Common use of Conditions Precedent to the Closing Date Clause in Contracts

Conditions Precedent to the Closing Date. This Agreement and the rights and obligations of the parties hereunder will become effective on the date on which each of the following conditions has been satisfied (or waived in accordance with Section 13.12): (a) The Administrative Agent shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart of this Agreement as provided in Section 13.10. (b) The Administrative Agent shall have received a favorable written opinion of each of Winston & Xxxxxx LLP, U.S. counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Security Agent and the Lenders, and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinions. (c) 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 Administrative Agent and the Lenders. (d) 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 of SSCC, SSCE and the other Borrowers, 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 of SSCC, SSCE and the other Borrowers 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 of SSCC, SSCE and the other Borrowers dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 SSCC, SSCE or each other Borrower, as applicable, authorizing the 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 (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-clauses (i) and (ii) shall be in form and substance reasonably acceptable to the Administrative Agent); (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; (iv) a certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date and certifying that attached thereto is a true and complete copy of the Term Loan Credit Agreement (including all exhibits, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent may reasonably request. (e) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of and on behalf of Holdings, confirming compliance as of the Closing Date with the condition precedent set forth in Section 7.01(ii) with the same effect as if each reference to the date of a Credit Event therein were a reference to the Closing Date. (f) The Administrative Agent shall have received (i) management’s financial projections for SSCC and the Subsidiaries through 2014, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of the Closing Date and including the material assumptions on which such projections were based, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptions. (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY 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 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.

Conditions Precedent to the Closing Date. This Agreement and the rights and The obligations of the parties hereunder will become effective Lenders to make Loans on the date on which each Closing Date are subject to the satisfaction (or waiver in accordance with Section 10.01) of the following conditions has been satisfied (or waived in accordance with Section 13.12):precedent not later than the Commitment Termination Date: (a) The Administrative Agent Effective Date shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart of this Agreement as provided in Section 13.10occurred. (b) The EOne Acquisition shall have been (or substantially concurrently with the funding of the Loans, shall be) consummated in all material respects in accordance with the EOne Acquisition Agreement, and no provision of the EOne Acquisition Agreement (as in effect on August 22, 2019) shall have been amended or modified by the Borrower, and no condition therein shall have been waived or consent granted or request made by the Borrower, in each case, in any respect that is materially adverse to the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Borrower, which shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22, 2019, there shall not have been or occurred any Material Adverse Effect (as defined in the EOne Acquisition Agreement as in effect on August 22, 2019). (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall have received a favorable written opinion (a) audited consolidated balance sheets and related consolidated statements of each operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests of Winston & Xxxxxx LLP, U.S. counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3Borrower, and Xxxxxxx XxXxxxxxaudited consolidated balance sheets and related consolidated statements of comprehensive income, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth cash flows and changes in Exhibit P-4equity of EOne, in each case (A) dated case, as of and for each of the last three full fiscal years ended at least 60 days prior to the Closing Date, and (Bb) addressed unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests of the Borrower as of and for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 40 days prior to the Administrative AgentClosing Date (together with the corresponding period(s) of the prior fiscal year), the Security Agent and the Lendersunaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (Ctogether with the corresponding period(s) covering of the prior fiscal year). In the case of the Borrower, such customary legal matters relating financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this Agreement condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable also have received pro forma financial statements of the Borrower giving effect to the Administrative Agent. SSCCTransactions and any other recent, SSCE probable or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and only to the extent the Borrower will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other Borrowers hereby instruct their counsel accounting rules and regulations of the SEC promulgated thereunder applicable to deliver such opinionspro forma financial statements included in registration statements on Form S-3. (c) 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 Administrative Agent and the Lenders. (de) The Administrative Agent shall have received (i) a copy certificate signed by a Responsible Officer of the certificate or articles of incorporation (or equivalent organizational documents)Borrower certifying there has been no change to the certificates, including all amendments thereto, of each of SSCC, SSCE and the other Borrowers, certified as of a recent date by the Secretary of State resolutions 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 of SSCC, SSCE and the other Borrowers 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 of SSCC, SSCE and the other Borrowers dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 SSCC, SSCE or each other Borrower, as applicable, authorizing the 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 (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, have not been amended documents since the date of the last amendment thereto shown on the certificate of good standing furnished their delivery pursuant to clause Section 4.01(a)(iii) (i) above and (D) as to the incumbency and specimen signature of each officer executing this Agreement on behalf of SSCCor attaching thereto any updated certificate, SSCE resolutions or each other Borrowerequivalent documents), as applicable (and each of the foregoing in sub-clauses (i) and (ii) shall be documents and certifications evidencing that each Loan Party is validly existing and in form and substance reasonably acceptable to the Administrative Agent); good standing in its jurisdiction of organization, (iii) a certificate of another officer as to the incumbency and specimen signature a Responsible Officer of the Secretary or Assistant Secretary executing Borrower certifying that the certificate pursuant to clause (iiconditions precedent in Section 4.02(b) above; and Section 4.02(g) have been satisfied, (iv) a certificate of Loan Notice for the Secretary or Assistant Secretary of Holdings dated Borrowings on the Closing Date and certifying that attached thereto is a true and complete copy of the Term Loan Credit Agreement (including all exhibitsDate, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agent; accordance with Section 2.02 and (v) such a solvency certificate from the treasurer or other documents as financial officer of the Borrower substantially in the form of Exhibit G hereto. (f) The Lead Arrangers, the Administrative Agent may reasonably request. (e) The Administrative Agent and the Lenders shall have received a certificate, dated all fees and invoiced expenses required to be paid on or prior to the Closing Date and signed by a Financial Officer of and on behalf of Holdings, confirming compliance as of the Closing Date with the condition precedent set forth in Section 7.01(ii) with the same effect as if each reference pursuant to the date of a Credit Event therein were a reference Fee Letter and this Agreement (solely with respect to expenses) to the extent invoiced at least two Business Days prior to the Closing Date. (fg) The Administrative Agent (x) There shall have received exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (isolely with respect to breaches of the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) management’s financial projections for SSCC and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect to the Subsidiaries through 2014Borrower); and (y) each of the EOne Acquisition Agreement Representations shall be true and correct and each of the Specified Representations shall be true and correct in all material respects (or, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as case of the Closing Date and including the material assumptions on which such projections were basedany Specified Representations qualified by materiality, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, whichall respects), in each case, shall be prepared in good faith and based upon reasonable assumptions. (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY 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 Date (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 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, except to the extent invoicedthat any such representations and warranties relate to an earlier date or period, payment in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date 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 Agreementperiod).

Conditions Precedent to the Closing Date. This Agreement and the rights and The obligations of the parties hereunder will become effective Banks to make Term Loans on the date on which each Closing Date are subject to the following additional conditions precedent: (a) The Acquisition shall have been (or, substantially contemporaneously with the making of the following conditions has been satisfied (or waived Term Loans, shall be) consummated in all material respects in accordance with Section 13.12):the Acquisition Agreement, and no provision of the Acquisition Agreement as in effect on May 9, 2019 shall have been amended or modified by the Company, and no condition therein shall have been waived or consent granted by the Company, in each case, in any respect that is materially adverse to the Banks in their capacities as such without prior written consent of the Administrative Agent and the Syndication Agent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase in the purchase price shall not be deemed to be materially adverse to the interests of the Banks or the Administrative Agent and the Syndication Agent and shall not require the consent of the Administrative Agent and the Syndication Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Company, which shall not be deemed to be materially adverse to the interests of the Banks and shall not require the consent of the Administrative Agent and the Syndication Agent) and (ii) no decrease below the purchase price in the Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Banks and shall not require the consent of the Administrative Agent and the Syndication Agent, but, to the extent in cash and subject to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall permanently reduce dollar-for-dollar the Term Loan Commitments, allocated to a reduction first of the 364-Day Tranche Commitments, and then to the 2-Year Tranche Commitments. (ab) Except as disclosed (i) in the Company SEC Documents or the MLP SEC Documents filed or furnished to the Administrative Agent and the Syndication Agent prior to May 14, 2019 (excluding any disclosures in such Company SEC Documents or MLP SEC Documents in any risk factors section, in any section related to forward looking statements and other disclosures that are predictive or forward-looking in nature) or (ii) in the correspondingly numbered section of the disclosure schedules delivered by the Target to the Company simultaneously with the execution of the Acquisition Agreement, and provided to the Administrative Agent and the Syndication Agent on or prior to May 14, 2019 (the “Target Disclosure Schedules”) (it being agreed that disclosure of any item in any section or subsection of the Target Disclosure Schedules shall be deemed disclosure with respect to any other section or subsection of the Acquisition Agreement as in effect on May 9, 2019 to which the relevance of such item is reasonably apparent, notwithstanding the omission of a cross-reference to such other section or subsection), from December 31, 2018, there shall not have been any event, occurrence, change or development of a state of circumstances or facts which, individually or in the aggregate, has had, or would reasonably be expected to have, a Company Material Adverse Effect (terms used in this clause (b) but not defined herein shall have the meaning assigned to such terms in the Acquisition Agreement as in effect on May 9, 2019). (c) The Administrative Agent shall have received from each party hereto either (to the extent also provided to the lead arrangers under the Bridge Facility) (i) a counterpart audited consolidated balance sheets and related statements of this Agreement signed on behalf income, stockholders’ equity and cash flows of such party or (ii) evidence satisfactory the Company and the Target, in each case, as of and for each of the last three full fiscal years ended at least 60 days prior to the Administrative Agent Closing Date, and unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company and the Target, in each case, as of and for each subsequent fiscal quarter (which may include a facsimile transmissionother than any fourth fiscal quarter) that such party has signed a counterpart of this Agreement as provided in Section 13.10. (b) The Administrative Agent shall have received a favorable written opinion of each of Winston & Xxxxxx LLP, U.S. counsel for the Loan Parties, substantially ended at least 40 days prior to the effect set forth in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary Closing Date (and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for corresponding period(s) of the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4prior fiscal year), in each case prepared in accordance with United States generally accepted accounting principles (Ait being understood that, with respect to such financial information for each such fiscal period, such condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Company or the Target with the SEC; and (ii) dated pro forma financial statements of the Closing Date, (B) addressed Company giving effect to the Administrative AgentTransactions and any other recent, probable or pending acquisitions or Dispositions, in each case under this clause (ii), solely to the Security Agent extent required by Rule 3.05 and the LendersArticle 11 of Regulation S-X (“Regulation S-X”), and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable only to the Administrative Agentextent the Company will be required to file such financial statements with the SEC, regardless of the timing of such filing, which, pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to registration statements on Form S-3. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinions. The condition precedent set forth in this clause (c) All legal matters incident to this Agreement, the Borrowings and other extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory deemed to have been satisfied on the Administrative Agent and date on which the LendersForm S-4 to be filed by the Company under the Securities Act of 1933, as amended, relating to its issuance of common stock in connection with the Acquisition, is declared effective by the SEC until such time as more current financial statements are required as set forth in this clause (c). (d) The Administrative Agent shall have received (i) a copy Certificate or Certificates of the certificate or articles of incorporation (or equivalent organizational documents), including all amendments thereto, of each of SSCC, SSCE and the other Borrowers, certified as of a recent date by the Secretary of State or other relevant Governmental Authority of the jurisdiction State of its organizationDelaware listing the Restated Certificate of Incorporation of the Company and each amendment, and a certificate as to if any, thereto, together with the good standing (or the equivalent thereof) certificates of each designation of SSCC, SSCE preferences of preferred stock and the other Borrowers as certificates of a recent date from merger or ownership, on file in the office of such Secretary of State or other Governmental Authority; and that the Company is duly incorporated and in good standing in the State of Delaware and (ii) a signed certificate of the President or a Vice President and the Secretary or an Assistant Secretary of each of SSCCthe Company, SSCE and the other Borrowers dated the Closing Date and certifying certifying, (A) that attached thereto is a true and complete copy of there has been no change to the by-laws matters previously certified pursuant to Section 7.01(c) (or equivalent organizational documentsotherwise providing updates to such certifications) of SSCC, SSCE or each other Borrower, as applicable, as in effect on the Closing Date, and (B) that attached thereto is a true the conditions precedent contained in Sections 7.02(a) and complete copy of resolutions duly adopted by the Board of Directors of SSCC, SSCE or each other Borrower, (g) have been satisfied as applicable, authorizing the 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 (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause Closing Date (i) above and (D) as to the incumbency and specimen signature of each officer executing this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-clauses (i) and (ii) shall to be in form and substance reasonably acceptable to the Administrative Agentthat is customary for financings of this type); (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; (iv) a certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date and certifying that attached thereto is a true and complete copy of the Term Loan Credit Agreement (including all exhibits, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent may reasonably request. (e) The Administrative Agent shall have received a certificatesolvency certificate from the treasurer or another financial officer of the Company substantially in the form of Exhibit D hereto. (f) The Joint Lead Arrangers, dated the Administrative Agent and the Banks shall have received all fees and invoiced expenses required to be paid on or prior to the Closing Date and signed by a Financial Officer of and on behalf of Holdings, confirming compliance as of the Closing Date pursuant to each Fee Letter or this Agreement (solely with the condition precedent set forth in Section 7.01(iirespect to expenses) with the same effect as if each reference to the date of a Credit Event therein were a reference extent invoiced at least two business days prior to the Closing Date. (fi) There shall exist no Event of Default pursuant to Sections 8.01(a); Section 8.01(d) (solely with respect to breaches of the negative covenant in Section 6.02(a)); Section 8.01(e) (solely with respect to the Company) and 8.01(f) (solely with respect to the Company) and (ii) each of the Acquisition Agreement Representations shall be true and correct and each of the Specified Representations shall be true and correct in all material respects, in each case, on the Closing Date (except to the extent that any such representations and warranties relate to an earlier date or period, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date or period). (h) The Administrative Agent shall have received (i) management’s financial projections for SSCC and the Subsidiaries through 2014, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of the Closing Date and including the material assumptions on which such projections were baseda Borrowing Request, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptionsaccordance with Section 2.01(b). (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY 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 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.

