Compliance. Neither the Company nor any Subsidiary: # is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), # is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or # is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

Compliance. Become an “investment company” or a company controlled by an “investment company”, under the Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of any Credit Extension for that purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction, as defined in ERISA, to occur; fail to comply with applicable provisions of the Federal Fair Labor Standards Act or violate any other law or regulation, if the violation could reasonably be expected to have a material adverse effect on Borrower’s business, or permit any of its Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred compensation plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to a Registration Statement.

Compliance. This First Amendment is made pursuant to and in the accordance with [Section 16] of the Agreement.

“EAR” means the U.S. Export Administration Regulations.

· become familiar with all export regulations which govern the shipment of CAE’s products and services to the importing country;

Each of the Loan Parties shall collaterally assign all Letters of Credit issued for the benefit of such Loan Party from time to time and associated with export sales by such Loan Party,

Neither the Target Companies nor any of their directors, officers, managers, employees, agents or third-party representatives is currently or has in the last five (5) years been: # a Sanctioned Person; # operating in, organized in, conducting business with, or otherwise engaging in dealings with or for the benefit of any Sanctioned Person or in any Sanctioned Country; or # otherwise in violation of any Sanctions and Export Control Laws or U.S. antiboycott requirements (together “Trade Controls”), except as disclosed in [Schedule 4.19(a)]. No product sold by any Target Company requires a license from any Governmental Body for sale or export to any jurisdiction or end-user that is not otherwise targeted by restrictions under Sanctions and Export Control Laws.

to Third Parties who make, sell, offer to sell, export, import, distribute or otherwise commercialize any ​ Product or who make, sell, offer to sell, export, import, distribute or otherwise commercialize any Covered Third Party Product or Customer Standstill Product, and who have a need to know, but only to the extent of such need to know and only under obligations of confidentiality at least as stringent as those contained herein.

Compliance Certificate. Together with the financial statements required under [Sections 7.1(A) and (B)])] a certificate signed by a Designated Financial Officer in the form of Exhibit F hereto, setting forth reasonably detailed calculations (which calculations shall be made in accordance with Agreement Accounting Principles) # showing compliance with [Sections 7.2(K), 7.2(L), 7.3 and 7.4]4]4]4] (including, without limitation, a schedule (in level of detail substantially similar to the detail contained in comparable schedules delivered to the Administrative Agent prior to the Restatement Effective Date), # computing the Total Leverage Ratio as of the last day of the applicable period, # setting forth the Subsidiaries of the Company as of the end of the applicable period, and # stating that no Default or Unmatured Default exists or existed during the applicable period, or if any Default or Unmatured Default exists or existed, stating the nature and status thereof;