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

Loans, Investments, Guarantees, Etc. Borrower shall not, and shall not permit any of its Subsidiaries 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 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 Borrower or any of its Subsidiaries being the owner thereof or to bearer, and (iii) commercial paper rated A1 or P1; (c) loans by any Subsidiary of Borrower to Borrower; (d) the guarantee by Borrower of any indebtedness or other obligations of any Subsidiary or Affiliate of Borrower to Lender or any Affiliate of Lender under or in connection with any Bank Products; (e) the Maple Guarantee; (f) the guarantees described on Schedule 9.9 to the Information Certificate; and (g) the guaranty by Borrower and Maple of the indebtedness owing with respect to the New Notes and the New Notes Indenture and any refinancing, refunding, extensions, renewals, issuances or replacements thereof to the extent permitted by Section 9.17(g) hereof.

Loans, Investments, Guarantees, Etc. Borrower shall not, and shall not permit any of its Subsidiaries toensure that each Obligor does 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 shares 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 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; and (b) investments in: (i) short-term direct obligations of the Canadian Government or the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of Borrower or any of its Subsidiaries being the owner thereof or to bearerbearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; (iv) Acquisitions; (v) loans that constitute Permitted Inter-Company Debt; and (vii) travel advances, employee relocation loans and other employee loans and advances in the ordinary course of business of Borrower; provided, that, as to any of the foregoing, unless waived in writing by Lender, Borrower shall take such actions as are deemed necessary by US Collateral Agent to perfect the Lien of US Collateral Agent in such investments and (c) loans by the loans, advances and other guarantees set forth on Schedule 8.10 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 Subsidiary of 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 to Borrower; (d) the guarantee by Borrower of any indebtedness or other obligations of any Subsidiary or Affiliate of Borrower shall furnish to Lender all notices or any Affiliate of Lender under or demands in connection with any Bank Products; (e) the Maple Guarantee; (f) the such loans, advances or guarantees described on Schedule 9.9 or other indebtedness subject to the Information Certificate; and (g) the guaranty such guarantees either received by Borrower and Maple of or on its behalf, promptly after the indebtedness owing receipt thereof, or sent by Borrower or on its behalf, concurrently with respect to the New Notes and sending thereof, as the New Notes Indenture and any refinancing, refunding, extensions, renewals, issuances or replacements thereof to the extent permitted by Section 9.17(g) hereofcase may be.

Loans, Investments, Guarantees, Etc. Borrower None of the Borrowers shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, 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 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 any Borrower or any of its Subsidiaries being the owner thereof or to bearerbearer and delivered to Lender, and (iii) commercial paper rated A1 or P1, and (iv) stock or obligations issued in settlement of claims against any non-affiliated person by reason of any bankruptcy case or composition or readjustment of debt or reorganization of any such non-affiliated person that is a debtor of any Borrower; provided, that, as to any of the foregoing, unless waived in writing by Lender, Borrowers shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (c) loans by any Subsidiary of one Borrower to Borrower; another Borrower constituting permitted indebtedness under Section 9.9 hereof; (d) the guarantee loans by Borrower of any indebtedness or other obligations of any Subsidiary or Affiliate of Borrower to Lender any Guarantor, in the ordinary course of business, for such Guarantor's working capital, in an aggregate amount for all such loans by any or all Borrowers to any Affiliate of Lender under or in connection with all Guarantors, not to exceed $3,000,000, at any Bank Products; one time outstanding; (e) advances to employees of Borrowers in the Maple Guarantee; ordinary course of business, consistent with past practices, in an aggregate amount for all such advances not to exceed $500,000 at any one time outstanding; (f) investments by Borrowers in the guarantees described on Schedule 9.9 form of cash paid to acquire (i) equity interests in or debt of any corporation engaged in a retailing business similar to that of Borrowers (a "Retailing Investment"), or (ii) any equity interests in any joint venture, partnership, business trust, corporation or other jointly owned and controlled entity formed by any Borrower with non-affiliated person(s) to engage in specialty retailing or related businesses ("Retailing Ventures") or cash capital contributions or loans to such Retailing Ventures; provided that (A) Lender receives not less than twenty (20) days' prior written notice