Conditions Precedent to the Closing Date. This Agreement and the rights and obligations of the parties hereunder will shall become effective on and as of the first date (the “Closing Date”) on or prior to February 29, 2008 on which each of the following conditions has precedent have been satisfied (and the obligation of each Lender to make an Advance hereunder is subject to the satisfaction of such conditions precedent before or waived in accordance concurrently with Section 13.12the Closing Date): (a) The Administrative Agent shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart of this Agreement as provided in Section 13.10. (b) The Administrative Agent shall have received a favorable written opinion of each of Winston & Xxxxxx LLP, U.S. counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Security Agent and the Lenders, and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinions. (c) 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 Administrative Agent and the Lenders. (d) 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 of SSCC, SSCE and the other Borrowers, 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 of SSCC, SSCE and the other Borrowers 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 of SSCC, SSCE and the other Borrowers dated before the Closing Date and certifying the following, each dated such day (A) that attached thereto is a true and complete copy of the by-laws (or equivalent organizational documents) of SSCCunless otherwise specified), SSCE or each other Borrower, as applicable, 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 SSCC, SSCE or each other Borrower, as applicable, authorizing the 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 (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-clauses (i) and (ii) shall be in form and substance reasonably acceptable to the Administrative Agent); (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; (iv) a certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date and certifying that attached thereto is a true and complete copy of the Term Loan Credit Agreement (including all exhibits, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Initial Lenders (unless otherwise specified) and (except for the Notes) in sufficient copies for each Initial Lender: (i) Duly executed counterparts of this Agreement and the Intercreditor Agreement. (ii) The Notes payable to the order of the Lenders to the extent requested in accordance with Section 2.16(a). (iii) A security agreement in substantially the form of Exhibit G hereto (the “Security Agreement”), duly executed by each Loan Party, together with: (A) certificates representing the Initial Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Initial Pledged Debt referred to therein, indorsed in blank (except to the extent pledged to the “Collateral Agent” under the Revolving Credit Facility pursuant to the Revolving Facility Loan Documents), (B) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary in order to perfect and protect the first priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement, in each case completed in a manner in conformance with the UCC, (C) completed requests for information, dated on or before the Closing Date listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, (D) an intellectual property security agreement (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Intellectual Property Security Agreement”), duly executed by each Loan Party, (E) evidence of the insurance required by the terms of the Security Agreement, and (F) evidence that all other action that the Administrative Agent may deem reasonably necessary to establish that the Collateral Agent has perfected first priority (subject to Permitted Liens) security interests in the Term Facility Collateral and perfected second priority (subject to Permitted Liens) security interests in the Revolving Facility Collateral shall have been taken (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements), and, in connection with real estate collateral, the Collateral Agent shall have received all Real Estate Closing Deliverables with respect to each parcel of Material Real Property, except with respect to any Mortgage or Real Estate Closing Deliverable that is not required to be delivered until after the Closing Date in accordance with Section 5.01(u) hereof. (iv) Certified copies of the resolutions of the boards of directors of each of the Borrower and each Guarantor approving the execution and delivery of this Agreement and each other Loan Document to which it is, or is intended to be a party, and of all documents evidencing other necessary constitutive action and, if any, material governmental and other third party approvals and consents, if any, with respect to the Reorganization Plan, this Agreement, the other Transactions and each other Loan Document. (v) A copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (vi) A certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, dated the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (A) the accuracy and completeness of the charter (or other applicable formation document) of such Loan Party and the absence of any changes thereto; (B) the accuracy and completeness of the bylaws (or other applicable organizational document) of such Loan Party as in effect on the date on which the resolutions of the board of directors (or persons performing similar functions) of such Person referred to in Section 3.01(a)(iii) were adopted and the absence of any changes thereto (a copy of which shall be attached to such certificate); (C) the absence of any proceeding known to be pending for the dissolution, liquidation or other termination of the existence of such Loan Party; (D) the accuracy in all material respects of the Specified Representations made by such Loan Party in the Loan Documents to which it is or is to be a party as though made on and as of the Closing Date, before and after giving effect to all of the Borrowings and to the application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the application of proceeds, if any, therefrom, that would constitute a Default; and (vF) the absence of a Company Material Adverse Effect since July 26, 2007. (vii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement and the other documents to be delivered hereunder. (viii) Certificates, in substantially the form of Exhibit L attesting to the Solvency of the Borrower and each Guarantor, on a consolidated basis (after giving effect to the Transactions), from its Chief Financial Officer or other financial officer. (ix) Copies of (i) unaudited financial statements for the month of October 2007 and each month thereafter at least 30 days after the end of any such month (other than December or January) until the Closing Date occurs; and (ii) customary unaudited pro forma financial statements, in each case prepared in a manner consistent with the projections in the presentation provided by the Borrower dated November 6, 2007 (it being acknowledged that such pro forma financial statements have been received as of the date hereof and are satisfactory). (x) A Notice of Borrowing. (xi) A favorable opinion of (A) Jxxxx Day, counsel to the Loan Parties, in substantially the form of Exhibit D-1 hereto, and addressing such other documents matters as the Administrative Agent Initial Lenders may reasonably request (including as to Delaware corporate law matters) and (B) Sxxxxxxx, Loop & Kxxxxxxx, LLP, Michigan counsel to the Loan Parties, in substantially the form of Exhibit D-2 hereto and addressing such other matters as the Initial Lenders may reasonably request. (exii) The Administrative Agent Bankruptcy Court shall have received entered a certificatefinal non-appealable order (other than with respect to any material appeals reasonably consented to by the Initial Lenders and the Agents) (the “Confirmation Order”) confirming a Chapter 11 plan of reorganization (the “Reorganization Plan”) in respect of any Cases of any Loan Parties in accordance with Section 1129 of the Bankruptcy Code, which Reorganization Plan shall be substantially as set forth in the Third Amended Plan dated October 23, 2007 (together with all exhibits and other attachments thereto, as any of the Closing Date foregoing shall be amended, modified or supplemented from time to time or any of the terms or conditions thereof waived (with the consent of the Initial Lenders and signed the Agents with respect to any amendment, modification, supplement or waiver that is adverse to the Lenders, as reasonably determined by a Financial Officer the Initial Lenders and the Agents), the “Plan Documents”), or otherwise reasonably satisfactory to the Initial Lenders and the Agents. (b) The Reorganization Plan shall have, or contemporaneous with the effectiveness of the Senior Credit Facilities and on behalf the making of Holdingsthe initial loans thereunder will, confirming compliance become effective as of the Closing Date Plan Effective Date. The Confirmation Order shall be in form and substance satisfactory to the Initial Lenders and the Agents, shall have been entered on the docket of the Bankruptcy Court in full force and effect, shall not have been stayed, reversed, vacated or otherwise modified in any manner that is materially adverse to the rights or interests of the Lenders (unless otherwise reasonably satisfactory to the Initial Lenders and the Agents). (c) [Reserved]. (d) The transactions contemplated by the Plan Documents shall have been consummated substantially contemporaneously with the condition precedent set forth in Section 7.01(ii) with effectiveness and initial funding of the same effect as if each reference to the date of a Senior Credit Event therein were a reference to Facilities on the Closing Date. (e) The Lenders shall be satisfied that all Existing Debt (that is not Surviving Debt), has been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished, all commitments relating thereto terminated and all liens or security interests related thereto shall have been terminated. (f) The Administrative Agent Since July 26, 2007, there shall not have received (i) management’s financial projections for SSCC and the Subsidiaries through 2014, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of the Closing Date and including the material assumptions on which such projections were based, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptionsa Company Material Adverse Effect. (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY 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[Reserved]. (h) The Plan of Reorganization as reflected in All costs, fees and expenses (including, without limitation, legal fees and expenses, title premiums, survey charges and recording taxes and fees for which the Disclosure Statement shall be in form and substance reasonably acceptable Borrower has received an invoice at least one (1) day prior to the Lead ArrangersClosing Date) and other compensation contemplated by the Commitment Letter and the Fee Letter (including any other letter or agreement evidencing the exercise of the Joint Bookrunners’ rights set forth therein) and payable to the Agents or the Lenders shall have been paid in full in cash to the extent due and payable. (i) On or The Lenders shall have received, at least ten (10) days prior to the Closing Date, Holdings shall have provided to the Administrative Agent all documentation and the Coother information required by bank regulatory authorities under applicable “know your customer” and anti-Collateral Agents (i) an appraisal of the Inventory of each Borrower money laundering rules and their respective Subsidiaries from Great American Advisory & Valuation Servicesregulations, 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 caseincluding without limitation, the results of such appraisal and collateral examination shall be in form and substance reasonably satisfactory to the Co-Collateral AgentsPatriot Act. (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.

