BORROWERS HAVE REASONABLY CONCLUDED THAT SUCH ENVIRONMENTAL LAWS AND CLAIMS
COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
(B)
NO LOAN PARTY NOR, TO THE LOAN PARTIES' KNOWLEDGE, ANY OTHER
PERSON, HAS EVER CAUSED OR PERMITTED ANY HAZARDOUS MATERIAL TO BE DISPOSED OF ON
OR UNDER ANY REAL PROPERTY OWNED, LEASED OR OPERATED BY ANY LOAN PARTY, OR IN
WHICH ANY LOAN PARTY EVER HELD, DIRECTLY ANY LEGAL OR BENEFICIAL INTEREST OR
ESTATE, AND NO SUCH REAL PROPERTY HAS EVER BEEN USED BY ANY LOAN PARTY OR, TO
LOAN PARTIES' KNOWLEDGE, ANY OTHER PERSON, AS A DISPOSAL SITE OR PERMANENT OR
TEMPORARY STORAGE SITE FOR ANY HAZARDOUS MATERIAL.
EACH LOAN PARTY HAS BEEN
ISSUED AND IS IN COMPLIANCE WITH ALL MATERIAL PERMITS RELATING TO ENVIRONMENTAL
MATTERS, AND HAVE FILED ALL NOTIFICATIONS AND REPORTS REQUIRED UNDER APPLICABLE
ENVIRONMENTAL LAWS, THE FAILURE TO HAVE OR COMPLY WITH WHICH COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
ALL HAZARDOUS MATERIALS USED OR
GENERATED BY LOAN PARTIES OR ANY BUSINESS MERGED INTO OR OTHERWISE ACQUIRED BY
ANY LOAN PARTY HAVE BEEN GENERATED, ACCUMULATED, STORED, TRANSPORTED, TREATED,
RECYCLED AND DISPOSED OF IN COMPLIANCE WITH ALL ENVIRONMENTAL LAWS, EXCEPT WHERE
THE FAILURE SO
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TO COMPLY COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
NO LOAN PARTY HAS ANY LIABILITIES WITH RESPECT TO HAZARDOUS MATERIALS, AND TO
LOAN PARTIES' KNOWLEDGE, NO FACTS OR CIRCUMSTANCES EXIST WHICH COULD GIVE RISE
TO LIABILITIES WITH RESPECT TO HAZARDOUS MATERIALS WHICH COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.10
INSURANCE.
THE PROPERTIES OF THE BORROWERS AND THEIR SUBSIDIARIES
ARE INSURED WITH FINANCIALLY SOUND AND REPUTABLE INSURANCE COMPANIES NOT
AFFILIATES OF THE BORROWERS, IN SUCH AMOUNTS, WITH SUCH DEDUCTIBLES AND COVERING
SUCH RISKS AS ARE CUSTOMARILY CARRIED BY COMPANIES ENGAGED IN SIMILAR BUSINESSES
AND OWNING SIMILAR PROPERTIES IN LOCALITIES WHERE THE BORROWERS OR THE
APPLICABLE SUBSIDIARY OPERATES.
5.11
TAXES.
THE BORROWERS AND THEIR SUBSIDIARIES HAVE FILED ALL
FEDERAL, STATE AND OTHER MATERIAL TAX RETURNS AND REPORTS REQUIRED TO BE FILED,
AND HAVE PAID ALL FEDERAL, STATE AND OTHER MATERIAL TAXES, ASSESSMENTS, FEES AND
OTHER GOVERNMENTAL CHARGES LEVIED OR IMPOSED UPON THEM OR THEIR PROPERTIES,
INCOME OR ASSETS OTHERWISE DUE AND PAYABLE, EXCEPT THOSE WHICH ARE BEING
CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED AND FOR
WHICH ADEQUATE RESERVES HAVE BEEN PROVIDED IN ACCORDANCE WITH GAAP.
THERE IS NO
PROPOSED TAX ASSESSMENT AGAINST ANY BORROWER OR ANY SUBSIDIARY THAT WOULD, IF
MADE, HAVE A MATERIAL ADVERSE EFFECT.
NEITHER ANY LOAN PARTY NOR ANY SUBSIDIARY
THEREOF IS PARTY TO ANY TAX SHARING AGREEMENT.
5.12
ERISA COMPLIANCE.
(A)
EACH PLAN IS IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH THE APPLICABLE PROVISIONS OF ERISA, THE CODE AND OTHER FEDERAL OR
STATE LAWS.
EACH PLAN THAT IS INTENDED TO QUALIFY UNDER SECTION 401(A) OF THE
CODE HAS RECEIVED A FAVORABLE DETERMINATION LETTER FROM THE IRS OR AN
APPLICATION FOR SUCH A LETTER IS CURRENTLY BEING PROCESSED BY