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SECTION 4.12.
DISCLOSURE.
THE BORROWER HAS DISCLOSED TO THE
LENDERS ALL AGREEMENTS, INSTRUMENTS, AND CORPORATE OR OTHER RESTRICTIONS TO
WHICH THE BORROWER OR ANY OF ITS SUBSIDIARIES IS SUBJECT, AND ALL OTHER MATTERS
KNOWN TO ANY OF THEM, THAT, INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY
BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
NEITHER THE INFORMATION
MEMORANDUM NOR ANY OF THE REPORTS (INCLUDING WITHOUT LIMITATION ALL REPORTS THAT
THE BORROWER IS REQUIRED TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION),
FINANCIAL STATEMENTS, CERTIFICATES OR OTHER INFORMATION FURNISHED BY OR ON
BEHALF OF THE BORROWER TO THE ADMINISTRATIVE AGENT OR ANY LENDER IN CONNECTION
WITH THE NEGOTIATION OR SYNDICATION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
OR DELIVERED HEREUNDER OR THEREUNDER (AS MODIFIED OR SUPPLEMENTED BY ANY OTHER
INFORMATION SO FURNISHED) CONTAINS ANY MATERIAL MISSTATEMENT OF FACT OR OMITS TO
STATE ANY MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS THEREIN, TAKEN AS A
WHOLE, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MATERIALLY
MISLEADING;
SECTION 4.13.
LABOR RELATIONS.
THERE ARE NO STRIKES, LOCKOUTS OR
OTHER MATERIAL LABOR DISPUTES OR GRIEVANCES AGAINST THE BORROWER OR ANY OF ITS
SUBSIDIARIES, OR, TO THE BORROWER'S KNOWLEDGE, THREATENED AGAINST OR AFFECTING
THE BORROWER OR ANY OF ITS SUBSIDIARIES, AND NO SIGNIFICANT UNFAIR LABOR
PRACTICE, CHARGES OR GRIEVANCES ARE PENDING AGAINST THE BORROWER OR ANY OF ITS
SUBSIDIARIES, OR TO THE BORROWER'S KNOWLEDGE, THREATENED AGAINST ANY OF THEM
BEFORE ANY GOVERNMENTAL AUTHORITY. ALL PAYMENTS DUE FROM THE BORROWER OR ANY OF
ITS SUBSIDIARIES PURSUANT TO THE PROVISIONS OF ANY COLLECTIVE BARGAINING
AGREEMENT HAVE BEEN PAID OR ACCRUED AS A LIABILITY ON THE BOOKS OF THE BORROWER
OR ANY SUCH SUBSIDIARY, EXCEPT WHERE THE FAILURE TO DO SO COULD NOT REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 4.14.
SUBSIDIARIES.
SCHEDULE 4.14 SETS FORTH THE NAME
OF, THE OWNERSHIP INTEREST OF THE BORROWER IN, THE JURISDICTION OF INCORPORATION
OR ORGANIZATION OF, AND THE TYPE OF, EACH SUBSIDIARY, IN EACH CASE AS OF THE
CLOSING DATE.
SECTION 4.15.
INSOLVENCY.
AFTER GIVING EFFECT TO THE EXECUTION
AND DELIVERY OF THE LOAN DOCUMENTS, THE MAKING OF THE LOANS UNDER THIS
AGREEMENT, NEITHER THE BORROWER NOR ITS SUBSIDIARIES WILL BE "INSOLVENT," WITHIN
THE MEANING OF SUCH TERM AS DEFINED IN § 101 OF TITLE 11 OF THE UNITED STATES
CODE, AS AMENDED FROM TIME TO TIME, OR BE UNABLE TO PAY ITS DEBTS GENERALLY AS
SUCH DEBTS BECOME DUE, OR HAVE AN UNREASONABLY SMALL CAPITAL TO ENGAGE IN ANY
BUSINESS OR TRANSACTION, WHETHER CURRENT OR CONTEMPLATED.
SECTION 4.16.
OFAC.
THE BORROWER (I) IS NOT A PERSON WHOSE
PROPERTY OR INTEREST IN PROPERTY IS BLOCKED OR SUBJECT TO BLOCKING PURSUANT TO
SECTION 1 OF EXECUTIVE ORDER 13224 OF SEPTEMBER 23, 2001 BLOCKING PROPERTY AND
PROHIBITING TRANSACTIONS WITH PERSONS WHO COMMIT, THREATEN TO COMMIT, OR SUPPORT
TERRORISM (66 FED. REG. 49079 (2001)), (II) DOES NOT KNOWINGLY ENGAGE IN ANY
DEALINGS OR TRANSACTIONS PROHIBITED BY SECTION 2 OF SUCH EXECUTIVE ORDER, OR IS
NOT