RECORDING OR OTHER FEES
REQUIRED IN
18
CONNECTION WITH THE CREATION OR PERFECTION OF SUCH LIEN) HAS BEEN TAKEN, SO THAT
EACH SUCH ISDA SECURITY DOCUMENT CREATES A PERFECTED LIEN ON ALL RIGHT, TITLE,
ESTATE AND INTEREST OF SUCH PARTY IN THE COLLATERAL PURPORTED TO BE COVERED
THEREBY, PRIOR AND SUPERIOR TO ALL OTHER LIENS OTHER THAN PERMITTED LIENS.
(XI)
ACTIONS, SUITS AND PROCEEDINGS.
THERE IS NO ACTION, SUIT OR
PROCEEDING AT LAW OR IN EQUITY OR BY, OR BEFORE, ANY GOVERNMENTAL AUTHORITY OR
ARBITRAL TRIBUNAL NOW PENDING OR, TO SUCH PARTY'S BEST KNOWLEDGE, AFTER DUE
INQUIRY, THREATENED AGAINST OR AFFECTING PARTY B OR ANY SPECIFIED ENTITY OF
PARTY B OR ANY OF THEIR RESPECTIVE PROPERTY WHICH COULD REASONABLY BE EXPECTED
TO RESULT IN A MATERIAL ADVERSE EFFECT.
(XII)
ENVIRONMENTAL MATTERS.
(A)
SUCH PARTY IS NOT IN VIOLATION OF ANY ENVIRONMENTAL LAW EXCEPT
WHERE SUCH VIOLATION COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT.
(B)
NO HAZARDOUS MATERIAL HAS BEEN USED OR RELEASED BY ANY PERSON, AT,
ON, UNDER, OR FROM ANY PART OF THE PROPERTIES OWNED OR LEASED BY SUCH PARTY
OTHER THAN IN COMPLIANCE WITH ALL APPLICABLE ENVIRONMENTAL LAWS EXCEPT WHERE
SUCH NONCOMPLIANCE COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT.
(C)
THERE ARE NO ENVIRONMENTAL CLAIMS PENDING OR THREATENED IN RESPECT
OF SUCH PARTY, EXCEPT WHERE SUCH ENVIRONMENTAL CLAIM COULD NOT REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(D)
ALL ENVIRONMENTAL INVESTIGATIONS, STUDIES, AUDITS, TESTS, REVIEWS
OR OTHER ANALYSIS CONDUCTED BY OR THAT ARE IN THE POSSESSION OF SUCH PARTY IN
RELATION TO FACTS, CIRCUMSTANCES OR CONDITIONS AT OR AFFECTING PARTY B OR ANY
SPECIFIED ENTITY OF PARTY B HAVE BEEN PROVIDED TO PARTY A.
(E)
NO LIENS HAVE ARISEN UNDER OR PURSUANT TO ANY ENVIRONMENTAL LAWS
ON ANY PROPERTY OF SUCH PARTY, AND, TO SUCH PARTY'S BEST KNOWLEDGE, AFTER DUE
INQUIRY, NO GOVERNMENT ACTION HAS BEEN TAKEN OR IS IN PROCESS THAT COULD SUBJECT
ANY SUCH PROPERTY TO SUCH LIENS, AND SUCH PARTY WILL NOT BE REQUIRED TO PLACE
ANY NOTICE OR RESTRICTION RELATING TO THE PRESENCE OF HAZARDOUS MATERIALS AT
SUCH PROPERTY IN ANY DEED TO THE REAL PROPERTY.
(XIII)
COMPLIANCE WITH APPLICABLE LAWS.
SUCH PARTY IS IN COMPLIANCE
WITH ALL APPLICABLE LAWS EXCEPT WHERE THE FAILURE TO DO SO, INDIVIDUALLY OR IN
THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT.
(XIV)
TAXES.
SUCH PARTY HAS TIMELY FILED OR CAUSED TO BE FILED ALL TAX
RETURNS, INFORMATION STATEMENTS AND REPORTS REQUIRED TO HAVE BEEN FILED BY IT
AND HAS PAID OR CAUSED TO BE PAID ALL TAXES REQUIRED TO HAVE BEEN PAID BY IT,
EXCEPT TAXES THAT ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS
AND FOR WHICH SUCH PARTY HAS SET ASIDE OR ACCRUED FOR ON ITS BOOKS ADEQUATE
RESERVES IN ACCORDANCE WITH GAAP.
(XV)
INVESTMENT COMPANY STATUS.
SUCH PARTY IS NOT AN "INVESTMENT
COMPANY" AS DEFINED IN, OR SUBJECT TO REGULATION UNDER, THE INVESTMENT