THE 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.
THE
BORROWERS AND THEIR SUBSIDIARIES HAVE MADE AVAILABLE TO ADMINISTRATIVE AGENT
COPIES OF ALL EXISTING ENVIRONMENTAL REPORTS, REVIEWS AND AUDITS AND ALL
DOCUMENTS PERTAINING TO ACTUAL OR POTENTIAL ENVIRONMENTAL LIABILITIES, IN EACH
CASE TO THE EXTENT SUCH REPORTS, REVIEWS, AUDITS AND DOCUMENTS ARE IN THEIR
POSSESSION, CUSTODY OR CONTROL.
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 APPLICABLE BORROWER OR
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
54
ASSESSMENT AGAINST THE BORROWERS OR ANY SUBSIDIARY THAT WOULD, IF MADE, HAVE A
MATERIAL ADVERSE EFFECT.
NO LOAN PARTY OR 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 THE IRS
WITH RESPECT THERETO AND, TO THE BEST KNOWLEDGE OF THE BORROWERS, NOTHING HAS
OCCURRED WHICH WOULD PREVENT, OR CAUSE THE LOSS OF, SUCH QUALIFICATION.
THE
BORROWERS 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 BORROWERS,
OVERTLY THREATENED CLAIMS, ACTIONS OR LAWSUITS, OR ACTION BY ANY GOVERNMENTAL
AUTHORITY, WITH RESPECT TO ANY PLAN THAT COULD 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)
(I) NO ERISA EVENT HAS OCCURRED OR IS REASONABLY EXPECTED TO
OCCUR; (II) NO PENSION PLAN HAS ANY UNFUNDED PENSION LIABILITY; (III) NEITHER
THE BORROWERS NOR ANY ERISA AFFILIATE HAS INCURRED, OR REASONABLY EXPECTS TO
INCUR, ANY LIABILITY