SUBSIDIARIES IS AN "INVESTMENT COMPANY" AS THAT TERM IS DEFINED IN AND IS
NOT OTHERWISE SUBJECT TO REGULATION UNDER, THE INVESTMENT COMPANY ACT OF 1940,
AS AMENDED.
5.16.
CERTAIN AGREEMENTS AND MATERIAL CONTRACTS.
EACH OF
BORROWER AND ITS SUBSIDIARIES HAS PERFORMED ALL OF ITS MATERIAL OBLIGATIONS
UNDER ALL LOAN AGREEMENTS, INDENTURES, GUARANTEES, CAPITAL LEASES AND MATERIAL
CONTRACTS AND, TO THE BEST KNOWLEDGE OF BORROWER, EACH OTHER PARTY THERETO IS IN
COMPLIANCE WITH EACH SUCH AGREEMENT OR MATERIAL CONTRACT.
EACH SUCH AGREEMENT
OR MATERIAL CONTRACT IS IN FULL FORCE AND EFFECT IN ACCORDANCE WITH THE TERMS
THEREOF.
35
5.17.
TITLE TO PROPERTIES.
BORROWER AND EACH OF ITS
SUBSIDIARIES HAS SUCH TITLE OR LEASEHOLD INTEREST IN AND TO THE REAL PROPERTY OR
INTERESTS THEREIN, INCLUDING MATERIAL EASEMENTS, LICENSES AND SIMILAR RIGHTS IN
REAL ESTATE, OWNED OR LEASED BY IT AS IS NECESSARY OR DESIRABLE TO THE CONDUCT
OF ITS BUSINESS AND VALID AND LEGAL TITLE OR LEASEHOLD INTEREST IN AND TO ALL OF
ITS PERSONAL PROPERTY, INCLUDING THOSE REFLECTED ON THE BALANCE SHEETS OF
BORROWER DELIVERED PURSUANT TO SUBSECTION 5.8, EXCEPT THOSE WHICH HAVE BEEN
DISPOSED OF BY BORROWER SUBSEQUENT TO SUCH DATE WHICH DISPOSITIONS HAVE BEEN IN
THE ORDINARY COURSE OF BUSINESS OR AS OTHERWISE EXPRESSLY PERMITTED HEREUNDER.
5.18.
TRANSACTIONS WITH AFFILIATES.
NO AFFILIATE OF
BORROWER IS A PARTY TO ANY AGREEMENT, CONTRACT, COMMITMENT OR TRANSACTION WITH
BORROWER OR HAS ANY MATERIAL INTEREST IN ANY MATERIAL PROPERTY USED BY BORROWER,
EXCEPT AS PERMITTED BY SUBSECTION 3.7.
5.19.
OFAC.
NONE OF BORROWER OR ITS SUBSIDIARIES (I) IS
A PERSON WHOSE PROPERTY OR INTEREST IN PROPERTY IS BLOCKED OR SUBJECT TO
BLOCKING PURSUANT TO SECTION 1 OF EXECUTIVE ORDER 13224 OF SEPTEMBER 23, 2001
BLOCKING PROPERTY AND PROHIBITING TRANSACTIONS WITH PERSONS WHO COMMIT, THREATEN
TO COMMIT, OR SUPPORT TERRORISM (66 FED. REG. 49079 (2001)), (II) ENGAGES IN ANY
DEALINGS OR TRANSACTIONS PROHIBITED BY SECTION 2 OF SUCH EXECUTIVE ORDER, OR IS
OTHERWISE ASSOCIATED WITH ANY SUCH PERSON IN ANY MANNER VIOLATIVE OF SECTION 2,
OR (III) IS A PERSON ON THE LIST OF SPECIALLY DESIGNATED NATIONALS AND BLOCKED
PERSONS OR SUBJECT TO THE LIMITATIONS OR PROHIBITIONS UNDER ANY OTHER U.S.
DEPARTMENT OF TREASURY'S OFFICE OF FOREIGN ASSETS CONTROL REGULATION OR
EXECUTIVE ORDER.
5.20.
PATRIOT ACT.
EACH OF BORROWER AND ITS SUBSIDIARIES
IS IN COMPLIANCE, IN ALL MATERIAL RESPECTS, WITH THE (I) 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
(II) 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