RESPECT TO THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT WHICH COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
5.18.
RESERVED.
5.19.
SWAPS.
NO BORROWER IS A PARTY TO, NOR WILL IT BE A PARTY TO, ANY
SWAP AGREEMENT WHEREBY SUCH BORROWER HAS AGREED OR WILL AGREE TO SWAP INTEREST
RATES OR CURRENCIES UNLESS SAME PROVIDES THAT DAMAGES UPON TERMINATION FOLLOWING
AN EVENT OF DEFAULT THEREUNDER ARE PAYABLE ON AN UNLIMITED "TWO-WAY BASIS"
WITHOUT REGARD TO FAULT ON THE PART OF EITHER PARTY.
5.20.
CONFLICTING AGREEMENTS.
NO PROVISION OF ANY MORTGAGE, INDENTURE,
CONTRACT, AGREEMENT, JUDGMENT, DECREE OR ORDER BINDING ON ANY BORROWER OR
AFFECTING THE COLLATERAL CONFLICTS WITH, OR REQUIRES ANY CONSENT WHICH HAS NOT
ALREADY BEEN OBTAINED TO, OR WOULD IN ANY WAY PREVENT THE EXECUTION, DELIVERY OR
PERFORMANCE OF, THE TERMS OF THIS AGREEMENT OR THE OTHER DOCUMENTS, EXCEPT WHERE
THE FAILURE TO OBTAIN, MAKE OR COMPLY WITH ANY SUCH CONSENT COULD NOT REASONABLY
BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
5.21.
APPLICATION OF CERTAIN LAWS AND REGULATIONS.
NEITHER ANY BORROWER
NOR ANY SUBSIDIARY OF ANY BORROWER IS SUBJECT TO ANY LAW, STATUTE, RULE OR
REGULATION WHICH REGULATES THE INCURRENCE OF ANY INDEBTEDNESS, INCLUDING LAWS,
STATUTES, RULES OR REGULATIONS RELATIVE TO COMMON OR INTERSTATE CARRIERS OR TO
THE SALE OF ELECTRICITY, GAS, STEAM, WATER, TELEPHONE, TELEGRAPH OR OTHER PUBLIC
UTILITY SERVICES.
5.22.
BUSINESS AND PROPERTY OF BORROWERS.
UPON AND AFTER THE CLOSING
DATE, BORROWERS DO NOT PROPOSE TO ENGAGE IN ANY BUSINESS OTHER THAN DESIGNING,
MANUFACTURING, DISTRIBUTING AND MARKETING FOOTWEAR FOR MEN, WOMEN AND CHILDREN,
APPAREL, ACCESSORIES, BAGS AND BACKPACKS, AND OTHER PRODUCTS UTILIZING CROSLITE,
AND ACTIVITIES NECESSARY TO CONDUCT THE FOREGOING.
ON THE CLOSING DATE, EACH
BORROWER WILL OWN ALL THE PROPERTY AND POSSESS ALL OF THE RIGHTS AND CONSENTS
NECESSARY FOR THE CONDUCT OF THE BUSINESS OF SUCH BORROWER, EXCEPT WHERE THE
FAILURE TO OBTAIN,
60
MAKE OR COMPLY WITH ANY SUCH CONSENT COULD NOT REASONABLY BE EXPECTED TO RESULT
IN A MATERIAL ADVERSE EFFECT.
5.23.
SECTION 20 SUBSIDIARIES.
BORROWERS DO NOT INTEND TO USE AND SHALL
NOT USE ANY PORTION OF THE PROCEEDS OF THE ADVANCES, DIRECTLY OR INDIRECTLY, TO
PURCHASE DURING THE UNDERWRITING PERIOD, OR FOR 30 DAYS THEREAFTER, INELIGIBLE
SECURITIES BEING UNDERWRITTEN BY A SECTION 20 SUBSIDIARY.
5.24.
ANTI-TERRORISM LAWS.
(A)
GENERAL.
NEITHER ANY BORROWER NOR ANY AFFILIATE OF ANY BORROWER
IS IN VIOLATION OF ANY ANTI-TERRORISM LAW OR ENGAGES IN OR CONSPIRES TO ENGAGE
IN ANY TRANSACTION THAT EVADES OR AVOIDS, OR HAS THE PURPOSE OF EVADING OR
AVOIDING, OR ATTEMPTS TO VIOLATE, ANY OF THE PROHIBITIONS SET FORTH IN ANY
ANTI-TERRORISM LAW.
(B)
EXECUTIVE ORDER NO. 13224.
NEITHER ANY BORROWER NOR ANY AFFILIATE
OF ANY BORROWER OR THEIR RESPECTIVE AGENTS ACTING OR BENEFITING IN ANY CAPACITY
IN CONNECTION WITH THE ADVANCES OR OTHER TRANSACTIONS HEREUNDER, IS ANY OF THE
FOLLOWING (EACH A "BLOCKED PERSON"):
(I)
A PERSON THAT IS LISTED IN THE ANNEX TO, OR IS OTHERWISE SUBJECT
TO THE PROVISIONS OF, THE EXECUTIVE ORDER NO. 13224;
(II)