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

Loans, Investments, Guarantees, Etc. Borrower shall not, directly or indirectly, make any loans or advance money or property to any Person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any Person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) the endorsement of instruments for collection or deposit in the ordinary course of business; (b) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of the Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments, (c) loans to employees of Borrower not to exceed $100,000 in the aggregate outstanding at any time and (d) the loans, advances and guarantees set forth on Schedule 9.10 and all renewals, extensions and refinances thereof (subject to the same conditions imposed on “refinancings” under Section 9.9) hereto; provided, that, as to such loans, advances and guarantees, (i) Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) Borrower shall furnish to Lender all material notices or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees 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.

Loans, Investments, Guarantees, Etc. Each Borrower shall not, directly or indirectly, make any loans or advance money (other than sales on credit in the ordinary course of its business) or property to any Personperson, or invest in (by capital contribution, dividend (except as expressly permitted under Section 9.11) or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any Personperson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: : (a) intercompany loans and advances among the Borrowers and Guarantors and the endorsement of instruments for collection or deposit in the ordinary course of business; ; (b) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of the Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1in Cash Equivalents; provided, that, as to any of the foregoing, unless waived in writing by Lender, so long as any Obligations are outstanding such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments, ; (c) loans to employees of Borrower not to exceed $100,000 in the aggregate outstanding at any time and (d) the existing loans, advances and guarantees by such Borrower outstanding as of the date hereof as set forth on Schedule 9.10 and all renewals, extensions and refinances thereof (subject to the same conditions imposed on “refinancings” hereto or as permitted under Section 9.9) hereto; provided, that, as to such loans, advances and guaranteesguarantees and except as permitted under Section 9.9, (i) such Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related theretothereto in any manner which purports to grant any lien, collateral or other security therefor, or (B) as to such guarantees, except as otherwise permitted herein with respect to the underlying indebtedness, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, guarantee or set aside or otherwise deposit or invest any sums for such purpose, purpose and (ii) such Borrower shall furnish to Lender all material notices notices, demands or demands other materials in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; (d) loans or advances of money (other than salary) to officers, directors, employees, independent contractors, or stockholders of Borrowers, not to exceed $500,000 in the aggregate outstanding at any one time, consisting of (i) loans and expense advances in the ordinary course of business consistent with past practices and (ii) loans to Borrowers' employees, officers and directors in connection with the purchase by such employees, officers and directors of common stock of Parent so long as the cash proceeds of such purchase received by Parent are contemporaneously remitted by Parent to G+G as a capital contribution and that such obligations of employees, officers and/or directors are evidenced by promissory notes, provided, however, that loans and advances of money by G+G to Parent, the proceeds of which are used concurrently upon its receipt thereof by Parent to fund (x) costs and expenses incurred or payable by it in connection with an initial public offering of Parent's stock or (y) the transactions permitted under Section 9.10 (e) (i), in each case, shall not be considered in the calculation of the $500,000 limitation contained in this Section 9.10 (d); 45 (e) G+G shall be permitted to (i) make loans and advances to Parent, the proceeds of which are used concurrently upon its receipt thereof by Parent to fund the cost of redeeming or repurchasing Capital Stock of Parent (including without limitation the Senior Note Warrants) and (ii) purchase or otherwise acquire Capital Stock of Parent (including without limitation the Senior Note Warrants), provided that, in each case, (A) no Event of Default has occurred and is continuing on the date (the "transaction date") on which G+G proposes to make such loan, advance, purchase or acquisition (each a "transaction"), (B) Lender shall have received, at least ten (10) days prior to the transaction date, written notice from Borrowers of such proposed transaction, (C) Borrowers' Excess Availability on the transaction date, after giving effect to the proposed transaction, is at least $5,000,000 and (D) Borrowers' Net Worth on the transaction date, after giving effect to the proposed transaction, is in compliance with Section 9.14, provided further that, solely for the purpose of determining Borrowers' compliance with this clause (D), the calculation of Net Worth shall exclude any amounts due to G+G from Parent as a result of loans and advances made by G+G to Parent pursuant to clause (i) of this Section 9.10(e); (f) Borrowers shall be permitted to form or purchase subsidiaries consistent with the terms of Section 9.7 and, subject to the limitation contained in Section 9.2(d), Borrowers may contribute assets or properties to subsidiaries engaged in a like business as G+G, so long as both before and after giving effect to any such formation, purchase or contribution, no Event of Default shall have occurred and be continuing; (g) investments in account debtors received in connection with the bankruptcy or reorganization, or in settlement of delinquent obligations, of customers in the ordinary course of business and in accordance with applicable collection and credit policies established by such Borrower; (h) promissory notes and other similar non-cash consideration received as proceeds of asset dispositions permitted by Section 9.7; and (i) guarantees by any Borrower, given in the ordinary course of its business, the indebtedness or obligations of any other Borrower or Guarantor.