Conditions Precedent to the Closing Date. This Agreement and the rights and obligations The obligation of the parties each Lender to make Credit Extensions hereunder will shall become effective on the date (such date, the “Closing Date”) on which each of the following conditions has been satisfied (or waived in accordance with Section 13.12):precedent is satisfied: (a) The Administrative Agent shall have received from the following, each party hereto either (i) a counterpart of this Agreement signed on behalf of such party which shall be originals or (ii) evidence satisfactory telecopies or in an electronic format acceptable to the Administrative Agent (which may include followed promptly by originals) unless otherwise specified, each properly executed by a facsimile transmission) that such party has signed a counterpart Responsible Officer of this Agreement as provided in Section 13.10. (b) The Administrative Agent shall have received a favorable written opinion of the Borrower, each of Winston & Xxxxxx LLP, U.S. counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, in each case (A) dated the Closing DateDate (or, (B) addressed in the case of certificates of governmental officials, a recent date prior to the Administrative Agent, the Security Agent Closing Date) and the Lenders, each in form and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinions. (c) All legal matters incident to this Agreement, the Borrowings and other extensions of credit hereunder and the other Loan Documents shall be substance reasonably satisfactory to the Administrative Agent and each of the Lenders.: (d) The Administrative Agent shall have received (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) Notes executed by the Borrower in favor of each Lender requesting a copy Note; (iii) the favorable opinions of (A) Xxxxxx & Xxxxxx PLLC, special Tennessee counsel to the Borrower, which opinion shall cover the matters contained in Exhibit F-1, and (B) Xxxxx X. Xxxx, Vice President, Corporate Secretary and Assistant General Counsel to the Borrower, which opinion shall cover the matters contained in Exhibit F-2; (iv) a certificate, signed by an Authorized Officer of the certificate or articles Borrower, certifying that (A) all representations and warranties of incorporation (or equivalent organizational documents), including all amendments thereto, of each of SSCC, SSCE the Borrower contained in this Agreement and the other BorrowersCredit Documents are true and correct as of the Closing Date, certified both immediately before and after giving effect to the transactions contemplated hereby (except to the extent any such representation or warranty is expressly stated to have been made as of a recent date by specific date, in which case such representation or warranty shall be true and correct as of such date), (B) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to the Secretary of State or other relevant Governmental Authority consummation of the jurisdiction of its organizationtransactions contemplated hereby, (C) no change, occurrence or development shall have occurred or become known to the Borrower since December 31, 2006 that could reasonably be expected to have a Material Adverse Effect, and a certificate as (D) all conditions precedent to the good standing Closing Date set forth in this Section 3.1 have been satisfied or waived as required hereunder; (or the equivalent thereof) of each of SSCC, SSCE and the other Borrowers as of a recent date from such Secretary of State or other Governmental Authority; (iiv) a certificate of the Secretary secretary or Assistant Secretary an assistant secretary of each of SSCC, SSCE and the other Borrowers dated the Closing Date and Borrower certifying (A) that attached thereto is a true and complete copy of the by-laws (articles or equivalent organizational documents) certificate of SSCC, SSCE or each other incorporation and all amendments thereto of the Borrower, certified as applicableof a recent date by the Secretary of State of its jurisdiction of organization, as in effect on and that the Closing Datesame has not been amended since the date of such certification, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board bylaws of Directors of SSCC, SSCE or each other the Borrower, as applicable, authorizing then in effect and as in effect at all times from the Transactions, and that such date on which the resolutions have not been modified, rescinded or amended and are referred to in full force and effect, clause (C) that the certificate or articles of incorporation (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, have not been amended since below were adopted to and including the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above such certificate, and (DC) as to the incumbency and specimen signature of each officer executing this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-clauses (i) and (ii) shall be in form and substance reasonably acceptable to the Administrative Agent); (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; (iv) a certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date and certifying that attached thereto is a true and complete copy of resolutions adopted by the Term Loan board of directors (or similar governing body) of the Borrower, authorizing the execution, delivery and performance of this Agreement and the other Credit Agreement (including all exhibitsDocuments, annexes and schedules thereto) which shall contain terms that conform as to the Plan incumbency and genuineness of Reorganization the signature of each officer of the Borrower executing this Agreement or any of such other Credit Documents, and are otherwise attaching all such copies of the documents described above; (vi) the Financial Condition Certificate signed by an Authorized Officer of the Borrower containing the copies of the financial statements referred to in form Section 4.12 and substance reasonably satisfactory confirming that, as of the Closing Date, after giving effect to the consummation of the transactions contemplated hereby: (A) each of the Borrower and its Subsidiaries is solvent; and (B) the Financial Strength Rating for each Main Domestic Insurance Subsidiary is A- or better; and (vii) a certificate as of a recent date of the good standing of the Borrower under the laws of its jurisdiction of organization, from the Secretary of State of such jurisdiction. (b) All material governmental authorizations and third-party consents and approvals necessary in connection with the consummation of any of the transactions contemplated hereby shall have been obtained and shall remain in effect and shall not impose any restriction or condition materially adverse to the Administrative AgentAgent or the Lenders; all applicable waiting periods shall have expired without any action being taken or threatened by any Governmental Authority; and (v) such other documents as no law or regulation shall be applicable, or event shall have occurred, that seeks to enjoin, restrain, restrict, set aside or prohibit, or impose materially adverse conditions upon, the Administrative Agent may reasonably requestconsummation of any of the transactions contemplated hereby. (ec) There shall be no action, suit, proceeding or investigation (whether previously existing, newly instituted or threatened) before, and no order, injunction or decree shall have been entered by, any court, arbitrator or other Governmental Authority, in each case seeking to enjoin, restrain, restrict, set aside or prohibit, to impose material conditions upon, or to obtain substantial damages in respect of, the consummation of any of the transactions contemplated hereby or that has, or could reasonably be expected to have, a Material Adverse Effect. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of and on behalf of Holdings, confirming compliance as copies of the Closing Date with the condition precedent set forth financial statements referred to in Section 7.01(ii4.12. (e) with the same Since December 31, 2006, both immediately before and after giving effect as if each reference to the date consummation of the transactions contemplated hereby, there shall not have occurred (i) a Credit Event therein were Material Adverse Effect or (ii) any event, condition or state of facts that could reasonably be expected to have a reference to the Closing DateMaterial Adverse Effect. (f) The Administrative Agent shall have received (i) management’s financial projections for SSCC and the Subsidiaries through 2014be satisfied that, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of the Closing Date and including the material assumptions on which such projections were based, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as of the last day of the most recent fiscal quarter for most recently ended prior to the Closing Date in which financial statements are publicly available, adjusted to give pro forma effect to implementation the Borrower is in compliance with the financial covenants set forth in Article VI and shall have received a certificate of an Authorized Officer of the Plan of Reorganization Borrower as to the foregoing, together with a completed Covenant Compliance Worksheet and the Transactions as if such transactions had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptionsother supporting documentation. (g) The U.S. Bankruptcy Court Borrower shall have entered an order in form and substance reasonably acceptable paid (i) to DBNY and JPMCB approving Holdings the Arrangers and the other Borrowers’ executionAdministrative Agent, delivery the fees required under the Fee Letters to be paid to it on the Closing Date, in the amounts due and performance of this Agreementpayable on the Closing Date as required by the terms thereof, including (ii) to the Administrative Agent, the initial payment of fees, expenses, indemnities and other amounts contemplated herebythe annual administrative fee described in the Fee Letters, and approving as an administrative expense claim against Holdings (iii) all other fees and reasonable expenses of the Arrangers, the Administrative Agent, the Issuing Lender and the Lenders required hereunder or under any other Borrowers the indemnification, cost reimbursement obligations and fee obligations accruing or payable in respect of periods or events occurring Credit Document to be paid on or prior to the Funding DateClosing Date (including reasonable fees and expenses of counsel) in connection with this Agreement, the other Credit Documents and the transactions contemplated hereby. (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 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 an Account Designation Letter, together with written instructions from an Authorized Officer of the Borrower, including wire transfer information, directing the payment of the proceeds of the Loans to be made hereunder. (i) Each of the Administrative Agent and each Lender shall have received such other amounts due documents, certificates, opinions and payable on instruments in connection with the transactions contemplated hereby consistent with those customarily found in similar financings. Without limiting the generality of the provisions of Section 9.4, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed 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 AgreementDate specifying its objection thereto.

Conditions Precedent to the Closing Date. This Agreement and the rights and obligations of the parties hereunder will shall become effective on and as of the first date (the “Closing Date”) on which each of the following conditions has precedent have been satisfied (and the obligation of each Lender to make an Advance or waived in accordance of the Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of such conditions precedent before or concurrently with Section 13.12the Closing Date): (a) The Administrative Agent shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart of this Agreement as provided in Section 13.10. (b) The Administrative Agent shall have received a favorable written opinion of each of Winston & Xxxxxx LLP, U.S. counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Security Agent and the Lenders, and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinions. (c) 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 Administrative Agent and the Lenders. (d) 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 of SSCC, SSCE and the other Borrowers, 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 of SSCC, SSCE and the other Borrowers 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 of SSCC, SSCE and the other Borrowers dated before the Closing Date and certifying the following, each dated such day (A) that attached thereto is a true and complete copy of the by-laws (or equivalent organizational documents) of SSCCunless otherwise specified), SSCE or each other Borrower, as applicable, 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 SSCC, SSCE or each other Borrower, as applicable, authorizing the 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 (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-clauses (i) and (ii) shall be in form and substance reasonably acceptable to the Administrative Agent); (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; (iv) a certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date and certifying that attached thereto is a true and complete copy of the Term Loan Credit Agreement (including all exhibits, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Initial Lenders (unless otherwise specified) and (except for the Notes) in sufficient copies for each Initial Lender: (i) Duly executed counterparts of this Agreement and the Intercreditor Agreement. (ii) The Notes payable to the order of the Lenders to the extent requested in accordance with Section 2.16(a). (iii) A security agreement in substantially the form of Exhibit G hereto (the “Security Agreement”), duly executed by each Loan Party, together with: (A) certificates representing the Initial Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Initial Pledged Debt referred to therein, indorsed in blank (except to the extent pledged to the “Collateral Agent” under the Term Facility pursuant to the Term Facility Loan Documents), (B) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary in order to perfect and protect the first priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement, in each case completed in a manner in conformance with the UCC, (C) completed requests for information, dated on or before the Closing Date listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, (D) an intellectual property security agreement (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Intellectual Property Security Agreement”), duly executed by each Loan Party, (E) evidence of the insurance required by the terms of the Security Agreement, and (F) evidence that all other action that the Administrative Agent may deem reasonably necessary to establish that the Collateral Agent has perfected first priority (subject to Permitted Liens) security interests in the Revolving Facility Collateral and perfected second priority (subject to Permitted Liens) security interests in the Term Facility Collateral shall have been taken (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements), and, in connection with real estate collateral, the Collateral Agent shall have received all Real Estate Closing Deliverables with respect to each parcel of Material Real Property, except with respect to any Mortgage or Real Estate Closing Deliverable that is not required to be delivered until after the Closing Date in accordance with Section 5.01(u) hereof. (iv) Certified copies of the resolutions of the boards of directors of each of the Borrower and each Guarantor approving the execution and delivery of this Agreement and each other Loan Document to which it is, or is intended to be a party, and of all documents evidencing other necessary constitutive action and, if any, material governmental and other third party approvals and consents, if any, with respect to the Reorganization Plan, this Agreement, the other Transactions and each other Loan Document. (v) A copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (vi) A certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, dated the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (A) the accuracy and completeness of the charter (or other applicable formation document) of such Loan Party and the absence of any changes thereto; (B) the accuracy and completeness of the bylaws (or other applicable organizational document) of such Loan Party as in effect on the date on which the resolutions of the board of directors (or persons performing similar functions) of such Person referred to in Section 3.01(a)(iii) were adopted and the absence of any changes thereto (a copy of which shall be attached to such certificate); (C) the absence of any proceeding known to be pending for the dissolution, liquidation or other termination of the existence of such Loan Party; (D) the accuracy in all material respects of the Specified Representations made by such Loan Party in the Loan Documents to which it is or is to be a party as though made on and as