REPORTS AND OF ALL EFFECTIVE PRIOR FILINGS LISTED THEREIN,
TOGETHER WITH EVIDENCE OF THE TERMINATION OF SUCH PRIOR FILINGS AND OTHER
DOCUMENTS WITH RESPECT TO THE PRIORITY OF THE SECURITY INTEREST OF THE
ADMINISTRATIVE AGENT IN THE COLLATERAL, IN EACH CASE AS MAY BE REASONABLY
REQUESTED BY THE ADMINISTRATIVE AGENT, (B) ALL DOCUMENTS REPRESENTING ALL
SECURITIES BEING PLEDGED PURSUANT TO SUCH GUARANTY AND SECURITY AGREEMENTS AND
RELATED UNDATED POWERS OR ENDORSEMENTS DULY EXECUTED IN BLANK (TO THE EXTENT NOT
ALREADY DELIVERED TO THE ADMINISTRATIVE AGENT) AND (C) ALL CONTROL AGREEMENTS
THAT, IN THE REASONABLE JUDGMENT OF THE ADMINISTRATIVE AGENT, ARE REQUIRED FOR
THE LOAN PARTIES TO COMPLY WITH THE LOAN DOCUMENTS AS OF THE CLOSING DATE, EACH
DULY EXECUTED BY, IN ADDITION TO THE APPLICABLE LOAN PARTY, THE APPLICABLE
FINANCIAL INSTITUTION;
11.1.1.C DULY EXECUTED FAVOURABLE OPINIONS OF COUNSEL TO THE LOAN PARTIES IN
ILLINOIS, ONTARIO, QUEBEC AND NOVA SCOTIA, EACH ADDRESSED TO THE ADMINISTRATIVE
AGENT AND THE LENDERS AND ADDRESSING SUCH MATTERS AS THE ADMINISTRATIVE AGENT
MAY REASONABLY REQUEST;
11.1.1.D A COPY OF EACH CONSTITUENT DOCUMENT OF EACH LOAN PARTY THAT IS ON FILE
WITH ANY GOVERNMENTAL AUTHORITY IN ANY JURISDICTION, CERTIFIED AS OF A RECENT
DATE BY SUCH GOVERNMENTAL AUTHORITY, TOGETHER WITH, IF APPLICABLE, CERTIFICATES
ATTESTING TO THE GOOD STANDING OF SUCH LOAN PARTY IN SUCH JURISDICTION AND EACH
OTHER JURISDICTION WHERE SUCH LOAN PARTY IS QUALIFIED TO DO BUSINESS AS A
FOREIGN ENTITY OR WHERE SUCH QUALIFICATION IS NECESSARY (AND, IF APPROPRIATE IN
ANY SUCH JURISDICTION, RELATED TAX CERTIFICATES);
11.1.1.E A CERTIFICATE OF THE SECRETARY OR OTHER OFFICER OF EACH LOAN PARTY IN
CHARGE OF MAINTAINING BOOKS AND RECORDS OF SUCH LOAN PARTY CERTIFYING AS TO (A)
THE NAMES AND SIGNATURES OF EACH OFFICER OF SUCH LOAN PARTY AUTHORIZED TO
EXECUTE AND DELIVER ANY LOAN DOCUMENT, (B) THE CONSTITUENT DOCUMENTS OF SUCH
LOAN PARTY ATTACHED TO SUCH CERTIFICATE ARE COMPLETE AND CORRECT COPIES OF SUCH
CONSTITUENT DOCUMENTS AS IN EFFECT ON THE DATE OF
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SUCH CERTIFICATION (OR, FOR ANY SUCH CONSTITUENT DOCUMENT DELIVERED PURSUANT TO
CLAUSE (V) ABOVE, THAT THERE HAVE BEEN NO CHANGES FROM SUCH CONSTITUENT DOCUMENT
SO DELIVERED) AND (C) THE RESOLUTIONS OF SUCH LOAN PARTY'S BOARD OF DIRECTORS OR
OTHER APPROPRIATE GOVERNING BODY APPROVING AND AUTHORIZING THE EXECUTION,
DELIVERY AND PERFORMANCE OF EACH LOAN DOCUMENT TO WHICH SUCH LOAN PARTY IS A
PARTY;
11.1.1.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, 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 US FACILITY CREDIT AGREEMENT;
11.1.1.G INSURANCE CERTIFICATES IN FORM AND SUBSTANCE SATISFACTORY