Loans, Investments, Etc. Without prior written approval from Lender, Borrower shall not, and shall not permit any Subsidiary to, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the Capital Stock or Indebtedness or all or a substantial part of the assets or property of any person, or form or acquire any Subsidiaries, or agree to do any of the foregoing, except: (a) the endorsement of instruments for collection or deposit in the ordinary course of business; (b) investments in cash or Cash Equivalents, provided, that, (i) no Loans are then outstanding and (ii) the terms and conditions of Section 5.2 hereof shall have been satisfied with respect to the deposit account, investment account or other account in which such cash or Cash Equivalents are held; (c) the existing equity investments of Borrower as of the date hereof in its Subsidiaries, provided, that, no Borrower shall have any further obligations or liabilities to make any capital contributions or other additional investments or other payments to or in or for the benefit of any of such Subsidiaries; (d) loans and advances by Borrower to employees of Borrower not to exceed the principal amount of $250,000 in the aggregate at any time outstanding for: (i) reasonably and necessary work-related travel or other ordinary business expenses to be incurred by such employee in connection with their work for Borrower and (ii) reasonable and necessary relocation expenses of such employees (including home mortgage financing for relocated employees); (e) stock or obligations issued to Borrower by any Person (or the representative of such Person) in respect of Indebtedness of such Person owing to Borrower in connection with the insolvency, bankruptcy, receivership or reorganization of such Person or a composition or readjustment of the debts of such Person; provided, that, the original of any such stock or instrument evidencing such obligations shall be promptly delivered to Lender, upon Lender’s request, together with such stock power, assignment or endorsement by Borrower as Lender may request; (f) obligations of account debtors to Borrower arising from Accounts which are past due evidenced by a promissory note made by such account debtor payable to Borrower; provided, that, promptly upon the receipt of the original of any such promissory note by Borrower, such promissory note shall be endorsed to the order of Lender by Borrower and promptly delivered to Lender as so endorsed; (g) the loans and advances set forth on Schedule 9.10(g) hereto; provided, that, as to such loans and advances, (i) Borrower shall not, directly or indirectly, amend, modify, alter or change the terms of such loans and advances or any agreement, document or instrument related thereto and (ii) Borrower shall furnish to Lender all notices or demands in connection with such loans and advances either received by Borrower or on its behalf, promptly after the receipt thereof, or sent by Borrower or on its behalf, concurrently with the sending thereof, as the case may be.
Appears in 1 contract
Loans, Investments, Etc. Without prior written approval from Lender, Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the Capital Stock Equity Interests or Indebtedness or all or a substantial part of the assets or property of any personperson (other than any Borrower or Guarantor as expressly permitted under Section 9.11(a) hereof), or form or acquire any Subsidiaries, or agree to do any of the foregoing, except:
(a) the endorsement of instruments for collection or deposit in the ordinary course of business;
(b) investments in cash or Cash Equivalents, ; provided, that, (i) no Loans are then outstanding and (ii) the terms and conditions of Section 5.2 hereof shall have been satisfied with respect to the deposit account, investment account or other account in which such cash or Cash Equivalents are held;
(c) the existing equity investments of each Borrower and Guarantor as of the date hereof in its Subsidiaries, ; provided, that, no Borrower or Guarantor shall have any further obligations or liabilities to make any capital contributions or other additional investments or other payments to or in or for the benefit of any of such Subsidiaries;
(d) loans and advances by any Borrower or Guarantor to employees of such Borrower or Guarantor not to exceed the principal amount of $250,000 in the aggregate at any time outstanding for: (i) reasonably reasonable and necessary work-related travel or other ordinary business expenses to be incurred by such employee in connection with their work for such Borrower or Guarantor and (ii) reasonable and necessary relocation expenses of such employees (including home mortgage financing for relocated employees);
(e) stock or obligations issued to any Borrower or Guarantor by any Person (or the representative of such Person) in respect of Indebtedness of such Person owing to such Borrower or Guarantor in connection with the insolvency, bankruptcy, receivership or reorganization of such Person or a composition or readjustment of the debts of such Person; provided, that, the original of any such stock or instrument evidencing such obligations shall be promptly delivered to LenderAgent, upon LenderAgent’s request, together with such stock power, assignment or endorsement by such Borrower or Guarantor as Lender Agent may request;
