FROM ANY BORROWER OR ANY OF THEIR
SUBSIDIARIES PURSUANT TO THE PROVISIONS OF ANY COLLECTIVE BARGAINING AGREEMENT
HAVE BEEN PAID OR ACCRUED AS A LIABILITY ON THE BOOKS OF SUCH BORROWER OR ANY
SUCH SUBSIDIARY, EXCEPT WHERE THE FAILURE TO DO SO WOULD 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 IN, THE JURISDICTION OF INCORPORATION OR ORGANIZATION OF, AND
THE TYPE OF, EACH SUBSIDIARY OF EACH BORROWER AND IDENTIFIES EACH SUBSIDIARY
THAT IS A SUBSIDIARY LOAN PARTY, A NON-U.S. SUBSIDIARY AND/OR A MATERIAL
SUBSIDIARY OF A 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 AND THE MAKING OF THE LOANS UNDER THIS AGREEMENT,
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 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.
55
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