ANY CONTINGENT OBLIGATIONS EXCEPT IN RESPECT OF THE
OBLIGATIONS AND EXCEPT:
(A)
ENDORSEMENTS OF THE BORROWER'S SUBSIDIARIES
FOR COLLECTION OR DEPOSIT IN THE ORDINARY COURSE OF BUSINESS;
(B)
RATE CONTRACTS ENTERED INTO IN THE ORDINARY
COURSE OF BUSINESS FOR BONA FIDE HEDGING PURPOSES AND NOT FOR SPECULATION WITH
THE AGENT'S PRIOR WRITTEN CONSENT;
(C)
UNSECURED CONTINGENT OBLIGATIONS OF THE
BORROWER AND ITS SUBSIDIARIES EXISTING AS OF THE RESTATEMENT EFFECTIVE DATE AND
LISTED IN SCHEDULE 5.9, INCLUDING EXTENSION AND RENEWALS THEREOF WHICH DO NOT
INCREASE THE AMOUNT OF SUCH CONTINGENT OBLIGATIONS AS OF THE DATE OF SUCH
EXTENSION OR RENEWAL;
(D)
CONTINGENT OBLIGATIONS INCURRED IN THE
ORDINARY COURSE OF BUSINESS OF THE BORROWER'S SUBSIDIARIES WITH RESPECT TO
SURETY AND APPEAL BONDS, PERFORMANCE BONDS AND OTHER SIMILAR OBLIGATIONS;
(E)
CONTINGENT OBLIGATIONS ARISING UNDER
INDEMNITY AGREEMENTS TO TITLE INSURERS TO CAUSE SUCH TITLE INSURERS TO ISSUE TO
THE AGENT TITLE INSURANCE POLICIES;
(F)
CONTINGENT OBLIGATIONS ARISING WITH
RESPECT TO CUSTOMARY INDEMNIFICATION OBLIGATIONS IN FAVOR OF (I) SELLERS IN
CONNECTION WITH PERMITTED ACQUISITIONS AND (II) PURCHASERS IN CONNECTION WITH
DISPOSITIONS PERMITTED UNDER SUBSECTION 5.2(B);
(G)
CONTINGENT OBLIGATIONS ARISING UNDER LENDER
LETTERS OF CREDIT AND OTHER LETTERS OF CREDIT WHICH ARE THE SUBJECT OF A LETTER
OF CREDIT PARTICIPATION AGREEMENT;
(H)
CONTINGENT OBLIGATIONS ARISING UNDER
PERMITTED GUARANTEES OF THE SUBORDINATED INDEBTEDNESS EVIDENCED BY THE HIGH
YIELD UNSECURED NOTES; AND
(I)
OTHER CONTINGENT OBLIGATIONS NOT
EXCEEDING $800,000 AT ANY TIME OUTSTANDING REDUCED BY THE AGGREGATE AMOUNT OF
INDEBTEDNESS OUTSTANDING THAT IS PERMITTED PURSUANT TO SECTION 5.5(G).
41
5.10
COMPLIANCE WITH ERISA.
THE BORROWER SHALL NOT,
AND SHALL NOT SUFFER OR PERMIT ANY OF ITS SUBSIDIARIES TO:
(A)
TERMINATE ANY PLAN SUBJECT TO TITLE IV OF
ERISA SO AS TO RESULT IN ANY MATERIAL LIABILITY TO THE BORROWER;
(B)
PERMIT TO EXIST ANY ERISA EVENT OR ANY OTHER
EVENT OR CONDITION, WHICH WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT;
(C)
MAKE A COMPLETE OR PARTIAL WITHDRAWAL
(WITHIN THE MEANING OF ERISA SECTION 4201) FROM ANY MULTIEMPLOYER PLAN SO AS TO
RESULT IN ANY MATERIAL LIABILITY TO THE BORROWER OR ANY OF ITS SUBSIDIARIES;
(D)
ENTER INTO ANY NEW PLAN OR MODIFY ANY
EXISTING PLAN SO AS TO INCREASE ITS OBLIGATIONS THEREUNDER WHICH WOULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; OR
(E)
PERMIT THE PRESENT VALUE OF ALL
NONFORFEITABLE ACCRUED BENEFITS UNDER ANY PLAN (USING THE ACTUARIAL ASSUMPTIONS
UTILIZED BY THE PBGC UPON TERMINATION OF A PLAN) MATERIALLY TO EXCEED THE FAIR
MARKET VALUE OF PLAN ASSETS ALLOCABLE TO SUCH BENEFITS, ALL DETERMINED AS OF THE
MOST RECENT VALUATION DATE FOR EACH SUCH PLAN.
5.11
RESTRICTED PAYMENTS.
THE BORROWER SHALL NOT, AND
SHALL NOT SUFFER OR PERMIT ANY OF ITS SUBSIDIARIES TO, (I) DECLARE OR MAKE ANY
DIVIDEND PAYMENT OR OTHER DISTRIBUTION OF ASSETS, PROPERTIES, CASH, RIGHTS,
OBLIGATIONS OR SECURITIES ON ACCOUNT OF ANY SHARES OF ANY CLASS OF ITS CAPITAL
STOCK, PARTNERSHIP INTERESTS, MEMBERSHIP INTERESTS OR OTHER EQUITY SECURITIES,
(II) PURCHASE, REDEEM OR OTHERWISE ACQUIRE FOR VALUE ANY SHARES OF