of the Closing Date, before and after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be made on such date (including the migration of any Existing Letters of Credit) and to the application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Closing Date (including the migration of any Existing Letters of Credit) or the application of proceeds, if any, therefrom, that would constitute a Default; and (vF) the absence of a Company Material Adverse Effect since July 26, 2007. (vii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement and the other documents to be delivered hereunder. (viii) Certificates, in substantially the form of Exhibit L attesting to the Solvency of the Borrower and each Guarantor, on a consolidated basis (after giving effect to the Transactions), from its Chief Financial Officer or other financial officer. (ix) Copies of (i) unaudited financial statements for the month of October 2007 and each month thereafter at least 30 days after the end of any such month (other than December or January) until the Closing Date occurs; and (ii) customary unaudited pro forma financial statements, in each case prepared in a manner consistent with the projections in the presentation provided by the Borrower dated November 6, 2007 (it being acknowledged that such pro forma financial statements have been received as of the date hereof and are satisfactory). (x) A Notice of Borrowing for any Borrowing to be made, and/or one or more Letter of Credit Applications for each Letter of Credit (other than any Existing Letter of Credit) to be issued, on the Closing Date. (xi) A favorable opinion of (A) Jxxxx Day, counsel to the Loan Parties, in substantially the form of Exhibit D-1 hereto, and addressing such other documents matters as the Administrative Agent Initial Lenders may reasonably request (including as to Delaware corporate law matters), and (B) Sxxxxxxx, Loop & Kxxxxxxx, LLP, Michigan counsel to the Loan Parties, in substantially the form of Exhibit D-2 hereto and addressing such other matters as the Initial Lenders may reasonably request. (exii) The Administrative Agent Bankruptcy Court shall have received entered a certificatefinal non-appealable order (other than with respect to any material appeals reasonably consented to by the Initial Lenders and the Agents) (the “Confirmation Order”) confirming a Chapter 11 plan of reorganization (the “Reorganization Plan”) in respect of any Cases of any Loan Parties in accordance with Section 1129 of the Bankruptcy Code, which Reorganization Plan shall be substantially as set forth in the Third Amended Plan dated October 23, 2007 (together with all exhibits and other attachments thereto, as any of the Closing Date foregoing shall be amended, modified or supplemented from time to time or any of the terms or conditions thereof waived (with the consent of the Initial Lenders and signed the Agents with respect to any amendment, modification, supplement or waiver that is adverse to the Lenders, as reasonably determined by a Financial Officer the Initial Lenders and the Agents), the “Plan Documents”), or otherwise reasonably satisfactory to the Initial Lenders and the Agents. (b) The Reorganization Plan shall have, or contemporaneous with the effectiveness of the Senior Credit Facilities and on behalf the making of Holdingsthe initial loans thereunder will, confirming compliance become effective as of the Plan Effective Date. The Confirmation Order shall be in form and substance satisfactory to the Initial Lenders and the Agents, shall have been entered on the docket of the Bankruptcy Court in full force and effect, shall not have been stayed, reversed, vacated or otherwise modified in any manner that is materially adverse to the rights or interests of the Lenders (unless otherwise reasonably satisfactory to the Initial Lenders and the Agents). (c) After giving effect to all borrowings and issuances of Letters of Credit on the Closing Date Date, and to all other Transactions, Availability of the Borrower shall be no less than $200,000,000. (d) The transactions contemplated by the Plan Documents shall have been consummated substantially contemporaneously with the condition precedent set forth in Section 7.01(ii) with effectiveness and initial funding of the same effect as if each reference to the date of a Senior Credit Event therein were a reference to Facilities on the Closing Date. (e) The Lender Parties shall be satisfied that all Existing Debt (that is not Surviving Debt), has been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished, all commitments relating thereto terminated and all liens or security interests related thereto shall have been terminated. (f) The Administrative Agent Since July 26, 2007, there shall not have received (i) management’s financial projections for SSCC and the Subsidiaries through 2014, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of the Closing Date and including the material assumptions on which such projections were based, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptionsa Company Material Adverse Effect. (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY 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[Reserved]. (h) The Plan of Reorganization as reflected in All costs, fees and expenses (including, without limitation, legal fees and expenses, title premiums, survey charges and recording taxes and fees for which the Disclosure Statement shall be in form and substance reasonably acceptable Borrower has received an invoice at least one (1) day prior to the Lead ArrangersClosing Date) and other compensation contemplated by the Commitment Letter and the Fee Letter and payable to the Agents or the Lender Parties shall have been paid in full in cash to the extent due and payable. (i) On or The Lenders shall have received, at least ten (10) days prior to the Closing Date, Holdings shall have provided to the Administrative Agent all documentation and the Coother information required by bank regulatory authorities under applicable “know your customer” and anti-Collateral Agents (i) an appraisal of the Inventory of each Borrower money laundering rules and their respective Subsidiaries from Great American Advisory & Valuation Servicesregulations, 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 caseincluding without limitation, the results of such appraisal and collateral examination shall be in form and substance reasonably satisfactory to the Co-Collateral AgentsPatriot Act. (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.

Conditions Precedent to the Closing Date. This Agreement and Obligations of the rights and Company Hereunder. All obligations of Opus under this Agreement with respect to the parties hereunder will become effective exchange of the Shares on the date on which Closing Date are subject to the fulfillment, prior to or at the Closing, of each of the following conditions has been satisfied (conditions, except to the extent that FRM may waive any one or waived in accordance with Section 13.12):more thereof: (a) The Administrative Agent shall have received from each party hereto either (i) a counterpart The representations and warranties of the Company contained in this Agreement signed (including the information contained in the schedules delivered pursuant to this Agreement, collectively referred to as the "Representations and Warranties") shall be true on behalf and as of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart Closing Date, with the same effect as if said representations and warranties had been made on and as of the Closing Date; the Company shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing; except as provided disclosed in Section 13.10. (b) The Administrative Agent the Schedules hereto, since the respective dates of the Financial Statements, there shall have received been no material adverse change in the business, operations, results of operations or condition (financial or otherwise) of the Company; and FRM shall have been furnished with a favorable written opinion certificate of each of Winston & Xxxxxx LLPthe Company, U.S. counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, in each case (A) dated the Closing Date, certifying (A) in such detail as FRM may request, to the fulfillment of the foregoing conditions and (B) addressed that to the Administrative Agentbest of its knowledge no fact or condition exists or is contemplated or threatened which might result in the future in a material adverse change in the business, operations, results of operations or condition (financial or otherwise) or prospects of the Security Agent and the Lenders, and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinionsCompany. (cii) All legal matters incident Except as may otherwise have been approved by FRM in writing or as otherwise disclosed to this Agreementthe Corporation, since the respective dates of the Financial Statements, the Borrowings and other extensions business of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Administrative Agent and the Lenders. (d) The Administrative Agent Company shall have received (i) a copy of been conducted only in the certificate or articles of incorporation (or equivalent organizational documents), including all amendments thereto, of each of SSCC, SSCE and the other Borrowers, certified as of a recent date by the Secretary of State or other relevant Governmental Authority of the jurisdiction of its organizationordinary course, and a certificate as to the good standing (or the equivalent thereof) of each of SSCC, SSCE and the other Borrowers as of a recent date from such Secretary of State or other Governmental Authority; (ii) FRM shall have been furnished with a certificate of the Secretary or Assistant Secretary Company, dated as of each of SSCC, SSCE and the other Borrowers dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, as in effect on the Closing Date, (B) that attached thereto is a true and complete copy certifying, in such detail as FRM may request, to the fulfillment of resolutions duly adopted by the Board foregoing conditions. In this regard, the Company shall deliver schedules supplementary to the schedules described in this Agreement, which supplementary schedules shall be dated as of Directors of SSCC, SSCE or each other Borrower, as applicable, authorizing the TransactionsClosing Date, and that such resolutions have not been modifiedshall show the changes, rescinded if any, to the schedules delivered on or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, have not been amended since prior to the date of execution of this Agreement, and indicate the last amendment thereto shown on the certificate of good standing furnished pursuant authority for each such change. (iii) The Company shall have obtained and delivered to clause (i) above and (D) as FRM all necessary consents to the incumbency and specimen signature of each officer executing transactions contemplated by this Agreement on behalf of SSCCAgreement, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-clauses (i) and (ii) which consents shall be in form and substance reasonably acceptable satisfactory to counsel for the Administrative Agent); (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; Corporation. (iv) On the Closing Date, (A) there shall be no injunction, restraining order or order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided or compels or would compel Opus to dispose of or discontinue the business or a portion of the business of the Company as a result of the consummation of any of the transactions contemplated hereby; and (B) there shall be no suit, action or other proceeding by any person pending before any court or governmental agency, or threatened to be filed or initiated, which, in the opinion of Opus, is likely to result in the restraint or prohibition of the consummation of any transaction contemplated hereby or the obtaining of an amount in payment of damages from or other relief against any of the parties hereto or against any director or officer of Opus or any of its affiliates, in connection with the consummation of any transaction contemplated hereby. (v) FRM shall have received a favorable opinion, dated as of the Closing Date, and addressed to counsel for the Corporation, to the effect that: (a) The Company is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the Country of Belize. The Company has all requisite power and authority to conduct its business as presently conducted and to own properties. The Company has all requisite corporate power and authority to execute, deliver and perform all of its obligations under this Agreement. The Merger with Valcor Holdings, Inc. S.A., a corporation duly incorporated under the laws of the Country of Panama, and each document or agreement executed in connection therewith was duly authorized, executed and delivered by the Company. (b) This Agreement and each other agreement executed in connection herewith has been duly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights or remedies generally. (c) The Company is not subject to or bound by any provision of (a) any law, statute, rule, regulation or judicial or administrative decision, (b) to the best knowledge of such counsel, any mortgage, deed of trust, lease, note, shareholders' agreement, bond, indenture, other instrument or agreement, license, permit, trust, custodianship, other restriction, or (c) to the best knowledge of such counsel any judgment, order, writ, injunction or decree of any court, governmental body, administrative agency or arbitrator, that would prevent or be violated by or that would result in the creation of any lien or encumbrance as a result of, or under which there would be a default or right of termination as a result of, the execution, delivery and performance by the Company of the Agreement and the consummation of the transactions contemplated thereby. No consent, approval or authorization of or declaration or filing with any person is required for the valid execution, delivery and performance by the Company of the Agreement and the consummation of the transactions contemplated thereby. The consummation of the transactions contemplated hereby do not conflict with any provision of the Company's certificate of incorporation or by-laws. (vi) All proceedings, corporate or otherwise, to be taken by the Secretary or Assistant Secretary of Holdings dated Company in connection with the Closing Date transactions contemplated by this Agreement, and certifying that attached thereto is a true and complete copy of the Term Loan Credit Agreement (including all exhibitsdocuments incident thereto, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise be satisfactory in form and substance reasonably satisfactory to FRM and the Company shall have made available to counsel for FRM all records and documents relating to the Administrative Agent; business and (v) affairs of the Company which such other documents as the Administrative Agent counsel may reasonably requestrequest in connection with its review as aforesaid. (evii) The Administrative Agent Company shall have received delivered to FRM (a) a certificatecopy of the Company's articles of incorporation, dated including all amendments thereto certified by an appropriate official of the Closing Date and signed by a Financial Officer Country of and on behalf of Holdings, confirming compliance Belize as of the Closing Date with Date, (b) a certificate from the condition precedent set forth in Section 7.01(ii) with Secretary of State of the same effect as if each reference Country of Belize to the date effect that the Company is in existence in such jurisdiction and listing all charter documents of such Company on file as of the Closing Date, (c) a Credit Event therein were certificate from an appropriate official from the Country of Belize or other jurisdiction in which the Company is qualified to do business to the effect that the Company is in good standing in such jurisdiction as of the Closing Date, and (d) a reference certificate as to the tax status of the Company from the appropriate officials in Belize and each jurisdiction in which such Company is qualified to do business, each as of the Closing Date. (fviii) The Administrative Agent Board of Directors of the Company shall have received (i) management’s financial projections for SSCC and approved the Subsidiaries through 2014, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as consummation of the Closing Date and including the material assumptions on which such projections were based, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptionscontemplated by this Agreement. (gix) The U.S. Bankruptcy Court Company shall have entered an order in form deliver to FRM copies of all of the Company's minute books, files, documents, papers, agreements, books of account and substance reasonably acceptable to DBNY 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 records pertaining to the Funding Date. (h) The Plan of Reorganization as reflected in business conducted by the Disclosure Statement shall be in form and substance reasonably acceptable to the Lead Arrangers. (i) On or Company 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 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.

