OR AT ANY TIME IN THE PAST LEASED,
OWNED OR OPERATED BY ANY CREDIT PARTY HAS, PURSUANT TO ANY ENVIRONMENTAL LAW,
BEEN PLACED ON THE "NATIONAL PRIORITIES LIST" OR "CERCLIS LIST" (OR ANY SIMILAR
UNITED STATES FEDERAL, STATE OR LOCAL LIST) OF SITES SUBJECT TO POSSIBLE
HAZARDOUS SUBSTANCE CONTAMINATION.
(C)
ALL ACTIVITIES AND OPERATIONS OF THE CREDIT PARTIES ARE IN
COMPLIANCE WITH THE REQUIREMENTS OF ALL APPLICABLE ENVIRONMENTAL LAWS; EACH
CREDIT PARTY HAS OBTAINED ALL LICENSES AND PERMITS REQUIRED UNDER APPLICABLE
ENVIRONMENTAL LAWS FOR ITS RESPECTIVE OPERATIONS, ALL SUCH LICENSES AND PERMITS
ARE BEING MAINTAINED IN GOOD STANDING, AND EACH CREDIT PARTY IS IN COMPLIANCE
WITH ALL TERMS AND CONDITIONS OF SUCH LICENSES AND PERMITS; AND NO CREDIT PARTY
IS INVOLVED IN ANY SUIT, ACTION OR PROCEEDING, OR HAS RECEIVED ANY WRITTEN
NOTICE, COMPLAINT OR OTHER REQUEST FOR INFORMATION FROM ANY GOVERNMENTAL
AUTHORITY OR OTHER PERSON, WITH RESPECT TO ANY ACTUAL OR ALLEGED ENVIRONMENTAL
CLAIMS AGAINST ANY CREDIT PARTY OR FOR WHICH ANY CREDIT PARTY MAY HAVE ANY
LIABILITY, AND TO THE KNOWLEDGE OF ANY BORROWER, THERE ARE NO SUCH ENVIRONMENTAL
CLAIMS THREATENED, NOR ANY BASIS THEREFOR.
87
5.15
COMPLIANCE WITH LAWS.
EACH CREDIT PARTY HAS TIMELY FILED ALL
MATERIAL REPORTS, DOCUMENTS AND OTHER MATERIALS REQUIRED TO BE FILED BY IT UNDER
ALL APPLICABLE REQUIREMENTS OF LAW WITH ANY GOVERNMENTAL AUTHORITY, HAS RETAINED
ALL MATERIAL RECORDS AND DOCUMENTS REQUIRED TO BE RETAINED BY IT UNDER ALL
APPLICABLE REQUIREMENTS OF LAW, AND IS OTHERWISE IN COMPLIANCE WITH ALL
APPLICABLE REQUIREMENTS OF LAW IN RESPECT OF THE CONDUCT OF ITS BUSINESS AND THE
OWNERSHIP AND OPERATION OF ITS PROPERTIES, EXCEPT IN EACH CASE TO THE EXTENT
THAT THE FAILURE TO COMPLY THEREWITH, INDIVIDUALLY OR IN THE AGGREGATE, COULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.16
INTELLECTUAL PROPERTY.
EXCEPT AS SET FORTH IN SCHEDULE 5.16, EACH
CREDIT PARTY OWNS, OR HAS THE LEGAL RIGHT TO USE, ALL INTELLECTUAL PROPERTY
NECESSARY FOR IT TO CONDUCT ITS BUSINESS AS CURRENTLY CONDUCTED.
SCHEDULE 5.16
LISTS, AS OF THE CLOSING DATE AND AFTER GIVING EFFECT TO THE AIRCAST
ACQUISITION, ALL REGISTERED INTELLECTUAL PROPERTY OWNED BY ANY CREDIT PARTY.
NO
CLAIM HAS BEEN ASSERTED OR IS PENDING BY ANY PERSON CHALLENGING OR QUESTIONING
THE USE OF ANY SUCH INTELLECTUAL PROPERTY OR THE VALIDITY OR EFFECTIVENESS OF
ANY SUCH INTELLECTUAL PROPERTY, NOR DOES ANY BORROWER KNOW OF ANY SUCH CLAIM,
AND TO THE KNOWLEDGE OF ANY BORROWER, THE USE OF SUCH INTELLECTUAL PROPERTY BY
ANY CREDIT PARTY DOES NOT INFRINGE ON THE KNOWN RIGHTS OF ANY PERSON, EXCEPT FOR
SUCH CLAIMS AND INFRINGEMENTS THAT, INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.17
REGULATED INDUSTRIES.
NO CREDIT PARTY IS (I) AN "INVESTMENT
COMPANY," A COMPANY "CONTROLLED" BY AN "INVESTMENT COMPANY," OR AN "INVESTMENT
ADVISOR," WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED,
OR (II) A "HOLDING COMPANY," A "SUBSIDIARY COMPANY" OF A "HOLDING COMPANY," OR
AN "AFFILIATE" OF A "HOLDING COMPANY" OR