the liens indicated on the
Information Certificates and the other liens permitted under Section 9.8 hereof.
8.5
TAX RETURNS.
EACH BORROWER AND GUARANTOR HAS FILED, OR CAUSED TO
BE FILED, IN A TIMELY MANNER (INCLUDING ANY EXTENSIONS) ALL FEDERAL INCOME TAX
RETURNS AND ALL OTHER MATERIAL TAX RETURNS, REPORTS AND DECLARATIONS THAT ARE
REQUIRED TO BE FILED BY IT. ALL INFORMATION IN SUCH TAX RETURNS, REPORTS AND
DECLARATIONS IS COMPLETE AND ACCURATE IN ALL MATERIAL RESPECTS. EACH BORROWER
AND GUARANTOR HAS PAID OR CAUSED TO BE PAID ALL TAXES DUE AND PAYABLE OR CLAIMED
DUE AND PAYABLE IN ANY ASSESSMENT RECEIVED BY IT, EXCEPT TAXES (I) THE VALIDITY
OF WHICH ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY
PURSUED AND AVAILABLE TO SUCH BORROWER OR GUARANTOR AND WITH RESPECT TO WHICH
ADEQUATE RESERVES HAVE BEEN SET ASIDE ON ITS BOOKS OR (II) THE NONPAYMENT OF
WHICH COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
ADEQUATE PROVISION HAS BEEN MADE FOR THE PAYMENT OF ALL ACCRUED AND UNPAID
MATERIAL FEDERAL, STATE, COUNTY, LOCAL, FOREIGN AND OTHER TAXES WHETHER OR NOT
YET DUE AND PAYABLE AND WHETHER OR NOT DISPUTED.
8.6
LITIGATION.
EXCEPT AS SET FORTH IN THE INFORMATION CERTIFICATES,
(A) THERE ARE NO INVESTIGATIONS BY ANY GOVERNMENTAL AUTHORITY PENDING, OR TO THE
BEST OF EACH BORROWER'S GUARANTOR'S KNOWLEDGE THREATENED, AGAINST OR AFFECTING
ANY BORROWER OR GUARANTOR, ITS ASSETS OR BUSINESS AND (B) THERE IS NO ACTION,
SUIT, PROCEEDING OR CLAIM BY ANY PERSON PENDING, OR TO THE BEST OF EACH
BORROWER'S AND GUARANTOR'S KNOWLEDGE THREATENED, AGAINST ANY BORROWER OR
GUARANTOR OR ITS ASSETS OR GOODWILL, OR AGAINST OR AFFECTING ANY TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, IN EACH CASE, WHICH IF ADVERSELY DETERMINED
AGAINST SUCH BORROWER OR GUARANTOR HAS OR COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
8.7
COMPLIANCE WITH OTHER AGREEMENTS AND APPLICABLE LAWS.
EXCEPT FOR
THOSE LEASE AGREEMENTS OF LERNER FOR WHICH LERNER DID NOT OBTAIN CONSENTS FROM
THE PARTIES THERETO WITH RESPECT TO THIS AGREEMENT, NO BORROWER OR GUARANTOR IS
IN DEFAULT IN ANY RESPECT UNDER, OR IN VIOLATION IN ANY MATERIAL RESPECT OF ANY
OF THE TERMS OF, ANY AGREEMENT, CONTRACT, INSTRUMENT, LEASE OR OTHER COMMITMENT
TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS ASSETS ARE BOUND WHICH COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT. EXCEPT AS COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, EACH BORROWER AND
GUARANTOR IS IN COMPLIANCE IN ALL RESPECTS WITH THE REQUIREMENTS OF ALL
APPLICABLE LAWS, RULES, REGULATIONS AND ORDERS OF ANY GOVERNMENTAL AUTHORITY
RELATING TO ITS BUSINESS, INCLUDING, WITHOUT LIMITATION, THOSE SET FORTH IN OR
PROMULGATED PURSUANT TO THE OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970, AS
AMENDED, THE FAIR LABOR STANDARDS ACT OF 1938, AS AMENDED, ERISA, THE CODE, AS
AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, ALL FEDERAL, STATE AND LOCAL
STATUTES, REGULATIONS, RULES AND ORDERS RELATING TO CONSUMER CREDIT (INCLUDING,
WITHOUT LIMITATION, AS EACH HAS BEEN AMENDED, THE