ANY OBLIGATION OR LIABILITY IN RESPECT OF SUCH
INDEBTEDNESS, (IV) IF THE AMOUNT OF SUCH INDEBTEDNESS IS GREATER THAN
$5,000,000, IT SHALL BE ON TERMS AND CONDITIONS ACCEPTABLE TO AGENT, AND (V) THE
AGGREGATE AMOUNT OF SUCH INDEBTEDNESS PURSUANT TO ALL PERMITTED ACQUISITIONS
SHALL NOT EXCEED $25,000,000 AT ANY TIME OUTSTANDING;
89
(L)
GUARANTEES BY ANY BORROWER OR GUARANTOR OF THE
OBLIGATIONS OF THE OTHER BORROWERS OR GUARANTORS IN FAVOR OF AGENT FOR THE
BENEFIT OF THE SECURED PARTIES;
(M)
INDEBTEDNESS OF ANY FOREIGN SUBSIDIARY; PROVIDED, THAT,
(I) THE OCCURRENCE OF A DEFAULT OR EVENT OF DEFAULT WITH RESPECT THERETO SHALL
NOT RESULT IN, OR PERMIT ANY HOLDER OF ANY INDEBTEDNESS OF ANY BORROWER OR
GUARANTOR TO DECLARE, A DEFAULT OR EVENT OF DEFAULT ON INDEBTEDNESS OF ANY
BORROWER OR GUARANTOR (OTHER THAN THE INDEBTEDNESS OF A BORROWER OR GUARANTOR
ARISING PURSUANT TO A GUARANTEE BY SUCH BORROWER OR GUARANTOR OF SUCH
INDEBTEDNESS OF THE FOREIGN SUBSIDIARY TO THE EXTENT SUCH GUARANTEE IS PERMITTED
UNDER SECTION 9.9(F) ABOVE) OR CAUSE THE PAYMENT THEREOF TO BE ACCELERATED OR
PAYABLE PRIOR TO ITS STATED MATURITY AND (II) BORROWERS AND GUARANTORS SHALL NOT
DIRECTLY OR INDIRECTLY HAVE ANY OBLIGATION OR LIABILITY (WHETHER CONTINGENT OR
OTHERWISE) IN RESPECT OF SUCH INDEBTEDNESS, EXCEPT TO THE EXTENT ARISING UNDER A
GUARANTEE OF SUCH INDEBTEDNESS TO THE EXTENT PERMITTED UNDER
SECTION 9.9(F) ABOVE;
(N)
THE INDEBTEDNESS SET FORTH ON SCHEDULE 9.9 TO THE
INFORMATION CERTIFICATE; PROVIDED, THAT, AS TO ANY SUCH INDEBTEDNESS IN EXCESS
OF $10,000,000, BORROWERS AND GUARANTORS SHALL FURNISH TO AGENT ALL NOTICES OR
DEMANDS IN CONNECTION WITH SUCH INDEBTEDNESS EITHER RECEIVED BY ANY BORROWER OR
GUARANTOR OR ON ITS BEHALF, PROMPTLY AFTER THE RECEIPT THEREOF, OR SENT BY ANY
BORROWER OR GUARANTOR OR ON ITS BEHALF, CONCURRENTLY WITH THE SENDING THEREOF,
AS THE CASE MAY BE
Provided, that, in no event shall the Indebtedness incurred pursuant to Sections
9.9(b), (c), (d), (f), (g), (i) and (k) exceed $600,000,000 in the aggregate
outstanding at any time.
9.10
INVESTMENTS.
EACH BORROWER AND GUARANTOR SHALL NOT, AND SHALL NOT PERMIT
ANY RESTRICTED SUBSIDIARY TO, DIRECTLY OR INDIRECTLY, PURCHASE, HOLD OR ACQUIRE
(INCLUDING PURSUANT TO ANY MERGER WITH ANY PERSON THAT WAS NOT A WHOLLY OWNED
SUBSIDIARY IMMEDIATELY PRIOR TO SUCH MERGER) ANY CAPITAL STOCK, EVIDENCES OF
INDEBTEDNESS OR OTHER SECURITIES (INCLUDING ANY OPTION, WARRANT OR OTHER RIGHT
TO ACQUIRE ANY OF THE FOREGOING) OF, MAKE OR PERMIT TO EXIST ANY LOANS OR
ADVANCES TO, OR MAKE OR PERMIT TO EXIST ANY INVESTMENT OR ANY OTHER INTEREST IN,
ANY OTHER PERSON, OR PURCHASE OR OTHERWISE ACQUIRE (IN ONE TRANSACTION OR A
SERIES OF TRANSACTIONS) ANY ASSETS OF ANY OTHER PERSON CONSTITUTING A BUSINESS
UNIT OR ALL OR A SUBSTANTIAL PART OF THE ASSETS OR PROPERTY OF ANY OTHER PERSON
(WHETHER THROUGH PURCHASE OF ASSETS, MERGER OR OTHERWISE), OR FORM OR ACQUIRE
ANY SUBSIDIARIES, OR AGREE TO DO ANY OF THE FOREGOING (EACH OF THE FOREGOING AN
"INVESTMENT"), EXCEPT:
(A)
PERMITTED INVESTMENTS;
(B)
PERMITTED ACQUISITIONS;
(C)
INVESTMENTS BY