AFFIRMATIVE COVENANTS

Each Loan Party covenants and agrees with each Lender that so long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation shall remain unpaid or unsatisfied unless the Required Lenders consent in writing, each Loan Party shall, and shall cause each of its Restricted Subsidiaries to:

7.1                                 Financial Statements.  Maintain for itself and the Restricted Subsidiaries, on a consolidated basis, a system of accounting established and administered in accordance with GAAP and deliver to the Administrative Agent who will make available to each Lender:

(a)                                  as soon as available, not later than 90 days after the end of each fiscal year, a copy of the annual audited consolidated balance sheet of the Borrower and the Restricted Subsidiaries as at the end of such year, and the related consolidated statements of operations and retained earnings, comprehensive income and cash flows for such year, setting forth in each case in comparative form the figures for the previous fiscal year; the Borrower’s financial statements shall be accompanied by the unqualified opinion (or, if qualified, of a non-material nature (e.g. FASB changes of accounting principles) or nothing indicative of going concern or material misrepresentation nature) and a copy of the management letter of Deloitte & Touche LLP or other nationally recognized independent public accounting firm acceptable to the Administrative Agent (the

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AFFIRMATIVE COVENANTS