OF ANY GROUP MEMBER (OTHER THAN
HOLDINGS) SECURING INDEBTEDNESS OF SUCH GROUP MEMBER PERMITTED HEREUNDER IN
RELIANCE UPON SECTION 8.1(C); PROVIDED, HOWEVER, THAT (I) SUCH LIENS EXIST PRIOR
TO THE ACQUISITION OF, OR ATTACH SUBSTANTIALLY SIMULTANEOUSLY WITH, OR WITHIN 90
DAYS AFTER, THE ACQUISITION, REPAIR, IMPROVEMENT OR CONSTRUCTION OF, SUCH
PROPERTY FINANCED, WHETHER DIRECTLY OR THROUGH A PERMITTED REFINANCING, BY SUCH
INDEBTEDNESS AND (II) SUCH LIENS DO NOT EXTEND TO ANY PROPERTY OF ANY GROUP
MEMBER OTHER THAN THE PROPERTY (AND PROCEEDS THEREOF) ACQUIRED OR BUILT, OR THE
IMPROVEMENTS OR REPAIRS, FINANCED, WHETHER DIRECTLY OR THROUGH A PERMITTED
REFINANCING, BY SUCH INDEBTEDNESS;
(E)
LIENS ON THE PROPERTY OF GROUP MEMBERS SECURING THE PERMITTED
REFINANCING OF ANY INDEBTEDNESS SECURED BY ANY LIEN ON SUCH PROPERTY PERMITTED
HEREUNDER IN RELIANCE UPON CLAUSE (C) OR (D) ABOVE OR THIS CLAUSE (E) WITHOUT
ANY CHANGE IN THE PROPERTY SUBJECT TO SUCH LIENS;
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(F)
LIENS WITH RESPECT TO THE PROPERTY OF ANY EXCLUDED FOREIGN
SUBSIDIARY SECURING INDEBTEDNESS OF SUCH EXCLUDED FOREIGN SUBSIDIARY THAT IS
PERMITTED UNDER SECTION 8.1(M);
(G)
LIENS WITH RESPECT TO INDEBTEDNESS PERMITTED UNDER SECTION
8.1(E), PROVIDED THAT (I) SUCH LIENS SHALL BE EXPRESSLY SUBORDINATED IN ALL
RESPECTS TO THE LIENS SECURING THE OBLIGATIONS, (II) ANY INDEBTEDNESS OWING BY A
LOAN PARTY TO A PERSON WHO IS NOT A LOAN PARTY SHALL NOT BE SECURED AT ANY TIME
AND (III) ANY GUARANTY OBLIGATION OF A SUBSIDIARY THAT IS NOT A LOAN PARTY MAY
NOT BE SECURED BY PROPERTY OF ANY OTHER LOAN PARTY; AND
(H)
LIENS ON PROPERTY OF GROUP MEMBERS NOT OTHERWISE PERMITTED BY
THIS SECTION 8.2 SO LONG AS THE AGGREGATE PRINCIPAL AMOUNT OF INDEBTEDNESS AND
OTHER OBLIGATIONS SECURED THEREBY DOES NOT EXCEED $375,000 AT ANY TIME.
SECTION 8.3
INVESTMENTS.
NO GROUP MEMBER SHALL MAKE OR MAINTAIN ANY
INVESTMENT EXCEPT FOR THE FOLLOWING:
(A)
INVESTMENTS EXISTING ON THE DATE HEREOF AND SET FORTH ON
SCHEDULE 8.3;
(B)
INVESTMENTS IN CASH AND CASH EQUIVALENTS;
(C)
(I) ENDORSEMENTS FOR COLLECTION OR DEPOSIT IN THE ORDINARY
COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE, (II) EXTENSIONS OF TRADE
CREDIT (OTHER THAN TO AFFILIATES OF THE BORROWER) ARISING OR ACQUIRED IN THE
ORDINARY COURSE OF BUSINESS AND (III) INVESTMENTS ACQUIRED IN CONNECTION WITH
THE SETTLEMENT OF DELINQUENT ACCOUNTS ARISING IN THE ORDINARY COURSE OF
BUSINESS, IN CONNECTION WITH THE BANKRUPTCY OR REORGANIZATION OF SUPPLIERS OR
CUSTOMERS OR AS SECURITY FOR SUCH CLAIMS, OR UPON THE FORECLOSURE BY A LOAN
PARTY OF ITS LIEN WITH RESPECT TO ANY SECURED INVESTMENT;
(D)
INVESTMENTS BY LOAN PARTIES MADE AS PART OF A PERMITTED
ACQUISITION;
(E)
INVESTMENTS BY (I) ANY LOAN PARTY TO ANY OTHER LOAN PARTY
(OTHER THAN HOLDINGS), (II) ANY LOAN PARTY TO A SUBSIDIARY OF A LOAN PARTY WHO
IS NOT A LOAN PARTY NOT TO EXCEED $1,000,000 IN THE AGGREGATE AT ANY TIME
OUTSTANDING FOR ALL SUCH INVESTMENTS, (III) A SUBSIDIARY OF A LOAN PARTY WHO IS
NOT A LOAN PARTY TO A LOAN PARTY OR ANOTHER SUBSIDIARY WHO IS NOT A LOAN PARTY,