PROPERTIES AND RIGHTS.
(A)
EXCEPT FOR PERMITTED LIENS, BORROWER HAS
GOOD AND MARKETABLE TITLE TO ALL OF ITS RESPECTIVE PROPERTIES, INTERESTS IN
PROPERTIES AND ASSETS, REAL, PERSONAL AND MIXED, TANGIBLE OR INTANGIBLE, THAT IT
OWNS OR PURPORTS TO OWN THAT IS USED OR USEFUL IN THE CONDUCT OF ITS BUSINESS,
FREE AND CLEAR OF ANY AND ALL ENCUMBRANCES, EXCEPT FOR:
(I) LIENS, IF ANY, FOR
CURRENT TAXES AND ASSESSMENTS NOT YET DUE, AND (II) MINOR LIENS AND
ENCUMBRANCES, IN EACH CASE, WHICH ARE NOT REASONABLY LIKELY, INDIVIDUALLY OR IN
THE AGGREGATE, TO HAVE A MATERIAL ADVERSE EFFECT.
(B)
WITH RESPECT TO THE PROPERTY AND ASSETS
LEASED OR LICENSED BY BORROWER OR ITS SUBSIDIARIES, BORROWER OR SUCH SUBSIDIARY,
AS APPLICABLE, IS IN COMPLIANCE WITH SUCH LEASES OR LICENSES AND HOLDS VALID
LEASEHOLD OR OTHER INTERESTS FREE AND CLEAR OF ANY ENCUMBRANCES, EXCEPT AS ARE
NOT REASONABLY LIKELY, INDIVIDUALLY OR IN THE AGGREGATE, TO HAVE A MATERIAL
ADVERSE EFFECT.
(C)
BORROWER HAS IN FULL FORCE AND EFFECT FIRE
AND CASUALTY INSURANCE POLICIES, AND INSURANCE AGAINST OTHER HAZARDS, RISKS AND
LIABILITIES TO PERSONS AND PROPERTY TO THE EXTENT AND IN THE MANNER CUSTOMARY
FOR COMPANIES IN SIMILAR BUSINESSES SIMILARLY SITUATED.
BORROWER HAS MADE
AVAILABLE TO LENDER A TRUE, COMPLETE AND CORRECT LIST, AND A SUMMARY DESCRIPTION
OF THE COVERAGE PROVIDED THEREBY, OF ALL LIABILITY INSURANCE POLICIES MAINTAINED
BY BORROWER ON ITS ASSETS OR IN RELATION TO ITS BUSINESS.
ALL OF SUCH POLICIES
ARE IN FULL FORCE AND EFFECT.
ALL PREMIUMS DUE ON SUCH INSURANCE POLICIES ON OR
PRIOR TO THE DATE HEREOF HAVE BEEN PAID.
AS OF THE DATE HEREOF, THERE ARE NO
CLAIMS WITH RESPECT TO BORROWER, NOR ITS RESPECTIVE ASSETS, PENDING UNDER ANY
CURRENT OR PRIOR INSURANCE POLICY.
4.13.
COMPLIANCE WITH LAWS; LEGAL REQUIREMENTS.
(A)
EXCEPT AS SET FORTH ON SCHEDULE 4.13,
BORROWER HAS COMPLIED, AND IS IN COMPLIANCE, IN ALL MATERIAL RESPECTS, WITH ALL
FOREIGN, FEDERAL, STATE OR LOCAL LAWS (INCLUDING COMMON LAW), STATUTES, CODES,
ORDINANCES, RULES, REGULATIONS, AND ORDERS OF GOVERNMENTAL AUTHORITIES
APPLICABLE TO OR AFFECTING THEM OR THEIR ASSETS OR BUSINESSES, INCLUDING,
WITHOUT LIMITATION, ERISA AND ENVIRONMENTAL LAWS (COLLECTIVELY, "LAWS"), EXCEPT
FOR SUCH NON-COMPLIANCE WHICH IS NOT REASONABLY LIKELY TO HAVE A MATERIAL
ADVERSE EFFECT.
NEITHER BORROWER, NOR ANY OF ITS SENIOR OFFICERS, HAS RECEIVED
NOTICE OF ANY VIOLATION (OR ANY INVESTIGATION, INSPECTION, AUDIT, OR OTHER
PROCEEDING BY ANY GOVERNMENTAL AUTHORITY INVOLVING AN ALLEGATION OF ANY
VIOLATION) OF ANY LAW BY OR AFFECTING BORROWER, AND TO THE KNOWLEDGE OF
BORROWER, NO INVESTIGATION, INSPECTION, AUDIT, OR OTHER PROCEEDING BY ANY
GOVERNMENTAL AUTHORITY INVOLVING AN ALLEGATION OF VIOLATION OF ANY LAW IS
THREATENED.
13
(B)
BORROWER HAS OBTAINED ALL OF THE
REGISTRATIONS, APPLICATIONS, FILINGS, CERTIFICATIONS, NOTICES, ORDERS, LICENSES,
PERMITS, APPROVALS, CONSENTS, QUALIFICATIONS, AUTHORIZATIONS AND WAIVERS OF ANY
GOVERNMENTAL AUTHORITY ("LICENSES AND PERMITS") NECESSARY TO CONDUCT ITS
RESPECTIVE BUSINESS AS IT IS PRESENTLY BEING CONDUCTED AND HAS BEEN CONDUCTED
AND IS IN COMPLIANCE WITH ALL SUCH LICENSES AND PERMITS, AND SUCH LICENSES AND
PERMITS ARE VALIDLY ISSUED AND IN FULL