THE SPECIALLY DESIGNATED NATIONALS AND BLOCKED PERSON LIST
MAINTAINED BY THE 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, FOR STOCK REPURCHASES 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 MARGIN STOCK.
10.7
EMPLOYEE BENEFIT PLANS
(A)
MAINTAIN, AND CAUSE EACH OTHER MEMBER OF THE CONTROLLED GROUP TO
MAINTAIN, EACH PENSION PLAN IN SUBSTANTIAL COMPLIANCE WITH ALL APPLICABLE
REQUIREMENTS OF LAW AND REGULATIONS.
(b)
Make, and cause each other member of the Controlled Group to make,
on a timely basis, all required contributions to any Multiemployer Pension Plan.
(c)
Not, and not permit any other member of the Controlled Group to
(i) seek a waiver of the minimum funding standards of ERISA, (ii) terminate or
withdraw from any Pension Plan or Multiemployer Pension Plan or (iii) take any
other action with respect to any Pension Plan that would reasonably be expected
to entitle the PBGC to terminate, impose liability in respect of, or cause a
trustee to be appointed