AND THE
ABSENCE OF FOOTNOTES;
(C)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL
STATEMENTS UNDER CLAUSE (A) OR (B) ABOVE, A COMPLIANCE CERTIFICATE OF A
FINANCIAL OFFICER OF THE BORROWER IN THE FORM ATTACHED AS EXHIBIT F
(I) CERTIFYING AS TO WHETHER A DEFAULT HAS OCCURRED AND, IF A DEFAULT HAS
OCCURRED, SPECIFYING THE DETAILS THEREOF AND ANY ACTION TAKEN OR PROPOSED TO BE
TAKEN WITH RESPECT THERETO, (II) SETTING FORTH REASONABLY DETAILED
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CALCULATIONS CONFIRMING THE BORROWER'S TOTAL DEBT TO EBITDA RATIO AND
DEMONSTRATING COMPLIANCE WITH EACH OF THE FINANCIAL COVENANTS, AND (III) STATING
WHETHER ANY CHANGE IN GAAP OR IN THE APPLICATION THEREOF HAS OCCURRED SINCE THE
DATE OF THE AUDITED FINANCIAL STATEMENTS REFERRED TO IN SECTION 3.04 AND, IF ANY
SUCH CHANGE HAS OCCURRED, SPECIFYING THE EFFECT OF SUCH CHANGE ON THE FINANCIAL
STATEMENTS ACCOMPANYING SUCH CERTIFICATE;
(D)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL
STATEMENTS UNDER CLAUSE (A) ABOVE, A CERTIFICATE OF THE ACCOUNTING FIRM THAT
REPORTED ON SUCH FINANCIAL STATEMENTS STATING WHETHER THEY OBTAINED KNOWLEDGE
DURING THE COURSE OF THEIR EXAMINATION OF SUCH FINANCIAL STATEMENTS OF ANY
DEFAULT (WHICH CERTIFICATE MAY BE LIMITED TO THE EXTENT REQUIRED BY ACCOUNTING
RULES OR GUIDELINES);
(E)
CONCURRENTLY AS THE SAME BECOME PUBLICLY
AVAILABLE, COPIES (OR EMAIL NOTICE) OF ALL PERIODIC AND OTHER REPORTS, PROXY
STATEMENTS AND OTHER MATERIALS, INCLUDING EACH 20-F AND 6-K, FILED BY THE
BORROWER OR ANY SUBSIDIARY WITH THE SECURITIES AND EXCHANGE COMMISSION, THE
ONTARIO SECURITIES COMMISSION OR ANY GOVERNMENTAL AUTHORITY SUCCEEDING TO ANY OR
ALL OF THE FUNCTIONS OF SAID COMMISSIONS, OR WITH ANY NATIONAL SECURITIES
EXCHANGE, OR DISTRIBUTED BY THE BORROWER TO ITS SHAREHOLDERS GENERALLY, AS THE
CASE MAY BE;
(F)
NO LATER THAN 30 DAYS FOLLOWING THE FIRST
DAY OF EACH FISCAL YEAR OF THE BORROWER, THE ANNUAL CONSOLIDATED BUDGET OF THE
BORROWER AS PREPARED BY MANAGEMENT OF THE BORROWER AND APPROVED BY THE
BORROWER'S BOARD OF DIRECTORS AND IN FORM REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT; AND
(G)
PROMPTLY FOLLOWING ANY REQUEST THEREFOR,
SUCH OTHER INFORMATION REGARDING THE OPERATIONS, BUSINESS AFFAIRS AND FINANCIAL
CONDITION OF THE BORROWER OR ANY SUBSIDIARY, OR COMPLIANCE WITH THE TERMS OF
THIS AGREEMENT, AS THE ADMINISTRATIVE AGENT OR ANY LENDER MAY REASONABLY
REQUEST.
SECTION 5.02
Notices of Material Events.
The Borrower will furnish to the Administrative Agent and each Lender prompt
written notice of the following:
(A)
THE OCCURRENCE OF ANY DEFAULT;
(B)
THE FILING OR COMMENCEMENT OF ANY ACTION,
SUIT OR PROCEEDING BY OR BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY AGAINST
OR AFFECTING THE BORROWER OR ANY AFFILIATE THEREOF THAT (I)
IF ADVERSELY
DETERMINED, COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT,
(II) SEEKS DAMAGES IN EXCESS OF $20,000,000, (III) SEEKS INJUNCTIVE RELIEF THAT
COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT,
(IV) ALLEGES CRIMINAL MISCONDUCT BY THE BORROWER OR ANY OTHER LOAN PARTY,
(V) ALLEGES THE VIOLATION OF ANY LAW REGARDING, OR SEEKS REMEDIES IN CONNECTION
WITH, ANY ENVIRONMENTAL LAWS WHICH, IN ANY CASE, COULD REASONABLY BE EXPECTED TO