A MATERIAL ADVERSE EFFECT.
5.20
LABOR MATTERS.
THERE ARE NO COLLECTIVE BARGAINING AGREEMENTS OR
MULTIEMPLOYER PLANS COVERING THE EMPLOYEES OF THE BORROWERS OR ANY OF THEIR
SUBSIDIARIES AS OF THE CLOSING DATE AND NEITHER THE BORROWERS NOR ANY OF THEIR
SUBSIDIARIES HAS SUFFERED ANY STRIKES, WALKOUTS, WORK STOPPAGES OR OTHER
MATERIAL LABOR DIFFICULTY WITHIN THE LAST FIVE YEARS.
5.21
SECURITY DOCUMENTS.
THE PROVISIONS OF THE SECURITY DOCUMENTS ARE
EFFECTIVE TO CREATE IN FAVOR OF THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE
SECURED PARTIES A LEGAL, VALID AND ENFORCEABLE FIRST PRIORITY ENCUMBRANCE
(SUBJECT TO PERMITTED ENCUMBRANCES) ON ALL RIGHT, TITLE AND INTEREST OF THE
RESPECTIVE LOAN PARTIES IN THE COLLATERAL DESCRIBED THEREIN.
EXCEPT FOR FILINGS
COMPLETED PRIOR TO THE CLOSING DATE AS CONTEMPLATED HEREBY AND BY THE SECURITY
DOCUMENTS OR ADDRESSED IN SECTION 4.1(M), NO FILING WILL BE NECESSARY TO PERFECT
OR PROTECT SUCH ENCUMBRANCES.
5.22
INTENTIONALLY DELETED.
5.23
COMPLIANCE WITH OFAC RULES AND REGULATIONS.
NEITHER THE BORROWERS,
NOR ANY SUBSIDIARY NOR ANY AFFILIATE OF THE BORROWERS (I) IS A SANCTIONED
PERSON, (II) HAS ANY ASSETS IN SANCTIONED COUNTRIES, OR (III) DERIVES ANY OF ITS
OPERATING INCOME FROM INVESTMENTS IN, OR TRANSACTIONS WITH SANCTIONED PERSONS OR
SANCTIONED COUNTRIES.
NO PART OF THE PROCEEDS OF ANY LOAN HEREUNDER WILL BE
USED DIRECTLY OR INDIRECTLY TO FUND ANY OPERATIONS IN, FINANCE ANY INVESTMENTS
OR ACTIVITIES IN OR MAKE ANY PAYMENTS TO, A SANCTIONED PERSON OR A SANCTIONED
COUNTRY.
5.24
FOREIGN ASSETS CONTROL REGULATIONS, ETC.
NEITHER THE BORROWERS NOR
ANY OF THEIR SUBSIDIARIES IS AN "ENEMY" OR AN "ALLY OF THE ENEMY" WITHIN THE
MEANING OF SECTION 2 OF THE TRADING WITH THE ENEMY ACT OF THE UNITED STATES OF
AMERICA (50 U.S.C. APP. §§ 1 ET SEQ.), AS AMENDED.
NEITHER THE BORROWERS NOR
ANY OF THEIR SUBSIDIARIES IS IN VIOLATION OF (A) THE TRADING WITH THE ENEMY ACT,
AS AMENDED, (B) ANY OF THE FOREIGN ASSETS CONTROL REGULATIONS OF THE UNITED
STATES TREASURY DEPARTMENT (31 CFR, SUBTITLE B, CHAPTER V, AS AMENDED) OR ANY
ENABLING LEGISLATION OR EXECUTIVE ORDER RELATING THERETO OR (C) THE PATRIOT
ACT.
NEITHER THE BORROWERS NOR ANY OF THEIR SUBSIDIARIES (I) IS A BLOCKED
PERSON DESCRIBED IN SECTION 1 OF THE ANTI-TERRORISM ORDER OR (II) TO THE BEST OF
THE BORROWERS' KNOWLEDGE, ENGAGES IN ANY DEALINGS OR TRANSACTIONS, OR IS
OTHERWISE ASSOCIATED, WITH ANY SUCH BLOCKED PERSON.
5.25
PARENT PUBLIC FILINGS.
AS OF THE RESPECTIVE DATES THEREOF, THE
PARENT SEC DOCUMENTS WERE PREPARED IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH
THE EXCHANGE ACT AND DID NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR
OMIT TO STATE ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO
MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING.
PARENT HAS TIMELY FILED ALL FORMS, REPORTS AND DOCUMENTS
WITH THE SEC REQUIRED TO BE FILED BY IT PURSUANT TO THE SECURITIES ACT AND THE
EXCHANGE ACT.
THE PARENT SEC DOCUMENTS COMPLIED AS TO FORM, AT THE TIME SUCH
FORM, DOCUMENT OR REPORT