from Borrowers of the formation of each Retailing Venture and not less than seven (7) days' prior written notice of each such proposed investment by Borrowers with respect to a Retailing Venture and of each Retailing Investment, (B) the aggregate amount of all such investments (whether with respect to Retailing Investments or Retailing Ventures or both) made by Borrowers after the date hereof shall not exceed $10,000,000, (C) Borrowers shall have maintained not less than $15,000,000 of Excess Availability as of the close of business of each day during the period of thirty (30) consecutive days immediately preceding each such investment and after giving effect thereto, (D) Lender shall have received a perfected first priority security interest in and pledge and assignment of Borrowers' entire interest in each Retailing Investment and Retailing Venture and of each note, certificate or other evidence of each such investment, and Borrowers shall have executed and delivered such Forms G-3 of the Board of Governors of the Federal Reserve Board as Lender shall require in connection therewith (if applicable), accompanied by such evidence (including a legal opinion by Borrowers' counsel if required by Lender) that no such investment shall cause Borrowers to violate the terms of the continuing representations and warranties contained in Section 6.6 hereof or will render any such representation or warranty untrue at any time, (E) no corporation whose equity interests or debt are so acquired pursuant to a Retailing Investment and no such Retailing Venture shall engage in any transactions with any Borrower or Guarantor, except upon terms and conditions acceptable to Lender, (F) no Borrower or Guarantor shall provide any guarantee or other credit support for any target corporation whose equity interests or debt are acquired pursuant to a Retailing Investment or any such Retailing Venture, except with Lender's prior written consent, (G) prior to the Information Certificateformation of each Retailing Venture and prior to each investment therein, and prior to each Retailing Investment, Lender shall have received such documents and information concerning the proposed Retailing Investment target or Retailing Venture (as applicable) and its equity owners, lenders and management as Lender may reasonably request, and (H) no Event of Default, or event which with notice or passage of time, or both, would constitute an Event of Default, shall exist or have occurred and be continuing at the time of such investment; and and (g) the guaranty existing loans, advances and guarantees by Borrower and Maple Borrowers outstanding as of the indebtedness owing date hereof as set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) 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 any such guarantee or set aside or otherwise deposit or invest any sums for such purpose and (ii) Borrowers shall furnish to Lender all notices, demands or other material in connection with respect to such loans, advances or guarantees either received by Borrowers or on their behalf, promptly after the New Notes and receipt thereof, or sent by Borrowers or on their behalf, concurrently with the New Notes Indenture and any refinancingsending thereof, refunding, extensions, renewals, issuances or replacements thereof to as the extent permitted by Section 9.17(g) hereofcase may be.

Loans, Investments, Guarantees, Etc. Borrower Borrowers shall not, and shall not permit any of its Subsidiaries to, directly ----------------------------------- or indirectly, make any loans or advance money or property to any personPerson (including, without limitation, IVI Checkmate Ltd., Debitek Holdings Limited and IVI Ingenico Inc.), 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 (including, without limitation, IVI Checkmate Ltd., Debitek Holdings Limited and IVI Ingenico Inc.), or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance performance, obligations or dividends of any Person (including, without limitation, IVI Checkmate Ltd., Debitek Holdings Limited and IVI Ingenico Inc.) 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 a Borrower or any of its Subsidiaries being the owner thereof or to bearerbearer and delivered to Lender, and (iii) commercial paper rated A1 or P1, or (iv) in connection with a Permitted Merger if such other Person is a Borrower hereunder; provided, that, as to any of the foregoing, unless waived in writing by Lender, -------- ---- Borrowers shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments, (c) loans by any Subsidiary of Borrower to Borrower; the guarantees set forth in the Information Certificate, and (d) the guarantee by Borrower purchase or re-purchase of any indebtedness or other obligations of any Subsidiary or Affiliate of Borrower to Lender or any Affiliate of Lender under or stock in connection with any Bank Products; (e) the Maple Guarantee; (f) the guarantees described on Schedule 9.9 to the Information Certificate; and (g) the guaranty by Borrower and Maple of the indebtedness owing with respect to the New Notes and the New Notes Indenture and any refinancing, refunding, extensions, renewals, issuances or replacements thereof to the extent permitted by Section 9.17(g) hereofa Permitted Merger.

