THAT IT IS NOT IN SUBSTANTIAL COMPLIANCE WITH ANY OF THE REQUIREMENTS OF ERISA,
THE CODE OR APPLICABLE STATE LAW WITH RESPECT TO ANY PLAN.
NO REPORTABLE EVENT
EXISTS IN CONNECTION WITH ANY PENSION PLAN.
EACH PLAN THAT IS INTENDED TO
QUALIFY UNDER THE CODE IS SO QUALIFIED, AND NO FACT OR CIRCUMSTANCE EXISTS WHICH
MAY HAVE AN ADVERSE EFFECT ON THE PLAN'S TAX-QUALIFIED STATUS THAT IS NOT
CORRECTABLE UNDER AVAILABLE GOVERNMENT CORRECTION PROGRAMS.
NO OBLIGOR OR ANY
OF ITS ERISA AFFILIATES HAS (I) ANY ACCUMULATED FUNDING DEFICIENCY (AS DEFINED
IN SECTION 302 OF
51
ERISA AND SECTION 412 OF THE CODE) UNDER ANY PLAN, WHETHER OR NOT WAIVED;
(II) ANY MATERIAL LIABILITY UNDER SECTION 4201 OR 4243 OF ERISA FOR ANY
WITHDRAWAL, PARTIAL WITHDRAWAL, REORGANIZATION OR OTHER EVENT UNDER ANY
MULTI-EMPLOYER PLAN; OR (III) ANY MATERIAL LIABILITY OR KNOWLEDGE OF ANY FACTS
OR CIRCUMSTANCES WHICH COULD RESULT IN ANY MATERIAL LIABILITY TO THE PENSION
BENEFIT GUARANTY CORPORATION, THE INTERNAL REVENUE SERVICE, THE DEPARTMENT OF
LABOR OR ANY PARTICIPANT IN CONNECTION WITH ANY PLAN (OTHER THAN ROUTINE CLAIMS
FOR BENEFITS UNDER THE PLAN). OTHER THAN CLAIMS FOR BENEFITS IN THE ORDINARY
COURSE OF BUSINESS, THERE ARE NO ACTIONS, SUITS, DISPUTES, ARBITRATIONS OR OTHER
MATERIAL CLAIMS PENDING OR, TO ANY OBLIGOR'S KNOWLEDGE, THREATENED WITH RESPECT
TO ANY PLAN.
SECTION 4.12
ENVIRONMENTAL COMPLIANCE.
EXCEPT AS DISCLOSED ON
SCHEDULE 4.12, EACH OBLIGOR HAS OBTAINED ALL PERMITS, LICENSES AND OTHER
AUTHORIZATIONS THAT ARE REQUIRED UNDER FEDERAL, STATE AND LOCAL LAWS AND
REGULATIONS RELATING TO EMISSIONS, DISCHARGES, RELEASES OF POLLUTANTS,
CONTAMINANTS, HAZARDOUS OR TOXIC MATERIALS, OR WASTES INTO AMBIENT AIR, SURFACE
WATER, GROUND WATER OR LAND, OR OTHERWISE RELATING TO THE MANUFACTURE,
PROCESSING, DISTRIBUTION, USE, TREATMENT, STORAGE, DISPOSAL, TRANSPORT OR
HANDLING OF POLLUTANTS, CONTAMINANTS OR HAZARDOUS OR TOXIC MATERIALS OR WASTES
("ENVIRONMENTAL LAWS") AT ITS FACILITIES OR IN CONNECTION WITH THE OPERATION OF
ITS FACILITIES, IF THE FAILURE TO OBTAIN SUCH PERMITS, LICENSES OR OTHER
AUTHORIZATIONS WOULD RESULT IN A MATERIAL ADVERSE EFFECT.
EXCEPT AS DISCLOSED
ON SCHEDULE 4.12, EACH OBLIGOR AND ALL ACTIVITIES OF EACH OBLIGOR AT ITS
FACILITIES COMPLY WITH ALL MATERIAL ENVIRONMENTAL LAWS AND WITH ALL TERMS AND
CONDITIONS OF ANY REQUIRED PERMITS, LICENSES AND AUTHORIZATIONS APPLICABLE TO
SUCH PERSON WITH RESPECT THERETO, THE NONCOMPLIANCE OF WHICH WOULD REQUIRE
AGGREGATE EXPENDITURES BY THE BORROWER IN EXCESS OF $15,000,000 IN ANY FISCAL
YEAR (IN EXCESS OF THE AMOUNTS SET FORTH IN THE OBLIGOR'S BUDGET FOR SUCH FISCAL
YEAR DELIVERED TO THE ADMINISTRATIVE AGENT HEREUNDER).
TO THE KNOWLEDGE OF EACH
OBLIGOR, EACH OBLIGOR IS IN MATERIAL COMPLIANCE WITH ALL LIMITATIONS,
RESTRICTIONS, CONDITIONS, STANDARDS, PROHIBITIONS, REQUIREMENTS, OBLIGATIONS,
SCHEDULES AND TIMETABLES CONTAINED IN ENVIRONMENTAL LAWS OR CONTAINED IN ANY
PLAN, ORDER, DECREE, JUDGMENT OR NOTICE OF WHICH SUCH OBLIGOR HAS KNOWLEDGE AND
WITH RESPECT TO WHICH NONCOMPLIANCE WOULD REQUIRE AGGREGATE EXPENDITURES BY ANY
OBLIGOR IN EXCESS OF 15,000,000 IN ANY FISCAL YEAR (IN EXCESS OF THE AMOUNTS SET
FORTH IN THE OBLIGOR'S BUDGET FOR SUCH FISCAL YEAR DELIVERED TO THE
ADMINISTRATIVE AGENT HEREUNDER).
EXCEPT AS