(f) obligations of account debtors to any Borrower or Guarantor arising from Accounts which are past due evidenced by a promissory note made by such account debtor payable to Borrowersuch Borrower or Guarantor; provided, that, promptly upon the receipt of the original of any such promissory note by Borrowersuch Borrower or Guarantor, such promissory note shall be endorsed to the order of Lender Agent by such Borrower or Guarantor and promptly delivered to Lender Agent as so endorsed;
(g) loans by a Borrower or Guarantor to another Borrower or Guarantor after the date hereof; provided, that:
(i) as to all of such loans, (A) within thirty (30) days after the end of each fiscal month, Borrowers shall provide to Agent a report in form and substance reasonably satisfactory to Agent of the outstanding amount of such loans as of the last day of the immediately preceding month and indicating any loans made and payments received during the immediately preceding month, (B) the Indebtedness arising pursuant to any such loan shall not be evidenced by a promissory note or other instrument, unless the single original of such note or other instrument is promptly delivered to Agent upon its request to hold as part of the Collateral, with such endorsement and/or assignment by the payee of such note or other instrument as Agent may require, (C) as of the date of any such loan and after giving effect thereto, the Borrower or Guarantor making such loan shall be Solvent, and (D) as of the date of any such loan and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing,
(ii) as to loans by a Guarantor to a Borrower, (A) the Indebtedness arising pursuant to such loan shall be subject to, and subordinate in right of payment to, the right of Agent and Lenders to receive the prior final payment and satisfaction in full of all of the Obligations on terms and conditions acceptable to Agent, (B) promptly upon Agent’s request, Agent shall have received a subordination agreement, in form and substance reasonably satisfactory to Agent, providing for the terms of the subordination in right of payment of such Indebtedness of such Borrower to the prior final payment and satisfaction in full of all of the Obligations, duly authorized, executed and delivered by such Guarantor and such Borrower, and (C) such Borrower shall not, directly or indirectly make, or be required to make, any payments in respect of such Indebtedness prior to the end of the then current term of this Agreement, and
(iii) as to loans by a Borrower to a Guarantor or another Borrower, as of the date of any such loan and after giving effect thereto, (A) with respect to any such loans, Excess Availability shall be not less than $7,500,000, and (B) the aggregate principal amount of all Loans by Borrowers to any Guarantor shall not exceed, at any one time outstanding, $100,000, and to all Guarantors shall not exceed, at any one time outstanding, $200,000;
(h) the Series D Preferred Stock Conversion;
(i) the issuance of the Accrual Credits in accordance with the SPEARA as in effect on the date hereof and application thereof to pay for any portion of the exercise price of any outstanding Series D Warrant; and
(j) the loans and advances set forth on Schedule 9.10(g) hereto9.10 to the Information Certificate; provided, that, as to such loans and advances, (i) Borrower Borrowers and Guarantors shall not, directly or indirectly, amend, modify, alter or change the terms of such loans and advances or any agreement, document or instrument related thereto and (ii) Borrower Borrowers and Guarantors shall furnish to Lender Agent all notices or demands in connection with such loans and advances either received by any Borrower or Guarantor or on its behalf, promptly after the receipt thereof, or sent by any Borrower or Guarantor or on its behalf, concurrently with the sending thereof, as the case may be.;
Appears in 1 contract
Samples: Loan and Security Agreement (Lighting Science Group Corp)
Loans, Investments, Etc. Without prior written approval from Lender, Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the Capital Stock or Indebtedness or all or a substantial part of the assets or property of any person, or form or acquire any Subsidiaries, or agree to do any of the foregoing, except:
(a) the endorsement of instruments for collection or deposit in the ordinary course of business;
(b) investments in cash cash, Cash Equivalents or Canadian Cash Equivalents, provided, that, (i) no Loans are then outstanding and (ii) the terms and conditions of Section 5.2 hereof shall have been satisfied with respect to the deposit account, investment account or other account in which such cash cash, Cash Equivalents or Canadian Cash Equivalents are held;
(c) the existing equity investments and loans of each Borrower and Guarantor as of the date hereof in and to its Subsidiaries, provided, that, no Borrower or Guarantor shall have any further obligations or liabilities to make any capital contributions or other additional investments or other payments to or in or for the benefit of any of such Subsidiaries;
