connection with any Pension Plan.
Each
Plan which is intended to qualify under the IRC is so qualified, and no fact or
circumstance exists which may have an adverse effect on the Plan's tax-qualified
status.
Neither the Borrower nor any ERISA Affiliate has (i) any accumulated
funding deficiency (as defined in Section 302 of ERISA and Section 412 of the
IRC) under any Plan, whether or not waived, (ii) any liability under
Section 4201 or 4243 of ERISA for any withdrawal, partial withdrawal,
reorganization or other event under any Multiemployer Plan or (iii) any
liability or knowledge of any facts or circumstances which could result in any
liability to the Pension Benefit Guaranty Corporation, the Internal Revenue
Service, the Department of Labor or any participant in connection with any Plan
(other than routine claims for benefits under the Plan).
Section 5.14
Default.
The Borrower is in
compliance with all provisions of all agreements, instruments, decrees and
orders to which it is a party or by which it or its property is bound or
affected, the breach or default of which would reasonably be expected to have a
Material Adverse Effect.
Section 5.15
Environmental Matters.
(A)
TO THE BORROWER'S BEST KNOWLEDGE, THERE ARE
NOT PRESENT IN, ON OR UNDER THE PREMISES ANY HAZARDOUS SUBSTANCES IN SUCH FORM
OR QUANTITY AS TO CREATE ANY MATERIAL LIABILITY OR OBLIGATION FOR EITHER THE
BORROWER OR THE LENDER UNDER THE COMMON LAW OF ANY JURISDICTION OR UNDER ANY
ENVIRONMENTAL LAW, AND NO HAZARDOUS SUBSTANCES HAVE EVER BEEN STORED, BURIED,
SPILLED, LEAKED, DISCHARGED, EMITTED OR RELEASED IN, ON OR UNDER THE PREMISES IN
SUCH A WAY AS TO CREATE ANY SUCH MATERIAL LIABILITY.
(B)
TO THE BORROWER'S BEST KNOWLEDGE, THE
BORROWER HAS NOT DISPOSED OF HAZARDOUS SUBSTANCES IN SUCH A MANNER AS TO CREATE
ANY MATERIAL LIABILITY UNDER ANY ENVIRONMENTAL LAW.
(C)
TO THE BORROWER'S BEST KNOWLEDGE, THERE ARE
NOT AND THERE NEVER HAVE BEEN ANY REQUESTS, CLAIMS, NOTICES, INVESTIGATIONS,
DEMANDS, ADMINISTRATIVE PROCEEDINGS, HEARINGS OR LITIGATION, RELATING IN ANY WAY
TO THE PREMISES OR THE BORROWER, ALLEGING MATERIAL LIABILITY UNDER, VIOLATION
OF, OR NONCOMPLIANCE WITH ANY ENVIRONMENTAL LAW OR ANY LICENSE, PERMIT OR OTHER
AUTHORIZATION ISSUED PURSUANT THERETO, AND NO SUCH MATTER IS THREATENED OR
IMPENDING.
(D)
TO THE BORROWER'S BEST KNOWLEDGE, THE
BORROWER'S BUSINESSES ARE AND HAVE IN THE PAST ALWAYS BEEN CONDUCTED IN
ACCORDANCE WITH ALL ENVIRONMENTAL LAWS AND ALL LICENSES, PERMITS AND OTHER
AUTHORIZATIONS REQUIRED PURSUANT TO ANY ENVIRONMENTAL LAW AND NECESSARY FOR THE
LAWFUL AND EFFICIENT OPERATION OF SUCH BUSINESSES ARE IN THE BORROWER'S
POSSESSION AND ARE IN FULL FORCE AND EFFECT.
AT THE DATE HEREOF, NO PERMIT
REQUIRED UNDER ANY ENVIRONMENTAL LAW IS SCHEDULED TO EXPIRE WITHIN 12 MONTHS AND
THERE IS NO THREAT THAT ANY SUCH PERMIT WILL BE WITHDRAWN, TERMINATED, LIMITED
OR MATERIALLY CHANGED.
33
(E)
TO THE BORROWER'S BEST KNOWLEDGE, THE
PREMISES ARE NOT AND NEVER HAVE BEEN LISTED ON THE NATIONAL PRIORITIES LIST, THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY INFORMATION
SYSTEM OR ANY SIMILAR FEDERAL,