CANADIAN BENEFIT
PLANS HAVE BEEN ADMINISTERED IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THEIR
TERMS AND APPLICABLE LAWS.
(F)
ALL MATERIAL OBLIGATIONS OF THE CANADIAN
BORROWER AND THE OTHER CANADIAN LOAN PARTIES REQUIRED TO BE PERFORMED BY THE
CANADIAN BORROWER OR THE OTHER CANADIAN LOAN PARTIES IN CONNECTION WITH THE
CANADIAN PENSION PLANS AND THE FUNDING AGREEMENTS THEREFOR AND THE CANADIAN
BENEFIT PLANS HAVE BEEN PERFORMED ON A TIMELY BASIS.
(G)
AS OF THE CLOSING DATE, THERE ARE NO
OUTSTANDING DISPUTES, INVESTIGATIONS, EXAMINATIONS OR OTHER LEGAL PROCEEDINGS
CONCERNING THE ASSETS OF THE CANADIAN PENSION PLANS OR THE CANADIAN BENEFIT
PLANS.
(H)
NO PROMISES OF BENEFIT IMPROVEMENTS UNDER
THE CANADIAN PENSION PLANS OR THE CANADIAN BENEFIT PLANS HAVE BEEN MADE, EXCEPT
WHERE SUCH IMPROVEMENT COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
(I)
ALL CONTRIBUTIONS OR PREMIUMS REQUIRED
TO BE MADE OR PAID BY THE CANADIAN BORROWER OR ANY OF ITS SUBSIDIARIES TO THE
CANADIAN PENSION PLANS OR THE CANADIAN
97
BENEFIT PLANS HAVE BEEN MADE ON A TIMELY BASIS IN ACCORDANCE WITH THE TERMS OF
SUCH PLANS AND ALL APPLICABLE LAWS.
(J)
TO THE KNOWLEDGE OF THE CANADIAN
BORROWER, THERE HAVE BEEN NO IMPROPER WITHDRAWALS OR APPLICATIONS OF THE ASSETS
OF THE CANADIAN PENSION PLANS OR THE CANADIAN BENEFIT PLANS.
Section 3.16
Material Subsidiaries.
As of the
Filing Date, the only Material Subsidiary (as such term is defined in the
Pre-Petition Credit Agreement) of the Parent that is a Domestic Subsidiary is
the U.S. Borrower.
Section 3.17
Receivables Securitization
Indebtedness.
All indebtedness evidenced by the notes issued pursuant to that
certain Series 2004-2 Indenture Supplement to Master Indenture, dated as of
November 23, 2004, between SSCE Funding, LLC and Deutsche Bank Trust Company
Americas, as Indenture Trustee, as amended, restated, modified or waived from
time to time, was indefeasibly paid in full prior to the Filing Date.
ARTICLE 4. CONDITIONS OF LENDING
Section 4.1
Conditions Precedent to Initial
Loans.
The obligation of the Lenders to make the initial Loans or issue Letters
of Credit on the Closing Date is subject to the following conditions precedent:
(A)
SUPPORTING DOCUMENTS.
THE ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED FOR EACH OF THE LOAN PARTIES:
(I)
ORGANIZATIONAL DOCUMENTS, TO THE EXTENT
APPLICABLE, CERTIFIED AS OF A RECENT DATE PRIOR TO THE CLOSING DATE BY THE
APPLICABLE GOVERNMENTAL AUTHORITY;
(II)
SIGNATURE AND INCUMBENCY CERTIFICATES OF THE
OFFICERS OF SUCH LOAN PARTY EXECUTING THE LOAN DOCUMENTS TO WHICH IT IS A PARTY,
DATED AS OF THE CLOSING DATE;
(III)
DULY ADOPTED RESOLUTIONS OF THE BOARD OF
DIRECTORS OR SIMILAR GOVERNING BODY OF EACH LOAN PARTY APPROVING AND AUTHORIZING
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS TO WHICH IT IS A PARTY OR BY WHICH IT OR ITS ASSETS MAY BE BOUND AS OF
THE CLOSING DATE, CERTIFIED AS OF THE CLOSING DATE BY ITS SECRETARY OR ASSISTANT
SECRETARY AS BEING IN FULL FORCE AND EFFECT WITHOUT MODIFICATION OR AMENDMENT;
(IV)
A GOOD STANDING CERTIFICATE OR EQUIVALENT
THEREOF