THE INSURANCE MAY BE ADDED TO THE PRINCIPAL AMOUNT OF THE LOANS OWING HEREUNDER.
THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF THE INSURANCE THE LOAN
PARTIES MAY BE ABLE TO OBTAIN ON THEIR OWN.
10.4
COMPLIANCE WITH LAWS; PAYMENT OF TAXES AND LIABILITIES.
(A)
COMPLY, AND CAUSE EACH OTHER LOAN PARTY TO COMPLY, IN ALL MATERIAL RESPECTS WITH
ALL APPLICABLE LAWS, RULES, REGULATIONS, DECREES, ORDERS, JUDGMENTS, LICENSES
AND PERMITS, EXCEPT WHERE FAILURE TO COMPLY COULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT; (B) WITHOUT LIMITING CLAUSE (A) ABOVE, ENSURE,
AND CAUSE EACH OTHER LOAN PARTY TO ENSURE, THAT NO PERSON WHO OWNS A CONTROLLING
INTEREST IN OR OTHERWISE CONTROLS A LOAN PARTY IS OR SHALL BE (I) LISTED ON THE
SPECIALLY DESIGNATED NATIONALS AND BLOCKED PERSON LIST MAINTAINED BY THE OFFICE
OF FOREIGN ASSETS CONTROL ("OFAC"), DEPARTMENT OF THE TREASURY, AND/OR ANY OTHER
SIMILAR LISTS MAINTAINED BY OFAC PURSUANT TO ANY AUTHORIZING STATUTE, EXECUTIVE
ORDER OR REGULATION OR (II) A PERSON DESIGNATED UNDER SECTION 1(B), (C) OR
(D) OF EXECUTIVE ORDER NO. 13224 (SEPTEMBER 23, 2001), ANY RELATED ENABLING
LEGISLATION OR ANY OTHER SIMILAR EXECUTIVE ORDERS, (C) WITHOUT LIMITING CLAUSE
(A) ABOVE, COMPLY, AND CAUSE EACH OTHER LOAN PARTY TO COMPLY, WITH ALL
APPLICABLE BANK SECRECY ACT ("BSA") AND ANTI-MONEY LAUNDERING LAWS AND
REGULATIONS AND (D) PAY, AND CAUSE EACH OTHER LOAN PARTY TO PAY, PRIOR TO
DELINQUENCY, ALL TAXES AND OTHER GOVERNMENTAL CHARGES AGAINST IT OR ANY
COLLATERAL, AS WELL AS CLAIMS OF ANY KIND WHICH, IF UNPAID, COULD BECOME A LIEN
ON ANY OF ITS PROPERTY; PROVIDED THAT THE FOREGOING SHALL NOT REQUIRE ANY LOAN
PARTY TO PAY ANY SUCH TAX OR CHARGE SO LONG AS IT SHALL CONTEST THE VALIDITY
THEREOF IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND SHALL SET ASIDE ON ITS
BOOKS ADEQUATE RESERVES WITH RESPECT THERETO IN ACCORDANCE WITH GAAP AND, IN THE
CASE OF A CLAIM WHICH COULD BECOME A LIEN ON ANY COLLATERAL, SUCH CONTEST
PROCEEDINGS SHALL STAY THE FORECLOSURE OF SUCH LIEN OR THE SALE OF ANY PORTION
OF THE COLLATERAL TO SATISFY SUCH CLAIM.
10.5
MAINTENANCE OF EXISTENCE, ETC.
MAINTAIN AND PRESERVE, AND
(SUBJECT TO SECTION 11.5) CAUSE EACH OTHER LOAN PARTY TO MAINTAIN AND PRESERVE,
(A) ITS EXISTENCE AND GOOD STANDING IN THE JURISDICTION OF ITS ORGANIZATION AND
(B) ITS QUALIFICATION TO DO BUSINESS AND GOOD STANDING IN EACH JURISDICTION
WHERE THE NATURE OF ITS BUSINESS MAKES SUCH QUALIFICATION NECESSARY (OTHER THAN
SUCH JURISDICTIONS IN WHICH THE FAILURE TO BE QUALIFIED OR IN GOOD STANDING
COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT).
10.6
USE OF PROCEEDS.
USE THE PROCEEDS OF THE LOANS, AND THE LETTERS
OF CREDIT, SOLELY FOR WORKING CAPITAL PURPOSES, FOR ACQUISITIONS PERMITTED BY
SECTION 11.5, FOR CAPITAL EXPENDITURES AND FOR OTHER GENERAL BUSINESS PURPOSES;
AND NOT USE OR PERMIT ANY PROCEEDS OF ANY LOAN TO BE USED, EITHER DIRECTLY OR
INDIRECTLY, FOR THE PURPOSE, WHETHER IMMEDIATE, INCIDENTAL OR ULTIMATE, OF
"PURCHASING OR CARRYING" ANY