REASONABLE AND (B) SUCH FORECASTS, ESTIMATES, PRO FORMA
INFORMATION AND STATEMENTS, AND THE ASSUMPTIONS ON WHICH THEY WERE BASED, MAY OR
MAY NOT PROVE TO BE CORRECT.
4.20
LABOR MATTERS.
THERE ARE NO STRIKES PENDING OR, TO THE KNOWLEDGE
OF THE PARENT BORROWER, REASONABLY EXPECTED TO BE COMMENCED AGAINST THE PARENT
BORROWER OR ANY OF ITS RESTRICTED SUBSIDIARIES THAT, INDIVIDUALLY OR IN THE
AGGREGATE, WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
THE
HOURS WORKED AND PAYMENTS MADE TO EMPLOYEES OF THE PARENT BORROWER AND EACH OF
ITS RESTRICTED SUBSIDIARIES HAVE NOT BEEN IN VIOLATION OF ANY APPLICABLE LAWS,
RULES OR REGULATIONS, EXCEPT WHERE SUCH VIOLATIONS WOULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
4.21
INSURANCE.
SCHEDULE 4.21 SETS FORTH A COMPLETE AND CORRECT LISTING
OF ALL INSURANCE THAT IS (A) MAINTAINED BY THE PARENT BORROWER AND ITS
RESTRICTED SUBSIDIARIES THAT ARE LOAN PARTIES AND (B) MATERIAL TO THE BUSINESS
AND OPERATIONS OF THE PARENT BORROWER AND ITS RESTRICTED SUBSIDIARIES TAKEN AS A
WHOLE MAINTAINED BY RESTRICTED SUBSIDIARIES OTHER THAN LOAN PARTIES, IN EACH
CASE AS OF THE CLOSING DATE, WITH THE AMOUNTS INSURED (AND ANY DEDUCTIBLES) SET
FORTH THEREIN.
4.22
ANTI-TERRORISM.
AS OF THE CLOSING DATE, THE PARENT BORROWER AND
ITS RESTRICTED SUBSIDIARIES ARE IN COMPLIANCE WITH THE UNITING AND STRENGTHENING
AMERICA BY
100
PROVIDING APPROPRIATE TOOLS REQUIRED TO INTERCEPT AND OBSTRUCT TERRORISM ACT OF
2001, EXCEPT AS WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
SECTION 5.
CONDITIONS PRECEDENT.
5.1
CONDITIONS TO EFFECTIVENESS OF INITIAL EXTENSION OF CREDIT.
THIS
AGREEMENT, INCLUDING THE AGREEMENT OF EACH LENDER TO MAKE THE INITIAL EXTENSION
OF CREDIT REQUESTED TO BE MADE BY IT, SHALL BECOME EFFECTIVE ON THE DATE ON
WHICH THE FOLLOWING CONDITIONS PRECEDENT SHALL HAVE BEEN SATISFIED OR WAIVED;
PROVIDED, HOWEVER, THAT UPON THE SATISFACTION OR WAIVER OF THE CONDITIONS (OTHER
THAN THOSE SET FORTH IN CLAUSE (E)) SET FORTH IN THIS SUBSECTION 5.1 TO THE
EXTENT PROVIDED THEREBY, ALL OF THE OTHER CONDITIONS SET FORTH IN THIS
SUBSECTION 5.1, IF NOT SATISFIED OR WAIVED ON SUCH DATE, SHALL BE DEEMED TO HAVE
BEEN SATISFIED FOR ALL PURPOSES HEREUNDER AND ALL SUCH OTHER CONDITIONS, IF NOT
SATISFIED OR WAIVED ON SUCH DATE, SHALL AUTOMATICALLY BE CONVERTED INTO
COVENANTS TO ACCOMPLISH THE SATISFACTION OF THE APPLICABLE MATTERS DESCRIBED IN
SUCH CONDITIONS WITHIN THE TIME PERIOD REQUIRED BY SUBSECTION 6.11:
(a)
Loan Documents.
The Administrative Agent shall have received the
following Loan Documents, executed and delivered as required below, with, in the
case of clause (i), a copy for each Lender:
(i)
this Agreement, executed and delivered by a duly authorized
officer of the Parent Borrower;
(ii)
each of the Guarantee and Collateral Agreement and the Security
Agreement, executed and delivered by a duly authorized officer of each Loan
Party signatory thereto, and an Acknowledgement and Consent in the form attached
to the Guarantee and Collateral Agreement, executed and delivered by each Issuer
(as defined therein), if any, that is not a Loan