Common use of Investments and Subsidiaries Clause in Contracts

Investments and Subsidiaries. (a) The Borrowers will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, except: (1) investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated “A-1” or “A-2” by Standard & Poors Corporation or “P-1” or “P-2” by Mxxxx’x Investors Service or certificates of deposit or bankers’ acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers’ acceptances are fully insured by the Federal Deposit Insurance Corporation); (2) travel advances or loans to officers and employees of the Borrowers not exceeding at any one time an aggregate of $5,000; and (3) advances in the form of progress payments, prepaid rent or security deposits. (b) The Borrowers will not create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Section 5.4 of the Disclosure Schedule. (c) Notwithstanding the foregoing, Borrowers shall be permitted to acquire an aggregate of $1,000,000 in stock of Synergetics USA on an annual basis, so long as any such purchase with the giving of notice, the passage of time or both, would not constitute an Event of Default hereunder.

Investments and Subsidiaries. (a) The Borrowers Borrower will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other PersonPerson or Affiliate, including specifically but without limitation any partnership or joint venture, nor purchase or hold beneficially any stock or other securities or evidence of indebtedness of any other Person or Affiliate, except: (1a) investments Investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated “A-1” or “A-2” by Standard & Poors Corporation Poor’s Ratings Services or “P-1” or “P-2” by Mxxxx’x Xxxxx’x Investors Service or certificates of deposit or bankers’ acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers’ acceptances are fully insured by the Federal Deposit Insurance Corporation); (2b) travel Travel advances or loans to officers the Borrower’s Officers and employees of the Borrowers not exceeding at any one time an aggregate of $5,000200,000; (c) Prepaid rent not exceeding one month or security deposits; and (3d) advances Current investments in the form of progress payments, prepaid rent or security deposits. (b) The Borrowers will not create or permit to exist any Subsidiary, other than any Subsidiary Subsidiaries and/or Affiliates in existence on the date hereof and listed in Section 5.4 of the Disclosure Schedule.hereof, which are detailed on Schedule 5.5 hereto; (ce) Notwithstanding Hedging programs to the foregoingextent permitted by Section 6.4(d); and (f) Investments in X.X. Ingredients GmbH, Borrowers provided that the amount of such investments does not exceed $365,000 on the Closing Date. In addition Borrower shall be permitted to acquire make an aggregate additional Investment of $1,000,000 175,000 Euros in stock of Synergetics USA on an annual basis, so long as any such purchase with the giving of notice, the passage of time X.X. Ingredients GmbH provided no Default or both, would not constitute an Event of Default hereunderexists.

Investments and Subsidiaries. (a) The Borrowers Neither Borrower will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically specifically, but without limitation limitation, any partnership or joint venture, except: (1) investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. U. S. corporations rated “"A-1” " or “"A-2” " by Standard & Poors Corporation or “"P-1” " or “"P-2” " by Mxxxx’x Xxxxx'x Investors Service or certificates of deposit or bankers’ ' acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers’ ' acceptances are fully insured by the Federal Deposit Insurance Corporation); (2) travel advances or loans to officers and employees of the Borrowers such Borrower not exceeding at any one time an aggregate of $5,000120,000; and (3) advances in the form of progress payments, prepaid rent or security deposits. (b) The Borrowers Neither Borrower will not create or permit to exist any Subsidiary, Subsidiary other than any Subsidiary in existence on the date hereof and listed in Section 5.4 of the Disclosure ScheduleExhibit B hereto. (c) Notwithstanding the foregoing, Borrowers shall be permitted to acquire an aggregate of $1,000,000 in stock of Synergetics USA on an annual basis, so long as any such purchase with the giving of notice, the passage of time or both, would not constitute an Event of Default hereunder.