Loans, Investments, Guarantees, Etc. Except as expressly set forth below, neither Borrower shall not, and shall not permit any of its Subsidiaries toshall, 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 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 a Borrower or any of its Subsidiaries being the owner thereof or to bearerbearer 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, Borrowers shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (c) loans a one-time investment of up to $10,000,000 in a joint venture to be formed between UGI and Associated Grocers, provided that at the time of such investment no Event of Default has occurred and is then continuing; provided further that UGI's interest in such venture shall be assigned as collateral to Lender by any Subsidiary documents satisfactory in form and substance to Lender; provided further that after giving effect to such investment, Borrowers have no less than $10,000,000 of Borrower to BorrowerExcess Availability; (d) loans, advances and guaranties issued to or on behalf of Members; provided that the guarantee by Borrower aggregate amount of (i)all sums advanced under those loans and advances, (ii) any increase in the amount of any indebtedness existing loans, advances or other obligations guaranties as a part of restructuring such obligations, and (iii) the maximum amount being guarantied under any Subsidiary or Affiliate such guaranty, shall not exceed the sum of Borrower to Lender or $2,000,000 in any Affiliate fiscal year (excluding for purposes of Lender under or in connection with this calculation, any Bank Productsguaranties made by UGI for the benefit of NCCB); and (e) the Maple Guarantee; (f) the loans, advances, investment and guarantees described set forth on Schedule 9.9 9.10 hereto; provided, that, as to loans, advances, investment and guarantees related in any way to Eligible Notes, Borrowers shall not, directly or indirectly, (A) amend, modify, alter or change the Information Certificate; terms of such loans, advances, investment 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 (g) the guaranty by Borrower and Maple of the indebtedness owing provided further, that with respect to the New Notes any loans, advances, investments and the New Notes Indenture and any refinancingguaranties, refunding, extensions, renewals, issuances whether or replacements thereof not related to the extent permitted Eligible Notes or to the notes purchased by Section 9.17(g) hereofNCCB, Borrowers shall furnish to Lender all notices or demands in connection with such loans, advances, investment or guarantees or other indebtedness subject to such guarantees either received by Borrowers, or either of them, or on their behalf, promptly after the receipt thereof, or sent by Borrowers, or either of them, or on their behalf, concurrently with the sending thereof, as the case may be.

