EXCHANGE CONTROL REGULATIONS OF THE JURISDICTION IN WHICH SUCH FOREIGN OBLIGOR
IS ORGANIZED AND EXISTING, NOT SUBJECT TO ANY NOTIFICATION OR AUTHORIZATION
EXCEPT (I) SUCH AS HAVE BEEN MADE OR OBTAINED OR (II) SUCH AS CANNOT BE MADE OR
OBTAINED UNTIL A LATER DATE (PROVIDED THAT ANY NOTIFICATION OR AUTHORIZATION
DESCRIBED IN CLAUSE (II) SHALL BE MADE OR OBTAINED AS SOON AS IS REASONABLY
PRACTICABLE).
5.21
DUTCH COMPANIES.
(A)
EITHER (I) NONE OF THE ACTIVITIES OF THE INITIAL DESIGNATED
BORROWER NOT RELATED TO THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS HAS BROUGHT
OR WILL BRING IT WITHIN THE DEFINITION OF A "CREDIT INSTITUTION"
(KREDIENTINSTELLING) AS DEFINED IN SECTION 1 OF THE ACT ON THE SUPERVISION OF
THE CREDIT SYSTEM 1992 (WET TOEZICHT KREDIETWEZEN 1992) (THE "ASCI") OR (II) THE
INITIAL DESIGNATED BORROWER HAS THE BENEFIT OF EITHER (X) AN APPROPRIATE
INDIVIDUAL DISPENSATION GIVEN BY THE DUTCH CENTRAL BANK (DE NEDERLANDSCHE BANK
N.V.) ON THE BASIS OF SECTION 6 SUB-PARAGRAPH 3 OF THE ASCI OR (Y) AN EXEMPTION
ON THE BASIS OF SECTION 6 SUB-PARAGRAPH 2 OF THE ASCI AND, IN
65
EITHER CASE, THE COMPANY AT ALL TIMES HAS COMPLIED WITH ALL REQUIREMENTS
APPLICABLE TO IT UNDER THE ASCI AND THE REGULATIONS BASED ON THE ASCI.
(B)
ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENT AND
PERFORMING ITS OBLIGATIONS HEREUNDER AND THEREUNDER DOES NOT AND WILL NOT BRING
THE INITIAL DESIGNATED BORROWER WITHIN THE DEFINITION OF A "CREDIT INSTITUTION"
(KREDIETINSTELLING) AS DEFINED IN SECTION 1 OF THE ASCI BECAUSE THE INITIAL
DESIGNATED BORROWER IS AND HAS ALWAYS BEEN THE HOLDING COMPANY OF A GROUP OF
EUROPEAN INDUSTRIAL SUBSIDIARIES AND HAS ALWAYS BEEN ACTIVELY INVOLVED AND
CONCERNED WITH THE MANAGEMENT AND THE BUSINESS OF ITS SUBSIDIARIES. THE INITIAL
DESIGNATED BORROWER DOES NOT PASSIVELY INVEST IN ANY OF ITS SUBSIDIARIES, NOR
HAS IT DONE SO IN THE PAST. THE LOANS AND EACH PREVIOUS LOAN PROVIDED TO THE
INITIAL DESIGNATED BORROWER SERVE AND HAVE ALWAYS SERVED SOLELY AND WILL ONLY BE
USED SOLELY TO SUPPORT THE ACTIVITIES AND/OR BUSINESS OF ITS SUBSIDIARIES. IN
THE EVENT THE INITIAL DESIGNATED BORROWER WOULD CHANGE ANY OF THE ABOVE
CHARACTERISTICS OF ITS BUSINESS, IT WILL ALWAYS COMPLY WITH ALL APPLICABLE
REGULATORY REQUIREMENTS (IF ANY).
(C)
NO WORKS COUNCIL (ONDERNEMINGSRAAD) HAS BEEN ESTABLISHED OR IS IN
THE PROCESS OF BEING ESTABLISHED WITH RESPECT TO THE BUSINESS OF THE INITIAL
DESIGNATED BORROWER.
(D)
TO THE BEST OF THE COMPANY'S AND ITS SUBSIDIARIES' KNOWLEDGE, NONE
OF THE ASSETS OWNED BY THE INITIAL DESIGNATED BORROWER HAVE A PUBLIC UTILITY
FUNCTION, SUCH THAT SEIZURE OF THESE ASSETS IS PROHIBITED BY VIRTUE OF SECTIONS
436 AND 703 OF THE DUTCH CODE OF CIVIL PROCEDURE.
5.22
OFAC.
NONE OF THE LOAN PARTIES, ANY SUBSIDIARY OF ANY LOAN PARTY OR
ANY AFFILIATE OF ANY LOAN PARTY (A) IS A PERSON NAMED ON THE LIST OF SPECIALLY
DESIGNATED NATIONALS OR BLOCKED PERSONS MAINTAINED BY OFAC AVAILABLE AT
INDEX.HTML, OR AS OTHERWISE
PUBLISHED FROM TIME TO TIME; (B) IS (I) AN AGENCY OF