EXISTENCE OR
WOULD EXIST IMMEDIATELY AFTER GIVING EFFECT THERETO, THE BORROWER AND ITS
DOMESTIC SUBSIDIARIES MAY MAKE CAPITAL CONTRIBUTIONS, LOANS OR ADVANCES OR OTHER
INVESTMENTS, TO ANY FOREIGN SUBSIDIARY SO LONG AS THE AGGREGATE AMOUNT OF ALL
SUCH CASH CAPITAL CONTRIBUTIONS, LOANS AND ADVANCES AND OTHER INVESTMENTS MADE
AFTER THE RESTATEMENT EFFECTIVE DATE (WITHOUT GIVING EFFECT TO ANY WRITE-OFFS OR
WRITE-DOWNS THEREOF) DOES NOT EXCEED THE PERMITTED FOREIGN INVESTMENT AMOUNT;
(L)
THE ACQUISITION SHALL BE PERMITTED;
(M)
QUALIFIED CREDIT PARTIES MAY MAKE INTERCOMPANY
LOANS AND ADVANCES TO ONE ANOTHER IN ACCORDANCE WITH SECTION 8.04(B)(I),
PROVIDED THAT EACH SUCH LOAN AND ADVANCE SHALL BE SUBORDINATED TO THE
OBLIGATIONS PURSUANT TO A SUBORDINATION AGREEMENT SUBSTANTIALLY IN THE FORM OF
EXHIBIT L;
(N)
INVESTMENTS ARISING FROM THE RECEIPT BY THE
BORROWER OR ANY OF ITS SUBSIDIARIES OF NON-CASH CONSIDERATION IN CONNECTION WITH
SALES OR DISPOSITIONS OF ASSETS MADE UNDER SECTION 8.02(F) SHALL BE PERMITTED;
(O)
THE BORROWER MAY MAKE LOANS AND ADVANCES TO
HOLDINGS IF, AND TO THE EXTENT THAT, BORROWER WOULD HAVE OTHERWISE BEEN
PERMITTED TO PAY DIVIDENDS IN A LIKE AMOUNT TO HOLDINGS PURSUANT TO
SECTION 8.08(III), (IV), (V) OR (VIII) HEREOF, PROVIDED THAT ANY SUCH LOAN SHALL
REDUCE THE AMOUNT PERMITTED TO BE PAID AS DIVIDENDS PURSUANT TO
SECTION 8.08(III), (IV), (V) OR (VIII), AS THE CASE MAY BE, IN AN AMOUNT EQUAL
TO THE PRINCIPAL AMOUNT OF EACH SUCH LOAN (WITHOUT GIVING EFFECT TO THE
WRITE-DOWN OR WRITE-OFF THEREOF);
(P)
INTERCOMPANY LOANS, IN EACH CASE MADE IN
CONNECTION WITH THE ORIGINAL ACQUISITION AND DESCRIBED IN SCHEDULE 8.06(P);
(Q)
SO LONG AS NO DEFAULT OR EVENT OF DEFAULT IS
IN EXISTENCE OR WOULD EXIST IMMEDIATELY AFTER GIVING EFFECT THERETO, LOANS AND
INVESTMENTS IN, AND ACQUISITION OF INTERESTS IN, JOINT VENTURES, PROVIDED THAT
IN NO EVENT SHALL THE AGGREGATE AMOUNT OF ANY LOAN, INVESTMENT OR ACQUISITION
MADE PURSUANT TO THIS CLAUSE (Q) EXCEED THE PERMITTED JOINT VENTURE AMOUNT AT
THE TIME OF THE RESPECTIVE SUCH LOAN, INVESTMENT OR ACQUISITION; AND
(R)
SO LONG AS NO DEFAULT OR EVENT OF DEFAULT
IS IN EXISTENCE OR WOULD EXIST IMMEDIATELY AFTER GIVING EFFECT THERETO, OTHER
ADVANCES, LOANS AND INVESTMENTS SO LONG AS THE AGGREGATE AMOUNT THEREOF
(DETERMINED AS THE AMOUNT ORIGINALLY ADVANCED, LOANED OR OTHERWISE
67
INVESTED (WITHOUT GIVING EFFECT TO ANY WRITE-DOWNS OR WRITE-OFFS THEREOF), LESS
ANY RETURNS ON THE RESPECTIVE INVESTMENT NOT TO EXCEED THE ORIGINAL AMOUNT
INVESTED) AT NO TIME OUTSTANDING EXCEEDS, WHEN ADDED TO ALL AMOUNTS DEEMED
PURSUANT TO SECTION 7.12(VIII) TO BE A UTILIZATION OF THE BASKET AMOUNT SET
FORTH IN THIS CLAUSE (R), $5,000,000.
8.07
MODIFICATIONS; PREPAYMENTS; ETC.
HOLDINGS WILL NOT, AND WILL NOT PERMIT
ANY OF ITS SUBSIDIARIES TO:
(A)
MAKE (OR GIVE ANY NOTICE OR OFFER IN
RESPECT OF) ANY VOLUNTARY OR OPTIONAL PAYMENT OR PREPAYMENT OR REDEMPTION OR
ACQUISITION FOR VALUE OF, OR PREPAYMENT OR REDEMPTION OF AS A RESULT OF ANY
CHANGE OF CONTROL, ASSET SALE OR SIMILAR EVENT (INCLUDING IN EACH CASE, WITHOUT
LIMITATION, BY WAY OF DEPOSITING WITH THE TRUSTEE WITH