BALANCE SHEET OF THE BORROWER REFERRED TO IN
SECTION 4.4 OR PURPORTED TO HAVE BEEN ACQUIRED BY THE BORROWER OR ANY SUBSIDIARY
AFTER SAID DATE (EXCEPT AS SOLD OR OTHERWISE DISPOSED OF IN THE ORDINARY COURSE
OF BUSINESS), IN EACH CASE FREE AND CLEAR OF LIENS PROHIBITED BY THIS
AGREEMENT.
ALL LEASES THAT INDIVIDUALLY OR IN THE AGGREGATE ARE MATERIAL TO THE
BUSINESS OR OPERATIONS OF THE BORROWER AND ITS SUBSIDIARIES ARE VALID AND
SUBSISTING AND ARE IN FULL FORCE.
(B)
EXCEPT AS COULD NOT REASONABLY BE EXPECTED TO HAVE, EITHER
INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT, EACH OF THE
BORROWER AND ITS SUBSIDIARIES OWNS, OR IS LICENSED, OR OTHERWISE HAS THE RIGHT,
TO USE, ALL PATENTS, TRADEMARKS, SERVICE MARKS, TRADE NAMES, COPYRIGHTS AND
OTHER INTELLECTUAL PROPERTY MATERIAL TO ITS BUSINESS, AND THE USE THEREOF BY THE
BORROWER AND ITS SUBSIDIARIES DOES NOT INFRINGE IN ANY MATERIAL RESPECT ON THE
RIGHTS OF ANY OTHER PERSON.
51
(C)
THE PROPERTIES OF THE BORROWER AND ITS SUBSIDIARIES ARE INSURED WITH
FINANCIALLY SOUND AND REPUTABLE INSURANCE COMPANIES, IN SUCH AMOUNTS WITH SUCH
DEDUCTIBLES AND COVERING SUCH RISKS OF LOSS OR DAMAGE OF THE KINDS CUSTOMARILY
CARRIED BY COMPANIES IN THE SAME OR SIMILAR BUSINESSES OPERATING IN THE SAME OR
SIMILAR LOCATIONS, WHICH MAY INCLUDE SELF-INSURANCE, IF DETERMINED BY THE
BORROWER TO BE REASONABLY PRUDENT AND CONSISTENT WITH BUSINESS PRACTICES AS IN
EFFECT ON THE DATE HEREOF.
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