REPAIRS, FINANCED BY SUCH INDEBTEDNESS, AND
(E) LICENSES DESCRIBED IN SECTION 7.3(C) AND (D) BELOW (ALL OF SUCH LIENS
DESCRIBED IN THE FOREGOING CLAUSES (A) THROUGH (E) ARE CALLED "PERMITTED
LIENS").
5.8.
COMPLIANCE WITH LAWS.
(A)
EACH LOAN PARTY IS AND WILL REMAIN IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH ALL LAWS, STATUTES, ORDINANCES, RULES AND REGULATIONS APPLICABLE
TO IT.
(B)
WITHOUT LIMITING THE GENERALITY OF THE IMMEDIATELY PRECEDING CLAUSE
(A), EACH LOAN PARTY FURTHER AGREES THAT IT IS AND WILL REMAIN IN COMPLIANCE IN
ALL MATERIAL RESPECTS WITH ALL U.S. ECONOMIC SANCTIONS LAWS, EXECUTIVE ORDERS
AND IMPLEMENTING REGULATIONS AS PROMULGATED BY THE U.S. TREASURY DEPARTMENT'S
OFFICE OF FOREIGN ASSETS CONTROL ("OFAC"), AND ALL APPLICABLE ANTI-MONEY
LAUNDERING AND COUNTER-TERRORISM FINANCING PROVISIONS OF THE BANK SECRECY ACT
AND THE USA PATRIOT ACT AND ALL REGULATIONS ISSUED PURSUANT TO IT.
NO LOAN
PARTY NOR ANY OF ITS SUBSIDIARIES, AFFILIATES OR JOINT VENTURES (A) IS A PERSON
OR ENTITY DESIGNATED BY THE U.S. GOVERNMENT ON THE LIST OF THE SPECIALLY
DESIGNATED NATIONALS AND BLOCKED PERSONS (THE "SDN LIST") WITH WHICH A U.S.
PERSON OR ENTITY CANNOT DEAL WITH OR OTHERWISE ENGAGE IN BUSINESS TRANSACTIONS,
(B) IS A PERSON OR ENTITY WHO IS OTHERWISE THE TARGET OF U.S. ECONOMIC SANCTIONS
LAWS SUCH THAT A U.S. PERSON OR ENTITY CANNOT DEAL OR OTHERWISE ENGAGE IN
BUSINESS TRANSACTIONS WITH SUCH PERSON OR ENTITY; OR (C) IS CONTROLLED BY
(INCLUDING WITHOUT LIMITATION BY VIRTUE OF SUCH PERSON BEING A DIRECTOR OR
OWNING VOTING SHARES OR INTERESTS), OR ACTS, DIRECTLY OR INDIRECTLY, FOR OR ON
BEHALF OF, ANY PERSON OR ENTITY ON THE SDN LIST OR A FOREIGN GOVERNMENT THAT IS
THE TARGET OF U.S. ECONOMIC SANCTIONS PROHIBITIONS SUCH THAT THE ENTRY INTO, OR
PERFORMANCE UNDER, THIS AGREEMENT OR ANY OTHER DEBT DOCUMENT WOULD BE PROHIBITED
UNDER U.S. LAW.
THE SDN LIST IS MAINTAINED BY OFAC AND IS AVAILABLE AT:
.
(C)
EACH LOAN PARTY HAS MET THE MINIMUM FUNDING REQUIREMENTS OF THE
UNITED STATES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 (AS AMENDED,
"ERISA") WITH RESPECT TO ANY EMPLOYEE BENEFIT PLANS SUBJECT TO ERISA.
NO LOAN
PARTY IS AN "INVESTMENT COMPANY" OR A COMPANY "CONTROLLED" BY AN "INVESTMENT
COMPANY" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940.
NO LOAN
PARTY IS ENGAGED PRINCIPALLY, OR AS ONE OF THE IMPORTANT ACTIVITIES, IN THE
BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE OF PURCHASING OR CARRYING MARGIN
STOCK (WITHIN THE MEANING OF REGULATIONS T, U AND X OF THE BOARD OF GOVERNORS OF
THE FEDERAL RESERVE SYSTEM (THE "FEDERAL RESERVE BOARD").
5.9.
INTELLECTUAL PROPERTY.
THE INTELLECTUAL PROPERTY IS FREE AND CLEAR OF
ALL LIENS, CLAIMS AND ENCUMBRANCES OF ANY KIND WHATSOEVER, EXCEPT FOR PERMITTED
LIENS DESCRIBED IN CLAUSES (B)(I) AND (E) OF SECTION 5.7.
NO LOAN PARTY HAS
ENTERED INTO ANY OTHER AGREEMENT OR FINANCING ARRANGEMENT IN WHICH A NEGATIVE
PLEDGE IN SUCH LOAN PARTY'S INTELLECTUAL PROPERTY IS GRANTED TO ANY OTHER PARTY.
AS OF THE CLOSING DATE AND EACH DATE A TERM LOAN IS ADVANCED TO BORROWER,