IN THE CASE OF OWNED REAL
PROPERTY, GOOD AND MARKETABLE FEE TITLE TO, AND (II) IN THE CASE OF OWNED
PERSONAL PROPERTY, GOOD AND VALID TITLE TO, OR, IN THE CASE OF LEASED REAL OR
PERSONAL PROPERTY, VALID AND ENFORCEABLE LEASEHOLD INTERESTS (AS THE CASE MAY
BE) IN, ALL OF ITS PROPERTIES AND ASSETS, REAL AND PERSONAL, TANGIBLE AND
INTANGIBLE, OF ANY NATURE WHATSOEVER, EXCEPT IN EACH CASE OF DEFECTS WHICH WOULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 5.09
TAXES. EACH BORROWER AND THEIR
SUBSIDIARIES HAVE FILED ON A TIMELY BASIS ALL U.S. FEDERAL, STATE AND LOCAL
INCOME TAX RETURNS AND ALL OTHER MATERIAL TAX RETURNS THAT ARE REQUIRED TO BE
FILED BY OR IN RESPECT OF THEM AND HAVE PAID ALL TAXES DUE PURSUANT TO SUCH
RETURNS OR PURSUANT TO ANY ASSESSMENT RECEIVED BY ANY OF THEM, EXCEPT FOR ANY
SUCH TAXES AS ARE BEING APPROPRIATELY CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS DILIGENTLY CONDUCTED AND WITH RESPECT TO WHICH ADEQUATE RESERVES IN
ACCORDANCE WITH GAAP SHALL HAVE BEEN PROVIDED.
THE CHARGES, ACCRUALS AND
RESERVES ON THE BOOKS OF EACH BORROWER AND EACH OF THEIR SUBSIDIARIES IN RESPECT
OF TAXES AND OTHER GOVERNMENTAL CHARGES ARE, IN THE OPINION OF EACH BORROWER,
ADEQUATE.
SECTION 5.10
PENSION AND WELFARE PLANS.
DURING
THE TWELVE-CONSECUTIVE-MONTH PERIOD PRIOR TO THE CLOSING DATE AND PRIOR TO THE
DATE OF ANY FUNDING DATE HEREUNDER, NO STEPS HAVE BEEN TAKEN TO TERMINATE ANY
PENSION PLAN, AND NO CONTRIBUTION FAILURE HAS OCCURRED WITH RESPECT TO ANY
PENSION PLAN SUFFICIENT TO GIVE RISE TO A LIEN UNDER SECTION 302(F) OF ERISA.
NO CONDITION EXISTS OR EVENT OR TRANSACTION HAS OCCURRED WITH RESPECT TO ANY
PENSION PLAN WHICH MIGHT RESULT IN THE INCURRENCE BY THE BORROWERS OR ANY OF
THEIR ERISA AFFILIATES OF ANY MATERIAL LIABILITY, FINE OR PENALTY.
NEITHER THE
BORROWERS NOR ANY OF THEIR ERISA AFFILIATES HAVE ANY CONTINGENT LIABILITY WITH
RESPECT TO ANY POST-RETIREMENT BENEFIT UNDER A WELFARE PLAN, OTHER THAN
LIABILITY FOR CONTINUATION COVERAGE DESCRIBED IN PART 6 OF TITLE I OF ERISA.
SECTION 5.11
ENVIRONMENTAL MATTERS.
EXCEPT AS
SET FORTH IN SCHEDULE 4 TO THIS AGREEMENT:
(A)
THE FACILITIES AND PROPERTIES OWNED, LEASED
OR OPERATED BY THE BORROWERS OR THEIR SUBSIDIARIES (THE "FACILITIES") DO NOT
CONTAIN ANY MATERIALS OF ENVIRONMENTAL CONCERN IN AMOUNTS OR CONCENTRATIONS
WHICH (I) CONSTITUTE A VIOLATION OF, OR (II) COULD REASONABLY BE
41
EXPECTED TO GIVE RISE TO LIABILITY UNDER, ANY APPLICABLE ENVIRONMENTAL LAW,
WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(B)
THE FACILITIES AND ALL OPERATIONS AT THE
FACILITIES ARE IN COMPLIANCE WITH ALL APPLICABLE ENVIRONMENTAL LAWS AND THERE IS
NO CONTAMINATION AT, UNDER OR ABOUT THE FACILITIES OR VIOLATION OF ANY
ENVIRONMENTAL LAW WITH RESPECT TO THE FACILITIES OR THE BUSINESS OPERATED BY THE
BORROWERS OR ANY OF THEIR SUBSIDIARIES (THE "BUSINESS") WHICH COULD REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(C)
NEITHER THE BORROWERS NOR THEIR
SUBSIDIARIES HAVE RECEIVED ANY NOTICE OF VIOLATION, ALLEGED VIOLATION, NON