BASED UPON ASSUMPTIONS BELIEVED TO BE REASONABLE AT THE TIME AND
NOTES THAT THERE CAN BE NO ASSURANCE THAT SUCH EXPECTATIONS, BELIEFS OR
PROJECTIONS WILL BE ACHIEVED OR ACCOMPLISHED AND THAT SUCH PROJECTIONS ARE
SUBJECT TO AN INCREASING DEGREE OF UNCERTAINTY AS THEY RELATE TO LATER PERIODS
OF TIME.
(S)
LEASEHOLDS, PERMITS, ETC.
THE BORROWER POSSESSES OR HAS THE RIGHT
TO USE, ALL LEASEHOLDS, EASEMENTS, FRANCHISES AND PERMITS AND ALL AUTHORIZATIONS
AND OTHER RIGHTS WHICH ARE MATERIAL TO AND NECESSARY FOR THE CONDUCT OF THE
BUSINESS, EXCEPT WHERE THE FAILURE TO OBTAIN SUCH AUTHORIZATIONS AND OTHER
RIGHTS COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
ALL THE FOREGOING ARE IN FULL FORCE AND EFFECT, AND EACH OF THE BORROWER AND THE
SUBSIDIARIES IS IN SUBSTANTIAL COMPLIANCE WITH THE FOREGOING WITHOUT ANY KNOWN
CONFLICT WITH THE VALID RIGHTS OF OTHERS, EXCEPT FOR SUCH NONCOMPLIANCE WITH THE
FOREGOING WHICH COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
NO EVENT HAS OCCURRED WHICH PERMITS, OR AFTER NOTICE OR LAPSE OF TIME
OR BOTH WOULD PERMIT, THE REVOCATION OR TERMINATION OF
34
ANY SUCH LEASEHOLD, EASEMENT, FRANCHISE, LICENSE OR OTHER RIGHT, WHICH
TERMINATION OR REVOCATION, CONSIDERED AS A WHOLE, COULD REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
(T)
LIABILITIES; CONTINGENT OBLIGATIONS.
THE BORROWER HAS NO
LIABILITIES OR OTHER OBLIGATIONS, INCLUDING CONTINGENT LIABILITIES, UNUSUAL
FORWARD OR LONG-TERM COMMITMENTS OR UNREALIZED OR ANTICIPATED LOSSES FROM
UNFAVORABLE COMMITMENTS OTHER THAN (I) AS SET FORTH IN THE FINANCIAL STATEMENTS
REFERRED TO IN SECTION 4.01(A), (II) THOSE WHICH ARE NOT REQUIRED TO BE
REFLECTED ON SUCH FINANCIAL STATEMENTS IN ACCORDANCE WITH GAAP, (III) THOSE
LIABILITIES WHICH HAVE ARISEN IN THE ORDINARY COURSE SINCE THE DATE OF THE
FINANCIAL STATEMENTS REFERRED TO IN SECTION 4.01(A) AND (IV) THOSE LIABILITIES
THAT IN THE AGGREGATE COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
(U)
LABOR MATTERS.
TO THE BORROWER'S KNOWLEDGE, THERE ARE NO DISPUTES
(I) TO WHICH THE BORROWER IS A PARTY, WHICH INVOLVES ANY GROUP OF EMPLOYEES, ANY
STRIKES OR WALKOUTS RELATING TO THE BUSINESS OF THE BORROWER OR (II) INVOLVING
THE EXPIRATION OR TERMINATION OF ANY LABOR CONTRACT TO WHICH THE BORROWER IS A
PARTY OR BY WHICH THE BORROWER IS BOUND, IN EITHER CASE, WHICH DISPUTE COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
ARTICLE V
COVENANTS OF THE BORROWER
SECTION 5.01.
AFFIRMATIVE COVENANTS.
THE BORROWER HEREBY AGREES THAT
FOR SO LONG AS ANY LOAN REMAINS OUTSTANDING AND UNPAID OR ANY OBLIGATION OF THE
BORROWER IS OWING TO ANY LENDER OR THE ADMINISTRATIVE AGENT HEREUNDER OR UNDER
ANY OTHER LOAN DOCUMENT, THE BORROWER SHALL AND SHALL CAUSE EACH OF ITS
SUBSIDIARIES TO:
(A)
FINANCIAL STATEMENTS.
FURNISH TO THE ADMINISTRATIVE AGENT FOR
EACH LENDER:
(I)
AS SOON AS AVAILABLE, BUT IN ANY EVENT WITHIN NINETY (90) DAYS
AFTER THE END OF EACH FISCAL YEAR OF THE BORROWER, A COPY OF THE CONSOLIDATED
BALANCE SHEET OF THE BORROWER AND ITS SUBSIDIARIES AS AT THE END OF