THE RESTRICTED
SUBSIDIARIES, IN SUCH AMOUNTS, WITH SUCH DEDUCTIBLES AND COVERING SUCH RISKS AS
ARE CUSTOMARILY CARRIED BY COMPANIES ENGAGED IN SIMILAR
40
BUSINESSES AND OWNING SIMILAR PROPERTIES IN LOCALITIES WHERE THE COMPANY AND THE
RESTRICTED SUBSIDIARIES OPERATE.
9.17
INFORMATION.
ALL INFORMATION HERETOFORE OR CONTEMPORANEOUSLY
HEREWITH FURNISHED IN WRITING BY THE COMPANY TO THE ADMINISTRATIVE AGENT OR ANY
LENDER FOR PURPOSES OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY IS, AND ALL WRITTEN INFORMATION HEREAFTER FURNISHED BY OR ON
BEHALF OF THE COMPANY TO THE ADMINISTRATIVE AGENT OR ANY LENDER PURSUANT HERETO
OR IN CONNECTION HEREWITH WILL BE, TRUE AND ACCURATE IN EVERY MATERIAL RESPECT
ON THE DATE AS OF WHICH SUCH INFORMATION IS DATED OR CERTIFIED, AND NONE OF SUCH
INFORMATION IS OR WILL BE INCOMPLETE BY OMITTING TO STATE ANY MATERIAL FACT
NECESSARY TO MAKE SUCH INFORMATION NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES
UNDER WHICH MADE (IT BEING RECOGNIZED BY THE ADMINISTRATIVE AGENT AND THE
LENDERS THAT ANY PROJECTIONS AND FORECASTS PROVIDED BY THE COMPANY ARE BASED ON
GOOD FAITH ESTIMATES AND ASSUMPTIONS BELIEVED BY THE COMPANY TO BE REASONABLE AS
OF THE DATE OF THE APPLICABLE PROJECTIONS OR ASSUMPTIONS AND THAT ACTUAL RESULTS
DURING THE PERIOD OR PERIODS COVERED BY ANY SUCH PROJECTIONS AND FORECASTS MAY
DIFFER FROM PROJECTED OR FORECASTED RESULTS).
9.18
INTELLECTUAL PROPERTY.
EACH OF THE COMPANY AND EACH RESTRICTED
SUBSIDIARY OWNS AND POSSESSES OR HAS A LICENSE OR OTHER RIGHT TO USE ALL
PATENTS, PATENT RIGHTS, TRADEMARKS, TRADEMARK RIGHTS, TRADE NAMES, TRADE NAME
RIGHTS, SERVICE MARKS, SERVICE MARK RIGHTS, AND COPYRIGHTS AS ARE NECESSARY FOR
THE CONDUCT OF THE BUSINESSES OF THE COMPANY OR SUCH RESTRICTED SUBSIDIARY, AS
APPLICABLE, EXCEPT TO THE EXTENT THE LACK OF SUCH RIGHTS COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, WITHOUT ANY INFRINGEMENT UPON RIGHTS
OF OTHERS WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
9.19
NO DEFAULT.
NO EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT
EXISTS OR WOULD RESULT FROM THE INCURRENCE BY THE COMPANY OR ANY RESTRICTED
SUBSIDIARY OF ANY DEBT HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT.
SECTION 10
AFFIRMATIVE COVENANTS.
Until the expiration or termination of the Commitments and thereafter until all
Obligations hereunder and under the other Loan Documents are paid in full (other
than contingent or indemnification obligations which survive the termination of
this Agreement) and all Letters of Credit have been terminated, the Company
agrees that, unless at any time the Required Lenders shall otherwise expressly
consent in writing, it will:
10.1
REPORTS, CERTIFICATES AND OTHER INFORMATION.
FURNISH TO THE
ADMINISTRATIVE AGENT AND EACH LENDER:
10.1.1
ANNUAL REPORT.
(A) PROMPTLY WHEN AVAILABLE AND IN ANY EVENT WITHIN
90 DAYS AFTER THE CLOSE OF EACH FISCAL YEAR, A COPY OF THE ANNUAL AUDIT REPORT
OF THE COMPANY AND ITS SUBSIDIARIES FOR SUCH FISCAL YEAR, INCLUDING THEREIN
CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF EARNINGS AND CASH FLOWS OF THE
COMPANY AND ITS SUBSIDIARIES AS AT THE END OF SUCH FISCAL