RESPECTS WITH APPLICABLE MINIMUM FUNDING
REQUIREMENTS OF ERISA AND THE IRC AND APPLICABLE COLLECTIVE BARGAINING
AGREEMENTS.
THE BORROWER WILL CAUSE ALL EMPLOYEE BENEFIT PLANS SPONSORED BY ANY
AFFILIATED COMPANY TO BE MAINTAINED IN MATERIAL COMPLIANCE WITH ERISA AND THE
IRC.
THE BORROWER WILL NOT ENGAGE, AND WILL NOT PERMIT OR SUFFER ANY AFFILIATED
COMPANY OR ANY PERSON ENTITLED TO INDEMNIFICATION OR REIMBURSEMENT FROM THE
BORROWER OR ANY AFFILIATED COMPANY TO ENGAGE, IN ANY PROHIBITED TRANSACTION
UNDER ERISA FOR WHICH AN EXEMPTION IS NOT AVAILABLE.
NO AFFILIATED COMPANY WILL
TERMINATE, OR PERMIT THE PBGC TO TERMINATE, ANY EMPLOYEE BENEFIT PLAN OR
WITHDRAW FROM ANY MULTI-EMPLOYER PLAN, IN ANY MANNER WHICH COULD RESULT IN
MATERIAL LIABILITY OF ANY AFFILIATED COMPANY.
6.11.
TRANSACTIONS WITH AFFILIATES.
THE BORROWER WILL
NOT, AND WILL NOT PERMIT ANY SUBSIDIARY TO, DIRECTLY OR INDIRECTLY, ENTER INTO
ANY LEASE OR OTHER TRANSACTION AFTER THE CLOSING DATE WITH ANY SHAREHOLDER OF
THE BORROWER, ON TERMS THAT ARE LESS FAVORABLE TO THE BORROWER OR SUCH
SUBSIDIARY THAN THOSE WHICH MIGHT BE OBTAINED AT THE TIME FROM PERSONS WHO ARE
NOT SUCH A SHAREHOLDER EXCEPT FOR THOSE TRANSACTIONS DISCLOSED IN BORROWER'S
PUBLIC FILINGS WITH THE SEC.
6.12.
RESERVED.
6.13.
ENVIRONMENTAL LIABILITIES.
THE BORROWER WILL NOT,
AND WILL NOT PERMIT ANY SUBSIDIARY TO, VIOLATE ANY ENVIRONMENTAL LAWS OR OTHER
REQUIREMENT OF LAW, RULE OR REGULATION REGARDING HAZARDOUS MATERIALS, THE
VIOLATION OF WHICH IS REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT; AND,
WITHOUT LIMITING THE FOREGOING, THE BORROWER WILL NOT AND WILL NOT PERMIT ANY
SUBSIDIARY OR ANY OTHER PERSON TO (EXCEPT IN ACCORDANCE WITH APPLICABLE LAW),
DISPOSE OF ANY HAZARDOUS MATERIAL INTO, UPON, UNDER OR ONTO, OR (EXCEPT IN
ACCORDANCE WITH APPLICABLE LAW) FROM, ANY REAL PROPERTY OWNED, LEASED OR
OPERATED BY THE BORROWER OR ANY SUBSIDIARY OR IN WHICH THE BORROWER OR ANY
SUBSIDIARY HOLDS, DIRECTLY OR INDIRECTLY, ANY LEGAL OR BENEFICIAL INTEREST OR
ESTATE EXCEPT AS IS NOT REASONABLY LIKELY TO CAUSE A MATERIAL ADVERSE EFFECT,
NOR ALLOW ANY LIEN IMPOSED PURSUANT TO ANY LAW, REGULATION OR ORDER RELATING TO
HAZARDOUS MATERIALS OR THE DISPOSAL THEREOF TO BE IMPOSED OR TO REMAIN ON SUCH
REAL PROPERTY, EXCEPT AS IS NOT REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE
EFFECT OR FOR LIENS BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND
FOR WHICH ADEQUATE RESERVES HAVE BEEN ESTABLISHED AND ARE BEING MAINTAINED ON
THE BOOKS OF THE BORROWER AND ITS SUBSIDIARIES (TO THE EXTENT REQUIRED BY GAAP).
6.14.
FISCAL YEAR.
THE BORROWER WILL NOT CHANGE ITS
FISCAL YEAR END FROM DECEMBER 31 WITHOUT PRIOR WRITTEN NOTICE TO THE AGENT.
31
6.15.
RESERVED.
6.16.
RESERVED.
6.17.
PERMITTED ACQUISITIONS; CONDITIONS PRECEDENT.
THE
BORROWER WILL NOT, AND WILL NOT PERMIT ANY SUBSIDIARY TO, ACQUIRE OR ENTER INTO
ANY AGREEMENT (OTHER THAN PURCHASES OF EQUIPMENT OR INVENTORY FROM ANY PERSON IN
THE ORDINARY COURSE OF BUSINESS) REQUIRING THE BORROWER OR SUCH SUBSIDIARY TO
ACQUIRE, ALL OR SUBSTANTIALLY ALL OF THE ASSETS OR STOCK OR OTHER EQUITY
INTERESTS OF ANY PERSON UNLESS SUCH ACQUISITION (WHETHER