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 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.
40
ARTICLE 6
COVENANTS
During the term of