CONTRACT WITH ANY OF ITS OTHER
AFFILIATES (OTHER THAN THE COMPANY, THE GUARANTOR AND THEIR SUBSIDIARIES) WHICH
IS ON TERMS WHICH ARE LESS FAVORABLE THAN ARE OBTAINABLE FROM ANY PERSON WHICH
IS NOT ONE OF ITS AFFILIATES.
10.13
EMPLOYEE BENEFIT PLANS.
MAINTAIN, AND CAUSE EACH SUBSIDIARY TO
MAINTAIN, EACH PENSION PLAN IN SUBSTANTIAL COMPLIANCE WITH ALL APPLICABLE
REQUIREMENTS OF LAW AND REGULATIONS.
10.14
RESTRICTED PAYMENTS.
NOT, AND NOT PERMIT ANY OF ITS SUBSIDIARIES
TO, DECLARE OR MAKE, OR AGREE TO PAY OR MAKE, DIRECTLY OR INDIRECTLY, ANY
RESTRICTED PAYMENT, EXCEPT (A) THE COMPANY MAY DECLARE AND PAY DIVIDENDS WITH
RESPECT TO ITS CAPITAL STOCK PAYABLE SOLELY IN ADDITIONAL SHARES OF ITS COMMON
STOCK, (B) SUBSIDIARIES MAY DECLARE AND PAY DIVIDENDS RATABLY WITH RESPECT TO
THEIR CAPITAL STOCK, (C) THE COMPANY MAY MAKE RESTRICTED PAYMENTS PURSUANT TO
AND IN ACCORDANCE WITH STOCK OPTION PLANS OR OTHER BENEFIT PLANS FOR MANAGEMENT
OR EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES, (D) THE GUARANTOR MAY MAKE
RESTRICTED PAYMENTS NOT IN EXCESS OF $10,000,000 IN ANY FISCAL YEAR; PROVIDED,
THAT NONE OF THE RESTRICTED PAYMENTS PERMITTED BY THIS CLAUSE (D) SHALL BE PAID
AS A GENERAL RATABLE DIVIDEND PAYMENT TO ALL STOCKHOLDERS OF THE GUARANTOR AND
(F) AS SET FORTH IN SCHEDULE 10.14.
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10.15
RESTRICTIVE AGREEMENTS.
THE COMPANY WILL NOT, AND WILL NOT PERMIT
ANY OF ITS SUBSIDIARIES TO, DIRECTLY OR INDIRECTLY, ENTER INTO, INCUR OR PERMIT
TO EXIST ANY AGREEMENT OR OTHER ARRANGEMENT THAT PROHIBITS, RESTRICTS OR IMPOSES
ANY CONDITION UPON (A) THE ABILITY OF THE COMPANY OR ANY SUBSIDIARY TO CREATE,
INCUR OR PERMIT TO EXIST ANY LIEN UPON ANY OF ITS PROPERTY OR ASSETS, OR (B) THE
ABILITY OF ANY SUBSIDIARY TO PAY DIVIDENDS OR OTHER DISTRIBUTIONS WITH RESPECT
TO ANY SHARES OF ITS CAPITAL STOCK OR TO MAKE OR REPAY LOANS OR ADVANCES TO THE
COMPANY OR ANY OTHER SUBSIDIARY OR TO GUARANTEE DEBT OF THE COMPANY OR ANY OTHER
SUBSIDIARY; PROVIDED, THAT (I) THE FOREGOING SHALL NOT APPLY TO RESTRICTIONS AND
CONDITIONS IMPOSED BY LAW OR BY THIS AGREEMENT, (II) THE FOREGOING SHALL NOT
APPLY TO RESTRICTIONS AND CONDITIONS EXISTING ON THE DATE HEREOF IDENTIFIED ON
SCHEDULE 10.15 (BUT SHALL APPLY TO ANY EXTENSION OR RENEWAL, OR ANY AMENDMENT OR
MODIFICATION, EXPANDING THE SCOPE OF ANY SUCH RESTRICTION OR CONDITION), (III)
THE FOREGOING SHALL NOT APPLY TO CUSTOMARY RESTRICTIONS AND CONDITIONS CONTAINED
IN AGREEMENTS RELATING TO THE SALE OF A SUBSIDIARY PENDING SUCH SALE, PROVIDED
SUCH RESTRICTIONS AND CONDITIONS APPLY ONLY TO THE SUBSIDIARY THAT IS TO BE SOLD
AND SUCH SALE IS PERMITTED HEREUNDER, (IV) CLAUSE (A) OF THE FOREGOING SHALL NOT
APPLY TO RESTRICTIONS OR CONDITIONS IMPOSED BY ANY AGREEMENT RELATING TO SECURED
DEBT PERMITTED BY THIS AGREEMENT IF SUCH RESTRICTIONS OR CONDITIONS APPLY ONLY
TO THE PROPERTY OR ASSETS SECURING SUCH DEBT, AND (V) CLAUSE (A) OF THE
FOREGOING SHALL NOT APPLY TO CUSTOMARY PROVISIONS IN LEASES RESTRICTING THE
ASSIGNMENT THEREOF.
10.16
OFAC AND BSA COMPLIANCE.
THE COMPANY SHALL (A) ENSURE, AND CAUSE
EACH OF