Loans, Investments, Guarantees, Etc. Borrower shall not, directly or indirectly, make any loans or advance money or property to any Personperson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any Personperson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: : (a) the endorsement of instruments for collection or deposit in the ordinary course of business; (b) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of the Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments, investments and (c) loans to employees of Borrower not to exceed $100,000 in the aggregate outstanding at any time and (d) the loans, advances and guarantees set forth on Schedule 9.10 and all renewals, extensions and refinances thereof (subject to the same conditions imposed on “refinancings” under Section 9.9) hereto; provided, that, as to such loans, advances and guarantees, (i) Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) Borrower shall furnish to Lender all material notices or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees 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.

Loans, Investments, Guarantees, Etc. Borrower Borrowers shall not, directly or indirectly, make any loans or advance money or property to any Personperson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any Personperson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: : (a) the endorsement of instruments for collection or deposit in the ordinary course of business; (b) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of the Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1in Eligible Investments; provided, that, as to any of the foregoing, unless waived in writing by Lender, Borrower Borrowers shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments, ; (c) loans investments in (i) 210 shares of Intermagnetics General Corporation and (ii) in subsidiaries and affiliates made prior to employees of Borrower the date hereof, and as to Ultralife (UK) only, so long as Borrower's Cash Position remains at $3,000,000, an additional $200,000 per month and as to all other subsidiaries and affiliates in aggregate amount not to exceed $100,000 in the aggregate outstanding at any time $50,000; and (d) the loans, advances and guarantees set forth on Schedule 9.10 and all renewals, extensions and refinances thereof (subject to the same conditions imposed on “refinancings” under Section 9.9) hereto; provided, that, as to such loans, advances and guarantees, (i) Borrower Borrowers shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) Borrower Borrowers shall furnish to Lender all material notices or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by Borrower Borrowers or on its their behalf, promptly after the receipt thereof, or sent by a Borrower or on its their behalf, concurrently with the sending thereof, as the case may be; and (e) loans and advances to and investments in subsidiaries and joint ventures so long as Borrowers notify Lender thereof at least ten (10) days prior to the consummation thereof and (i) the investment is on a "cash neutral" basis to the Borrowers, as defined below, or (ii) if the transaction is not cash neutral to the Borrowers and no Revolving Loans are outstanding the aggregate amount of loans, advances and investments outstanding does not exceed $2,000,000 more than the amount thereof outstanding on the date hereof, provided that after giving effect to any such transaction, the Cash Position of the Borrowers shall equal or exceed $3,000,000 and, provided, further, that from the time that Revolving Loans are outstanding hereunder, the foregoing $2,000,000 limit on the amount that can be invested, advanced or loaned hereunder shall be reduced to $200,000 per year. For purposes hereof, a transaction will be deemed to be cash neutral to Borrowers, if, after giving effect to the transaction including the receipt by Borrowers of the net proceeds of the issuance by Borrowers of equity securities (including convertible securities) or subordinated debt securities arranged in connection with the transaction, the Cash Position of the Borrowers will not decrease and will be equal to $3,000,000 or more.

Loans, Investments, Guarantees, Etc. Borrower shall not, directly or indirectly, make any loans or advance money or property to any Person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any Person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: : (a) the endorsement of instruments for collection or deposit in the ordinary course of business; (b) investments in: (i) short-short- term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of the Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments, (c) loans to employees of Borrower not to exceed $100,000 in the aggregate outstanding at any time and (d) the loans, advances and guarantees set forth on Schedule 9.10 and all renewals, extensions and refinances thereof (subject to the same conditions imposed on “"refinancings” " under Section 9.9) hereto; provided, that, as to such loans, advances and guarantees, (i) Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) Borrower shall furnish to Lender all material notices or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees 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.

