THE CONTINUED POSSESSION OF THE LEASED OR SUBLEASED PREMISES UNDER
ANY SUCH LEASE OR SUBLEASE.
(XXIII)
ENVIRONMENTAL LAWS.
EXCEPT AS DESCRIBED IN THE OFFERING
MEMORANDUM AND EXCEPT SUCH MATTERS AS WOULD NOT, SINGLY OR IN THE AGGREGATE,
RESULT IN A MATERIAL ADVERSE EFFECT, (A) NEITHER THE COMPANY NOR ANY SUBSIDIARY
IS IN VIOLATION OF ANY FEDERAL, STATE, LOCAL OR FOREIGN STATUTE, LAW, RULE,
REGULATION, ORDINANCE, CODE, POLICY OR RULE OF COMMON LAW OR ANY JUDICIAL OR
ADMINISTRATIVE INTERPRETATION THEREOF, INCLUDING ANY JUDICIAL OR ADMINISTRATIVE
ORDER, CONSENT, DECREE OR JUDGMENT, RELATING TO POLLUTION OR PROTECTION OF HUMAN
HEALTH, THE ENVIRONMENT (INCLUDING, WITHOUT LIMITATION, AMBIENT AIR, SURFACE
WATER, GROUNDWATER, LAND SURFACE OR SUBSURFACE STRATA) OR WILDLIFE, INCLUDING,
WITHOUT LIMITATION, LAWS AND REGULATIONS RELATING TO THE RELEASE OR THREATENED
RELEASE OF CHEMICALS, POLLUTANTS, CONTAMINANTS, WASTES, TOXIC SUBSTANCES,
HAZARDOUS SUBSTANCES, PETROLEUM OR PETROLEUM PRODUCTS, ASBESTOS-CONTAINING
MATERIALS OR MOLD (COLLECTIVELY, "HAZARDOUS MATERIALS") OR TO THE MANUFACTURE,
PROCESSING, DISTRIBUTION, USE, TREATMENT, STORAGE, DISPOSAL, TRANSPORT OR
HANDLING OF HAZARDOUS MATERIALS (COLLECTIVELY, "ENVIRONMENTAL LAWS"), (B) THE
COMPANY AND THE SUBSIDIARIES HAVE ALL PERMITS, AUTHORIZATIONS AND APPROVALS
REQUIRED UNDER ANY APPLICABLE ENVIRONMENTAL LAWS AND ARE EACH IN COMPLIANCE WITH
THEIR REQUIREMENTS, (C) THERE ARE NO PENDING OR THREATENED ADMINISTRATIVE,
REGULATORY OR JUDICIAL ACTIONS, SUITS, DEMANDS, DEMAND LETTERS, CLAIMS, LIENS,
NOTICES OF NONCOMPLIANCE OR VIOLATION, INVESTIGATION OR PROCEEDINGS RELATING TO
ANY ENVIRONMENTAL LAW AGAINST THE COMPANY OR ANY SUBSIDIARY AND (D) THERE ARE NO
EVENTS OR CIRCUMSTANCES THAT WOULD REASONABLY BE EXPECTED TO FORM THE BASIS OF
AN ORDER FOR CLEAN-UP OR REMEDIATION, OR AN ACTION, SUIT OR PROCEEDING BY ANY
PRIVATE PARTY OR GOVERNMENTAL BODY OR AGENCY, AGAINST OR AFFECTING THE COMPANY
OR ANY SUBSIDIARY RELATING TO HAZARDOUS MATERIALS OR ENVIRONMENTAL LAWS.
(XXIV)
ERISA COMPLIANCE.
THE COMPANY AND ANY "EMPLOYEE BENEFIT PLAN" (AS
DEFINED UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
AND THE REGULATIONS AND PUBLISHED INTERPRETATIONS THEREUNDER (COLLECTIVELY,
"ERISA")) ESTABLISHED OR MAINTAINED BY THE COMPANY OR ITS "ERISA AFFILIATES" (AS
DEFINED BELOW) ARE IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ERISA.
"ERISA
AFFILIATE" MEANS, WITH RESPECT TO THE COMPANY, ANY MEMBER OF ANY GROUP OF
ORGANIZATIONS DESCRIBED IN SECTION 414, OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED, AND THE REGULATIONS AND PUBLISHED INTERPRETATIONS THEREUNDER (THE
"CODE") OF WHICH THE COMPANY IS A MEMBER.
NO "REPORTABLE EVENT" (AS DEFINED
UNDER ERISA) HAS OCCURRED OR IS REASONABLY EXPECTED TO OCCUR WITH RESPECT TO ANY
"EMPLOYEE BENEFIT PLAN" ESTABLISHED OR MAINTAINED BY THE COMPANY OR ANY OF ITS
ERISA AFFILIATES.
NO "EMPLOYEE BENEFIT PLAN" ESTABLISHED OR MAINTAINED BY THE
COMPANY OR ANY OF ITS ERISA AFFILIATES, IF SUCH "EMPLOYEE BENEFIT PLAN" WERE
TERMINATED, WOULD HAVE ANY "AMOUNT OF UNFUNDED BENEFIT LIABILITIES" (AS DEFINED
UNDER ERISA).
NONE OF THE COMPANY NOR ANY OF ITS ERISA AFFILIATES HAS INCURRED
OR REASONABLY EXPECTS TO INCUR (I) ANY LIABILITY UNDER TITLE IV OF ERISA WITH
RESPECT TO THE TERMINATION OF, OR WITHDRAWAL FROM, ANY "EMPLOYEE BENEFIT PLAN";
OR (II) ANY LIABILITY UNDER SECTIONS 412, 4971 OR 4975 OF THE