SHORTER PERIOD AS THE COLLATERAL AGENT MAY AGREE TO.
8.18
USE OF PROCEEDS.
NO BORROWER SHALL, NOR SHALL IT PERMIT ANY OF ITS
SUBSIDIARIES, TO USE THE PROCEEDS OF LOANS MADE HEREUNDER FOR ANY PURPOSE WHICH
IS NOT PERMITTED BY SECTION 6.23.
8.19
NO EXCESS CASH.
NO BORROWER SHALL, NOR SHALL IT PERMIT ANY
DOMESTIC RESTRICTED SUBSIDIARY TO, DIRECTLY OR INDIRECTLY, MAINTAIN IN THE
AGGREGATE IN ALL OF THE ACCOUNTS DESCRIBED IN SCHEDULE 6.21(F) TOTAL CASH AND
CASH EQUIVALENTS IN EXCESS OF $10,000,000 AT ANY TIME DURING WHICH ANY LOANS ARE
OUTSTANDING EXCEPT FOR ANY SUCH EXCESS MAINTAINED IN THE MASTER COLLECTION
ACCOUNT.
8.20
AMENDMENTS OR MODIFICATIONS TO SENIOR SECURED NOTES.
NO BORROWER
SHALL, NOR SHALL IT PERMIT ANY OF ITS SUBSIDIARIES TO, DIRECTLY OR INDIRECTLY,
EITHER:
(A)
AMEND, MODIFY, WAIVE OR SUPPLEMENT, OR CAUSE TO BE AMENDED,
MODIFIED, WAIVED OR SUPPLEMENTED, ANY PROVISION OF THE SENIOR SECURED NOTES
INDENTURE OR THE TERMS OF THE SENIOR SECURED NOTES, UNLESS SUCH AMENDMENT,
MODIFICATION, WAIVER OR SUPPLEMENT IS APPROVED BY THE ADMINISTRATIVE AGENT AND,
IF ADVERSE TO THE INTERESTS OF THE LENDERS (AS DETERMINED BY THE
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ADMINISTRATIVE AGENT IN ITS SOLE REASONABLE DISCRETION AFTER REASONABLE ADVANCE
NOTICE OF SUCH PROPOSED CHANGE), BY THE REQUIRED LENDERS; OR
(B)
MAKE ANY PRINCIPAL PAYMENT ON, PURCHASE, DEFEASE, REDEEM, PREPAY,
DECREASE OR OTHERWISE ACQUIRE OR RETIRE FOR VALUE, PRIOR TO ANY SCHEDULED FINAL
MATURITY, ANY SENIOR SECURED NOTES, EXCEPT AS REQUIRED BY THE SENIOR SECURED
NOTES INDENTURE.
8.21
ANTI-TERRORISM LAW; ANTI-MONEY LAUNDERING.
NO BORROWER SHALL
DIRECTLY OR INDIRECTLY:
(A) (I) KNOWINGLY CONDUCT ANY BUSINESS OR ENGAGE IN
MAKING OR RECEIVING ANY CONTRIBUTION OF FUNDS, GOODS OR SERVICES TO OR FOR THE
BENEFIT OF ANY PERSON DESCRIBED IN SECTION 6.24(B), (II) KNOWINGLY DEAL IN, OR
OTHERWISE ENGAGE IN ANY TRANSACTION RELATING TO, ANY PROPERTY OR INTERESTS IN
PROPERTY BLOCKED PURSUANT TO THE EXECUTIVE ORDER OR ANY OTHER ANTI-TERRORISM
LAW, OR (III) KNOWINGLY ENGAGE IN OR CONSPIRE TO ENGAGE IN ANY TRANSACTION THAT
EVADES OR AVOIDS, OR HAS THE PURPOSE OF EVADING OR AVOIDING, OR ATTEMPTS TO
VIOLATE, ANY OF THE PROHIBITIONS SET FORTH IN ANY ANTI-TERRORISM LAW (AND EACH
BORROWER SHALL DELIVER TO THE LENDERS ANY CERTIFICATION OR OTHER EVIDENCE
REQUESTED FROM TIME TO TIME BY ANY LENDER IN ITS REASONABLE DISCRETION,
CONFIRMING SUCH BORROWER'S COMPLIANCE WITH THIS SECTION 8.21) OR (B) CAUSE OR
PERMIT ANY OF THE FUNDS OF ANY BORROWER OR ANY CREDIT PARTY THAT ARE USED TO
REPAY THE LOAN TO BE DERIVED FROM ANY UNLAWFUL ACTIVITY WITH THE RESULT THAT THE
MAKING OF THE LOANS WOULD BE IN VIOLATION OF LAW.
ARTICLE IX
FINANCIAL COVENANTS
The Borrowers hereby agree that, so long as any of the Commitments remain in
effect or any Loan or L/C Obligation remains outstanding and unpaid or in any
other amount is owing to any Lender or Administrative Agent hereunder, the
Borrowers shall not directly or indirectly:
9.1
CAPITAL EXPENDITURES.
MAKE, NOR PERMIT ANY OF THEIR RESTRICTED
SUBSIDIARIES TO, MAKE ANY CONSOLIDATED CAPITAL EXPENDITURES, EXCEPT THAT
BORROWERS