HAVE RECEIVED ON
OR PRIOR TO THE CLOSING DATE EACH OF THE FOLLOWING, EACH DATED THE CLOSING DATE
UNLESS OTHERWISE AGREED BY THE ADMINISTRATIVE AGENT, IN FORM AND SUBSTANCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT AND EACH LENDER:
3.1.1.A
THIS AGREEMENT DULY EXECUTED BY HOLDINGS AND THE BORROWER AND, FOR THE
ACCOUNT OF EACH LENDER HAVING REQUESTED THE SAME BY NOTICE TO THE ADMINISTRATIVE
AGENT AND THE BORROWER RECEIVED BY EACH AT LEAST 3 BUSINESS DAYS PRIOR TO THE
CLOSING DATE (OR SUCH LATER DATE AS MAY BE AGREED BY THE BORROWER), NOTES IN
EACH APPLICABLE FACILITY CONFORMING TO THE REQUIREMENTS SET FORTH IN
SECTION 2.14(E);
3.1.1.B
THE GUARANTY AND SECURITY AGREEMENT, DULY EXECUTED BY EACH LOAN PARTY,
TOGETHER WITH (A) COPIES OF UCC, INTELLECTUAL PROPERTY AND OTHER APPROPRIATE
SEARCH REPORTS AND OF ALL EFFECTIVE PRIOR FILINGS LISTED THEREIN, TOGETHER WITH
EVIDENCE OF THE TERMINATION OF SUCH
67
PRIOR FILINGS AND OTHER DOCUMENTS WITH RESPECT TO THE PRIORITY OF THE SECURITY
INTEREST OF THE ADMINISTRATIVE AGENT IN THE COLLATERAL, IN EACH CASE AS MAY BE
REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT, (B) ALL DOCUMENTS REPRESENTING
ALL SECURITIES BEING PLEDGED PURSUANT TO SUCH GUARANTY AND SECURITY AGREEMENT
AND RELATED UNDATED POWERS OR ENDORSEMENTS DULY EXECUTED IN BLANK AND (C) ALL
CONTROL AGREEMENTS THAT, IN THE REASONABLE JUDGMENT OF THE ADMINISTRATIVE AGENT,
ARE REQUIRED FOR THE LOAN PARTIES TO COMPLY WITH THE LOAN DOCUMENTS AS OF THE
CLOSING DATE, EACH DULY EXECUTED BY, IN ADDITION TO THE APPLICABLE LOAN PARTY,
THE APPLICABLE FINANCIAL INSTITUTION;
3.1.1.C
DULY EXECUTED FAVORABLE OPINIONS OF COUNSEL TO THE LOAN PARTIES IN
ILLINOIS, ONTARIO, QUEBEC AND NOVA SCOTIA EACH ADDRESSED TO THE ADMINISTRATIVE
AGENT, THE L/C ISSUERS AND THE LENDERS AND ADDRESSING SUCH MATTERS AS THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST;
3.1.1.D
A COPY OF EACH CONSTITUENT DOCUMENT OF EACH LOAN PARTY THAT IS ON FILE
WITH ANY GOVERNMENTAL AUTHORITY IN ANY JURISDICTION, CERTIFIED AS OF A RECENT
DATE BY SUCH GOVERNMENTAL AUTHORITY, TOGETHER WITH, IF APPLICABLE, CERTIFICATES
ATTESTING TO THE GOOD STANDING OF SUCH LOAN PARTY IN SUCH JURISDICTION AND EACH
OTHER JURISDICTION WHERE SUCH LOAN PARTY IS QUALIFIED TO DO BUSINESS AS A
FOREIGN ENTITY OR WHERE SUCH QUALIFICATION IS NECESSARY (AND, IF APPROPRIATE IN
ANY SUCH JURISDICTION, RELATED TAX CERTIFICATES);
3.1.1.E
A CERTIFICATE OF THE SECRETARY OR OTHER OFFICER OF EACH LOAN PARTY IN
CHARGE OF MAINTAINING BOOKS AND RECORDS OF SUCH LOAN PARTY CERTIFYING AS TO (A)
THE NAMES AND SIGNATURES OF EACH OFFICER OF SUCH LOAN PARTY AUTHORIZED TO
EXECUTE AND DELIVER ANY LOAN DOCUMENT, (B) THE CONSTITUENT DOCUMENTS OF SUCH
LOAN PARTY ATTACHED TO SUCH CERTIFICATE ARE COMPLETE AND CORRECT COPIES OF SUCH
CONSTITUENT DOCUMENTS AS IN EFFECT ON THE DATE OF SUCH CERTIFICATION (OR, FOR
ANY SUCH CONSTITUENT DOCUMENT DELIVERED PURSUANT TO CLAUSE (V) ABOVE, THAT THERE
HAVE BEEN NO CHANGES FROM SUCH CONSTITUENT DOCUMENT SO DELIVERED) AND (C) THE
RESOLUTIONS OF SUCH LOAN PARTY'S BOARD OF DIRECTORS OR OTHER APPROPRIATE
GOVERNING BODY APPROVING AND AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE