by the Borrowers.
(B)
WITH RESPECT TO EACH FOREIGN PENSION PLAN,
(I) NO FOREIGN BENEFIT EVENT HAS OCCURRED, NO LIABILITY (WHETHER OR NOT SUCH
LIABILITY IS BEING LITIGATED ) HAS BEEN ASSERTED AGAINST ANY BORROWER, ANY
SUBSIDIARY OR ANY COMMONLY CONTROLLED ENTITY BY THE APPLICABLE GOVERNMENTAL
AUTHORITY OR OTHER PERSON IN AN AGGREGATE AMOUNT THAT COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, (II) NO LIEN HAS ATTACHED ON ANY OF
THE BORROWER'S, ANY SUBSIDIARY'S OR ANY COMMONLY CONTROLLED ENTITY'S PROPERTY AS
A RESULT OF FAILURE TO COMPLY WITH ANY LAW OR AS A RESULT OF THE TERMINATION OF
ANY FOREIGN PENSION PLAN, AND (III) NEITHER ANY BORROWER, ANY SUBSIDIARY NOR ANY
COMMONLY CONTROLLED ENTITY HAS AN UNFULFILLED OBLIGATION TO CONTRIBUTE TO ANY
FOREIGN PENSION PLAN THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
3.11
Investment Company Act.
None of the Borrowers is
an "investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended.
3.12
[Intentionally Omitted].
3.13
Environmental Matters.
Except to the extent that
all of the following could not reasonably be expected to have a Material Adverse
Effect:
63
(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
COULD 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 ANY BORROWER OR ANY
SUBSIDIARY THEREOF WHICH COULD INTERFERE WITH THE CONTINUED OPERATION OF ANY OF
THE PROPERTIES OR IMPAIR THE FAIR SALEABLE VALUE OF ANY THEREOF.
NONE OF THE
BORROWERS NOR ANY OF THEIR SUBSIDIARIES HAVE ASSUMED ANY LIABILITY OF ANY PERSON
UNDER ENVIRONMENTAL LAWS.
(C)
NEITHER THE COMPANY NOR ANY OTHER BORROWER
NOR ANY OF THEIR SUBSIDIARIES HAS RECEIVED OR IS 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 COMPANY OR SUCH OTHER BORROWER OR SUBSIDIARY, NOR
IS THE COMPANY NOR ANY OTHER BORROWER OR SUBSIDIARY AWARE OR HAVE 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 ANY OF THE BORROWERS NOR ANY OF THEIR SUBSIDIARIES, NOR
HAVE ANY MATERIALS OF ENVIRONMENTAL CONCERN BEEN TRANSFERRED BY ANY OF THE
BORROWERS OR ANY OF THEIR SUBSIDIARIES FROM THE PROPERTIES TO ANY OTHER LOCATION
EXCEPT IN EITHER CASE