COMPLIANCE WITH ITS TERMS AND WITH THE REQUIREMENTS OF ALL LEGAL
REQUIREMENTS AND HAS BEEN MAINTAINED, WHERE REQUIRED, IN GOOD STANDING WITH
APPLICABLE REGULATORY AUTHORITIES.
NO COMPANY HAS INCURRED ANY MATERIAL
OBLIGATION IN CONNECTION WITH THE TERMINATION OF OR WITHDRAWAL FROM ANY FOREIGN
PLAN.
THE PRESENT VALUE OF THE ACCRUED BENEFIT LIABILITIES (WHETHER OR NOT
VESTED) UNDER EACH FOREIGN PLAN WHICH IS FUNDED, DETERMINED AS OF THE END OF THE
MOST RECENTLY ENDED, FISCAL YEAR OF THE RESPECTIVE COMPANY ON THE BASIS OF
ACTUARIAL ASSUMPTIONS, EACH OF WHICH IS REASONABLE, DID NOT EXCEED THE CURRENT
VALUE OF THE PROPERTY OF SUCH FOREIGN PLAN, AND FOR EACH FOREIGN PLAN WHICH IS
NOT FUNDED, THE OBLIGATIONS OF SUCH FOREIGN PLAN ARE PROPERLY ACCRUED.
45
Section 3.18
Environmental Matters.
(A)
EXCEPT AS COULD NOT REASONABLY BE EXPECTED TO RESULT IN A LOSS TO
THE CONDITION (FINANCIAL OR OTHERWISE), RESULTS OF OPERATIONS, ASSETS,
PROPERTIES, SOLVENCY, BUSINESS, PROSPECTS OR VALUE OF THE COMPANIES,
INDIVIDUALLY OR IN THE AGGREGATE, IN EXCESS OF $500,000:
(I)
THE COMPANIES AND THEIR BUSINESSES, OPERATIONS AND REAL PROPERTY
ARE AND HAVE AT ALL TIMES DURING THE COMPANIES' OWNERSHIP OR LEASE THEREOF BEEN
IN COMPLIANCE WITH, AND THE COMPANIES HAVE NO LIABILITY FOR ANY VIOLATION OF,
ANY APPLICABLE ENVIRONMENTAL LAW;
(II)
THE COMPANIES HAVE OBTAINED ALL ENVIRONMENTAL PERMITS REQUIRED
FOR THE CONDUCT OF THEIR BUSINESSES AND OPERATIONS AS PRESENTLY CONDUCTED, AND
THE OWNERSHIP, OPERATION AND USE OF THEIR REAL PROPERTY, UNDER ALL APPLICABLE
ENVIRONMENTAL LAWS.
THE COMPANIES ARE IN COMPLIANCE WITH THE TERMS AND
CONDITIONS OF SUCH ENVIRONMENTAL PERMITS, AND ALL SUCH ENVIRONMENTAL PERMITS ARE
VALID AND IN GOOD STANDING.
NO EXPENDITURES OR OPERATIONAL ADJUSTMENTS ARE
REASONABLY ANTICIPATED TO BE REQUIRED TO REMAIN IN COMPLIANCE WITH THE TERMS AND
CONDITIONS OF, OR TO RENEW OR MODIFY SUCH ENVIRONMENTAL PERMITS ON OR PRIOR TO
THE FINAL MATURITY DATE;
(III)
THERE HAS BEEN NO RELEASE OR THREATENED RELEASE OR ANY HANDLING,
MANAGEMENT, GENERATION, TREATMENT, STORAGE OR DISPOSAL OF HAZARDOUS MATERIALS
ON, AT, UNDER OR FROM ANY REAL PROPERTY OR FACILITY PRESENTLY OR FORMERLY OWNED,
LEASED OR OPERATED BY ANY OF THE COMPANIES OR THEIR PREDECESSORS IN INTEREST
THAT HAS RESULTED IN, OR IS REASONABLY LIKELY TO RESULT IN, LIABILITY OR
OBLIGATIONS BY ANY OF THE COMPANIES FOR A VIOLATION OF ANY ENVIRONMENTAL LAW OR
IN AN ENVIRONMENTAL CLAIM;
(IV)
THERE IS NO ENVIRONMENTAL CLAIM PENDING OR, TO THE KNOWLEDGE OF
THE COMPANIES, THREATENED IN WRITING AGAINST ANY OF THE COMPANIES, OR RELATING
TO THE REAL PROPERTY CURRENTLY OR FORMERLY OWNED, LEASED OR OPERATED BY ANY OF
THE COMPANIES OR RELATING TO THE OPERATIONS OF THE COMPANIES, AND, TO THE
KNOWLEDGE OF THE COMPANIES, THERE ARE NO ACTIONS, ACTIVITIES, CIRCUMSTANCES,
CONDITIONS, EVENTS OR INCIDENTS THAT ARE REASONABLY LIKELY TO FORM THE BASIS OF
SUCH AN ENVIRONMENTAL CLAIM;
(V)
NO PERSON WITH AN INDEMNITY, CONTRIBUTION OR OTHER OBLIGATION TO
ANY OF THE COMPANIES RELATING TO COMPLIANCE WITH OR LIABILITY UNDER
ENVIRONMENTAL LAW IS IN DEFAULT WITH RESPECT TO ANY SUCH INDEMNITY, CONTRIBUTION
OR OTHER OBLIGATION;