ANY
ANTI-TERRORISM LAW.
(B)
EXECUTIVE ORDER NO. 13224.
NEITHER ANY BORROWER NOR ANY AFFILIATE
OF ANY BORROWER OR THEIR RESPECTIVE AGENTS ACTING OR BENEFITING IN ANY CAPACITY
IN CONNECTION WITH THE ADVANCES OR OTHER TRANSACTIONS HEREUNDER, IS ANY OF THE
FOLLOWING (EACH A "BLOCKED PERSON"):
(I)
A PERSON THAT IS LISTED IN THE ANNEX TO, OR IS OTHERWISE SUBJECT
TO THE PROVISIONS OF, THE EXECUTIVE ORDER NO. 13224;
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(II)
A PERSON OWNED OR CONTROLLED BY, OR ACTING
FOR OR ON BEHALF OF,
ANY PERSON THAT IS LISTED IN THE ANNEX TO, OR IS OTHERWISE
SUBJECT TO THE PROVISIONS OF, THE EXECUTIVE ORDER NO. 13224;
(III)
A PERSON OR ENTITY WITH WHICH ANY LENDER IS
PROHIBITED FROM DEALING OR OTHERWISE ENGAGING IN ANY TRANSACTION BY ANY
ANTI-TERRORISM LAW;
(IV)
A PERSON OR ENTITY THAT COMMITS, THREATENS OR
CONSPIRES TO COMMIT OR SUPPORTS "TERRORISM" AS DEFINED IN THE EXECUTIVE ORDER
NO. 13224;
(V)
A PERSON OR ENTITY THAT IS NAMED AS A
"SPECIALLY DESIGNATED NATIONAL" ON THE MOST CURRENT LIST PUBLISHED BY THE U.S.
TREASURY DEPARTMENT OFFICE OF FOREIGN ASSET CONTROL AT ITS OFFICIAL WEBSITE OR
ANY REPLACEMENT WEBSITE OR OTHER REPLACEMENT OFFICIAL PUBLICATION OF SUCH LIST,
OR
(VI)
A PERSON OR ENTITY WHO IS AFFILIATED OR
ASSOCIATED WITH A PERSON OR ENTITY LISTED ABOVE.
Neither any Borrower nor to the knowledge of any Borrower, any of its agents
acting in any capacity in connection with the Advances or other transactions
hereunder (i) conducts any business or engages in making or receiving any
contribution of funds, goods or services to or for the benefit of any Blocked
Person, or (ii) deals in, or otherwise engages in any transaction relating to,
any property or interests in property blocked pursuant to the Executive Order
No. 13224.
5.24.
TRADING WITH THE ENEMY.
NO BORROWER HAS ENGAGED,
NOR DOES IT INTEND TO ENGAGE, IN ANY BUSINESS OR ACTIVITY PROHIBITED BY THE
TRADING WITH THE ENEMY ACT.
5.25.
FEDERAL SECURITIES LAWS.
OTHER THAN HOLDINGS, NO
BORROWER OR ANY OF ANY BORROWER'S SUBSIDIARIES (I) IS REQUIRED TO FILE PERIODIC
REPORTS UNDER THE EXCHANGE ACT, (II) HAS ANY SECURITIES REGISTERED UNDER THE
EXCHANGE ACT OR (III) HAS FILED A REGISTRATION STATEMENT THAT HAS NOT YET BECOME
EFFECTIVE UNDER THE SECURITIES ACT.
5.26.
EQUITY INTERESTS. THE AUTHORIZED AND OUTSTANDING
EQUITY INTERESTS OF EACH BORROWER IS AS SET FORTH ON SCHEDULE 5.27 HERETO.
ALL
OF THE EQUITY INTERESTS OF EACH BORROWER HAS BEEN DULY AND VALIDLY AUTHORIZED
AND ISSUED AND IS FULLY PAID AND NON-ASSESSABLE AND HAS BEEN SOLD AND DELIVERED
TO THE HOLDERS HEREOF IN COMPLIANCE WITH, OR UNDER VALID EXEMPTION FROM, ALL
FEDERAL AND STATE LAWS AND THE RULES AND REGULATIONS OF EACH GOVERNMENTAL BODY
GOVERNING THE SALE AND DELIVERY OF SECURITIES.
EXCEPT FOR THE RIGHTS AND
OBLIGATIONS SET FORTH ON SCHEDULE 5.27, THERE ARE NO SUBSCRIPTIONS, WARRANTS,
OPTIONS, CALLS, COMMITMENTS, RIGHTS OR AGREEMENT BY WHICH ANY BORROWER OR ANY OF
THE SHAREHOLDERS OF ANY BORROWER IS BOUND RELATING TO THE ISSUANCE, TRANSFER,
VOTING OR REDEMPTION OF