OTHER AUTHORIZATIONS OR APPROVALS
REQUIRED OF THEM UNDER APPLICABLE ENVIRONMENTAL LAWS TO CONDUCT THEIR RESPECTIVE
BUSINESSES, AND (Z) HAVE NOT RECEIVED NOTICE OF ANY ACTUAL OR POTENTIAL
LIABILITY UNDER OR RELATING TO ANY ENVIRONMENTAL LAWS, INCLUDING FOR THE
INVESTIGATION OR REMEDIATION OF ANY DISPOSAL OR RELEASE OF HAZARDOUS OR TOXIC
SUBSTANCES OR WASTES, POLLUTANTS OR CONTAMINANTS, AND HAVE NO KNOWLEDGE OF ANY
EVENT OR CONDITION THAT WOULD REASONABLY BE EXPECTED TO RESULT IN ANY SUCH
NOTICE, AND (II) THERE ARE NO COSTS OR LIABILITIES ASSOCIATED WITH ENVIRONMENTAL
LAWS OF OR RELATING TO THE COMPANY OR ITS SUBSIDIARIES, EXCEPT IN THE CASE OF
EACH OF (I) AND (II) ABOVE, FOR ANY SUCH FAILURE TO COMPLY, OR FAILURE TO
RECEIVE REQUIRED PERMITS, LICENSES OR APPROVALS, OR COST OR LIABILITY, AS WOULD
NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
(Z)
COMPLIANCE WITH ERISA.
(I) EACH EMPLOYEE BENEFIT PLAN, WITHIN
THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), FOR WHICH THE COMPANY OR ANY MEMBER OF ITS
"CONTROLLED GROUP" (DEFINED AS ANY ORGANIZATION WHICH IS A MEMBER OF A
CONTROLLED GROUP OF CORPORATIONS
10
WITHIN THE MEANING OF SECTION 414 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE")) WOULD HAVE ANY LIABILITY (EACH, A "PLAN") HAS BEEN
MAINTAINED IN COMPLIANCE WITH ITS TERMS AND THE REQUIREMENTS OF ANY APPLICABLE
STATUTES, ORDERS, RULES AND REGULATIONS, INCLUDING BUT NOT LIMITED TO ERISA AND
THE CODE, EXCEPT WHERE SUCH NONCOMPLIANCE, INDIVIDUALLY OR IN THE AGGREGATE,
WOULD HAVE A MATERIAL ADVERSE EFFECT;
(II) NO PROHIBITED TRANSACTION, WITHIN
THE MEANING OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, HAS OCCURRED
WITH RESPECT TO ANY PLAN EXCLUDING TRANSACTIONS EFFECTED PURSUANT TO A STATUTORY
OR ADMINISTRATIVE EXEMPTION THAT WOULD HAVE A MATERIAL ADVERSE EFFECT; NONE OF
THE COMPANY, ANY OF ITS SUBSIDIARIES, OR ANY ENTITY THAT WAS AT ANY TIME
REQUIRED TO BE TREATED AS A SINGLE EMPLOYER TOGETHER WITH THE COMPANY UNDER
SECTION 414(B)(C)(M) OR (O) OF THE CODE OR SECTION 4001(A)(L4) OF ERISA HAS
INCURRED OR REASONABLY EXPECTS TO INCUR ANY LIABILITY UNDER SECTION 302 OF
ERISA, SECTION 412 OF THE CODE OR TITLE IV OF ERISA THAT WOULD HAVE A MATERIAL
ADVERSE EFFECT; AND EACH SUCH PENSION PLAN THAT IS INTENDED TO BE QUALIFIED
UNDER SECTION 401(A) OF THE CODE IS SO QUALIFIED IN ALL MATERIAL RESPECTS AND,
TO THE BEST KNOWLEDGE OF THE COMPANY, NOTHING HAS OCCURRED, WHETHER BY ACTION OR
BY FAILURE TO ACT, WHICH WOULD CAUSE THE LOSS OF SUCH QUALIFICATION.
(AA)
MATERIAL CONTRACTS.
THE REPRESENTATIVE OR ITS COUNSEL HAVE BEEN
PROVIDED WITH COMPLETE AND GENUINE COPIES (OR, TO THE EXTENT NOT EXECUTED AS OF
THE DATE HEREOF, CURRENT DRAFTS) OF ALL MATERIAL CONTRACTS, AGREEMENTS,
INSTRUMENTS AND OTHER DOCUMENTS OF THE COMPANY THAT ARE REQUIRED AT THE CLOSING
TIME TO BE DESCRIBED IN THE OFFERING MEMORANDUM OR THE TIME OF SALE INFORMATION,
AND THE COPIES OF ALL SUCH MATERIAL CONTRACTS, AGREEMENTS, INSTRUMENTS AND OTHER
DOCUMENTS