Conditions Precedent to the Closing Date. This Agreement The occurrence of the Closing Date and the rights and obligations obligation of the parties Lenders to make the Term Loans hereunder will become effective on shall be subject to the date on which prior satisfaction by Borrower of each of the following conditions has been satisfied to the satisfaction of Administrative Agent, the Lenders and the Hedge Counterparties (or unless waived in accordance writing by Administrative Agent with Section 13.12the consent of all Lenders): (a) The Administrative Agent If a Lender shall request, such Lender shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart of this Agreement as provided in Section 13.10Term Loan Note. (b) The Administrative Agent Borrower shall have received a favorable written opinion delivered the Notice of each of Winston & Xxxxxx LLP, U.S. counsel for the Term Loan Parties, substantially to the effect set forth Borrowing in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Security Agent and the Lenders, and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and accordance with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinionsSection 2.1(a)(ii). (c) All legal matters incident representations and warranties of the Borrower under Article 4 are true and correct in all material respects as of the Closing Date (unless such representation or warranty relates solely to this Agreementan earlier date, the Borrowings in which case it shall have been true and other extensions correct in all material respects as of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Administrative Agent and the Lenderssuch earlier date). (d) The Administrative Agent shall have received (i) a copy No Default or Event of Default has occurred and is continuing as of the certificate date of such Borrowing or articles will result from the funding of incorporation the Term Loans. (e) No event or equivalent organizational documents), including all amendments thereto, of each of SSCC, SSCE and the other Borrowers, certified circumstance having a Material Adverse Effect has occurred (except as of a recent date is no longer continuing or has been waived by the Secretary of State or other relevant Governmental Authority of the jurisdiction of its organizationMajority Lenders). (f) Each Financing Document, Material Project Document and a certificate as to the good standing (or the equivalent thereof) of each of SSCC, SSCE and the other Borrowers 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 of SSCC, SSCE and the other Borrowers dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 SSCC, SSCE or each other Borrower, as applicable, authorizing the Transactions, and that such resolutions have not been modified, rescinded or amended and are Applicable Permit shall be in full force and effecteffect in accordance with its terms and no material defaults shall have occurred thereunder, (C) that the certificate or articles of incorporation (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 knowledge of each officer executing this Agreement on behalf Borrower (solely with respect to any act, omission or other default of SSCC, SSCE or each any party thereto other than Borrower, as applicable ). (and each of the foregoing in sub-clauses (i) and (ii) shall be in form and substance reasonably acceptable to the Administrative Agent); (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; (iv) a certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date and certifying that attached thereto is a true and complete copy of the Term Loan Credit Agreement (including all exhibits, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent may reasonably request. (eg) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of and on behalf of Holdings, confirming compliance as of the Closing Date with the condition precedent set forth in Section 7.01(ii) with the same effect as if each reference to the date Date, signed on behalf of Borrower by a Credit Event therein were a reference to the Closing Date. (f) The Administrative Agent shall have received (i) management’s financial projections for SSCC and the Subsidiaries through 2014, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of the Closing Date and including the material assumptions on which such projections were basedResponsible Officer thereof, in each case in substantially the form and substance reasonably satisfactory to the Administrative Agent, and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptionsExhibit G-6. (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY 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 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.

Conditions Precedent to the Closing Date. This Agreement The obligation of each Lender to make Loans and the rights and obligations effectiveness of this Agreement are subject to the parties hereunder will become effective on the date on which prior satisfaction of each of the following conditions has been satisfied conditions, in each case to the satisfaction of the Administrative Agent and each of the Lenders (unless waived pursuant to Section 9.12(a)) on or waived in accordance with Section 13.12):prior to the Closing Date: (a) The Administrative Agent shall have received from Delivery to the Agents of each party hereto either of the following Financing Documents, each duly executed and delivered by the parties thereto: (i) a counterpart of this Agreement signed on behalf of such party or the Original Loan Agreement; [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. (ii) evidence satisfactory the Original CADA; (iii) the Original Member Pledge; (iv) the Original Security Agreement; (v) the Fee Letters (excluding Fee Letters dated after the Closing Date); (vi) the Tax Equity Required Consents (if any); (vii) the LLC Agreements (amended and restated to comply with the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart provisions of this Agreement Agreement, as provided in Section 13.10necessary); and (viii) the Notes (if requested by a Lender). (b) The Administrative Agent shall have received a favorable written opinion of each of Winston & Xxxxxx LLP, U.S. counsel for the Loan Parties, substantially to the effect Each representation and warranty set forth in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary Section 4.1 is true and General Counsel for SSCC and SSCE, substantially to the effect set forth correct in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, in each case (A) dated all material respects as of the Closing Date, other than those representations and warranties which are modified by materiality by their own terms, which shall be true and correct in all respects as of the Closing Date (Bunless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date). (c) addressed As of the Closing Date, no event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by this Agreement on the Closing Date that would constitute a Default or an Event of Default under this Agreement. (d) Delivery to the Administrative Agent and each Lender of the following: (i) an omnibus secretary’s certificate, satisfactory in form and substance to the Administrative Agent, from Borrower Member, signed by an authorized Responsible Officer and dated as of the Security Agent Closing Date, attaching and the Lenders, and (C) covering such customary legal matters relating to this Agreement certifying as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCCOrganizational Documents of each Loan Party (which, SSCE and to the other Borrowers hereby instruct their counsel to deliver such opinions. (c) All legal matters incident to this Agreementextent filed with a Governmental Authority, the Borrowings and other extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Administrative Agent and the Lenders. (d) 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 of SSCC, SSCE and the other Borrowers, certified as of a recent date by the Secretary of State or other relevant such Governmental Authority of the jurisdiction of its organizationAuthority), and a certificate attaching and certifying as to the good standing (or resolutions of the equivalent thereof) governing body of each Loan Party, the good standing, existence or its equivalent of SSCC, SSCE each Loan Party and of the other Borrowers as incumbency of a recent date from such Secretary one or more Responsible Officers of State or other Governmental Authority; each Loan Party; (ii) a certificate executed by a Responsible Officer of the Secretary or Assistant Secretary Borrower certifying to (A) the representations and warranties made by each Loan Party in each Financing Document to which it is a party being true and correct in all material respects as of each of SSCC, SSCE and the other Borrowers dated the Closing Date (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date), (B) the absence of a Default or an Event of Default, (C) the absence of any (x) material breach by any Loan Party of any Material Project Documents to which it is a party or (y) breach of any Other Documents that could have a Material Adverse Effect, (D) the absence of any Bankruptcy Event with respect to any Loan Party and any Subject Fund in which such Loan Party owns an interest, and (E) the satisfaction (or waiver by the [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. Administrative Agent and each Lender) of all conditions precedent to the Closing Date in accordance with the terms and conditions hereof; (iii) a certificate executed by a Responsible Officer of the Borrower certifying to (A) that attached thereto is the absence of a true and complete copy Default or an Event of Default with respect to Borrower Member or Vivint Solar Parent, (B) the by-laws absence of any Bankruptcy Event with respect to Borrower Member or Vivint Solar Parent; (or equivalent organizational documentsiv) an opinion, dated as of SSCC, SSCE or each other Borrower, as applicable, 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 SSCCXxxxxxx Xxxxxxx & Xxxxxxxx LLP, SSCE or each other Borrower, as applicable, authorizing the 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 (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 counsel to the incumbency and specimen signature of each officer executing this Agreement on behalf of SSCCLoan Parties, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-clauses (i) and (ii) shall be in form and substance reasonably acceptable to the Administrative Agent)Agents and each Lender; and (iiiv) a certificate an opinion, dated as of another officer as the Closing Date, of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special bankruptcy counsel to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (iv) a certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date and certifying that attached thereto is a true and complete copy of the Term Loan Credit Agreement (including all exhibitsParties, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory acceptable to the Administrative Agent; Agents and (v) such other documents as the Administrative Agent may reasonably requesteach Lender. (e) The Collateral Documents shall have been duly executed and delivered by each Loan Party that is to be a party thereto, together with (x) certificates representing the Equity Interests of the Borrower, the Equity Interests of each Managing Member and each Equity Interest owned by any Managing Member in another Person accompanied, in each case, by undated stock powers executed in blank and (y) documents and instruments to be recorded or filed that the Administrative Agent shall have received a certificatemay deem reasonably necessary to perfect, dated record and file in the Closing Date and signed by a Financial Officer of and on behalf of Holdings, confirming compliance as of the Closing Date with the condition precedent set forth in Section 7.01(ii) with the same effect as if each reference to the date of a Credit Event therein were a reference to the Closing Dateappropriate jurisdictions. (f) The Administrative Agent and the Collateral Agent shall have received (iA) management’s financial projections for SSCC and the Subsidiaries through 2014, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan searches of Reorganization as disclosed UCC filings in the Disclosure Statement jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where a filing would need to be made in order to perfect the security interest of the Closing Date Collateral Agent (for the benefit of the Secured Parties) in the Collateral, (B) copies of the financing statements on file in such jurisdictions and including the material assumptions on which such projections were based, in each case in form and substance reasonably satisfactory to the Administrative Agent, evidence that no Liens exist other than Permitted Liens and (iiC) an unaudited pro forma consolidated balance sheet copies of SSCC tax lien, judgment and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if bankruptcy searches in such transactions had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptionsjurisdictions. (g) The U.S. Bankruptcy Court UCC financing statements relating to the Collateral being secured as of the Closing Date shall have entered an been duly filed in each office and in each jurisdiction where required in order to create and perfect the first Lien and security interest set forth in form the Collateral Documents. The Borrower shall have properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Lien and substance reasonably acceptable to DBNY and JPMCB approving Holdings and the other Borrowers’ execution, delivery and performance of this Agreementsecurity interest described above by possession or control, including delivery of original certificates representing all issued and outstanding Equity Interests in the payment of feesBorrower, expenses, indemnities each Managing Member and other amounts contemplated hereby, each Equity Interest owned by any Managing Member in another Person along with blank transfer powers 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 Dateproxies. (h) The Plan All amounts required to be paid to or deposited with the Administrative Agent, the Collateral Agent, the Depositary or any Lender under this Agreement, the Fee Letters (as of Reorganization as reflected the Closing Date), or any other Financing Document, or under any separate agreement with such parties, and all taxes, fees and other costs payable in connection with the Disclosure Statement execution, delivery and filing of the documents and instruments required to be filed pursuant to this Section 3.1, shall be have [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. been paid in form full (or in connection with such taxes, fees (other than fees payable to the Lenders or the Agents) and substance reasonably costs, the Borrower shall have made other arrangements acceptable to the Lead ArrangersAgents, the Depositary or such Lender(s), as the case may be, in their sole discretion). (i) On The Agents and Lenders shall have received all such documentation and information requested by the Agents and the Lenders that is necessary (including the names and addresses of the Borrower, taxpayer identification forms, name of officers/board members, documents and copies of government-issued identification of the Borrower and each other Loan Party (or owners thereof) for the Agents and the Lenders to identify the Borrower and each other Loan Party (or owners thereof) in accordance with the requirements of the Patriot Act (including the “know your customer” and similar regulations thereunder). (j) All Accounts required to be open as of the Closing Date under the CADA (including the Interest Reserve Account) shall have been opened in the name of the Borrower and each Managing Member. (k) The expenses incurred and invoiced as of or prior to the Closing Date, Holdings Date shall have provided to been paid by the Administrative Agent and the Co-Collateral Agents Borrower or its Affiliates in accordance with Section 10.4. (il) The Borrower shall have delivered 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 results of such appraisal and collateral examination shall be unaudited financial statement in form and substance reasonably satisfactory to the Co-Collateral AgentsAdministrative Agent. (jm) On The Borrower shall have obtained all approvals (to the extent required to have been obtained by such time) and all consents, including any applicable Tax Equity Required Consents, modifications to Project Documents or Organizational Documents of any Subject Fund, in each case that are necessary for its entry into the Financing Documents to which it is a party and implementation of the transactions contemplated in the Financing Documents, each of which is listed on Schedule 3.1(m). (n) All outstanding obligations under the Bridge Loan Credit Facility have been indefeasibly paid in full in cash on the Closing Date, the Administrative Agent and the Co-Collateral Agents shall have received the initial Borrowing Base Certificate. (ko) 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 AgreementTax Equity Model for each Subject Fund.

