HAVE A MATERIAL
ADVERSE EFFECT.
5.10
INSURANCE.
THE PROPERTIES OF THE BORROWER AND ITS RESTRICTED
SUBSIDIARIES 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 BORROWER OR THE APPLICABLE RESTRICTED SUBSIDIARY OPERATES.
5.11
TAXES.
THE BORROWER AND ITS RESTRICTED SUBSIDIARIES HAVE FILED ALL
MATERIAL FEDERAL, STATE AND OTHER TAX RETURNS AND REPORTS REQUIRED TO BE FILED,
AND HAVE PAID ALL MATERIAL FEDERAL, STATE AND OTHER TAXES SHOWN THEREON, LEVIED
OR IMPOSED UPON THEM OR THEIR PROPERTIES, INCOME OR ASSETS, 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 OR THOSE THE FAILURE TO PAY COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
THERE IS NO PROPOSED TAX ASSESSMENT AGAINST THE
BORROWER OR ANY OF ITS RESTRICTED SUBSIDIARIES THAT COULD, IF MADE, 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.
EXCEPT AS SET FORTH ON SCHEDULE 5.12, 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 BORROWER, NOTHING
HAS OCCURRED WHICH WOULD PREVENT, OR CAUSE THE LOSS OF, SUCH QUALIFICATION.
THE
BORROWER AND EACH ERISA AFFILIATE HAVE MADE ALL REQUIRED CONTRIBUTIONS TO EACH
PENSION 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 PENSION PLAN.
(B)
THERE ARE NO PENDING OR, TO THE KNOWLEDGE OF THE BORROWER,
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) TO THE
KNOWLEDGE OF THE BORROWER, NO EVENT HAS OCCURRED WHICH, WITH THE GIVING OF
NOTICE UNDER SECTION 4219 OF ERISA, COULD REASONABLY BE EXPECTED TO RESULT IN
ANY LIABILITY UNDER SECTION 4201 OR 4243 OF ERISA WITH RESPECT TO A
MULTIEMPLOYER PLAN; AND (IV) NEITHER THE BORROWER NOR ANY ERISA AFFILIATE HAS
ENGAGED IN A TRANSACTION THAT COULD BE SUBJECT TO SECTION 4069 OR