TO THE GROUP COMPANIES, TAKEN AS A WHOLE, AND IN RESPECT OF
WHICH THE FAILURE TO BE IN FULL FORCE AND EFFECT WILL NOT RESULT IN A MATERIAL
ADVERSE EFFECT. EACH GROUP COMPANY ENJOYS PEACEFUL AND UNDISTURBED POSSESSION
UNDER ALL SUCH LEASES WITH RESPECT TO WHICH IT IS THE LESSEE, OTHER THAN LEASES
THAT, INDIVIDUALLY OR IN THE AGGREGATE, ARE NOT MATERIAL TO THE GROUP COMPANIES,
TAKEN AS A WHOLE, AND IN RESPECT OF WHICH THE FAILURE TO ENJOY PEACEFUL AND
UNDISTURBED POSSESSION WILL NOT RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 5.09
ENVIRONMENTAL COMPLIANCE.
EXCEPT AS WOULD NOT RESULT IN A
MATERIAL ADVERSE EFFECT, NO GROUP COMPANY HAS FAILED TO COMPLY WITH ANY
APPLICABLE 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 OR HAS RECEIVED NOTICE OF ANY CLAIM WITH RESPECT TO
ANY ENVIRONMENTAL LIABILITY, AND NO GROUP COMPANY KNOWS OF ANY BASIS FOR ANY
ENVIRONMENTAL LIABILITY AGAINST ANY GROUP COMPANY.
SECTION 5.10
INSURANCE.
THE PROPERTIES OF EACH GROUP COMPANY ARE INSURED WITH
FINANCIALLY SOUND AND REPUTABLE INSURANCE COMPANIES NOT AFFILIATES OF THE
COMPANY, 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 APPLICABLE GROUP COMPANY OPERATES.
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SECTION 5.11
TAXES.
EACH GROUP COMPANY HAS FILED, OR CAUSED TO BE FILED, ALL
FEDERAL INCOME TAX AND 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 MATERIAL 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.
AS OF THE
CLOSING DATE, 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 COMPLIANCE.
(A)
THERE ARE NO UNFUNDED LIABILITIES OTHER THAN WITH RESPECT TO THE
UMFPP.
WITH RESPECT TO THE UMFPP, TO THE KNOWLEDGE OF THE BORROWERS, THERE ARE
NO UNFUNDED LIABILITIES AS OF THE LAST VALUATION DATE PRECEDING THE DATE HEREOF.
(B)
EACH PLAN, OTHER THAN A MULTIEMPLOYER PLAN, COMPLIES IN ALL
MATERIAL RESPECTS WITH THE APPLICABLE REQUIREMENTS OF ERISA AND THE CODE.
(C)
NO ERISA EVENT HAS OCCURRED OR, SUBJECT TO THE PASSAGE OF TIME, IS
REASONABLY EXPECTED TO OCCUR WITH RESPECT TO ANY PLAN OTHER THAN (I) WITH
RESPECT TO THE UMFPP, AND ONLY TO THE EXTENT OF $31,000,000 PLUS QUARTERLY
CHARGES RECOGNIZED BY THE COMPANY WITH RESPECT TO SUCH LIABILITIES AFTER THE
DATE HEREOF AND CALCULATED ON THE SAME BASIS AS