EXTENSION OR USURY LAW OR OTHER LAW WHICH WOULD
PROHIBIT OR FORGIVE IT FROM PAYING ALL OR ANY PORTION OF THE PRINCIPAL OF,
PREMIUM, IF ANY, OR INTEREST ON THE NOTES, WHEREVER ENACTED, NOW OR AT ANY TIME
HEREAFTER IN FORCE, OR WHICH MAY AFFECT THE COVENANTS OR THE PERFORMANCE OF ITS
OBLIGATIONS UNDER THE NOTES, AND BORROWER (TO THE EXTENT IT MAY LAWFULLY DO SO)
HEREBY EXPRESSLY WAIVES ALL BENEFITS OR ADVANTAGES OF ANY SUCH LAW.
7.20
COMPLIANCE WITH LAWS.
BORROWER SHALL COMPLY
WITH, AND SHALL CAUSE EACH PRIMARY OBLIGOR, EACH OTHER SUBSIDIARY AND EACH OTHER
LOAN PARTY TO COMPLY WITH, AND SHALL EXERCISE COMMERCIALLY REASONABLE EFFORTS TO
CAUSE EACH PORTFOLIO ENTITY TO COMPLY WITH, ALL LAWS, RULES, REGULATIONS AND
GOVERNMENTAL ORDERS (FEDERAL, STATE AND LOCAL), INCLUDING ALL ENVIRONMENTAL
LAWS, HAVING APPLICABILITY TO IT OR TO THE BUSINESS OR BUSINESSES AT ANY TIME
CONDUCTED BY IT, WHERE THE FAILURE TO SO COMPLY WOULD HAVE, OR COULD REASONABLY
BE EXPECTED TO HAVE, A MATERIAL ADVERSE EFFECT.
7.21
PAYMENT OF EXTRAORDINARY PROCEEDS.
IF ANY
EXTRAORDINARY TRANSACTION OTHERWISE PERMITTED HEREUNDER WOULD CAUSE TOTAL
OUTSTANDINGS TO EXCEED THE BORROWING BASE, BORROWER SHALL PAY THE AMOUNT OF SUCH
EXCESS TO AGENT BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS ON THE DATE OF
THE CLOSING OF THE APPLICABLE TRANSACTION, TO BE APPLIED BY AGENT UPON RECEIPT
TOWARD THE PREPAYMENT OBLIGATION UNDER SECTION 2.4(B).
7.22
AMENDMENT OF MEXICAN LOAN FACILITY.
BORROWER
AGREES THAT IT WILL CAUSE FC MEXICO, AS A MEMBER OF BMX HOLDING II, LLC (AND NOT
IN ITS CAPACITY AS THE MANAGER OF BMX HOLDING II, LLC) TO VOTE AGAINST OR TO
REFUSE TO CONSENT TO ANY AMENDMENT, MODIFICATION,
31
TERMINATION OR WAIVER OF SECTION 4(H) OF THE LOAN AGREEMENT DATED AS OF APRIL
20, 2007, BY AND BETWEEN MCS TRUST, S.A. DE C.V., SOFOM, E.N.R., AS BORROWER,
AND BMX HOLDING II, LLC, AS LENDER, UNLESS AGENT HAS GIVEN ITS PRIOR WRITTEN
CONSENT TO SUCH ACTION.
7.23
REPLACEMENT OF RAL.
IF THE BORROWER SHALL
REFINANCE OR OTHERWISE REPLACE THE RAL, THE BORROWER SHALL DO SO ONLY WITH A
FINANCING FACILITY IN ALL MATERIAL RESPECTS THE SAME AS THE RAL, INCLUDING,
WITHOUT LIMITATION, AS TO TERM, AMOUNT, FEES, INTEREST AND OTHER COVENANTS, AND
THE BORROWER SHALL GIVE THE AGENT NOTICE OF ANY SUCH PROPOSED NEW FINANCING
FACILITY, TOGETHER WITH COPIES AND A DESCRIPTION THEREOF, NOT FEWER THAN THIRTY
(30) DAYS BEFORE ITS EXECUTION AND DELIVERY.
SECTION 8.
NEGATIVE COVENANTS.
Borrower warrants and represents to and covenants to Lenders and Agent that, so
long as this Agreement is in effect and until the Commitments are terminated and
all of the Loans, together with interest and all other obligations incurred
hereunder are paid in full, Borrower will perform the obligations set forth in
this Section 8 (unless it shall have first procured the written consent of the
Majority Lenders to do otherwise), and will cause each Primary Obligor,
Subsidiary, and other Loan Party to, and will use commercially reasonable
efforts to cause each Portfolio Entity-50% and