LENDER IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND THE NEGOTIATION OF THIS AGREEMENT
OR DELIVERED HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT (IN EACH CASE, AS
MODIFIED OR SUPPLEMENTED BY OTHER INFORMATION SO FURNISHED) CONTAINS ANY
MATERIAL MISSTATEMENT OF FACT OR OMITS TO STATE ANY MATERIAL FACT NECESSARY TO
MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY
WERE MADE, NOT MISLEADING; PROVIDED THAT, WITH RESPECT TO PROJECTED FINANCIAL
INFORMATION, THE TRUST AND EACH BORROWER REPRESENTS ONLY THAT SUCH INFORMATION
WAS PREPARED IN GOOD FAITH BASED UPON ASSUMPTIONS BELIEVED TO BE REASONABLE AT
THE TIME.
5.16
COMPLIANCE WITH LAWS. EACH OF THE COMPANIES IS IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF ALL LAWS AND ALL
ORDERS, WRITS, INJUNCTIONS AND DECREES APPLICABLE TO IT OR TO ITS PROPERTIES,
EXCEPT IN SUCH INSTANCES IN WHICH (A) SUCH REQUIREMENT OF LAW OR ORDER, WRIT,
INJUNCTION OR DECREE IS BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS
DILIGENTLY CONDUCTED OR (B) THE FAILURE TO COMPLY THEREWITH, EITHER INDIVIDUALLY
OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
5.17
INTELLECTUAL PROPERTY; LICENSES, ETC. EACH OF THE LOAN
PARTIES OWN, OR POSSESS THE RIGHT TO USE, ALL OF THE TRADEMARKS, SERVICE MARKS,
TRADE NAMES, COPYRIGHTS, PATENTS, PATENT RIGHTS, FRANCHISES, LICENSES AND OTHER
INTELLECTUAL PROPERTY RIGHTS (COLLECTIVELY, "IP RIGHTS") THAT ARE REASONABLY
NECESSARY FOR THE OPERATION OF THEIR RESPECTIVE BUSINESSES, WITHOUT CONFLICT
WITH THE RIGHTS OF ANY OTHER PERSON THAT COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT. TO THE BEST KNOWLEDGE OF GMH OPERATING PARTNERSHIP, NO
SLOGAN OR OTHER ADVERTISING DEVICE, PRODUCT, PROCESS, METHOD, SUBSTANCE, PART OR
OTHER MATERIAL NOW EMPLOYED, OR NOW CONTEMPLATED TO BE EMPLOYED, BY ANY LOAN
PARTY INFRINGES UPON ANY RIGHTS HELD BY ANY OTHER PERSON THAT COULD REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT. NO CLAIM OR LITIGATION REGARDING
ANY OF THE FOREGOING IS PENDING OR, TO THE BEST KNOWLEDGE OF BORROWER,
THREATENED, WHICH, EITHER INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
ARTICLE VI.
AFFIRMATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder, any
Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any
Letter of Credit shall remain outstanding, the Trust and each Borrower shall,
and shall (except in the case of the covenants set forth in Sections 6.01, 6.02,
and 6.03) cause each other Company to:
6.01
Financial Statements.
Deliver to Administrative Agent and each
Lender, in form and detail satisfactory to Administrative Agent and the Required
Lenders:
(a)
as soon as available, but in any event within
ninety (90) days after the end of each fiscal year of the Trust, a consolidated
and consolidating balance sheet of the Companies as at the end of such fiscal
year, and the related consolidated and consolidating statements of income or
operations, shareholders' equity and cash flows for such fiscal year, setting
forth in each case in comparative form the figures