FUNDING ACCOUNT") AND THE CANADIAN BORROWER (THE "CANADIAN BORROWER FUNDING
ACCOUNT") TO WHICH THE US LENDERS OR THE CANADIAN LENDERS, AS APPLICABLE, ARE
AUTHORIZED BY THE RELEVANT BORROWER TO TRANSFER THE PROCEEDS OF ANY BORROWINGS
REQUESTED OR AUTHORIZED PURSUANT TO THIS AGREEMENT.
(I)
SOLVENCY. THE ADMINISTRATIVE AGENTS SHALL HAVE RECEIVED A
SOLVENCY CERTIFICATE FROM A FINANCIAL OFFICER.
(J)
BORROWING BASE CERTIFICATE. THE ADMINISTRATIVE AGENTS SHALL HAVE
RECEIVED A BORROWING BASE CERTIFICATE WHICH CALCULATES THE BORROWING BASE AS OF
MARCH 23, 2006.
(K)
CLOSING AVAILABILITY. AFTER GIVING EFFECT TO ALL BORROWINGS TO BE
MADE ON THE EFFECTIVE DATE AND THE ISSUANCE OF ANY LETTERS OF CREDIT ON THE
EFFECTIVE DATE AND PAYMENT OF ALL FEES AND EXPENSES DUE HEREUNDER, AND WITH ALL
OF THE LOAN PARTIES' INDEBTEDNESS, LIABILITIES, AND OBLIGATIONS CURRENT,
AVAILABILITY SHALL NOT BE LESS THAN US$20,000,000.
(L)
PLEDGED STOCK; STOCK POWERS; PLEDGED NOTES. THE APPLICABLE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (I) THE CERTIFICATES REPRESENTING THE
SHARES OF CAPITAL STOCK PLEDGED PURSUANT TO THE US SECURITY AGREEMENT AND THE
CANADIAN SECURITY AGREEMENT, TOGETHER WITH AN UNDATED STOCK POWER FOR EACH SUCH
CERTIFICATE EXECUTED IN BLANK BY A DULY AUTHORIZED OFFICER OF THE PLEDGOR
THEREOF, AND (II) EACH PROMISSORY NOTE (IF ANY) PLEDGED TO THE US ADMINISTRATIVE
AGENT OR THE CANADIAN ADMINISTRATIVE AGENT, AS THE CASE MAY BE, PURSUANT TO THE
US SECURITY AGREEMENT OR THE CANADIAN SECURITY AGREEMENT, AS THE CASE MAY BE,
ENDORSED (WITHOUT RECOURSE) IN BLANK (OR ACCOMPANIED BY AN EXECUTED TRANSFER
FORM IN BLANK) BY THE PLEDGOR THEREOF.
(M)
FILINGS, REGISTRATIONS AND RECORDINGS. EACH DOCUMENT (INCLUDING ANY
UNIFORM COMMERCIAL CODE FINANCING STATEMENT OR PPSA FINANCING
STATEMENT) REQUIRED BY THE COLLATERAL DOCUMENTS OR UNDER LAW OR REASONABLY
REQUESTED BY THE US ADMINISTRATIVE AGENT OR THE CANADIAN ADMINISTRATIVE AGENT,
AS APPLICABLE, TO BE FILED, REGISTERED OR RECORDED IN ORDER TO CREATE IN FAVOR
OF SUCH ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE LENDERS, A PERFECTED LIEN
ON THE COLLATERAL DESCRIBED THEREIN, PRIOR AND SUPERIOR IN RIGHT TO ANY OTHER
PERSON (OTHER THAN WITH RESPECT TO LIENS EXPRESSLY PERMITTED BY SECTION 6.02),
SHALL HAVE BEEN FILED OR SHALL BE IN PROPER FORM FOR FILING, REGISTRATION OR
RECORDATION.
(N)
MORTGAGES, ETC. THE US ADMINISTRATIVE AGENT OR THE CANADIAN
ADMINISTRATIVE AGENT, AS APPLICABLE, SHALL HAVE RECEIVED, WITH RESPECT TO EACH
PARCEL OF REAL PROPERTY LISTED ON SCHEDULE 4.01(N) WHICH IS REQUIRED, SUBJECT TO
THE INTERCREDITOR AGREEMENT, TO BE SUBJECT TO A LIEN IN FAVOR OF SUCH
ADMINISTRATIVE AGENT, EACH OF THE FOLLOWING, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO SUCH ADMINISTRATIVE AGENT:
(I)
A MORTGAGE ON SUCH PROPERTY; AND
(II)
EVIDENCE THAT A COUNTERPART OF THE MORTGAGE HAS BEEN DULY
EXECUTED, ACKNOWLEDGED AND DELIVERED, IN FORM SUITABLE FOR FILING AND RECORDING,
AS NECESSARY TO CREATE A VALID AND ENFORCEABLE SECOND PRIORITY LIEN IN FAVOR OF
SUCH ADMINISTRATIVE AGENT
69
FOR THE BENEFIT OF ITSELF AND THE LENDERS, WHICH LIEN SHALL BE SECOND IN
PRIORITY TO THE LIEN SECURING THE SENIOR SECURED NOTES.
(O)
TRANSACTIONS. THE TRANSACTIONS SHALL HAVE BEEN CONSUMMATED IN