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.
61
5.25.
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.
5.26.
FEDERAL SECURITIES LAWS.
NEITHER ANY BORROWER (OTHER THAN CROCS)
NOR ANY OF ITS 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.
5.27.
EQUITY INTERESTS. THE AUTHORIZED AND OUTSTANDING EQUITY INTERESTS
OF EACH BORROWER IS AS SHOWN ON SCHEDULE 5.27 HERETO.
ALL OF THE EQUITY
INTERESTS OF EACH BORROWER (OTHER THAN CROCS) 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 SHOWN ON SCHEDULE 5.27, THERE ARE NO SUBSCRIPTIONS,
WARRANTS, OPTIONS, CALLS, COMMITMENTS, RIGHTS OR AGREEMENT BY WHICH ANY BORROWER
OR ANY OF ITS SUBSIDIARIES IS BOUND RELATING TO THE ISSUANCE, TRANSFER, VOTING
OR REDEMPTION OF SHARES OF ITS EQUITY INTERESTS OR ANY PRE-EMPTIVE RIGHTS HELD
BY ANY PERSON WITH RESPECT TO THE EQUITY INTERESTS OF BORROWERS.
EXCEPT AS
SHOWN ON SCHEDULE 5.27, BORROWERS HAVE NOT ISSUED ANY SECURITIES CONVERTIBLE
INTO OR EXCHANGEABLE FOR SHARES OF ITS EQUITY INTERESTS OR ANY OPTIONS, WARRANTS
OR OTHER RIGHTS TO ACQUIRE SUCH SHARES OR SECURITIES CONVERTIBLE INTO OR
EXCHANGEABLE FOR SUCH SHARES.
VI.
AFFIRMATIVE COVENANTS.
Each Borrower shall, until payment