Loans, Investments, Guarantees, Etc. Borrower shall not, directly Directly or indirectly, without the prior written consent of Required Lenders which is not to be unreasonably withheld, make any loans or advance money or property to any Personperson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock shares or indebtedness or all or a substantial part of the assets or property of any Personperson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: except for: (a) the endorsement of instruments for collection or deposit in the ordinary course of business; ; (b) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of the Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1in Cash Equivalents; provided, that, as to any of the foregoing, unless waived in writing by LenderAgent, Borrower such Credit Party shall take such actions as are deemed necessary by Lender Agent to perfect the security interest first priority Liens of Lender Agent in such investments, Cash Equivalents; (c) loans financial guarantees and letters of credit to employees of Borrower support Borrower’s operations in China and other financial guarantees in an aggregate amount not to exceed $100,000 25,000,000 (less all amounts incurred pursuant to Section 8.3(i)) and payments made in connection therewith; (d) the guarantees by Borrower of the real property lease obligations of the obligors and in the amounts set forth on Schedule 8.4A hereto (and any renewals or replacements thereof not to exceed in the aggregate outstanding at any time the amounts set forth on Schedule 8.4A hereto) and (d) the loans, advances and guarantees set forth on Schedule 9.10 and all renewals, extensions and refinances thereof (subject to the same conditions imposed on “refinancings” under Section 9.9) 8.4B hereto; provided, that, as to such loans, advances and guaranteesguarantees set forth on Schedule 8.4B hereto, (i) Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) Borrower shall furnish to Lender Agent all material notices or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees 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. Borrower shall pay, or shall cause the obligors listed in Schedule 8.4A hereto to pay, all amounts due and owing under the leases that Borrower has guaranteed as set out in Schedule 8.4A hereto; (e) investments in joint ventures, acting as a prudent investor, with strategic partners for the purpose of advancing Borrower’s business including the Hong Kong JV Investment; provided that such investments in such joint ventures, whether direct or indirect, shall not, at any time and in the aggregate exceed $100,000,000 (less the amount of the outstanding loans, investments, purchases and guarantees under clause (i) below, the Hong Kong XX Xxxx Contribution and in Sections 8.4(o) and (q) but not including the Hong Kong JV In-Kind Contribution); (f) loans or advances of money to affiliates in the ordinary course of Borrower’s business with the proceeds of issuance of Capital Stock of Borrower, provided such proceeds are used in the ordinary course of business and shall not, for further clarity, be subject to any other restrictions on use contained herein; (g) payments to employees in connection with the repurchase of phantom stock (including stock appreciation rights) in the ordinary course of business; provided that such payments with respect to the repurchase of phantom stock (including stock appreciation rights) not in existence on the Closing Date shall not exceed, together with amounts paid under Section 8.5(c), $1,000,000 per annum; (h) payments to counterparties under or in connection with Hedge Agreements; (i) loans, investments, purchases of shares (other than its own shares), indebtedness, assets or properties of an arm’s length third party and guarantees; provided that: (i) such loans, investments, purchases and guarantees shall not exceed an aggregate amount of $100,000,000 (less the amount of the outstanding investments under clause (e) above and in Sections 8.4(o) and (q)); (ii) such loans, investments and purchases (and the assets resulting therefrom) shall be subject to the first priority Liens of Agent (subject to Permitted Liens); (iii) such loans shall only be made to Credit Parties whose assets and properties are subject to the first priority Liens of Agent (subject to Permitted Liens) or by Credit Parties to IMAX China Multimedia or IMAX China Theatre; (iv) such guarantees shall not be secured by any Liens on the assets or properties of any Credit Party; (v) both before and after giving effect thereto, each Credit Party is in compliance with all terms of the Financing Agreements including the financial covenants set forth in Article 9 hereof and no Default or Event of Default exists and is continuing or would occur as a result thereof; (j) loans or advances of money from a Credit Party to another Credit Party whose assets and properties are subject to the first priority Liens of Agent (subject to Permitted Liens); (k) investments in a Credit Party by another Credit Party provided such investments are subject to the first priority Liens of Agent (subject to Permitted Liens); (l) capital contributions and intercompany loans pursuant to Section 8.3(k)(ii); (m) the Playa Vista Property Contribution and the Playa Vista Guarantee (which, in each case, shall not count against the $100,000,000 basket amount in Section 8.4(i) and Borrower shall not be required to cause any proceeds of the Playa Vista Credit Facility to repay the Playa Vista Property Contribution); (n) the IMAX Film Fund Limited Recourse Pledge and Guarantee (which shall not count against the $100,000,000 basket amount in Section 8.4(i)); (o) the IMAX Film Fund Investment (which shall count against the $100,000,000 basket amount in Section 8.4(i)); (p) the IMAX Film Fund Put (which shall not count against the $100,000,000 basket amount in Section 8.4(i)); provided that: (i) the fair market value to be paid by Borrower for pictures under the IMAX Film Fund Put shall be the fair market value thereof determined in accordance with the terms agreed between Borrower and IMAX Film Fund on or about March 14, 2014 including that any appraiser determining fair market value in connection therewith shall be an investment bank or other entity experienced in determining the value of film assets; and (ii) no payment may be made thereunder by Borrower if a Default or Event of Default has occurred and is continuing or would occur as a result of any such payment as demonstrated in writing (including, without limitation, with calculations of pro forma compliance with the financial covenants in Article 9 of the Credit Agreement) by Borrower to Agent prior to any such payment being made and confirmed in writing by Agent to Borrower prior to any such payment; (q) the Hong Kong JV Guarantee (which, prior to the Hong Kong XX Xxxx Contribution, shall count against the $100,000,000 basket amount in Section 8.4(i)); (r) the unsecured guarantees by a Credit Party or a Subsidiary of Borrower of any of the indebtedness incurred pursuant to Section 8.3(m) (which shall not count against the $100,000,000 basket amount in Section 8.4(i)) provided that, both before and after issuing such guarantee, no Default or Event of Default has occurred and is continuing or would occur as a result of any such issuance as demonstrated in writing (including, without limitation, with calculations of pro forma compliance with the financial covenants in Article 9 hereof) by Borrower to Agent prior to any such issuance being made and confirmed in writing by Agent to Borrower prior to any such issuance; and (s) the $4,000,000 preferred share investment by IMAX HK in IMAX China HK (which shall not count against the $100,000,000 basket amount in Section 8.4(i)). Any Future Permitted Transaction by Borrower and any investment, license, purchase or other transaction reasonably related thereto and in furtherance thereof shall be permitted hereunder and the amount of any such investment, license, purchase or other transaction shall not be included in (or count against) any of the foregoing basket amounts described in this Section 8.4.

