash distributions required according to the terms of the Convertible Preferred Debentures, (iii) TXI Capital Trust I may make the minimum cash restricted payments required according to the terms of the Convertible Trust Preferred Securities, (iv) the Parent may accept shares of its Capital Stock in connection with the purchase of shares of its Capital Stock issued pursuant to agreements or plans approved by and in accordance with the governing body of such Borrower under which such individuals purchase or sell or are granted Parent's 1993 Stock Option Plan, and (v) the option Parent may make restricted payments with respect to purchase or sell shares of such capital stock its Capital Stock in an aggregate amount not to exceed $1,000,000 7,000,000 in each any Fiscal Year; provided, that with respect to clauses (y) and (z), (A) Year so long as no Default or Event of Default exists or would result therefrom and Availability shall have occurred and be continuing on at all times during the last Fiscal Quarter ended prior to the date of any declaration of such Distribution or repurchase or would be caused as a result thereofrestricted payment after the Closing Date have not been less than $30,000,000, (B) as of the date of such Distribution or repurchase, the Borrowers shall have made all payments of principal in respect of the Term Loans required under the first sentence of Section 3.3 (without giving effect to the conditions set forth in the proviso to such sentence) and (C) the Fixed Charge Coverage Ratio for the period of four consecutive fiscal quarters of the Parent ended on the most recently ended fiscal quarter of the Parent on a pro forma basis after giving effect to such Distribution or repurchase (as if such Distribution or repurchase occurred on the last day of the most recently ended fiscal quarter of the Parent) must be equal to or greater than 1.25:1.00 and the Parent shall have provided to the Administrative Agent evidence satisfactory to the Administrative Agent of satisfaction of such requirement, (iib) make any change in its capital structure which could have a Material Adverse Effect an adverse effect on the ability of the Obligated Parties to perform any of their respective duties and obligations under any Loan Document or pay the Obligations when due, or (iiic) make any Restricted Investment.

Distributions; Capital Change; Restricted Investments. Neither such Borrower nor any None of its Subsidiaries the Loan Parties shall (ia) directly or indirectly declare or make, or incur any liability to make, any Distribution (or similar distribution or act, if not a corporation)Distribution, except (xi) Distributions by a Loan Party to another Loan Party or (ii) so long as no Event of Default then exists or would result therefrom (A) repurchases by the Parent of shares of its capital stock (or similar distributions options or acts, if not a corporationwarrants therefor) in the open market pursuant to a Borrower by its Subsidiariesthe Parent's buy-back plan announced in September 1998 and modified in December 2000, (yB) Distributions contemplated or required under additional repurchases by the Equity Agreements and (z) repurchases Parent of shares of its capital stock (or options to purchase shares of capital stock of or warrants therefor) in the Parent from employees or former employees of a Borrower or any Subsidiary pursuant to agreements or plans approved by the governing body of such Borrower under which such individuals purchase or sell or are granted the option to purchase or sell shares of such capital stock open market in an aggregate amount not to exceed $1,000,000 in each 5,000,000 during any Fiscal Year; provided, that with respect to clauses (y) and (z), (A) no Default or Event of Default shall have occurred and be continuing on the date of any such Distribution or repurchase or would be caused as a result thereof, (B) as of the date of such Distribution or repurchase, the Borrowers shall have made all payments of principal in respect of the Term Loans required under the first sentence of Section 3.3 (without giving effect to the conditions set forth in the proviso to such sentence) and (C) repurchases by the Fixed Charge Coverage Ratio Parent of shares of its capital stock (or options or warrants therefor) in order to permit 401(K) or other similar Plans maintained for the period of four consecutive fiscal quarters employees of the Parent ended on the most recently ended fiscal quarter or any Subsidiary of the Parent on a pro forma basis to repurchase shares from participants (or former participants) in such Plans, and (D) repurchases by the Parent of shares of its capital stock (or options and warrants therefor) from Persons leaving their employment with the Parent or any Subsidiary of the Parent in an aggregate amount not to exceed $5,000,000 during any Fiscal Year, so long as, after giving effect to any such Distribution repurchase pursuant to clauses (A), (B), (C) or repurchase (as if such Distribution or repurchase occurred on D) preceding, Availability (without regard to the last day Maximum Revolver Amount) is not less than $15,000,000 plus the minimum Availability (without regard to the Maximum Revolver Amount, but after giving effect to any Borrowings that would be necessary to pay any accounts payable of the most recently ended fiscal quarter Loan Parties that have not been paid before the later of (a) 45 days [or 60 days in the Parentcase of accounts payable owing to Resin vendors] after their respective invoice dates or (b) must be equal to or greater than 1.25:1.00 and the Parent shall have provided to the Administrative Agent evidence satisfactory to the Administrative Agent of satisfaction of such requirementtheir respective agreed upon due dates) then required under Section 7.20, (iib) make any change in its capital structure which could reasonably be expected to have a Material Adverse Effect or (c) make or maintain any Restricted Investment after the date hereof, other than (i) Permitted Acquisitions, (ii) Restricted Investments in or to any Loan Party, (iii) make transfers of two geomembrane extrusion lines acquired in the acquisition of Serrot International, Inc. to a foreign subsidiary or subsidiaries of the Parent, (iv) Restricted Investments in or to Subsidiaries of the Parent that are not Loan Parties in an aggregate amount (net of any accounts payable of any Loan Party to any such Subsidiary) outstanding at any time not to exceed $56,500,000, or (v) other Restricted InvestmentInvestments (other than those described in clause (iv) preceding) in an aggregate amount not to exceed $1,000,000 outstanding at any time.

