CODE AND OTHER REQUIREMENTS
OF LAW, (Y) THERE ARE NO EXISTING OR PENDING (OR TO THE KNOWLEDGE OF ANY GROUP
MEMBER, THREATENED) CLAIMS (OTHER THAN ROUTINE CLAIMS FOR BENEFITS IN THE NORMAL
COURSE), SANCTIONS, ACTIONS, LAWSUITS OR OTHER PROCEEDINGS OR INVESTIGATION
INVOLVING ANY BENEFIT PLAN TO WHICH ANY GROUP MEMBER INCURS OR OTHERWISE HAS OR
COULD HAVE AN OBLIGATION OR ANY LIABILITY AND (Z) NO ERISA EVENT IS REASONABLY
EXPECTED TO OCCUR.
ON THE CLOSING DATE, NO ERISA EVENT HAS OCCURRED IN
CONNECTION WITH WHICH OBLIGATIONS AND LIABILITIES (CONTINGENT OR OTHERWISE)
REMAIN OUTSTANDING.
NO ERISA AFFILIATE WOULD HAVE ANY MATERIAL WITHDRAWAL
LIABILITY AS A RESULT OF A COMPLETE WITHDRAWAL FROM ANY MULTIEMPLOYER PLAN ON
THE DATE THIS REPRESENTATION IS MADE.
4.14
ENVIRONMENTAL MATTERS.
EXCEPT AS SET FORTH ON SCHEDULE 4.14, (A)
THE OPERATIONS OF EACH GROUP MEMBER ARE AND HAVE BEEN IN COMPLIANCE WITH ALL
APPLICABLE ENVIRONMENTAL LAWS, INCLUDING OBTAINING, MAINTAINING AND COMPLYING
WITH ALL PERMITS REQUIRED BY ANY APPLICABLE ENVIRONMENTAL LAW, OTHER THAN
NON-COMPLIANCES THAT, IN THE AGGREGATE, WOULD NOT HAVE A REASONABLE LIKELIHOOD
OF RESULTING IN MATERIAL ENVIRONMENTAL LIABILITIES, (B) NO GROUP MEMBER IS PARTY
TO, AND NO GROUP MEMBER AND NO REAL PROPERTY CURRENTLY (OR TO THE KNOWLEDGE OF
ANY GROUP MEMBER PREVIOUSLY) OWNED, LEASED, SUBLEASED, OPERATED OR OTHERWISE
OCCUPIED BY OR FOR ANY GROUP MEMBER IS SUBJECT TO OR THE SUBJECT OF, ANY
CONTRACTUAL OBLIGATION OR ANY PENDING (OR, TO THE KNOWLEDGE OF ANY GROUP MEMBER,
THREATENED) ORDER, ACTION, INVESTIGATION, SUIT, PROCEEDING, AUDIT, CLAIM,
DEMAND, DISPUTE OR NOTICE OF VIOLATION OR OF POTENTIAL LIABILITY OR SIMILAR
NOTICE UNDER OR PURSUANT TO ANY ENVIRONMENTAL LAW OTHER THAN THOSE THAT, IN THE
AGGREGATE, ARE NOT REASONABLY LIKELY TO RESULT IN MATERIAL ENVIRONMENTAL
LIABILITIES, (C) NO LIEN IN FAVOR OF ANY GOVERNMENTAL AUTHORITY SECURING, IN
WHOLE OR IN PART, ENVIRONMENTAL LIABILITIES HAS ATTACHED TO ANY PROPERTY OF ANY
GROUP MEMBER AND, TO THE KNOWLEDGE OF ANY GROUP MEMBER, NO FACTS, CIRCUMSTANCES
OR CONDITIONS EXIST THAT COULD REASONABLY BE EXPECTED TO RESULT IN ANY SUCH LIEN
ATTACHING TO ANY SUCH PROPERTY, (D) NO GROUP MEMBER HAS CAUSED OR SUFFERED TO
OCCUR A RELEASE OF HAZARDOUS MATERIALS AT, TO OR FROM ANY REAL PROPERTY OF ANY
GROUP MEMBER AND EACH SUCH REAL PROPERTY IS FREE OF CONTAMINATION BY ANY
HAZARDOUS MATERIALS EXCEPT FOR SUCH RELEASE OR CONTAMINATION THAT COULD NOT
REASONABLY BE EXPECTED TO RESULT, IN THE AGGREGATE, IN MATERIAL ENVIRONMENTAL
LIABILITIES, (E) NO GROUP MEMBER (I) IS OR HAS BEEN ENGAGED IN, OR HAS PERMITTED
ANY CURRENT OR FORMER TENANT TO ENGAGE IN, OPERATIONS, OR (II) KNOWS OF ANY
FACTS, CIRCUMSTANCES OR CONDITIONS, INCLUDING RECEIPT OF ANY INFORMATION REQUEST
OR NOTICE OF POTENTIAL RESPONSIBILITY UNDER CERCLA OR SIMILAR ENVIRONMENTAL
LAWS, THAT, IN THE AGGREGATE, WOULD HAVE A REASONABLE LIKELIHOOD OF RESULTING IN
MATERIAL ENVIRONMENTAL LIABILITIES AND (F) EACH GROUP MEMBER HAS MADE AVAILABLE
TO THE ADMINISTRATIVE AGENT COPIES OF ALL MATERIAL ENVIRONMENTAL REPORTS,
REVIEWS AND AUDITS AND ALL MATERIAL DOCUMENTS PERTAINING TO ACTUAL OR POTENTIAL
ENVIRONMENTAL LIABILITIES, IN EACH CASE