OF EACH LOAN DOCUMENT TO WHICH SUCH LOAN PARTY IS A PARTY;
3.1.1.F
A CERTIFICATE OF A RESPONSIBLE OFFICER OF THE BORROWER ON BEHALF OF
THE BORROWER TO THE EFFECT THAT (A) EACH CONDITION SET FORTH IN SECTION 3.2(B)
HAS BEEN SATISFIED AND (B) BOTH THE LOAN PARTIES TAKEN AS A WHOLE AND THE
BORROWER ARE SOLVENT AFTER GIVING EFFECT TO THE INITIAL LOANS AND LETTERS OF
CREDIT, THE CONSUMMATION OF THE RELATED TRANSACTIONS, THE APPLICATION OF THE
PROCEEDS THEREOF IN ACCORDANCE WITH SECTION 7.9 AND THE PAYMENT OF ALL ESTIMATED
LEGAL, ACCOUNTING AND OTHER FEES AND EXPENSES RELATED HERETO AND THERETO AND (C)
ATTACHED THERETO IS A COMPLETE AND CORRECT COPY OF THE CANADIAN FACILITY CREDIT
AGREEMENT;
3.1.1.G
INSURANCE CERTIFICATES IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT DEMONSTRATING THAT THE INSURANCE POLICIES REQUIRED BY
SECTION 7.5 ARE IN FULL FORCE AND EFFECT AND HAVE ALL ENDORSEMENTS REQUIRED BY
SUCH SECTION 7.5; AND
3.1.1.H
SUCH OTHER DOCUMENTS AND INFORMATION AS ANY LENDER THROUGH THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST.
3.1.2
FEE AND EXPENSES.
THERE SHALL HAVE BEEN PAID TO THE ADMINISTRATIVE
AGENT, FOR THE ACCOUNT OF THE ADMINISTRATIVE AGENT, ITS RELATED PERSONS, ANY L/C
ISSUER OR ANY LENDER, AS THE CASE MAY BE, ALL FEES AND ALL REIMBURSEMENTS OF
COSTS OR EXPENSES, IN EACH CASE DUE AND PAYABLE UNDER ANY LOAN DOCUMENT ON OR
BEFORE THE CLOSING DATE.
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3.1.3
CONSENTS.
EACH GROUP MEMBER SHALL HAVE RECEIVED ALL CONSENTS AND
AUTHORIZATIONS REQUIRED PURSUANT TO ANY MATERIAL CONTRACTUAL OBLIGATION WITH ANY
OTHER PERSON AND SHALL HAVE OBTAINED ALL PERMITS OF, AND EFFECTED ALL NOTICES TO
AND FILINGS WITH, ANY GOVERNMENTAL AUTHORITY, IN EACH CASE, AS MAY BE NECESSARY
IN CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED IN ANY LOAN
DOCUMENT.
3.1.4
RELATED TRANSACTIONS.
THE ADMINISTRATIVE AGENT SHALL BE SATISFIED
THAT THE RELATED TRANSACTIONS HAVE BEEN CONSUMMATED IN ACCORDANCE WITH THE
CANADIAN FACILITY LOAN DOCUMENTS.
3.1.5
LOAN DOCUMENTS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ON OR
BEFORE THE CLOSING DATE ALL OF THE AGREEMENTS, DOCUMENTS, INSTRUMENTS AND OTHER
ITEMS SET FORTH ON THE CLOSING CHECKLIST ATTACHED HERETO AS EXHIBIT J, EACH IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT;
3.1.6
AVAILABILITY.
NO REVOLVING LOANS SHALL BE ADVANCED ON THE CLOSING
DATE, AND AFTER GIVING EFFECT TO THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREUNDER, THE PAYMENT OF ALL COSTS AND EXPENSES IN CONNECTION
THEREWITH, THE FUNDING OF THE INITIAL LOANS AND ISSUANCE OF THE INITIAL LETTERS
OF CREDIT, AVAILABILITY SHALL BE NOT LESS THAN $150,000,000.
3.1.7
CONSOLIDATED EBITDA; CONSOLIDATED LEVERAGE RATIO.
THE BORROWER
SHALL HAVE DELIVERED EVIDENCE TO THE SATISFACTION OF THE ADMINISTRATIVE AGENT
THAT: (I) CONSOLIDATED EBITDA OF HOLDINGS AND ITS SUBSIDIARIES FOR THE FOUR
FISCAL QUARTERS ENDING SEPTEMBER 30, 2006 (ADJUSTED ON A PRO FORMA BASIS FOR
ACQUISITIONS CONSUMMATED BY THE BORROWER DURING SUCH PERIOD AND FOR VERIFIABLE
COST ADDBACKS APPROVED BY THE ADMINISTRATIVE AGENT) ("PRO FORMA CONSOLIDATED
EBITDA") IS NOT LESS THAN $126,000,000 AND (II) THE CONSOLIDATED LEVERAGE RATIO
OF HOLDINGS AND ITS SUBSIDIARIES