NOT UNREASONABLY SMALL IN RELATION TO ITS BUSINESS AS
PRESENTLY CONDUCTED OR AFTER GIVING EFFECT TO ANY CONTEMPLATED TRANSACTION; AND
(C) DOES NOT INTEND TO INCUR AND DOES NOT BELIEVE THAT IT WILL INCUR DEBTS AND
LIABILITIES BEYOND ITS ABILITY TO PAY SUCH DEBTS AND LIABILITIES AS THEY BECOME
DUE.
51
5.16
INVESTMENT COMPANY ACT.
NONE OF THE LOAN PARTIES
OR ANY OF THEIR RESPECTIVE SUBSIDIARIES IS AN "INVESTMENT COMPANY" AS THAT TERM
IS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
5.17
INTENTIONALLY OMITTED.
5.18
TITLE TO PROPERTIES.
THE LOAN PARTIES AND THEIR
RESPECTIVE SUBSIDIARIES HAVE SUCH TITLE OR LEASEHOLD INTEREST IN AND TO THE REAL
PROPERTY OR INTERESTS THEREIN, AND EASEMENTS, LICENSES AND SIMILAR RIGHTS IN
REAL ESTATE, OWNED OR LEASED BY THEM AS IS NECESSARY TO THE CONDUCT OF THEIR
BUSINESS AND VALID AND LEGAL TITLE OR LEASEHOLD INTEREST IN AND TO ALL OF THEIR
PERSONAL PROPERTY, INCLUDING THOSE REFLECTED ON THE BALANCE SHEETS OF THE LOAN
PARTIES DELIVERED AS DESCRIBED IN SUBSECTION 5.8, EXCEPT THOSE WHICH HAVE BEEN
DISPOSED OF BY THE LOAN PARTIES SUBSEQUENT TO SUCH DATE PURSUANT TO TRANSACTIONS
PERMITTED HEREUNDER.
5.19
SUBSIDIARIES.
SCHEDULE 5.19 SETS FORTH A
COMPLETE AND ACCURATE LIST OF ALL DIRECT OR INDIRECT SUBSIDIARIES OF THE LOAN
PARTIES AS OF THE AMENDMENT DATE, INCLUDING FOR EACH SUCH SUBSIDIARY WHETHER
SUCH SUBSIDIARY IS WHOLLY OWNED BY THE APPLICABLE LOAN PARTY, AND IF NOT, THE
PERCENTAGE OWNERSHIP OF SUCH LOAN PARTY OR ITS SUBSIDIARY IN SUCH SUBSIDIARY.
5.20
TRANSACTIONS WITH AFFILIATES.
NO AFFILIATE OF
ANY LOAN PARTY IS A PARTY TO ANY AGREEMENT, CONTRACT, COMMITMENT OR TRANSACTION
WITH SUCH LOAN PARTY OR HAS ANY MATERIAL INTEREST IN ANY MATERIAL PROPERTY USED
BY SUCH LOAN PARTY, EXCEPT AS PERMITTED BY SUBSECTIONS 3.8 AND 3.9.
5.21
PATRIOT ACT.
EACH OF THE LOAN PARTIES AND THEIR
RESPECTIVE SUBSIDIARIES IS IN COMPLIANCE, IN ALL MATERIAL RESPECTS, WITH THE
(A) 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 (B) 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 ANYONE
ELSE ACTING IN AN OFFICIAL CAPACITY, IN ORDER TO OBTAIN, RETAIN OR DIRECT
BUSINESS OR OBTAIN ANY IMPROPER ADVANTAGE, IN VIOLATION OF THE UNITED STATES
FOREIGN CORRUPT PRACTICES ACT OF 1977, AS AMENDED.
SECTION 6
EVENTS OF DEFAULT AND RIGHTS AND REMEDIES
6.1
EVENT OF DEFAULT.
"EVENT OF DEFAULT" SHALL
MEAN THE OCCURRENCE OR EXISTENCE OF ANY ONE OR MORE OF THE FOLLOWING:
(A)
PAYMENT.
(I) FAILURE TO REPAY ANY OUTSTANDING
PRINCIPAL AMOUNT OF THE LOANS AT THE TIME REQUIRED PURSUANT TO THIS AGREEMENT OR
TO REIMBURSE ANY