(K)
SINCE JANUARY 1, 2005, THERE HAS NOT
OCCURRED ANY EVENT, THERE DOES NOT EXIST ANY CONDITION OR SET OF CIRCUMSTANCES
AND THERE HAS BEEN NO DAMAGE TO OR DESTRUCTION OR LOSS OF ANY PROPERTY OR ASSET
OF THE COMPANY AND ITS SUBSIDIARIES THAT, INDIVIDUALLY OR IN THE AGGREGATE, HAS
HAD OR WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(L)
EXCEPT AS SET FORTH ON SCHEDULE 1(L)
ATTACHED HERETO, THERE ARE NO LEGAL OR GOVERNMENTAL PROCEEDINGS PENDING OR, TO
THE KNOWLEDGE OF THE COMPANY, THREATENED, TO WHICH THE COMPANY OR ANY OF ITS
SUBSIDIARIES IS A PARTY OR TO WHICH ANY OF THE PROPERTIES OF THE COMPANY OR ANY
OF ITS SUBSIDIARIES IS SUBJECT BY OR BEFORE ANY COURT, ARBITRATOR OR OTHER
GOVERNMENTAL ENTITY OTHER THAN PROCEEDINGS THAT WOULD NOT HAVE A MATERIAL
ADVERSE EFFECT.
(M)
THE COMPANY AND ITS SUBSIDIARIES POSSESS ALL
CERTIFICATES, AUTHORIZATIONS AND PERMITS ISSUED BY THE APPROPRIATE FEDERAL,
STATE OR FOREIGN REGULATORY AUTHORITIES NECESSARY TO CONDUCT THEIR RESPECTIVE
BUSINESSES, EXCEPT TO THE EXTENT THAT THE FAILURE TO SO POSSESS WOULD NOT RESULT
IN A MATERIAL ADVERSE EFFECT, AND NEITHER THE COMPANY NOR ANY SUCH SUBSIDIARY
HAS RECEIVED ANY NOTICE OF PROCEEDINGS RELATING TO THE REVOCATION OR
MODIFICATION OF ANY SUCH CERTIFICATE, AUTHORIZATION OR PERMIT, WHICH, SINGLY OR
IN THE AGGREGATE, IF THE SUBJECT OF AN UNFAVORABLE DECISION, RULING OR FINDING,
WOULD RESULT IN A MATERIAL ADVERSE EFFECT.
(N)
THE COMPANY AND ITS SUBSIDIARIES MAINTAIN A
SYSTEM OF INTERNAL ACCOUNTING CONTROLS SUFFICIENT, IN ALL MATERIAL RESPECTS, TO
PROVIDE REASONABLE ASSURANCE THAT (I) TRANSACTIONS ARE EXECUTED IN ACCORDANCE
WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATIONS; (II) TRANSACTIONS ARE
RECORDED AS NECESSARY TO PERMIT PREPARATION OF FINANCIAL STATEMENTS IN
CONFORMITY WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND TO MAINTAIN ASSET
ACCOUNTABILITY; (III) ACCESS TO ASSETS IS PERMITTED ONLY IN ACCORDANCE WITH
MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATION; AND (IV) THE RECORDED
ACCOUNTABILITY FOR ASSETS IS COMPARED WITH THE EXISTING ASSETS AT REASONABLE
INTERVALS AND APPROPRIATE ACTION IS TAKEN WITH RESPECT TO ANY DIFFERENCES.
(O)
THE COMPANY AND ITS SUBSIDIARIES (I) ARE IN
COMPLIANCE WITH ANY AND ALL APPLICABLE FOREIGN, FEDERAL, STATE AND LOCAL LAWS
AND REGULATIONS RELATING TO THE PROTECTION OF HUMAN HEALTH AND SAFETY, THE
ENVIRONMENT OR HAZARDOUS OR TOXIC SUBSTANCES OR WASTES, POLLUTANTS OR
CONTAMINANTS ("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, EXCEPT, IN EACH CASE, WHERE
SUCH NONCOMPLIANCE WITH ENVIRONMENTAL LAWS, FAILURE TO RECEIVE REQUIRED PERMITS,
LICENSES OR OTHER APPROVALS OR FAILURE TO COMPLY WITH THE TERMS AND CONDITIONS
OF SUCH PERMITS, LICENSES OR APPROVALS WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
(P)
THERE ARE NO COSTS OR LIABILITIES ASSOCIATED
WITH ENVIRONMENTAL LAWS (INCLUDING, WITHOUT LIMITATION, ANY CAPITAL OR OPERATING
EXPENDITURES
5
REQUIRED FOR CLEAN-UP, CLOSURE OF PROPERTIES OR COMPLIANCE WITH ENVIRONMENTAL
LAWS OR ANY PERMIT, LICENSE OR APPROVAL, ANY RELATED