THE BANK ACT SECURITY)
SHALL HAVE BEEN DULY EXECUTED BY THE PARTIES THERETO AND DELIVERED TO THE
COLLATERAL AGENT, AND SHALL BE IN FULL FORCE AND EFFECT.
THE BANK ACT SECURITY
SHALL HAVE BEEN DULY EXECUTED BY THE PARTIES THERETO AND DELIVERED TO EACH
REVOLVING (CANADIAN) LENDER AND EACH TRANCHE C LENDER THAT IS A CANADIAN
CHARTERED BANK LISTED IN SCHEDULE I, II OR III OF THE BANK ACT (CANADA) AND ALL
APPROPRIATE FILINGS AND REGISTRATIONS SHALL HAVE BEEN MADE IN ORDER TO PROVIDE
TO EACH SUCH LENDER ENFORCEABLE BANK ACT SECURITY.
THE COLLATERAL AGENT, ON
BEHALF OF THE SECURED PARTIES, SHALL HAVE A SECURITY INTEREST OR HYPOTHEC IN THE
COLLATERAL OF THE TYPE AND PRIORITY OR RANK DESCRIBED IN EACH SECURITY DOCUMENT.
(G)
THE COLLATERAL AGENT SHALL HAVE RECEIVED (I) THE RESULTS OF A SEARCH OF THE
UNIFORM COMMERCIAL CODE FILINGS MADE WITH RESPECT TO THE LOAN PARTIES IN THE
STATES OF FORMATION OF SUCH PERSONS AND IN WHICH THE CHIEF EXECUTIVE OFFICE OF
EACH SUCH PERSON IS LOCATED, TOGETHER WITH COPIES OF THE FINANCING STATEMENTS
DISCLOSED BY SUCH SEARCH AND (II) THE RESULTS OF EQUIVALENT SEARCHES MADE IN
EACH OTHER JURISDICTION REASONABLY REQUESTED BY THE SENIOR AGENTS, IN EACH CASE
ACCOMPANIED BY EVIDENCE REASONABLY SATISFACTORY TO THE SENIOR AGENTS THAT THE
LIENS INDICATED IN ANY SUCH FINANCING STATEMENT (OR SIMILAR DOCUMENT) OR
OTHERWISE DISCLOSED IN SUCH SEARCHES WOULD BE PERMITTED UNDER SECTION 7.02 OR
HAVE BEEN RELEASED.
(H)
NONE OF THE MORTGAGED PROPERTIES SHALL BE SUBJECT TO ANY LIEN OTHER THAN
THOSE EXPRESSLY PERMITTED UNDER SECTION 7.02 AND OTHER ENCUMBRANCES PERMITTED BY
THE RELEVANT MORTGAGE.
THE SENIOR AGENTS SHALL HAVE RECEIVED A LENDER'S TITLE
INSURANCE POLICY OR, IN THE CASE OF MORTGAGED PROPERTY LOCATED IN CANADA, EXCEPT
AS OTHERWISE AGREED TO BY THE SENIOR AGENTS, A WRITTEN LEGAL OPINION, PAID FOR
BY THE BORROWERS, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE SENIOR
AGENTS, INSURING OR OPINING, AS THE CASE MAY BE, THAT EACH MORTGAGE RELATING TO
ANY MORTGAGED PROPERTY CONSTITUTES A FIRST LIEN ON SUCH MORTGAGED PROPERTY
(SUBJECT TO ANY LIEN EXPRESSLY PERMITTED BY SECTION 7.02 OR OTHERWISE AGREED TO
BY THE SENIOR AGENTS), AND THE COLLATERAL AGENT SHALL HAVE RECEIVED SUCH OTHER
DOCUMENTS RELATING TO MORTGAGED PROPERTIES AS REASONABLY REQUESTED IN WRITING BY
THE SENIOR AGENTS.
(I)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED COPIES OF, OR AN INSURANCE
BROKER'S OR AGENT'S CERTIFICATE AS TO COVERAGE UNDER, THE INSURANCE POLICIES
REQUIRED BY SECTION 6.02 AND THE APPLICABLE PROVISIONS OF THE SECURITY
DOCUMENTS, EACH OF WHICH POLICIES SHALL BE ENDORSED OR OTHERWISE AMENDED TO
INCLUDE A LOSS PAYABLE ENDORSEMENT WITH RESPECT TO THE COLLATERAL AND TO NAME
THE COLLATERAL AGENT AS ADDITIONAL INSURED, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT.
101
(J)
THE COLLATERAL AGENT SHALL HAVE RECEIVED A REASONABLY SATISFACTORY
PERFECTION CERTIFICATE WITH RESPECT TO THE LOAN PARTIES DATED THE CLOSING DATE
AND DULY EXECUTED BY A RESPONSIBLE OFFICER OF SSCC.
(K)
THE MERGER SHALL HAVE BEEN, OR SUBSTANTIALLY SIMULTANEOUSLY WITH THE
INITIAL