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(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 FROM THE APPLICABLE GOVERNMENTAL AUTHORITY OF EACH LOAN PARTY'S
JURISDICTION OF INCORPORATION, ORGANIZATION OR FORMATION AND IN EACH
JURISDICTION IN WHICH IT IS QUALIFIED AS A FOREIGN CORPORATION OR OTHER ENTITY
TO DO BUSINESS, EACH DATED A RECENT DATE PRIOR TO THE CLOSING DATE; AND
(V)
SUCH OTHER DOCUMENTS AS THE ADMINISTRATIVE
AGENT MAY REASONABLY REQUEST.
(B)
INTERIM ORDER.
NOT LATER THAN FIVE (5) DAYS FOLLOWING THE FILING
DATE, THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL HAVE RECEIVED A CERTIFIED
COPY OF EACH INTERIM ORDER APPROVING THE LOAN DOCUMENTS AND GRANTING THE
SUPERPRIORITY CLAIM STATUS AND SENIOR PRIMING AND OTHER LIENS DESCRIBED IN
SECTION 2.24 AND THE CCAA DIP LENDERS' CHARGE, IN THE CASE OF THE INITIAL ORDER,
WHICH INTERIM ORDER (I) SHALL HAVE BEEN ENTERED UPON AN APPLICATION OR MOTION OF
THE APPLICABLE LOAN PARTIES, IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND THE CO-LEAD ARRANGERS AND ON SUCH PRIOR NOTICE TO SUCH
PARTIES AS MAY BE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE CO-LEAD
ARRANGERS, (II) SHALL AUTHORIZE EXTENSIONS OF CREDIT IN AMOUNTS SATISFACTORY TO
THE ADMINISTRATIVE AGENT AND THE CO-LEAD ARRANGERS, (III) SHALL APPROVE THE
PAYMENT BY THE LOAN PARTIES OF ALL OF THE FEES SET FORTH IN SECTION 2.20,
SECTION 2.21 AND SECTION 2.22, (IV) SHALL BE IN FULL FORCE AND EFFECT, (V) SHALL
NOT HAVE BEEN STAYED, REVERSED, MODIFIED OR AMENDED IN ANY RESPECT WITHOUT THE
WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT AND THE CO-LEAD ARRANGERS,
(VI) SHALL BE ENTERED WITH THE CONSENT OR NON-OBJECTION OF A PREPONDERANCE (AS
DETERMINED BY THE ADMINISTRATIVE AGENT AND THE CO-LEAD ARRANGERS IN THEIR
EXCLUSIVE DISCRETION) OF THE SECURED CREDITORS OF ANY OF THE LOAN PARTIES UNDER
THE PRE-PETITION CREDIT AGREEMENT, AND (VII) IF THE INTERIM ORDER IS THE SUBJECT
OF A PENDING APPEAL IN ANY RESPECT, NEITHER THE MAKING OF SUCH LOAN NOR THE
ISSUANCE OF SUCH LETTER OF CREDIT NOR THE PERFORMANCE BY ANY OF THE LOAN PARTIES
OF ANY OF THEIR OBLIGATIONS HEREUNDER OR UNDER THE LOAN DOCUMENTS OR
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UNDER ANY OTHER INSTRUMENT OR AGREEMENT REFERRED TO HEREIN SHALL