57
8.20.
INDEBTEDNESS.
THE SECTIONS OF THE BORROWER'S 2005 FORM 10-K
ENTITLED "ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - LIQUIDITY AND CAPITAL RESOURCES - LONG-TERM LIABILITIES"
SET FORTH A TRUE AND COMPLETE LIST OF ALL INDEBTEDNESS (INCLUDING CONTINGENT
OBLIGATIONS BUT NOT INCLUDING INTERCOMPANY LOANS) OF THE BORROWER AND ITS
SUBSIDIARIES AS OF OCTOBER 31, 2005 WHICH IS TO REMAIN OUTSTANDING AFTER GIVING
EFFECT TO THE TRANSACTION, IN EACH CASE SHOWING THE AGGREGATE PRINCIPAL AMOUNT
THEREOF AND THE NAME OF THE RESPECTIVE BORROWER AND ANY CREDIT PARTY OR ANY OF
ITS SUBSIDIARIES WHICH DIRECTLY OR INDIRECTLY GUARANTEES SUCH DEBT.
NO OTHER
INDEBTEDNESS HAS BEEN INCURRED BY THE BORROWER OR ITS SUBSIDIARIES SINCE OCTOBER
31, 2005, EXCEPT FOR INDEBTEDNESS INCURRED FOR BORROWED MONEY IN CONNECTION WITH
THE TRANSACTION.
8.21.
INSURANCE.
THE BORROWER AND EACH OF THE SUBSIDIARIES CARRY, OR
ARE COVERED BY, INSURANCE IN SUCH AMOUNTS AND COVERING SUCH RISKS AS IS ADEQUATE
FOR THE CONDUCT OF THEIR RESPECTIVE BUSINESSES AND THE VALUE OF THEIR RESPECTIVE
PROPERTIES.
8.22.
FOREIGN ASSETS CONTROL REGULATIONS, ETC.
NEITHER THE MAKING OF
THE LOANS TO, OR ISSUANCE OF A LETTER OF CREDIT ON BEHALF OF, THE BORROWER NOR
ITS USE OF THE PROCEEDS THEREOF WILL VIOLATE IN ANY MATERIAL RESPECT THE TRADING
WITH THE ENEMY ACT, AS AMENDED, OR ANY OF THE FOREIGN ASSETS CONTROL REGULATIONS
OF THE UNITED STATES TREASURY DEPARTMENT (31 CFR, SUBTITLE B, CHAPTER V, AS
AMENDED) OR ANY ENABLING LEGISLATION OR EXECUTIVE ORDER RELATING THERETO.
WITHOUT LIMITING THE FOREGOING, NEITHER THE BORROWER NOR ANY OF ITS SUBSIDIARIES
OR AFFILIATES (A) IS OR WILL BECOME A PERSON WHOSE PROPERTY OR INTERESTS IN
PROPERTY ARE BLOCKED PURSUANT TO SECTION 1 OF EXECUTIVE ORDER 13224 OF SEPTEMBER
23, 2001 BLOCKING PROPERTY AND PROHIBITING TRANSACTIONS WITH PERSONS WHO COMMIT,
THREATEN TO COMMIT, OR SUPPORT TERRORISM (66 FED.
REG.
49079 (2001)) OR (B) TO
ITS KNOWLEDGE ENGAGES OR WILL ENGAGE IN ANY DEALINGS OR TRANSACTIONS, OR BE
OTHERWISE ASSOCIATED, WITH ANY SUCH PERSON.
COMPANY AND ITS SUBSIDIARIES AND
AFFILIATES ARE IN COMPLIANCE, IN ALL MATERIAL RESPECTS, WITH THE PATRIOT ACT).
SECTION 9.
AFFIRMATIVE COVENANTS.
The Borrower hereby covenants and agrees that on and after the Effective Date
and until the Total Revolving Loan Commitment and all Letters of Credit have
terminated and the Loans, Notes and Unpaid Drawings (in each case, together with
interest thereon), Fees and all other Obligations (other than any indemnities
described in Section 13.13 which are not then due and payable) incurred
hereunder and under the other Credit Documents, are paid in full:
9.01.
INFORMATION COVENANTS.
THE BORROWER WILL FURNISH TO EACH LENDER:
(a)
Quarterly Financial Statements.
Within (x) 60 days after the
close of each of the quarterly accounting periods ending January 31, 2007,
April 30, 2007, and July 31, 2007, and (y) 45 days after the close of each of
any of the subsequent of the first three quarterly accounting periods in any
other fiscal year of the Borrower, (i) the consolidated balance sheet of the
Borrower and