OF THE
CAPITAL STOCK WHICH THEY PURPORT TO OWN OF EACH OF THEIR RESPECTIVE SUBSIDIARIES
REQUIRED TO BE LISTED ON SCHEDULE 8.5.2.
ALL SHARES OF SUCH CAPITAL STOCK
CONSTITUTING CORPORATE SHARES HAVE BEEN VALIDLY ISSUED AND ARE FULLY PAID AND
NONASSESSABLE, ALL SHARES OR UNITS OF SUCH CAPITAL STOCK CONSTITUTING EQUITY IN
OTHER FORMS OF ENTITIES (E.G. STATUTORY TRUSTS, LIMITED LIABILITY COMPANIES OR
PARTNERSHIPS) ARE NOT SUBJECT TO ANY CALLS OR ASSESSMENTS, NO RIGHTS TO
SUBSCRIBE TO ANY ADDITIONAL CAPITAL STOCK OF ANY SUCH PERSON HAVE BEEN GRANTED,
AND NO OPTIONS, WARRANTS, OR SIMILAR RIGHTS ARE OUTSTANDING, EXCEPT AS SET FORTH
ON SCHEDULE 8.5.4.
8.6
AUTHORIZATION.
THE EXECUTION AND DELIVERY OF THIS CREDIT AGREEMENT
AND THE OTHER LOAN DOCUMENTS TO WHICH EACH BORROWER OR ANY GUARANTOR IS TO
BECOME A PARTY AND THE PERFORMANCE BY SUCH PERSONS OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY (I) ARE WITHIN THE AUTHORITY OF EACH BORROWER
AND EACH GUARANTOR, AS APPLICABLE, (II) HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY CORPORATE OR TRUST ACTION, AS APPLICABLE, (III) DO NOT CONFLICT WITH,
RESULT IN ANY BREACH OR CONTRAVENTION OF OR REQUIRE ANY CONSENT, WAIVER,
AUTHORIZATION OR APPROVAL UNDER ANY LEGAL REQUIREMENT TO WHICH ANY SUCH PERSON
IS SUBJECT OR ANY JUDGMENT, ORDER, WRIT, INJUNCTION, LICENSE OR PERMIT
APPLICABLE TO ANY SUCH PERSON, AS APPLICABLE, AND (IV) DO NOT CONFLICT WITH ANY
PROVISION OF ANY SUCH PERSON'S GOVERNING DOCUMENTS OR ANY CONTRACTUAL
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OBLIGATION OF ANY SUCH PERSON, AS APPLICABLE, EXCEPT, IN EACH CASE, WHERE SUCH
CONFLICT WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
8.7
VALID AND BINDING.
EACH OF THE LOAN DOCUMENTS CONSTITUTES THE
LEGAL, VALID AND BINDING OBLIGATION OF EACH OF THE BORROWERS AND THE GUARANTORS
PARTY THERETO, ENFORCEABLE AGAINST EACH SUCH PERSON IN ACCORDANCE WITH THE
RESPECTIVE TERMS THEREOF, SUBJECT TO BANKRUPTCY, INSOLVENCY AND SIMILAR LAWS OF
GENERAL APPLICATION AFFECTING THE RIGHTS AND REMEDIES OF CREDITORS GENERALLY
AND, WITH RESPECT TO THE AVAILABILITY OF THE REMEDIES OF SPECIFIC ENFORCEMENT,
SUBJECT TO THE DISCRETION OF THE COURT BEFORE WHICH ANY PROCEEDING THEREFOR MAY
BE BROUGHT.
8.8
DEFERRED COMPENSATION AND ERISA.
EXCEPT AS COULD NOT, INDIVIDUALLY
OR IN THE AGGREGATE, BE REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT,
THE BORROWERS, THE GUARANTORS, THE PLEDGED ENTITIES AND EACH ERISA AFFILIATE ARE
IN MATERIAL COMPLIANCE WITH ALL APPLICABLE PROVISIONS AND REQUIREMENTS OF ERISA
AND THE REGULATIONS AND PUBLISHED INTERPRETATIONS THEREUNDER WITH RESPECT TO
EACH EMPLOYEE BENEFIT PLAN, AND HAVE PERFORMED ALL THEIR MATERIAL OBLIGATIONS
UNDER EACH EMPLOYEE BENEFIT PLAN.
NO ERISA EVENT HAS OCCURRED OR IS REASONABLY
EXPECTED TO OCCUR EXCEPT ERISA EVENTS THAT, INDIVIDUALLY OR IN THE AGGREGATE,
COULD NOT REASONABLY BE EXPECTED TO RESULT IN A LIABILITY OF ANY BORROWER,
GUARANTOR, PLEDGED ENTITY OR ERISA AFFILIATE IN EXCESS OF $1,000,000.
EXCEPT TO
THE EXTENT REQUIRED UNDER SECTION 4980B OF THE CODE, NO EMPLOYEE BENEFIT PLAN
PROVIDES HEALTH OR WELFARE BENEFITS (THROUGH THE PURCHASE OF INSURANCE OR
OTHERWISE) FOR ANY RETIRED OR FORMER EMPLOYEES OF ANY BORROWER, GUARANTOR,
PLEDGED ENTITY OR ERISA AFFILIATE.
NO EMPLOYEE