(d) loans and advances by any Borrower or Guarantor to employees of such Borrower or Guarantor not to exceed the principal amount of $250,000 100,000 in the aggregate at any time outstanding for: (i) reasonably and necessary work-related travel or other ordinary business expenses to be incurred by such employee in connection with their work for such Borrower or Guarantor and (ii) reasonable and necessary relocation expenses of such employees (including home mortgage financing for relocated employees);
(e) stock or obligations issued to any Borrower or Guarantor by any Person (or the representative of such Person) in respect of Indebtedness of such Person owing to such Borrower or Guarantor in connection with the insolvency, bankruptcy, receivership or reorganization of such Person or a composition or readjustment of the debts of such Person; provided, that, the original of any such stock or instrument evidencing such obligations shall be promptly delivered to LenderAgent, upon LenderAgent’s request, together with such stock power, assignment or endorsement by such Borrower or Guarantor as Lender Agent may request;
(f) obligations of account debtors to any Borrower or Guarantor arising from Accounts which are past due evidenced by a promissory note made by such account debtor payable to Borrowersuch Borrower or Guarantor; provided, that, promptly upon the receipt of the original of any such promissory note by Borrowersuch Borrower or Guarantor, such promissory note shall be endorsed to the order of Lender Agent by such Borrower or Guarantor and promptly delivered to Lender Agent as so endorsed;
(g) loans by a Borrower or Guarantor to another Borrower or Guarantor after the date hereof, provided, that,
(i) as to all of such loans, (A) within thirty (30) days after the end of each fiscal month, Borrowers shall provide to Agent a report in form and substance satisfactory to Agent of the outstanding amount of such loans as of the last day of the immediately preceding month and indicating any loans made and payments received during the immediately preceding month, (B) the Indebtedness arising pursuant to any such loan shall not be evidenced by a promissory note or other instrument, unless the single original of such note or other instrument is promptly delivered to Agent upon its request to hold as part of the Collateral, with such endorsement and/or assignment by the payee of such note or other instrument as Agent may require, (C) as of the date of any such loan and after giving effect thereto, the Borrower or Guarantor making such loan shall be Solvent, and (D) as of the date of any such loan and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing,
(ii) as to loans by a Guarantor to a Borrower, (A) the Indebtedness arising pursuant to such loan shall be subject to, and subordinate in right of payment to, the right of the Secured Parties to receive the prior final payment and satisfaction in full of all of the Obligations pursuant to the terms of the Intercompany Subordination Agreement, and (B) such Borrower shall not, directly or indirectly make, or be required to make, any payments in respect of such Indebtedness prior to the end of the then current term of this Agreement;
(iii) as to loans by a Borrower to a Guarantor, as of the date of any such loan and after giving effect thereto, (A) no Event of Default shall exist or have occurred and be continuing, and (B) the aggregate outstanding amount of all loans by Borrowers to Guarantors from and after the date hereof shall not exceed $1,000,000 at any time; and
(h) the loans and advances set forth on Schedule 9.10(g) hereto9.10 to the Information Certificate; provided, that, as to such loans and advances, (i) Borrower Borrowers and Guarantors shall not, directly or indirectly, amend, modify, alter or change the terms of such loans and advances or any agreement, document or instrument related thereto and (ii) Borrower Borrowers and Guarantors shall furnish to Lender Agent all notices or demands in connection with such loans and advances either received by any Borrower or Guarantor or on its behalf, promptly after the receipt thereof, or sent by any Borrower or Guarantor or on its behalf, concurrently with the sending thereof, as the case may be;
(i) Permitted Acquisitions;
(j) an unsecured loan made by Handy to WHX prior to the date hereof in the amount of $13,100,000, the proceeds of which were used by WHX solely to make a contribution to the WHX Plan, and other unsecured loans made by any Borrower to WHX on or after the date hereof, the proceeds of which other loans shall be used by WHX solely to make contributions to the WHX Plan, provided, that, (i) the amount of any such other loan shall not exceed the amount required to be contributed to the WHX Plan as of the date such other loan is made, (ii) within thirty (30) days after the end of each fiscal month, Handy shall provide to Agent a report in form and substance satisfactory to Agent of the outstanding amount of all of such loans as of the last day of the immediately preceding month and indicating any payments received during the immediately preceding month, (iii) the Indebtedness arising pursuant to any such loan shall not be evidenced by a promissory note or other instrument unless the single original of such note or other instrument shall be promptly delivered to Agent to hold as part of the Collateral, with such endorsements and/or assignments by WHX as Agent may require, (iv) as of the date any such other loan is made and after giving effect thereto, the Borrower making such loan shall be Solvent, (v) as of the date of any such other loan made and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, (vi) the average Excess Availability for the thirty (30) consecutive days immediately preceding the date any such other loan is made shall not have been less than $20,000,000, and (vii) on the date of any such other loan is made and after giving effect thereto, Excess Availability shall not be less than $15,000,000;
