SATISFACTORY IN ALL RESPECTS TO AGENT, (II) THE BOOKS AND
RECORDS OF BORROWERS AND SUCH BOOKS AND RECORDS SHALL BE SATISFACTORY IN ALL
RESPECTS TO AGENT AND (III) TRADE REFERENCES SATISFACTORY IN ALL RESPECTS TO
AGENT;
(U)
CLOSING CERTIFICATE.
AGENT SHALL HAVE RECEIVED A CLOSING CERTIFICATE
SIGNED BY THE CHIEF FINANCIAL OFFICER OF EACH BORROWER DATED AS OF THE DATE
HEREOF, STATING THAT (I) ALL REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS
AGREEMENT AND THE OTHER DOCUMENTS ARE TRUE AND CORRECT ON AND AS OF SUCH DATE,
(II) BORROWERS ARE ON SUCH DATE IN COMPLIANCE WITH ALL THE TERMS AND PROVISIONS
SET FORTH IN THIS AGREEMENT AND THE OTHER DOCUMENTS AND (III) ON SUCH DATE NO
DEFAULT OR EVENT OF DEFAULT HAS OCCURRED OR IS CONTINUING;
(V)
BORROWING BASE.
AGENT SHALL HAVE RECEIVED AN EXECUTED BORROWING BASE
CERTIFICATE DATED AS OF THE SECOND RESTATED CLOSING DATE IN FORM AND SUBSTANCE
SATISFACTORY TO AGENT;
(W)
UNDRAWN AVAILABILITY.
AFTER GIVING EFFECT TO THE INITIAL ADVANCES
HEREUNDER, BORROWERS SHALL HAVE UNDRAWN AVAILABILITY OF AT LEAST
$35,000,000.00.
CASH BALANCE IN BLOCKED ACCOUNTS OR FUNDS IN ACCOUNTS WITH
AGENT SHALL BE INCLUDED FOR THE PURPOSES OF TESTING UNDRAWN AVAILABILITY ON THE
SECOND RESTATED CLOSING DATE;
(X)
COMPLIANCE WITH LAWS.
AGENT SHALL BE REASONABLY SATISFIED THAT EACH
BORROWER IS IN COMPLIANCE WITH ALL PERTINENT FEDERAL, STATE, LOCAL, PROVINCIAL,
FOREIGN OR TERRITORIAL REGULATIONS, INCLUDING THOSE WITH RESPECT TO THE FEDERAL
OCCUPATIONAL SAFETY AND HEALTH ACT, THE ENVIRONMENTAL PROTECTION ACT, ERISA AND
THE TRADING WITH THE ENEMY ACT AND ANY CANADIAN EQUIVALENT THEREOF.
(Y)
REASONABLE ASSURANCES.
AGENT SHALL HAVE RECEIVED AND BE SATISFIED WITH
AN ANALYSIS BY AGENT'S COUNSEL OF THE APPLICABILITY OF MECHANIC'S LIENS AND/OR
LIENS AGAINST MINERAL PROPERTY IN THE BORROWERS' INDUSTRY AS THEY RELATE TO
SUBCONTRACTORS, ACCOUNTS PAYABLE RISKS AND RESERVATIONS FROM BORROWING BASE.
(Z)
FIELD EXAMINATION.
AGENT SHALL HAVE RECEIVED A SATISFACTORY
ASSET-BASED FIELD EXAMINATION TO BE COMPLETED BY EXAMINERS SELECTED BY AGENT.
78
(AA)
EQUITY OFFERING.
AGENT SHALL HAVE RECEIVED EVIDENCE THAT THE BORROWERS
HAVE RAISED SUFFICIENT EQUITY CAPITAL, ON TERMS AND CONDITIONS SATISFACTORY TO
AGENT, TO PAY-OFF THE INVESTOR NOTES IN FULL (THE "2006 EQUITY OFFERING").
(BB)
OTHER DOCUMENTS.
AGENT SHALL HAVE RECEIVED (I) THE EXECUTED PLEDGE
AGREEMENTS, AND (II) THE EXECUTED OTHER DOCUMENTS, ALL IN FORM AND SUBSTANCE
SATISFACTORY TO AGENT.
(CC)
PAYOFF OF DEBT AND RELEASE OF LIENS.
BORROWERS SHALL HAVE PAID IN FULL
ALL EXISTING DEBTS AND OBLIGATIONS, EXCEPT THOSE LISTED ON SCHEDULE 7.8, AND
AGENT SHALL HAVE RECEIVED EVIDENCE OF THESE PAYOFFS IN FORM AND SUBSTANCE
SATISFACTORY TO AGENT.
ALL LIENS AGAINST BORROWERS SHALL HAVE BEEN RELEASED,
EXCEPT THOSE LISTED ON SCHEDULE 1.2.
(DD)
OTHER.
ALL CORPORATE AND OTHER PROCEEDINGS, ALL BACKGROUND AND REFERENCE
CHECKS, EXAMINATIONS AND OTHER INVESTIGATIONS, AND ALL DOCUMENTS, INSTRUMENTS
AND OTHER LEGAL MATTERS IN CONNECTION WITH THIS AGREEMENT AND THE OTHER
DOCUMENTS (INCLUDING, BUT NOT LIMITED TO, THOSE RELATING TO THE CORPORATE AND
CAPITAL STRUCTURES OF BORROWERS) SHALL BE SATISFACTORY IN FORM AND SUBSTANCE TO
AGENT AND ITS COUNSEL.
8.2.
Conditions to Each