Investments and Subsidiaries. (a) The Borrowers Borrower will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, except: (1) investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated “"A-1” " or “"A-2” " by Standard & Poors Corporation or “"P-1” " or “"P-2” " by Mxxxx’x Investors Moodx'x Xxxestors Service or certificates of deposit or bankers’ ' acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers’ ' acceptances are fully insured by the Federal Deposit Insurance Corporation); (2) travel advances or loans to officers and employees of the Borrowers Borrower not exceeding at any one time an aggregate of $5,00010,000; and (3) advances in the form of progress payments, prepaid rent or security deposits. (b) The Borrowers Borrower will not create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Section 5.4 of the Disclosure Schedule. (c) Notwithstanding the foregoing, Borrowers shall be permitted to acquire an aggregate of $1,000,000 in stock of Synergetics USA on an annual basis, so long as any such purchase with the giving of notice, the passage of time or both, would not constitute an Event of Default hereunder.

Investments and Subsidiaries. (a) The Borrowers Borrower will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment 141 or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, except: (1) : investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated “"A-1” " or “"A-2” " by Standard & Poors Corporation or “"P-1” " or “"P-2” " by Mxxxx’x Xxxxx'x Investors Service or certificates of deposit or bankers’ ' acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers’ ' acceptances are fully insured by the Federal Deposit Insurance Corporation); (2) ; travel advances or loans to the Borrower's officers and employees of the Borrowers not exceeding at any one time an aggregate of $5,00025,000; and (3) and advances in the form of progress payments, prepaid rent not exceeding three months or security deposits. (b) . The Borrowers Borrower will not create or permit to exist any Subsidiary, other than any Subsidiary the Subsidiaries in existence on the date hereof and listed in Section 5.4 of the Disclosure ScheduleSchedule 5.4. (c) Notwithstanding the foregoing, Borrowers shall be permitted to acquire an aggregate of $1,000,000 in stock of Synergetics USA on an annual basis, so long as any such purchase with the giving of notice, the passage of time or both, would not constitute an Event of Default hereunder.

Investments and Subsidiaries. (a) The Borrowers Without the prior written consent of Lender, which consent will not be unreasonably withheld, the Borrower will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, except: (1i) investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated “"A-1” " or “"A-2” " by Standard & Poors Corporation or “"P-1” " or “"P-2” " by Mxxxx’x Xxxxx'x Investors Service or certificates of deposit or bankers’ ' acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers’ ' acceptances are fully insured by the Federal Deposit Insurance Corporation); (2ii) travel advances or loans (other than Stock Purchase Loans) to the Borrower's officers and employees of the Borrowers not exceeding at any one time an aggregate of $5,00050,000; (iii) Stock Purchase Loans in an amount not to exceed the sum of $200,000 to any one Person and $2,200,000 in the aggregate at any one time; and (3iv) advances in the form of progress payments, prepaid rent not exceeding two months or security deposits. (b) The Borrowers Without the prior written consent of the Lender, which consent will be unreasonably withheld, the Borrower will not create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Section 5.4 of the Disclosure Schedule. (c) Notwithstanding the foregoing, Borrowers shall be permitted to acquire an aggregate of $1,000,000 in stock of Synergetics USA on an annual basis, so long as any such purchase with the giving of notice, the passage of time or both, would not constitute an Event of Default hereunder.

Investments and Subsidiaries. (a) The Borrowers Borrower will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, except: (1i) investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated “"A-1” " or “"A-2” " by Standard & Poors Corporation or “"P-1” " or “"P-2” " by Mxxxx’x Xxxxx'x Investors Service or certificates of deposit or bankers’ ' acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers’ ' acceptances are fully insured by the Federal Deposit Insurance Corporation); (2ii) travel advances or loans to the Borrower's officers and employees of the Borrowers not exceeding at any one time an aggregate of $5,00025,000; (iii) ownership of or advances to a Borrower or a Subsidiary listed in Schedule 5.4; (iv) advances not to exceed $50,000 in the aggregate to vendors of telephone and copier support and credit report contracts; and (3v) advances in the form of progress paymentspayments or prepaid rent, prepaid rent not exceeding two (2) months or security deposits. (b) The Borrowers Borrower will not create or permit to exist any Subsidiary, other than any Subsidiary the Subsidiaries in existence on the date hereof and listed in Section 5.4 of the Disclosure ScheduleSchedule 5.4. (c) Notwithstanding the foregoing, Borrowers shall be permitted to acquire an aggregate of $1,000,000 in stock of Synergetics USA on an annual basis, so long as any such purchase with the giving of notice, the passage of time or both, would not constitute an Event of Default hereunder.