Distributions; Capital Change; Restricted Investments. Neither such the Borrower nor any of its Subsidiaries shall (i) directly or indirectly declare or make, or incur any liability to make, any Distribution (or similar distribution or act, if not a corporation), except (x) Distributions (or similar distributions or acts, if not a corporation) to a Borrower by its Subsidiaries, (y) Distributions contemplated or required under the Equity Agreements and (z) repurchases of shares or options to purchase shares of capital stock of the Parent from employees or former employees of a Borrower or any Subsidiary pursuant to agreements or plans approved by the governing body of such Borrower under which such individuals purchase or sell or are granted the option to purchase or sell shares of such capital stock in an aggregate amount not to exceed $1,000,000 in each Fiscal Year; provided, that with respect to clauses (y) and (z), (A) no Default or Event of Default shall have occurred and be continuing on the date of any such Distribution or repurchase or would be caused as a result thereof, (B) as of the date of such Distribution or repurchase, the Borrowers shall have made all payments of principal in respect of the Term Loans required under the first sentence of Section 3.3 (without giving effect to the conditions set forth in the proviso to such sentence) and (C) the Fixed Charge Coverage Ratio for the period of four consecutive fiscal quarters of the Parent ended on the most recently ended fiscal quarter of the Parent on a pro forma basis after giving effect to such Distribution or repurchase (as if such Distribution or repurchase occurred on the last day of the most recently ended fiscal quarter of the Parent) must be equal to or greater than 1.25:1.00 and the Parent shall have provided to the Administrative Agent evidence satisfactory to the Administrative Agent of satisfaction of such requirementDistribution, (ii) make any change in its capital structure which could have a Material Adverse Effect Effect, or (iii) make any Restricted Investment, except (A) Distributions to the Borrower by its Subsidiaries, (B) Distributions by the Borrower to SDI to reimburse SDI for out-of-pocket expenses incurred by SDI in the ordinary course of its business on an arm's length basis for the benefit of the Borrower that are expenses that ordinarily would have been paid by the Borrower if SDI had not paid such expenses, (C) loans by the Borrower to SDI Canada in an aggregate amount outstanding not to exceed $5,000,000 (less the amount of Restricted Investments by SDI under SECTION 5.6(ii)(b) of the SDI Security Agreement), so long as the Borrower's Availability after giving effect to such loan exceeds ten percent (10%) of the Borrower's Availability (assuming Aggregate Revolver Outstandings of the Borrower are zero), (D) loans by the Borrower to the Mexican Subsidiaries in an aggregate amount outstanding not to exceed the Permitted Mexican Loan Amount (less the amount of Restricted Investments by SDI under SECTION 5.6(ii)(a) of the SDI Security Agreement), so long as the Borrower's Availability after giving effect to each such loan exceeds ten percent (10%) of the Borrower's Availability (assuming Aggregate Revolver Outstandings of the Borrower are zero), (E) Permitted Acquisitions by the Borrower, (F) advances to employees of Credit Parties for travel, relocation or other ordinary business expenses provided that the aggregate amount outstanding at any one time shall not exceed $20,000 per single employee and $250,000 in the aggregate for all employees, (G) advances to subcontractors and suppliers in the ordinary course of business not exceeding an aggregate outstanding amount of $500,000, (H) extensions of credit in the nature of receivables or notes arising from the sale of goods and services in the ordinary course of business, and (I) nonrecourse loans to holders of stock options of SDI, which loans were made solely for the purpose of enabling such holders to purchase shares of the common stock of SDI upon the exercise of such options and which loans are secured by some or all of such purchased shares, provided that the aggregate outstanding amount of all such loans does not at any time exceed $1,500,000.