AND ENVIRONMENTAL COMPLIANCE.
(A)
EACH BORROWER HAS DULY COMPLIED WITH IN ALL MATERIAL RESPECTS, AND
ITS FACILITIES, BUSINESS, ASSETS, PROPERTY, LEASEHOLDS, REAL PROPERTY AND
EQUIPMENT ARE IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH, THE PROVISIONS OF THE
FEDERAL OCCUPATIONAL SAFETY AND HEALTH ACT, THE ENVIRONMENTAL PROTECTION ACT,
RCRA AND ALL OTHER ENVIRONMENTAL LAWS; THERE HAVE BEEN NO OUTSTANDING CITATIONS,
NOTICES OR ORDERS OF NON-COMPLIANCE ISSUED TO ANY BORROWER OR RELATING TO ITS
BUSINESS, ASSETS, PROPERTY, LEASEHOLDS OR EQUIPMENT UNDER ANY SUCH LAWS, RULES
OR REGULATIONS WHICH COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT.
(B)
EACH BORROWER HAS BEEN ISSUED ALL REQUIRED FEDERAL, STATE,
CANADIAN, PROVINCIAL AND LOCAL LICENSES, CERTIFICATES OR PERMITS RELATING TO ALL
APPLICABLE ENVIRONMENTAL LAWS, EXCEPT WHERE SUCH FAILURE COULD NOT REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(C)
TO THE BEST OF BORROWER'S KNOWLEDGE, (I) THERE ARE NO VISIBLE
SIGNS OF RELEASES, SPILLS, DISCHARGES, LEAKS OR DISPOSAL (COLLECTIVELY REFERRED
TO AS "RELEASES") OF HAZARDOUS SUBSTANCES AT, UPON, UNDER OR WITHIN ANY REAL
PROPERTY; (II) THERE ARE NO UNDERGROUND STORAGE TANKS OR POLYCHLORINATED
BIPHENYLS ON THE REAL PROPERTY; (III) THE REAL PROPERTY HAS NEVER BEEN USED AS A
TREATMENT, STORAGE OR DISPOSAL FACILITY OF HAZARDOUS WASTE; AND (IV) NO
HAZARDOUS SUBSTANCES ARE PRESENT ON THE REAL PROPERTY INCLUDING ANY PREMISES
LEASED BY ANY BORROWER WHICH WOULD RESULT IN A MATERIAL ADVERSE EFFECT,
EXCEPTING SUCH QUANTITIES AS ARE HANDLED IN ACCORDANCE WITH ALL APPLICABLE
MANUFACTURER'S INSTRUCTIONS AND GOVERNMENTAL REGULATIONS AND IN PROPER STORAGE
CONTAINERS AND AS ARE NECESSARY FOR THE OPERATION OF THE COMMERCIAL BUSINESS OF
ANY BORROWER OR OF ITS TENANTS.
5.8.
SOLVENCY; NO LITIGATION, VIOLATION, INDEBTEDNESS OR DEFAULT; ERISA
COMPLIANCE.
(A)
EACH BORROWER IS SOLVENT, ABLE TO PAY ITS DEBTS AS THEY MATURE,
HAS CAPITAL SUFFICIENT TO CARRY ON ITS BUSINESS AND ALL BUSINESSES IN WHICH IT
IS ABOUT TO ENGAGE, AND (I) AS OF THE CLOSING DATE, THE FAIR PRESENT SALEABLE
VALUE OF ITS ASSETS, CALCULATED ON A GOING CONCERN BASIS, IS IN EXCESS OF THE
AMOUNT OF ITS LIABILITIES AND (II) SUBSEQUENT TO THE CLOSING DATE, THE FAIR
SALEABLE VALUE OF ITS ASSETS (CALCULATED ON A GOING CONCERN BASIS) WILL BE IN
EXCESS OF THE AMOUNT OF ITS LIABILITIES.
(B)
EXCEPT AS DISCLOSED IN SCHEDULE 5.8(B), NO BORROWER HAS (I) ANY
PENDING OR THREATENED LITIGATION, ARBITRATION, ACTIONS OR PROCEEDINGS WHICH
COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT, AND (II)
ANY LIABILITIES OR INDEBTEDNESS FOR BORROWED MONEY OTHER THAN THE OBLIGATIONS.
(C)
NO BORROWER IS IN VIOLATION OF ANY APPLICABLE STATUTE, LAW, RULE,
REGULATION OR ORDINANCE IN ANY RESPECT WHICH COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT, NOR IS ANY BORROWER IN VIOLATION OF ANY ORDER OF
ANY COURT, GOVERNMENTAL BODY OR ARBITRATION BOARD OR TRIBUNAL.
(D)
NO BORROWER NOR ANY MEMBER OF THE CONTROLLED GROUP MAINTAINS OR IS
REQUIRED TO CONTRIBUTE TO ANY PLAN OTHER THAN THOSE LISTED ON SCHEDULE 5.8(D)
HERETO.
(I) NO PLAN HAS INCURRED ANY "ACCUMULATED FUNDING DEFICIENCY,"