SUCH MORTGAGE SHALL CONSTITUTE A
FULLY PERFECTED FIRST PRIORITY LIEN ON, AND SECURITY INTEREST IN, ALL RIGHT,
TITLE AND INTEREST OF THE LOAN PARTIES IN THE MORTGAGED PROPERTIES AND THE
PROCEEDS THEREOF, AS SECURITY FOR THE OBLIGATIONS, IN EACH CASE PRIOR AND
SUPERIOR IN RIGHT TO ANY OTHER PERSON OTHER THAN LIENS PERMITTED BY SECTION 7.3
THAT HAVE PRIORITY BY OPERATION OF LAW.
(C)
THE HYPOTHEC CREATES IN FAVOR OF THE
CANADIAN AGENT FOR THE BENEFIT OF THE CANADIAN LENDERS A LEGAL, VALID AND
ENFORCEABLE LIEN IN THE QUEBEC COLLATERAL DESCRIBED THEREIN AND PROCEEDS
THEREOF.
IN THE CASE OF CERTIFIED PLEDGED STOCK (AS DEFINED IN THE CANADIAN
SECURITY DOCUMENTS), CERTIFICATES REPRESENTING SUCH PLEDGED STOCK HAVING BEEN
DELIVERED TO THE CANADIAN AGENT, AND IN THE CASE OF THE OTHER COLLATERAL
DESCRIBED IN THE CANADIAN SECURITY DOCUMENTS, FINANCING STATEMENTS IN
APPROPRIATE FORM HAVING BEEN FILED IN THE OFFICES SPECIFIED ON SCHEDULE 4.19(C),
THE CANADIAN SECURITY DOCUMENTS CONSTITUTE FULLY PERFECTED LIENS ON, AND
SECURITY INTERESTS IN, ALL RIGHT, TITLE AND INTEREST OF THE LOAN PARTIES IN SUCH
COLLATERAL AND THE PROCEEDS THEREOF, AS SECURITY FOR THE OBLIGATIONS DESCRIBED
THEREIN AS BEING SECURED THEREBY, IN EACH CASE PRIOR AND SUPERIOR IN RIGHT TO
ANY OTHER PERSON EXCEPT FOR LIENS PERMITTED UNDER SECTION 7.3 TO THE EXTENT SUCH
LIENS HAVE PRIORITY UNDER APPLICABLE LAW.
66
(D)
TO EVIDENCE AND SECURE THE DUE PAYMENT AND
PERFORMANCE OF THE CANADIAN EXTENSIONS OF CREDIT AND THE OTHER COVENANTS AND
OBLIGATIONS OF THE CANADIAN BORROWER UNDER THIS CREDIT AGREEMENT, THE CANADIAN
BORROWER SHALL EXECUTE AND DELIVER OR CAUSE TO BE EXECUTED AND DELIVERED THE
FOLLOWING DOCUMENTS TO THE CANADIAN AGENT FOR THE BENEFIT OF THE CANADIAN
LENDERS, ALL IN THE CANADIAN AGENT'S REQUIRED FORM AND OTHERWISE SATISFACTORY TO
THE CANADIAN AGENT IN ITS SOLE DISCRETION: (I) THE HYPOTHEC, (II) THE COLLATERAL
MORTGAGE BOND, (III) THE DELIVERY ORDER AND (IV) THE PLEDGE OF BOND AGREEMENT.
4.20
SOLVENCY.
EACH LOAN PARTY IS, AND AFTER GIVING
EFFECT TO THE TRANSACTIONS, INCURRENCE OF ALL INDEBTEDNESS AND OBLIGATIONS BEING
INCURRED IN CONNECTION HEREWITH AND THEREWITH WILL BE SOLVENT.
4.21
SENIOR INDEBTEDNESS.
THE OBLIGATIONS CONSTITUTE
"SENIOR INDEBTEDNESS" OF THE U.S. BORROWERS UNDER AND AS DEFINED IN THE
SUBORDINATED NOTE INDENTURE.
THE OBLIGATIONS OF EACH U.S. SUBSIDIARY GUARANTOR
UNDER THE GUARANTEE AND COLLATERAL AGREEMENT CONSTITUTE "GUARANTOR SENIOR
INDEBTEDNESS" OF SUCH U.S. SUBSIDIARY GUARANTOR UNDER AND AS DEFINED IN THE
SUBORDINATED NOTE INDENTURE.
4.22
REGULATION H.
NO MORTGAGE ENCUMBERS IMPROVED
REAL PROPERTY THAT IS LOCATED IN AN AREA THAT HAS BEEN IDENTIFIED BY THE
SECRETARY OF HOUSING AND URBAN DEVELOPMENT AS AN AREA HAVING SPECIAL FLOOD
HAZARDS AND IN WHICH FLOOD INSURANCE HAS BEEN MADE AVAILABLE UNDER THE NATIONAL
FLOOD INSURANCE ACT OF 1968.
4.23
CERTAIN DOCUMENTS.
THE PARENT BORROWER HAS
DELIVERED TO THE ADMINISTRATIVE AGENT AND SYNDICATION AGENT A COMPLETE AND
CORRECT COPY OF EACH DOCUMENT OR INSTRUMENT PURSUANT TO WHICH THE SCHEDULED DEBT
HAS BEEN CREATED OR IS EVIDENCED, INCLUDING ANY MODIFICATIONS WITH RESPECT TO
ANY OF THE FOREGOING.
4.24
CAPITAL STRUCTURE.
(A)
ALL