OR IS IN CURRENT VIOLATION OF, AND NEITHER THE BORROWER
NOR ANY SUBSIDIARY HAS RECEIVED ANY COMMUNICATIONS ALLEGING THAT THE BORROWER OR
ANY SUBSIDIARY HAS VIOLATED OR, BY CONDUCTING ITS BUSINESS AS PROPOSED, WOULD
VIOLATE, ANY OF THE PROPRIETARY RIGHTS OF ANY OTHER PERSON.
THE BORROWER AND
THE SUBSIDIARIES ARE NOT AWARE OF ANY MATERIAL VIOLATION BY A THIRD PARTY OF ANY
OF THEIR PROPRIETARY RIGHTS NECESSARY TO THEIR BUSINESS AS NOW CONDUCTED;
(U)
EMPLOYEES.
(I) SUBJECT TO SECTION 3.01 (U)(II), ALL EMPLOYEES OF
THE BORROWER AND EACH SUBSIDIARY ARE EMPLOYED "AT WILL" AND MAY BE TERMINATED
WITHOUT PAYMENT OF SEVERANCE OR INCURRENCE OF ANY OTHER LIABILITY OF THE
BORROWER OR THE SUBSIDIARIES; NO EMPLOYEE OF THE BORROWER IS IN VIOLATION OF ANY
MATERIAL TERM OF ANY EMPLOYMENT CONTRACT, CONFIDENTIALITY AGREEMENT OR ANY OTHER
MATERIAL CONTRACTUAL OBLIGATION RELATING TO THE RIGHT OF ANY SUCH EMPLOYEE TO BE
EMPLOYED BY THE BORROWER OR ANY SUBSIDIARY; AND NEITHER THE BORROWER NOR ANY
SUBSIDIARY HAS ANY EMPLOYEE SEVERANCE AGREEMENT COVERING ANY OF ITS EMPLOYEES.
SUBJECT TO SECTION 3.01 (U)(II), NEITHER THE BORROWER NOR ANY SUBSIDIARY IS A
PARTY TO ANY COLLECTIVE BARGAINING AGREEMENT OR OTHER LABOR UNION CONTRACT, NOR
ARE ANY UNION ORGANIZATION PROCEEDINGS PENDING OR THREATENED AGAINST THE
BORROWER OR ANY OF THE SUBSIDIARIES;
28
(ii)
The Borrower's employees in the Country are subject to employment
laws of the Country and are entitled to any benefits provided under such laws;
(V)
NO STRIKES, ETC.
THERE IS NO LABOR STRIKE, SLOWDOWN OR WORK
STOPPAGE OR LOCKOUT AGAINST THE BORROWER OR ANY OF THE SUBSIDIARIES OR AGAINST
ANY CONTRACTOR WITH RESPECT TO THE PROJECT;
(W)
TITLE TO PROPERTIES.
THE ASSETS OWNED OR LEASED BY THE BORROWER
AND ITS SUBSIDIARIES ARE ALL OF THE ASSETS NECESSARY TO CONDUCT THE BUSINESS OF
THE BORROWER AND ITS SUBSIDIARIES AS CURRENTLY BEING CONDUCTED.
THE BORROWER
AND ITS SUBSIDIARIES HAVE GOOD AND MARKETABLE TITLE TO SUBSTANTIALLY ALL OF THE
ASSETS THEY OWN, REAL AND PERSONAL, MOVABLE AND IMMOVABLE, TANGIBLE AND
INTANGIBLE, FREE AND CLEAR OF ALL LIENS, EXCEPT FOR (I) LIENS FOR TAXES NOT YET
DUE AND PAYABLE, (II) ARTISAN'S OR MECHANIC'S LIENS ARISING IN THE ORDINARY
COURSE OF BUSINESS, (III) ENCUMBRANCES DESCRIBED IN SCHEDULE 3.01(W), OR
(IV) MINOR IMPERFECTIONS OF TITLE AND ENCUMBRANCES, IF ANY, WHICH (A) ARE NOT
SUBSTANTIAL IN AMOUNT, (B) DO NOT DETRACT FROM THE VALUE OF THE PROPERTY SUBJECT
THERETO, IMPAIR THE OPERATIONS OF THE BUSINESS OF THE BORROWER, OR THE USE OR
LICENSE OF CERTAIN OF THE ASSETS OF THE BORROWER, AND (C) HAVE ARISEN IN THE
ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE;
(X)
BOOKS AND RECORDS.
SINCE SEPTEMBER 10, 2004, THE BOOKS AND
RECORDS OF THE BORROWER, INCLUDING, WITHOUT LIMITATION, ITS STOCK RECORD BOOKS
AND MINUTE BOOKS, ARE COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS AND
ACCURATELY AND FAIRLY REFLECT ALL MEETINGS AND OTHER CORPORATE ACTIONS OF THE
BORROWER'S STOCKHOLDERS AND ITS BOARD OF DIRECTORS AND COMMITTEES THEREOF AND
ALL MATERIAL INFORMATION RELATING TO ITS BUSINESS, THE NATURE, ACQUISITION,