Conditions Precedent to the Closing Date. This Agreement and the rights and The Lenders’ obligations of the parties hereunder will become effective on the date on which each to make Loans shall be subject to all of the following conditions has precedent having been satisfied (or waived in accordance with Section 13.12):9.02) on or prior to the Commitment Termination Date: (a) The Administrative Agent Effective Date shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart of this Agreement as provided in Section 13.10occurred. (b) The Administrative Agent Acquisition shall have received a favorable written opinion of each of Winston & Xxxxxx LLP, U.S. counsel for the Loan Partiesbeen (or, substantially contemporaneously with the Borrowing, will be) consummated pursuant to the Acquisition Agreement without giving effect set forth in Exhibit P-1to any modifications, Xxxxx X. Xxxxconsents, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, amendments or waivers thereto that in each case (A) dated the Closing Date, (B) addressed are materially adverse to the Administrative Agentinterests of the Lenders or the Arrangers, unless the Security Agent Arrangers shall have provided their written consent thereto (it being understood that any change in the purchase consideration of less than 5% in respect of the Acquisition will be deemed not to be materially adverse to the Lenders and the Lenders, and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinionsArrangers). (c) All legal matters incident Except (i) as disclosed in the Company SEC Reports filed on or after June 30, 2015 and prior to this Agreement, the Borrowings date of the Acquisition Agreement (including exhibits and other extensions information incorporated by reference therein, but excluding any amendment thereto made after the date of credit hereunder the Acquisition Agreement or any forward looking disclosures set forth in any “risk factors” section, any disclosures in any “forward looking statements” section and the any other Loan Documents shall be reasonably satisfactory disclosures included therein to the Administrative Agent extent they are predictive or forward-looking in nature); or (ii) as set forth in the Company Disclosure Letter (as defined in the Acquisition Agreement as of October 20, 2015 and provided to the LendersArrangers on such date), since June 30, 2015, there has not been any event, condition, circumstance, development, change or effect having, or that would reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect. (d) The Administrative Agent shall have received (except to the extent not required by the Administrative Agent) (i) a copy audited financial statements of the certificate or articles of incorporation (or equivalent organizational documents), including all amendments thereto, of Borrower for each of SSCC, SSCE and the other Borrowers, certified as of a its three most recent date by the Secretary of State or other relevant Governmental Authority of the jurisdiction of its organization, and a certificate as fiscal years ended at least 60 days prior to the good standing (or the equivalent thereof) of each of SSCC, SSCE and the other Borrowers as of a recent date from such Secretary of State or other Governmental AuthorityClosing Date; (ii) a certificate unaudited financial statements of the Secretary Borrower for any quarterly interim period or Assistant Secretary periods (other than the fourth fiscal quarter) ended after the date of each its most recent audited financial statements (and corresponding periods of SSCC, SSCE any prior year) and the other Borrowers dated more than 40 days prior to the Closing Date and certifying (Aiii) that attached thereto is a true audited and complete copy unaudited financial statements of the byAcquired Business (and any other recent, probable or pending acquisitions) and customary pro forma financial statements of the Borrower giving effect to the Transactions (and such other acquisitions), in each case as required by Rule 3-laws (or equivalent organizational documents) 05 and Article 11 of SSCCRegulation S-X under the Securities Act, SSCE or each other Borrower, as applicable, as in effect on regardless of when the Closing Date, (B) that attached thereto Borrower is a true and complete copy of resolutions duly adopted by the Board of Directors of SSCC, SSCE or each other Borrower, as applicable, authorizing the Transactionsrequired to file such financial statements, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles each of incorporation (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-clauses (i) and (ii) shall be in form and substance reasonably acceptable to the Administrative Agent); through (iii) a certificate meeting the requirements of another officer as to Regulation S-X under the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (iv) a certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date and certifying that attached thereto is a true and complete copy of the Term Loan Credit Agreement (including all exhibits, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Securities Act. The Administrative Agent may reasonably requesthereby acknowledges that the Borrower’s public filing with the SEC under the Securities Exchange Act of 1934, as amended, of any required financial statements will satisfy the requirements of this paragraph. (e) The Administrative Agent shall have received a certificateAll costs, dated fees, expenses (including, without limitation, legal fees and expenses) to the extent invoiced at least two Business Days prior to the Closing Date and signed the fees contemplated by a Financial Officer of and the Fee Letters payable to the Arrangers, the Administrative Agent or the Lenders shall have been paid on behalf of Holdings, confirming compliance as of or prior to the Closing Date with the condition precedent set forth Date, in Section 7.01(ii) with the same effect as if each reference case, to the date of a Credit Event therein were a reference extent required by the Fee Letters or this Agreement to be paid on or prior to the Closing Date. (f) The Administrative Agent shall have received (i) management’s financial projections for SSCC and the Subsidiaries through 2014, including but not limited at least three Business Days prior to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of the Closing Date all documentation and other information regarding the Borrower and the Guarantors required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the material assumptions on which such projections were basedPatriot Act to the extent reasonably requested at least 10 Business Days prior to the Closing Date. (g) The Administrative Agent shall have received customary legal opinions from Xxxxx Day or other counsel reasonably acceptable to the Administrative Agent, in each case in customary form and substance reasonably satisfactory to the Administrative AgentAgent and the Borrower. (h) At the time of and upon giving effect to the borrowing and application of Loans on the Closing Date, (i) the Acquisition Representations and the Specified Representations shall be true and correct, in all (except to the extent already qualified by materiality or material adverse effect) material respects and (ii) an unaudited pro forma consolidated balance sheet there shall not exist any Default or Event of SSCC and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, whichDefault, in each case, shall be prepared in good faith and based upon reasonable assumptions. pursuant to Sections 7.01(a), 7.01(b), 7.01(d) (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable solely with respect to DBNY 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 Sections 5.03 (with respect of periods or events occurring on or prior to the Funding Date. Borrower’s existence) and 5.08 and Article VI (hother than Section 6.05)), 7.01(f), 7.01(g), 7.01(h), 7.01(i), 7.01(m) The Plan of Reorganization as reflected in the Disclosure Statement shall be in form and substance reasonably acceptable to the Lead Arrangers7.01(o). (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 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 (in each case dated as of the Closing Date) (i) an officer’s certificate from the Borrower that there has been no change to the matters previously certified pursuant to Sections 4.01(b), (c) and other amounts due (d) (or otherwise providing updates to such certifications) and payable on or prior to that the conditions precedent contained in Sections 4.02(b) and (h) have been satisfied as of the Closing Date, including, to and (ii) a Solvency Certificate from 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 chief financial officer of the execution and delivery Borrower substantially in the form of this AgreementExhibit B hereto. (j) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03.

Conditions Precedent to the Closing Date. This Agreement and the rights and obligations The commitments of the parties hereunder will Lenders to make Advances under and in accordance with this Agreement shall not become effective on the date on which each of until the following conditions has precedent shall have been satisfied (or waived in accordance with Section 13.12):fulfilled: (a) The Administrative Agent shall have received from the following, each party hereto either dated the date of delivery thereof (unless otherwise specified below), in form and substance satisfactory to each Lender and (except for the Notes) in sufficient copies for each Lender: (i) a counterpart Counterparts of this Agreement, duly executed by each party hereto. (ii) The Notes to the order of the respective Lenders, duly executed by the Borrower. (iii) True and complete photocopies of the Significant Contracts in effect on the Closing Date and all amendments, modifications and supplements thereto, in each case duly executed by the respective parties thereto. (iv) A certificate of an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder and thereunder and (B) that attached thereto are true and correct copies of the Articles of Incorporation of the Borrower, and all amendments thereto, and the By-laws of the Borrower, in each case as in effect on such date and (C) that attached thereto are true and correct copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes and the other documents to be delivered by the Borrower hereunder and thereunder, and of all documents evidencing other necessary corporate action, if any, with respect to the execution, delivery and performance by the Borrower of this Agreement signed and the Notes. (v) A certificate of a duly authorized officer of the Borrower certifying that, except as set forth in the Disclosure Documents, there is no pending or known threatened action or proceeding (including, without limitation, any action or proceeding relating to any environmental protection laws or regulations) affecting the Borrower or its properties before any court, governmental agency or arbitrator, which may: (A) purport to affect the legality, validity or enforceability of the Existing Debt, any Loan Document or any Significant Contract or (B) materially adversely affect the financial condition, properties, prospects or operations of the Borrower as a whole. (vi) A certificate of a duly authorized officer of the Borrower stating that (i) the representations and warranties contained in Section 6.01 are correct, in all material respects, on behalf and as of the Closing Date before and after giving effect to the initial Advances and the application of the proceeds thereof, as though made on and as of such party or date and (ii) evidence satisfactory no event has occurred and is continuing which constitutes an Event of Default or Unmatured Default, or would result from such initial Advances or the application of the proceeds thereof. (vii) A certificate signed by the Treasurer or Assistant Treasurer of the Borrower, certifying as to the absence of any material adverse change in the financial condition, operations, properties or prospects of the Borrower since June 30, 2001, except as disclosed in the Disclosure Documents. (viii) Copies, certified by the Borrower, of all Governmental Approvals listed in Schedule II hereof. (ix) Favorable opinions of: (A) X.X. Xxxxxxx, Esq., Senior Counsel of NUSCO, in substantially the form of Exhibit 5.01A hereto; (B) Xxxxxxx X. Xxxxxx, Esq., Assistant General Counsel of NUSCO, in substantially the form of Exhibit 5.01B hereto; and (C) Xxxxxx X. Xxxxxx, Assistant General Counsel of PSNH, in substantially the form of Exhibit 5.01C hereto; (x) A certificate of PSNH, signed by a duly authorized officer of PSNH, certifying as to the absence of any material adverse change in the financial condition, operations, properties or prospects of PSNH since June 30, 2001, except as disclosed in the disclosure documents referred to in such certificate. (xi) Such other approvals, opinions and documents as any Lender, through the Administrative Agent (which Agent, may include a facsimile transmission) that such party has signed a counterpart reasonably request as to the legality, validity, binding effect or enforceability of this Agreement as provided in Section 13.10and the Notes. (b) The There shall exist no injunction or temporary restraining order which, in the judgment of the Administrative Agent shall have received a favorable written opinion or the Arranger would prohibit the making of each the Advances or the repayment of Winston & Xxxxxx LLP, U.S. counsel for the Loan Parties, substantially to the effect Existing Debt; except as set forth in Exhibit P-1the Disclosure Documents, Xxxxx X. Xxxxthere shall be no pending or known threatened action or proceeding (including, Senior Vice Presidentwithout limitation, Secretary and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Security Agent and the Lenders, and (C) covering such customary legal matters any action or proceeding relating to this Agreement any environmental protection laws or regulations) affecting the Borrower or its properties before any court, governmental agency or arbitrator, which may: (i) purport to affect the legality, validity or enforceability of the Existing Debt, any Loan Document or any Significant Contract or (ii) materially adversely affect the financial condition, properties, prospects or operations of the Borrower as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinionsa whole. (c) All other legal and regulatory matters incident relating to this Agreement, the Borrowings and other extensions of credit hereunder Notes, the Advances and the other Loan Documents repayment of the Existing Debt shall be reasonably satisfactory to the Administrative Agent Arranger and the Lenders. (d) The Administrative Agent No Unmatured Default or Event of Default shall have received (i) a copy of the certificate or articles of incorporation (or equivalent organizational documents), including all amendments thereto, of each of SSCC, SSCE occurred and the other Borrowers, 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 of SSCC, SSCE and the other Borrowers 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 of SSCC, SSCE and the other Borrowers dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 SSCC, SSCE or each other Borrower, as applicable, authorizing the 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 (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-clauses (i) and (ii) shall be in form and substance reasonably acceptable to the Administrative Agent); (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; (iv) a certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date and certifying that attached thereto is a true and complete copy of the Term Loan Credit Agreement (including all exhibits, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent may reasonably requestcontinuing. (e) The Administrative Agent Borrower shall have received a certificate, dated the Closing Date and signed by a Financial Officer of and on behalf of Holdings, confirming compliance as of the Closing Date with the condition precedent set forth paid all fees under or referenced in Section 7.01(ii) with the same effect as if each reference 2.02 hereof, to the date of a Credit Event therein were a reference to the Closing Dateextent then due and payable. (f) The Administrative Agent Closing Date shall have received (i) management’s financial projections for SSCC and the Subsidiaries through 2014, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of the Closing Date and including the material assumptions on which such projections were based, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptions. (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY 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 DateNovember 9, 2001. (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 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.

