Party threatened, against any Credit
Party or any of its Subsidiaries which could reasonably be expected to result in
any Material Adverse Effect.
5.11
USE OF PROCEEDS; MARGIN REGULATIONS.
NO PART OF
THE PROCEEDS OF ANY LOAN WILL BE USED FOR "BUYING" OR "CARRYING" "MARGIN STOCK"
WITHIN THE RESPECTIVE MEANINGS OF SUCH TERMS UNDER REGULATION U OF THE BOARD OF
GOVERNORS OF THE FEDERAL RESERVE SYSTEM AS NOW AND FROM TIME TO TIME HEREAFTER
IN EFFECT OR FOR ANY OTHER PURPOSE THAT VIOLATES THE PROVISIONS OF THE
REGULATIONS OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM.
IF
REQUESTED BY AGENT, EACH CREDIT PARTY WILL FURNISH TO AGENT AND EACH LENDER A
STATEMENT TO THE FOREGOING EFFECT IN CONFORMITY WITH THE REQUIREMENTS OF FR FORM
G-3 OR FR FORM 0-1, AS APPLICABLE, REFERRED TO IN REGULATION U.
(A)
BORROWER SHALL UTILIZE THE PROCEEDS OF THE
LOANS SOLELY FOR THE FINANCING OF BORROWER'S ORDINARY WORKING CAPITAL AND
GENERAL CORPORATE NEEDS. SCHEDULE 5.11 CONTAINS A DESCRIPTION OF BORROWER'S
SOURCES AND USES OF FUNDS AS OF THE RESTATEMENT EFFECTIVE DATE, INCLUDING LOANS
AND LETTER OF CREDIT OBLIGATIONS TO BE MADE OR INCURRED ON THAT DATE, AND A
FUNDS FLOW MEMORANDUM DETAILING HOW FUNDS FROM EACH SOURCE ARE TO BE TRANSFERRED
FOR PARTICULAR USES.
5.12
OWNERSHIP OF PROPERTY; LIENS.
AS OF THE
RESTATEMENT EFFECTIVE DATE, THE REAL ESTATE ("REAL ESTATE") LISTED IN
SCHEDULE 5.12 CONSTITUTES ALL OF THE REAL PROPERTY OWNED, LEASED, SUBLEASED, OR
USED BY BORROWER OR ANY OF ITS DOMESTIC SUBSIDIARIES.
EACH OF BORROWER AND EACH
OF ITS DOMESTIC SUBSIDIARIES OWNS GOOD AND MARKETABLE FEE SIMPLE TITLE TO ALL OF
ITS OWNED REAL ESTATE, AND VALID AND MARKETABLE LEASEHOLD INTERESTS IN ALL OF
ITS MATERIAL LEASED REAL ESTATE, ALL AS DESCRIBED ON SCHEDULE 5.12, AND COPIES
OF ALL SUCH LEASES OR A SUMMARY OF TERMS THEREOF REASONABLY SATISFACTORY TO
AGENT HAVE BEEN DELIVERED TO AGENT.
SCHEDULE 5.12 FURTHER DESCRIBES ANY REAL
ESTATE WITH RESPECT TO WHICH BORROWER OR ANY OF ITS DOMESTIC SUBSIDIARIES IS A
LESSOR, SUBLESSOR OR ASSIGNOR AS OF THE RESTATEMENT EFFECTIVE DATE.
BORROWER
AND EACH OF ITS DOMESTIC SUBSIDIARIES ALSO HAS GOOD AND MARKETABLE TITLE TO, OR
VALID LEASEHOLD INTERESTS IN, ALL OF ITS PERSONAL PROPERTY AND ASSETS THAT ARE
MATERIAL TO ITS BUSINESS.
AS OF THE RESTATEMENT EFFECTIVE DATE, NONE OF THE
PROPERTIES AND ASSETS OF BORROWER OR ANY OF ITS DOMESTIC SUBSIDIARIES ARE
SUBJECT TO ANY LIENS OTHER THAN PERMITTED ENCUMBRANCES, AND THERE ARE NO FACTS,
CIRCUMSTANCES OR CONDITIONS KNOWN TO BORROWER THAT MAY RESULT IN ANY LIENS
(INCLUDING LIENS ARISING UNDER ENVIRONMENTAL LAWS) OTHER THAN PERMITTED
ENCUMBRANCES AGAINST THE PROPERTIES OR ASSETS OF BORROWER OR ANY OF ITS DOMESTIC
SUBSIDIARIES.
BORROWER AND EACH OF ITS DOMESTIC SUBSIDIARIES HAS RECEIVED ALL
DEEDS, ASSIGNMENTS, WAIVERS, CONSENTS, NON-DISTURBANCE AND ATTORNMENT OR SIMILAR
AGREEMENTS, BILLS OF SALE AND OTHER DOCUMENTS, AND HAS DULY EFFECTED ALL
RECORDINGS, FILINGS AND OTHER ACTIONS NECESSARY TO ESTABLISH, PROTECT AND
PERFECT SUCH PERSON'S RIGHT, TITLE AND INTEREST IN AND TO ALL SUCH REAL ESTATE