financial statements of the
Borrower for the periods ended March 31, 2003 and June 30, 2003 or in other
public disclosures made by the Borrower, there has been no event or circumstance
that has or could reasonably be expected to have a Material Adverse Effect.
5.06
LITIGATION.
EXCEPT AS DISCLOSED IN SCHEDULE 5.06,
THERE ARE NO ACTIONS, SUITS, PROCEEDINGS, CLAIMS OR DISPUTES PENDING OR, TO THE
KNOWLEDGE OF THE BORROWER, THREATENED, AT LAW, IN EQUITY, IN ARBITRATION OR
BEFORE ANY GOVERNMENTAL AUTHORITY, BY OR AGAINST THE BORROWER OR ANY OF ITS
SUBSIDIARIES OR AGAINST ANY OF THEIR PROPERTIES OR REVENUES THAT (A) PURPORT TO
AFFECT OR PERTAIN TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY OF THE
TRANSACTIONS PROVIDED FOR HEREIN, OR (B) COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
5.07
OWNERSHIP OF PROPERTY; LIENS.
EACH OF THE BORROWER
AND EACH SUBSIDIARY HAS GOOD RECORD AND MARKETABLE TITLE IN FEE SIMPLE TO, OR
VALID LEASEHOLD INTERESTS IN, ALL REAL PROPERTY NECESSARY OR USED IN THE
ORDINARY CONDUCT OF ITS BUSINESS, EXCEPT FOR SUCH DEFECTS IN TITLE AS COULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
5.08
INSURANCE.
THE PROPERTIES OF THE BORROWER AND ITS
SUBSIDIARIES ARE INSURED WITH FINANCIALLY SOUND AND REPUTABLE INSURANCE
COMPANIES NOT AFFILIATES OF THE BORROWER, 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
BORROWER OR ITS SUBSIDIARIES OPERATE.
5.09
TAXES.
THE BORROWER AND ITS 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
NOT YET DELINQUENT (AFTER GIVING EFFECT TO ANY APPLICABLE CURE OR GRACE PERIOD)
OR ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND FOR WHICH
ADEQUATE RESERVES HAVE BEEN PROVIDED IN ACCORDANCE WITH GAAP.
TO THE BORROWER'S
KNOWLEDGE, THERE IS NO PROPOSED TAX ASSESSMENT
27
AGAINST THE BORROWER OR ANY SUBSIDIARY THAT COULD, IF MADE, BE REASONABLY
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.10
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 OR WILL BE PROCESSED BY THE IRS WITH RESPECT THERETO AND SUCH
APPLICATION IS OR WILL BE WITHIN A REMEDIAL AMENDMENT PERIOD AND, TO THE
BORROWER'S KNOWLEDGE, NOTHING HAS OCCURRED WHICH WOULD PREVENT, OR CAUSE THE
LOSS OF, SUCH QUALIFICATION WHICH IS NOT CORRECTABLE WITHOUT COST OR AT A COST
THAT IS IMMATERIAL.
THE BORROWER AND EACH ERISA AFFILIATE HAVE MADE ALL