HOLDINGS NOR ANY SUBSIDIARY OF HOLDINGS IS INVOLVED IN OPERATIONS OR KNOWS OF
ANY FACTS, CIRCUMSTANCES OR CONDITIONS, INCLUDING ANY RELEASES OF HAZARDOUS
MATERIALS, THAT ARE LIKELY TO RESULT IN ANY ENVIRONMENTAL LIABILITIES OF
HOLDINGS OR ANY SUBSIDIARY OF HOLDINGS WHICH COULD REASONABLY BE EXPECTED TO BE
IN EXCESS OF $1,000,000 IN THE AGGREGATE, AND NEITHER HOLDINGS NOR ANY
SUBSIDIARY OF HOLDINGS HAS PERMITTED ANY CURRENT OR FORMER TENANT OR OCCUPANT OF
THE REAL ESTATE TO ENGAGE IN ANY SUCH OPERATIONS; (VI) THERE IS NO LITIGATION
ARISING UNDER OR RELATED TO ANY ENVIRONMENTAL LAWS, ENVIRONMENTAL PERMITS OR
HAZARDOUS MATERIAL THAT SEEKS DAMAGES, PENALTIES, FINES, COSTS OR EXPENSES IN
EXCESS OF $1,000,000 IN THE AGGREGATE OR INJUNCTIVE RELIEF AGAINST, OR THAT
ALLEGES CRIMINAL MISCONDUCT BY, HOLDINGS OR ANY SUBSIDIARY OF HOLDINGS; (VII) NO
NOTICE HAS BEEN RECEIVED BY HOLDINGS OR ANY SUBSIDIARY OF HOLDINGS IDENTIFYING
ANY OF THEM AS A "POTENTIALLY RESPONSIBLE PARTY" OR REQUESTING INFORMATION UNDER
CERCLA OR ANALOGOUS STATE STATUTES, AND TO THE KNOWLEDGE OF ANY RESPONSIBLE
OFFICER OF ANY THE CREDIT PARTIES, THERE ARE NO FACTS, CIRCUMSTANCES OR
CONDITIONS THAT COULD REASONABLY BE EXPECTED TO RESULT IN ANY OF HOLDINGS OR ITS
SUBSIDIARIES BEING IDENTIFIED AS A "POTENTIALLY RESPONSIBLE PARTY" UNDER CERCLA
OR ANALOGOUS STATE STATUTES; AND (VIII) HOLDINGS AND ITS SUBSIDIARIES HAVE
PROVIDED TO AGENT COPIES OF ALL ENVIRONMENTAL REPORTS, REVIEWS AND AUDITS AND
ALL WRITTEN INFORMATION PERTAINING TO ACTUAL OR POTENTIAL ENVIRONMENTAL
LIABILITIES, IN EACH CASE RELATING TO ANY OF HOLDINGS OR ITS SUBSIDIARIES TO THE
EXTENT THE FOREGOING ARE IN THE POSSESSION, CUSTODY OR CONTROL OF HOLDINGS OR
ITS SUBSIDIARIES.
(B)
HOLDINGS AND BORROWER EACH HEREBY ACKNOWLEDGES AND
AGREES THAT AGENT (I) IS NOT NOW, AND HAS NOT EVER BEEN, IN CONTROL OF ANY OF
THE REAL ESTATE OR AFFAIRS OF HOLDINGS OR ITS SUBSIDIARIES AND (II) DOES NOT
HAVE THE CAPACITY THROUGH THE PROVISIONS OF THE LOAN DOCUMENTS OR OTHERWISE TO
INFLUENCE HOLDING'S OR ITS SUBSIDIARIES' CONDUCT WITH RESPECT TO THE OWNERSHIP,
OPERATION OR MANAGEMENT OF ANY OF THEIR REAL ESTATE OR COMPLIANCE WITH
ENVIRONMENTAL LAWS OR ENVIRONMENTAL PERMITS.
5.14.
ERISA; FOREIGN PENSION PLANS.
(A)
SCHEDULE 5.14 LISTS ALL MATERIAL PLANS AND MATERIAL
FOREIGN PENSION PLANS THAT ARE SPONSORED OR MAINTAINED BY ANY CREDIT PARTY AND
ALL TITLE IV PLANS, MULTIEMPLOYER PLANS THAT ANY CREDIT PARTY OR ERISA AFFILIATE
CONTRIBUTES TO, SPONSORS OR MAINTAINS.
COPIES OF ALL TITLE IV PLANS, TOGETHER
WITH A COPY OF THE LATEST FORM 5500-SERIES REPORT FOR EACH SUCH TITLE IV PLAN
HAVE BEEN MADE AVAILABLE TO AGENT.
EXCEPT WITH RESPECT TO MULTIEMPLOYER PLANS,
EACH QUALIFIED PLAN HAS RECEIVED A FAVORABLE DETERMINATION FROM THE IRS, IS
MAINTAINED UNDER A PROTOTYPE PLAN AND MAY RELY UPON A FAVORABLE OPINION LETTER
ISSUED BY THE IRS WITH RESPECT TO SUCH PROTOTYPE PLAN, OR IS WITHIN THE
APPLICABLE REMEDIAL AMENDMENT PERIOD.
EXCEPT AS WOULD NOT BE REASONABLY
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT: (I) EACH PLAN IS IN COMPLIANCE WITH
THE APPLICABLE PROVISIONS OF ERISA AND THE IRC, (II) NEITHER ANY CREDIT PARTY