AND
PROVISIONS SET FORTH IN THIS AGREEMENT AND THE OTHER DOCUMENTS AND (III) ON SUCH
DATE NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED OR IS CONTINUING;
(X)
BORROWING BASE. AGENT SHALL HAVE RECEIVED AN EXECUTED BORROWING
BASE CERTIFICATE DATED AS OF THE CLOSING DATE IN FORM AND SUBSTANCE SATISFACTORY
TO AGENT;
(Y)
UNDRAWN AVAILABILITY. AFTER GIVING EFFECT TO THE INITIAL ADVANCES
HEREUNDER, BORROWERS SHALL HAVE UNDRAWN AVAILABILITY OF AT LEAST $6,000,000.00;
(Z)
COMPLIANCE WITH LAWS. AGENT SHALL BE REASONABLY SATISFIED THAT
EACH BORROWER IS IN COMPLIANCE WITH ALL PERTINENT FEDERAL, STATE, LOCAL,
PROVINCIAL, FOREIGN OR TERRITORIAL REGULATIONS, INCLUDING THOSE WITH RESPECT TO
THE FEDERAL OCCUPATIONAL SAFETY AND HEALTH ACT, THE ENVIRONMENTAL PROTECTION
ACT, ERISA AND THE TRADING WITH THE ENEMY ACT AND ANY CANADIAN EQUIVALENT
THEREOF.
(AA)
REASONABLE ASSURANCES. AGENT SHALL HAVE RECEIVED AND BE SATISFIED
WITH AN ANALYSIS BY AGENT'S COUNSEL OF THE APPLICABILITY OF MECHANIC'S LIENS
AND/OR LIENS AGAINST MINERAL PROPERTY IN THE BORROWERS' INDUSTRY AS THEY RELATE
TO SUBCONTRACTORS, ACCOUNTS PAYABLE RISKS AND RESERVATIONS FROM BORROWING BASE.
(BB)
FIELD EXAMINATION. AGENT SHALL HAVE RECEIVED A SATISFACTORY
ASSET-BASED FIELD EXAMINATION TO BE COMPLETED BY EXAMINERS SELECTED BY AGENT.
(CC)
EXISTING FINANCING. (I) EACH OF THE HSBC FACILITY AND THE MITCHAM
LEASE SHALL BE TERMINATED, (II) ALL LOANS AND OBLIGATIONS OF THE BORROWERS WITH
RESPECT THERETO SHALL BE PAID OR SATISFIED IN FULL UTILIZING THE PROCEEDS OF THE
INITIAL REVOLVING LOANS TO BE MADE UNDER
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this Agreement, and (iii) all liens and security interests in favor of HSBC or
Mitcham in connection therewith shall be terminated and/or released upon such
payment.
(DD)
GUARANTEES AND OTHER DOCUMENTS. AGENT SHALL HAVE RECEIVED (I) THE
EXECUTED GUARANTEES, (II) THE EXECUTED GUARANTOR SECURITY AGREEMENTS, (III) THE
EXECUTED PLEDGE AGREEMENTS, AND (IV) THE EXECUTED OTHER DOCUMENTS, ALL IN FORM
AND SUBSTANCE SATISFACTORY TO AGENT.
(EE)
PAYOFF OF DEBT AND RELEASE OF LIENS. BORROWERS SHALL HAVE PAID IN
FULL ALL EXISTING DEBTS AND OBLIGATIONS, EXCEPT THOSE LISTED ON SCHEDULE 7.8,
AND AGENT SHALL HAVE RECEIVED EVIDENCE OF THESE PAYOFFS IN FORM AND SUBSTANCE
SATISFACTORY TO AGENT. ALL LIENS AGAINST BORROWERS SHALL HAVE BEEN RELEASED,
EXCEPT THOSE LISTED ON SCHEDULE 1.2.
(FF)
OTHER. ALL CORPORATE AND OTHER PROCEEDINGS, ALL BACKGROUND AND
REFERENCE CHECKS, EXAMINATIONS AND OTHER INVESTIGATIONS, AND ALL DOCUMENTS,
INSTRUMENTS AND OTHER LEGAL MATTERS IN CONNECTION WITH THIS AGREEMENT AND THE
OTHER DOCUMENTS (INCLUDING, BUT NOT LIMITED TO, THOSE RELATING TO THE CORPORATE
AND CAPITAL STRUCTURES OF BORROWERS) SHALL BE SATISFACTORY IN FORM AND SUBSTANCE
TO AGENT AND ITS COUNSEL.
8.2.
Conditions to Each Advance.The agreement of Lenders to make any
Advance requested to be made on any date (including the initial Advance), is
subject to the satisfaction of the following conditions precedent as of the date
such Advance is made:
(A)
REPRESENTATIONS AND WARRANTIES. EACH OF THE REPRESENTATIONS AND
WARRANTIES MADE BY ANY BORROWER IN OR PURSUANT TO THIS AGREEMENT, THE OTHER
DOCUMENTS AND ANY RELATED AGREEMENTS TO WHICH IT IS A PARTY, AND EACH OF THE
REPRESENTATIONS AND WARRANTIES CONTAINED