BEEN SET ASIDE ON THE BOOKS OF THE
COMPANY AND (III) HAS SET ASIDE ON ITS BOOKS PROVISION REASONABLY ADEQUATE FOR
THE PAYMENT OF ALL TAXES FOR PERIODS SUBSEQUENT TO THE PERIODS TO WHICH SUCH
RETURNS, REPORTS OR DECLARATIONS APPLY.
TO THE COMPANY'S KNOWLEDGE, THERE ARE
NO UNPAID TAXES IN ANY MATERIAL AMOUNT CLAIMED TO BE PAST DUE BY THE TAXING
AUTHORITY OF ANY JURISDICTION, AND THE COMPANY KNOWS OF NO BASIS FOR SUCH
CLAIM.
THE COMPANY HAS NOT WAIVED OR EXTENDED ANY STATUTE OF LIMITATIONS AT THE
REQUEST OF ANY TAXING AUTHORITY.
THERE ARE NO OUTSTANDING TAX SHARING
AGREEMENTS OR OTHER SUCH ARRANGEMENTS BETWEEN THE COMPANY AND ANY OTHER
CORPORATION OR ENTITY AND THE COMPANY IS NOT PRESENTLY UNDERGOING ANY AUDIT BY A
TAXING AUTHORITY.
(L)
ABSENCE OF LITIGATION.
EXCEPT AS DISCLOSED IN THE COMPANY'S SEC REPORTS,
THERE IS NO ACTION, SUIT, CLAIM, OR PROCEEDING, OR, TO THE COMPANY'S KNOWLEDGE,
INQUIRY OR INVESTIGATION, BEFORE OR BY ANY COURT, PUBLIC BOARD, GOVERNMENT
AGENCY, SELF-REGULATORY ORGANIZATION OR BODY
8
PENDING OR, TO THE KNOWLEDGE OF THE COMPANY, THREATENED AGAINST OR AFFECTING THE
COMPANY OR ANY OF ITS SIGNIFICANT SUBSIDIARIES THAT WOULD REASONABLY BE EXPECTED
TO HAVE, INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
(M)
ENVIRONMENTAL MATTERS.
TO THE COMPANY'S KNOWLEDGE, THE COMPANY AND EACH
SIGNIFICANT SUBSIDIARY (I) IS NOT IN VIOLATION OF ANY STATUTE, RULE, REGULATION,
DECISION OR ORDER OF ANY GOVERNMENTAL AGENCY OR BODY OR ANY COURT, DOMESTIC OR
FOREIGN, RELATING TO THE USE, DISPOSAL OR RELEASE OF HAZARDOUS OR TOXIC
SUBSTANCES OR RELATING TO THE PROTECTION OR RESTORATION OF THE ENVIRONMENT OR
HUMAN EXPOSURE TO HAZARDOUS OR TOXIC SUBSTANCES (COLLECTIVELY, "ENVIRONMENTAL
LAWS"), (II) DOES NOT OWN OR OPERATE ANY REAL PROPERTY CONTAMINATED WITH ANY
SUBSTANCE IN VIOLATION OF ANY ENVIRONMENTAL LAWS, (III) IS NOT LIABLE FOR ANY
OFF-SITE DISPOSAL OR CONTAMINATION PURSUANT TO ANY ENVIRONMENTAL LAWS AND (IV)
IS NOT SUBJECT TO ANY CLAIM RELATING TO ANY ENVIRONMENTAL LAWS; WHICH VIOLATION,
CONTAMINATION, LIABILITY OR CLAIM HAS HAD OR WOULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT, INDIVIDUALLY OR IN THE AGGREGATE; AND THERE IS
NO PENDING OR, TO THE COMPANY'S KNOWLEDGE, THREATENED INVESTIGATION THAT MIGHT
LEAD TO SUCH A CLAIM.
(N)
COMPLIANCE.
NONE OF THE COMPANY NOR ANY SIGNIFICANT SUBSIDIARY, EXCEPT IN
EACH CASE AS WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED
TO HAVE OR RESULT IN A MATERIAL ADVERSE EFFECT, (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
SIGNIFICANT SUBSIDIARY UNDER), NOR HAS THE COMPANY OR ANY SIGNIFICANT SUBSIDIARY
RECEIVED WRITTEN 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