Loans, Investments, Guarantees, Etc. Borrower Borrowers shall not, and shall not permit any of its Subsidiaries 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 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 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 LenderAgent, payable to the order of Borrower or any of its Subsidiaries being the owner thereof Borrowers or to bearer, bearer and delivered to Agent; (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, Borrowers shall take such actions as are deemed necessary by Agent to perfect the security interest of Agent and Lenders in such investments; (c) loans by any Subsidiary of Borrower to Borrower; the guarantees set forth in the Information Certificates; (d) Borrowers may acquire all of the guarantee by Borrower issued and outstanding capital stock of another Person, or all or substantially all of the assets of another Person or of a division of another Person (each, a "Target"), and may form a new wholly-owned subsidiary (a "New Subsidiary") and make investments in such New Subsidiary ("Subsidiary Investments"), subject to the satisfaction in full of all of the following conditions precedent: (i) The subject Target or New Subsidiary (as applicable) shall be in the same or similar type of business as Borrowers; (ii) The aggregate sum of (A) the purchase price for the subject Target and any indebtedness or related Targets plus any other obligations of any Subsidiary or Affiliate of Borrower to Lender or any Affiliate of Lender under or consideration payable in connection with the sale of the Target and any Bank Products; related Targets, excluding any earn-outs and similar contingent payments, excluding any obligations or indebtedness of the Target that are assumed (eas permitted by Section 9.9 hereof) and excluding any capital stock of PC Mall (the Maple Guarantee; "Total Consideration") or the amount of the subject Subsidiary Investments (fas applicable), plus (B)the aggregate sum of the Total Considerations for all Targets previously acquired by Borrowers (excluding Pacific Business Systems, Inc. and Wareforce Incorporated) plus all Subsidiary Investments previously made by Borrowers, shall not exceed Fifty Million Dollars ($50,000,000) during the guarantees described terms of the Original Loan Agreement and this Agreement and Twenty Million Dollars ($20,000,000) during any fiscal year; (iii) As of the date of the acquisition of the subject Target and any related Targets or the making of the subject Subsidiary Investments (as applicable) and after giving effect thereto, the Excess Availability would not be less than Ten Million Dollars ($10,000,000); (iv) The subject Target shall be acquired in accordance with applicable laws free and clear of any security interest, mortgage, pledge, lien, charge or other encumbrance except as permitted in Section 9.8 hereof, and free and clear of any obligations or indebtedness except as permitted in Section 9.9 hereof; (v) Any portion of the Total Consideration (excluding any earn-outs and similar contingent payments) that is not payable on Schedule 9.9 the closing of the acquisition of the subject Target shall, to the Information Certificate; and (g) the guaranty by extent a Borrower and Maple is obligated to make payment thereof, be subordinated in a manner satisfactory to Agent or, at Borrowers' option, Agent may establish an Availability Reserve for such portion of the indebtedness owing Total Consideration; (vi) The subject Target and the Person acquiring the subject Target or the subject New Subsidiary (as applicable) shall guaranty the Obligations, and the assets and capital stock of the subject Target and such Person or the subject New Subsidiary (as applicable) shall be pledged to Lender, all pursuant to documents in form and substance satisfactory to Agent; (vii) No Event of Default, or event that with notice or lapse of time or both would constitute an Event of Default, shall have occurred and be continuing or would result from the acquisition of the subject Target or the making of the subject Subsidiary Investments (as applicable); (viii) Borrowers shall give prior written notice to Agent of the acquisition of the subject Target or the making of the subject Subsidiary Investments as soon as reasonably practicable, but in no event less than fifteen (15) calendar days prior to the closing thereof if the Total Consideration for the subject Target and any related Targets or the amount of the Subsidiary Investments (as applicable) is greater than Two Million Dollars ($2,000,000); (ix) Agent shall have received true, correct and complete copies of the acquisition agreement(s) for the subject Target and all exhibits, schedules, documents and other agreements relating thereto, together with such financial and other information concerning the subject Target as Agent may reasonably request; and (x) Agent shall have received such further agreements, documents and instruments, and such further acts shall have been completed, with respect to the subject Target or New Notes Subsidiary (as applicable), as required by Section 9.17 hereof. At Borrowers' request, the subject Target or the Person acquiring the subject Target or the subject New Subsidiary (as applicable) may be added as a borrower hereunder, but only at the sole election of Agent. Regardless of whether the subject Target or the Person acquiring the subject Target or the subject New Subsidiary (as applicable) is or becomes a borrower hereunder, and regardless of whether the Accounts and Inventory of the subject Target or New Notes Indenture Subsidiary qualify under the definition of "Eligible Accounts" and any refinancing"Eligible Inventory" in this Agreement, refunding, extensions, renewals, issuances or replacements thereof the inclusion of such Accounts and Inventory in Eligible Accounts and Eligible Inventory shall be subject to: (xi) Agent's receipt and approval of full written appraisals as to the extent inventory of the subject Target or New Subsidiary in form, scope and methodology reasonable acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent, and upon which Agent is expressly permitted to rely; (xii) The completion of a field examination by Section 9.17(gAgent of the subject Target or New Subsidiary with results reasonably satisfactory to Agent; (xiii) hereofSuch additional eligibility criteria, Availability Reserves and percentage advance rates as Agent shall establish in its commercially reasonable discretion in light of the foregoing appraisals and field examination; and (xiv) The chief executive office and jurisdiction of organization of the subject Target or New Subsidiary (as applicable) shall be in the United State or Canada, and in any event, only those Accounts generated and invoiced from the United States or Canada and that Inventory located in the United States or Canada may be deemed Eligible Accounts or Eligible Inventory; (e) any Borrower may make loans or advances to, or investments in, another Borrower, and may guaranty, assume, endorse or otherwise become responsible for the indebtedness or obligations of another Borrower; and (f) Borrowers may make advances to their employees not to exceed One Million Dollars ($1,000,000) in the aggregate outstanding at any time.