Loans, Investments, Guarantees, Etc. Borrower shall not, directly or indirectly, make any loans or advance money or property to any Personperson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any Personperson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: : (a) the endorsement of instruments for collection or deposit in the ordinary course of business; (b) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lenderthe Majority of Lenders, payable to the order of the Borrower or to bearer and delivered to LenderLenders, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lendera Majority of Lenders, Borrower shall take such actions as are deemed necessary by Lender a Majority of Lenders to perfect the security interest of Lender Lenders in such investments, (c) loans or advances to employees of Borrower Borrower's subsidiaries not to exceed exceeding $100,000 1,100,000 in the aggregate outstanding at any time time, and (d) the loans, advances and guarantees set forth on Schedule 9.10 and all renewals, extensions and refinances thereof (subject to the same conditions imposed on “refinancings” under Section 9.9) 4.4 hereto; provided, that, as to such loans, advances and guarantees, (i) Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) Borrower shall furnish to Lender Lenders all material notices or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees 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.

Loans, Investments, Guarantees, Etc. Borrower shall not, directly or indirectly, make any loans or advance money or property to any Personperson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any Personperson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: : (a) the endorsement of instruments for collection or deposit in the ordinary course of business; (b) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of the Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoingforegoing investments to the extent constituting Collateral, unless waived in writing by Lender, Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments, ; (c) loans by Borrower to employees of Borrower not to exceed $100,000 in the aggregate outstanding at any time Leer permitted under Section 9.11(b) below; and (d) the loans, advances and guarantees set forth on Schedule 9.10 and all renewals, extensions and refinances thereof (subject to the same conditions imposed on “refinancings” under Section 9.9) hereto; provided, that, as to such loans, advances and guarantees, (i) Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) Borrower shall furnish to Lender all material notices or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees 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.

Loans, Investments, Guarantees, Etc. Borrower Borrowers and NSC shall not, not directly or indirectly, make or permit to exist any loans or advance money or property to any Personperson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock Capital Stock or indebtedness or all or a substantial part of the assets or property of any Personperson, or form or acquire any Subsidiaries or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: : (a) the endorsement of instruments for collection or deposit in the ordinary course of business; (b) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of the Borrower in cash or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1Cash Equivalents; provided, provided that, as to any of the foregoing, unless waived in writing by Lender, Borrower Borrowers and NSC shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments, ; (c) loans to employees of Borrower not to exceed $100,000 in the aggregate outstanding at any time and (d) the loans, advances and guarantees set forth on Schedule 9.10 and all renewals, extensions and refinances thereof (subject to the same conditions imposed on “refinancings” under Section 9.9) hereto; provided, that, as to such loans, advances and guarantees, (i) Borrower and NSC shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) Borrower Borrowers and NSC shall furnish to Lender all material notices or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by a Borrower or NSC or on its behalf, promptly after the receipt thereof, or sent by a Borrower or NSC or on its behalf, concurrently with the sending thereof, as the case may be; (d) loans and advances not in excess of the amount of $500,000 outstanding in the aggregate for all such loans and advances during the term of this Agreement ; provided that, no such loan or advance shall be made to any Affiliate of a Borrower or any Person described on Schedule 9.22 hereto; (e) loans or advances by any Borrower to any of the other Borrowers, (f) loans and advances by Borrowers to NSC not in excess of the amount of $250,000 incurred in any fiscal year to be used by NSC for the payment of its ordinary and necessary expenses and (g) a contribution by NSC to the capital of Pueblo(or a reduction of the amount of the NSC Notes) to the extent of any discount derived by NSC on the purchase of the Senior Secured Notes pursuant to the Note Purchase Offer.

Loans, Investments, Guarantees, Etc. Borrower shall not, not directly or indirectly, make or permit to exist any loans or advance money or property to any Personperson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock Capital Stock or indebtedness or all or a substantial part of the assets or property of any Person, or form or acquire any Subsidiaries or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) the endorsement of instruments for collection or deposit in the ordinary course of business; (b) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of the Borrower in cash or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1Cash Equivalents; provided, provided that, as to any of the foregoing, unless waived in writing by Lender, Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments, ; (c) loans to employees of Borrower not to exceed $100,000 in the aggregate outstanding at any time and (d) the loans, advances and guarantees set forth on Schedule 9.10 and all renewals, extensions and refinances thereof (subject to the same conditions imposed on “refinancings” under Section 9.9) hereto; provided, that, as to such loans, advances and guarantees, (i) Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) Borrower shall furnish to Lender all material notices or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees 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; and (d) loans and advances not in excess of the amount of $100,000 outstanding in the aggregate for all such loans and advances during the term of this Agreement; provided that, no such loan or advance shall be made to any Affiliate of Borrower, to the holder of any Capital Stock of Borrower or to any Person described on Schedule 9.21 hereto.