(k) unsecured loans by any Borrower to WHX after the date hereof for purposes other than those described in Section 9.10(j) hereof, provided, that, (i) such Borrower shall not make any such loans to WHX in an amount in excess of the principal amount of $3,500,000 in any fiscal year, (ii) the aggregate outstanding principal amount of such loans shall not exceed $3,500,000 at any time, (iii) within thirty (30) days after the end of each fiscal month, Administrative Borrower shall provide to Agent a report in form and substance satisfactory to Agent of the outstanding amount of such loans as of the last day of the immediately preceding month and indicating any payments received during the immediately preceding month, (iv) the Indebtedness arising pursuant to such loans shall not be evidenced by a promissory note or other instrument unless the single original of such note or other instrument shall be promptly delivered to Agent to hold as part of the Collateral, with such endorsement and/or assignment by such Borrower as Agent may require, (v) as of the date of such loans and after giving effect thereto, such Borrower shall be Solvent, (vi) as of the date of such loans and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, (vii) the average Excess Availability for the thirty (30) consecutive days immediately preceding the date of such loans shall not have been less than $18,500,000, (viii) on the date of such loans and after giving effect thereto, Excess Availability shall not be less than $15,000,000, and (viii) such loans shall be repaid in full on or before the Termination Date;
(l) the equity investments of Borrowers and Guarantors in Xxxxx China existing on the date hereof in the amount not to exceed the sum of $915,000, provided, that, no Borrower or Guarantor shall have any further obligations or liabilities to make any capital contributions or other additional investments or other payments to or in or for the benefit of Xxxxx China;
(m) the equity investments of Borrowers and Guarantors in Subsidiaries located in China in an amount necessary to repay the Indebtedness of such Subsidiaries (which shall in no event exceed $7,000,000); provided, that, (i) such equity investments are made from the proceeds of the Revolving Loans, (ii) the amount of the Indebtedness repaid from the proceeds of such equity investments is re-borrowed by such Subsidiaries located in China within seven (7) days after such equity investments are made, (iii) upon the incurrence of such new Indebtedness, the proceeds of such Indebtedness shall be used to repay such equity investments, and such proceeds shall be applied to repay the Revolving Loans borrowed to make such equity investments, (iv) on the date any such investment is made and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, and (v) on the date any such investment is made and after giving effect thereto, Excess Availability shall not be less than $15,000,000;
(n) any Borrower or Guarantor may make an investment in any other Borrower or any Guarantor; provided, that, with respect to any investment in any Borrower or Guarantor organized under the laws of Mexico: (i) the aggregate amount of all such investments shall not exceed $1,000,000 during any fiscal year, (ii) the aggregate amount of all such investments outstanding at any time shall not exceed $2,000,000, (iii) on the date any such investment is made and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, and (iv) on the date any such investment is made and after giving effect thereto, Excess Availability shall not be less than $15,000,000;
(o) investments in one or more Subsidiaries of Parent organized outside of the United States, Mexico and Canada that is not a Borrower or Guarantor in the aggregate amount of $1,000,000; provided, that, (i) on the date any such investment is made and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, and (ii) on the date any such investment is made and after giving effect thereto, Excess Availability shall not be less than $15,000,000; and
(p) the repayment by any Borrower or Guarantor of intercompany loans made to such Borrower or Guarantor by Protechno France; provided, that, (i) the aggregate amount of such repayments shall not exceed $600,000, (ii) on the date any such repayment is made and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, and (iii) on the date any such repayment is made and after giving effect thereto, Excess Availability shall not be less than $15,000,000.
