OTHER LOAN
DOCUMENTS.
(C)
PERMIT, CAUSE OR SUFFER TO EXIST (I) ANY DIRECT OR INDIRECT AMENDMENT,
SUPPLEMENT, WAIVER OR OTHER MODIFICATION TO ANY OF THE RECEIVABLES PROGRAM
DOCUMENTS SET FORTH IN SCHEDULE 1.01(E) AND ANY OF THE OTHER MATERIAL
RECEIVABLES PROGRAM DOCUMENTS, UNLESS SUCH AMENDMENT, SUPPLEMENT, WAIVER OR
119
MODIFICATION IS NOT MATERIALLY ADVERSE, WHEN TAKEN AS A WHOLE, TO THE INTERESTS
OF THE LENDERS UNDER THE LOAN DOCUMENTS OR (II) ANY REFINANCING OR REPLACEMENT
OF THE RECEIVABLES PROGRAM DOCUMENTS, PROVIDED THAT (A) SSCC OR ANY SUBSIDIARY
MAY REFINANCE OR REPLACE THE RECEIVABLES PROGRAM DOCUMENTS SO LONG AS THE TERMS
OF THE NEW RECEIVABLES PROGRAM DOCUMENTS ARE REASONABLY ACCEPTABLE TO THE SENIOR
AGENTS, (II) SUCH NEW RECEIVABLES PROGRAM SHALL CONTINUE TO BE NON-RECOURSE TO
SSCC AND THE SUBSIDIARIES, EXCEPT THAT SSCE MAY CONTINUE TO PROVIDE OPERATIONAL
SUPPORT TO SMBI ON THE TERMS NO MORE ONEROUS TO SSCE THAN THE TERMS SET FORTH IN
THE OPERATIONS SUPPORT AGREEMENT AND (III) ANY LIENS ON THE ASSETS OF SSCC AND
THE SUBSIDIARIES PURSUANT TO THE NEW RECEIVABLES PROGRAM ARE LIMITED TO THE
PROGRAM RECEIVABLES AND ANY RETURNED INVENTORY AND INTANGIBLE ASSETS RELATED
THERETO.
SECTION 7.11.
LIMITATION ON DISPOSITIONS OF STOCK OF SUBSIDIARIES.
DIRECTLY OR
INDIRECTLY SELL OR OTHERWISE DISPOSE OF, OR PERMIT ANY OF THE LOAN PARTIES TO
ISSUE TO ANY OTHER PERSON (OTHER THAN TO ANY OTHER LOAN PARTY), ANY SHARES OF
CAPITAL STOCK OR OTHER EQUITY SECURITIES OF (OR WARRANTS, RIGHTS OR OPTIONS TO
ACQUIRE SHARES OR OTHER EQUITY SECURITIES OF) ANY OF THE LOAN PARTIES, EXCEPT
ISSUANCE TO QUALIFIED DIRECTORS IF AND TO THE EXTENT REQUIRED BY APPLICABLE LAW,
PROVIDED THAT NOTHING IN THIS SECTION 7.11 SHALL PROHIBIT ANY DISPOSITION
PERMITTED BY SECTIONS 7.05 AND 7.16 IF SUCH SALE IS STRUCTURED AS THE SALE OF
STOCK OR OTHER EQUITY INTERESTS.
SECTION 7.12.
RESTRICTIONS ON ABILITY OF SUBSIDIARIES TO PAY DIVIDENDS.
PERMIT
ANY SUBSIDIARY TO, DIRECTLY OR INDIRECTLY, VOLUNTARILY CREATE OR OTHERWISE
VOLUNTARILY CAUSE OR SUFFER TO EXIST OR BECOME EFFECTIVE ANY ENCUMBRANCE OR
RESTRICTION ON THE ABILITY OF ANY SUBSIDIARY TO (A) PAY DIVIDENDS OR MAKE ANY
OTHER DISTRIBUTIONS ON ITS CAPITAL STOCK OR ANY OTHER INTEREST OR (B) MAKE OR
REPAY LOANS OR ADVANCES TO ANY LOAN PARTY, EXCEPT FOR ENCUMBRANCES OR
RESTRICTIONS UNDER (I) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, (II) THE
INDENTURES GOVERNING THE SENIOR NOTES (OR ANY REFINANCING THEREOF PURSUANT TO
SECTION 7.01(E)) OR ANY OTHER INDENTURE OR OTHER DOCUMENT GOVERNING INDEBTEDNESS
PERMITTED HEREBY SO LONG AS THE ENCUMBRANCES AND RESTRICTIONS THEREUNDER ARE NO
MORE ONEROUS TO ANY SUBSIDIARY THAN THOSE CONTAINED IN THE INDENTURES GOVERNING
THE SENIOR NOTES (OR ANY REFINANCINGS THEREOF), (III) WITH RESPECT TO ANY
FINSUB, THE RECEIVABLES PROGRAM DOCUMENTS AND, (IV) ANY AGREEMENTS IDENTIFIED ON
SCHEDULE 7.12.
SECTION 7.13.
CAPITAL EXPENDITURES.
INCUR CONSOLIDATED CAPITAL EXPENDITURES IN
ANY FISCAL YEAR IN AN AGGREGATE AMOUNT IN EXCESS OF U.S.$400,000,000; PROVIDED,
HOWEVER, THAT SUCH AMOUNT IN RESPECT OF ANY FISCAL YEAR SHALL BE INCREASED BY
THE SUM OF (A) AN AMOUNT EQUAL TO