ANY DEALINGS OR
TRANSACTIONS PROHIBITED BY SECTION 2 OF SUCH EXECUTIVE ORDER, OR IS OTHERWISE
ASSOCIATED WITH ANY SUCH PERSON IN ANY MANNER VIOLATIVE OF SECTION 2, OR
(III) IS A PERSON ON THE LIST OF SPECIALLY DESIGNATED NATIONALS AND BLOCKED
PERSONS OR SUBJECT TO THE LIMITATIONS OR PROHIBITIONS UNDER ANY OTHER U.S.
DEPARTMENT OF TREASURY'S OFFICE OF FOREIGN ASSETS CONTROL REGULATION OR
EXECUTIVE ORDER.
SECTION 4.17.
PATRIOT ACT.
EACH LOAN PARTY IS IN
COMPLIANCE, IN ALL MATERIAL RESPECTS, WITH (I) THE TRADING WITH THE ENEMY ACT,
AS AMENDED, AND EACH OF THE FOREIGN ASSETS CONTROL REGULATIONS OF THE UNITED
STATES TREASURY DEPARTMENT (31 CFR, SUBTITLE B, CHAPTER V, AS AMENDED) AND ANY
OTHER ENABLING LEGISLATION OR EXECUTIVE ORDER RELATING THERETO, AND (II) THE
UNITING AND STRENGTHENING AMERICA BY PROVIDING APPROPRIATE TOOLS REQUIRED TO
INTERCEPT AND OBSTRUCT TERRORISM (USA PATRIOT ACT OF 2001).
NO PART OF THE
PROCEEDS OF THE LOANS WILL BE USED, DIRECTLY OR INDIRECTLY, FOR ANY PAYMENTS TO
ANY GOVERNMENTAL OFFICIAL OR EMPLOYEE, POLITICAL PARTY, OFFICIAL OF A POLITICAL
PARTY, CANDIDATE FOR POLITICAL OFFICE, OR ANYONE ELSE ACTING IN AN OFFICIAL
CAPACITY, IN ORDER TO OBTAIN, RETAIN OR DIRECT BUSINESS OR OBTAIN ANY IMPROPER
ADVANTAGE, IN VIOLATION OF THE UNITED STATES FOREIGN CORRUPT PRACTICES ACT OF
1977, AS AMENDED.
SECTION 4.18.
SECURITY DOCUMENTS.
(A) THE PLEDGE
AGREEMENTS ARE EFFECTIVE TO CREATE IN FAVOR OF THE ADMINISTRATIVE AGENT, FOR THE
RATABLE BENEFIT OF THE LENDERS, A LEGAL, VALID AND ENFORCEABLE SECURITY INTEREST
IN THE PLEDGED COLLATERAL (AS DEFINED IN THE PLEDGE AGREEMENTS) AND, WHEN SUCH
COLLATERAL IS DELIVERED TO THE ADMINISTRATIVE AGENT, TOGETHER WITH STOCK POWERS
DULY EXECUTED IN BLANK, THE PLEDGE AGREEMENTS SHALL CONSTITUTE A FULLY PERFECTED
LIEN ON, AND SECURITY INTEREST IN, ALL RIGHT, TITLE AND INTEREST OF THE PLEDGOR
THEREUNDER IN SUCH COLLATERAL, IN EACH CASE PRIOR AND SUPERIOR IN RIGHT TO ANY
OTHER PERSON.
(b) (i)
The Security Agreement is effective to create in favor
of the Administrative Agent, for the ratable benefit of the Lenders, a legal,
valid and enforceable security interest in the Collateral (as defined in the
Security Agreement) and, (ii) when UCC financing statements in appropriate form
are filed in the offices specified on Schedule 2 to the Perfection Certificate,
the Security Agreement shall constitute a fully perfected Lien on, and security
interest in, all right, title and interest of the grantors thereunder in such
Collateral (other than the Copyrights, Trademarks and Patents), prior and
superior in right to any other Person, other than with respect to Liens
expressly permitted by Section 7.2.
54
(c)
When the UCC financing statements
referenced in clause (b)(ii) above are made and when the Patent Security
Agreement and Trademark Security Agreement filed in the United States Patent and
Trademark Office and the Copyright Security Agreement is filed in the United
States Copyright Office, the Security Agreement shall constitute a fully
perfected Lien on, and security interest in, all right, title and interest of
the Loan Parties in the Intellectual Property (as defined in