Conditions Precedent to the Closing Date. This Agreement and the rights and The Lenders’ obligations of the parties hereunder will become effective on the date on which each to make Loans shall be subject to all of the following conditions has precedent having been satisfied (or waived in accordance with Section 13.12):8.01) on or prior to the Commitment Expiration Date: (a) The Administrative Agent the Effective Date shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart of this Agreement as provided in Section 13.10occurred. (b) The Administrative Agent the Acquisition shall have received a favorable been consummated or will be consummated substantially concurrently with the funding of the Loans in accordance with the Acquisition Agreement; provided that no amendment, modification or waiver of any term thereof or any condition to consummate the Acquisition thereunder, or consent or request by the Borrower or any of its Subsidiaries (other than any such amendment, modification, waiver, consent or request that is not materially adverse to any interest of the Lenders) shall be made or granted, as the case may be, without the prior written opinion consent of each of Winston & Xxxxxx LLP, U.S. counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Security Agent and the Lenders, and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinionsJoint Lead Arrangers. (c) All legal matters incident to this except as set forth in (x) the Company Reports (as defined in the Acquisition Agreement, the Borrowings and other extensions as of credit hereunder and the other Loan Documents shall be reasonably satisfactory April 29, 2014) filed with or furnished to the Administrative Agent Securities and Exchange Commission by the LendersTarget on or after January 1, 2012 and at least two Business Days prior to April 29, 2014 (excluding any disclosures of information, factors or risks contained or referenced therein under the captions “Risk Factors,” “Forward-Looking Statements,” “Quantitative and Qualitative Disclosures About Market Risk” or elsewhere therein, to the extent they are statements that are predictive, cautionary or forward-looking in nature) or (y) the corresponding sections or subsections of the Company Disclosure Letter (as defined in the Acquisition Agreement, as of April 29, 2014), there shall not have occurred, since December 31, 2013 any change in the financial condition, business or results of operations of the Target that, individually or in the aggregate, has had or is reasonably likely to have, a Target Material Adverse Effect. (d) The Administrative Agent the Joint Lead Arrangers shall have received (i) a copy audited consolidated balance sheets and related audited consolidated statements of the certificate or articles of incorporation (or equivalent organizational documents)operations, including all amendments thereto, cash flows and shareholders’ equity of each of SSCC, SSCE the Borrower and the other Borrowers, certified as of a recent date by the Secretary of State or other relevant Governmental Authority Target for each of the jurisdiction of its organization, and a certificate as three fiscal years ending more than 60 days prior to the good standing (or the equivalent thereof) of each of SSCC, SSCE and the other Borrowers 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 of SSCC, SSCE and the other Borrowers dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, as in effect on the Closing Date, (Bii) that attached thereto is a true unaudited consolidated balance sheets and complete copy related audited consolidated statements of resolutions duly adopted by operations and cash flows for each fiscal quarter (other than the Board fourth fiscal quarter) of Directors each of SSCC, SSCE or the Borrower and the Target ending after the latest fiscal year for which financial statements have been delivered under clause (i) for each other Borrowerof the Borrower and the Target, as applicable, authorizing and more than 40 days prior to the TransactionsClosing Date (including for the elapsed six and nine month interim periods) and for the corresponding periods of the prior fiscal year, all of which shall have been reviewed by the independent accountants for the Borrower and the Target (as applicable) as provided in Statement on Auditing Standards No. 100, (iii) audited and unaudited financial statements for all recent, probable or pending acquisitions (other than the Target), if any, and that (iv) customary pro forma financial statements, in each case meeting the requirements of Regulation S-X for Form S-3 registration statements and, in the case of clauses (iii) and (iv), only to the extent the Borrower will be required to file such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or equivalent organizational documentsfinancial statements pursuant to Item 9.01(a) of SSCC, SSCE or each other BorrowerForm 8-K and Rule 3-05 and Article 11, as applicable, of Regulation S-X. Each Joint Lead Arranger hereby acknowledges that the Borrower’s or the Target’s public filing with the Securities and Exchange Commission of any required audited financial statements on Form 10-K or required unaudited financial statements on Form 10-Q, in each case, will satisfy the requirements under clauses (i) or (ii) as applicable, of this paragraph. (e) (i) the Joint Lead Arrangers shall have not been amended since received the date Marketing Materials suitable for use in a customary “road show” relating to the placing or selling of debt securities of the last amendment thereto shown on Borrower, including audited and unaudited financial statements of the certificate Borrower and the Target, as applicable, pro forma financial statements and other financial data of good standing furnished pursuant the type and form customarily included in offering memoranda, prospectuses and similar documents (including as referred to in Section 3.02(d)), prepared in accordance with Regulation S-X and Regulation S-K under the Securities Act of 1933, as amended, as well as drafts of customary comfort letters by auditors of the Borrower, which such auditors are prepared to issue upon completion of customary procedures, and the Borrower shall have used commercially reasonable efforts to deliver a draft of a customary comfort letter by auditors of the Target, which such auditor is prepared to issue upon completion of customary procedures, and (ii) the Borrower shall have used commercially reasonable efforts to make available appropriate officers, representatives and advisors of the Borrower for the “road show” referred to in clause (i) above and (D) as to ), in the incumbency and specimen signature case of each officer executing this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-clauses by a date sufficient to afford the Joint Lead Arrangers a period of at least 15 consecutive Business Days following the receipt of the Marketing Materials to place debt securities of the Borrower prior to the Closing Date; provided that such period will not include any date from and including July 4, 2014 through and including July 6, 2014, from and including August 15, 2014 through and including September 1, 2014, from and including November 27, 2014 through and including November 30, 2014 and December 24, 2014 through and including January 5, 2015. (if) the Administrative Agent shall have received customary legal opinions from the General Counsel of the Borrower and (ii) shall be Xxxxxxxx & Xxxxx LLP, as special counsel to the Borrower, in form and substance reasonably acceptable to the Administrative Agent); (iii) a certificate of another officer as to the incumbency Borrower and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (iv) a certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date and certifying that attached thereto is a true and complete copy of the Term Loan Credit Agreement (including all exhibits, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent may reasonably request. (eg) The the Administrative Agent shall have received a certificate, (in each case dated the Closing Date and signed by a Financial Officer of and on behalf of Holdings, confirming compliance as of the Closing Date with Date) (i) an officer’s certificate from the Borrower that there has been no change to the matters previously certified pursuant to Section 3.01(a)(i) and (ii) (or otherwise providing updates to such certifications) and that the condition precedent set forth contained in Section 7.01(ii3.02(b) has been satisfied as of the Closing Date, and (ii) a Solvency Certificate with respect to the Borrower from the chief financial officer of the Borrower. (i) there shall exist no Unmatured Event of Default (except with respect to Section 6.01(d)) or Event of Default pursuant to the following provisions of this Agreement at the time of, and prior to giving effect to the making of the Loans on the Closing Date: Sections 6.01(a), (c) (solely with respect to Section 5.02 (other than Section 5.02(c))), (d) and (e); and (ii) the Target Representations and the Specified Representations shall be true and correct in all material respects (except the Target Representations and Specified Representations that are qualified by materiality, which shall be true and correct), in each case at the time of, and immediately after giving effect to, the making of the Loans on the Closing Date. (i) the Administrative Agent shall have received at least 3 Business Days prior to the Closing Date, to the extent reasonably requested by the Administrative Agent (or any Lender through the Administrative Agent) in writing at least 10 Business Days prior to the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including PATRIOT Act. (j) the Borrower has paid or will pay substantially concurrently with the same effect as if each reference funding of the Loans, all fees and, to the date of a Credit Event therein were a reference extent invoiced at least three days prior to the Closing Date, expenses payable by the Borrower hereunder on the Closing Date (including amounts then payable under the Fee Letters) to the extent required to be paid on or prior to the Closing Date. (fk) The the Administrative Agent shall have received (i) management’s financial projections for SSCC and the Subsidiaries through 2014, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such yeara Notice of Borrowing in accordance with Section 2.02(a), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of the Closing Date and including the material assumptions on which such projections were based, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptions. (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY 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 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.

