or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of 1940,
as amended.
3.21
Environmental Matters.
Except to the extent that all of the
following would not reasonably be expected to have a Material Adverse Effect:
(A)
THE PROPERTIES DO NOT CONTAIN, AND HAVE NOT PREVIOUSLY CONTAINED,
IN, ON, OR UNDER, INCLUDING, WITHOUT LIMITATION, THE SOIL AND GROUNDWATER
THEREUNDER, ANY MATERIALS OF ENVIRONMENTAL CONCERN IN AMOUNTS OR CONCENTRATIONS
THAT CONSTITUTE OR CONSTITUTED A VIOLATION OF, OR REASONABLY WOULD REASONABLY BE
EXPECTED TO GIVE RISE TO LIABILITY UNDER ENVIRONMENTAL LAWS.
(B)
THE PROPERTIES AND ALL OPERATIONS AND FACILITIES AT THE PROPERTIES
ARE IN COMPLIANCE, AND HAVE IN THE LAST FIVE YEARS BEEN IN COMPLIANCE WITH ALL
ENVIRONMENTAL LAWS, AND THERE IS NO CONTAMINATION AT, UNDER OR ABOUT THE
PROPERTIES OR VIOLATION OF ANY ENVIRONMENTAL LAW WITH RESPECT TO THE PROPERTIES
OR THE BUSINESS OPERATED BY THE PARENT AND ITS SUBSIDIARIES WHICH WOULD
REASONABLY BE EXPECTED TO INTERFERE WITH THE CONTINUED OPERATION OF ANY OF THE
PROPERTIES OR IMPAIR THE FAIR SALEABLE VALUE OF ANY THEREOF.
NEITHER THE PARENT
NOR ANY SUBSIDIARY HAS ASSUMED ANY LIABILITY OF ANY PERSON UNDER ENVIRONMENTAL
LAWS.
48
(C)
NEITHER THE PARENT NOR ANY SUBSIDIARY HAS RECEIVED NOR IS IT AWARE
OF ANY CLAIM, NOTICE OF VIOLATION, ALLEGED VIOLATION, NON-COMPLIANCE,
INVESTIGATION OR ADVISORY ACTION OR POTENTIAL LIABILITY REGARDING ENVIRONMENTAL
MATTERS OR COMPLIANCE OF ENVIRONMENTAL LAW WITH REGARD TO THE PROPERTIES WHICH
HAS NOT BEEN SATISFACTORILY RESOLVED BY THE PARENT OR ITS SUBSIDIARY AND NEITHER
THE PARENT NOR ANY SUBSIDIARY IS AWARE AND HAS NO REASON TO BELIEVE THAT ANY
SUCH ACTION IS BEING CONTEMPLATED, CONSIDERED OR THREATENED.
(D)
MATERIALS OF ENVIRONMENTAL CONCERN HAVE NOT BEEN GENERATED,
TREATED, STORED, TRANSPORTED, DISPOSED OF, AT, ON, FROM OR UNDER ANY OF THE
PROPERTIES BY THE PARENT OR ANY OF ITS SUBSIDIARIES, NOR HAVE ANY MATERIALS OF
ENVIRONMENTAL CONCERN BEEN TRANSFERRED BY THE PARENT OR ANY OF ITS SUBSIDIARIES
FROM THE PROPERTIES TO ANY OTHER LOCATION EXCEPT IN EITHER CASE IN THE ORDINARY
COURSE OF BUSINESS OF THE PARENT AND ITS SUBSIDIARIES IN COMPLIANCE WITH ALL
ENVIRONMENTAL LAWS AND SUCH THAT IT WOULD NOT REASONABLY BE EXPECTED TO GIVE
RISE TO LIABILITY UNDER ANY APPLICABLE ENVIRONMENTAL LAW.
(E)
THERE ARE NO GOVERNMENTAL, ADMINISTRATIVE ACTIONS OR JUDICIAL
PROCEEDINGS PENDING OR, TO THE BEST KNOWLEDGE OF THE BORROWER, CONTEMPLATED OR
THREATENED UNDER ANY ENVIRONMENTAL LAWS TO WHICH THE PARENT OR ANY OF ITS
SUBSIDIARIES IS OR WILL BE NAMED AS A PARTY WITH RESPECT TO THE PROPERTIES, NOR
ARE THERE ANY CONSENT DECREES OR OTHER DECREES, CONSENT ORDERS, ADMINISTRATIVE
ORDERS OR OTHER ORDERS, OR OTHER ADMINISTRATIVE OR JUDICIAL REQUIREMENTS
OUTSTANDING UNDER ANY ENVIRONMENTAL LAW WITH RESPECT TO ANY OF THE PROPERTIES.
3.22
Labor Matters.
Except as set forth on Schedule 3.22, as of the
Closing Date, there are no collective bargaining agreements or Multiemployer
Plans covering the employees of the Parent or its Subsidiaries, and neither the
Parent nor its Subsidiaries has suffered any strikes,