AND
CUSTOMARY FOR THE RESPECTIVE BUSINESSES, NAMING THE ADMINISTRATIVE AGENT AS AN
ADDITIONAL INSURED AND MORTGAGE LOSS PAYEE.
SECTION 4.12.
DISCLOSURE.
THE PARENT AND THE BORROWER
HAVE DISCLOSED TO THE LENDERS ALL AGREEMENTS, INSTRUMENTS, AND CORPORATE OR
OTHER RESTRICTIONS TO WHICH THE PARENT OR ANY OF ITS SUBSIDIARIES IS SUBJECT,
AND ALL OTHER MATTERS KNOWN TO ANY OF THEM, THAT, INDIVIDUALLY OR IN THE
AGGREGATE, WOULD 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 PARENT IS REQUIRED TO FILE WITH THE SECURITIES
AND EXCHANGE COMMISSION), FINANCIAL STATEMENTS, CERTIFICATES OR OTHER
INFORMATION FURNISHED BY OR ON BEHALF OF THE PARENT OR 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 MISLEADING IN ANY
MATERIAL RESPECT.
SECTION 4.13.
LABOR RELATIONS.
THERE ARE NO STRIKES,
LOCKOUTS OR OTHER MATERIAL LABOR DISPUTES OR GRIEVANCES AGAINST THE PARENT OR
ANY OF ITS SUBSIDIARIES, OR, TO THE PARENT'S OR THE BORROWER'S KNOWLEDGE,
THREATENED AGAINST OR AFFECTING THE PARENT OR ANY OF ITS SUBSIDIARIES, AND NO
SIGNIFICANT UNFAIR LABOR PRACTICE, CHARGES OR GRIEVANCES ARE PENDING AGAINST THE
PARENT OR ANY OF ITS SUBSIDIARIES, OR TO THE PARENT'S OR THE BORROWER'S
KNOWLEDGE, THREATENED AGAINST ANY OF THEM BEFORE ANY GOVERNMENTAL AUTHORITY THAT
WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
ALL PAYMENTS
DUE FROM THE PARENT 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 PARENT OR ANY SUCH SUBSIDIARY, EXCEPT WHERE THE FAILURE TO DO SO
WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
53
SECTION 4.14.
SUBSIDIARIES.
SCHEDULE 4.14 SETS FORTH
THE NAME OF, THE OWNERSHIP INTEREST IN, THE JURISDICTION OF INCORPORATION OR
ORGANIZATION OF, AND THE TYPE OF, EACH OF ITS SUBSIDIARY OF THE PARENT AND
IDENTIFIES EACH SUBSIDIARY THAT IS A SUBSIDIARY LOAN PARTY, A NON-U.S.
SUBSIDIARY AND/OR A MATERIAL SUBSIDIARY OF THE PARENT OR THE BORROWER, IN EACH
CASE AS OF THE CLOSING DATE.
SECTION 4.15.
SOLVENCY.
AFTER GIVING EFFECT TO THE
EXECUTION AND DELIVERY OF THE LOAN DOCUMENTS, THE MAKING OF THE LOANS UNDER THIS
AGREEMENT, AND THE REPAYMENT OF THE REFINANCED INDEBTEDNESS EACH LOAN PARTY WILL
BE SOLVENT.
SECTION 4.16.
OFAC.
NO LOAN PARTY (I) IS 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) ENGAGES IN