SUBSIDIARIES IS SUBJECT TO NO LIENS, EXCEPT LIENS
PERMITTED BY SECTION 7.01.
5.09
ENVIRONMENTAL COMPLIANCE.
THE PARENT, THE
BORROWER AND THEIR SUBSIDIARIES HAVE OBTAINED ALL MATERIAL PERMITS, LICENSES AND
OTHER AUTHORIZATIONS WHICH ARE REQUIRED UNDER APPLICABLE ENVIRONMENTAL LAWS AND
ARE IN COMPLIANCE WITH SUCH ENVIRONMENTAL LAWS, EXCEPT FOR SUCH FAILURES TO
OBTAIN AND SUCH NON COMPLIANCE AS COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE,
REASONABLY BE EXPECTED TO NAVE A MATERIAL ADVERSE EFFECT.
5.10
INSURANCE.
THE PROPERTIES OF THE PARENT, THE
BORROWER AND THEIR SUBSIDIARIES ARE INSURED WITH FINANCIALLY SOUND AND REPUTABLE
INSURANCE COMPANIES NOT AFFILIATES OF THE BORROWER, IN SUCH AMOUNTS (AFTER
GIVING EFFECT TO ANY SELF-INSURANCE), WITH SUCH DEDUCTIBLES AND COVERING SUCH
RISKS AS COMPLY WITH SECTION 6.07.
57
5.11
TAXES.
THE PARENT, THE BORROWER AND THEIR
SUBSIDIARIES HAVE FILED ALL FEDERAL AND MATERIAL STATE TAX RETURNS AND REPORTS
REQUIRED TO BE FILED, AND HAVE PAID ALL FEDERAL, STATE AND OTHER MATERIAL TAXES,
ASSESSMENTS, FEES AND OTHER GOVERNMENTAL CHARGES SHOWN THEREON TO BE OWING BY
THEM, EXCEPT THOSE WHICH ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS DILIGENTLY CONDUCTED AND FOR WHICH ADEQUATE RESERVES HAVE BEEN
PROVIDED IF AND TO THE EXTENT REQUIRED IN ACCORDANCE WITH GAAP.
ON THE CLOSING
DATE, THERE IS NO PROPOSED TAX ASSESSMENT AGAINST THE PARENT, THE BORROWER OR
ANY SUBSIDIARY THAT WOULD, IF MADE, HAVE A MATERIAL ADVERSE EFFECT.
ON THE
CLOSING DATE, NO LOAN PARTY IS PARTY TO ANY TAX SHARING AGREEMENT.
5.12
ERISA COMPLIANCE.
(A)
EXCEPT AS COULD NOT REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT, EACH PLAN IS IN COMPLIANCE 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 THE IRS WITH RESPECT THERETO AND, TO THE BEST
KNOWLEDGE OF THE PARENT AND THE BORROWER, NOTHING HAS OCCURRED WHICH WOULD
PREVENT, OR CAUSE THE LOSS OF, SUCH QUALIFICATION.
THE PARENT, THE BORROWER AND
EACH ERISA AFFILIATE HAVE MADE ALL REQUIRED CONTRIBUTIONS TO EACH PLAN SUBJECT
TO SECTION 412 OF THE CODE, AND NO APPLICATION FOR A FUNDING WAIVER OR AN
EXTENSION OF ANY AMORTIZATION PERIOD PURSUANT TO SECTION 412 OF THE CODE HAS
BEEN MADE WITH RESPECT TO ANY PLAN.
(B)
THERE ARE NO PENDING OR, TO THE BEST
KNOWLEDGE OF THE PARENT AND THE BORROWER, THREATENED CLAIMS, ACTIONS OR
LAWSUITS, OR ACTION BY ANY GOVERNMENTAL AUTHORITY, WITH RESPECT TO ANY PLAN THAT
COULD BE REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
THERE HAS
BEEN NO PROHIBITED TRANSACTION OR VIOLATION OF THE FIDUCIARY RESPONSIBILITY
RULES WITH RESPECT TO ANY PLAN THAT HAS RESULTED OR COULD REASONABLY BE EXPECTED
TO RESULT IN A MATERIAL ADVERSE EFFECT.
(C)
EXCEPT AS COULD NOT REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT, (I) NO ERISA EVENT HAS OCCURRED OR IS
REASONABLY EXPECTED TO OCCUR; (II) NO PENSION PLAN