IN A CERTIFICATE OF A FINANCIAL OFFICER OF THE
BORROWER DELIVERED TO THE ADMINISTRATIVE AGENT, NOT IN EXCESS OF $2,500,000 IN
ANY FISCAL YEAR;
(XVI)
INVESTMENTS ARISING OUT OF THE RECEIPT BY THE COMPANY OR ANY OF ITS
SUBSIDIARIES OF NON-CASH CONSIDERATION FOR THE SALE OF ASSETS PERMITTED UNDER
SECTION 7.05;
(XVII)
THE COMPANY AND ITS SUBSIDIARIES MAY MAKE EXPENDITURES IN RESPECT
OF PERMITTED BUSINESS ACQUISITIONS; AND
(XVIII)
OTHER INVESTMENTS NOT OTHERWISE PERMITTED BY THIS SECTION 7.06 IN
AN AGGREGATE AMOUNT (DETERMINED WITHOUT REGARD TO ANY WRITE-DOWNS OR WRITE-OFFS
OF ANY SUCH INVESTMENTS CONSTITUTING INDEBTEDNESS BUT EXCLUDING ANY PORTION
THEREOF FUNDED WITH PROCEEDS OF A QUALIFYING EQUITY ISSUANCE OR WITH UNAPPLIED
EXCESS CASH FLOW) AT ANY TIME OUTSTANDING NOT EXCEEDING THE SUM OF $5,000,000;
provided that no Group Company may make or own any Investment in Margin Stock in
violation of any applicable Law.
(B)
ASSET ACQUISITIONS.
NO GROUP COMPANY WILL MAKE ANY ACQUISITION OF
ASSETS OUTSIDE THE ORDINARY COURSE OF BUSINESS; PROVIDED THAT (I) DR ACQUISITION
MAY EFFECT THE ACQUISITION (SUBJECT TO COMPLIANCE WITH THE APPLICABLE CONDITIONS
PRECEDENT SET FORTH IN ARTICLE IV) AND (II) THE COMPANY AND ITS SUBSIDIARIES MAY
MAKE (A) INVESTMENTS PERMITTED BY SECTION 7.06(A), (B) ACQUISITION OF ASSETS
PERMITTED PURSUANT TO THE THIRD PARAGRAPH OF SECTION 7.05, (C) ACQUISITIONS OF
ASSETS NOT CONSTITUTING
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A BUSINESS ACQUISITION INVOLVING EXPENDITURES NOT IN EXCESS OF $5,000,000 PER
YEAR AND (D) PERMITTED BUSINESS ACQUISITIONS.
SECTION 7.07
RESTRICTED PAYMENTS, ETC.
NONE OF THE GROUP COMPANIES WILL
DECLARE OR PAY ANY RESTRICTED PAYMENTS (OTHER THAN RESTRICTED PAYMENTS PAYABLE
SOLELY IN EQUITY INTERESTS (EXCLUSIVE OF DEBT EQUIVALENTS) OF SUCH PERSON),
EXCEPT THAT:
(I)
ANY WHOLLY-OWNED SUBSIDIARY OF THE COMPANY MAY MAKE RESTRICTED
PAYMENTS TO THE COMPANY OR TO ANY WHOLLY-OWNED SUBSIDIARY OF THE BORROWER;
(II)
ANY NON-WHOLLY-OWNED SUBSIDIARY OF THE COMPANY MAY MAKE
RESTRICTED PAYMENTS TO THE COMPANY OR TO ANY WHOLLY-OWNED SUBSIDIARY OF THE
COMPANY OR RATABLY TO ALL HOLDERS OF ITS OUTSTANDING EQUITY INTERESTS;
(III)
HOLDINGS MAY REDEEM OR REPURCHASE EQUITY INTERESTS (OR EQUITY
EQUIVALENTS) OR MAKE RESTRICTED PAYMENTS TO DR SHAREHOLDERS LLC TO ENABLE DR
SHAREHOLDERS LLC TO REDEEM OR REPURCHASE EQUITY INTERESTS (OR EQUITY
EQUIVALENTS) FROM (A) OFFICERS, EMPLOYEES, DIRECTORS AND CONSULTANTS OF ANY
GROUP COMPANY (OR THEIR ESTATES, SPOUSES OR FORMER SPOUSES) UPON THE DEATH,
PERMANENT DISABILITY, RETIREMENT OR TERMINATION OF EMPLOYMENT OF ANY SUCH PERSON
OR OTHERWISE IN ACCORDANCE WITH (X) THE STOCKHOLDERS' AGREEMENT, (Y) ANY EQUITY
OR STOCK BASED PLAN OR ANY EMPLOYEE STOCK OWNERSHIP PLAN MAINTAINED BY HOLDINGS
OR DR SHAREHOLDERS LLC OR ANY OF THEIR RESPECTIVE SUBSIDIARIES, OR (Z) ANY
EMPLOYMENT OR CONSULTING AGREEMENT SET FORTH ON SCHEDULE 7.07(III) HERETO OR (B)
OTHER HOLDERS OF EQUITY INTERESTS OR EQUITY EQUIVALENTS IN HOLDINGS OR DR
SHAREHOLDERS LLC, SO LONG AS THE PURPOSE OF SUCH PURCHASE IS TO ACQUIRE COMMON
STOCK FOR REISSUANCE TO NEW OFFICERS, EMPLOYEES AND DIRECTORS (OR THEIR ESTATES)
OF ANY GROUP COMPANY, TO THE EXTENT SO REISSUED WITHIN 12 MONTHS OF ANY SUCH
PURCHASE; PROVIDED THAT IN ALL SUCH