U OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM).
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(B)
NO PART OF THE PROCEEDS OF THE LOANS WILL BE
USED FOR PURCHASING OR CARRYING MARGIN STOCK OR FOR ANY PURPOSE WHICH VIOLATES,
OR WHICH WOULD BE INCONSISTENT WITH, THE PROVISIONS OF REGULATION T, U OR X OF
SUCH BOARD OF GOVERNORS.
18.11
GOVERNMENT REGULATION
Neither the Borrower nor any Subsidiary is an "investment company" or a company
"controlled" by an "investment company" (as each such term is defined or used in
the Investment Company Act of 1940, as amended) and neither the Borrower nor any
Subsidiary is, or after giving effect to any Utilisation will be, subject to
regulation under the Interstate Commerce Act, as amended, or any other
Applicable Law which limits its ability to incur or consummate the transactions
contemplated under this Agreement.
18.12
MATERIAL CONTRACTS
(A)
SCHEDULE 12 (MATERIAL CONTRACTS) CONTAINS A
COMPLETE AND ACCURATE LIST OF ALL MATERIAL CONTRACTS OF THE BORROWER AND ITS
SUBSIDIARIES IN EFFECT AS OF THE DATE OF THIS AGREEMENT.
(B)
OTHER THAN AS SET OUT IN SCHEDULE 12
(MATERIAL CONTRACTS), EACH SUCH MATERIAL CONTRACT IS, AND AFTER GIVING EFFECT TO
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THE FINANCE DOCUMENTS WILL
BE, IN FULL FORCE AND EFFECT IN ACCORDANCE WITH THE TERMS THEREOF.
(C)
THE BORROWER AND ITS SUBSIDIARIES HAVE
DELIVERED TO THE COFACE AGENT A TRUE AND COMPLETE COPY OF EACH MATERIAL CONTRACT
REQUIRED TO BE LISTED ON SCHEDULE 12 (MATERIAL CONTRACTS) (INCLUDING ALL
AMENDMENTS WITH RESPECT THERETO).
(D)
NEITHER THE BORROWER NOR ANY SUBSIDIARY
(NOR, TO THE KNOWLEDGE OF THE BORROWER, ANY OTHER PARTY THERETO) IS IN BREACH OF
OR IN DEFAULT UNDER ANY MATERIAL CONTRACT IN ANY MATERIAL RESPECT.
18.13
EMPLOYEE RELATIONS
(A)
EACH OF THE BORROWER AND ITS SUBSIDIARIES
HAS A WORK FORCE IN PLACE ADEQUATE TO CONDUCT ITS BUSINESS AS CURRENTLY
CONDUCTED AND IS NOT, AS OF THE DATE OF THIS AGREEMENT, PARTY TO ANY COLLECTIVE
BARGAINING AGREEMENT NOR HAS ANY LABOUR UNION BEEN RECOGNISED AS THE
REPRESENTATIVE OF ITS EMPLOYEES EXCEPT AS SET OUT IN SCHEDULE 13 (LABOUR AND
COLLECTIVE BARGAINING AGREEMENTS).
(B)
THE BORROWER KNOWS OF NO PENDING, THREATENED
OR CONTEMPLATED STRIKES, WORK STOPPAGE OR OTHER COLLECTIVE LABOUR DISPUTES
INVOLVING ITS EMPLOYEES OR THOSE OF ITS SUBSIDIARIES THAT COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
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18.14
BURDENSOME PROVISIONS
No Subsidiary is party to any agreement or instrument or otherwise subject to
any restriction or encumbrance that restricts or limits its ability to make
dividend payments or other distributions in respect of its Capital Stock to the
Borrower or any Subsidiary or to transfer any of its assets or properties to the
Borrower or any other Subsidiary in each case other than existing under or by
reason of the Finance Documents or Applicable Law.
18.15
FINANCIAL STATEMENTS
(A)
THE AUDITED AND UNAUDITED FINANCIAL
STATEMENTS DELIVERED PURSUANT TO SCHEDULE 2 (CONDITIONS PRECEDENT) ARE COMPLETE
AND CORRECT AND FAIRLY PRESENT IN ALL MATERIAL RESPECTS ON A CONSOLIDATED