Loans, Investments, Guarantees, Etc. Except in accordance with Section 9.17 hereof, Borrower shall not, and shall not permit any Subsidiary to, directly or indirectly, make any loans or advance money or property to any Personperson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any Personperson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: : (a) the endorsement of instruments for collection or deposit in the ordinary course of business; (b) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of the Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments, ; (c) loans to employees of Borrower not to exceed $100,000 in the aggregate outstanding at any time and (d) the loans, advances and guarantees set forth on Schedule 9.10 and all renewals, extensions and refinances thereof (subject to the same conditions imposed on “refinancings” under Section 9.9) hereto; provided, that, as to such loans, advances and guarantees, (i) Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) Borrower shall furnish to Lender all material notices or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees 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; (d) Borrower may make investments in or loans to its wholly-owned Subsidiary, All-American Bottling Financial Corporation, to the extent necessary to fund Senior Bond Repurchases; (e) All-American Bottling Financial Corporation may make Senior Bond Repurchases so long as no default under this Agreement or any of the other Financing Agreements shall have occurred and be continuing or occur as a result thereof; and (f) any other loans, advances of money or property, investments in or purchases of stock, indebtedness, assets or property, or guarantees or endorsements not to exceed $250,000 in the aggregate at any time.

Loans, Investments, Guarantees, Etc. Each Borrower shall not, directly or indirectly, make any loans or advance money (other than sales on credit in the ordinary course of its business) or property to any Personperson, or invest in (by capital contribution, dividend (except as expressly permitted under Section 9.11) or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any Personperson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) intercompany ------ loans and advances among the Borrowers and Guarantors or investments by any Borrower in any other Borrower or Guarantor; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (bc) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of the Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1in Cash Equivalents; provided, that, as to any of the foregoing, unless waived in writing by Lender, so long as -------- ---- any Obligations are outstanding such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments, (c) loans to employees of Borrower not to exceed $100,000 in the aggregate outstanding at any time and ; (d) the existing loans, advances and guarantees by such Borrower outstanding as of the date hereof as set forth on Schedule 9.10 and all renewals, extensions and refinances thereof (subject to the same conditions imposed on “refinancings” hereto or as permitted under Section 9.9) hereto; provided, that, as to such loans, advances and guarantees-------- ---- guarantees and except as permitted under Section 9.9, (i) such Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related theretothereto in any manner which purports to grant any lien, collateral or other security therefor, or (B) as to such guarantees, except as otherwise permitted herein with respect to the underlying indebtedness, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, guarantee or set aside or otherwise deposit or invest any sums for such purpose, purpose and (ii) such Borrower shall furnish to Lender all material notices notices, demands or demands other materials in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; (e) loans or advances of money (other than salary) to officers, directors, employees, independent contractors, or stockholders of Borrower consisting of (i) expense advances in the ordinary course of business consistent with past practices, (ii) loans, not to exceed $500,000 outstanding in the aggregate at any time and (iii) loans to Borrowers' employees, officers and directors in connection with the purchase by such employees, officers and directors of common stock of Parent so long as the cash proceeds of such purchase received by Parent are contemporaneously remitted by Parent to G+G as a capital contribution and that such obligations of employees, officers and/or directors are evidenced by promissory notes; (f) Borrowers shall be permitted to form or purchase subsidiaries and, except as expressly limited in Section 9.2, contribute assets or properties to subsidiaries engaged in a like business as G+G; provided that, in each instance -------- ---- each such subsidiary executes and delivers an amendment to this Agreement adding such subsidiary as a "Borrower" hereunder, together with related documents including UCC-1 financing statements or, alternatively, becomes a "Guarantor" and executes and delivers a guarantee of the Obligations hereunder and a security agreement and related documents including UCC-1 financing statements granting Lender a first priority security interest in and lien upon all assets of such subsidiary; (g) make investments in account debtors received in connection with the bankruptcy or reorganization, or in settlement of delinquent obligations, of customers in the ordinary course of business and in accordance with applicable collection and credit policies established by such Borrower; (h) promissory notes and other similar noncash consideration received as proceeds of asset dispositions permitted by Section 9.7; and (i) the guarantee by any Borrower of the obligations of any other Borrower or Guarantor.

