STEWART MCKELVEY
STIRLING SCALES, NOVA SCOTIA COUNSEL FOR THE LOAN PARTIES, SUBSTANTIALLY TO THE
EFFECT SET FORTH IN EXHIBIT N-6 AND (VI) EACH LOCAL COUNSEL SET FORTH ON
SCHEDULE 5.02(A), IN EACH CASE (A) DATED THE CLOSING DATE, (B) ADDRESSED TO THE
AGENTS, THE LENDERS AND THE FACING AGENTS, AND (C) COVERING SUCH OTHER MATTERS
RELATING TO THE LOAN DOCUMENTS AS THE SENIOR AGENTS SHALL REASONABLY REQUEST AND
WITH SUCH OTHER CHANGES AS ARE REASONABLY ACCEPTABLE TO THE SENIOR AGENTS.
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AND THE BORROWERS HEREBY INSTRUCT THEIR COUNSEL TO DELIVER SUCH OPINIONS.
(B)
ALL LEGAL MATTERS INCIDENT TO THIS AGREEMENT, THE BORROWINGS AND OTHER
EXTENSIONS OF CREDIT HEREUNDER AND THE OTHER LOAN DOCUMENTS SHALL BE REASONABLY
SATISFACTORY TO THE SENIOR AGENTS, THE LENDERS AND THE FACING AGENTS.
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (I) A COPY OF THE CERTIFICATE
OR ARTICLES OF INCORPORATION, INCLUDING ALL AMENDMENTS THERETO, OF EACH LOAN
PARTY, CERTIFIED AS OF A RECENT DATE BY THE SECRETARY OF STATE OR OTHER RELEVANT
GOVERNMENTAL AUTHORITY OF THE JURISDICTION OF ITS ORGANIZATION, AND A
CERTIFICATE AS TO THE GOOD STANDING (OR THE EQUIVALENT THEREOF) OF EACH LOAN
PARTY AS OF A RECENT DATE FROM SUCH SECRETARY OF STATE OR OTHER GOVERNMENTAL
AUTHORITY; (II) A CERTIFICATE OF THE SECRETARY OR ASSISTANT SECRETARY OF EACH
LOAN PARTY DATED THE CLOSING DATE AND CERTIFYING (A) THAT ATTACHED THERETO IS A
TRUE AND COMPLETE COPY OF THE BY-LAWS OF SUCH LOAN PARTY AS IN EFFECT ON THE
CLOSING DATE, (B) THAT ATTACHED THERETO IS A TRUE AND COMPLETE COPY OF
RESOLUTIONS DULY ADOPTED BY THE BOARD OF DIRECTORS OF SUCH LOAN PARTY
AUTHORIZING THE CREDIT TRANSACTIONS, AND THAT SUCH RESOLUTIONS HAVE NOT BEEN
MODIFIED, RESCINDED OR AMENDED AND ARE IN FULL FORCE AND EFFECT, (C) THAT THE
CERTIFICATE OR ARTICLES OF INCORPORATION OF SUCH LOAN PARTY HAVE NOT BEEN
AMENDED SINCE THE DATE OF THE LAST AMENDMENT THERETO SHOWN ON THE CERTIFICATE OF
GOOD STANDING FURNISHED PURSUANT TO CLAUSE (I) ABOVE, AND (D) AS TO THE
INCUMBENCY AND SPECIMEN SIGNATURE OF EACH OFFICER EXECUTING ANY LOAN DOCUMENT ON
BEHALF OF SUCH LOAN PARTY; (III) A CERTIFICATE OF ANOTHER OFFICER AS TO THE
INCUMBENCY AND SPECIMEN SIGNATURE OF THE SECRETARY OR ASSISTANT SECRETARY
EXECUTING THE CERTIFICATE PURSUANT TO CLAUSE (II) ABOVE; AND SUCH OTHER
DOCUMENTS AS THE SENIOR AGENTS MAY REASONABLY REQUEST.
(D)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE, DATED THE
CLOSING DATE AND SIGNED BY A FINANCIAL OFFICER OF AND ON BEHALF OF EACH
BORROWER, CONFIRMING COMPLIANCE WITH THE CONDITIONS PRECEDENT SET FORTH IN
SECTION 5.01(B) AND (C).
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(E)
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,
REIMBURSEMENT OR PAYMENT OF ALL OUT-OF-POCKET EXPENSES REQUIRED TO BE REIMBURSED
OR PAID BY EITHER BORROWER HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT.
(F)
EACH OF THE GUARANTEE AND COLLATERAL AGREEMENT (U.S.), THE OTHER GUARANTEE
AGREEMENTS AND THE OTHER SECURITY DOCUMENTS (OTHER THAN