LOAN DOCUMENTS;
(C)
ANY INDUSTRIAL REVENUE BONDS, PURCHASE MONEY MORTGAGES OR
FINANCING LEASES PERMITTED BY THIS AGREEMENT (IN WHICH CASES, ANY PROHIBITION OR
LIMITATION SHALL ONLY BE EFFECTIVE AGAINST THE ASSETS FINANCED THEREBY);
(D)
LEASES OR OTHER DOCUMENTS CONTAINING RESTRICTIONS ON ASSIGNMENT
ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS;
(E)
LICENSING AGREEMENTS OR MANAGEMENT AGREEMENTS WITH CUSTOMARY
PROVISIONS RESTRICTING ASSIGNMENT, ENTERED INTO IN THE ORDINARY COURSE OF
BUSINESS;
(F)
JOINT VENTURE AGREEMENTS CONTAINING CUSTOMARY AND STANDARD
PROVISIONS REGARDING OWNERSHIP AND DISTRIBUTION OF THE ASSETS OR EQUITY
INTERESTS OF SUCH JOINT VENTURE;
(G)
AGREEMENTS THAT NEITHER RESTRICT THE AGENTS' AND LENDERS' ABILITY
TO OBTAIN FIRST PRIORITY LIENS ON COLLATERAL INCLUDED IN A BORROWING BASE NOR
RESTRICT THE AGENTS' AND LENDERS' ABILITY TO EXERCISE THE REMEDIES AVAILABLE TO
THEM UNDER APPLICABLE LAW AND THE SECURITY DOCUMENTS, SUBJECT TO LIENS PERMITTED
HEREUNDER; PROVIDED THAT, IN NO EVENT SHALL SUCH AGREEMENTS RESTRICT THE PAYMENT
OF THE LOANS AND OTHER OBLIGATIONS;
(H)
AGREEMENTS ENTERED INTO BY A LOAN PARTY WITH A THIRD PARTY
CUSTOMER OR SUPPLIER OF SUCH LOAN PARTY IN THE ORDINARY COURSE OF BUSINESS WITH
RESPECT TO A TRANSACTION THAT PLACES RESTRICTIONS ON A PORTION OF THE CASH OF
SUCH LOAN PARTY IN AN AMOUNT REASONABLY RELATED TO THE AMOUNT OF SUCH
TRANSACTION ON TERMS CONSISTENT WITH THE PAST PRACTICE OF SUCH LOAN PARTY;
86
(I)
AGREEMENTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS WITH
COMMODITY STORAGE, TRANSPORTATION AND/OR PROCESSING FACILITIES THAT PROHIBIT
LIENS ON THE COMMODITIES THAT ARE THE SUBJECT THEREOF AND WHICH SHALL NOT BE
INCLUDED IN ANY BORROWING BASE; AND
(J)
AGREEMENTS PURPORTING TO PROHIBIT THE EXISTENCE OF ANY LIENS
UPON, OR TRANSFERRING OF ANY INTEREST IN, ANY EXCLUDED ASSET (AS SUCH TERM IS
DEFINED IN THE SECURITY AGREEMENT).
8.12
Limitation on Lines of Business.
Enter into any material line of
business except for those lines of business in which the Loan Parties are
engaged on the Closing Date and activities reasonably related or incidental
thereto.
8.13
Governing Documents.
Amend its Governing Documents, in any manner
that could reasonably be expected to be materially adverse to the interests of
the Lenders and the Agents, without the prior written consent of the Required
Lenders, which shall not be unreasonably withheld or delayed.
8.14
Limitation on Modification of Risk Management Policy.
Modify or
fail to adhere with the terms of the Risk Management Policy except as permitted
by Section 7.10(a).
SECTION 9.
EVENTS OF DEFAULT
9.1
Events of Default.
If any of the following events shall occur and
be continuing:
(A)
(I) ANY BORROWER SHALL FAIL TO PAY ANY PRINCIPAL OF ANY REVOLVING
CREDIT LOAN OR REIMBURSEMENT OBLIGATION WHEN DUE IN ACCORDANCE WITH THE TERMS
THEREOF OR HEREOF; OR (II) ANY BORROWER SHALL FAIL TO PAY ANY INTEREST ON ANY
LOAN OR REIMBURSEMENT OBLIGATION, OR ANY OTHER AMOUNT PAYABLE HEREUNDER OR UNDER
THE OTHER LOAN DOCUMENTS, WITHIN FIVE (5) CALENDAR DAYS AFTER SUCH INTEREST OR
OTHER AMOUNT BECOMES DUE AND PAYABLE IN ACCORDANCE WITH THE TERMS THEREOF OR
HEREOF;