Loans, Investments, Guarantees, Etc. No Borrower shall notshall, directly or indirectly, make any loans or advance money or property to any Personperson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any Personperson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: : (a) the endorsement of instruments for collection or deposit in the ordinary course of business; (b) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of the a Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, Borrower Borrowers shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments, (c) loans to employees of Borrower not to exceed $100,000 in the aggregate outstanding at any time and (d) the loans, advances and guarantees set forth on Schedule 9.10 and all renewals, extensions and refinances thereof (subject to the same conditions imposed on “refinancings” under Section 9.9) hereto; provided, that, as to such loans, advances and guarantees, (i) Borrower Borrowers shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) Borrower Borrowers shall furnish to Lender all material notices or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by Borrower Borrowers or on its their behalf, promptly after the receipt thereof, or sent by Borrower Borrowers or on its their behalf, concurrently with the sending thereof, as the case may be; (d) loans and investments among the Borrowers in the ordinary course of business provided that the indebtedness so incurred is in compliance with Section 9.9(d) hereof and each Borrower remains solvent as provided in Section 8.13; and (e) loans and advances to employees with respect to commissions and other items incurred in the ordinary course of business not to exceed $50,000 for any employee and $200,000 in the aggregate for all employees of all Borrowers.

Loans, Investments, Guarantees, Etc. Borrower shall not, directly Directly or indirectly, without the prior written consent of Required Lenders which is not to be unreasonably withheld, make any loans or advance money or property to any Personperson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock shares or indebtedness or all or a substantial part of the assets or property of any Personperson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: except for: (a) the endorsement of instruments for collection or deposit in the ordinary course of business; ; (b) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of the Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1in Cash Equivalents; provided, that, as to any of the foregoing, unless waived in writing by LenderAgent, Borrower such Credit Party shall take such actions as are deemed necessary by Lender Agent to perfect the security interest first priority Liens of Lender Agent in such investments, Cash Equivalents; (c) loans financial guarantees and letters of credit to employees of Borrower support Borrower’s operations in China and other financial guarantees in an aggregate amount not to exceed $100,000 25,000,000 (less all amounts incurred pursuant to Section 8.3(i)) and payments made in connection therewith; (d) the guarantees by Borrower of the real property lease obligations of the obligors and in the amounts set forth on Schedule 8.4A hereto (and any renewals or replacements thereof not to exceed in the aggregate outstanding at any time the amounts set forth on Schedule 8.4A hereto) and (d) the loans, advances and guarantees set forth on Schedule 9.10 and all renewals, extensions and refinances thereof (subject to the same conditions imposed on “refinancings” under Section 9.9) 8.4B hereto; provided, that, as to such loans, advances and guaranteesguarantees set forth on Schedule 8.4B hereto, (i) Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) Borrower shall furnish to Lender Agent all material notices or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees 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. Borrower shall pay, or shall cause the obligors listed in Schedule 8.4A hereto to pay, all amounts due and owing under the leases that Borrower has guaranteed as set out in Schedule 8.4A hereto; (e) investments in joint ventures, acting as a prudent investor, with strategic partners for the purpose of advancing Borrower’s business; provided that such investments in such joint ventures, whether direct or indirect, shall not, at any time and in the aggregate, exceed $25,000,000; (f) loans or advances of money to affiliates in the ordinary course of Borrower’s business with the proceeds of issuance of Capital Stock of Borrower, provided such proceeds are used in the ordinary course of business and shall not, for further clarity, be subject to any other restrictions on use contained herein; (g) payments to employees in connection with the repurchase of phantom stock (including stock appreciation rights) in the ordinary course of business; provided that such payments with respect to the repurchase of phantom stock (including stock appreciation rights) not in existence on the Closing Date shall not exceed, together with amounts paid under Section 8.5(c), $1,000,000 per annum; (h) payments to counterparties under or in connection with Hedge Agreements; (i) loans, investments, purchases of shares (other than its own shares), indebtedness, assets or properties of an arm’s length third party and guarantees; provided that: (i) such loans, investments, purchases and guarantees shall not exceed an aggregate amount of $35,000,000; (ii) such loans, investments and purchases (and the assets resulting therefrom) shall be subject to the first priority Liens of Agent (subject to Permitted Liens); (iii) such loans shall only be made to Credit Parties whose assets and properties are subject to the first priority Liens of Agent (subject to Permitted Liens) or by Credit Parties to IMAX China Multimedia or IMAX China Theatre; (iv) such guarantees shall not be secured by any Liens on the assets or properties of any Credit Party; (v) both before and after giving effect thereto, each Credit Party is in compliance with all terms of the Financing Agreements including the financial covenants set forth in Sections 9.1, 9.2 and 9.3 hereof and no Default or Event of Default exists and is continuing or would occur as a result thereof; (j) loans or advances of money from a Credit Party to another Credit Party whose assets and properties are subject to the first priority Liens of Agent (subject to Permitted Liens); (k) investments in a Credit Party by another Credit Party provided such investments are subject to the first priority Liens of Agent (subject to Permitted Liens); and (l) capital contributions and intercompany loans pursuant to Section 8.3(k)(iii). Any Future Permitted Transaction by Borrower and any investment, license, purchase or other transaction reasonably related thereto and in furtherance thereof shall be permitted hereunder and the amount of any such investment, license, purchase or other transaction shall not be included in (or count against) any of the foregoing basket amounts described in this Section 8.4.

