of the proceeds of any Loans,
and no other extensions of credit hereunder, will be used (a) for "buying" or
"carrying" any "margin stock" within the respective meanings of each of the
quoted terms under Regulation U as now and from time to time hereafter in effect
for any purpose that violates the provisions of the Regulations of the Board or
(b) for any purpose that violates the provisions of the Regulations of the
Board. If requested by any Lender or either Administrative Agent, the relevant
Borrower will furnish to each Administrative Agent and each Lender a statement
to the foregoing effect in conformity with the requirements of FR Form G-3 or FR
Form U-1, as applicable, referred to in Regulation U.
ARTICLE IV.
CONDITIONS
SECTION 4.01
Effective Date. The obligations of the Lenders to make Loans
and issue Acceptances and of the Issuing Bank to issue Letters of Credit
hereunder shall not become effective until the date on which each of the
following conditions is satisfied (or waived by the Administrative Agents):
(A)
CREDIT AGREEMENT AND LOAN DOCUMENTS. THE ADMINISTRATIVE AGENTS (OR
THEIR COUNSEL) SHALL HAVE RECEIVED (I) FROM EACH PARTY HERETO EITHER (A) A
COUNTERPART OF THIS AGREEMENT SIGNED ON BEHALF OF SUCH PARTY OR (B) WRITTEN
EVIDENCE SATISFACTORY TO THE ADMINISTRATIVE AGENTS (WHICH MAY INCLUDE FACSIMILE
OR ELECTRONIC TRANSMISSION OF A SIGNED SIGNATURE PAGE OF THIS AGREEMENT) THAT
SUCH PARTY
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HAS SIGNED A COUNTERPART OF THIS AGREEMENT AND (II) DULY EXECUTED COPIES OF THE
OTHER LOAN DOCUMENTS (INCLUDING, AMONG OTHERS, THE US SECURITY AGREEMENT, THE
CANADIAN SECURITY AGREEMENT, THE LOAN GUARANTY AND THE INTERCREDITOR AGREEMENT)
AND SUCH OTHER CERTIFICATES, DOCUMENTS, INSTRUMENTS AND AGREEMENTS AS THE
ADMINISTRATIVE AGENTS SHALL REASONABLY REQUEST IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS,
INCLUDING ANY PROMISSORY NOTES REQUESTED BY A LENDER PURSUANT TO SECTION 2.11
PAYABLE TO THE ORDER OF EACH SUCH REQUESTING LENDER AND WRITTEN OPINIONS OF
COUNSEL TO THE LOAN PARTIES, ADDRESSED TO THE ADMINISTRATIVE AGENTS, THE ISSUING
BANK AND THE LENDERS, SUBSTANTIALLY IN THE FORM OF EXHIBIT B-1 AND EXHIBIT B-2.
(B)
FINANCIAL STATEMENTS AND PROJECTIONS. THE LENDERS SHALL HAVE
RECEIVED (I) THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE US BORROWER
FOR THE TWO MOST RECENT FISCAL YEARS ENDED PRIOR TO THE CLOSING DATE AS TO WHICH
SUCH FINANCIAL STATEMENTS ARE AVAILABLE, (II) THE UNAUDITED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS OF THE US BORROWER FOR EACH FISCAL MONTH AND QUARTERLY
PERIOD ENDED SUBSEQUENT TO THE DATE OF THE LATEST FINANCIAL STATEMENTS DELIVERED
PURSUANT TO CLAUSE (I) OF THIS PARAGRAPH AS TO WHICH SUCH FINANCIAL STATEMENTS
ARE AVAILABLE AND (III) THE US BORROWER'S MOST RECENT PROJECTED INCOME
STATEMENT, BALANCE SHEET AND CASH FLOWS FOR THE FISCAL YEARS ENDED FEBRUARY 28,
2007 THROUGH FEBRUARY 28, 2010, WITH THE PROJECTED STATEMENTS FOR THE FISCAL
YEAR ENDED FEBRUARY 28, 2007 TO INCLUDE PROJECTIONS ON A QUARTERLY BASIS.
(C)
CLOSING CERTIFICATES; CERTIFIED CERTIFICATE OF INCORPORATION; GOOD
STANDING CERTIFICATES. THE ADMINISTRATIVE AGENTS SHALL HAVE RECEIVED (I) A
CERTIFICATE