Investments and Subsidiaries. (a) The Borrowers will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make Make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, nor purchase or hold beneficially any stock or other securities or evidence of indebtedness of any Person, without Lender’s prior written consent (which consent shall not be unreasonably withheld; provided, that the terms of such investment or loan do not conflict with the Loan Documents and no Default or Event of Default shall occur under the Loan Documents as a result of such investment or loan), except: (1a) investments Investments in direct obligations of the United States of America or any agency or instrumentality thereof of its political subdivisions whose obligations constitute the full faith and credit obligations of the United States of America having and have a maturity of one year or less, commercial paper issued by U.S. corporations rated “A-1A 1” or “A-2A 2” by Standard & Poors Corporation Poor’s Ratings Services or “P-1P 1” or “P-2P 2” by Mxxxx’x Xxxxx’x Investors Service or certificates of deposit or bankers’ acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers’ acceptances are fully insured by the Federal Deposit Insurance Corporation); (2b) travel advances or loans Loans to Borrower’s officers and employees of the Borrowers not exceeding at any one time an aggregate of $5,00050,000, or $10,000 for any single advance or loan; (c) Prepaid rent not exceeding one month or security deposits; and (3d) advances Current investments in the form of progress payments, prepaid rent or security deposits. (b) The Borrowers will not create or permit to exist any Subsidiary, other than any Subsidiary Borrower’s subsidiaries in existence on the date hereof and listed in Section 5.4 of the Disclosure Schedulethis Agreement. (c) Notwithstanding the foregoing, Borrowers shall be permitted to acquire an aggregate of $1,000,000 in stock of Synergetics USA on an annual basis, so long as any such purchase with the giving of notice, the passage of time or both, would not constitute an Event of Default hereunder.

Investments and Subsidiaries. (a) The Borrowers Borrower will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, except: (1) investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated “"A-1” " or “"A-2” " by Standard & Poors Corporation or “"P-1” " or “"P-2” " by Mxxxx’x Moody's Investors Service or certificates of deposit or bankers’ acceptances bankexx' xxxeptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers’ ' acceptances are fully insured by the Federal Deposit Insurance Corporation); (2) travel advances or loans to officers and employees of the Borrowers not exceeding at any one time an aggregate of $5,000; and (3) advances in the form of progress payments, prepaid rent or security deposits. (3) up to $500,000 in the Eaton Vance Floating Rate Fund. (4) regxxxx xxxx xxecking and savings accounts. (b) The Borrowers Borrower will not create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Section 5.4 of the Disclosure ScheduleEXHIBIT B hereto. (c) Notwithstanding the foregoing, Borrowers shall be permitted to acquire an aggregate of $1,000,000 in stock of Synergetics USA on an annual basis, so long as any such purchase with the giving of notice, the passage of time or both, would not constitute an Event of Default hereunder.

Investments and Subsidiaries. (a) The Borrowers Neither LPC nor EMI will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, except: (1i) investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated “"A-1” " or “"A-2” " by Standard & Poors Corporation or “"P-1” " or “"P-2” " by Mxxxx’x Xxxxx'x Investors Service or certificates of deposit or bankers’ ' acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers’ ' acceptances are fully insured by the Federal Deposit Insurance Corporation); (2ii) travel advances or loans to the Borrower's officers and employees of the Borrowers not exceeding at any one time an aggregate of $5,00050,000.00; and (3iii) advances in the form of progress payments, prepaid rent not exceeding three months or security deposits; and (iv) subject to Lender's prior written consent, investments pursuant to or arising under currency arrangements or interest rate agreements entered into in the ordinary course of Borrower's business. (b) The Borrowers Neither LPC nor EMI will not create or permit to exist any Subsidiary, other than any Subsidiary the Subsidiar(y)(ies) in existence on the date hereof and listed in Section 5.4 of the Disclosure ScheduleSchedule 5.4. (c) Notwithstanding the foregoing, Borrowers shall be permitted to acquire an aggregate of $1,000,000 in stock of Synergetics USA on an annual basis, so long as any such purchase with the giving of notice, the passage of time or both, would not constitute an Event of Default hereunder.

