WITH RESPECT TO WHICH THE AGENT HAS OTHERWISE CONSENTED) AND WHICH
IS NECESSARY IN ORDER TO RENDER THE REPRESENTATIONS AND WARRANTIES OF THE
BORROWER AND ITS SUBSIDIARIES GIVEN IN THE LOAN DOCUMENTS TRUE AND CORRECT,
PROVIDED THAT ANY SUCH SUPPLEMENTS SHALL NOT BE REQUIRED MORE THAN ONCE EVERY
YEAR AND SUCH SCHEDULES SHALL BE DEEMED AUTOMATICALLY UPDATED BY INFORMATION
CONTAINED IN EACH COMPLIANCE CERTIFICATE AND ALL SEC FILINGS WITHOUT THE NEED
FOR ANY FURTHER ACTION ON THE PART OF THE BORROWER OR ANY SUBSIDIARY.
(B)
THE BORROWER SHALL HAVE PAID THE FEES SPECIFIED IN SUBSECTION 1.5
AND ALL OTHER AMOUNTS (INCLUDING REIMBURSEMENT FOR LEGAL FEES) OWING FROM THE
BORROWER TO THE AGENT AND LENDERS FROM AND AFTER THE CLOSING DATE IN ACCORDANCE
WITH THE TERMS HEREOF.
(C)
EXCEPT IN CONNECTION WITH PERMITTED ACQUISITIONS IN ACCORDANCE
WITH SUBSECTION 6.17.B, IF ANY PORTION OF THE REQUESTED LOAN IS TO BE USED TO
FUND AN ACQUISITION, AT LEAST FIVE (5) BANKING DAYS PRIOR TO THE CONSUMMATION OF
ANY SUCH ACQUISITION, THE BORROWER SHALL HAVE DELIVERED TO THE AGENT A
CERTIFICATE, SIGNED BY THE CHIEF EXECUTIVE OFFICER OR CHIEF FINANCIAL OFFICER OF
THE BORROWER, CERTIFYING THAT SUCH ACQUISITION IS A PERMITTED ACQUISITION UNDER
SUBSECTION 6.17.A.
20
(D)
WITHIN THIRTY (30) DAYS OF THE CLOSING DATE, THE BORROWER SHALL
DELIVER TO THE AGENT EVIDENCE OF INSURANCE COVERAGE FOR EACH FOREIGN SUBSIDIARY
IN COMPLIANCE WITH SUBSECTION 5.3.
(E)
WITHIN FORTY-FIVE (45) DAYS OF THE CLOSING DATE, THE BORROWER
SHALL DELIVER TO THE AGENT EVIDENCE OF THE TERMINATION OF THE FINANCING
STATEMENTS IDENTIFIED ON SCHEDULE 4.1(E).
SECTION 5.
AFFIRMATIVE COVENANTS.
So long as any of the Loans shall remain available to the Borrower, and until
the principal of and interest on the Notes and all fees due hereunder and all of
the Borrower's obligations to the Agent and Lenders hereunder shall have been
paid in full, the Borrower agrees that:
5.1.
FINANCIAL STATEMENTS, FIELD AUDITS ETC.
THE BORROWER WILL FURNISH
OR CAUSE TO BE FURNISHED TO THE AGENT:
(A)
WITHIN ONE HUNDRED TWENTY (120) DAYS AFTER THE END OF EACH FISCAL
YEAR OF THE BORROWER, (I) THE AUDITED CONSOLIDATED BALANCE SHEETS OF THE
BORROWER AND ITS SUBSIDIARIES AS AT THE END OF SUCH YEAR, AND (II) THE RELATED
AUDITED CONSOLIDATED STATEMENTS OF INCOME AND SURPLUS AND CASH FLOWS FOR SUCH
YEAR, SETTING FORTH IN COMPARATIVE FORM WITH RESPECT TO SUCH CONSOLIDATED
FINANCIAL STATEMENTS FIGURES FOR THE PREVIOUS FISCAL YEAR, ALL IN REASONABLE
DETAIL, TOGETHER WITH THE OPINION THEREON OF INDEPENDENT PUBLIC ACCOUNTANTS
SELECTED BY THE BORROWER WITH AN ESTABLISHED NATIONAL OR REGIONAL REPUTATION,
WHICH OPINION SHALL BE IN A FORM GENERALLY RECOGNIZED AS UNQUALIFIED AND SHALL
STATE THAT SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP
APPLIED ON A BASIS CONSISTENT WITH THAT OF THE PRECEDING FISCAL YEAR (EXCEPT FOR
CHANGES, IF ANY, WHICH SHALL BE SPECIFIED AND APPROVED IN SUCH OPINION) AND THAT
THE AUDIT BY SUCH ACCOUNTANTS IN CONNECTION WITH SUCH FINANCIAL STATEMENTS HAS
BEEN MADE IN ACCORDANCE WITH GENERALLY ACCEPTED AUDITING