THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.10
INSURANCE.
THE PROPERTIES OF THE COMPANY AND ITS
SUBSIDIARIES ARE INSURED WITH FINANCIALLY SOUND AND REPUTABLE INSURANCE
COMPANIES NOT AFFILIATES OF THE COMPANY (OTHER THAN AN ELIGIBLE CAPTIVE
INSURANCE SUBSIDIARY), 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 COMPANY
OR THE APPLICABLE SUBSIDIARY OPERATES.
5.11
TAXES.
THE COMPANY AND ITS SUBSIDIARIES HAVE FILED
OR CAUSED TO BE FILED ALL FEDERAL, STATE AND OTHER MATERIAL TAX RETURNS AND
REPORTS REQUIRED TO BE FILED (OR EXTENSIONS THEREFOR HAVE BEEN OBTAINED IN
ACCORDANCE WITH APPLICABLE LAW), AND HAVE PAID OR CAUSED TO BE 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 ASSESSMENT AGAINST
THE COMPANY OR ANY SUBSIDIARY THAT WOULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
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 ACTUAL KNOWLEDGE OF THE COMPANY, NOTHING HAS
OCCURRED WHICH WOULD PREVENT, OR CAUSE THE LOSS OF, SUCH QUALIFICATION.
THE
COMPANY 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 ACTUAL
KNOWLEDGE OF THE COMPANY, 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 THAT, WHEN TAKEN TOGETHER WITH ALL OTHER ERISA
EVENTS FOR WHICH LIABILITY COULD, IF ENFORCED IN ACCORDANCE WITH APPLICABLE LAW,
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT; (II) NO
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PENSION PLAN HAS ANY UNFUNDED PENSION LIABILITY; (III) NEITHER THE COMPANY NOR
ANY ERISA AFFILIATE HAS INCURRED, OR REASONABLY EXPECTS TO INCUR, ANY LIABILITY
UNDER TITLE IV OF ERISA WITH RESPECT TO