Investments and Subsidiaries. (a) The Borrowers will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make Make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, nor purchase or hold beneficially any stock or other securities or evidence of indebtedness of any Person, without Lender’s prior written consent (which consent shall not be unreasonably withheld; provided, that the terms of such investment or loan do not conflict with the Loan Documents and no Default or Event of Default shall occur under the Loan Documents as a result of such investment or loan), except: (1a) investments Investments in direct obligations of the United States of America or any agency or instrumentality thereof of its political subdivisions whose obligations constitute the full faith and credit obligations of the United States of America having and have a maturity of one year or less, commercial paper issued by U.S. corporations rated “A-1A 1” or “A-2A 2” by Standard & Poors Corporation Poor’s Ratings Services or “P-1P 1” or “P-2P 2” by Mxxxx’x Investors Moxxx’x Xnvestors Service or certificates of deposit or bankers’ acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers’ acceptances are fully insured by the Federal Deposit Insurance Corporation); (2b) travel advances or loans Loans to Borrower’s officers and employees of the Borrowers not exceeding at any one time an aggregate of $5,00050,000, or $10,000 for any single advance or loan; (c) Prepaid rent not exceeding one month or security deposits; and (3d) advances Current investments in the form of progress payments, prepaid rent or security deposits. (b) The Borrowers will not create or permit to exist any Subsidiary, other than any Subsidiary Borrower’s subsidiaries in existence on the date hereof and listed in Section 5.4 of the Disclosure Schedulethis Agreement. (c) Notwithstanding the foregoing, Borrowers shall be permitted to acquire an aggregate of $1,000,000 in stock of Synergetics USA on an annual basis, so long as any such purchase with the giving of notice, the passage of time or both, would not constitute an Event of Default hereunder.

Investments and Subsidiaries. (a1) The Borrowers Except by means of a Permitted Acquisition in accordance with Section 7.7, no Borrower will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, except: : (1) investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated “"A-1” " or “"A-2” " by Standard & Poors Corporation or “"P-1” " or “"P-2” " by Mxxxx’x Xxxxx'x Investors Service or certificates of deposit or bankers’ ' acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers’ ' acceptances are fully insured by the Federal Deposit Insurance Corporation); ; (2) travel advances or loans to such Borrower's officers and employees of the Borrowers not exceeding at any one time an aggregate of $5,00050,000; and (3) loans, advances, or capital contributions from one Borrower to any other Borrower; (4) loans to Guarantors not exceeding $250,000 in the aggregate to all Guarantors at any one time; and (5) advances in the form of progress payments, prepaid rent not exceeding two months or security deposits. (b2) The Borrowers No Borrower will not create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Section Schedule 5.4 or any Subsidiary acquired in a Permitted Acquisition or formed for the sole purpose of the Disclosure Scheduleeffecting a Permitted Acquisition. (c) Notwithstanding the foregoing, Borrowers shall be permitted to acquire an aggregate of $1,000,000 in stock of Synergetics USA on an annual basis, so long as any such purchase with the giving of notice, the passage of time or both, would not constitute an Event of Default hereunder.