Loans, Investments, Guarantees, Etc. Borrower Borrowers and NSC shall not, not directly or indirectly, make or permit to exist any loans or advance money or property to any Personperson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock Capital Stock or indebtedness or all or a substantial part of the assets or property of any Personperson, or form or acquire any Subsidiaries or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: : (a) the endorsement of instruments for collection or deposit in the ordinary course of business; (b) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of the Borrower in cash or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1Cash Equivalents; provided, provided that, as to any of the foregoing, unless waived in writing by Lender, Borrower Borrowers and NSC shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments, ; (c) loans to employees of Borrower not to exceed $100,000 in the aggregate outstanding at any time and (d) the loans, advances and guarantees set forth on Schedule 9.10 and all renewals, extensions and refinances thereof (subject to the same conditions imposed on “refinancings” under Section 9.9) hereto; provided, that, as to such loans, advances and guarantees, (i) Borrower and NSC shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) Borrower Borrowers and NSC shall furnish to Lender all material notices or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by a Borrower or NSC or on its behalf, promptly after the receipt thereof, or sent by a Borrower or NSC or on its behalf, concurrently with the sending thereof, as the case may be; (d) loans and advances not in excess of the amount of $500,000 outstanding in the aggregate for all such loans and advances during the term of this Agreement; provided that, no such loan or advance shall be made to any Affiliate of a Borrower or any Person described on Schedule 9.22 hereto; (e) loans or advances by any Borrower to any of the other Borrowers and (f) loans and advances by Borrowers to NSC not in excess of the amount of $250,000 incurred in any fiscal year to be used by NSC for the payment of its ordinary and necessary expenses.

Loans, Investments, Guarantees, Etc. Borrower shall not, not directly or indirectly, make or permit to exist any loans or advance money or property to any Personperson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock Capital Stock or indebtedness or all or a substantial part of the assets or property of any Person, or form or acquire any Subsidiaries or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) the endorsement of instruments for collection or deposit in the ordinary course of business; (b) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of the Borrower in cash or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1Cash Equivalents; provided, provided that, as to any of the foregoing, unless waived in writing by Lender, Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments, ; (c) loans to employees of Borrower not to exceed $100,000 in the aggregate outstanding at any time and (d) the loans, advances and guarantees set forth on Schedule 9.10 and all renewals, extensions and refinances thereof (subject to the same conditions imposed on “refinancings” under Section 9.9) hereto; provided, that, as to such loans, advances and guarantees, (i) Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) Borrower shall furnish to Lender all material notices or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees 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; (d) loans and advances not in excess of the amount of $100,000 outstanding in the aggregate for all such loans and advances during the term of this Agreement; provided that, except as permitted by Section 9.10 (e) hereof, no such loan or advance shall be made to any Affiliate of Borrower, to the holder of any Capital Stock of Borrower or to any Person described on Schedule 9.21 hereto; and (e) loans or advances described in Section 9.9(g) hereof.

Loans, Investments, Guarantees, Etc. Borrower Borrowers shall not, directly or indirectly, make any loans or advance money or property to any Personperson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any Personperson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: : (a) the endorsement of instruments for collection or deposit in the ordinary course of business; (b) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of the a Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, Borrower Borrowers shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments, investments and (c) loans to employees of Borrower not to exceed $100,000 in the aggregate outstanding at any time and (d) the loans, advances and guarantees set forth on Schedule 9.10 and all renewals, extensions and refinances thereof (subject to the same conditions imposed on “refinancings” under Section 9.9) hereto; provided, that, as to such loans, advances and guarantees, (i) Borrower Borrowers shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) Borrower Borrowers shall furnish to Lender all material notices or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by a Borrower or on its behalf, promptly after the receipt thereof, or sent by a Borrower or on its behalf, concurrently with the sending thereof, as the case may be.

Loans, Investments, Guarantees, Etc. Borrower shall not, directly or indirectly, make any loans or advance money or property to any Personperson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any Personperson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: : (a) the endorsement of instruments for collection or deposit in the ordinary course of business; (b) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of the Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments, ; (c) loans to employees of Borrower not to exceed $100,000 the guarantees set forth in the aggregate outstanding at any time Information Certificate; and (d) the so long as no Event of Default has occurred and is continuing, Borrower may make loans, advances investments, guarantees, or purchases not otherwise permitted by clauses (a), (b), and guarantees set forth on Schedule 9.10 (c) and all renewalsnot prohibited by any other provision herein, extensions and refinances with notice in advance to Lender, provided, however, that the amount thereof (subject to measured using the same conditions imposed on “refinancings” under Section 9.9) hereto; provided, that, as to such outstanding principal balance of loans, advances the gross purchase price of purchases and guaranteesinvestments, and the total amount guaranteed) shall not exceed at any one time the lesser of: (1) $2,000,000; and (2) seventy percent (70%) of the difference between (i) the sum of (x) Borrower's net worth at such time (as reflected in the most recent financial statements delivered to Lender) plus (y) the net cash proceeds held on the date hereof by Borrower shall not, directly or indirectly, (A) amend, modify, alter or change from any privately placed debt issued with provisions requiring the terms mandatory conversion of such loans, advances or guarantees or any agreement, document or instrument related thereto, or debt to equity plus (Bz) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, net cash proceeds of all equity issued after the date hereof by Borrower; and (ii) Borrower shall furnish to Lender all material notices or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees 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$7,000,000.

