FairPoint Communications 2004 Annual Report Download - page 269

(i) the Borrower and its Subsidiaries may (x) establish and/or create Subsidiaries in accordance with the provisions of Section 7.07
and (y) make Investments therein as otherwise provided in this Section 7.06;
(j) Permitted Acquisitions may be consummated in accordance with the requirements of Section 6.10;
(k) the Borrower and its Subsidiaries may acquire and hold investments consisting of non-cash consideration received from sales of
assets effected in accordance with the requirements of Section 7.02(f);
(l) so long as no Default or Event of Default exists or would exist immediately after giving effect to the respective Investment, the
Borrower and its Qualified Subsidiaries shall be permitted to make Investments in (x) any Restricted Investment Entity on any date in an amount (in
the case of a non-cash Investment, taking the fair market value of the asset so invested (as determined in good faith by senior management of the
Borrower)) not to exceed the Available Basket Amount on such date (after giving effect to all prior and contemporaneous adjustments thereto, except
as a result of such Investment) and (y) any Unrestricted Subsidiary on any date in an amount (in the case of a non-cash Investment, taking the fair
market value of the asset so invested (as determined in good faith by senior management of the Borrower)) not to exceed the Available Basket Sub-
Limit on such date (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Investment), provided that in
no event shall the aggregate amount of Investments made in Restricted Investment Entities and Unrestricted Subsidiaries in reliance on this Section
7.06(l) the equity interests of which are not pledged pursuant to the Pledge Agreement (for such purpose, determined without giving effect to any
write-downs or write-offs thereof and, in the case of a non-cash Investment, taking the fair market value of the asset so invested (as determined in
good faith by senior management of the Borrower)) exceed $45,000,000.
(m) the Borrower and its Subsidiaries may from time to time make additional Investments in an amount (in the case of a non-cash
Investment, taking the fair market value of the asset so invested (as determined in good faith by the Board of Directors of the Borrower)) not to exceed
the amount of Cumulative Distributable Cash at such time (determined as of the date of the making of such Investment, after giving effect to all prior
and contemporaneous adjustments thereto, except as a result of such Investment), so long as (i) no Default or Event of Default is then in existence or
would exist immediately after giving effect thereto, (ii) no Dividend Suspension Period is then in effect, (iii) the Minimum Liquidity Condition is
satisfied at such time (before and after giving effect to the respective Investment) and (iv) the Borrower shall have delivered an officer’s certificate on
the date of the proposed Investment certifying that the Cumulative Distributable Cash on such date (after giving effect to all prior and
contemporaneous adjustments thereto, except as a result of such Investment) exceeds the aggregate amount of the proposed Investment; and
(n) so long as no Default or Event of Default then exists or would exist immediately after giving effect to the respective Investment, the
Borrower and its
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