THE EMPLOYEES OF THE CREDIT PARTIES.
5.23
NO BURDENSOME RESTRICTIONS.
NO CREDIT PARTY IS A PARTY TO ANY
WRITTEN AGREEMENT OR INSTRUMENT OR SUBJECT TO ANY OTHER OBLIGATIONS OR ANY
CHARTER OR CORPORATE RESTRICTION OR ANY PROVISION OF ANY APPLICABLE REQUIREMENT
OF LAW THAT, INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
5.24
OFAC; ANTI-TERRORISM LAWS.
(A)
NO CREDIT PARTY OR ANY AFFILIATE OF ANY CREDIT PARTY (I) IS A
SANCTIONED PERSON, (II) HAS MORE THAN 15% OF ITS ASSETS IN SANCTIONED COUNTRIES,
OR (III) DERIVES MORE THAN 15% OF ITS OPERATING INCOME FROM INVESTMENTS IN, OR
TRANSACTIONS WITH, SANCTIONED PERSONS OR SANCTIONED COUNTRIES.
NO PART OF THE
PROCEEDS OF ANY LOAN HEREUNDER WILL BE USED DIRECTLY OR INDIRECTLY TO FUND ANY
OPERATIONS IN, FINANCE ANY INVESTMENTS OR ACTIVITIES IN OR MAKE ANY PAYMENTS TO,
A SANCTIONED PERSON OR A SANCTIONED COUNTRY.
(B)
NEITHER THE MAKING OF THE LOANS HEREUNDER NOR THE USE OF THE
PROCEEDS THEREOF WILL VIOLATE THE PATRIOT ACT, THE TRADING WITH THE ENEMY ACT,
AS AMENDED, OR ANY OF THE FOREIGN ASSETS CONTROL REGULATIONS OF THE UNITED
STATES TREASURY DEPARTMENT (31 CFR, SUBTITLE B, CHAPTER V, AS AMENDED) OR ANY
ENABLING LEGISLATION OR EXECUTIVE ORDER RELATING THERETO.
THE CREDIT PARTIES
ARE IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE PATRIOT ACT.
5.25
AIRCAST ACQUISITION.
THE COMPANY HAS HERETOFORE FURNISHED TO THE
ADMINISTRATIVE AGENT A TRUE AND COMPLETE COPY OF THE AIRCAST STOCK PURCHASE
AGREEMENT, TOGETHER WITH ALL SCHEDULES AND EXHIBITS THERETO AND ALL AGREEMENTS
REQUIRED TO BE EXECUTED AND DELIVERED PURSUANT THERETO, AND IN EACH CASE ALL
AMENDMENTS, MODIFICATIONS AND WAIVERS RELATING THERETO.
AS OF THE CLOSING DATE
AND IMMEDIATELY PRIOR TO GIVING EFFECT TO THE CONSUMMATION OF THE AIRCAST
ACQUISITION, (I) NONE OF SUCH AGREEMENTS HAS BEEN AMENDED, MODIFIED OR
SUPPLEMENTED, NOR ANY CONDITION OR PROVISION THEREOF WAIVED, IN ANY MATERIAL
RESPECT OTHER THAN AS APPROVED BY THE ADMINISTRATIVE AGENT, AND EACH SUCH
AGREEMENT IS IN FULL FORCE AND EFFECT AND NO CREDIT PARTY (OR, TO THE KNOWLEDGE
OF THE COMPANY, ANY OTHER PARTY THERETO) IS IN DEFAULT THEREUNDER OR IN BREACH
THEREOF, AND (II) ALL REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND, TO THE
KNOWLEDGE OF THE COMPANY, ALL REPRESENTATIONS AND WARRANTIES OF THE SELLING
STOCKHOLDERS CONTAINED IN THE AIRCAST STOCK PURCHASE AGREEMENT ARE TRUE AND
CORRECT WITH THE SAME EFFECT AS IF MADE ON AND AS OF THE CLOSING DATE EXCEPT FOR
REPRESENTATIONS AND WARRANTIES THAT SPEAK AS OF AN EARLIER DATE (WHICH ARE TRUE
AND CORRECT AS OF SUCH DATE) EXCEPT, IN EACH CASE, FOR ANY FAILURE THAT,
INDIVIDUALLY OR IN THE AGGREGATE, HAS NOT RESULTED IN OR WOULD NOT RESULT IN A
MATERIAL ADVERSE EFFECT.
AS OF THE CLOSING DATE AND AFTER GIVING EFFECT TO THE
AIRCAST ACQUISITION, ALL PRINCIPAL, INTEREST AND OTHER AMOUNTS OUTSTANDING UNDER
THE TERMINATING INDEBTEDNESS HAS BEEN INDEFEASIBLY SATISFIED IN FULL.
90
ARTICLE VI
AFFIRMATIVE COVENANTS
Each of the Parent and the Borrowers covenants and agrees that, until the