or its respective subsidiaries is conducting or paying for, in whole or in part, any investigation, remediation, response or other corrective action related to any Environmental Law at any site or facility, nor is any of them subject or a party to any written communication, order, judgment, decree, contract or agreement which imposes or threatens to impose any obligation or liability under any Environmental Law; and (vi) no lien, charge, encumbrance or restriction has been recorded under any Environmental Law with respect to any facility or real property owned, operated or leased by the Company or its respective subsidiaries. In addition, the Company and its respective subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other costs or obligations under Environmental Laws or concerning Materials of Environmental Concern, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Companies or its respective subsidiaries. For purposes of this Agreement, Environment means ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and subsurface strata, sediments, and natural resources such as wetlands, flora and fauna. Environmental Laws means the common law and all supranational (e.g., the European Union), federal, provincial, state, local and foreign laws or regulations, ordinances, codes, orders, decrees, judgments and injunctions issued, promulgated or entered thereunder that are applicable to and binding upon the Company or its respective subsidiaries, relating to pollution or protection of the Environment or human health and safety (as it relates to exposure to Materials of Environmental Concern (as defined below)), including without limitation, those relating to (i) the Release or threatened Release of or exposure to Materials of Environmental Concern; (ii) the manufacture, processing, distribution, use, generation, treatment, storage, transport, disposal, handling or recycling of Materials of Environmental Concern; and (iii) the listing, notification, registration, testing or reporting with respect to any chemical substance under the U.S. Toxic Substances Control Act, the E.U. Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH) regulation, or similar Requirement of Law implemented by any Government Agency. Materials of Environmental Concern means any hazardous or toxic substance, material, pollutant, contaminant, chemical, waste, compound, or constituent, in any form, including without limitation, petroleum and petroleum products, subject to regulation or which can give rise to liability under any Environmental Law. Release means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection, escaping or leaching into the Environment, or into, from or through any building, structure or facility.
(cc) ERISA Compliance. Except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, each United States-based employee pension benefit plan (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (ERISA, which term, as used herein, includes the regulations and published interpretations thereunder)) sponsored or maintained by the Issuers, the Guarantors, their respective subsidiaries or their ERISA Affiliates (as defined below) (a Pension Plan) is in compliance in all material respects with ERISA. None of the Issuers, the Guarantors, their respective subsidiaries or any ERISA Affiliate has, within the past six years, maintained, sponsored or contributed to, or been required to contribute to, any plan subject to Title IV of ERISA or Section 412 of the Internal Revenue Code of 1986, as amended (the Code, which term, as used herein, includes the regulations and