Loans, Investments, Guarantees, Etc. Borrower Borrowers shall not, and shall not permit any of its Subsidiaries 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 stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. otherwise become responsible for (directly or indirectly) the indebtedness, performance 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 LenderAgent, payable to the order of Borrower or any of its Subsidiaries being the owner thereof Borrowers or to bearer, bearer and delivered to Agent; (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, Borrowers shall take such actions as are deemed necessary by Agent to perfect the security interest of Agent and Lenders in such investments; (c) loans by any Subsidiary of Borrower to Borrower; the guarantees set forth in the Information Certificates; (d) Borrowers may (A) acquire not less than a majority of the guarantee by Borrower issued and outstanding capital stock of any indebtedness another Person, or all or substantially all of the assets of another Person or of a division of another Person directly or indirectly through a New Subsidiary (as defined below) or other obligations subsidiary or subsidiaries formed for the purpose of effecting any such acquisition in a single or series of related transactions (each, a “Target”), and (B) form a new wholly-owned subsidiary (a “New Subsidiary”) and make investments in such New Subsidiary (“Subsidiary Investments”), subject to the satisfaction in full of all of the following conditions precedent: (i) The subject Target or Affiliate New Subsidiary (as applicable) shall be in the same or similar type of Borrower to Lender or business as Borrowers; (ii) The aggregate sum of (A) the purchase price for the subject Target and any Affiliate of Lender under or related Targets plus any other consideration payable in connection with the sale of the Target and any Bank Products; related Targets, excluding any earn-outs and similar contingent payments, excluding any obligations or indebtedness of the Target that are assumed (eas permitted by Section 9.9 hereof) and excluding any capital stock of PC Mall (the “Total Consideration”) or the amount of the subject Subsidiary Investments (as applicable), plus (B) the Maple Guarantee; aggregate sum of the Total Consideration for all Targets acquired by Borrowers after the date hereof shall not exceed Fifty Million Dollars (f$50,000,000) during the guarantees described term of this Agreement and Twenty Million Dollars ($20,000,000) during any fiscal year; (iii) As of the date of the acquisition of the subject Target and any related Targets or the making of the subject Subsidiary Investments (as applicable) and after giving effect thereto, the Average 30 Day Excess Availability would not be less than the Excess Availability Threshold then in effect on Schedule such date; (iv) The subject Target shall be acquired in accordance with applicable laws free and clear of any security interest, mortgage, pledge, lien, charge or other encumbrance *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. except as permitted in Section 9.8 hereof, and free and clear of any obligations or indebtedness except as permitted in Section 9.9 hereof; (v) Any portion of the Total Consideration (excluding any earn-outs and similar contingent payments) that is not payable on the closing of the acquisition of the subject Target shall, to the Information Certificate; and (g) the guaranty by extent a Borrower and Maple is obligated to make payment thereof, be subordinated in a manner satisfactory to Agent or, at Borrowers’ option, Agent may establish an Availability Reserve for such portion of the indebtedness owing Total Consideration; (vi) The subject Target and the Person acquiring the subject Target or the subject New Subsidiary (as applicable) shall guarantee the Obligations, and the assets and capital stock of the subject Target and such Person or the subject New Subsidiary (as applicable) shall be pledged to Agent, all pursuant to documents in form and substance satisfactory to Agent; (vii) No Event of Default, or event that with notice or lapse of time or both would constitute an Event of Default, shall have occurred and be continuing or would result from the