BEEN PAID OR ACCRUED AS A 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 SUBSIDIARY, IN EACH CASE AS OF THE
CLOSING DATE.
SECTION 4.15.
INSOLVENCY.
AFTER GIVING EFFECT TO THE EXECUTION AND
DELIVERY OF THE LOAN DOCUMENTS, THE MAKING OF THE LOANS UNDER THIS AGREEMENT,
NEITHER THE BORROWER NOR ITS SUBSIDIARIES WILL BE "INSOLVENT," WITHIN THE
MEANING OF SUCH TERM AS DEFINED IN § 101 OF TITLE 11 OF THE UNITED STATES CODE,
AS AMENDED FROM TIME TO TIME, OR BE UNABLE TO PAY ITS DEBTS GENERALLY AS SUCH
DEBTS BECOME DUE, OR HAVE AN UNREASONABLY SMALL CAPITAL TO ENGAGE IN ANY
BUSINESS OR TRANSACTION, WHETHER CURRENT OR CONTEMPLATED.
SECTION 4.16.
OFAC.
THE BORROWER (I) IS NOT 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) DOES NOT KNOWINGLY ENGAGE IN ANY DEALINGS OR
TRANSACTIONS PROHIBITED BY SECTION 2 OF SUCH EXECUTIVE ORDER, OR IS NOT
OTHERWISE KNOWINGLY ASSOCIATED WITH ANY SUCH PERSON IN ANY MANNER VIOLATIVE OF
SECTION 2, OR (III) IS
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NOT 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.
THE BORROWER 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.
ARTICLE V
AFFIRMATIVE COVENANTS
Until the Termination Date, the Borrower covenants and agrees that:
SECTION 5.1.
FINANCIAL STATEMENTS AND OTHER INFORMATION.
THE BORROWER
WILL DELIVER TO THE ADMINISTRATIVE AGENT AND EACH LENDER:
(A)
AS SOON AS AVAILABLE AND IN ANY EVENT WITHIN 105 DAYS AFTER THE END
OF EACH FISCAL YEAR OF BORROWER, A COPY OF THE ANNUAL AUDITED FINANCIAL
STATEMENTS FOR SUCH FISCAL