OR PERSONAL BUT EXCLUDING CAPITAL LEASES, LEASES OF HYDROCARBON
INTERESTS AND DRILLING CONTRACTS), UNDER LEASES OR LEASE AGREEMENTS WHICH WOULD
CAUSE THE AGGREGATE AMOUNT OF ALL PAYMENTS MADE BY THE BORROWER AND THE
SUBSIDIARIES PURSUANT TO ALL SUCH LEASES OR LEASE AGREEMENTS, INCLUDING, WITHOUT
LIMITATION, ANY RESIDUAL PAYMENTS AT THE END OF ANY LEASE, TO EXCEED $1,000,000
IN ANY PERIOD OF TWELVE CONSECUTIVE CALENDAR MONTHS DURING THE LIFE OF SUCH
LEASES.
SECTION 9.08
PROCEEDS OF NOTES.
THE BORROWER
WILL NOT PERMIT THE PROCEEDS OF THE NOTES TO BE USED FOR ANY PURPOSE OTHER THAN
THOSE PERMITTED BY SECTION 7.21.
NEITHER THE BORROWER NOR ANY PERSON ACTING ON
BEHALF OF THE BORROWER HAS TAKEN OR WILL TAKE ANY ACTION WHICH MIGHT CAUSE ANY
OF THE LOAN DOCUMENTS TO VIOLATE REGULATIONS T, U OR X OR ANY OTHER REGULATION
OF THE BOARD OR TO VIOLATE SECTION 7 OF THE SECURITIES EXCHANGE ACT OF 1934 OR
ANY RULE OR REGULATION THEREUNDER, IN EACH CASE AS NOW IN EFFECT OR AS THE SAME
MAY HEREINAFTER BE IN EFFECT.
IF REQUESTED BY THE ADMINISTRATIVE AGENT, THE
BORROWER WILL FURNISH TO THE ADMINISTRATIVE AGENT AND EACH LENDER A STATEMENT TO
THE FOREGOING EFFECT IN CONFORMITY WITH THE REQUIREMENTS OF FR FORM U-1 OR SUCH
OTHER FORM REFERRED TO IN REGULATION U, REGULATION T OR REGULATION X OF THE
BOARD, AS THE CASE MAY BE.
SECTION 9.09
ERISA COMPLIANCE.
THE BORROWER WILL
NOT, AND WILL NOT PERMIT ANY SUBSIDIARY TO, AT ANY TIME:
(A)
ENGAGE IN, OR PERMIT ANY ERISA AFFILIATE TO
ENGAGE IN, ANY TRANSACTION IN CONNECTION WITH WHICH THE BORROWER, A SUBSIDIARY
OR ANY ERISA AFFILIATE COULD BE SUBJECTED TO EITHER A CIVIL PENALTY ASSESSED
PURSUANT TO SUBSECTIONS (C), (I), (L) OR (M) OF SECTION 502 OF ERISA OR A TAX
IMPOSED BY CHAPTER 43 OF SUBTITLE D OF THE CODE.
(B)
FAIL TO MAKE, OR PERMIT ANY ERISA AFFILIATE
TO FAIL TO MAKE, FULL PAYMENT WHEN DUE OF ALL AMOUNTS WHICH, UNDER THE
PROVISIONS OF ANY PLAN, AGREEMENT RELATING THERETO OR
69
APPLICABLE LAW, THE BORROWER, A SUBSIDIARY OR ANY ERISA AFFILIATE IS REQUIRED TO
PAY AS CONTRIBUTIONS THERETO.
(C)
CONTRIBUTE TO OR ASSUME AN OBLIGATION TO
CONTRIBUTE TO, OR PERMIT ANY ERISA AFFILIATE TO CONTRIBUTE TO OR ASSUME AN
OBLIGATION TO CONTRIBUTE TO (I) ANY EMPLOYEE WELFARE BENEFIT PLAN, AS DEFINED IN
SECTION 3(1) OF ERISA, INCLUDING, WITHOUT LIMITATION, ANY SUCH PLAN MAINTAINED
TO PROVIDE BENEFITS TO FORMER EMPLOYEES OF SUCH ENTITIES, THAT MAY NOT BE
TERMINATED BY SUCH ENTITIES IN THEIR SOLE DISCRETION AT ANY TIME WITHOUT ANY
MATERIAL LIABILITY, OR (II) ANY EMPLOYEE PENSION BENEFIT PLAN, AS DEFINED IN
SECTION 3(2) OF ERISA, THAT IS SUBJECT TO TITLE IV OF ERISA, SECTION 302 OF
ERISA OR SECTION 412 OF THE CODE.
SECTION 9.10
SALE OR DISCOUNT OF RECEIVABLES.
EXCEPT FOR RECEIVABLES OBTAINED BY THE BORROWER OR ANY SUBSIDIARY OUT OF THE
ORDINARY COURSE OF BUSINESS OR THE SETTLEMENT OF JOINT INTEREST BILLING ACCOUNTS
IN THE ORDINARY COURSE OF BUSINESS OR