AVAILABILITY OF NOT LESS THAN $5,000,000.
7.6.
CAPITAL EXPENDITURES.
CONTRACT FOR, PURCHASE OR MAKE ANY
EXPENDITURE OR COMMITMENTS FOR CAPITAL EXPENDITURES: (A) IN AN AGGREGATE AMOUNT
FOR ALL BORROWERS IN EXCESS OF $35,000,000 FOR THE FISCAL YEAR ENDING DECEMBER
31, 2009; (B) IN AN AGGREGATE AMOUNT FOR ALL BORROWERS IN EXCESS OF $50,000,000
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010; AND (C) IN AN AGGREGATE AMOUNT FOR
ALL BORROWERS IN EXCESS OF $50,000,000 FOR THE FISCAL YEAR ENDING DECEMBER 31,
2011; PROVIDED THAT SUCH AMOUNT SHALL BE SUBJECT TO ADJUSTMENT IN AGENT'S
PERMITTED DISCRETION UPON AGENT'S RECEIPT OF THE PROJECTIONS REQUIRED TO BE
DELIVERED PURSUANT TO SECTION 9.12 HEREOF FOR SUCH FISCAL YEAR.
7.7.
DIVIDENDS.
DECLARE, PAY OR MAKE ANY DIVIDEND OR DISTRIBUTION ON
ANY EQUITY INTERESTS OF ANY BORROWER (OTHER THAN DIVIDENDS OR DISTRIBUTIONS
PAYABLE IN ITS STOCK, OR SPLIT-UPS OR RECLASSIFICATIONS OF ITS STOCK) OR APPLY
ANY OF ITS FUNDS, PROPERTY OR ASSETS TO THE PURCHASE, REDEMPTION OR OTHER
RETIREMENT OF ANY EQUITY INTEREST, OR OF ANY OPTIONS TO PURCHASE OR ACQUIRE ANY
EQUITY INTEREST OF ANY BORROWER, EXCEPT (I) DIVIDENDS OR DISTRIBUTIONS DECLARED,
PAID OR MADE IN FAVOR OF ANOTHER BORROWER, AND (II) ANY PURCHASE, REDEMPTION OR
RETIREMENT IN CONNECTION WITH A TRANSACTION PERMITTED BY SECTION 7.1(A).
7.8.
INDEBTEDNESS.
CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY
INDEBTEDNESS (EXCLUSIVE OF TRADE DEBT, ACCRUED EXPENSES, CURRENT AND DEFERRED
TAX LIABILITIES, AND ACCRUED RESTRUCTURING CHARGES, IN EACH CASE IN ACCORDANCE
WITH THE PAST PRACTICES OF BORROWERS EXISTING AS OF THE CLOSING DATE) EXCEPT IN
RESPECT OF (I) INDEBTEDNESS TO LENDERS; AND (II) INDEBTEDNESS INCURRED FOR
CAPITAL EXPENDITURES PERMITTED UNDER SECTION 7.6 HEREOF.
7.9.
NATURE OF BUSINESS.
SUBSTANTIALLY CHANGE THE NATURE OF THE
BUSINESS IN WHICH IT IS PRESENTLY ENGAGED, NOR EXCEPT AS SPECIFICALLY PERMITTED
HEREBY, PURCHASE OR INVEST, DIRECTLY OR INDIRECTLY, IN ANY ASSETS OR PROPERTY
OTHER THAN IN THE ORDINARY COURSE OF BUSINESS FOR ASSETS OR PROPERTY WHICH ARE
USEFUL IN, NECESSARY FOR AND ARE TO BE USED IN ITS BUSINESS AS PRESENTLY
CONDUCTED.
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7.10.
TRANSACTIONS WITH AFFILIATES.
DIRECTLY OR INDIRECTLY, PURCHASE,
ACQUIRE OR LEASE ANY PROPERTY FROM, OR SELL, TRANSFER OR LEASE ANY PROPERTY TO,
OR OTHERWISE ENTER INTO ANY TRANSACTION OR DEAL WITH, ANY AFFILIATE, EXCEPT (X)
AS PERMITTED BY SECTIONS 7.1(A), 7.4(A), 7.5 AND 7.7, (Y) EMPLOYMENT, EQUITY
COMPENSATION AND RELATED AGREEMENTS AMONG BORROWERS AND ANY OFFICERS AND
DIRECTORS OF BORROWERS, AND (Z) TRANSACTIONS DISCLOSED TO THE AGENT, WHICH ARE
IN THE ORDINARY COURSE OF BUSINESS, ON AN ARM'S-LENGTH BASIS ON TERMS AND
CONDITIONS NO LESS FAVORABLE THAN TERMS AND CONDITIONS WHICH WOULD HAVE BEEN
OBTAINABLE FROM A PERSON OTHER THAN AN AFFILIATE;
7.11.
RESERVED.
7.12.
SUBSIDIARIES.
(A)
FORM ANY SUBSIDIARY UNLESS (I) SUCH SUBSIDIARY EXPRESSLY JOINS IN
THIS AGREEMENT AS A BORROWER AND BECOMES JOINTLY AND SEVERALLY LIABLE FOR THE
OBLIGATIONS OF BORROWERS HEREUNDER, UNDER THE NOTES, AND UNDER ANY OTHER
AGREEMENT BETWEEN ANY BORROWER AND LENDERS AND (II) AGENT SHALL HAVE RECEIVED
ALL DOCUMENTS, INCLUDING LEGAL OPINIONS, IT MAY REASONABLY