(B)
MAKE ANY PAYMENT ON ACCOUNT OF INDEBTEDNESS THAT HAS BEEN
CONTRACTUALLY SUBORDINATED IN RIGHT OF PAYMENT IF SUCH PAYMENT IS NOT PERMITTED
AT SUCH TIME UNDER THE SUBORDINATION TERMS AND CONDITIONS, OR
(C)
DIRECTLY OR INDIRECTLY, AMEND, MODIFY, ALTER, INCREASE, OR CHANGE
ANY OF THE TERMS OR CONDITIONS OF ANY AGREEMENT, INSTRUMENT, DOCUMENT,
INDENTURE, OR OTHER WRITING EVIDENCING OR CONCERNING INDEBTEDNESS PERMITTED
UNDER SECTION 6.1(B).
6.8
CHANGE OF CONTROL. CAUSE OR PERMIT, DIRECTLY OR INDIRECTLY, ANY
CHANGE OF CONTROL.
6.9
CONSIGNMENTS. CONSIGN ANY OF THEIR INVENTORY OR SELL ANY OF THEIR
INVENTORY ON BILL AND HOLD, SALE OR RETURN, SALE ON APPROVAL, OR OTHER
CONDITIONAL TERMS OF SALE.
6.10
DISTRIBUTIONS. OTHER THAN DISTRIBUTIONS OR DECLARATION AND PAYMENT
OF DIVIDENDS BY A BORROWER TO ANOTHER BORROWER, BY ANY SUBSIDIARY TO A BORROWER,
OR BY ANY FOREIGN SUBSIDIARY TO ANY OTHER SUBSIDIARY, MAKE ANY DISTRIBUTION OR
DECLARE OR PAY ANY DIVIDENDS (IN CASH OR OTHER PROPERTY, OTHER THAN COMMON
STOCK) ON, OR PURCHASE, ACQUIRE, REDEEM, OR RETIRE ANY OF ANY STOCK OF ANY
BORROWER, OF ANY CLASS, WHETHER NOW OR HEREAFTER OUTSTANDING.
6.11
ACCOUNTING METHODS. MODIFY OR CHANGE THEIR FISCAL YEAR OR
MATERIALLY MODIFY OR CHANGE THEIR METHOD OF ACCOUNTING (OTHER THAN AS MAY BE
REQUIRED TO CONFORM TO GAAP) OR ENTER INTO, MODIFY, OR TERMINATE ANY AGREEMENT
CURRENTLY EXISTING OR AT ANY TIME HEREAFTER ENTERED INTO WITH ANY THIRD PARTY
ACCOUNTING FIRM OR SERVICE BUREAU FOR THE PREPARATION OR STORAGE OF BORROWERS'
ACCOUNTING RECORDS IN A MANNER THAT WOULD RESULT IN SAID ACCOUNTING FIRM OR
SERVICE BUREAU DECLINING TO PROVIDE AGENT INFORMATION REGARDING BORROWERS' AND
THEIR SUBSIDIARIES' FINANCIAL CONDITION.
6.12
INVESTMENTS. EXCEPT FOR PERMITTED INVESTMENTS, DIRECTLY OR
INDIRECTLY, MAKE OR ACQUIRE ANY INVESTMENT, OR INCUR ANY LIABILITIES (INCLUDING
CONTINGENT OBLIGATIONS) OTHER THAN INDEBTEDNESS PERMITTED UNDER SECTION 6.1 FOR
OR IN CONNECTION WITH ANY INVESTMENT; PROVIDED, HOWEVER, THAT BORROWERS SHALL
NOT HAVE PERMITTED INVESTMENTS (OTHER THAN IN THE CASH MANAGEMENT ACCOUNTS) IN
DEPOSIT ACCOUNTS OR SECURITIES ACCOUNTS IN AN AGGREGATE AMOUNT IN EXCESS OF
$50,000 IN EACH OF THE UNITED STATES, THE UNITED KINGDOM, FRANCE AND JAPAN AT
ANY ONE TIME UNLESS ADMINISTRATIVE BORROWER AND THE APPLICABLE SECURITIES
INTERMEDIARY OR BANK HAVE ENTERED INTO CONTROL AGREEMENTS (OR HAVE OTHERWISE
PROVIDED SUFFICIENT SECURITY TO AGENT'S SATISFACTION) GOVERNING SUCH PERMITTED
INVESTMENTS IN ORDER TO PERFECT (AND FURTHER ESTABLISH) THE AGENT'S LIENS IN
SUCH PERMITTED INVESTMENTS. SUBJECT TO THE FOREGOING PROVISO, BORROWERS SHALL
NOT ESTABLISH OR MAINTAIN ANY DEPOSIT ACCOUNT OR SECURITIES ACCOUNT UNLESS AGENT
SHALL HAVE RECEIVED A CONTROL AGREEMENT IN RESPECT OF SUCH DEPOSIT ACCOUNT OR
SECURITIES ACCOUNT.
36
6.13
TRANSACTIONS WITH AFFILIATES. DIRECTLY OR INDIRECTLY ENTER INTO OR
PERMIT TO EXIST ANY TRANSACTION WITH ANY AFFILIATE OF ANY BORROWER EXCEPT FOR
TRANSACTIONS THAT (A) ARE UPON FAIR AND REASONABLE TERMS, AND (B) ARE NO LESS
FAVORABLE TO BORROWERS OR THEIR RESPECTIVE SUBSIDIARIES, AS APPLICABLE, THAN
WOULD BE OBTAINED IN AN ARM'S LENGTH TRANSACTION WITH A NON-AFFILIATE.
6.14
USE OF PROCEEDS. USE THE PROCEEDS OF:
(A) THE ADVANCES FOR ANY
PURPOSE