OTHER INVESTMENTS PERMITTED BY THE
BORROWER'S INVESTMENT POLICY AS OF THE DATE HEREOF IN THE FORM ATTACHED AT
SCHEDULE 27 (INVESTMENT POLICY);
(C)
INVESTMENTS BY THE BORROWER OR ANY OF ITS
SUBSIDIARIES IN THE FORM OF PERMITTED ACQUISITIONS OR PERMITTED JOINT VENTURE
INVESTMENTS; PROVIDED THAT THE AMOUNT OF ANY SUCH INVESTMENTS IN A FOREIGN
SUBSIDIARY (OR ANY ENTITY THAT WOULD CONSTITUTE A FOREIGN SUBSIDIARY IF THE
BORROWER OR ONE OF ITS SUBSIDIARIES OWNED MORE THAN FIFTY PERCENT (50%) OF THE
OUTSTANDING CAPITAL STOCK OF SUCH ENTITY) SHALL NOT EXCEED THE FOREIGN
INVESTMENT LIMITATION AS OF THE DATE OF SUCH INVESTMENT;
(D)
HEDGING AGREEMENTS PERMITTED PURSUANT TO
CLAUSE 21.11 (HEDGING AGREEMENTS) AND ANY INTEREST RATE CAP AGREEMENT AND
INVESTMENTS IN COLLATERAL ACCOUNTS SECURING ANY HEDGING AGREEMENTS AND INTEREST
RATE CAP AGREEMENT;
(E)
PURCHASES OF ASSETS IN THE ORDINARY COURSE
OF TRADING;
(F)
INVESTMENTS IN THE FORM OF LOANS AND
ADVANCES TO EMPLOYEES IN THE ORDINARY COURSE OF TRADING, WHICH, IN AGGREGATE, DO
NOT EXCEED AT ANY TIME FIVE HUNDRED THOUSAND DOLLARS (US$500,000);
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(G)
INTERCOMPANY FINANCIAL INDEBTEDNESS
PERMITTED PURSUANT TO CLAUSE 22.1(E) (LIMITATIONS ON FINANCIAL INDEBTEDNESS);
(H)
LOANS TO ONE (1) OR MORE OFFICERS OR OTHER
EMPLOYEES OF THE BORROWER OR ITS SUBSIDIARIES IN CONNECTION WITH SUCH OFFICERS'
OR EMPLOYEES' ACQUISITION OF CAPITAL STOCK OF THE BORROWER IN THE ORDINARY
COURSE OF TRADING, CONSISTENT WITH THE BORROWER'S EQUITY INCENTIVE PLAN, WHICH,
IN AGGREGATE, DO NOT EXCEED AT ANY TIME FIVE HUNDRED THOUSAND DOLLARS
(US$500,000);
(I)
ENDORSEMENT OF CHEQUES OR BANK DRAFTS
FOR DEPOSIT OR COLLECTION IN THE ORDINARY COURSE OF TRADING;
(J)
PERFORMANCE, SURETY AND APPEAL BONDS;
(K)
INVESTMENTS CONSISTING OF NON-CASH
CONSIDERATION RECEIVED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES FROM THE SALE
OF ASSETS OR CAPITAL STOCK OF A SUBSIDIARY AS PERMITTED BY THIS AGREEMENT; AND
(L)
INVESTMENTS IN GLOBALTOUCH (WEST AFRICA)
LIMITED PROVIDED THAT:
(I)
THE AMOUNT OF SUCH INVESTMENT DOES NOT
EXCEED FIVE MILLION DOLLARS (US$5,000,000) INCLUDING ANY SUCH INVESTMENT MADE
PRIOR TO THE DATE OF THIS AGREEMENT;
(II)
THE INVESTMENT COMPLIES WITH
PARAGRAPHS (B), (D) AND (E) OF THE DEFINITION OF PERMITTED JOINT VENTURE
INVESTMENTS; AND
(III)
THE BORROWER SHALL DELIVER SUCH INFORMATION
RELATING TO THE INVESTMENT AS THE COFACE AGENT MAY REASONABLY REQUEST.
22.4
LIMITATIONS ON MERGERS AND LIQUIDATIONS
Not merge, consolidate or enter into any similar combination with any other
person or liquidate, wind-up or dissolve itself (or suffer any liquidation or
dissolution) except:
(A)
ANY WHOLLY-OWNED SUBSIDIARY OF THE BORROWER
MAY BE MERGED OR CONSOLIDATED WITH OR INTO THE BORROWER (PROVIDED THAT THE
BORROWER SHALL BE THE CONTINUING OR SURVIVING PERSON) OR WITH OR INTO ANY
SUBSIDIARY GUARANTOR (PROVIDED THAT THE SUBSIDIARY GUARANTOR SHALL BE THE
CONTINUING OR SURVIVING PERSON);
(B)
ANY WHOLLY-OWNED SUBSIDIARY MAY SELL, LEASE,
TRANSFER OR OTHERWISE DISPOSE OF ANY OR ALL OF ITS ASSETS (UPON VOLUNTARY
LIQUIDATION OR OTHERWISE) TO THE BORROWER OR ANY OTHER WHOLLY-OWNED SUBSIDIARY;
(PROVIDED THAT IF THE TRANSFEROR IN SUCH A TRANSACTION IS A SUBSIDIARY
GUARANTOR, THEN THE TRANSFEREE MUST EITHER BE THE