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200209214 (b) There bar been on mnmomoeW investigation. study. audit test, review or other -dyes conducted of which the Company b= knowledge in ¢IYiao to the current or prior barinese of the Company or, any of its Subsidiaries a any property or facility now a prevleusly owned or leered by the Company or my of its Subsidiarim that bar not been delivered m Pate- at lest five days prior to the data hereof. (c) Neither the Company nor any of in Subsidiaries owns, losses a opentto or has owned, leased a operated any real property, a conducts or has cooducted my operations, in New Jersey or Co- eeriest (d) For purposes of this Section 5.17, the terms "Company and "Subsidiaries" shall include my entity that s, in whole or in par, a pnedec=sor of the Company a my of its SnWidatiea, SwmN 5.18. AnHrakeover Stunner and Rights Agraearent (a) Except for the provisions of Section 23- 43-102, es. seq. of Arlan sss Law, no other - control shah arquidtion," "fan price," "moramrium" or other mmaknom laws or regulations enacted uder U.S. sus: or faded sus apply to this Agreement or my of the transactions contemplated hereby. (b) The Board of Direction of the Company has taken a bas resolved to DAM ply niter the due hereof, all action necessary to sender the rights rusted parmam to the wain of the Rights Plan inapplicable to the Offer. the Merger, this Agreement and the araosactiom comtmpsbd hereby. Sec 5.19. Opwon of Financed Advisor. The Company bars ,,ved the opiam, of CSFB to the effect MAL u of the due of such optimist, the Consideration to be incurred by the holden of Slates is fair to the holders of Shares from a fistancid point of view. and as of the due h it of such opinion lea not been withdrawn. Swrititr 5.20. Real Property. (a) 11e Company and as Subsidiaries lest good and marketable, mddamnbs, fee simple tits m, or in the axe of leased Red Property hat vdid.leasehold rmeresb im an the Real Property reflected on the Company Bal-ce Sheen or scgtmed atw the Company Balance Sheer Due. No Red Property is subject m my Lim except: (r) liens disclosed in the Company SEC Reports: 00 (A) Lm for tax= not yes due or being mussed in good shh (and for which adequate accruals or reserves have been established): (B) arras', warrmmemen's. mecl ama, landlords'. mawidman's. repairmen's, or other like lima arid¢& in the ordinary comas of badness in respect of obligations that sm M yet due or that are bonded or that are being -meted in good faith and by appropiare proceedings if adequate annuls or reserves have been established, (C) Liana scanne'in the ordinary muse of business in -mention with wasters' mrspessabon, ammrploymeet assurance and other types of social sectrity benefits. or (D) Liens to s=ane the perfamaoa of bide, lease, awsttrada, statutory obligations or s®lar obh8atioste: provided that the exstmoe of such Lams described in this crux (D). individually or is the aggregate, has oa had and would not reasonably be Btdy to have a Material Advance Effect on the Compmr, or ( iii) Lrem which do not materially deract from the value of such Red Property, err materially interfere with my praant or intended use of such Red Property or Lem, the existence of which, individually or in the aggregate, ban not had and would not reasonably be likely to have a Material Adverse Effect on the Company. (b) All leases of Red Property are in good sending and are vdld. binding and enforceable in acemdastce with their respective wins and there dace not exist under my such Wee any debult or any event which with notice a lapin of time or bosh world mnntirna a ddWt, except where such fdluse to be valid, binding or emoreeable or such &huk sdrvrdtually or s the aggregate, hat not bad and would am reasonably be likely to have a Material Adverse Effect on the Company. SecrION 5.21. btwr ante Coverage. The Company Wes furnished to Parent a liar of, and one and mmpkm Capin 0& all rranrana policies and fide ity bads missing to the Company and its Subsidiaries and A-19