UNDER CERCLA OR ANALOGOUS STATE OR FOREIGN LAW
STATUTES OR REGULATIONS THAT COULD REASONABLY BE EXPECTED TO RESULT IN
ENVIRONMENTAL LIABILITIES IN EXCESS OF $250,000; AND (VIII) THE CREDIT PARTIES
HAVE PROVIDED TO AGENT COPIES OF ALL EXISTING ENVIRONMENTAL REPORTS, REVIEWS AND
AUDITS AND ALL WRITTEN INFORMATION PERTAINING TO ACTUAL OR POTENTIAL
ENVIRONMENTAL LIABILITIES THAT COULD REASONABLY BE EXPECTED TO RESULT IN
ENVIRONMENTAL LIABILITIES IN EXCESS OF $250,000, IN EACH CASE IN POSSESSION OF
THE CREDIT PARTIES RELATING TO ANY OF THE CREDIT PARTIES OR THEIR SUBSIDIARIES.
(B)
EACH CREDIT PARTY 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 SUCH CREDIT PARTY OR ITS SUBSIDIARIES, AND
(II) DOES NOT, THROUGH THE PROVISIONS OF THE LOAN DOCUMENTS OR OTHERWISE,
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INFLUENCE ANY CREDIT PARTY'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.
3.15.
ERISA.
(A)
SCHEDULE 3.15 LISTS ALL PLANS AND
SEPARATELY IDENTIFIES ALL PENSION PLANS, INCLUDING TITLE IV PLANS, MULTIEMPLOYER
PLANS, ESOPS AND WELFARE PLANS, INCLUDING ALL RETIREE WELFARE PLANS. AS OF THE
CLOSING DATE, COPIES OF ALL SUCH LISTED PLANS OTHER THAN MULTIEMPLOYER PLANS AS
DEFINED IN ERISA SECTION 3(37)(A), TOGETHER WITH A COPY OF THE LATEST FORM
IRS/DOL 5500-SERIES FOR EACH SUCH PLAN (OTHER THAN SUCH MULTIEMPLOYER PLANS)
HAVE BEEN PROVIDED OR MADE AVAILABLE TO AGENT. EXCEPT WITH RESPECT TO
MULTIEMPLOYER PLANS, EACH QUALIFIED PLAN HAS BEEN DETERMINED BY THE IRS TO
QUALIFY UNDER SECTION 401 OF THE IRC, AND THE TRUSTS CREATED THEREUNDER HAVE
BEEN DETERMINED TO BE EXEMPT FROM TAX UNDER THE PROVISIONS OF SECTION 501 OF THE
IRC, AND NOTHING HAS OCCURRED THAT WOULD CAUSE THE LOSS OF SUCH QUALIFICATION OR
TAX-EXEMPT STATUS. EACH PLAN IS IN MATERIAL COMPLIANCE WITH THE APPLICABLE
PROVISIONS OF ERISA AND THE IRC, INCLUDING THE TIMELY FILING OF ALL REPORTS
REQUIRED UNDER THE IRC OR ERISA. 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 SUCH PLAN.
NEITHER ANY CREDIT PARTY NOR ERISA AFFILIATE HAS ENGAGED IN A "PROHIBITED
TRANSACTION," AS DEFINED IN SECTION 406 OF ERISA AND SECTION 4975 OF THE IRC, IN
CONNECTION WITH ANY PLAN, THAT WOULD SUBJECT ANY CREDIT PARTY TO A MATERIAL TAX
ON PROHIBITED TRANSACTIONS IMPOSED BY SECTION 502(I) OF ERISA OR SECTION 4975 OF
THE IRC.
(B)
AS OF THE CLOSING DATE, EXCEPT AS SET FORTH
IN SCHEDULE 3.15: (I) NO TITLE IV PLAN HAS ANY UNFUNDED PENSION LIABILITY;
(II) NO ERISA EVENT OR EVENT DESCRIBED IN SECTION 4062(E) OF ERISA WITH RESPECT
TO ANY TITLE IV PLAN HAS OCCURRED OR IS REASONABLY EXPECTED TO OCCUR;
(III) THERE ARE NO PENDING, OR TO THE KNOWLEDGE OF BORROWER, THREATENED CLAIMS
(OTHER THAN CLAIMS FOR BENEFITS IN THE NORMAL COURSE),