TELECOPIES (FOLLOWED PROMPTLY BY ORIGINALS) UNLESS
OTHERWISE SPECIFIED, EACH PROPERLY EXECUTED BY A RESPONSIBLE OFFICER (OR A VICE
PRESIDENT, IN THE CASE OF SECURITY DOCUMENTS AND GUARANTIES, OR A SECRETARY OR
ASSISTANT SECRETARY, IN THE CASE OF CERTIFICATES) OF THE SIGNING LOAN PARTY,
EACH DATED THE CLOSING DATE (OR, IN THE CASE OF CERTIFICATES OF GOVERNMENTAL
OFFICIALS, A RECENT DATE BEFORE THE CLOSING DATE) AND EACH IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE US ADMINISTRATIVE AGENT AND EACH OF THE LENDERS:
71
(I)
EXECUTED COUNTERPARTS OF THIS AGREEMENT AND THE GUARANTY,
SUFFICIENT IN NUMBER FOR DISTRIBUTION TO THE US ADMINISTRATIVE AGENT, EACH
LENDER AND EACH BORROWER;
(II)
A NOTE EXECUTED BY THE US BORROWER OR THE CANADIAN BORROWER, AS
APPLICABLE, IN FAVOR OF EACH LENDER REQUESTING A NOTE;
(III)
EACH SECURITY DOCUMENT LISTED IN THE SECURITY SCHEDULE;
(IV)
SUCH CERTIFICATES OF RESOLUTIONS OR OTHER ACTION, INCUMBENCY
CERTIFICATES AND/OR OTHER CERTIFICATES OF RESPONSIBLE OFFICERS OF EACH LOAN
PARTY AS THE US ADMINISTRATIVE AGENT MAY REQUIRE EVIDENCING THE IDENTITY,
AUTHORITY AND CAPACITY OF EACH RESPONSIBLE OFFICER THEREOF AUTHORIZED TO ACT AS
A RESPONSIBLE OFFICER IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS TO WHICH SUCH LOAN PARTY IS A PARTY;
(V)
SUCH DOCUMENTS AND CERTIFICATIONS AS THE US ADMINISTRATIVE AGENT
MAY REASONABLY REQUIRE TO EVIDENCE THAT EACH LOAN PARTY IS DULY ORGANIZED OR
FORMED, AND THAT EACH LOAN PARTY IS VALIDLY EXISTING, IN GOOD STANDING AND
QUALIFIED TO ENGAGE IN BUSINESS IN EACH JURISDICTION WHERE ITS OWNERSHIP, LEASE
OR OPERATION OF PROPERTIES OR THE CONDUCT OF ITS BUSINESS REQUIRES SUCH
QUALIFICATION;
(VI)
FAVORABLE OPINIONS OF VINSON & ELKINS LLP, COUNSEL TO THE LOAN
PARTIES, ADDRESSED TO THE US ADMINISTRATIVE AGENT AND EACH LENDER, AS TO THE
MATTERS SET FORTH IN EXHIBIT G AND SUCH OTHER MATTERS CONCERNING THE LOAN
PARTIES AND THE LOAN DOCUMENTS AS THE REQUIRED LENDERS MAY REASONABLY REQUEST,
AND FAVORABLE OPINIONS OF HOLME, ROBERTS AND OWEN, SPECIAL COLORADO, MONTANA,
UTAH AND WYOMING COUNSEL TO THE LOAN PARTIES, MORRISON & FOERSTER, SPECIAL
CALIFORNIA COUNSEL TO THE LOAN PARTIES, OF BENNETT JONES LLP SPECIAL ALBERTA
COUNSEL TO THE LOAN PARTIES, OF STEWART MCKELVEY STERLING SCALES SPECIAL NOVA
SCOTIA COUNSEL TO THE LOAN PARTIES, AND OF DUANE MORRIS LLP, SPECIAL
PENNSYLVANIA AND NEW JERSEY COUNSEL TO THE US BORROWER, IN EACH CASE ADDRESSED
TO THE US ADMINISTRATIVE AGENT, CANADIAN ADMINISTRATIVE AGENT, EACH LENDER AND
EACH L/C ISSUERS AS TO SUCH MATTERS CONCERNING THE LOAN PARTIES AND THE LOAN
DOCUMENTS AS THE US ADMINISTRATIVE AGENT MAY REASONABLY REQUEST;
(VII)
A CERTIFICATE OF A RESPONSIBLE OFFICER OF THE US BORROWER EITHER
(A) ATTACHING COPIES OF ALL CONSENTS, LICENSES AND APPROVALS REQUIRED IN
CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY EACH LOAN PARTY AND
THE VALIDITY AGAINST EACH LOAN PARTY OF THE LOAN DOCUMENTS TO WHICH IT IS A
PARTY, AND SUCH CONSENTS, LICENSES AND APPROVALS SHALL BE IN FULL FORCE AND
EFFECT, OR (B) STATING THAT NO SUCH CONSENTS, LICENSES OR APPROVALS ARE SO
REQUIRED;
(VIII)
THE INITIAL FINANCIAL