BE CONDUCTED.
BORROWER
DOES NOT INTEND TO, AND DOES NOT BELIEVE THAT IT WILL, INCUR DEBTS AND
LIABILITIES (INCLUDING, WITHOUT LIMITATION, CONTINGENT LIABILITIES AND OTHER
COMMITMENTS) BEYOND ITS ABILITY TO PAY SUCH DEBTS AS THEY MATURE (TAKING INTO
ACCOUNT THE TIMING AND AMOUNTS TO BE PAYABLE ON OR IN RESPECT OF OBLIGATIONS OF
BORROWER).
SECTION 3.28
EMBARGOED PERSON.
AS OF THE DATE HEREOF AND AT ALL TIMES
THROUGHOUT THE TERM OF THE LOAN, INCLUDING AFTER GIVING EFFECT TO ANY TRANSFERS
OF INTERESTS PERMITTED PURSUANT TO THE LOAN DOCUMENTS, (A) NONE OF THE FUNDS OR
OTHER ASSETS OF BORROWER OR GUARANTOR CONSTITUTE PROPERTY OF, OR ARE
BENEFICIALLY OWNED, DIRECTLY OR INDIRECTLY, BY ANY PERSON, ENTITY OR COUNTRY
WHICH IS A SANCTIONED PERSON, ENTITY OR COUNTRY UNDER U.S. LAW, INCLUDING BUT
NOT LIMITED TO, THE INTERNATIONAL EMERGENCY ECONOMIC POWERS ACT, 50 U.S.C. §§
1701 ET SEQ., THE TRADING WITH THE ENEMY ACT, 50 U.S.C. APP. 1 ET SEQ., AND ANY
EXECUTIVE ORDERS OR REGULATIONS PROMULGATED THEREUNDER (INCLUDING REGULATIONS
ADMINISTERED BY THE OFFICE OF FOREIGN
47
Assets Control ("OFAC") of the U.S. Department of the Treasury and the Specially
Designated Nationals List maintained by OFAC) with the result that the Loan made
by Lender is in violation of Applicable Law ("Embargoed Person"); (b) unless
expressly waived in writing by Administrative Agent, no Embargoed Person has any
interest of any nature whatsoever in Borrower or Guarantor, as applicable, with
the result that the Loan is in violation of Applicable Law; and (c) to the
knowledge of Borrower, none of the funds of Borrower or Guarantor, as
applicable, have been derived from any unlawful activity with the result that
the Loan is in violation of Applicable Law.
Borrower covenants and agrees that
in the event Borrower receives any notice that Borrower or Guarantor (or any of
their respective beneficial owners, affiliates or participants) or any Person
that has an interest in the Property is designated as an Embargoed Person,
Borrower shall immediately notify Lender in writing.
At Administrative Agent's
option, it shall be an Event of Default hereunder if Borrower or Guarantor or
any other Loan Party is designated as an Embargoed Person with the result that
maintaining the Loan will violate Applicable Law.
SECTION 3.29
PATRIOT ACT.
(A)
ALL CAPITALIZED WORDS AND PHRASES AND ALL
DEFINED TERMS USED IN THE USA PATRIOT ACT OF 2001, 107 PUBLIC LAW 56 (OCTOBER
26, 2001) AND IN OTHER STATUTES AND ALL ORDERS, RULES AND REGULATIONS OF THE
UNITED STATES GOVERNMENT AND ITS VARIOUS EXECUTIVE DEPARTMENTS, AGENCIES AND
OFFICES RELATED TO THE SUBJECT MATTER OF THE PATRIOT ACT (COLLECTIVELY REFERRED
TO IN THIS SECTION ONLY AS THE "PATRIOT ACT") ARE INCORPORATED INTO THIS
SECTION.
BORROWER HEREBY REPRESENTS AND WARRANTS THAT (A) BORROWER AND
GUARANTOR AND EACH AFFILIATE OF BORROWER AND/OR GUARANTOR AND (B) TO BORROWER'S
KNOWLEDGE, EACH OTHER PERSON
THAT TO BORROWER'S KNOWLEDGE HAS AN ECONOMIC
INTEREST IN BORROWER, OR, TO BORROWER'S KNOWLEDGE, HAS OR WILL HAVE AN INTEREST
IN THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR