PARENT, THE BORROWER AND THEIR
SUBSIDIARIES HAVE OBTAINED ALL MATERIAL PERMITS, LICENSES AND OTHER
AUTHORIZATIONS WHICH ARE REQUIRED UNDER APPLICABLE ENVIRONMENTAL LAWS AND ARE IN
COMPLIANCE WITH SUCH ENVIRONMENTAL LAWS, EXCEPT FOR SUCH FAILURES TO OBTAIN AND
SUCH NON COMPLIANCE AS COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY
BE EXPECTED TO NAVE A MATERIAL ADVERSE EFFECT.
5.10
INSURANCE.
THE PROPERTIES OF THE PARENT, THE BORROWER AND THEIR
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), WITH SUCH DEDUCTIBLES AND COVERING SUCH
RISKS AS COMPLY WITH SECTION 6.07.
5.11
TAXES.
THE PARENT, THE BORROWER AND THEIR RESTRICTED SUBSIDIARIES
HAVE FILED ALL FEDERAL INCOME TAX AND ALL OTHER MATERIAL FEDERAL AND STATE TAX
RETURNS AND REPORTS REQUIRED TO BE FILED, AND HAVE PAID ALL FEDERAL, STATE AND
OTHER MATERIAL TAXES, ASSESSMENTS, FEES AND OTHER GOVERNMENTAL CHARGES SHOWN
THEREON TO BE OWING BY THEM, EXCEPT THOSE WHICH ARE BEING CONTESTED IN GOOD
FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED AND FOR WHICH ADEQUATE
RESERVES HAVE BEEN PROVIDED IF AND TO THE EXTENT REQUIRED IN ACCORDANCE WITH
GAAP.
ON THE CLOSING DATE, THERE IS NO PROPOSED TAX ASSESSMENT AGAINST THE
PARENT, THE BORROWER OR ANY RESTRICTED SUBSIDIARY THAT WOULD, IF MADE, HAVE A
MATERIAL ADVERSE EFFECT.
ON THE CLOSING DATE, NO LOAN PARTY IS PARTY TO ANY TAX
SHARING AGREEMENT.
5.12
ERISA COMPLIANCE.
(A)
EXCEPT AS COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT, EACH PLAN IS IN COMPLIANCE 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
PARENT AND THE BORROWER, NOTHING HAS OCCURRED WHICH WOULD PREVENT, OR CAUSE THE
LOSS OF, SUCH QUALIFICATION.
THE PARENT, THE BORROWER 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 PARENT AND
THE BORROWER, THREATENED CLAIMS, ACTIONS OR LAWSUITS, OR ACTION BY ANY
GOVERNMENTAL AUTHORITY, WITH RESPECT TO ANY PLAN THAT COULD BE 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)
EXCEPT AS COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT, (I) NO ERISA EVENT HAS OCCURRED WITHIN THE PAST SIX YEARS OR IS
REASONABLY EXPECTED TO OCCUR;
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(II) NO PENSION PLAN HAS ANY