IN,
COUNTRIES THAT ARE NOT MEMBERS OF THE ORGANIZATION FOR ECONOMIC CO-OPERATION AND
DEVELOPMENT, SHALL NOT EXCEED $5,000,000;
(J)
INVESTMENTS TO THE EXTENT CONSISTING OF NONCASH CONSIDERATION RECEIVED IN
CONNECTION WITH A SALE OF ASSETS PERMITTED BY SECTION 6.05;
(K)
INVESTMENTS BY HOLDINGS, THE BORROWER AND THE SUBSIDIARIES EXISTING ON THE
RESTATEMENT DATE AND LISTED ON SCHEDULE 6.04(K);
(L)
EXTENSIONS OF CREDIT IN THE NATURE OF ACCOUNTS RECEIVABLE OR NOTES
RECEIVABLE ARISING FROM THE SALE OR LEASE OF GOODS AND SERVICES IN THE ORDINARY
COURSE OF BUSINESS;
(M)
INVESTMENTS IN, AND LOANS AND ADVANCES TO, THE DESIGNATED REAL ESTATE
SUBSIDIARIES PURSUANT TO SECTION 9.3 OF THE ISLAND PURCHASE AGREEMENT, ON BEHALF
OF AND SOLELY WITH MONIES ADVANCED BY ISLAND AND ITS AFFILIATES (OTHER THAN, FOR
THE AVOIDANCE OF DOUBT, HOLDINGS, THE BORROWER OR ANY SUBSIDIARY);
65
(N)
ADDITIONAL INVESTMENTS IN, AND LOANS OR ADVANCES TO, THE DESIGNATED REAL
ESTATE ASSET SUBSIDIARIES IN AN AGGREGATE AMOUNT NOT TO EXCEED $5,900,000; AND
(O)
IN ADDITION TO INVESTMENTS PERMITTED BY PARAGRAPHS (A) THROUGH (N) ABOVE,
ADDITIONAL INVESTMENTS, LOANS AND ADVANCES BY THE BORROWER AND THE SUBSIDIARIES
SO LONG AS THE AGGREGATE AMOUNT INVESTED, LOANED OR ADVANCED PURSUANT TO THIS
PARAGRAPH (O) (DETERMINED WITHOUT REGARD TO ANY WRITE-DOWNS OR WRITE-OFFS OF
SUCH INVESTMENTS, LOANS AND ADVANCES) DOES NOT EXCEED $30,000,000 IN THE
AGGREGATE OUTSTANDING AT ANY TIME.
SECTION 6.05.
MERGERS, CONSOLIDATIONS, SALES OF ASSETS AND ACQUISITIONS.
(A)
MERGE INTO OR CONSOLIDATE WITH ANY OTHER PERSON, OR PERMIT ANY OTHER PERSON TO
MERGE INTO OR CONSOLIDATE WITH IT, OR SELL, TRANSFER, LEASE OR OTHERWISE DISPOSE
OF (IN ONE TRANSACTION OR IN A SERIES OF TRANSACTIONS) ALL OR SUBSTANTIALLY ALL
THE ASSETS (WHETHER NOW OWNED OR HEREAFTER ACQUIRED) OF THE BORROWER, OR
PURCHASE, LEASE OR OTHERWISE ACQUIRE (IN ONE TRANSACTION OR A SERIES OF
TRANSACTIONS) ALL OR ANY SUBSTANTIAL PART OF THE ASSETS OF ANY OTHER PERSON,
EXCEPT THAT IF AT THE TIME THEREOF AND IMMEDIATELY AFTER GIVING EFFECT THERETO
NO EVENT OF DEFAULT OR DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING (I) ANY
WHOLLY OWNED SUBSIDIARY MAY MERGE INTO THE BORROWER IN A TRANSACTION IN WHICH
THE BORROWER IS THE SURVIVING CORPORATION, (II) ANY WHOLLY OWNED SUBSIDIARY MAY
MERGE INTO OR CONSOLIDATE WITH ANY OTHER WHOLLY OWNED SUBSIDIARY IN A
TRANSACTION IN WHICH THE SURVIVING ENTITY IS A WHOLLY OWNED SUBSIDIARY AND NO
PERSON OTHER THAN THE BORROWER OR A WHOLLY OWNED SUBSIDIARY RECEIVES ANY
CONSIDERATION (PROVIDED THAT IF ANY PARTY TO ANY SUCH TRANSACTION IS A LOAN
PARTY, THE SURVIVING ENTITY OF SUCH TRANSACTION SHALL BE A LOAN PARTY) AND
(III) THE BORROWER AND THE SUBSIDIARIES MAY MAKE PERMITTED ACQUISITIONS.
(B)
ENGAGE IN ANY OTHER ASSET SALE EXCEPT:
(I)
(A) ANY SUCH ASSET SALE THE CONSIDERATION FOR WHICH IS AT LEAST 80% CASH,
(B) SUCH CONSIDERATION IS AT LEAST EQUAL TO THE FAIR MARKET VALUE OF THE ASSETS
BEING SOLD, TRANSFERRED, LEASED OR DISPOSED OF, (C) THE FAIR MARKET VALUE OF ALL
ASSETS SOLD, TRANSFERRED, LEASED OR DISPOSED OF PURSUANT TO THIS CLAUSE