OR ACQUIRE STOCK OR SECURITIES OF, OR MAKE CAPITAL CONTRIBUTIONS (BUT NOT OF
ELIGIBLE ACCOUNTS RECEIVABLE) TO, THEIR RESPECTIVE WHOLLY-OWNED SUBSIDIARIES
WHICH ARE QUALIFIED SUBSIDIARY GUARANTORS SO LONG AS ANY SUCH CAPITAL
CONTRIBUTIONS ARE MADE IN COMPLIANCE WITH SECTION 7.18 (IF APPLICABLE);
(N)
THE NON-CANADIAN FOREIGN SUBSIDIARIES MAY PURCHASE OR ACQUIRE
STOCK OR SECURITIES OF, OR MAKE CAPITAL CONTRIBUTIONS TO, OTHER NON-CANADIAN
FOREIGN SUBSIDIARIES;
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(O)
THE NON-CANADIAN FOREIGN SUBSIDIARIES MAY MAKE LOANS AND ADVANCES
TO (I) ONE ANOTHER AND (II) THE BORROWER, PROVIDED THAT ANY AND ALL SUCH LOANS
AND ADVANCES MADE PURSUANT TO THIS CLAUSE (II) ARE (X) IN CASH CONSTITUTING
FUNDS REPATRIATED BY ANY SUCH NON-CANADIAN FOREIGN SUBSIDIARY TO THE BORROWER
AND (Y) SUBORDINATED TO THE OBLIGATIONS ON TERMS SATISFACTORY TO THE
ADMINISTRATIVE AGENT;
(P)
INVESTMENTS BY FOREIGN SUBSIDIARIES WHICH MAY BE DEEMED TO EXIST
AS A RESULT OF THE ENTERING INTO OF HEDGE AGREEMENTS TO THE EXTENT PERMITTED BY
SECTION 8.3(J);
(Q)
SO LONG AS NO DEFAULT OR EVENT OF DEFAULT IS THEN IN EXISTENCE OR
WOULD EXIST IMMEDIATELY AFTER GIVING EFFECT THERETO, THE BORROWER AND ITS
SUBSIDIARIES MAY FROM TIME TO TIME MAKE CASH CAPITAL CONTRIBUTIONS, OR LOANS OR
ADVANCES, TO ANY NON-CANADIAN FOREIGN SUBSIDIARY OF THE BORROWER SO LONG AS
(X) SUCH NON-CANADIAN FOREIGN SUBSIDIARY USES ALL OF THE PROCEEDS THEREFROM
WITHIN 30 DAYS TO EITHER (I) EFFECT A PERMITTED ACQUISITION IN ACCORDANCE WITH
SECTION 7.17 OR (II) MAKE CAPITAL EXPENDITURES AND (Y) THE AMOUNT OF ALL SUCH
CAPITAL CONTRIBUTIONS, LOANS AND ADVANCES, (AS EXPENDED IN CONNECTION WITH THE
RESPECTIVE PERMITTED ACQUISITION OR CAPITAL EXPENDITURE, AS THE CASE MAY BE)
SHALL (AND SHALL BE DEEMED TO) CONSTITUTE A UTILIZATION OF THE RELEVANT BASKET
AMOUNTS IN SECTION 7.17(A)(VI) AND SHALL, WHEN ADDED TO ALL OTHER RELEVANT
EXPENDITURES PURSUANT TO THIS CLAUSE (Q) AND SECTION 7.17, NOT CAUSE EITHER OF
SAID BASKET AMOUNTS TO BE EXCEEDED;
(R)
INVESTMENTS REFERRED TO IN SECTION 8.1(Q);
(S)
LOANS TO HOLDINGS TO THE EXTENT PERMITTED BY SECTIONS 8.6(C), (F),
(H), (J) AND (K); AND
(T)
ANY INVESTMENTS IN ADDITION TO THOSE CONTEMPLATED BY THE
FOREGOING CLAUSES (A) THROUGH (S), PROVIDED THAT ALL INVESTMENTS MADE PURSUANT
TO THIS CLAUSE (T) SHALL BE PERMITTED BY THE SENIOR UNSECURED NOTES DOCUMENTS
AND THE SENIOR SECURED NOTES DOCUMENTS AND SHALL NOT EXCEED $20,000,000 AT ANY
TIME OUTSTANDING.
8.6
Dividends, etc.
Holdings and the Borrower will not, and will not
permit any of their respective Subsidiaries to, declare or pay any dividends
(other than dividends payable solely in common stock of the Person paying such
dividend) or return any capital to, its equityholders or authorize or make any
other distribution, payment or delivery of property or cash to its equityholders
as such, or redeem, retire, purchase or otherwise acquire, directly or
indirectly, for a consideration (other than consideration in the form of common
stock of the Person paying such dividend), any shares of any class of its
capital stock or any other of its equity interests now or hereafter outstanding
(or any warrants for