MATERIAL ADVERSE EFFECT.
(BB)
COMPLIANCE WITH ENVIRONMENTAL LAWS.
EXCEPT AS DESCRIBED IN EACH OF
THE TIME OF SALE INFORMATION AND THE OFFERING MEMORANDUM, (I) THE COMPANY AND
ITS SUBSIDIARIES (I) ARE IN COMPLIANCE WITH, AND HAVE NOT VIOLATED, ANY AND ALL
APPLICABLE FEDERAL, STATE, LOCAL AND FOREIGN AND INTERNATIONAL LAWS, RULES,
REGULATIONS, DECISIONS AND ORDERS RELATING TO THE PROTECTION OF HUMAN HEALTH AND
SAFETY, THE ENVIRONMENT OR NATURAL RESOURCES OR TO HAZARDOUS OR TOXIC SUBSTANCES
OR WASTES, POLLUTANTS OR CONTAMINANTS (COLLECTIVELY, "ENVIRONMENTAL LAWS");
(II) HAVE RECEIVED AND ARE IN COMPLIANCE WITH ALL PERMITS, LICENSES OR OTHER
APPROVALS REQUIRED OF THEM UNDER APPLICABLE ENVIRONMENTAL LAWS TO CONDUCT THEIR
RESPECTIVE BUSINESSES; AND (III) HAVE NOT RECEIVED NOTICE OF ANY ACTUAL OR
POTENTIAL LIABILITY UNDER OR RELATING TO ANY ENVIRONMENTAL LAWS,
10
INCLUDING FOR THE INVESTIGATION OR REMEDIATION OF ANY DISPOSAL OR RELEASE OF
HAZARDOUS OR TOXIC SUBSTANCES OR WASTES, POLLUTANTS OR CONTAMINANTS, EXCEPT IN
ANY SUCH CASE FOR ANY SUCH FAILURE TO COMPLY WITH, OR FAILURE TO RECEIVE
REQUIRED PERMITS, LICENSES OR APPROVALS, OR LIABILITY, AS WOULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT. EXCEPT AS
DESCRIBED IN EACH OF THE TIME OF SALE INFORMATION AND THE OFFERING MEMORANDUM,
THERE ARE NO PROCEEDINGS THAT ARE PENDING OR, TO THE KNOWLEDGE OF THE COMPANY OR
THE SUBSIDIARY GUARANTORS, CONTEMPLATED AGAINST THE COMPANY OR ANY OF ITS
SUBSIDIARIES UNDER ANY ENVIRONMENTAL LAWS IN WHICH A GOVERNMENTAL ENTITY IS ALSO
A PARTY, OTHER THAN SUCH PROCEEDINGS REGARDING WHICH IT IS REASONABLY BELIEVED
NO MONETARY SANCTIONS OF $100,000 OR MORE WILL BE IMPOSED, AND NONE OF THE
COMPANY AND ITS SUBSIDIARIES ANTICIPATES MATERIAL CAPITAL EXPENDITURES RELATING
TO ANY ENVIRONMENTAL LAWS.
(CC)
COMPLIANCE WITH ERISA.
EACH EMPLOYEE BENEFIT PLAN, WITHIN THE
MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED ("ERISA"), FOR WHICH THE COMPANY OR ANY MEMBER OF ITS CONTROLLED
GROUP" (DEFINED AS ANY ORGANIZATION WHICH IS A MEMBER OF A CONTROLLED GROUP OF
CORPORATIONS WITHIN THE MEANING OF SECTION 414 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE")) WOULD HAVE ANY LIABILITY (EACH, A "PLAN")
HAS
BEEN MAINTAINED IN COMPLIANCE WITH ITS TERMS AND THE REQUIREMENTS OF ANY
APPLICABLE STATUTES, ORDERS, RULES AND REGULATIONS, INCLUDING BUT NOT LIMITED TO
ERISA AND THE CODE, EXCEPT WHERE THE FAILURE TO BE IN COMPLIANCE WOULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE,
HAVE A MATERIAL ADVERSE EFFECT; NO
"REPORTABLE EVENT" (WITHIN THE MEANING OF SECTION 4043(C) OF ERISA) HAS OCCURRED
OR IS REASONABLY EXPECTED TO OCCUR AND NO PROHIBITED TRANSACTION, WITHIN THE
MEANING OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, HAS OCCURRED WITH
RESPECT TO ANY SUCH PLAN EXCLUDING TRANSACTIONS EFFECTED PURSUANT TO A STATUTORY
OR ADMINISTRATIVE EXEMPTION; FOR EACH SUCH PLAN THAT IS SUBJECT TO THE FUNDING
RULES OF SECTION 412 OF THE CODE OR SECTION 302 OF ERISA, NO PLAN HAS FAILED, OR
IS REASONABLY EXPECTED TO FAIL, TO SATISFY THE MINIMUM FUNDING STANDARDS (WITHIN
THE MEANING OF SECTION