acquisition of the subject Target or the making of the subject Subsidiary Investments (as applicable); (viii) Borrowers shall give prior written notice to Agent of the acquisition of the subject Target or the making of the subject Subsidiary Investments as soon as reasonably practicable, but in no event less than fifteen (15) calendar days prior to the closing thereof if the Total Consideration for the subject Target and any related Targets or the amount of the Subsidiary Investments (as applicable) is greater than Five Million Dollars ($5,000,000); (ix) Agent shall have received true, correct and complete copies of the acquisition agreement(s) for the subject Target and all exhibits, schedules, documents and other agreements relating thereto, together with such financial and other information concerning the subject Target as Agent may reasonably request; and (x) Agent shall have received such further agreements, documents and instruments, and such further acts shall have been completed, with respect to the subject Target or New Notes Subsidiary (as applicable), as required by Section 9.17 hereof. At Borrowers’ request, the subject Target or the Person acquiring the subject Target or the subject New Subsidiary (as applicable) may be added as a borrower hereunder, but only at the sole election of Agent. Regardless of whether the subject Target or the Person acquiring the subject Target or the subject New Subsidiary (as applicable) is or becomes a borrower hereunder, and regardless of whether the Accounts and Inventory of the subject Target or New Notes Indenture Subsidiary qualify under the definition of “Eligible Accounts” and any refinancing“Eligible Inventory” in this Agreement, refunding, extensions, renewals, issuances or replacements thereof the inclusion of such Accounts and Inventory in Eligible Accounts and Eligible Inventory shall be subject to: (xi) Agent’s receipt and approval of full written appraisals as to the extent inventory of the subject Target or New Subsidiary in form, scope and methodology reasonable acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent, and upon which Agent is expressly permitted to rely; *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (xii) The completion of a field examination by Section 9.17(gAgent of the subject Target or New Subsidiary with results reasonably satisfactory to Agent; (xiii) Such additional eligibility criteria, Availability Reserves and percentage advance rates as Agent shall establish in its commercially reasonable discretion in light of the foregoing appraisals and field examination; and (xiv) The chief executive office and jurisdiction of organization of the subject Target or New Subsidiary (as applicable) shall be in the United States or Canada, and in any event, only those Accounts generated and invoiced from the United States or Canada and that Inventory located in the United States or Canada may be deemed Eligible Accounts or Eligible Inventory; (e) any Borrower may make loans or advances to, or investments in, another Borrower, and may guaranty, assume, endorse or otherwise become responsible for the indebtedness or obligations of another Borrower; (f) Borrowers may make advances to their employees not to exceed Two Million Dollars ($2,000,000) in the aggregate outstanding at any time; (g) Borrowers may make loans or advances to, or investments in, PC Mall Canada, Inc., a Quebec corporation, so long as: (i) PC Mall Canada, Inc. is a wholly owned subsidiary of PC Mall; (ii) the aggregate amount of such loans, advances and investments outstanding at any time, does not exceed $5,000,000 from the date hereof; and (iii) no Event of Default has occurred and is continuing at the time of any such loan, advance or investment, or would result therefrom; and (h) Borrowers may make acquisitions of or investments in the three properties listed on Schedule 9.10, so long as (i) the aggregate amount of such acquisitions and investments, together with any acquisition costs, property improvements and purchase money financing related thereto, does not exceed $20,000,000 from the date hereof and (ii) the Borrowers have at least $10,000,000 in Excess Availability both before and after giving effect to each such acquisition or investment.

