IN A MATERIAL ADVERSE EFFECT,
(X) EACH BENEFIT PLAN IS IN COMPLIANCE WITH APPLICABLE PROVISIONS OF ERISA, THE
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
72
AND LIABILITIES (CONTINGENT OR OTHERWISE) REMAIN OUTSTANDING.
NO BENEFIT PLAN
AND NO OTHER EMPLOYEE BENEFIT PLAN MAINTAINED, SPONSORED OR CONTRIBUTED TO BY
ANY LOAN PARTY OR ERISA AFFILIATE IS A DEFINED BENEFIT PENSION PLAN OR IS
SUBJECT TO THE MINIMUM FUNDING REQUIREMENTS OF SECTION 412 OF THE CODE OR TITLE
IV OF ERISA.
NO LOAN PARTY OR ERISA AFFILIATE HAS ANY OBLIGATION TO CONTRIBUTE
TO ANY MULTIEMPLOYER PLAN.
SECTION 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
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT, (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 (BUT SOLELY TO THE KNOWLEDGE OF
THE GROUP MEMBERS WITH RESPECT TO ANY REAL PROPERTY NEITHER OCCUPIED BY NOR
OWNED BY 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, WOULD
NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT, (C) 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 WOULD NOT REASONABLY BE EXPECTED TO RESULT, IN THE AGGREGATE,
IN A MATERIAL ADVERSE EFFECT, (D) NO GROUP MEMBER HAS RECEIVED ANY INFORMATION
REQUEST OR NOTICE OF POTENTIAL RESPONSIBILITY UNDER CERCLA OR SIMILAR
ENVIRONMENTAL LAWS, THAT, IN THE AGGREGATE, WOULD BE REASONABLY EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT AND (E) EACH GROUP MEMBER HAS MADE AVAILABLE TO THE
ADMINISTRATIVE AGENT COPIES OF ALL EXISTING ENVIRONMENTAL REPORTS, REVIEWS AND
AUDITS AND ALL DOCUMENTS CONTAINING MATERIAL INFORMATION PERTAINING TO ACTUAL OR
POTENTIAL ENVIRONMENTAL LIABILITIES, IN EACH CASE TO THE