BENEFIT PLAN THAT IS A GROUP
HEALTH PLAN WITHIN THE MEANING OF PART 6 OF TITLE I OF ERISA IS SELF-INSURED OR
PROVIDES BENEFITS BY ANY MEANS OTHER THE PURCHASE OF INSURANCE.
NONE OF THE
BORROWERS, GUARANTORS, PLEDGED ENTITIES OR ANY ERISA AFFILIATES HAS ANY
GUARANTEED PENSION PLAN EXCEPT AS MAY BE DESIGNATED TO THE LENDER IN WRITING BY
THE BORROWERS FROM TIME TO TIME.
AS OF THE MOST RECENT VALUATION DATE FOR EACH
GUARANTEED PENSION PLAN, THE AMOUNT OF UNFUNDED BENEFIT LIABILITIES (AS DEFINED
IN SECTION 4001(A)(18) OF ERISA), INDIVIDUALLY OR IN THE AGGREGATE OF ALL
GUARANTEED PENSION PLANS (EXCLUDING FOR PURPOSES OF SUCH COMPUTATION ANY PENSION
PLANS WITH RESPECT TO WHICH ASSETS EXCEED BENEFIT LIABILITIES), DOES NOT EXCEED
$1,000,000; AND NO "REPORTABLE EVENT" WITHIN THE MEANING OF SECTION 4043 OF
ERISA HAS OCCURRED WITH RESPECT TO ANY GUARANTEED PENSION PLAN.
THE GRANTING OF
THE LOANS, THE PERFORMANCE BY THE BORROWERS AND THE GUARANTORS OF THEIR
RESPECTIVE OBLIGATIONS UNDER THE LOAN DOCUMENTS AND THE BORROWERS', THE
GUARANTORS' AND THE PLEDGED ENTITIES' CONDUCTING OF THEIR RESPECTIVE OPERATIONS
DO NOT AND WILL NOT VIOLATE ANY PROVISIONS OF ERISA OR ANY EMPLOYEE BENEFIT
PLAN.
8.9
NO MATERIALLY ADVERSE CONTRACTS, ETC.
NEITHER BORROWER, NO
GUARANTOR, NO PLEDGED ENTITY, AND NONE OF THEIR RESPECTIVE SUBSIDIARIES IS
SUBJECT TO, OR IN BREACH OR DEFAULT UNDER, ANY CHARTER, CORPORATE OR OTHER LEGAL
RESTRICTION, OR ANY JUDGMENT, DECREE, ORDER, RULE OR REGULATION, THAT HAS OR IS
EXPECTED IN THE FUTURE TO HAVE, OR WHERE SUCH BREACH OR DEFAULT HAS OR IS
EXPECTED TO HAVE, A MATERIAL ADVERSE EFFECT.
NEITHER BORROWER, NO GUARANTOR, NO
PLEDGED ENTITY, AND NONE OF THEIR RESPECTIVE
57
SUBSIDIARIES IS A PARTY TO, OR IN BREACH OR DEFAULT UNDER, ANY CONTRACT OR
AGREEMENT THAT HAS OR IS EXPECTED TO HAVE, OR WHERE SUCH BREACH OR DEFAULT HAS
OR IS EXPECTED TO HAVE, ANY MATERIAL ADVERSE EFFECT.
8.10
COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC.
NEITHER
BORROWER, NO GUARANTOR, NO PLEDGED ENTITY, AND NONE OF THEIR RESPECTIVE
SUBSIDIARIES IS IN VIOLATION OF ANY PROVISION OF ITS GOVERNING DOCUMENTS, OR ANY
CONTRACTUAL OBLIGATIONS OR ANY LEGAL REQUIREMENTS, INCLUDING, WITHOUT
LIMITATION, WITH RESPECT TO ANY LEVERAGE LIMITATIONS, OR ANY ENVIRONMENTAL,
HAZARDOUS SUBSTANCE OR REGULATORY MATTER, IN ANY OF THE FOREGOING CASES IN A
MANNER THAT COULD RESULT IN THE IMPOSITION OF SUBSTANTIAL PENALTIES OR RESULT IN
A MATERIAL ADVERSE EFFECT.
8.11
TAX STATUS.
THE BORROWERS, THE GUARANTORS, THE PLEDGED
ENTITIES AND THEIR RESPECTIVE SUBSIDIARIES (A) HAVE FILED ALL FEDERAL AND STATE
INCOME AND ALL OTHER TAX RETURNS, REPORTS AND DECLARATIONS REQUIRED BY ANY
JURISDICTION TO WHICH SUCH PERSON IS SUBJECT, AND (B) HAVE PAID ALL TAXES SHOWN
OR DETERMINED TO BE DUE ON SUCH RETURNS, REPORTS AND DECLARATIONS, EXCEPT THOSE
BEING CONTESTED IN GOOD FAITH AND BY APPROPRIATE PROCEEDINGS FOR WHICH
APPROPRIATE RESERVES HAVE BEEN TAKEN AND ARE BEING MAINTAINED IN ACCORDANCE WITH
GAAP.
EXCEPT FOR TAXES BEING CONTESTED AS PROVIDED IN CLAUSE (B) ABOVE, THERE
ARE NO UNPAID TAXES IN ANY MATERIAL AMOUNT CLAIMED TO BE