REASONABLY BE EXPECTED TO BE IN EXCESS OF $1,000,000 IN THE
AGGREGATE, AND NEITHER HOLDINGS NOR ANY SUBSIDIARY OF HOLDINGS HAS PERMITTED ANY
CURRENT OR FORMER TENANT OR OCCUPANT OF THE REAL ESTATE TO ENGAGE IN ANY SUCH
OPERATIONS; (VI) THERE IS NO LITIGATION ARISING UNDER OR RELATED TO ANY
ENVIRONMENTAL LAWS, ENVIRONMENTAL PERMITS OR HAZARDOUS MATERIAL THAT SEEKS
DAMAGES, PENALTIES, FINES, COSTS OR EXPENSES IN EXCESS OF $1,000,000 IN THE
AGGREGATE OR INJUNCTIVE RELIEF AGAINST, OR THAT ALLEGES CRIMINAL MISCONDUCT
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BY, HOLDINGS OR ANY SUBSIDIARY OF HOLDINGS; (VII) NO NOTICE HAS BEEN RECEIVED BY
HOLDINGS OR ANY SUBSIDIARY OF HOLDINGS IDENTIFYING ANY OF THEM AS A "POTENTIALLY
RESPONSIBLE PARTY" OR REQUESTING INFORMATION UNDER CERCLA OR ANALOGOUS STATE
STATUTES, AND TO THE KNOWLEDGE OF ANY RESPONSIBLE OFFICER OF ANY THE CREDIT
PARTIES, THERE ARE NO FACTS, CIRCUMSTANCES OR CONDITIONS THAT COULD REASONABLY
BE EXPECTED TO RESULT IN ANY OF HOLDINGS OR ITS SUBSIDIARIES BEING IDENTIFIED AS
A "POTENTIALLY RESPONSIBLE PARTY" UNDER CERCLA OR ANALOGOUS STATE STATUTES; AND
(VIII) HOLDINGS AND ITS SUBSIDIARIES HAVE PROVIDED TO AGENT COPIES OF ALL
ENVIRONMENTAL REPORTS, REVIEWS AND AUDITS AND ALL WRITTEN INFORMATION PERTAINING
TO ACTUAL OR POTENTIAL ENVIRONMENTAL LIABILITIES, IN EACH CASE RELATING TO ANY
OF HOLDINGS OR ITS SUBSIDIARIES TO THE EXTENT THE FOREGOING ARE IN THE
POSSESSION, CUSTODY OR CONTROL OF HOLDINGS OR ITS SUBSIDIARIES.
(B)
HOLDINGS AND BORROWER EACH HEREBY ACKNOWLEDGES AND AGREES THAT
AGENT (I) IS NOT NOW, AND HAS NOT EVER BEEN, IN CONTROL OF ANY OF THE REAL
ESTATE OR AFFAIRS OF HOLDINGS OR ITS SUBSIDIARIES AND (II) DOES NOT HAVE THE
CAPACITY THROUGH THE PROVISIONS OF THE LOAN DOCUMENTS OR OTHERWISE TO INFLUENCE
HOLDING'S OR ITS SUBSIDIARIES' CONDUCT WITH RESPECT TO THE OWNERSHIP, OPERATION
OR MANAGEMENT OF ANY OF THEIR REAL ESTATE OR COMPLIANCE WITH ENVIRONMENTAL LAWS
OR ENVIRONMENTAL PERMITS.
5.14
ERISA; FOREIGN PENSION PLANS.
(A)
SCHEDULE 5.14 LISTS ALL MATERIAL PLANS AND MATERIAL FOREIGN
PENSION PLANS THAT ARE SPONSORED OR MAINTAINED BY ANY CREDIT PARTY AND ALL TITLE
IV PLANS, MULTIEMPLOYER PLANS THAT ANY CREDIT PARTY OR ERISA AFFILIATE
CONTRIBUTES TO, SPONSORS OR MAINTAINS.
COPIES OF ALL TITLE IV PLANS, TOGETHER
WITH A COPY OF THE LATEST FORM 5500-SERIES REPORT FOR EACH SUCH TITLE IV PLAN
HAVE BEEN MADE AVAILABLE TO AGENT.
EXCEPT WITH RESPECT TO MULTIEMPLOYER PLANS,
EACH QUALIFIED PLAN HAS RECEIVED A FAVORABLE DETERMINATION FROM THE IRS, IS
MAINTAINED UNDER A PROTOTYPE PLAN AND MAY RELY UPON A FAVORABLE OPINION LETTER
ISSUED BY THE IRS WITH RESPECT TO SUCH PROTOTYPE PLAN, OR IS WITHIN THE
APPLICABLE REMEDIAL AMENDMENT PERIOD.
EXCEPT AS WOULD NOT BE REASONABLY
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT: (I) EACH PLAN IS IN COMPLIANCE WITH
THE APPLICABLE PROVISIONS OF ERISA AND THE IRC, (II) NEITHER ANY CREDIT PARTY
NOR ERISA AFFILIATE HAS FAILED TO MAKE ANY CONTRIBUTION OR PAY ANY AMOUNT DUE AS
REQUIRED BY EITHER SECTION 412 OF THE IRC OR SECTION 302 OF ERISA OR THE TERMS
OF ANY TITLE IV PLAN AND (III) NEITHER ANY