Appears in 1 contract
Loans, Investments, Etc. Without prior written approval from Lender, Each Borrower shall not, and shall not permit any Subsidiary to, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the Capital Stock or Indebtedness or all or a substantial part of the assets or property of any person, or form or acquire any Subsidiaries, or agree to do any of the foregoing, except:
(a) the endorsement of instruments for collection or deposit in the ordinary course of business;
(b) investments in cash or Cash Equivalents, provided, that, (i) no Loans are then outstanding and (ii) the terms and conditions of Section 5.2 hereof shall have been satisfied with respect to the deposit account, investment account or other account in which such cash or Cash Equivalents are held;
(c) the existing equity investments of each Borrower as of the date hereof in its SubsidiariesSubsidiaries and any such equity investments made after the date hereof by Stein Mart in Buying Corp., provided, that, no Borrower shall have any further axx xxrther obligations or liabilities to make any capital contributions or other additional investments or other payments to or in or for the benefit of any of such SubsidiariesSubsidiaries (other than any such obligations or liabilities on the part of Stein Mart running in favor of Buying Corp.);
(d) loans and loxxx xnd advances by any Borrower to employees of such Borrower not to exceed the principal amount of $250,000 50,000 in the aggregate at any time outstanding for: (i) reasonably and necessary work-related travel or other ordinary business expenses to be incurred by such employee in connection with their work for such Borrower and (ii) reasonable and necessary relocation expenses of such employees (including home mortgage financing for relocated employees);
(e) stock or obligations issued to any Borrower by any Person (or the representative of such Person) in respect of Indebtedness of such Person owing to such Borrower in connection with the insolvency, bankruptcy, receivership or reorganization of such Person or a composition or readjustment of the debts of such Person; provided, that, the original of any such stock or instrument evidencing such obligations shall be promptly delivered to LenderAgent, upon Lender’s Agent's request, together with such stock power, assignment or endorsement by such Borrower as Lender Agent may request;
(f) obligations of account debtors to any Borrower arising from Accounts which are past due evidenced by a promissory note made by such account debtor payable to such Borrower; provided, that, promptly upon the receipt of the original of any such promissory note by Borrower, such promissory note shall be endorsed to the order of Lender by Borrower and promptly delivered to Lender as so endorsed;
(g) the loans and advances set forth on Schedule 9.10(g) hereto; provided, that, as to such loans and advances, (i) Borrower shall not, directly or indirectly, amend, modify, alter or change the terms of such loans and advances or any agreement, document or instrument related thereto and (ii) Borrower shall furnish to Lender all notices or demands in connection with such loans and advances either received by Borrower or on its behalf, promptly after the receipt thereof, or sent by Borrower or on its behalf, concurrently with the sending thereof, as the case may be.
