(IV) NO EQUAL EMPLOYMENT OPPORTUNITY CHARGES OR OTHER
CLAIMS OF EMPLOYMENT DISCRIMINATION ARE PENDING OR, TO THE BORROWER'S KNOWLEDGE,
THREATENED AGAINST THE BORROWER OR ANY OF ITS SUBSIDIARIES AND (V)
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no wage and hour department investigation has been made of the Borrower or any
of its Subsidiaries, except (with respect to any matter specified in clauses
(i)-(v) above, either individually or in the aggregate) such as could not
reasonably be expected to have a Material Adverse Effect.
8.20.
INTELLECTUAL PROPERTY, ETC.
EACH OF THE BORROWER AND EACH OF ITS
SUBSIDIARIES OWNS OR HAS THE RIGHT TO USE (IN EACH CASE, SOLELY TO THE EXTENT
NECESSARY FOR THE PRESENT CONDUCT OF ITS BUSINESS) ALL THE PATENTS, TRADEMARKS,
PERMITS, DOMAIN NAMES, SERVICE MARKS, TRADE NAMES, COPYRIGHTS, LICENSES,
FRANCHISES, INVENTIONS, TRADE SECRETS, PROPRIETARY INFORMATION AND KNOW-HOW OF
ANY TYPE, WHETHER OR NOT WRITTEN (INCLUDING, BUT NOT LIMITED TO, RIGHTS IN
COMPUTER PROGRAMS AND DATABASES) AND FORMULAS, OR RIGHTS WITH RESPECT TO THE
FOREGOING, WITHOUT ANY KNOWN CONFLICT WITH THE RIGHTS OF OTHERS WHICH, OR THE
FAILURE TO OWN OR HAVE WHICH, AS THE CASE MAY BE, COULD REASONABLY BE EXPECTED,
EITHER INDIVIDUALLY OR IN THE AGGREGATE, TO HAVE A MATERIAL ADVERSE EFFECT.
8.21.
INDEBTEDNESS.
SCHEDULE V SETS FORTH A TRUE AND COMPLETE LIST OF
ALL SCHEDULED EXISTING INDEBTEDNESS OF THE BORROWER AND ITS SUBSIDIARIES AS OF
THE EFFECTIVE DATE, 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.
8.22.
INSURANCE.
SCHEDULE VI SETS FORTH A TRUE AND COMPLETE LISTING OF
ALL INSURANCE MAINTAINED BY THE BORROWER AND ITS SUBSIDIARIES AS OF THE
EFFECTIVE DATE, WITH THE AMOUNTS INSURED (AND ANY DEDUCTIBLES) SET FORTH
THEREIN.
SECTION 9.
Affirmative Covenants.
The Borrower hereby covenants and
agrees that on and after the Effective Date and until the Total Commitment has
terminated and the Term Loans and Notes (in each case together with interest
thereon), Fees and all other Obligations (other than indemnities described in
Section 13.13 which are not then due and payable) incurred hereunder and
thereunder, are paid in full:
9.01.
INFORMATION COVENANTS.
THE BORROWER WILL FURNISH TO EACH LENDER:
(a)
[Reserved].
(B)
QUARTERLY FINANCIAL STATEMENTS.
WITHIN 45 DAYS AFTER THE CLOSE OF
EACH OF THE FIRST THREE QUARTERLY ACCOUNTING PERIODS IN EACH FISCAL YEAR OF THE
BORROWER, (I) THE CONSOLIDATED BALANCE SHEET OF THE BORROWER AND ITS
SUBSIDIARIES AS AT THE END OF SUCH QUARTERLY ACCOUNTING PERIOD AND THE RELATED
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS AND STATEMENT OF CASH
FLOWS FOR SUCH QUARTERLY ACCOUNTING PERIOD AND FOR THE ELAPSED PORTION OF THE
FISCAL YEAR ENDED WITH THE LAST DAY OF SUCH QUARTERLY ACCOUNTING PERIOD, IN EACH
CASE SETTING FORTH COMPARATIVE FIGURES FOR THE CORRESPONDING QUARTERLY
ACCOUNTING PERIOD IN THE PRIOR FISCAL YEAR AND COMPARABLE BUDGETED FIGURES FOR
SUCH QUARTERLY ACCOUNTING PERIOD AS SET FORTH IN THE RESPECTIVE BUDGET DELIVERED
PURSUANT TO SECTION 9.01(E), ALL OF WHICH SHALL