No Non-U. S. Equity Holder and no other person with a direct or indirect interest in Borrower equal to or greater than 25%, is on any Prohibited Parties List.
No Non-U. S. Notes Party shall be required to perfect a lien over a bank account (except as, and solely to the extent, expressly required by Section 4.20 of the Indenture).
No Non-U. S. Subsidiary of the Parent (i) has recognized or is expected to recognize any material amount of “subpart F income” as defined in Section 952 of the Code, or (ii) has recognized or is expected to recognize any material amount of income under Section 951A of the Code. No non-U.S. Subsidiary of the Company has recognized or is expected to recognize any material amount of income from the ownership or sale of any “United States real property interest” within the meaning of Section 897 of the Code.
No Non-U. S. Business Employee who works in Germany participates in any pension scheme or plan that provides employer’s pension benefits other than the German statutory pension scheme within the German statutory social security insurance.
No Non-U. S. Notes Party shall be required to perfect a lien over a bank account.
No Non-U. S. subsidiary of the Company (A) is or was a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or is treated as a U.S. corporation under Section 7874(b) of the Code or was created or organized in the United States such that such entity would be taxable in the United States as a domestic entity pursuant to Treasury Regulations Section 301.7701-5(a), (B) has ever been a “passive foreign investment company” within the meaning of Section 1297 of the Code or (C) has ever been engaged in the conduct of a trade or business within the United States within the meaning of Section 864(b) or Section 882(a) of the Code, or considered to be so engaged under Section 882(d) or Section 879 of the Code or otherwise. Neither the Company nor any of its subsidiaries is a party to a gain recognition agreement under Section 367 of the Code. Neither the Company nor any of its subsidiaries has transferred any intangible property the transfer of which was subject to the rules of Section 367(d) of the Code.
No Non-U. S. Subsidiary is subject to Tax in the United States (or any political subdivisions) by virtue of having a permanent establishment, fixed place of business or otherwise in the United States. All payments by, to or among the Acquired Companies materially comply with applicable transfer pricing requirements imposed by any Governmental Authority.
No Non-U. S. Subsidiary has any “investments in United States property” as defined in Section 956 of the Code.
No Non-U. S. Notes Party shall be required to perfect a lien over a bank account (except as, and solely to the extent, expressly required by the agreements governing other First Priority Obligations).”
