ACCEPTABLE TO U.S. AGENT), DULY ENDORSED
IN SUCH MANNER AS THE APPLICABLE AGENT SHALL REQUEST).
7.
AFFIRMATIVE COVENANTS.
Each Borrower covenants and agrees with Agents and the Lenders that prior to the
payment of all Obligations and the termination of all Commitments it will do or
cause to be done, and cause each other Obligor (unless limited by the language
of the applicable provision to less than all of the Obligors) to do or cause to
be done, each and all of the following:
7.1
TAXES, EXISTENCE, REGULATIONS, PROPERTY,
ETC.
AT ALL TIMES, EXCEPT WHERE FAILURE OR NONCOMPLIANCE COULD NOT REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT: (A) PAY WHEN DUE ALL TAXES AND
GOVERNMENTAL CHARGES OF EVERY KIND UPON IT OR AGAINST ITS INCOME, PROFITS OR
PROPERTY, UNLESS AND ONLY TO THE EXTENT THAT THE SAME SHALL BE CONTESTED IN GOOD
FAITH AND ADEQUATE RESERVES IN ACCORDANCE WITH GAAP HAVE BEEN ESTABLISHED
THEREFOR; (B) EXCEPT AS PERMITTED BY SECTION 8.4, DO ALL THINGS NECESSARY TO
PRESERVE ITS EXISTENCE, QUALIFICATIONS, RIGHTS AND FRANCHISES; (C) COMPLY WITH
ALL APPLICABLE LEGAL REQUIREMENTS (INCLUDING WITHOUT LIMITATION REQUIREMENTS OF
ENVIRONMENTAL LAW) IN RESPECT OF THE CONDUCT OF ITS BUSINESS AND THE OWNERSHIP
OF ITS PROPERTY; AND (D) CAUSE ITS PROPERTY TO BE PROTECTED, MAINTAINED AND KEPT
IN GOOD REPAIR, ORDINARY WEAR AND TEAR EXCEPTED, AND MAKE ALL REPLACEMENTS AND
ADDITIONS TO SUCH PROPERTY AS MAY BE REASONABLY NECESSARY TO CONDUCT ITS
BUSINESS PROPERLY AND EFFICIENTLY IN ACCORDANCE WITH PAST PRACTICES.
7.2
FINANCIAL STATEMENTS AND INFORMATION.
FURNISH TO AGENTS AND EACH LENDER EACH OF THE FOLLOWING: (A) WITHIN 5 BUSINESS
DAYS AFTER THE REQUIRED SEC FILING DATE FOR EACH FISCAL YEAR, ANNUAL FINANCIAL
STATEMENTS OF U.S. BORROWER AND ITS CONSOLIDATED SUBSIDIARIES AS FILED WITH THE
SEC; (B) WITHIN 5 BUSINESS DAYS AFTER THE REQUIRED SEC FILING DATE FOR EACH
FISCAL QUARTER, QUARTERLY FINANCIAL STATEMENTS OF U.S. BORROWER AND ITS
CONSOLIDATED SUBSIDIARIES AS FILED WITH THE SEC; (C) CONCURRENTLY WITH THE
FINANCIAL STATEMENTS PROVIDED FOR IN SUBSECTIONS 7.2(A) AND (B) HEREOF, SUCH
SCHEDULES, COMPUTATIONS AND OTHER INFORMATION, IN REASONABLE DETAIL, AS MAY BE
REASONABLY REQUIRED BY AGENTS TO DEMONSTRATE COMPLIANCE WITH THE COVENANTS SET
FORTH HEREIN OR REFLECTING ANY NON-COMPLIANCE THEREWITH AS OF THE APPLICABLE
DATE, ALL CERTIFIED AND SIGNED BY A DULY AUTHORIZED OFFICER OF U.S. BORROWER AS
TRUE AND CORRECT IN ALL MATERIAL RESPECTS TO THE BEST KNOWLEDGE OF SUCH OFFICER
AND, COMMENCING WITH THE QUARTERLY FINANCIAL STATEMENTS PREPARED AS OF JANUARY
31, 2006, A COMPLIANCE CERTIFICATE ("COMPLIANCE CERTIFICATE") SUBSTANTIALLY IN
THE FORM OF EXHIBIT F HERETO, DULY EXECUTED BY SUCH AUTHORIZED OFFICER; (D)
CONCURRENTLY WITH THE FINANCIAL STATEMENTS PROVIDED FOR IN SUBSECTION 7.2(A)
HEREOF, PROJECTED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THEN CURRENT FISCAL
YEAR; (E) WITHIN 120 DAYS AFTER THE END OF EACH FISCAL YEAR, THE ANNUAL
UNAUDITED FINANCIAL STATEMENTS OF THE CANADIAN BORROWERS AND THEIR RESPECTIVE
CONSOLIDATED SUBSIDIARIES, THE U.K. BORROWER AND ITS CONSOLIDATED SUBSIDIARIES
AND THE SINGAPORE BORROWER AND ITS CONSOLIDATED SUBSIDIARIES; (F) PROMPTLY UPON
THEIR BECOMING PUBLICLY AVAILABLE,