Loans, Investments, Guarantees, Etc. Borrower Borrowers shall not, and shall not permit any of its Subsidiaries 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 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 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 LenderAgent, payable to the order of Borrower or any of its Subsidiaries being the owner thereof Borrowers or to bearer, bearer and delivered to Agent; (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Agent, Borrowers shall take such actions as are deemed necessary by Agent to perfect the security interest of Agent and Lenders in such investments; (c) loans by any Subsidiary of Borrower to Borrower; the guarantees set forth in the Information Certificates; (d) Borrowers may (A) acquire not less than a majority of the guarantee by Borrower issued and outstanding capital stock of any indebtedness another Person, or all or substantially all of the assets of another Person or of a division of another Person directly or indirectly through a New Subsidiary (as defined below) or other obligations subsidiary or subsidiaries formed for the purpose of effecting any such acquisition in a single or series of related transactions (each, a “Target”), and (B) form a new wholly-owned subsidiary (a “New Subsidiary”) and make investments in such New Subsidiary (“Subsidiary Investments”), subject to the satisfaction in full of all of the following conditions precedent: (i) The subject Target or Affiliate New Subsidiary (as applicable) shall be in the same or similar type of Borrower to Lender or business as Borrowers; (ii) The aggregate sum of (A) the purchase price for the subject Target and any Affiliate of Lender under or related Targets plus any other consideration payable in connection with the sale of the Target and any Bank Products; related Targets, excluding any earn-outs and similar contingent payments, excluding any obligations or indebtedness of the Target that are assumed (eas permitted by Section 9.9 hereof) and excluding any capital stock of PCM (the “Total Consideration”) or the amount of the subject Subsidiary Investments (as applicable), plus (B) the Maple Guarantee; aggregate sum of the Total Consideration for all Targets acquired by Borrowers after the date hereof shall not exceed Fifty Million Dollars (f$50,000,000) during the guarantees described term of this Agreement and Twenty Million Dollars ($20,000,000) during any fiscal year; (iii) As of the date of the acquisition of the subject Target and any related Targets or the making of the subject Subsidiary Investments (as applicable) and after giving effect thereto, the Average 30 Day Excess Availability would not be less than the Excess Availability Threshold then in effect on Schedule such date; (iv) The subject Target shall be acquired in accordance with applicable laws free and clear of any security interest, mortgage, pledge, lien, charge or other encumbrance except as permitted in Section 9.8 hereof, and free and clear of any obligations or indebtedness except as permitted in Section 9.9 hereof; (v) Any portion of the Total Consideration (excluding any earn-outs and similar contingent payments) that is not payable on the closing of the acquisition of the subject Target shall, to the Information Certificate; and (g) the guaranty by extent a Borrower and Maple is obligated to make payment thereof, be subordinated in a manner satisfactory to Agent or, at Borrowers’ option, Agent may establish an Availability Reserve for such portion of the indebtedness owing Total Consideration; (vi) The subject Target and the Person acquiring the subject Target or the subject New Subsidiary (as applicable) shall guarantee the Obligations, and the assets and capital stock of the subject Target and such Person or the subject New Subsidiary (as applicable) shall be pledged to Agent, all pursuant to documents in form and substance satisfactory to Agent; (vii) No Event of Default, or event that with notice or lapse of time or both would constitute an Event of Default, shall have occurred and be continuing or would result from the acquisition of the subject Target or the making of the subject Subsidiary Investments (as applicable); (viii) Borrowers shall give prior written notice to Agent of the acquisition of the subject Target or the making of the subject Subsidiary Investments as soon as reasonably practicable, but in no event less than fifteen (15) calendar days prior to the closing thereof if the Total Consideration for the subject Target and any related Targets or the amount of the Subsidiary Investments (as applicable) is greater than Five Million Dollars ($5,000,000); (ix) Agent shall have received true, correct and complete copies of the acquisition agreement(s) for the subject Target and all exhibits, schedules, documents and other agreements relating thereto, together with