ATTORNEY NECESSARY TO CONDUCT BUSINESS OUTSIDE THE UNITED STATES, TO PURSUE OR
CONSUMMATE ASSET ACQUISITIONS OUTSIDE THE UNITED STATES AND TO COLLECT OR
LIQUIDATE ASSETS OR PURSUE LITIGATION RELATED ASSETS OUTSIDE THE UNITED STATES,
WHICH ARE UNDERTAKEN IN THE ORDINARY COURSE OF SUCH RESPECTIVE COMPANY'S
BUSINESS.
8.14
AMENDMENT OF CREDIT AGREEMENTS.
NONE OF
BORROWER, ANY SUBSIDIARY OR ANY PORTFOLIO ENTITY-50% SHALL AMEND, MODIFY OR
EXTEND (OR AGREE TO AMEND, MODIFY OR EXTEND OR GIVE ANY NOTICE OF ANY SORT THE
RESULT OF WHICH WOULD AMEND, MODIFY OR EXTEND (WHETHER OR NOT, WITHOUT
LIMITATION, ANY SUCH EXTENSION WOULD OCCUR PURSUANT TO A RENEWAL OR EXTENSION
OPTION CONTAINED THEREIN OR ANY OTHER TERM THEREOF)) ANY NOTE, CREDIT AGREEMENT,
SECURITY AGREEMENT OR OTHER DOCUMENT, INSTRUMENT OR AGREEMENT EVIDENCING OR
SECURING INDEBTEDNESS OF SUCH ENTITY; PROVIDED THAT BORROWER, ANY SUBSIDIARY OR
ANY PORTFOLIO ENTITY-50% MAY EXTEND THE TERM OF ANY CREDIT FACILITIES OR LOANS
PERMITTED UNDER THE TERMS OF THIS AGREEMENT UNDER FINANCIAL TERMS NO MORE
ONEROUS THAN THOSE PROVIDED FOR IN THE APPLICABLE EXISTING CREDIT FACILITY OR
THEN-EXISTING MARKET CREDIT TERMS.
8.15
USE OF PROCEEDS.
THE PROCEEDS OF LOANS SHALL BE
USED BY BORROWER SOLELY FOR THE PURPOSES DESCRIBED IN SECTION 2.1(B) OF THIS
AGREEMENT.
8.16
PAYMENTS FOR CONSENT.
NONE OF BORROWER OR ANY
SUBSIDIARY OR ANY PORTFOLIO ENTITY-50% SHALL, DIRECTLY OR INDIRECTLY, PAY OR
CAUSE TO BE PAID ANY CONSIDERATION, WHETHER BY WAY OF INTEREST, FEE OR
OTHERWISE, TO ANY LENDER AS AN INDUCEMENT TO ANY CONSENT, WAIVER OR AMENDMENT OF
ANY OF THE TERMS OR PROVISIONS OF ANY LOAN DOCUMENT UNLESS SUCH CONSIDERATION IS
PAID TO ALL LENDERS.
8.17
LIMITATIONS ON DIVIDENDS AND OTHER PAYMENT
RESTRICTIONS AFFECTING SUBSIDIARIES.
BORROWER SHALL NOT, AND SHALL NOT PERMIT
ANY SUBSIDIARY, OR ANY PORTFOLIO ENTITY-50% TO, CREATE, ASSUME OR OTHERWISE
CAUSE OR SUFFER TO EXIST OR TO BECOME EFFECTIVE ANY CONSENSUAL ENCUMBRANCE OR
RESTRICTION ON THE ABILITY OF ANY SUCH PERSON TO:
(I)
PAY ANY DIVIDENDS OR MAKE ANY OTHER
DISTRIBUTION ON ITS STOCK OR OTHER EQUITY INTERESTS TO BORROWER OR ANY OF ITS
SUBSIDIARIES;
(II)
MAKE PAYMENTS ON OR IN RESPECT TO ANY
INDEBTEDNESS OWED TO BORROWER, ANY SUBSIDIARY; OR
(III)
MAKE LOANS OR ADVANCES TO BORROWER OR ANY OF
ITS SUBSIDIARIES OR TO GUARANTEE INDEBTEDNESS OF BORROWER OR ANY OF ITS
SUBSIDIARIES;
other than, in the case of (i), (ii) and (iii),
(1)
PERMITTED RESTRICTIONS ON PAYMENT OF
DIVIDENDS BY FC HOLDINGS EXISTING UNDER AGREEMENTS LISTED ON SCHEDULE 8.17;
37
(2)
RESTRICTIONS WITH RESPECT TO A SUBSIDIARY
OTHER THAN A PORTFOLIO ENTITY, A PRIMARY OBLIGOR OR AN REO AFFILIATE IMPOSED
PURSUANT TO AN AGREEMENT WHICH HAS BEEN ENTERED INTO FOR THE SALE OR DISPOSITION
OF ALL OR SUBSTANTIALLY ALL THE ASSETS (WHICH TERM MAY INCLUDE THE CAPITAL
STOCK) OF SUCH SUBSIDIARY PROVIDED THAT SUCH RESTRICTIONS TERMINATE UPON THE
CLOSING OF SUCH SALE OR DISPOSITION OR TERMINATION OF SUCH AGREEMENT;
(3)
TO THE EXTENT THE SAME RESULT IN A
RESTRICTION OF NON-CASH IN-KIND DISTRIBUTIONS OF SUCH ASSETS, RESTRICTIONS ON
THE TRANSFER BY ANY