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
98
(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 UNDER ANY OTHER INSTRUMENT OR AGREEMENT REFERRED TO HEREIN SHALL BE
THE SUBJECT OF A PRESENTLY EFFECTIVE STAY PENDING APPEAL.
(C)
LOAN DOCUMENTS.
THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED (I) THIS AGREEMENT, DULY EXECUTED AND DELIVERED BY THE
ADMINISTRATIVE AGENT, EACH LOAN PARTY AND EACH LENDER, (II) THE SECURITY AND
PLEDGE AGREEMENT IN SUBSTANTIALLY THE FORM OF EXHIBIT B-1 (THE "SECURITY AND
PLEDGE AGREEMENT"), DULY EXECUTED BY EACH LOAN PARTY AND DELIVERED TO THE
ADMINISTRATIVE AGENT, (III) THE CANADIAN SECURITY AGREEMENT IN SUBSTANTIALLY THE
FORM OF EXHIBIT B-2, AND (IV) EACH OF THE OTHER LOAN DOCUMENTS LISTED ON
SCHEDULE 4.1 HERETO.
(D)
FIRST DAY ORDERS.
ALL OF THE "FIRST DAY
ORDERS" ENTERED BY THE BANKRUPTCY COURT AND BY THE CANADIAN COURT AT THE TIME OF
THE COMMENCEMENT OF THE U.S. CASES, INCLUDING BUT NOT LIMITED TO IN RESPECT OF
AMOUNTS OF CRITICAL VENDOR PAYMENTS, IF ANY, SHALL BE REASONABLY SATISFACTORY IN
FORM AND SUBSTANCE TO THE ADMINISTRATIVE AGENT AND THE CO-LEAD ARRANGERS.
(E)