Appears in 1 contract
Loans, Investments, Etc. Without prior written approval from Lender, Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the Capital Stock or Indebtedness or all or a substantial part of the assets or property of any person, or form or acquire any Subsidiaries, or agree to do any of the foregoing, except:
(a) the endorsement of instruments for collection or deposit in the ordinary course of business;
(b) investments in cash or Cash Equivalents, provided, that, (i) on and after a Cash Dominion Event, no such investments shall be permitted unless no Loans are then outstanding and (ii) the terms and conditions of Section 5.2 hereof shall have been satisfied with respect to the deposit account, investment account or other account in which such cash or Cash Equivalents are held;
(c) the existing equity investments of each Borrower and Guarantor as of the date hereof Effective Date in its Subsidiaries, provided, that, no Borrower or Guarantor shall have any further obligations or liabilities to make any capital contributions or other additional investments or other payments to or in or for the benefit of any of such Subsidiaries, except for Subsidiaries that become a party to this Agreement as described in Section 9.24 hereof;
(d) loans and advances by any Borrower or Guarantor to employees of such Borrower or Guarantor not to exceed the principal amount of $250,000 5,000,000 in the aggregate at any time outstanding for: (i) reasonably and necessary work-related travel or other ordinary business expenses to be incurred by such employee in connection with their work for such Borrower or Guarantor and (ii) reasonable and necessary relocation expenses of such employees (including home mortgage financing for relocated employees);
(e) stock or obligations issued to Borrower by any Person (or the representative of such Person) in respect of Indebtedness of such Person owing to Borrower in connection with the insolvency, bankruptcy, receivership or reorganization of such Person or a composition or readjustment of the debts of such Person; provided, that, the original of any such stock or instrument evidencing such obligations shall be promptly delivered to Lender, upon Lender’s request, together with such stock power, assignment or endorsement by Borrower as Lender may request;
(f) obligations of account debtors to Borrower arising from Accounts which are past due evidenced by a promissory note made by such account debtor payable to Borrower; provided, that, promptly upon the receipt of the original of any such promissory note by Borrower, such promissory note shall be endorsed to the order of Lender by Borrower and promptly delivered to Lender as so endorsed;
(g) the loans and advances set forth on Schedule 9.10(g) hereto; provided, that, as to such loans and advances, (i) Borrower shall not, directly or indirectly, amend, modify, alter or change the terms of such loans and advances or any agreement, document or instrument related thereto and (ii) Borrower shall furnish to Lender all notices or demands in connection with such loans and advances either received by Borrower or on its behalf, promptly after the receipt thereof, or sent by Borrower or on its behalf, concurrently with the sending thereof, as the case may be.
Appears in 1 contract
Loans, Investments, Etc. Without prior written approval from Lender, Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the Capital Stock or Indebtedness or all or a substantial part of the assets or property of any person, or form or acquire any Subsidiaries, or agree to do any of the foregoing, except:
(a) the endorsement of instruments for collection or deposit in the ordinary course of business;
(b) investments in cash cash, Cash Equivalents or Canadian Cash Equivalents, provided, that, (i) no Loans are then outstanding and (ii) the terms and conditions of Section 5.2 hereof shall have been satisfied with respect to the deposit account, investment account or other account in which such cash cash, Cash Equivalents or Canadian Cash Equivalents are held;
(c) the existing equity investments and loans of each Borrower and Guarantor as of the date hereof in and to its Subsidiaries, provided, that, no Borrower or Guarantor shall have any further obligations or liabilities to make any capital contributions or other additional investments or other payments to or in or for the benefit of any of such Subsidiaries;
(d) loans and advances by any Borrower or Guarantor to employees of such Borrower or Guarantor not to exceed the principal amount of $250,000 100,000 in the aggregate at any time outstanding for: (i) reasonably and necessary work-related travel or other ordinary business expenses to be incurred by such employee in connection with their work for such Borrower or Guarantor and (ii) reasonable and necessary relocation expenses of such employees (including home mortgage financing for relocated employees);
