EITHER RECEIVED BY HAYNES PARENT OR ON ITS BEHALF, PROMPTLY AFTER THE
RECEIPT THEREOF, OR SENT BY HAYNES PARENT OR ON ITS BEHALF, CONCURRENTLY WITH
THE SENDING THEREOF, AS THE CASE MAY BE; AND
(K)
THE INDEBTEDNESS SET FORTH ON SCHEDULE 9.9 TO THE
INFORMATION CERTIFICATE; PROVIDED, THAT, (I) BORROWERS OR SUCH SUBSIDIARY MAY
NOT MAKE PAYMENTS IN RESPECT OF SUCH INDEBTEDNESS OTHER THAN REGULARLY SCHEDULED
PAYMENTS OF PRINCIPAL AND INTEREST IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT
OR INSTRUMENT EVIDENCING OR GIVING RISE TO SUCH INDEBTEDNESS AS IN EFFECT ON THE
DATE HEREOF, (II) BORROWERS AND SUCH SUBSIDIARY SHALL NOT, DIRECTLY OR
INDIRECTLY, (A) AMEND, MODIFY, ALTER OR CHANGE THE TERMS OF SUCH INDEBTEDNESS OR
ANY AGREEMENT, DOCUMENT OR INSTRUMENT RELATED THERETO AS IN EFFECT ON THE DATE
HEREOF EXCEPT, THAT, BORROWERS AND SUCH SUBSIDIARY MAY, AFTER PRIOR WRITTEN
NOTICE TO AGENT, AMEND, MODIFY, ALTER OR CHANGE THE TERMS THEREOF SO AS TO
EXTEND THE MATURITY THEREOF, OR DEFER THE TIMING OF ANY PAYMENTS IN RESPECT
THEREOF, OR TO FORGIVE OR CANCEL ANY PORTION OF SUCH INDEBTEDNESS (OTHER THAN
PURSUANT TO PAYMENTS THEREOF), OR TO REDUCE THE INTEREST RATE OR ANY FEES IN
CONNECTION THEREWITH, OR TO MAKE ANY COVENANT LESS RESTRICTIVE, OR (B) REDEEM,
RETIRE, DEFEASE, PURCHASE OR OTHERWISE ACQUIRE SUCH INDEBTEDNESS, OR SET ASIDE
OR OTHERWISE DEPOSIT OR INVEST ANY SUMS FOR SUCH PURPOSE (OTHER THAN REQUIRED
PREPAYMENTS OF INDEBTEDNESS INCURRED IN SINGLE ASSET FINANCINGS IN CONNECTION
WITH THE SALE OR OTHER DISPOSITION OF THE ASSETS SO FINANCED PROVIDED SUCH SALE
OR OTHER DISPOSITION IS OTHERWISE PERMITTED HEREUNDER), AND (III) BORROWERS
SHALL FURNISH TO AGENT ALL NOTICES OR DEMANDS IN CONNECTION WITH SUCH
INDEBTEDNESS EITHER RECEIVED BY ANY BORROWER OR ON ITS BEHALF, PROMPTLY AFTER
THE RECEIPT THEREOF, OR SENT BY BORROWER OR ON ITS BEHALF, CONCURRENTLY WITH THE
SENDING THEREOF, AS THE CASE MAY BE.
9.10
LOANS, INVESTMENTS, ETC.
EACH BORROWER SHALL
NOT, AND SHALL NOT PERMIT ANY SUBSIDIARY TO, DIRECTLY OR INDIRECTLY, MAKE ANY
LOANS OR ADVANCE MONEY OR PROPERTY TO ANY PERSON (WHICH SHALL NOT BE DEEMED TO
INCLUDE ACCOUNTS ARISING FROM THE SALE OF GOODS AND SERVICES IN THE ORDINARY
COURSE OF BUSINESS), OR INVEST IN (BY CAPITAL CONTRIBUTION, DIVIDEND OR
OTHERWISE) OR PURCHASE OR REPURCHASE THE CAPITAL STOCK OR INDEBTEDNESS OR ALL OR
A SUBSTANTIAL PART OF THE ASSETS OR PROPERTY OF ANY PERSON, OR FORM OR ACQUIRE
ANY SUBSIDIARIES, OR AGREE TO DO ANY OF THE FOREGOING, EXCEPT:
(A)
THE ENDORSEMENT OF INSTRUMENTS FOR COLLECTION OR DEPOSIT
IN THE ORDINARY COURSE OF BUSINESS;
90
(B)
PERMITTED ACQUISITIONS;
(C)
INVESTMENTS IN CASH OR CASH EQUIVALENTS; PROVIDED, THAT,
WITH RESPECT TO INVESTMENTS IN CASH EQUIVALENTS BY ANY
BORROWER, (I) NO LOANS
ARE THEN OUTSTANDING, EXCEPT THAT NOTWITHSTANDING THAT ANY LOANS ARE
OUTSTANDING, ANY BORROWER MAY FROM TIME TO TIME IN THE ORDINARY COURSE OF
BUSINESS CONSISTENT WITH CURRENT PRACTICES AS OF THE DATE HEREOF (A) MAKE
DEPOSITS OF CASH OR OTHER IMMEDIATELY AVAILABLE FUNDS IN OPERATING DEMAND
DEPOSIT ACCOUNTS USED FOR