FROM OR
AGREEMENT WITH ANY GOVERNMENTAL AUTHORITY NOR SUBJECT TO ANY JUDICIAL OR
DOCKETED ADMINISTRATIVE PROCEEDING, RESPECTING ANY ENVIRONMENTAL CLAIM OR
HAZARDOUS MATERIAL WHICH, IN EACH CASE, HAS ANY REASONABLE LIKELIHOOD OF HAVING
A MATERIAL ADVERSE EFFECT;
(D)
THERE ARE NO CONDITIONS
OR CIRCUMSTANCES ASSOCIATED WITH ANY PROPERTY OF THE BORROWER OR ANY OF ITS
SUBSIDIARIES FORMERLY OWNED AND OPERATED BY THE BORROWER OR ANY OF ITS
SUBSIDIARIES OR ANY OF THEIR PREDECESSORS OR WITH THE FORMER OPERATIONS,
INCLUDING OFF‐SITE DISPOSAL PRACTICES, OF THE BORROWER OR ITS SUBSIDIARIES OR
THEIR PREDECESSORS WHICH MAY GIVE RISE TO ENVIRONMENTAL CLAIMS WHICH IN THE
AGGREGATE HAVE ANY REASONABLE LIKELIHOOD OF HAVING A MATERIAL ADVERSE EFFECT;
AND
(E)
THERE ARE NO CONDITIONS
OR CIRCUMSTANCES WHICH MAY GIVE RISE TO ANY ENVIRONMENTAL CLAIM ARISING FROM THE
OPERATIONS OF THE BORROWER OR ITS SUBSIDIARIES, INCLUDING ENVIRONMENTAL CLAIMS
ASSOCIATED WITH ANY OPERATIONS OF THE BORROWER OR ITS SUBSIDIARIES, WHICH HAVE
ANY REASONABLE LIKELIHOOD OF HAVING A MATERIAL ADVERSE EFFECT.
IN ADDITION, (I)
NEITHER THE BORROWER NOR ANY OF ITS SUBSIDIARIES HAS ANY UNDERGROUND STORAGE
TANKS (A) THAT ARE NOT PROPERLY PERMITTED UNDER APPLICABLE ENVIRONMENTAL LAWS OR
(B) THAT TO THE BEST OF THE BORROWER'S
95
KNOWLEDGE, ARE LEAKING OR DISPOSE OF HAZARDOUS MATERIALS OFF‐SITE AND (II) THE
BORROWER AND EACH OF ITS SUBSIDIARIES HAS NOTIFIED ALL OF ITS EMPLOYEES OF THE
EXISTENCE, IF ANY, OF ANY HEALTH HAZARD ARISING FROM THE CONDITIONS OF THEIR
EMPLOYMENT AND HAVE MET ALL NOTIFICATION REQUIREMENTS UNDER TITLE III OF CERCLA
AND UNDER OSHA AND ALL OTHER ENVIRONMENTAL LAWS.
SECTION 4.15.
COMPLETENESS.
NONE OF THE REPRESENTATIONS OR WARRANTIES OF THE BORROWER CONTAINED HEREIN OR IN
ANY OTHER LOAN DOCUMENT OR IN ANY CERTIFICATE OR WRITTEN STATEMENT FURNISHED BY
OR ON BEHALF OF THE BORROWER PURSUANT TO THE PROVISIONS OF THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO
STATE ANY MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS CONTAINED HEREIN OR
THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY ARE MADE, NOT
MISLEADING.
SECTION 4.16.
ERISA.
THERE HAS
BEEN NO ERISA EVENT WHICH HAS ANY REASONABLE LIKELIHOOD OF HAVING A MATERIAL
ADVERSE EFFECT.
EXCEPT AS SET FORTH IN SCHEDULE 4.16, THE PRESENT VALUE OF THE
BENEFIT LIABILITIES, AS DEFINED IN TITLE IV OF ERISA, OF EACH PLAN (OTHER THAN A
MULTIEMPLOYER PLAN) AS OF THE MOST RECENT VALUATION DATE USING THE PLAN
ACTUARIAL ASSUMPTIONS AT SUCH DATE DO NOT MATERIALLY EXCEED THE VALUE OF THE
ASSETS OF THE PLAN.
SECTION 4.17.
INSURANCE.
THE
PROPERTIES OF THE BORROWER AND ITS SUBSIDIARIES ARE INSURED WITH FINANCIALLY
SOUND AND REPUTABLE INSURANCE COMPANIES, IN SUCH AMOUNTS, WITH SUCH DEDUCTIBLES
AND COVERING SUCH RISKS AS ARE CUSTOMARILY CARRIED BY COMPANIES ENGAGED IN
SIMILAR BUSINESS AND OWNING SIMILAR PROPERTIES IN LOCALITIES WHERE THE BORROWER
AND ITS SUBSIDIARIES OPERATE.
ARTICLE V
CONDITIONS PRECEDENT
SECTION 5.01.
CONDITIONS
PRECEDENT TO EFFECTIVENESS.
THE OBLIGATION OF EACH LENDER TO MAKE LOANS AND OF
EACH ISSUING BANK TO ISSUE ANY LETTER OF CREDIT HEREUNDER