(e) stock or obligations issued to any Borrower or Guarantor by any Person (or the representative of such Person) in respect of Indebtedness of such Person owing to such Borrower or Guarantor in connection with the insolvency, bankruptcy, receivership or reorganization of such Person or a composition or readjustment of the debts of such Person; provided, that, the original of any such stock or instrument evidencing such obligations shall be promptly delivered to LenderAgent, upon LenderAgent’s request, together with such stock power, assignment or endorsement by such Borrower or Guarantor as Lender Agent may request;
(f) obligations of account debtors to any Borrower or Guarantor arising from Accounts which are past due evidenced by a promissory note made by such account debtor payable to Borrowersuch Borrower or Guarantor; provided, that, promptly upon the receipt of the original of any such promissory note by Borrowersuch Borrower or Guarantor, such promissory note shall be endorsed to the order of Lender Agent by such Borrower or Guarantor and promptly delivered to Lender Agent as so endorsed;
(g) loans by a Borrower or Guarantor to another Borrower or Guarantor after the date hereof, provided, that,
(i) as to all of such loans, (A) within thirty (30) days after the end of each fiscal month, Borrowers shall provide to Agent a report in form and substance satisfactory to Agent of the outstanding amount of such loans as of the last day of the immediately preceding month and indicating any loans made and payments received during the immediately preceding month, (B) the Indebtedness arising pursuant to any such loan shall not be evidenced by a promissory note or other instrument, unless the single original of such note or other instrument is promptly delivered to Agent upon its request to hold as part of the Collateral, with such endorsement and/or assignment by the payee of such note or other instrument as Agent may require, (C) as of the date of any such loan and after giving effect thereto, the Borrower or Guarantor making such loan shall be Solvent, and (D) as of the date of any such loan and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing,
(ii) as to loans by a Guarantor to a Borrower, (A) the Indebtedness arising pursuant to such loan shall be subject to, and subordinate in right of payment to, the right of the Secured Parties to receive the prior final payment and satisfaction in full of all of the Obligations pursuant to the terms of the Intercompany Subordination Agreement, and (B) such Borrower shall not, directly or indirectly make, or be required to make, any payments in respect of such Indebtedness prior to the end of the then current term of this Agreement;
(iii) as to loans by a Borrower to a Guarantor, as of the date of any such loan and after giving effect thereto, (A) no Event of Default shall exist or have occurred and be continuing, and (B) the aggregate outstanding amount of all loans by Borrowers to Guarantors from and after the date hereof shall not exceed $1,000,000 at any time; and
(h) the loans and advances set forth on Schedule 9.10(g) hereto9.10 to the Information Certificate; provided, that, as to such loans and advances, (i) Borrower Borrowers and Guarantors shall not, directly or indirectly, amend, modify, alter or change the terms of such loans and advances or any agreement, document or instrument related thereto and (ii) Borrower Borrowers and Guarantors shall furnish to Lender Agent all notices or demands in connection with such loans and advances either received by any Borrower or Guarantor or on its behalf, promptly after the receipt thereof, or sent by any Borrower or Guarantor or on its behalf, concurrently with the sending thereof, as the case may be;
(i) Permitted Acquisitions;
(j) an unsecured loan made by Handy to WHX prior to the date hereof in the amount of $13,100,000, the proceeds of which were used by WHX solely to make a contribution to the WHX Plan, and other unsecured loans made by any Borrower to WHX on or after the date hereof, the proceeds of which other loans shall be used by WHX solely to make contributions to the WHX Plan, provided, that, (i) the amount of any such other loan shall not exceed the amount required to be contributed to the WHX Plan as of the date such other loan is made, (ii) within thirty (30) days after the end of each fiscal month, Handy shall provide to Agent a report in form and substance satisfactory to Agent of the outstanding amount of all of such loans as of the last day of the immediately preceding month and indicating any payments received during the immediately preceding month, (iii) the Indebtedness arising pursuant to any such loan shall not be evidenced by a promissory note or other instrument unless the single original of such note or other instrument shall be promptly delivered to Agent to hold as part of the Collateral, with such endorsements and/or assignments by WHX as Agent may require, (iv) as of the date any such other loan is made and after giving effect thereto, the Borrower making such loan shall be Solvent, (v) as of the date of any such other loan made and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, (vi) the average Excess Availability for the thirty (30) consecutive days immediately preceding the date any such other loan is made shall not have been less than $20,000,000, and (vii) on the date of any such other loan is made and after giving effect thereto, Excess Availability shall not be less than $15,000,000;
