MATERIAL CHANGE IN ANY SUCH EXISTING LITIGATION OR
PROCEEDINGS, THE OUTCOME OF WHICH WOULD OR MIGHT HAVE A MATERIALLY ADVERSE
EFFECT ON THE ASSETS, BUSINESS, CONDITION (FINANCIAL OR OTHERWISE), OPERATIONS
OR PROSPECTS OF THE BORROWER AFFILIATED GROUP TAKEN AS A WHOLE, WRITTEN NOTICE
THEREOF AND THE ACTION BEING OR PROPOSED TO BE TAKEN WITH RESPECT THERETO;
(J)
PROMPTLY UPON BECOMING AWARE OF ANY
INVESTIGATIVE PROCEEDINGS BY A GOVERNMENTAL AGENCY OR AUTHORITY COMMENCED OR
THREATENED AGAINST THE BORROWER OR ANY OTHER MEMBER OF THE BORROWER AFFILIATED
GROUP REGARDING ANY POTENTIAL VIOLATION OF ENVIRONMENTAL LAWS OR ANY SPILL,
RELEASE, DISCHARGE OR DISPOSAL OF ANY HAZARDOUS MATERIAL, WRITTEN NOTICE
THEREOF, COPIES OF ALL CORRESPONDENCE, REPORTS AND OTHER MATERIALS FURNISHED' TO
OR PREPARED BY ANY MEMBER OF THE BORROWER AFFILIATED GROUP (OR ITS
REPRESENTATIVES) IN CONNECTION THEREWITH AND THE ACTION .BEING OR PROPOSED TO BE
TAKEN WITH RESPECT THERETO;
(K)
PRIOR TO THE OCCURRENCE OF AN EVENT OF
DEFAULT, THE BORROWER SHALL MAKE AVAILABLE FOR REVIEW AT ITS HEADQUARTERS ON A
QUARTERLY BASIS ALL LAUNDRY FACILITY AGREEMENTS THEN IN EFFECT, AND, SUBJECT TO
THE LAST PARAGRAPH OF THIS SECTION 5.1, DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT SHALL FURNISH TO THE ADMINISTRATIVE AGENT UPON ITS REQUEST A LIST OR
LISTS OF ALL LAUNDRY FACILITY AGREEMENTS THEN IN EFFECT, INCLUDING LOCATION OF
THE PREMISES, DATE OF EXPIRATION OF THE LAUNDRY FACILITY AGREEMENT AND NUMBER OF
MACHINES AT THE PREMISES FOR EACH SUCH LAUNDRY FACILITY AGREEMENT; AND
(L)
FROM TIME TO TIME, WITH REASONABLE
PROMPTNESS, SUCH OTHER FINANCIAL DATA AND OTHER INFORMATION OR DOCUMENTS
(FINANCIAL OR NON-FINANCIAL) ABOUT THE BORROWER AND EACH OTHER MEMBER OF THE
BORROWER AFFILIATED GROUP (INCLUDING ACCOUNTANTS' MANAGEMENT LETTERS AND
48
ANNUAL BUDGETS) AS THE ADMINISTRATIVE AGENT OR ANY BANK MAY REASONABLY REQUEST.
The Administrative Agent and the Banks agree that they will handle the list or
lists provided to them pursuant to Section 5.1(k) in the same manner as set
forth in Section 5.5 with respect to the information referred to therein,
provided that any such list or lists may be disclosed in connection with any
enforcement action being taken by the Administrative Agent hereunder.
5.2.
CONDUCT OF BUSINESS.
THE BORROWER SHALL, AND
SHALL CAUSE EACH OTHER MEMBER OF THE BORROWER AFFILIATED GROUP TO:
(A)
DULY OBSERVE AND COMPLY IN ALL MATERIAL
RESPECTS WITH ALL APPLICABLE LAWS AND REQUIREMENTS OF ANY GOVERNMENTAL
AUTHORITIES RELATIVE TO ITS CORPORATE EXISTENCE, RIGHTS AND FRANCHISES, TO THE
CONDUCT OF ITS BUSINESS AND TO ITS PROPERTY AND ASSETS (INCLUDING WITHOUT
LIMITATION ALL ENVIRONMENTAL LAWS AND ERISA), AND SHALL MAINTAIN AND KEEP IN
FULL FORCE AND EFFECT ALL LICENSES AND PERMITS NECESSARY IN ANY MATERIAL RESPECT
TO THE PROPER CONDUCT OF ITS BUSINESS;
(B)
MAINTAIN ITS CORPORATE EXISTENCE (EXCEPT
THAT IMMATERIAL SUBSIDIARIES OF SERVICES MAY BE DISSOLVED (WITH ANY ASSETS BEING
TRANSFERRED TO SERVICES) OR MERGED WITH AND INTO SERVICES);
(C)
REMAIN ENGAGED IN SUBSTANTIALLY THE SAME
FIELDS OF BUSINESS AS THOSE IN WHICH IT IS NOW ENGAGED, EXCEPT THAT THE BORROWER
OR ANY OTHER