UPON ANY RATE MANAGEMENT TRANSACTIONS
EXCEPT FOR THOSE ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS FOR BONA FIDE
HEDGING PURPOSES AND NOT FOR SPECULATIVE PURPOSES.
6.18.
SUBSIDIARY COVENANTS.
EXCEPT FOR (I) CONSENSUAL ENCUMBRANCES OR
RESTRICTIONS APPLICABLE TO ANY SUBSIDIARY THAT IS NOT A WHOLLY-OWNED SUBSIDIARY,
WHICH ENCUMBRANCES OR RESTRICTIONS ARE APPROVED BY THE ADMINISTRATIVE AGENT AND
ARE SUBJECT TO THE CONSENT OF OR WAIVER BY ALL OR A PERCENTAGE OF THE HOLDERS OF
THE EQUITY OF SUCH SUBSIDIARY, AND (II) CUSTOMARY AND MARKET TERMS AND
CONDITIONS SET FORTH IN AGREEMENTS, DOCUMENTS AND INSTRUMENTS EVIDENCING FOREIGN
SUBSIDIARIES' BILATERAL LINES OF CREDIT (SO LONG AS SUCH LINES OF CREDIT ARE
OTHERWISE PERMITTED HEREUNDER), THE BORROWER WILL NOT, AND WILL NOT PERMIT ANY
SUBSIDIARY TO, CREATE OR OTHERWISE CAUSE TO BECOME EFFECTIVE ANY CONSENSUAL
ENCUMBRANCE OR RESTRICTION OF ANY KIND ON THE ABILITY OF ANY SUBSIDIARY (I) TO
PAY DIVIDENDS OR MAKE ANY OTHER DISTRIBUTION ON ITS STOCK, (II) TO PAY ANY
INDEBTEDNESS OR OTHER OBLIGATION OWED TO THE BORROWER OR ANY OTHER SUBSIDIARY,
(III) TO MAKE LOANS OR ADVANCES OR OTHER INVESTMENTS IN THE BORROWER OR ANY
OTHER SUBSIDIARY, OR (IV) OTHER THAN PURSUANT TO ANY RECEIVABLES PURCHASE
DOCUMENT, CAPITALIZED LEASE OR OPERATING LEASE, TO SELL, TRANSFER OR OTHERWISE
CONVEY ANY OF ITS PROPERTY TO THE BORROWER OR ANY OTHER SUBSIDIARY.
6.19.
CONTINGENT OBLIGATIONS.
THE BORROWER WILL NOT, NOR WILL IT PERMIT
ANY SUBSIDIARY TO, MAKE OR SUFFER TO EXIST ANY CONTINGENT OBLIGATION (INCLUDING,
WITHOUT LIMITATION, ANY CONTINGENT OBLIGATION WITH RESPECT TO THE OBLIGATIONS OF
A SUBSIDIARY), EXCEPT (I) BY ENDORSEMENT OF INSTRUMENTS FOR DEPOSIT OR
COLLECTION IN THE ORDINARY COURSE OF BUSINESS, (II) THE REIMBURSEMENT
OBLIGATIONS, (III) ANY GUARANTY OF THE SECURED OBLIGATIONS, (IV) ANY GUARANTY
PURSUANT TO ANY OF THE NOTE DOCUMENTS, (V) ANY GUARANTY OF ANY INDEBTEDNESS
PERMITTED BY SECTION 6.14, ANY RENTALS PERMITTED BY SECTION 6.25 OR ACCOUNTS
PAYABLE AND ACCRUED EXPENSES ARISING IN THE ORDINARY COURSE OF A SUBSIDIARY'S
BUSINESS AND (VI) SUCH CONTINGENT OBLIGATIONS OF THE BORROWER OR ANY OF ITS
SUBSIDIARIES ARISING UNDER THE RECEIVABLES PURCHASE DOCUMENTS.
6.20.
AMENDMENTS TO NOTE DOCUMENTS AND SUBORDINATED DEBT.
THE BORROWER
WILL NOT, AND WILL NOT PERMIT ANY SUBSIDIARY TO, AMEND THE NOTES, THE OTHER NOTE
DOCUMENTS, ANY SUBORDINATED DEBT OR SUBORDINATED DEBT DOCUMENTS OR ANY DOCUMENT,
AGREEMENT OR INSTRUMENT EVIDENCING ANY INDEBTEDNESS INCURRED PURSUANT TO THE
NOTE DOCUMENTS OR SUBORDINATED DEBT DOCUMENTS (OR, IN EACH CASE, ANY
REPLACEMENTS, SUBSTITUTIONS, EXTENSIONS OR RENEWALS THEREOF) OR PURSUANT TO
WHICH SUCH INDEBTEDNESS IS ISSUED WHERE SUCH AMENDMENT, MODIFICATION OR
SUPPLEMENT PROVIDES FOR THE FOLLOWING OR WHICH HAS ANY OF THE FOLLOWING EFFECTS:
(i)
shortens or accelerates the date upon which any installment of
principal or interest becomes due or adds any additional mandatory redemption
provisions;
59
(ii)
shortens the final maturity date of such Indebtedness or
otherwise accelerates the amortization schedule with respect to such
Indebtedness;
(iii)
amends or modifies any financial or negative covenant (or
covenant which prohibits or restricts the Borrower or any of its Subsidiaries
from