TO LIABILITY
UNDER, ANY APPLICABLE ENVIRONMENTAL LAWS;
(V)
NO JUDICIAL PROCEEDINGS OR GOVERNMENTAL OR ADMINISTRATIVE ACTION
IS PENDING, OR, TO THE KNOWLEDGE OF THE BORROWER, THREATENED, UNDER ANY
ENVIRONMENTAL LAW TO WHICH THE BORROWER OR ANY OF ITS SUBSIDIARIES IS OR WILL BE
NAMED AS A POTENTIALLY RESPONSIBLE PARTY WITH RESPECT TO SUCH PROPERTIES OR
OPERATIONS CONDUCTED IN CONNECTION THEREWITH, NOR ARE THERE ANY CONSENT DECREES
OR OTHER DECREES, CONSENT ORDERS, ADMINISTRATIVE ORDERS OR OTHER ORDERS, OR
OTHER ADMINISTRATIVE OR JUDICIAL REQUIREMENTS OUTSTANDING UNDER ANY
ENVIRONMENTAL LAW WITH RESPECT TO BORROWER, ANY SUBSIDIARY OR SUCH PROPERTIES OR
SUCH OPERATIONS; AND
(VI)
THERE HAS BEEN NO RELEASE, OR TO THE BORROWER'S KNOWLEDGE AFTER
DUE INQUIRY, THREAT OF RELEASE, OF HAZARDOUS MATERIALS AT OR FROM PROPERTIES
OWNED, LEASED OR OPERATED BY THE BORROWER OR ANY SUBSIDIARY, NOW OR IN THE PAST,
IN VIOLATION OF OR IN AMOUNTS OR IN A MANNER THAT COULD GIVE RISE TO LIABILITY
UNDER ENVIRONMENTAL LAWS.
51
(H)
ERISA.
(I)
AS OF THE CLOSING DATE, NO CREDIT PARTY AND NO ERISA AFFILIATE
MAINTAINS OR CONTRIBUTES TO, OR HAS ANY OBLIGATION UNDER, ANY EMPLOYEE BENEFIT
PLANS OR MULTIEMPLOYER PLANS OTHER THAN THOSE IDENTIFIED ON SCHEDULE 6.1(H);
(II)
EACH CREDIT PARTY AND EACH ERISA AFFILIATE IS IN COMPLIANCE WITH
ALL APPLICABLE PROVISIONS OF ERISA WITH RESPECT TO ALL EMPLOYEE BENEFIT PLANS OR
MULTIEMPLOYER PLANS, EXCEPT FOR ANY REQUIRED AMENDMENTS FOR WHICH THE REMEDIAL
AMENDMENT PERIOD AS DEFINED IN SECTION 401(B) OF THE CODE HAS NOT YET EXPIRED
AND EXCEPT WHERE A FAILURE TO SO COMPLY COULD NOT REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT.
EACH EMPLOYEE BENEFIT PLAN THAT IS INTENDED TO BE
QUALIFIED UNDER SECTION 401(A) OF THE CODE HAS BEEN DETERMINED BY THE INTERNAL
REVENUE SERVICE TO BE SO QUALIFIED, AND EACH TRUST RELATED TO SUCH PLAN HAS BEEN
DETERMINED TO BE EXEMPT UNDER SECTION 501(A) OF THE CODE, EXCEPT FOR SUCH PLANS
THAT HAVE NOT YET RECEIVED DETERMINATION LETTERS BUT FOR WHICH THE REMEDIAL
AMENDMENT PERIOD FOR SUBMITTING A DETERMINATION LETTER APPLICATION HAS NOT YET
EXPIRED.
NO LIABILITY HAS BEEN INCURRED BY ANY CREDIT PARTY OR ANY ERISA
AFFILIATE WHICH REMAINS UNSATISFIED FOR ANY TAXES OR PENALTIES WITH RESPECT TO
ANY EMPLOYEE BENEFIT PLAN OR ANY MULTIEMPLOYER PLAN EXCEPT FOR A LIABILITY THAT
COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(III)
AS OF THE CLOSING DATE, NO PENSION PLAN HAS BEEN TERMINATED, NOR
HAS ANY ACCUMULATED FUNDING DEFICIENCY (AS DEFINED IN SECTION 412 OF THE CODE)
BEEN INCURRED (WITHOUT REGARD TO ANY WAIVER GRANTED UNDER SECTION 412 OF THE
CODE), NOR HAS ANY FUNDING WAIVER FROM THE INTERNAL REVENUE SERVICE BEEN
RECEIVED OR REQUESTED WITH RESPECT TO ANY PENSION PLAN, NOR HAS ANY CREDIT PARTY
OR ANY ERISA AFFILIATE FAILED TO MAKE ANY CONTRIBUTIONS OR TO PAY ANY AMOUNTS
DUE AND OWING AS REQUIRED BY SECTION 412 OF THE CODE, SECTION 302 OF ERISA OR
THE TERMS OF ANY PENSION PLAN PRIOR TO THE DUE DATES OF SUCH CONTRIBUTIONS UNDER