BUSINESSES OR THE OWNERSHIP OF THEIR RESPECTIVE PROPERTY EXCEPT FOR
ANY FAILURE TO COMPLY WITH ANY OF THE FOREGOING WHICH COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.14
OWNERSHIP OF PROPERTIES.
EXCEPT AS SET FORTH ON
SCHEDULE 5.14, AS OF THE CLOSING DATE, THE BORROWER AND ITS SUBSIDIARIES WILL
HAVE GOOD TITLE, FREE OF ALL LIENS OTHER THAN THOSE PERMITTED BY SECTION 6.11,
TO ALL OF THE PROPERTY AND ASSETS REFLECTED IN THE BORROWER'S MOST RECENT
CONSOLIDATED FINANCIAL STATEMENTS PROVIDED TO THE ADMINISTRATIVE AGENT AS OWNED
BY THE BORROWER AND ITS SUBSIDIARIES.
5.15
PLAN ASSETS; PROHIBITED TRANSACTIONS.
THE BORROWER IS
NOT AN ENTITY DEEMED TO HOLD "PLAN ASSETS" WITHIN THE MEANING OF 29 C.F.R. §
2510.3-101 OF AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA)
WHICH IS SUBJECT TO TITLE I OF ERISA OR ANY PLAN (WITHIN THE MEANING OF SECTION
4975 OF THE CODE), AND NEITHER THE EXECUTION OF THIS AGREEMENT NOR THE MAKING OF
CREDIT EXTENSIONS HEREUNDER GIVES RISE TO A PROHIBITED TRANSACTION WITHIN THE
MEANING OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE.
5.16
ENVIRONMENTAL MATTERS.
IN THE ORDINARY COURSE OF ITS
BUSINESS, THE BORROWER CONSIDERS THE EFFECT OF ENVIRONMENTAL LAWS ON THE
BUSINESS OF THE BORROWER AND ITS SUBSIDIARIES, IN THE COURSE OF WHICH IT
IDENTIFIES AND EVALUATES POTENTIAL RISKS AND LIABILITIES ACCRUING TO THE
BORROWER DUE TO ENVIRONMENTAL LAWS.
ON THE BASIS OF THIS CONSIDERATION, THE
BORROWER HAS CONCLUDED THAT THE POTENTIAL RISKS AND LIABILITIES ACCRUING TO THE
BORROWER DUE TO ENVIRONMENTAL LAWS COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
NEITHER THE BORROWER NOR ANY SUBSIDIARY HAS RECEIVED
ANY NOTICE TO THE EFFECT THAT ITS OPERATIONS ARE NOT IN MATERIAL COMPLIANCE WITH
ANY OF THE REQUIREMENTS OF APPLICABLE ENVIRONMENTAL LAWS OR ARE THE SUBJECT OF
ANY FEDERAL OR STATE INVESTIGATION EVALUATING WHETHER ANY REMEDIAL ACTION IS
NEEDED TO RESPOND TO A RELEASE OF ANY TOXIC OR HAZARDOUS WASTE OR SUBSTANCE INTO
THE ENVIRONMENT, WHICH NONCOMPLIANCE OR REMEDIAL ACTION COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.17
INVESTMENT COMPANY ACT.
THE BORROWER IS NOT AN
"INVESTMENT COMPANY" OR A COMPANY "CONTROLLED" BY AN "INVESTMENT COMPANY",
WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940.
5.18
OFAC; PATRIOT ACT.
(A)
NEITHER THE BORROWER OR ANY OF ITS SUBSIDIARIES IS A
SANCTIONED PERSON OR DOES BUSINESS IN A SANCTIONED COUNTRY OR WITH A SANCTIONED
PERSON IN VIOLATION OF THE ECONOMIC SANCTIONS OF THE UNITED STATES ADMINISTERED
BY OFAC.
(B)
EACH OF THE BORROWER AND ITS SUBSIDIARIES IS IN COMPLIANCE IN
ALL MATERIAL RESPECTS WITH THE PATRIOT ACT.
NO PART OF THE PROCEEDS OF THE
LOANS HEREUNDER WILL BE USED, DIRECTLY OR
40
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