Investments and Subsidiaries. (a) The Borrowers No Borrower will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, except: (1i) investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated “"A-1” " or “"A-2” " by Standard & Poors Corporation or “"P-1” " or “"P-2” " by Mxxxx’x Investors Moodx'x Xxxestors Service or certificates of deposit or bankers’ ' acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers’ ' acceptances are fully insured by the Federal Deposit Insurance Corporation); (2) travel advances or loans to officers and employees of the Borrowers not exceeding at any one time an aggregate of $5,000; and (3ii) advances investments constituting "Permitted Acquisitions" permitted by Section 7.7. (iii) investments made by the Parent, or a wholly owned Subsidiary of the Parent that is or becomes a Borrower under this Agreement, in Persons operating in the form same line of progress paymentsbusiness as the Parent, prepaid rent or security depositsthe sum of which investments in the aggregate for all Borrowers does not exceed $500,000 at any time outstanding. (b) The Borrowers No Borrower will not create or permit to exist any Subsidiary, Subsidiary other than any Subsidiary (i) the Subsidiaries in existence on the date hereof and listed in on Schedule 5.4 and (ii) Subsidiaries constituting "Permitted Acquisitions" permitted by Section 5.4 of the Disclosure Schedule7.7. (c) Notwithstanding the foregoing, Borrowers shall be permitted to acquire an aggregate of $1,000,000 in stock of Synergetics USA on an annual basis, so long as any such purchase with the giving of notice, the passage of time or both, would not constitute an Event of Default hereunder.

Investments and Subsidiaries. (a) The Borrowers will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make Make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, nor purchase or hold beneficially any stock or other securities or evidence of indebtedness of any Person, without Lender’s prior written consent which consent shall not be unreasonably withheld; provided, that the terms of such loan, advance or investment do not conflict with the Loan Documents and no Default or Event of Default shall occur under the Loan Documents as a result of such investment or loan), except: (1a) investments Investments in direct obligations of the United States of America or any agency or instrumentality thereof of its political subdivisions whose obligations constitute the full faith and credit obligations of the United States of America having and have a maturity of one year or less, commercial paper issued by U.S. corporations rated “A-1A 1” or “A-2A 2” by Standard & Poors Corporation Poor’s Ratings Services or “P-1P 1” or “P-2P 2” by Mxxxx’x Investors Service or certificates of deposit or bankers’ acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers’ acceptances are fully insured by the Federal Deposit Insurance Corporation); (2b) travel advances or loans Loans to Borrower’s officers and employees of the Borrowers not exceeding at any one time an aggregate of $5,000; and50,000, or $10,000 for any single advance or loan; (3c) advances in the form of progress payments, prepaid Prepaid rent not exceeding $25,000 or security deposits.; (bd) The Borrowers will not create or permit to exist any Subsidiary, other than any Subsidiary Current investments in Borrower’s subsidiaries in existence on the date hereof and listed in Section 5.4 of the Disclosure Schedule.this Agreement; and (ce) Notwithstanding the foregoing, Borrowers shall be permitted to acquire An investment consisting of a capital contribution in an aggregate amount of $1,000,000 up to US$500,000 to be made in stock a wholly owned subsidiary of Synergetics USA on an annual basis, so long as any such purchase with the giving of notice, the passage of time or both, would not constitute an Event of Default hereunderBorrower.

Investments and Subsidiaries. (a) The Borrowers Borrower will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, except: (1i) investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated “"A-1” " or “"A-2” " by Standard & Poors Corporation or “P-1” "P-I" or “"P-2” " by Mxxxx’x Xxxxx'x Investors Service or certificates of deposit or bankers’ ' acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers’ ' acceptances are fully insured by the Federal Deposit Insurance Corporation); (2ii) investments in or loans to Subsidiaries or Affiliates not exceeding at any time a combined total of $2,250,000, on a consolidated and an unconsolidated basis, throughout the term of this facility; (iii) loans to Xxxxxxx X. Xxxxxxx not exceeding at any time $375,000 throughout the term of this facility; and (iv) travel advances or loans to the Borrower's officers and employees of the Borrowers not exceeding at any one time an aggregate of $5,000; and (3) advances in the form of progress payments, prepaid rent or security deposits160,000. (b) The Borrowers borrower will not create or permit to exist any Subsidiarysubsidiary, other than any Subsidiary the subsidiaries in existence on the date hereof and listed in Section 5.4 of the Disclosure Scheduleschedule 5. (c) Notwithstanding the foregoing, Borrowers shall be permitted to acquire an aggregate of $1,000,000 in stock of Synergetics USA on an annual basis, so long as any such purchase with the giving of notice, the passage of time or both, would not constitute an Event of Default hereunder.