(k) unsecured loans by any Borrower to WHX after the date hereof for purposes other than those described in Section 9.10(j) hereof, provided, that, (i) such Borrower shall not make any such loans to WHX in an amount in excess of the principal amount of $3,500,000 in any fiscal year, (ii) the aggregate outstanding principal amount of such loans shall not exceed $3,500,000 at any time, (iii) within thirty (30) days after the end of each fiscal month, Administrative Borrower shall provide to Agent a report in form and substance satisfactory to Agent of the outstanding amount of such loans as of the last day of the immediately preceding month and indicating any payments received during the immediately preceding month, (iv) the Indebtedness arising pursuant to such loans shall not be evidenced by a promissory note or other instrument unless the single original of such note or other instrument shall be promptly delivered to Agent to hold as part of the Collateral, with such endorsement and/or assignment by such Borrower as Agent may require, (v) as of the date of such loans and after giving effect thereto, such Borrower shall be Solvent, (vi) as of the date of such loans and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, (vii) the average Excess Availability for the thirty (30) consecutive days immediately preceding the date of such loans shall not have been less than $18,500,000, (viii) on the date of such loans and after giving effect thereto, Excess Availability shall not be less than $15,000,000, and (viii) such loans shall be repaid in full on or before the Termination Date;
(l) the equity investments of Borrowers and Guarantors in Lxxxx China existing on the date hereof in the amount not to exceed the sum of $915,000, provided, that, no Borrower or Guarantor shall have any further obligations or liabilities to make any capital contributions or other additional investments or other payments to or in or for the benefit of Lxxxx China;
(m) the equity investments of Borrowers and Guarantors in Subsidiaries located in China in an amount necessary to repay the Indebtedness of such Subsidiaries (which in no event shall exceed $7,000,000); provided, that, (i) such equity investment is made from the proceeds of one or more First Lien Revolving Loans, (ii) the Indebtedness repaid from the proceeds of such equity investments is re-borrowed by such Subsidiaries located in China within 7 days after such equity investment, (iii) upon incurrence of such new Indebtedness, the proceeds of such Indebtedness shall be used to repay such equity investments, and such proceeds shall be applied to repay the First Lien Revolving Loans borrowed to make such equity investments, (iv) on the date any such investment is made and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, and (v) on the date any such investment is made and after giving effect thereto, Excess Availability shall not be less than $15,000,000;
(n) any Borrower or Guarantor may make an investment in any other Borrower or any Guarantor; provided, that, with respect to any investment in any Borrower or Guarantor organized under the laws of Mexico: (i) the aggregate amount of all such investments shall not exceed $1,000,000 during any fiscal year, (ii) the aggregate amount of all such investments outstanding at any time shall not exceed $2,000,000, (iii) on the date any such investment is made and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, and (iv) on the date any such investment is made and after giving effect thereto, Excess Availability shall not be less than $15,000,000;
(o) investments in one or more Subsidiaries of Parent organized outside of the United States, Mexico and Canada that is not a Borrower or Guarantor in the aggregate amount of $1,000,000; provided, that, (i) on the date any such investment is made and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, and (ii) on the date any such investment is made and after giving effect thereto, Excess Availability shall not be less than $15,000,000; and
(p) the repayment by any Borrower or Guarantor of intercompany loans made to such Borrower or Guarantor by Protechno France; provided, that, (i) the aggregate amount of such repayments shall not exceed $600,000, (ii) on the date any such repayment is made and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, and (iii) on the date any such repayment is made and after giving effect thereto, Excess Availability shall not be less than $15,000,000.
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