to a
Plan under Section 4042 of ERISA, and no event has occurred or condition exists
which might constitute grounds for the commencement of such a proceeding.
(d)
The following terms have the meanings
indicated for purposes of this Agreement:
(i)
"Code" means the Internal Revenue Code of 1986, as amended from
time to time.
5
(ii)
"ERISA" means the Employee Retirement
Income Security Act of 1974, as amended from time to time.
(iii)
"ERISA Affiliate" means any trade or
business (whether or not incorporated) under common control with the Borrower
within the meaning of Section 414(b) or (c) of the Code.
(iv)
"PBGC" means the Pension Benefit Guaranty
Corporation.
(v)
"Plan" means a pension, profit-sharing, or
stock bonus plan intended to qualify under Section 401(a) of the Code,
maintained or contributed to by the Borrower or any ERISA Affiliate, including
any multiemployer plan within the meaning of Section 4001(a)(3) of ERISA.
5.14
LOCATION OF BORROWER.
THE PLACE OF BUSINESS OF
THE BORROWER (OR, IF THE BORROWER HAS MORE THAN ONE PLACE OF BUSINESS, ITS CHIEF
EXECUTIVE OFFICE) IS LOCATED AT THE ADDRESS LISTED ON THE SIGNATURE PAGE OF THIS
AGREEMENT.
SECTION 6.
AFFIRMATIVE COVENANTS.
THE BORROWER AGREES, SO LONG AS CREDIT IS
AVAILABLE UNDER THIS AGREEMENT AND UNTIL THE BANK IS REPAID IN FULL:
6.1
USE OF PROCEEDS.
TO USE THE PROCEEDS OF THE
LOAN ONLY FOR FINANCING OF THE ACQUISITION.
6.2
LEGAL EXISTENCE; QUALIFICATION; COMPLIANCE.
THE BORROWER WILL MAINTAIN (AND WILL CAUSE EACH SUBSIDIARY OF THE BORROWER TO
MAINTAIN) ITS CORPORATE EXISTENCE AND GOOD STANDING IN THE JURISDICTION OF ITS
FORMATION.
THE BORROWER WILL QUALIFY TO DO BUSINESS AND WILL REMAIN QUALIFIED
AND IN GOOD STANDING (AND THE BORROWER WILL CAUSE EACH SUBSIDIARY OF THE
BORROWER TO QUALIFY AND REMAIN QUALIFIED AND IN GOOD STANDING) IN EACH OTHER
JURISDICTION WHERE THE FAILURE SO TO QUALIFY COULD (SINGLY OR IN THE AGGREGATE
WITH ALL OTHER SUCH FAILURES) HAVE A MATERIAL ADVERSE EFFECT.
THE BORROWER WILL
COMPLY IN ALL MATERIAL RESPECTS WITH (AND WILL CAUSE EACH SUBSIDIARY OF THE
BORROWER TO COMPLY WITH) ITS CHARTER DOCUMENTS AND BY-LAWS.
THE BORROWER WILL
COMPLY WITH (AND WILL CAUSE EACH SUBSIDIARY OF THE BORROWER TO COMPLY WITH) ALL
APPLICABLE LAWS, RULES AND REGULATIONS (INCLUDING, WITHOUT LIMITATION, ERISA AND
THOSE RELATING TO ENVIRONMENTAL PROTECTION) OTHER THAN (A) LAWS, RULES OR
REGULATIONS THE VALIDITY OR APPLICABILITY OF WHICH THE BORROWER OR SUCH
SUBSIDIARY SHALL BE CONTESTING IN GOOD FAITH BY PROCEEDINGS WHICH SERVE AS A
MATTER OF LAW TO STAY THE ENFORCEMENT THEREOF AND (B) THOSE LAWS, RULES AND
REGULATIONS TO FAILURE TO COMPLY WITH ANY OF WHICH COULD NOT (SINGLY OR IN THE
AGGREGATE) HAVE A MATERIAL ADVERSE EFFECT.
6.3
MAINTENANCE OF PROPERTY; INSURANCE.
SUBJECT
TO §7.8, THE BORROWER WILL MAINTAIN AND PRESERVE (AND WILL CAUSE EACH SUBSIDIARY
OF THE BORROWER TO MAINTAIN AND PRESERVE) ALL OF ITS PROPERTIES IN GOOD WORKING
ORDER AND CONDITION, MAKING ALL NECESSARY REPAIRS THERETO AND REPLACEMENTS
THEREOF.
THE BORROWER WILL MAINTAIN (AND WILL CAUSE EACH OF ITS