THE GROUP COMPANIES, TAKEN AS A WHOLE, AND IN
RESPECT OF WHICH THE FAILURE TO ENJOY PEACEFUL AND UNDISTURBED POSSESSION WOULD
NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 5.09
ENVIRONMENTAL COMPLIANCE.
NO GROUP COMPANY HAS FAILED TO COMPLY
WITH ANY ENVIRONMENTAL LAW OR TO OBTAIN, MAINTAIN, OR COMPLY WITH ANY PERMIT,
LICENSE OR OTHER APPROVAL REQUIRED UNDER ANY ENVIRONMENTAL LAW OR IS SUBJECT TO
ANY ENVIRONMENTAL LIABILITY IN ANY CASE WHICH, INDIVIDUALLY OR COLLECTIVELY,
COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT OR HAS
RECEIVED WRITTEN NOTICE OF ANY CLAIM WITH RESPECT TO ANY ENVIRONMENTAL LIABILITY
THE SUBJECT OF WHICH NOTICE COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT, AND NO GROUP COMPANY KNOWS OF ANY BASIS FOR ANY ENVIRONMENTAL
LIABILITY AGAINST ANY GROUP COMPANY THAT COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
SECTION 5.10
INSURANCE.
THE PROPERTIES OF EACH GROUP COMPANY ARE INSURED WITH
FINANCIALLY SOUND AND REPUTABLE INSURANCE COMPANIES NOT AFFILIATES OF THE
BORROWER, IN SUCH AMOUNTS (AFTER GIVING EFFECT TO ANY SELF-INSURANCE COMPATIBLE
WITH THE FOLLOWING STANDARDS), 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 APPLICABLE GROUP COMPANY OPERATES.
SECTION 5.11
TAXES.
EACH GROUP COMPANY HAS FILED, OR CAUSED TO BE FILED, ALL
MATERIAL FEDERAL, STATE, LOCAL AND FOREIGN TAX RETURNS REQUIRED TO BE FILED AND
PAID (I) ALL AMOUNTS OF TAXES SHOWN THEREON TO BE DUE (INCLUDING INTEREST AND
PENALTIES) AND (II) ALL OTHER TAXES, FEES, ASSESSMENTS AND OTHER GOVERNMENTAL
CHARGES (INCLUDING MORTGAGE RECORDING TAXES, DOCUMENTARY STAMP TAXES AND
INTANGIBLE TAXES) OWING BY IT, EXCEPT FOR SUCH TAXES (A) WHICH ARE NOT YET
DELINQUENT OR (B) THAT ARE BEING CONTESTED IN GOOD FAITH AND BY PROPER
PROCEEDINGS DILIGENTLY PURSUED, AND AGAINST WHICH ADEQUATE RESERVES ARE BEING
MAINTAINED IN ACCORDANCE WITH GAAP.
NO LOAN PARTY KNOWS OF ANY PENDING
INVESTIGATION OF SUCH PARTY BY ANY TAXING AUTHORITY OR PROPOSED TAX ASSESSMENTS
AGAINST ANY GROUP COMPANY THAT WOULD, IF MADE, HAVE A MATERIAL ADVERSE EFFECT.
SECTION 5.12
ERISA; FOREIGN PENSION PLANS; EMPLOYEE BENEFIT ARRANGEMENTS.
EXCEPT AS DISCLOSED IN SCHEDULE 5.12:
(A)
ERISA.
(I)
THERE ARE NO UNFUNDED LIABILITIES IN EXCESS OF THE THRESHOLD
AMOUNT (A) WITH RESPECT TO ANY MEMBER OF THE GROUP COMPANIES AND (B) WITH
RESPECT TO ANY ERISA
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AFFILIATE; PROVIDED THAT FOR PURPOSES OF THIS SECTION 5.12(A)(I)(B) ONLY,
UNFUNDED LIABILITIES SHALL MEAN THE AMOUNT (IF ANY) BY WHICH THE PROJECTED
BENEFIT OBLIGATION EXCEEDS THE VALUE OF THE PLAN'S ASSETS AS OF ITS LAST
VALUATION DATE USING THE ACTUARIAL ASSUMPTIONS AND METHODS BEING USED BY THE
PLANS' ACTUARIES FOR MAKING SUCH DETERMINATION.
(II)
EACH PLAN, OTHER THAN A MULTIEMPLOYER PLAN, COMPLIES IN ALL
RESPECTS WITH THE APPLICABLE REQUIREMENTS OF ERISA AND THE CODE, AND EACH GROUP
COMPANY COMPLIES IN ALL RESPECTS WITH THE APPLICABLE REQUIREMENTS OF ERISA AND
THE CODE WITH RESPECT TO ALL MULTIEMPLOYER PLANS TO WHICH IT CONTRIBUTES, EXCEPT
TO THE EXTENT