such financial and other information concerning the subject Target as Agent may reasonably request; and (x) Agent shall have received such further agreements, documents and instruments, and such further acts shall have been completed, with respect to the subject Target or New Notes Subsidiary (as applicable), as required by Section 9.17 hereof. At PCM’s request, but only at the sole election of all Lenders, the subject Target or the Person acquiring the subject Target or the subject New Subsidiary (as applicable) may be added as a borrower hereunder by executing and delivering a Joinder Agreement. Upon execution and delivery thereof, such Person shall become a borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Financing Agreements. Regardless of whether the subject Target or the Person acquiring the subject Target or the subject New Notes Indenture Subsidiary (as applicable) is or becomes a borrower hereunder, and regardless of whether the Accounts and Inventory of the subject Target or New Subsidiary qualify under the definition of “Eligible Accounts” and “Eligible Inventory” in this Agreement, the inclusion of such Accounts and Inventory in Eligible Accounts and Eligible Inventory shall be subject to: (xi) Agent’s receipt and approval of full written appraisals as to the inventory of the subject Target or New Subsidiary in form, scope and methodology reasonable acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent, and upon which Agent is expressly permitted to rely; (xii) The completion of a field examination by Agent of the subject Target or New Subsidiary with results reasonably satisfactory to Agent; (xiii) Such additional eligibility criteria, Availability Reserves and percentage advance rates as Agent shall establish in its commercially reasonable discretion in light of the foregoing appraisals and field examination; and (xiv) The chief executive office and jurisdiction of organization of the subject Target or New Subsidiary (as applicable) shall be in the United States or Canada, and in any refinancingevent, refundingonly those Accounts generated and invoiced from the United States or Canada and that Inventory located in the United States or Canada may be deemed Eligible Accounts or Eligible Inventory; (e) any Borrower may make loans or advances to, extensionsor investments in, renewalsanother Borrower, issuances and may guaranty, assume, endorse or replacements thereof otherwise become responsible for the indebtedness or obligations of another Borrower; (f) Borrowers may make advances to their employees not to exceed Two Million Dollars ($2,000,000) in the aggregate outstanding at any time; (g) Borrowers may make loans or advances to, or investments in, PCM Sales Canada, Inc., a Quebec corporation, so long as: (i) PCM Sales Canada, Inc. is a wholly owned subsidiary of PCM; (ii) the aggregate amount of such loans, advances and investments outstanding at any time, does not exceed $5,000,000 from the date hereof; and (iii) no Event of Default has occurred and is continuing at the time of any such loan, advance or investment, or would result therefrom; (h) Borrowers may make acquisitions of or investments in properties numbered 1 through 3 listed on Schedule 9.10, so long as (i) the aggregate amount of such acquisitions and investments, together with any acquisition costs, property improvements and purchase money financing related thereto (excluding acquisitions, investments, costs or improvements made from the identifiable net proceeds of the sale or refinance of the Real Estate within 180 days of receipt by Borrowers of the net proceeds thereof), does not exceed $20,000,000 during the term of this Agreement, (ii) the Borrowers have at least $10,000,000 in Excess Availability both before and after giving effect to each such acquisition or investment, and (iii) no Event of Default has occurred and is continuing at the time of any such acquisition or investment, or would result therefrom; (i) Borrowers may make acquisitions of or investments in the properties numbered 4 and 5 listed on Schedule 9.10, so long as: (i) the Borrowers have at least $10,000,000 in Excess Availability both before and after giving effect to each such acquisition or investment, and (ii) no Event of Default has occurred and is continuing at the time of any such acquisition or investment, or would result therefrom; and (j) Borrowers may make acquisitions of or investments in real estate, in each case, to the extent permitted by Section 9.17(gmade from the net proceeds of the sale or refinancing of the Real Estate, so long as: (i) hereofthe Borrowers have at least $10,000,000 in Excess Availability both before and after giving effect to each such acquisition or investment, and (ii) no Event of Default has occurred and is continuing at the time of any such acquisition or investment, or would result therefrom.