CONNECTION WITH THE LETTER OF CREDIT ACCOMMODATIONS; (D) COSTS AND EXPENSES OF
PRESERVING AND PROTECTING THE COLLATERAL; (E) COSTS AND EXPENSES PAID OR
INCURRED IN CONNECTION WITH OBTAINING PAYMENT OF THE OBLIGATIONS, ENFORCING THE
SECURITY INTERESTS AND LIENS OF ADMINISTRATIVE AGENT, SELLING OR OTHERWISE
REALIZING UPON THE COLLATERAL, AND OTHERWISE ENFORCING THE PROVISIONS OF THIS
AGREEMENT AND THE OTHER FINANCING AGREEMENTS OR DEFENDING ANY CLAIMS MADE OR
THREATENED AGAINST ADMINISTRATIVE AGENT OR ANY LENDER ARISING OUT OF THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY (INCLUDING PREPARATIONS FOR AND
CONSULTATIONS CONCERNING ANY SUCH MATTERS); (F) ALL FEES AND CHARGES, TOGETHER
WITH OUT-OF-POCKET EXPENSES AND COSTS, HERETOFORE AND FROM TIME TO TIME
HEREAFTER INCURRED BY ADMINISTRATIVE AGENT DURING THE COURSE OF PERIODIC FIELD
EXAMINATIONS OF THE COLLATERAL AND SUCH BORROWER'S OR GUARANTOR'S OPERATIONS;
AND (G) THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL (INCLUDING LEGAL
ASSISTANTS) TO ADMINISTRATIVE AGENT IN CONNECTION WITH ANY OF THE FOREGOING.
159
9.23
FOREIGN ASSETS CONTROL REGULATIONS, ETC.
NONE OF THE REQUESTING
OR BORROWING OF THE LOANS OR THE REQUESTING OR ISSUANCE, EXTENSION OR RENEWAL OF
ANY LETTER OF CREDIT ACCOMMODATIONS OR THE USE OF THE PROCEEDS OF ANY THEREOF
WILL VIOLATE THE TRADING WITH THE ENEMY ACT (50 U.S.C. §1 ET SEQ., AS AMENDED)
(THE "TRADING WITH THE ENEMY ACT") OR ANY OF THE FOREIGN ASSETS CONTROL
REGULATIONS OF THE UNITED STATES TREASURY DEPARTMENT (31 C.F.R., SUBTITLE B,
CHAPTER V, AS AMENDED) (THE "FOREIGN ASSETS CONTROL REGULATIONS") OR ANY
ENABLING LEGISLATION OR EXECUTIVE ORDER RELATING THERETO (INCLUDING, BUT NOT
LIMITED TO (A) EXECUTIVE ORDER 13224 OF SEPTEMBER 21, 2001 BLOCKING PROPERTY AND
PROHIBITING TRANSACTIONS WITH PERSONS WHO COMMIT, THREATEN TO COMMIT, OR SUPPORT
TERRORISM (66 FED. REG. 49079 (2001)) (THE "EXECUTIVE ORDER") AND (B) THE
PATRIOT ACT.
NEITHER ANY BORROWER NOR ANY OF ITS SUBSIDIARIES OR OTHER
AFFILIATES IS OR WILL BECOME A SANCTIONED ENTITY OR SANCTIONED PERSON AS
DESCRIBED IN THE EXECUTIVE ORDER, THE TRADING WITH THE ENEMY ACT OR THE FOREIGN
ASSETS CONTROL REGULATIONS OR ENGAGES OR WILL ENGAGE IN ANY DEALINGS OR
TRANSACTIONS, OR BE OTHERWISE ASSOCIATED, WITH ANY SUCH SANCTIONED ENTITY OR
SANCTIONED PERSON.
NO PART OF THE PROCEEDS OF THE LOANS MADE HEREUNDER WILL BE
USED BY ANY BORROWER OR GUARANTOR OR ANY OF THEIR AFFILIATES, 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.
9.24
FORMATION OF SUBSIDIARIES.
AT THE TIME THAT ANY BORROWER OR
GUARANTOR FORMS ANY DIRECT OR INDIRECT SUBSIDIARY OR ACQUIRES ANY DIRECT OR
INDIRECT SUBSIDIARY AFTER THE EFFECTIVE DATE (OTHER THAN FRESH CITY MARKET, LLC,
UNLESS ANY BORROWER OR GUARANTOR, DIRECTLY OR INDIRECTLY, OWNS SIXTY-SIX (66%)
PERCENT OR MORE OF ITS CAPITAL STOCK), LEAD BORROWER SHALL (A) WITHIN FIFTEEN
(15) DAYS OF SUCH FORMATION OR ACQUISITION (OR SUCH