SUBSIDIARIES, OR, TO
THE SPONSOR'S KNOWLEDGE, THREATENED AGAINST OR AFFECTING THE SPONSOR OR ANY OF
ITS SUBSIDIARIES, AND NO SIGNIFICANT UNFAIR LABOR PRACTICE, CHARGES OR
GRIEVANCES ARE PENDING AGAINST THE SPONSOR OR ANY OF ITS SUBSIDIARIES, OR TO THE
SPONSOR'S KNOWLEDGE, THREATENED AGAINST ANY OF THEM BEFORE ANY GOVERNMENTAL
AUTHORITY.
ALL PAYMENTS DUE FROM THE SPONSOR OR ANY OF ITS SUBSIDIARIES
PURSUANT TO THE PROVISIONS OF ANY COLLECTIVE BARGAINING AGREEMENT HAVE BEEN PAID
OR ACCRUED AS A LIABILITY ON THE BOOKS OF THE SPONSOR OR ANY SUCH SUBSIDIARY,
EXCEPT WHERE THE FAILURE TO DO SO COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
SUBSIDIARIES.
SCHEDULE 5.14 SETS FORTH THE NAME OF, THE OWNERSHIP INTEREST OF
THE SPONSOR IN, THE JURISDICTION OF INCORPORATION OF, AND THE TYPE OF, EACH
SUBSIDIARY AND IDENTIFIES EACH SUBSIDIARY THAT IS A GUARANTOR, IN EACH CASE AS
OF THE EFFECTIVE DATE.
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SPECIFIC LOANS.
THE SPONSOR
REPRESENTS AND WARRANTS TO THE SERVICER AND EACH PARTICIPANT WITH RESPECT TO
EACH LOAN COMMITMENT ESTABLISHED AND EACH ADVANCE MADE PURSUANT TO THE OPERATIVE
DOCUMENTS THAT:
THE FRANCHISE AGREEMENT, THE MASTER NOTE, THE LOAN AGREEMENT AND EACH OTHER LOAN
DOCUMENT EXECUTED IN CONNECTION WITH SUCH LOAN COMMITMENT EACH CONSTITUTES A
VALID AND BINDING AGREEMENT OF EACH BORROWER OR GUARANTOR PARTY THERETO AND IS
ENFORCEABLE AGAINST EACH SUCH PARTY IN ACCORDANCE WITH ITS TERMS.
THE MASTER NOTE AND ACCOMPANYING LOAN DOCUMENTS EXECUTED IN CONNECTION WITH SUCH
LOAN AND DELIVERED TO THE SERVICER ARE THE ONLY CONTRACTS EVIDENCING THE
TRANSACTION DESCRIBED THEREIN AND CONSTITUTE THE ENTIRE AGREEMENT OF THE PARTIES
THERETO WITH RESPECT TO SUCH TRANSACTION AND SPONSOR HAS NOT MADE ANY OTHER
PROMISES, AGREEMENTS OR REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE
TRANSACTIONS EVIDENCED BY SUCH MASTER NOTE.
THE MASTER NOTE AND EACH ACCOMPANYING LOAN DOCUMENT EXECUTED IN CONNECTION WITH
SUCH LOAN IS GENUINE AND ALL SIGNATURES, NAMES, AMOUNTS AND OTHER FACTS AND
STATEMENTS THEREIN AND THEREON ARE TRUE AND CORRECT.
ALL DISCLOSURES REQUIRED TO BE MADE UNDER APPLICABLE FEDERAL AND STATE LAW IN
CONNECTION WITH SUCH LOAN HAVE BEEN PROPERLY AND COMPLETELY MADE WITH RESPECT TO
EACH MASTER NOTE, THE OTHER LOAN DOCUMENTS AND THE LOAN AND EACH SUCH MASTER
NOTE, OTHER LOAN DOCUMENTS AND LOAN IS IN FULL COMPLIANCE WITH ALL APPLICABLE
FEDERAL AND STATE LAWS, INCLUDING WITHOUT LIMITATION, APPLICABLE STATE AND
FEDERAL USURY LAWS AND REGULATIONS.
The proceeds of each Master Note will be solely for the purpose of financing the
acquisition and expansion of stores franchised by the Sponsor and operated by
the relevant Borrower, for the acquisition of inventory and equipment with
respect to the ongoing operations thereof, for
Sponsor-approved payment of state use tax and freight charges and, in the case
of Established Franchisee Borrowers, for Sponsor-approved working capital
purposes, but excluding in all cases any non-business purposes
AFFIRMATIVE COVENANTS
The Sponsor covenants and agrees that it will, as long as either of the
Commitments is in effect or the Servicer is committed to make Advances