OF A "SUBSIDIARY COMPANY" OF A "HOLDING
COMPANY," WITHIN THE MEANING OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935,
AS AMENDED.
5.18
INSURANCE.
SCHEDULE 5.18 SETS FORTH, AS OF THE CLOSING DATE AND
AFTER GIVING EFFECT TO THE AIRCAST ACQUISITION, AN ACCURATE AND COMPLETE LIST
AND A BRIEF DESCRIPTION (INCLUDING THE INSURER, POLICY NUMBER, TYPE OF
INSURANCE, COVERAGE LIMITS, DEDUCTIBLES, EXPIRATION DATES AND ANY SPECIAL
CANCELLATION CONDITIONS) OF ALL POLICIES OF PROPERTY AND CASUALTY, LIABILITY
(INCLUDING, BUT NOT LIMITED TO, PRODUCT LIABILITY), BUSINESS INTERRUPTION,
WORKERS' COMPENSATION, AND OTHER FORMS OF INSURANCE OWNED OR HELD BY THE PARENT
AND ITS SUBSIDIARIES OR PURSUANT TO WHICH ANY OF THEIR RESPECTIVE ASSETS ARE
INSURED.
THE ASSETS, PROPERTIES AND BUSINESS OF THE PARENT AND ITS SUBSIDIARIES
ARE INSURED AGAINST SUCH HAZARDS AND LIABILITIES, UNDER SUCH COVERAGES AND IN
SUCH AMOUNTS, AS ARE CUSTOMARILY MAINTAINED BY PRUDENT COMPANIES SIMILARLY
SITUATED AND UNDER POLICIES ISSUED BY INSURERS OF RECOGNIZED RESPONSIBILITY.
5.19
MATERIAL CONTRACTS.
SCHEDULE 5.19 LISTS, AS OF THE CLOSING DATE
AND AFTER GIVING EFFECT TO THE AIRCAST ACQUISITION, EACH CONTRACT OR OTHER
AGREEMENT TO WHICH ANY CREDIT PARTY IS A PARTY, BY WHICH ANY CREDIT PARTY OR ITS
PROPERTIES IS BOUND OR TO WHICH ANY CREDIT PARTY IS SUBJECT, IN EACH CASE THE
TERMINATION OR CANCELLATION OF WHICH, OR DEFAULT THEREUNDER OR BREACH THEREOF BY
ANY CREDIT PARTY, COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT
(COLLECTIVELY, "MATERIAL CONTRACTS"), AND ALSO INDICATES THE PARTIES THERETO.
AS OF THE CLOSING DATE, (I) EACH MATERIAL CONTRACT IS IN FULL FORCE AND EFFECT
AND IS ENFORCEABLE BY EACH CREDIT PARTY THAT IS A PARTY THERETO IN ACCORDANCE
WITH ITS TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS AFFECTING
CREDITORS'
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RIGHTS GENERALLY, BY GENERAL OR EQUITABLE PRINCIPLES OR BY PRINCIPLES OF GOOD
FAITH AND FAIR DEALING, AND (II) NO CREDIT PARTY OR, TO THE KNOWLEDGE OF ANY
BORROWER, ANY OTHER PARTY THERETO IS IN BREACH OF OR DEFAULT UNDER ANY MATERIAL
CONTRACT IN ANY MATERIAL RESPECT OR HAS GIVEN NOTICE OF TERMINATION OR
CANCELLATION OF ANY MATERIAL CONTRACT.
5.20
DEPOSIT ACCOUNTS.
SCHEDULE 5.20 LISTS, AS OF THE CLOSING DATE AND
AFTER GIVING EFFECT TO THE AIRCAST ACQUISITION, ALL DEPOSIT ACCOUNTS MAINTAINED
BY ANY CREDIT PARTY AT ANY BANK OR OTHER FINANCIAL INSTITUTION LOCATED IN THE
UNITED STATES, AND LISTS IN EACH CASE THE NAME IN WHICH THE ACCOUNT IS HELD, THE
NAME OF THE DEPOSITORY INSTITUTION, THE TYPE OF ACCOUNT AND THE ACCOUNT NUMBER.
5.21
SECURITY DOCUMENTS.
(A)
THE PROVISIONS OF EACH OF THE SECURITY DOCUMENTS OTHER THAN THE
MORTGAGES (WHETHER EXECUTED AND DELIVERED PRIOR TO OR ON THE CLOSING DATE OR
THEREAFTER) ARE AND WILL BE EFFECTIVE TO CREATE IN FAVOR OF THE ADMINISTRATIVE
AGENT, FOR ITS BENEFIT AND THE BENEFIT OF THE LENDERS, A VALID AND ENFORCEABLE
(SUBJECT, IN THE CASE OF DIRECT ENFORCEABILITY AGAINST GOVERNMENTAL PAYORS OF
ACCOUNTS (AS DEFINED IN THE SECURITY AGREEMENT) OWING TO THE CREDIT PARTIES
UNDER THE FEDERAL MEDICARE