PARTY'S OWNERSHIP OF OR RIGHTS UNDER (OR THE
LICENSE OR OTHER RIGHT TO USE, AS THE CASE MAY BE) ANY PERMITS AND GOVERNMENTAL
APPROVALS, PATENTS, TRADEMARKS, TRADE NAMES, COPYRIGHTS, TECHNOLOGY, KNOW-HOW OR
PROCESSES IN ANY MANNER WHICH HAS OR IS REASONABLY LIKELY TO HAVE A MATERIAL
ADVERSE EFFECT.
(U)
ASSETS AND PROPERTIES.
EACH LOAN PARTY HAS GOOD AND MARKETABLE OR
MERCHANTABLE TITLE TO ALL OF ITS OWNED ASSETS AND PROPERTY (TANGIBLE AND
INTANGIBLE), AND ALL SUCH ASSETS AND PROPERTY ARE FREE AND CLEAR OF ALL LIENS
EXCEPT LIENS PERMITTED UNDER SECTION 9.03.
SUBSTANTIALLY ALL OF THE ASSETS AND
PROPERTY OWNED BY, LEASED TO OR USED BY SUCH LOAN PARTY ARE IN GOOD OPERATING
CONDITION AND REPAIR, ORDINARY WEAR AND TEAR EXCEPTED, ARE FREE AND CLEAR OF ANY
KNOWN DEFECTS EXCEPT SUCH DEFECTS AS DO NOT SUBSTANTIALLY INTERFERE WITH THE
CONTINUED USE THEREOF IN THE CONDUCT OF NORMAL OPERATIONS, AND ARE ABLE TO SERVE
THE FUNCTION FOR WHICH THEY ARE CURRENTLY BEING USED, EXCEPT IN EACH CASE WHERE
THE FAILURE OF SUCH ASSET TO MEET SUCH REQUIREMENTS WOULD NOT HAVE OR IS NOT
REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
NEITHER THIS AGREEMENT NOR
ANY OTHER LOAN DOCUMENT, NOR ANY TRANSACTION CONTEMPLATED UNDER ANY LOAN
DOCUMENT, WILL AFFECT ANY RIGHT, TITLE OR INTEREST OF SUCH LOAN PARTY IN AND TO
ANY OF SUCH ASSETS IN A MANNER THAT WOULD HAVE OR IS REASONABLY LIKELY TO HAVE A
MATERIAL ADVERSE EFFECT.
(V)
INSURANCE.
SECTION 6.01(V) OF THE DISCLOSURE LETTER ACCURATELY
SETS FORTH ALL INSURANCE POLICIES AND PROGRAMS CURRENTLY IN EFFECT AS OF THE
CLOSING DATE WITH RESPECT TO THE RESPECTIVE PROPERTY AND ASSETS AND BUSINESS OF
THE BORROWER AND ITS SUBSIDIARIES, SPECIFYING FOR EACH SUCH POLICY AND PROGRAM,
(I) THE AMOUNT THEREOF AND THE AMOUNT OF THE DEDUCTIBLE RELATING
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thereto, (ii) the risks insured against thereby, (iii) the name of the insurer
and each insured party thereunder, (iv) the policy or other identification
number thereof, (v) the expiration date thereof, (vi) the annual premium with
respect thereto and (vii) the current rating of such insurer by A.M. Best or an
established rating agency reasonably satisfactory to the Administration Agent.
ARTICLE VII
REPORTING COVENANTS
The Borrower covenants and agrees so long as any Revolving Loan Commitment is
outstanding and thereafter until payment in full of the Obligations:
7.01
FINANCIAL STATEMENTS.
EACH LOAN PARTY SHALL MAINTAIN A SYSTEM OF
ACCOUNTING ESTABLISHED AND ADMINISTERED IN ACCORDANCE WITH SOUND BUSINESS
PRACTICES TO PERMIT PREPARATION OF FINANCIAL STATEMENTS IN CONFORMITY WITH GAAP,
AND EACH OF THE FINANCIAL STATEMENTS DESCRIBED BELOW SHALL BE PREPARED FROM SUCH
SYSTEM AND RECORDS.
THE BORROWER SHALL DELIVER OR CAUSE TO BE DELIVERED TO THE
ADMINISTRATIVE AGENT:
(A)
QUARTERLY REPORTS.
AS SOON AS PRACTICABLE, AND IN ANY EVENT
WITHIN FORTY-FIVE (45) DAYS AFTER THE END OF EACH OF THE FIRST THREE FISCAL
QUARTERS IN EACH FISCAL YEAR, CONSOLIDATED BALANCE SHEETS OF THE BORROWER AND
ITS SUBSIDIARIES AS AT THE END OF SUCH PERIOD AND THE RELATED CONSOLIDATED
STATEMENTS OF INCOME