NO SECRETARY OR ASSISTANT SECRETARY EXISTS, SUCH RESPONSIBLE
OFFICER), AND CERTIFYING AS TRUE AND CORRECT, ATTACHED COPIES OF THE CERTIFICATE
OF INCORPORATION, CERTIFICATE OF AMALGAMATION OR OTHER EQUIVALENT DOCUMENT
(CERTIFIED AS OF RECENT DATE BY THE SECRETARY OF STATE OR OTHER COMPARABLE
AUTHORITY WHERE CUSTOMARY IN SUCH JURISDICTION) AND BY-LAWS (OR OTHER
ORGANIZATIONAL DOCUMENTS) OF SUCH CREDIT PARTY AND THE RESOLUTIONS OF SUCH
CREDIT PARTY AND, TO THE EXTENT REQUIRED, OF THE EQUITY HOLDERS OF SUCH CREDIT
PARTY, REFERRED TO IN SUCH CERTIFICATE AND ALL OF THE FOREGOING (INCLUDING EACH
SUCH CERTIFICATE OF INCORPORATION, CERTIFICATE OF AMALGAMATION OR OTHER
EQUIVALENT DOCUMENT AND BY-LAWS (OR OTHER ORGANIZATIONAL DOCUMENTS)) SHALL BE
REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT;
(H)
GOOD STANDING.
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A GOOD STANDING
CERTIFICATE OR CERTIFICATE OF STATUS OR COMPARABLE CERTIFICATE OF COMPANY, AND
EACH U.S. CAN CREDIT PARTY FROM THE SECRETARY OF STATE OF ITS STATE OR PROVINCE
OF ORGANIZATION OR SUCH EQUIVALENT DOCUMENT ISSUED BY ANY FOREIGN GOVERNMENTAL
AUTHORITY IF APPLICABLE AND TO THE EXTENT CUSTOMARY IN SUCH FOREIGN
JURISDICTION;
(I)
ADVERSE CHANGE.
ON THE FIRST AMENDMENT EFFECTIVE DATE, BOTH BEFORE AND
AFTER GIVING EFFECT TO THE FIRST AMENDMENT TRANSACTION, THERE SHALL BE NO FACTS,
EVENTS OR CIRCUMSTANCES THEN EXISTING AND NOTHING SHALL HAVE OCCURRED WHICH
SHALL HAVE COME TO THE ATTENTION OF ANY OF THE LENDERS WHICH (I) MATERIALLY
ADVERSELY AFFECTS THE BUSINESS, FINANCIAL CONDITION OR OPERATIONS OF COMPANY AND
ITS SUBSIDIARIES TAKEN AS A WHOLE SINCE DECEMBER 31, 2005 OR (II) CONSTITUTES A
COMPANY MATERIAL ADVERSE EFFECT (AS DEFINED IN THE U.S. CAN MERGER AGREEMENT);
(J)
APPROVALS.
ALL NECESSARY GOVERNMENTAL (DOMESTIC AND FOREIGN) AND
MATERIAL THIRD PARTY APPROVALS AND/OR CONSENTS IN CONNECTION WITH THE FIRST
AMENDMENT TRANSACTION AND THE TRANSACTIONS CONTEMPLATED BY THE DOCUMENTS SHALL
HAVE BEEN OBTAINED AND REMAIN IN EFFECT, AND ALL APPLICABLE WAITING PERIODS
SHALL HAVE EXPIRED WITHOUT ANY ACTION BEING TAKEN BY ANY COMPETENT AUTHORITY
WHICH RESTRAINS, PREVENTS OR IMPOSES MATERIALLY ADVERSE CONDITIONS UPON THE
CONSUMMATION OF ALL OR ANY PART OF THE FIRST AMENDMENT TRANSACTION OR THIS
AMENDMENT.
ADDITIONALLY, THERE SHALL NOT EXIST ANY JUDGMENT, ORDER, INJUNCTION
OR OTHER RESTRAINT ISSUED OR FILED OR A HEARING SEEKING INJUNCTIVE RELIEF OR
OTHER RESTRAINT PENDING OR NOTIFIED PROHIBITING OR IMPOSING MATERIAL ADVERSE
CONDITIONS UPON ALL OR ANY PART OF THE FIRST AMENDMENT TRANSACTION OR THE MAKING
OF THE TERM D LOANS;
(K)
LITIGATION.
NO ACTION, SUIT OR PROCEEDING (INCLUDING, WITHOUT LIMITATION,
ANY INQUIRY OR INVESTIGATION) BY ANY ENTITY (PRIVATE OR GOVERNMENTAL) SHALL BE
PENDING OR, TO THE BEST KNOWLEDGE OF BORROWERS, THREATENED AGAINST COMPANY OR
ANY OF ITS SUBSIDIARIES OR WITH RESPECT TO THE CREDIT AGREEMENT, OR ANY
DOCUMENTATION EXECUTED IN CONNECTION THEREWITH OR THE TRANSACTIONS CONTEMPLATED
THEREBY (INCLUDING, WITHOUT LIMITATION, THIS AMENDMENT), OR THE OBLIGATIONS
BEING REFINANCED IN CONNECTION WITH THE CONSUMMATION OF THE FIRST AMENDMENT
TRANSACTION OR WHICH ADMINISTRATIVE AGENT SHALL DETERMINE WOULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, AND NO INJUNCTION OR OTHER
RESTRAINING ORDER SHALL REMAIN EFFECTIVE OR A HEARING THEREFOR REMAIN PENDING OR