AND JPMCB APPROVING HOLDINGS AND THE
OTHER BORROWERS' EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT,
INCLUDING THE PAYMENT OF FEES, EXPENSES, INDEMNITIES AND OTHER AMOUNTS
CONTEMPLATED HEREBY, AND APPROVING AS AN ADMINISTRATIVE EXPENSE CLAIM AGAINST
HOLDINGS AND THE OTHER BORROWERS THE INDEMNIFICATION, COST REIMBURSEMENT
OBLIGATIONS AND FEE OBLIGATIONS ACCRUING OR PAYABLE IN RESPECT OF PERIODS OR
EVENTS OCCURRING ON OR PRIOR TO THE FUNDING DATE.
(H)
THE PLAN OF REORGANIZATION AS REFLECTED IN THE DISCLOSURE
STATEMENT SHALL BE IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE LEAD
ARRANGERS.
(I)
ON OR PRIOR TO THE CLOSING DATE, HOLDINGS SHALL HAVE PROVIDED TO
THE ADMINISTRATIVE AGENT AND THE CO-COLLATERAL AGENTS (I) AN APPRAISAL OF THE
INVENTORY OF EACH BORROWER AND THEIR RESPECTIVE SUBSIDIARIES FROM GREAT AMERICAN
ADVISORY & VALUATION SERVICES, LLC AND (II) A COLLATERAL EXAMINATION OF THE
ACCOUNTS AND INVENTORY AND RELATED ASSETS AND LIABILITIES OF EACH BORROWER AND
THEIR RESPECTIVE SUBSIDIARIES FROM JPMCB AND, IN EACH CASE, THE
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RESULTS OF SUCH APPRAISAL AND COLLATERAL EXAMINATION SHALL BE IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE CO-COLLATERAL AGENTS.
(J)
ON THE CLOSING DATE, THE ADMINISTRATIVE AGENT AND THE
CO-COLLATERAL AGENTS SHALL HAVE RECEIVED THE INITIAL BORROWING BASE CERTIFICATE.
(K)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL FEES AND OTHER
AMOUNTS DUE AND PAYABLE ON OR PRIOR TO THE CLOSING DATE, INCLUDING, TO THE
EXTENT INVOICED, PAYMENT OR REIMBURSEMENT OF ALL FEES AND EXPENSES (INCLUDING
THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF COUNSEL) REQUIRED TO BE
REIMBURSED OR PAID BY HOLDINGS OR ANY BORROWER HEREUNDER OR UNDER ANY OTHER LOAN
DOCUMENT OR IN RESPECT OF THE EXECUTION AND DELIVERY OF THIS AGREEMENT.
6.02.
Conditions Precedent to the Funding Date.
The obligations of the
Lenders hereunder to make Loans, and the obligation of each Issuing Lender to
issue Letters of Credit, on the Funding Date are subject to the satisfaction (or
waiver in accordance with Section 13.12) of the following conditions:
(A)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A FAVORABLE WRITTEN
OPINION OF EACH OF (I) WINSTON & STRAWN LLP, U.S. COUNSEL FOR THE LOAN PARTIES,
CRAIG A. HUNT, SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL FOR SSCC AND
SSCE, OSLER, HOSKIN & HARCOURT LLP, CANADIAN COUNSEL FOR THE LOAN PARTIES AND
STEWART MCKELVEY, NOVA SCOTIA COUNSEL FOR THE LOAN PARTIES, AND (II) SUCH LOCAL
COUNSEL REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT, IN EACH CASE
(A) DATED THE FUNDING DATE, (B) ADDRESSED TO THE ADMINISTRATIVE AGENT, THE
SECURITY AGENT AND THE LENDERS, AND (C) COVERING SUCH CUSTOMARY LEGAL MATTERS
RELATING TO THE LOAN DOCUMENTS AS THE ADMINISTRATIVE AGENT SHALL REASONABLY
REQUEST AND IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT.
SSCC, SSCE AND THE OTHER LOAN PARTIES HEREBY INSTRUCT THEIR COUNSEL TO
DELIVER SUCH OPINIONS.
(B)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (I) A COPY OF THE
CERTIFICATE OR ARTICLES OF INCORPORATION (OR EQUIVALENT ORGANIZATIONAL
DOCUMENTS), INCLUDING ALL AMENDMENTS THERETO, OF EACH LOAN PARTY, CERTIFIED AS
OF A RECENT DATE BY THE SECRETARY OF STATE OR OTHER RELEVANT GOVERNMENTAL