MARKET OR
PURCHASE PRICE) WITH AN AGGREGATE VALUE NOT GREATER THAN 10% OF SUCH RIC'S TOTAL
ADMITTED ASSETS.
(C)
BORROWER AND SUBSIDIARIES MAY ACQUIRE AND
HOLD RECEIVABLES OWING TO THEM IN THE ORDINARY COURSE OF BUSINESS AND PAYABLE OR
DISCHARGEABLE IN ACCORDANCE WITH CUSTOMARY TRADE TERMS.
(D)
LOANS AND ADVANCES TO EMPLOYEES FOR BUSINESS
RELATED TRAVEL EXPENSES, MOVING EXPENSES AND OTHER SIMILAR EXPENSES, IN EACH
CASE INCURRED IN THE ORDINARY COURSE OF BUSINESS AND LOANS AND ADVANCES TO
RELATED PARTIES NOT EXCEEDING $500,000 IN THE AGGREGATE FOR BORROWER AND
SUBSIDIARIES AT ANY ONE TIME OUTSTANDING.
(E)
INVESTMENTS ACQUIRED BY BORROWER OR ANY
SUBSIDIARY (I) IN EXCHANGE FOR ANY OTHER INVESTMENT HELD BY BORROWER OR SUCH
SUBSIDIARY IN CONNECTION WITH OR AS A RESULT OF A BANKRUPTCY, WORKOUT,
REORGANIZATION OR RECAPITALIZATION OF THE ISSUER OF SUCH OTHER INVESTMENT OR
(II) AS A RESULT OF A FORECLOSURE BY BORROWER OR ANY SUBSIDIARY WITH RESPECT TO
ANY SECURED INVESTMENT OR OTHER TRANSFER OF TITLE WITH RESPECT TO ANY SECURED
INVESTMENT IN DEFAULT.
(F)
INVESTMENTS IN SUBSIDIARIES IN EXISTENCE
ON THE AGREEMENT DATE.
6.13
ERISA.
BORROWER SHALL NOT, AND SHALL NOT PERMIT
ANY SUBSIDIARY TO, MAKE FUNDING CONTRIBUTIONS WITH RESPECT TO ANY PLAN THAT ARE
LESS THAN THE MINIMUM REQUIRED BY ERISA OR THE REGULATIONS THEREUNDER, OR PERMIT
ANY PLAN EVER TO BE SUBJECT TO INVOLUNTARY TERMINATION PROCEEDING BY THE PBGC
PURSUANT TO ERISA § 4042(A).
6.14
ASSIGNMENT.
BORROWER SHALL NOT, AND SHALL NOT
PERMIT ANY SUBSIDIARY TO, DIRECTLY OR INDIRECTLY, ASSIGN OR TRANSFER, OR ATTEMPT
TO DO SO, ANY RIGHTS, DUTIES OR OBLIGATIONS UNDER THE
36
LOAN DOCUMENTS, EXCEPT IN CONNECTION WITH A MERGER OF A SUBSIDIARY DESCRIBED IN
THE PROVISO TO SECTION 6.11.
6.15
TRANSACTIONS WITH AFFILIATES.
BORROWER SHALL
NOT, AND SHALL NOT PERMIT ANY SUBSIDIARY TO, CARRY ON ANY TRANSACTION WITH ANY
OF THEIR RESPECTIVE AFFILIATES EXCEPT AT ARM'S LENGTH AND IN THE ORDINARY COURSE
OF BUSINESS, EXCEPT AS SET FORTH ON SCHEDULE 6.15.
6.16
BUSINESS.
BORROWER SHALL NOT, AND WILL NOT
PERMIT ANY SUBSIDIARY TO, ENGAGE IN ANY MATERIAL LINE OR LINES OF BUSINESS
ACTIVITY OR ANY BUSINESSES OTHER THAN LINES OF BUSINESS ACTIVITY AND BUSINESSES
ENGAGED IN ON THE AGREEMENT DATE (OTHER THAN DISCONTINUED LINES).
6.17
PREFERRED STOCK.
BORROWER SHALL NOT, AND SHALL
NOT PERMIT, ANY AMENDMENT TO OR RESTATEMENT OF ANY PREFERRED STOCK DOCUMENT.
6.18
USE OF PROCEEDS.
BORROWER SHALL NOT USE THE
PROCEEDS OF ANY ADVANCE LOAN FOR ANY PURPOSE OTHER THAN TO (A) PROVIDE WORKING
CAPITAL TO BORROWER, AND (B) PAY CASH DIVIDENDS WITH RESPECT TO PREFERRED STOCK
AS PERMITTED BY SECTION 6.5.
ARTICLE VII
REPRESENTATIONS AND WARRANTIES
Borrower represents, warrants, and covenants to Lender as follows:
7.1
ORGANIZATION AND QUALIFICATION.
BORROWER
AND EACH OF ITS SUBSIDIARIES (A) IS A CORPORATION, LIMITED LIABILITY COMPANY OR
LIMITED PARTNERSHIP DULY ORGANIZED, VALIDLY EXISTING, AND IN GOOD STANDING UNDER
THE LAWS OF ITS JURISDICTION OF ORGANIZATION; (B) IS DULY LICENSED AND IN GOOD
STANDING AS A FOREIGN CORPORATION, LIMITED LIABILITY COMPANY OR LIMITED
PARTNERSHIP IN EACH JURISDICTION IN