SUCH SUBSIDIARY GUARANTOR INTO
CASH.
8.5
Investments.
Each of the Parent and the
Borrower will not, and will not permit or cause any of its Subsidiaries to,
directly or indirectly, purchase, own, invest in or otherwise acquire any
Capital Stock, evidence of indebtedness or other obligation or security or any
interest whatsoever in any other Person, or make or permit to exist any loans,
advances or extensions of credit to, or any investment in cash or by delivery of
property in, any other Person, or purchase or otherwise acquire (whether in one
or a series of related transactions) any portion of the assets, business or
properties of another Person (including pursuant to an Acquisition), or create
or acquire any Subsidiary, or become a partner or joint venturer in any
partnership or joint venture (collectively, "Investments"), or make a commitment
or otherwise agree to do any of the foregoing, other than:
(I)
INVESTMENTS CONSISTING OF CASH
EQUIVALENTS;
(II)
INVESTMENTS CONSISTING OF THE EXTENSION OF
TRADE CREDIT, THE CREATION OF PREPAID EXPENSES, AND THE PURCHASE OF INVENTORY,
SUPPLIES, EQUIPMENT AND OTHER ASSETS, IN EACH CASE IN THE ORDINARY COURSE OF
BUSINESS;
(III)
INVESTMENTS CONSISTING OF LOANS AND ADVANCES
TO EMPLOYEES, OFFICERS OR DIRECTORS OF THE PARENT AND ITS SUBSIDIARIES IN THE
ORDINARY COURSE OF BUSINESS NOT
88
EXCEEDING $1,500,000 AT ANY TIME OUTSTANDING, PROVIDED THAT LOANS FOR THE
PURPOSE OF ACQUIRING CAPITAL STOCK OF THE PARENT THE NET CASH PROCEEDS OF WHICH
EQUITY ISSUANCE ARE CONTRIBUTED TO THE CAPITAL OF THE BORROWER OR USED TO
ACQUIRE CAPITAL STOCK OF THE BORROWER SHALL NOT BE SUBJECT TO SUCH LIMIT;
(IV)
INVESTMENTS (INCLUDING EQUITY SECURITIES AND
DEBT OBLIGATIONS) OF THE BORROWER AND ITS SUBSIDIARIES (A) RECEIVED IN
CONNECTION WITH THE BANKRUPTCY OR REORGANIZATION OF SUPPLIERS AND CUSTOMERS AND
IN GOOD FAITH SETTLEMENT OF DELINQUENT OBLIGATIONS OF, AND OTHER DISPUTES WITH,
CUSTOMERS AND SUPPLIERS ARISING IN THE ORDINARY COURSE OF BUSINESS OR
(B) CONSTITUTING NON-CASH PROCEEDS OF ANY SALE, TRANSFER OR OTHER DISPOSITION
PERMITTED BY SECTIONS 8.4(II) OR 8.4(V);
(V)
WITHOUT DUPLICATION, INVESTMENTS CONSISTING
OF INTERCOMPANY INDEBTEDNESS PERMITTED UNDER SECTION 8.2(VI);
(VI)
INVESTMENTS EXISTING AS OF THE CLOSING DATE
AND DESCRIBED IN SCHEDULE 8.5;
(VII)
INVESTMENTS OF THE BORROWER UNDER HEDGE
AGREEMENTS REQUIRED PURSUANT TO, AND ENTERED INTO IN ACCORDANCE WITH,
SECTION 6.8 OR UNDER OTHER HEDGE AGREEMENTS ENTERED INTO IN THE ORDINARY COURSE
OF BUSINESS TO MANAGE EXISTING OR ANTICIPATED INTEREST RATE OR FOREIGN CURRENCY
RISKS AND NOT FOR SPECULATIVE PURPOSES;
(VIII)
INVESTMENTS (Y) OF THE PARENT IN THE BORROWER AND
(Z) OF THE BORROWER IN ITS SUBSIDIARIES, IN EACH CASE MADE PRIOR TO THE CLOSING
DATE;
(IX)
INVESTMENTS CONSISTING OF THE MAKING OF
CAPITAL CONTRIBUTIONS OR THE PURCHASE OF CAPITAL STOCK (X) BY THE PARENT IN THE
BORROWER, (Y) BY THE BORROWER OR ANY SUBSIDIARY IN ANY OTHER NEWLY CREATED OR
ACQUIRED WHOLLY OWNED SUBSIDIARY THAT IS (OR IMMEDIATELY AFTER GIVING EFFECT TO
SUCH INVESTMENT WILL BE) A SUBSIDIARY GUARANTOR, PROVIDED THAT THE BORROWER
COMPLIES WITH THE PROVISIONS OF SECTION 6.10, AND