the order of any Governmental Authority or the requirements of any
Environmental Law; and all Hazardous Materials generated, used, treated, handled
or stored at, or transported to or from, any property currently or formerly
owned or operated by the Company or any of its Subsidiaries have been disposed
of in a manner not reasonably expected to result in material liability to the
Company or any of its Subsidiaries.
5.10
INSURANCE.
THE PROPERTIES OF THE COMPANY AND ITS 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 COMPANY OR THE APPLICABLE SUBSIDIARY
OPERATES.
5.11
TAXES.
THE COMPANY 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 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 COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
NEITHER THE COMPANY NOR ANY
SUBSIDIARY THEREOF IS PARTY TO ANY TAX SHARING AGREEMENT.
5.12
ERISA COMPLIANCE.
(A)
GENERALLY. 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 EITHER (I) APPLIED FOR A FAVORABLE DETERMINATION
LETTER, PRIOR TO THE EXPIRATION OF THE REQUISITE REMEDIAL AMENDMENT PERIOD UNDER
APPLICABLE TREASURY REGULATIONS OR IRS PRONOUNCEMENTS, BUT HAS NOT YET RECEIVED
A RESPONSE; (II) OBTAINED AT LEAST ONE FAVORABLE DETERMINATION, NOTIFICATION,
ADVISORY AND/OR OPINION LETTER, AS APPLICABLE, ON WHICH THE BORROWERS ARE
ENTITLED TO RELY, AS TO ITS QUALIFIED STATUS FROM THE IRS; OR (III) STILL HAS A
REMAINING PERIOD OF TIME TO APPLY FOR SUCH A DETERMINATION LETTER FROM THE IRS
AND TO MAKE ANY AMENDMENTS NECESSARY TO OBTAIN A FAVORABLE DETERMINATION 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)
NO CLAIMS. THERE ARE NO PENDING OR, TO THE BEST KNOWLEDGE OF THE
BORROWERS, 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