OPERATIONS OF THE BORROWER AND ITS SUBSIDIARIES ARE VALID AND
SUBSISTING AND ARE IN FULL FORCE, EXCEPT FOR SUCH INVALIDITIES WHICH
INDIVIDUALLY OR IN THE AGGREGATE ARE NOT REASONABLY LIKELY TO HAVE A MATERIAL
ADVERSE EFFECT.
(B)
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
TO THE BEST KNOWLEDGE AND BELIEF OF THE BORROWER, THE USE THEREOF BY THE
BORROWER AND ITS SUBSIDIARIES DOES NOT INFRINGE IN ANY MATERIAL RESPECT ON THE
RIGHTS OF ANY OTHER PERSON.
(C)
THE PROPERTIES OF THE BORROWER AND ITS SUBSIDIARIES ARE INSURED
WITH FINANCIALLY SOUND AND REPUTABLE INSURANCE COMPANIES WHICH ARE NOT
AFFILIATES OF THE BORROWER, IN SUCH AMOUNTS WITH SUCH DEDUCTIBLES AND COVERING
SUCH RISKS AS ARE CUSTOMARILY CARRIED BY COMPANIES ENGAGED IN SIMILAR BUSINESSES
AND OWNING SIMILAR PROPERTIES IN LOCALITIES WHERE THE BORROWER OR ANY APPLICABLE
SUBSIDIARY OPERATES.
SECTION 4.12.
DISCLOSURE. 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 PREPARED BY THE BORROWER
AND 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 MISLEADING; PROVIDED, THAT WITH RESPECT TO PROJECTED
FINANCIAL INFORMATION, THE BORROWER REPRESENTS ONLY THAT SUCH INFORMATION WAS
PREPARED IN GOOD FAITH BASED UPON ASSUMPTIONS THAT MANAGEMENT OF THE BORROWER
BELIEVED TO BE REASONABLE AT THE TIME SUCH PROJECTED FINANCIAL INFORMATION WAS
PREPARED.
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 WHICH INDIVIDUALLY OR IN THE AGGREGATE ARE
REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT. 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
54
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