ANY MEMBER OF THE CONSOLIDATED
GROUP, OR, TO THE KNOWLEDGE OF THE LOAN PARTIES, THREATENED AGAINST OR AFFECTING
ANY MEMBER OF THE CONSOLIDATED GROUP, AND NO SIGNIFICANT UNFAIR LABOR PRACTICE,
CHARGES OR GRIEVANCES ARE PENDING AGAINST ANY MEMBER OF THE CONSOLIDATED GROUP,
OR TO THE KNOWLEDGE OF THE LOAN PARTIES, THREATENED AGAINST ANY OF THEM BEFORE
ANY GOVERNMENTAL AUTHORITY.
ALL PAYMENTS DUE FROM ANY MEMBER OF THE
CONSOLIDATED GROUP PURSUANT TO THE PROVISIONS OF ANY COLLECTIVE BARGAINING
AGREEMENT HAVE BEEN PAID OR ACCRUED AS A LIABILITY ON THE BOOKS OF THE
APPLICABLE MEMBER OF THE CONSOLIDATED GROUP, 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 AND IDENTIFIES EACH SUBSIDIARY
THAT IS A SUBSIDIARY LOAN PARTY, IN EACH CASE AS OF THE CLOSING DATE.
THE
BORROWER IS A WHOLLY OWNED SUBSIDIARY OF THE PARENT GUARANTOR.
SECTION 4.15.
INSOLVENCY.
AFTER GIVING EFFECT TO THE EXECUTION AND
DELIVERY OF THE LOAN DOCUMENTS, THE MAKING OF THE LOANS UNDER THIS AGREEMENT, NO
MEMBER OF THE CONSOLIDATED GROUP 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.
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.
SECTION 4.17.
PATRIOT ACT.
EACH MEMBER OF THE CONSOLIDATED GROUP IS IN
COMPLIANCE, IN ALL MATERIAL RESPECTS, WITH THE (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