ADVANCE MONEY,
CREDIT, OR PROPERTY TO ANY PERSON, EXCEPT FOR TRADE CREDIT EXTENDED IN THE
ORDINARY COURSE OF BUSINESS AND LOANS OR ADVANCES TO EMPLOYEES NOT IN EXCESS OF
$50,000.00 FOR ANY SUCH EMPLOYEE AND AN AGGREGATE AT ANY TIME OF $250,000.00 FOR
ALL EMPLOYEES.
10.8
TRANSACTIONS WITH RELATED PARTIES.
BORROWER
SHALL NOT PURCHASE, ACQUIRE, OR SELL ANY EQUIPMENT, OTHER PERSONAL PROPERTY,
REAL PROPERTY OR SERVICES FROM OR TO ANY AFFILIATE, EXCEPT IN THE ORDINARY
COURSE AND PURSUANT TO THE REASONABLE REQUIREMENTS OF BORROWER'S BUSINESS AND
UPON FAIR AND REASONABLE TERMS NO LESS FAVORABLE THAN WOULD BE OBTAINED BY
BORROWER IN A COMPARABLE ARM'S-LENGTH TRANSACTION WITH AN UNRELATED PERSON.
10.9
ERISA.
BORROWER SHALL NOT:
(A) ADOPT, MAINTAIN
OR BECOME OBLIGATED TO CONTRIBUTE TO ANY BORROWER BENEFIT PLAN NOT DISCLOSED ON
EXHIBIT 7.10 HERETO WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER, WHICH SHALL NOT
BE UNREASONABLY WITHHELD; (B) ENGAGE IN OR PERMIT ANY TRANSACTION WHICH RESULTS
IN A PROHIBITED TRANSACTION OR IN THE IMPOSITION OF AN EXCISE TAX PURSUANT TO
SECTION 4975 OF THE CODE; (C) ENGAGE IN OR PERMIT ANY TRANSACTION OR OTHER EVENT
WHICH RESULTS IN A REPORTABLE EVENT FOR ANY BORROWER PENSION PLAN; (D) FAIL TO
MAKE FULL PAYMENT WHEN DUE OF ALL AMOUNTS WHICH, UNDER THE PROVISIONS OF ANY
BORROWER BENEFIT PLAN, BORROWER IS REQUIRED TO PAY AS CONTRIBUTIONS THERETO;
(E) PERMIT TO EXIST ANY "ACCUMULATED FUNDING DEFICIENCY" (AS SUCH TERM IS
DEFINED IN SECTION 302 OF ERISA) IN EXCESS OF $25,000.00, WHETHER OR NOT WAIVED,
WITH RESPECT TO ANY BORROWER PENSION PLAN; (F) FAIL TO MAKE ANY PAYMENTS TO ANY
MULTIEMPLOYER PLAN THAT BORROWER MAY BE REQUIRED TO MAKE UNDER ANY AGREEMENT
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RELATING TO SUCH MULTIEMPLOYER PLAN OR ANY LAW PERTAINING THERETO; OR
(G) TERMINATE ANY BORROWER PENSION PLAN WITHOUT THE PRIOR WRITTEN CONSENT OF
LENDER.
AS USED IN THIS SECTION, ALL TERMS ENCLOSED IN QUOTATION MARKS SHALL
HAVE THE MEANINGS SET FORTH IN ERISA.
BORROWER'S FAILURE TO COMPLY WITH ANY OF
THE FOREGOING PROVISIONS OF THIS SECTION SHALL NOT CONSTITUTE A BREACH OF THIS
CREDIT AGREEMENT OR AN EVENT OF DEFAULT UNLESS SUCH FAILURE COULD REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
10.10
PAYMENT OF DIVIDENDS.
BORROWER SHALL NOT, DIRECTLY OR
INDIRECTLY, DECLARE OR PAY ANY DIVIDENDS ON ACCOUNT OF ANY SHARES OF ANY CLASS
OF ITS CAPITAL STOCK NOW OR HEREAFTER OUTSTANDING, OR SET ASIDE OR OTHERWISE
DEPOSIT OR INVEST ANY SUMS FOR SUCH PURPOSE.
10.11
CHANGE IN FISCAL YEAR.
BORROWER SHALL NOT CHANGE ITS
FISCAL YEAR.
10.12
CAPITAL EXPENDITURES.
BORROWER SHALL NOT MAKE ANY
CAPITAL EXPENDITURES IN EXCESS OF $10,000,000.00 IN THE AGGREGATE IN ANY FISCAL
YEAR.
10.13
INTERCOMPANY TRANSACTIONS.
NOTWITHSTANDING ANYTHING
TO THE CONTRARY CONTAINED IN ARTICLE 10, SO LONG AS NO EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, A BORROWER MAY (A) CREATE OR INCUR INDEBTEDNESS TO
ANOTHER BORROWER, (B) SELL, CONVEY, ASSIGN, LEASE OR OTHERWISE TRANSFER ANY OF
ITS ASSETS TO ANOTHER BORROWER, (C) GUARANTEE OR OTHERWISE BECOME LIABLE FOR AN
OBLIGATION OF ANOTHER