OR OTHER GOVERNMENTAL AUTHORIZATION OR PERMIT NECESSARY
TO THE OWNERSHIP OF ITS PROPERTY OR TO THE CONDUCT OF ITS BUSINESS, EXCEPT IN
THE CASE OF CLAUSES (II) AND (III), TO THE EXTENT ANY SUCH CONFLICT, BREACH,
VIOLATION OR DEFAULT COULD NOT, IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT.
(PP)
EXCEPT AS DISCLOSED IN THE PRICING DISCLOSURE
PACKAGE, (A)(I) NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES IS IN VIOLATION
OF, OR HAS ANY LIABILITY UNDER, ANY FEDERAL, STATE, LOCAL OR NON-U.S. STATUTE,
LAW, RULE, REGULATION, ORDINANCE, CODE, OTHER REQUIREMENT OR RULE OF LAW
(INCLUDING COMMON LAW), OR DECISION OR ORDER OF ANY DOMESTIC OR FOREIGN
GOVERNMENTAL AGENCY, GOVERNMENTAL BODY OR COURT, RELATING TO POLLUTION, TO THE
USE, HANDLING, TRANSPORTATION, TREATMENT, STORAGE, DISCHARGE, DISPOSAL OR
RELEASE OF HAZARDOUS SUBSTANCES, TO THE PROTECTION OR RESTORATION OF THE
ENVIRONMENT OR NATURAL RESOURCES (INCLUDING BIOTA), TO HEALTH AND SAFETY
INCLUDING AS SUCH RELATES TO EXPOSURE TO HAZARDOUS SUBSTANCES, AND TO NATURAL
RESOURCE DAMAGES (COLLECTIVELY, "ENVIRONMENTAL LAWS"), (II) NEITHER THE COMPANY
NOR ANY OF ITS SUBSIDIARIES OWNS, OCCUPIES, OPERATES OR USES ANY REAL PROPERTY
CONTAMINATED WITH HAZARDOUS SUBSTANCES, (III) NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES IS CONDUCTING OR FUNDING ANY INVESTIGATION, REMEDIATION, REMEDIAL
ACTION OR MONITORING OF ACTUAL OR SUSPECTED HAZARDOUS SUBSTANCES IN THE
ENVIRONMENT, (IV) NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES IS LIABLE OR
ALLEGEDLY LIABLE FOR ANY RELEASE OR THREATENED RELEASE OF HAZARDOUS SUBSTANCES,
INCLUDING AT ANY OFF-SITE TREATMENT, STORAGE OR DISPOSAL SITE, (V) NEITHER THE
COMPANY NOR ANY OF ITS SUBSIDIARIES IS SUBJECT TO ANY
CLAIM BY ANY GOVERNMENTAL AGENCY OR GOVERNMENTAL BODY OR PERSON RELATING TO
ENVIRONMENTAL LAWS OR HAZARDOUS SUBSTANCES, AND (VI) THE COMPANY AND ITS
SUBSIDIARIES HAVE RECEIVED AND ARE IN COMPLIANCE WITH ALL, AND HAVE NO LIABILITY
UNDER ANY, PERMITS, LICENSES, AUTHORIZATIONS, IDENTIFICATION NUMBERS OR OTHER
APPROVALS REQUIRED UNDER APPLICABLE ENVIRONMENTAL LAWS TO CONDUCT THEIR
RESPECTIVE BUSINESSES, EXCEPT IN EACH CASE COVERED BY CLAUSES (I) - (VI) SUCH AS
WOULD NOT INDIVIDUALLY OR IN THE AGGREGATE HAVE A MATERIAL ADVERSE EFFECT;
(B) TO THE KNOWLEDGE OF THE COMPANY THERE ARE NO FACTS OR CIRCUMSTANCES THAT
WOULD REASONABLY BE EXPECTED TO RESULT IN A VIOLATION OF, LIABILITY UNDER, OR
CLAIM PURSUANT TO ANY ENVIRONMENTAL LAW THAT WOULD HAVE A MATERIAL ADVERSE
EFFECT; (C) TO THE KNOWLEDGE OF THE COMPANY THERE ARE NO REQUIREMENTS PROPOSED
FOR ADOPTION OR IMPLEMENTATION UNDER ANY ENVIRONMENTAL LAW THAT WOULD REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; AND (D) IN THE ORDINARY COURSE OF
ITS BUSINESS, THE COMPANY PERIODICALLY EVALUATES THE EFFECT, INCLUDING
ASSOCIATED COSTS AND LIABILITIES, OF ENVIRONMENTAL LAWS ON THE BUSINESS,
PROPERTIES, RESULTS OF OPERATIONS AND FINANCIAL CONDITION OF IT AND ITS
SUBSIDIARIES, AND, ON THE BASIS OF SUCH EVALUATION, THE COMPANY HAS REASONABLY
CONCLUDED THAT SUCH ENVIRONMENTAL LAWS WILL NOT, SINGLY OR IN THE AGGREGATE,
HAVE A MATERIAL ADVERSE EFFECT.
FOR PURPOSES OF THIS SUBSECTION "HAZARDOUS
SUBSTANCES" MEANS (A) PETROLEUM AND PETROLEUM PRODUCTS, BY-PRODUCTS OR BREAKDOWN
PRODUCTS, RADIOACTIVE MATERIALS, ASBESTOS-CONTAINING