NOT EXCEED AT ANY
TIME $17,000,000;
(P)
DEBT OF SUBSIDIARIES WHICH REPRESENTS THE
ASSUMPTION BY SUCH SUBSIDIARIES OF DEBT OF ANOTHER SUBSIDIARY IN CONNECTION WITH
THE MERGER OF SUCH OTHER SUBSIDIARY WITH AND INTO THE ASSUMING SUBSIDIARY OR THE
PURCHASE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF SUCH OTHER SUBSIDIARY;
(Q)
ALL PREMIUMS, INTEREST, FEES, EXPENSES,
INDEMNITIES, CHARGES AND ADDITIONAL OR CONTINGENT INTEREST ON OBLIGATIONS
DESCRIBED IN THIS SECTION 6.12;
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(R)
DEBT AND CONTINGENT LIABILITIES IN
RESPECT OF TAXES, ASSESSMENTS, GOVERNMENTAL CHARGES, TO THE EXTENT THAT PAYMENT
THEREOF IS NOT REQUIRED PURSUANT TO SECTION 6.6;
(S)
DEBT AND CONTINGENT LIABILITIES ARISING
UNDER THE VESSEL FINANCING AGREEMENT, PROVIDED THAT THE AGGREGATE PRINCIPAL
AMOUNT THEREUNDER DOES NOT EXCEED $23,400,000 AT ANY TIME OUTSTANDING;
(T)
UNSECURED DEBT USED TO REPURCHASE CAPITAL
STOCK OF GLDD ACQUISITIONS CORP. FROM FORMER EMPLOYEES, AT ANY TIME OUTSTANDING
NOT TO EXCEED IN THE AGGREGATE $5,000,000;
(U)
CONTINGENT LIABILITIES OTHERWISE PERMITTED
BY THIS AGREEMENT; AND
(V)
OTHER DEBT OF HOLDINGS AND ITS SUBSIDIARIES
IN AN AGGREGATE AMOUNT, DETERMINED ON A CONSOLIDATED BASIS WITH RESPECT TO
HOLDINGS AND ITS SUBSIDIARIES, AT ANY TIME OUTSTANDING NOT TO EXCEED
$10,000,000.
SECTION 6.13
DISPOSITION OF ASSETS; ISSUANCE OF EQUITY.
(A)
EXCEPT FOR PERMITTED LIENS, HOLDINGS WILL
NOT, AND WILL NOT PERMIT ITS SUBSIDIARIES TO, SELL, LEASE, TRANSFER, OR
OTHERWISE DISPOSE OF ITS ASSETS WHETHER NOW OWNED OR HEREAFTER ACQUIRED EXCEPT
FOR
(I)
SALES OF INVENTORY IN THE ORDINARY
COURSE OF BUSINESS,
(II)
THE SALE OR OTHER DISPOSITION OF ANY
INVESTMENT OF THE TYPE DESCRIBED IN CLAUSES (A) THROUGH (E), (H) AND (J) OF
SECTION 6.15,
(III)
A DISPOSITION MADE IN CONNECTION WITH A SALE
AND LEASEBACK TRANSACTION INVOLVING THE SALE OR DISPOSITION OF CAPITAL ASSETS,
PROVIDED (A) SUCH SALE OR DISPOSITION IS FOR AN AMOUNT NOT LESS THAN THE FAIR
MARKET VALUE THEREOF AND (B) ANY DEBT ARISING IN CONNECTION THEREWITH IS
PERMITTED BY SECTION 6.12,
(IV)
A SALE, LEASE OR OTHER DISPOSITION THAT EITHER
(A) IS MADE IN THE ORDINARY COURSE OF BUSINESS FOR FAIR MARKET VALUE, (B) IS A
SALE, LEASE OR TRANSFER FROM HOLDINGS TO ANY SUBSIDIARY OR FROM A SUBSIDIARY TO
HOLDINGS OR ANY OTHER SUBSIDIARY; PROVIDED, THAT, IN THE CASE OF A SALE, LEASE
OR OTHER DISPOSITION BY HOLDINGS OR ANY SUBSIDIARY WHICH IS NOT A LIMITED
SUBSIDIARY TO A LIMITED SUBSIDIARY, THE FAIR MARKET VALUE OF SUCH ASSETS, WHEN
ADDED TO THE OTHER RESTRICTED AMOUNTS THEN OUTSTANDING, SHALL NOT EXCEED AT ANY
TIME $30,000,000 OR (C) IS A LEASE (ON A SHORT-TERM OR LONG-TERM BASIS) TO
ANOTHER PERSON OF ASSETS NO LONGER USEFUL OR NECESSARY IN THE OPERATIONS OF
BUSINESSES OF HOLDINGS AND ITS SUBSIDIARIES,
(V)
A SALE OR OTHER DISPOSITION OF ASSETS NO
LONGER USEFUL OR NECESSARY IN THE OPERATIONS OR BUSINESSES OF HOLDINGS AND ITS
SUBSIDIARIES AND THE PURCHASE PRICE IS NOT LESS THAN THE FAIR MARKET VALUE OF
THE ASSET SOLD OR DISPOSED OF,
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(VI)
A SALE OR OTHER DISPOSITION OF ACCOUNTS
RECEIVABLE ARISING IN THE ORDINARY COURSE