TERMS AND
CONDITIONS OF EMPLOYMENT AND WAGES AND HOURS, EXCEPT WHERE THE FAILURE TO BE IN
COMPLIANCE COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED
TO HAVE 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 JUDGMENT, DECREE OR ORDER OF ANY COURT, ARBITRATOR
OR OTHER GOVERNMENTAL AUTHORITY OR (III) IS OR HAS BEEN IN VIOLATION OF ANY
STATUTE, RULE, ORDINANCE OR REGULATION OF ANY GOVERNMENTAL AUTHORITY, INCLUDING
WITHOUT LIMITATION ALL FOREIGN, FEDERAL, STATE AND LOCAL LAWS RELATING TO TAXES,
ENVIRONMENTAL PROTECTION, OCCUPATIONAL HEALTH AND SAFETY, PRODUCT QUALITY AND
SAFETY AND EMPLOYMENT AND LABOR MATTERS, EXCEPT IN EACH CASE AS COULD NOT
HAVE OR REASONABLY BE EXPECTED, INDIVIDUALLY OR IN THE AGGREGATE, TO RESULT IN A
MATERIAL ADVERSE EFFECT.
--------------------------------------------------------------------------------
(M)
ENVIRONMENTAL LAWS.
THE COMPANY AND ITS SUBSIDIARIES (I) ARE IN
COMPLIANCE WITH ALL FEDERAL, STATE, LOCAL AND FOREIGN LAWS RELATING TO POLLUTION
OR PROTECTION OF HUMAN HEALTH OR THE ENVIRONMENT (INCLUDING AMBIENT AIR, SURFACE
WATER, GROUNDWATER, LAND SURFACE OR SUBSURFACE STRATA), INCLUDING LAWS RELATING
TO EMISSIONS, DISCHARGES, RELEASES OR THREATENED RELEASES OF CHEMICALS,
POLLUTANTS, CONTAMINANTS, OR TOXIC OR HAZARDOUS SUBSTANCES OR WASTES
(COLLECTIVELY, "HAZARDOUS MATERIALS") INTO THE ENVIRONMENT, OR OTHERWISE
RELATING TO THE MANUFACTURE, PROCESSING, DISTRIBUTION, USE, TREATMENT, STORAGE,
DISPOSAL, TRANSPORT OR HANDLING OF HAZARDOUS MATERIALS, AS WELL AS ALL
AUTHORIZATIONS, CODES, DECREES, DEMANDS, OR DEMAND LETTERS, INJUNCTIONS,
JUDGMENTS, LICENSES, NOTICES OR NOTICE LETTERS, ORDERS, PERMITS, PLANS OR
REGULATIONS, ISSUED, ENTERED, PROMULGATED OR APPROVED THEREUNDER ("ENVIRONMENTAL
LAWS"); (II) HAVE RECEIVED ALL PERMITS LICENSES OR OTHER APPROVALS REQUIRED OF
THEM UNDER APPLICABLE ENVIRONMENTAL LAWS TO CONDUCT THEIR RESPECTIVE BUSINESSES;
AND (III) ARE IN COMPLIANCE WITH ALL TERMS AND CONDITIONS OF ANY SUCH PERMIT,
LICENSE OR APPROVAL WHERE IN EACH CLAUSE (I), (II) AND (III), THE FAILURE TO SO
COMPLY COULD BE REASONABLY EXPECTED TO HAVE, INDIVIDUALLY OR IN THE AGGREGATE, A
MATERIAL ADVERSE EFFECT.
(N)
REGULATORY PERMITS.
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 SEC REPORTS, EXCEPT WHERE THE FAILURE
TO POSSESS SUCH PERMITS COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT ("MATERIAL PERMITS"), AND TO THE BEST OF THE COMPANY'S KNOWLEDGE,
NEITHER THE COMPANY NOR ANY SUBSIDIARY HAS RECEIVED ANY NOTICE OF PROCEEDINGS
RELATING TO