Loans, Investments, Guarantees, Etc. Borrower shall not, directly or indirectly, without the prior written consent of Agent which is not to be unreasonably withheld, make any loans or advance money or property to any Personperson, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock shares or indebtedness or all or a substantial part of the assets or property of any Personperson, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) the endorsement of instruments for collection or deposit in the ordinary course of business; (b) investments in: (i) short-term direct obligations of the United States Canadian Government and the U.S. Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to LenderAgent, payable to the order of the Borrower or to bearer and delivered to LenderAgent, and (iii) commercial paper rated A1 or P1; , and (iv) term deposits with the Bank of Montreal and The Toronto-Dominion Bank existing as of the date hereof provided, that, as to any of the foregoing, unless waived in writing by LenderAgent, Borrower shall take such actions as are deemed necessary by Lender Agent to perfect the security interest first-ranking Lien of Lender Agent in such investments, ; (c) loans financial guarantees and letters of credit to employees of Borrower support Borrower’s operations in China and other financial guarantees in an aggregate amount not to exceed $100,000 35,000,000; (d) the guarantees by Borrower of the real property lease obligations of the obligors and in the amounts set forth on Schedule 9.10A hereto (and any renewals or replacements thereof not to exceed in the aggregate outstanding at any time the amounts set forth on Schedule 9.10A hereto) and (d) the loans, advances and guarantees set forth on Schedule 9.10 and all renewals, extensions and refinances thereof (subject to the same conditions imposed on “refinancings” under Section 9.9) 9.10B hereto; provided, that, as to such loans, advances and guaranteesguarantees set forth on Schedule 9.10B hereto, (i) Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) Borrower shall furnish to Lender Agent all material notices or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees 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; (e) purchase or repurchase any and all shares, interest, participations or other equivalents in Borrower’s capital stock or other equity interests at any time outstanding, and any and all rights, warrants or options exchangeable for or convertible into such capital stock or other interests (excluding any debt security that is exchangeable for or convertible into such capital stock); (f) enter into joint ventures, acting as a prudent investor, with strategic partners for the purpose of advancing Borrower’s business provided that Borrower’s investment in such joint ventures, whether direct or indirect, shall not, at any time and in the aggregate, exceed $25,000,000 and shall not result in a derogation of the value of the Collateral or Agent’s, subject to Permitted Liens, first priority Liens therein; (g) make loans or advance money to Affiliates in the ordinary course of Borrower’s business with the proceeds of issuance of shares in the capital of Borrower, provided such proceeds are used in the ordinary course of business and shall not, for further clarity, be subject to any other restrictions on use contained herein; (h) make payments to employees in connection with the repurchase of phantom stock (including stock appreciation rights) in the ordinary course of business; (i) payments to counterparties under or in connection with Hedging Agreements entered into in accordance with the terms of this Agreement; and (j) loans, investments, purchases of shares, indebtedness, assets or properties of an arm’s length third party and guarantees; provided that (i) such loans, investments, purchases and guarantees shall not exceed an aggregate amount (when combined with the amount of dividend payments made under Section 9.11(b)) of $35,000,000, (ii) such loans, investments and purchases (and the assets resulting therefrom) shall be subject to the first priority Liens of Agent, (iii) such loans shall only be made to Obligors whose assets and properties are subject to the first priority Liens of Agent, (iv) such guarantees shall not be secured by any Liens on the assets or properties of Borrower and (v) both before and after giving effect thereto, Borrower is in compliance with all terms of the Financing Agreements including the financial covenants set forth in Sections 9.13, 9.14, 9.23 and 9.24 hereof and no Default or Event of Default exists and is continuing or would occur as a result thereof. Borrower shall pay, or shall cause the obligors listed in Schedule 9.10A hereto to pay, all amounts due and owing under the leases that Borrower has guaranteed as set out in Schedule 9.10A hereto. Any Future Permitted Transaction by Borrower and any investment, license, purchase or other transaction reasonably related thereto and in furtherance thereof shall be permitted hereunder and the amount of any such investment, license, purchase or other transaction shall not be included in (or count against) any of the foregoing basket amounts described in this Section 9.10.