OF THE EMPLOYEES OF
THE COMPANY WHICH WOULD RESULT IN A MATERIAL ADVERSE EFFECT.
(L)
COMPLIANCE.
NEITHER THE COMPANY NOR ANY SUBSIDIARY (I) IS IN
DEFAULT UNDER OR IN VIOLATION OF (AND NO EVENT HAS OCCURRED THAT HAS NOT BEEN
WAIVED THAT, WITH NOTICE OR LAPSE OF TIME OR BOTH, WOULD RESULT IN A DEFAULT BY
THE COMPANY OR ANY SUBSIDIARY UNDER), NOR HAS THE COMPANY OR ANY SUBSIDIARY
RECEIVED NOTICE OF A CLAIM THAT IT IS IN DEFAULT UNDER OR THAT IT IS IN
VIOLATION OF, ANY INDENTURE, LOAN OR CREDIT AGREEMENT OR ANY OTHER AGREEMENT OR
INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES IS
BOUND (WHETHER OR NOT SUCH DEFAULT OR VIOLATION HAS BEEN WAIVED), (II) IS IN
VIOLATION OF ANY ORDER OF ANY COURT, ARBITRATOR OR GOVERNMENTAL BODY, OR (III)
IS OR HAS BEEN IN VIOLATION OF ANY STATUTE, RULE OR REGULATION OF ANY
GOVERNMENTAL OR REGULATORY AUTHORITY, INCLUDING WITHOUT LIMITATION ALL FOREIGN,
FEDERAL, STATE AND LOCAL LAWS AND ALL RULES AND REGULATIONS OF ANY TRADING
MARKET, IN EACH CASE, APPLICABLE TO ITS BUSINESS OR ASSETS EXCEPT IN EACH CASE
AS WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
(M)
REGULATORY REQUIREMENTS.
THE COMPANY AND THE SUBSIDIARIES POSSESS
ALL CERTIFICATES, AUTHORIZATIONS AND PERMITS ISSUED BY THE APPROPRIATE FEDERAL,
STATE, LOCAL OR FOREIGN REGULATORY AUTHORITIES NECESSARY TO CONDUCT THEIR
RESPECTIVE BUSINESSES AS DESCRIBED IN THE RECENT REPORTS, EXCEPT WHERE THE
FAILURE TO POSSESS SUCH PERMITS WOULD NOT RESULT IN A MATERIAL ADVERSE EFFECT
("MATERIAL PERMITS"), AND NEITHER THE COMPANY NOR ANY SUBSIDIARY HAS RECEIVED
ANY NOTICE OF PROCEEDINGS RELATING TO THE REVOCATION OR MODIFICATION OF ANY
MATERIAL PERMIT.
ALL THE MATERIAL PERMITS HAVE BEEN DULY ISSUED OR OBTAINED AND
ARE IN FULL FORCE AND EFFECT, AND THE COMPANY AND ITS SUBSIDIARIES ARE IN
MATERIAL COMPLIANCE WITH THE TERMS OF ALL THE MATERIAL PERMITS. THE COMPANY AND
ITS SUBSIDIARIES HAVE NOT ENGAGED IN ANY ACTIVITY THAT, TO THEIR
14
KNOWLEDGE, WOULD CAUSE REVOCATION OR SUSPENSION OF ANY SUCH MATERIAL PERMITS.
THE COMPANY HAS NO KNOWLEDGE OF ANY FACTS WHICH COULD REASONABLY BE EXPECTED TO
CAUSE THE COMPANY TO BELIEVE THAT THE MATERIAL PERMITS WILL NOT BE RENEWED BY
THE APPROPRIATE GOVERNMENTAL AUTHORITIES IN THE ORDINARY COURSE. NEITHER THE
EXECUTION, DELIVERY NOR PERFORMANCE OF THIS AGREEMENT SHALL ADVERSELY AFFECT THE
STATUS OF ANY OF THE MATERIAL PERMITS.
(N)
TITLE TO ASSETS.
THE COMPANY AND THE SUBSIDIARIES HAVE GOOD AND
MARKETABLE TITLE IN FEE SIMPLE TO ALL REAL PROPERTY OWNED BY THEM THAT IS
MATERIAL TO THE BUSINESS OF THE COMPANY AND THE SUBSIDIARIES AND GOOD AND
MARKETABLE TITLE IN ALL PERSONAL PROPERTY OWNED BY THEM THAT IS MATERIAL TO THE
BUSINESS OF THE COMPANY AND THE SUBSIDIARIES, IN EACH CASE FREE AND CLEAR OF ALL
LIENS, EXCEPT FOR LIENS AS DO NOT MATERIALLY AFFECT THE VALUE OF SUCH PROPERTY
AND DO NOT MATERIALLY INTERFERE WITH THE USE MADE AND PROPOSED TO BE MADE OF
SUCH PROPERTY BY THE COMPANY AND THE