Conditions Precedent to the Closing Date. This Agreement and the rights and obligations The commitments of the parties hereunder will Lenders to make Advances under and in accordance with this Agreement shall not become effective on the date on which each of until the following conditions has precedent shall have been satisfied (or waived in accordance with Section 13.12):fulfilled: (a) The Administrative Agent shall have received from the following, each party hereto either dated the date of delivery thereof (unless otherwise specified below), in form and substance satisfactory to each Lender and (except for the Notes) in sufficient copies for each Lender: (i) a counterpart Counterparts of this Agreement, duly executed by each party hereto. (ii) The Notes to the order of the respective Lenders, duly executed by the Borrower. (iii) True and complete photocopies of the Significant Contracts in effect on the Closing Date and all amendments, modifications and supplements thereto, in each case duly executed by the respective parties thereto. (iv) A certificate of an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder and thereunder and (B) that attached thereto are true and correct copies of the Articles of Incorporation of the Borrower, and all amendments thereto, and the By-laws of the Borrower, in each case as in effect on such date and (C) that attached thereto are true and correct copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes and the other documents to be delivered by the Borrower hereunder and thereunder, and of all documents evidencing other necessary corporate action, if any, with respect to the execution, delivery and performance by the Borrower of this Agreement signed and the Notes. (v) A certificate of a duly authorized officer of the Borrower certifying that, except as set forth in the Disclosure Documents, there is no pending or known threatened action or proceeding (including, without limitation, any action or proceeding relating to any environmental protection laws or regulations) affecting the Borrower or its properties before any court, governmental agency or arbitrator, which may: (A) purport to affect the legality, validity or enforceability of the Existing Debt, any Loan Document or any Significant Contract or (B) materially adversely affect the financial condition, properties, prospects or operations of the Borrower as a whole. (vi) A certificate of a duly authorized officer of the Borrower stating that (i) the representations and warranties contained in Section 6.01 are correct, in all material respects, on behalf and as of the Closing Date before and after giving effect to the initial Advances and the application of the proceeds thereof, as though made on and as of such party or date and (ii) evidence satisfactory no event has occurred and is continuing which constitutes an Event of Default or Unmatured Default, or would result from such initial Advances or the application of the proceeds thereof. (vii) A certificate signed by the Treasurer or Assistant Treasurer of the Borrower, certifying as to the absence of any material adverse change in the financial condition, operations, properties or prospects of the Borrower since June 30, 2000, except as disclosed in the Disclosure Documents. (viii) Copies, certified by the Borrower, of all Governmental Approvals listed in Schedule II hereof. (ix) Favorable opinions of: (A) C.E. Shively, Esq., Senior Counsel of NUSCO, in substantiallx xxx xxxx xf Exhibit 5.01A hereto; (B) Jeffrey C. Miller, Esq., Assistant General Counsel of NUSCO, xx xxxxxxxxxxxxx the form of Exhibit 5.01B hereto; and (C) Robert A. Bersak, Assistant General Counsel of PSNH, in subsxxxxxxxxx xxx xxrm of Exhibit 5.01C hereto; (x) A certificate of PSNH, signed by a duly authorized officer of PSNH, certifying as to the absence of any material adverse change in the financial condition, operations, properties or prospects of PSNH since June 30, 2000, except as disclosed in the disclosure documents referred to in such certificate. (xi) Such other approvals, opinions and documents as any Lender, through the Administrative Agent (which Agent, may include a facsimile transmission) that such party has signed a counterpart reasonably request as to the legality, validity, binding effect or enforceability of this Agreement as provided in Section 13.10and the Notes. (b) The There shall exist no injunction or temporary restraining order which, in the judgment of the Administrative Agent shall have received a favorable written opinion or the Arranger would prohibit the making of each the Advances or the repayment of Winston & Xxxxxx LLP, U.S. counsel for the Loan Parties, substantially to the effect Existing Debt; except as set forth in Exhibit P-1the Disclosure Documents, Xxxxx X. Xxxxthere shall be no pending or known threatened action or proceeding (including, Senior Vice Presidentwithout limitation, Secretary and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Security Agent and the Lenders, and (C) covering such customary legal matters any action or proceeding relating to this Agreement any environmental protection laws or regulations) affecting the Borrower or its properties before any court, governmental agency or arbitrator, which may: (i) purport to affect the legality, validity or enforceability of the Existing Debt, any Loan Document or any Significant Contract or (ii) materially adversely affect the financial condition, properties, prospects or operations of the Borrower as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinionsa whole. (c) All other legal and regulatory matters incident relating to this Agreement, the Borrowings and other extensions of credit hereunder Notes, the Advances and the other Loan Documents repayment of the Existing Debt shall be reasonably satisfactory to the Administrative Agent Arranger and the Lenders. (d) The Administrative Agent No Unmatured Default or Event of Default shall have received (i) a copy of the certificate or articles of incorporation (or equivalent organizational documents), including all amendments thereto, of each of SSCC, SSCE occurred and the other Borrowers, 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 of SSCC, SSCE and the other Borrowers 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 of SSCC, SSCE and the other Borrowers dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 SSCC, SSCE or each other Borrower, as applicable, authorizing the 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 (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-clauses (i) and (ii) shall be in form and substance reasonably acceptable to the Administrative Agent); (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; (iv) a certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date and certifying that attached thereto is a true and complete copy of the Term Loan Credit Agreement (including all exhibits, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent may reasonably requestcontinuing. (e) The Administrative Agent Borrower shall have received a certificate, dated the Closing Date and signed by a Financial Officer of and on behalf of Holdings, confirming compliance as of the Closing Date with the condition precedent set forth paid all fees under or referenced in Section 7.01(ii) with the same effect as if each reference 2.02 hereof, to the date of a Credit Event therein were a reference to the Closing Dateextent then due and payable. (f) The Administrative Agent Closing Date shall have received (i) management’s financial projections for SSCC and the Subsidiaries through 2014, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of the Closing Date and including the material assumptions on which such projections were based, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptions. (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY 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 DateNovember 9, 2000. (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 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.

Conditions Precedent to the Closing Date. This Agreement The occurrence of the Closing Date and the rights and obligations effectiveness of this Agreement are subject to the parties hereunder will become effective on the date on which prior satisfaction of each of the following conditions has been satisfied (or unless waived in accordance with Section 13.12writing by Lender in its sole and absolute discretion): (a) The Administrative Agent Each representation and warranty set forth in Section 4.1 is true and correct in all respects on the Closing Date (unless such representation or warranty relates solely to an earlier date, in which case it shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf been true and correct in all respects as of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart of this Agreement as provided in Section 13.10earlier date). (b) The Administrative Agent No Default or Event of Default shall have received a favorable written opinion of each of Winston & Xxxxxx LLP, U.S. counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary occurred and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Security Agent and the Lenders, and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinionsbe continuing. (c) All legal matters incident Delivery to this Agreement, the Borrowings and other extensions Lender of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Administrative Agent and the Lenders. (d) The Administrative Agent shall have received (i) a copy of the certificate one or articles of incorporation (more resolutions or equivalent organizational documents), including all amendments thereto, other authorizations of each of SSCC, SSCE and the other BorrowersBorrower, certified by a Responsible Officer of such Borrower as of a recent date by the Secretary of State or other relevant Governmental Authority of the jurisdiction of its organization, being in full force and a certificate as to the good standing (or the equivalent thereof) of each of SSCC, SSCE and the other Borrowers 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 of SSCC, SSCE and the other Borrowers dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 SSCC, SSCE or each other Borrower, as applicable, authorizing the Transactionsexecution, delivery and that performance of this Agreement and the other Operative Documents (to the extent such resolutions have not been modified, rescinded or amended and documents are in full force and effect, (C) that the certificate or articles of incorporation (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, to be executed as applicable, 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 this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-clauses (iClosing Date) and any instruments or agreements required hereunder or thereunder to which Borrowers are a party. (iid) shall be Delivery to Lender of a certificate, in the form and substance reasonably acceptable to the Administrative Agent); (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary Exhibit D-2, or Assistant Secretary executing the certificate pursuant to clause (ii) above; (iv) a certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date and certifying that attached thereto is a true and complete copy of the Term Loan Credit Agreement (including all exhibits, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to Lender from each Borrower, signed by an authorized Responsible Officer of such Borrower and dated as of the Administrative Agent; Closing Date, as to, among other items, the incumbency of the natural persons authorized to execute and (v) deliver this Agreement and the other Financing 4297870.2 Documents and any instruments or agreements required hereunder or thereunder to which such other documents as the Administrative Agent may reasonably requestBorrower is a party. (e) The Administrative Agent Delivery to Lender of a copy of the certificate of formation of each Borrower, certified by the Secretary of State of the State of Delaware, a copy of the operating agreement of such Borrower and good standing certificate issued by the Secretary of State of Delaware, certifying that the Borrower is in good standing. (f) No material action, suit, proceeding or investigation shall have been instituted or threatened against either Borrower. (g) All limited liability company proceedings and documentation of each Borrower relating to the transactions contemplated by this Agreement shall be satisfactory in form and substance to Lender, and Lender shall have received a certificateall information and copies of all documents, dated including records of limited liability company proceedings and copies of any approval by any Governmental Authority required in connection with any transaction herein contemplated, such documents where appropriate to be certified by proper limited liability company officers or Governmental Authorities. (h) Delivery to Lender of executed originals of each Financing Document contemplated or required to be effective as of the Closing Date Date, which shall be satisfactory in form and signed substance to Lender, and shall have been duly authorized, executed and delivered by a Financial Officer the parties thereto (to the extent such documents are required to be executed as of the Closing Date), including, without limitation, amended and restated Mortgages on behalf all Sites upon which Existing Projects are located. All Liens contemplated by the Collateral Documents to be created and perfected in favor of Holdings, confirming compliance Lender as of the Closing Date with shall have been perfected, recorded and filed in the condition precedent set forth in Section 7.01(ii) with the same effect as if each reference to the date of a Credit Event therein were a reference to the appropriate jurisdictions. Closing Date. (fi) The Administrative Agent Lender shall have received Borrowers’ Closing Certificate, dated as of the (ij) management’s financial projections for SSCC and Subject to the Subsidiaries through 2014provisions of Section 5.21 hereof, including but not limited delivery to monthly projections for 2010 Lender of a legal opinion (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan each of Reorganization as disclosed in the Disclosure Statement which shall be dated as of the Closing Date) of: (i) Xxxxx & Xxxxxx L.L.P., counsel to Borrowers, in a form acceptable to Lender, and addressing such matters as Lender may request; and (ii) Local counsel for Borrowers, in a form acceptable to Lender, and addressing such matters as Lender may request in each jurisdiction in which an Existing Project is located. (k) Lender shall have received a UCC search report of a recent date before the Closing Date for each of the jurisdictions in which the UCC-1 financing statements are intended to be filed in respect of the Collateral being secured as of the Closing Date, showing that upon due filing (assuming such filing occurred on the date of such respective reports), the security interests created under the relevant Collateral Documents will have a first-priority interest over all other financing 4297870.2 statements in respect of such Collateral, subject to Permitted Liens that, pursuant to the applicable Legal Requirements, are entitled to a higher priority than the Lien of Lender. (l) All amounts (including, but not limited to, the fees pursuant to Section 2.10) required to be paid to or deposited with Lender hereunder and including its counsel and consultants, and all taxes, fees and other costs payable in connection with the execution, delivery and filing of the documents and instruments required to be filed as a condition precedent pursuant to this Section 3.1, shall have been paid in full (or in connection with such taxes, fees (other than fees payable to Lender) and costs, Borrowers shall have made other arrangements acceptable to Lender in its sole discretion). (m) Lender shall have received: (i) Borrowers’ unaudited balance sheet at January 31, 2013, and the related statements of income and cash flows of Borrowers for the four fiscal quarters then ended; (ii) Borrowers’ most recent pro forma financial information in form and substance acceptable to Lender and (iii) such other information regarding Borrowers’ corporate structure, capital structure, other indebtedness and material assumptions on which such projections were basedaccounts as Lender may request, in each case in form and substance reasonably satisfactory to the Administrative Agent, and Lender. (iin) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as Lender shall have received appraisals of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, whichExisting Projects, in each case, shall be prepared in good faith and based upon reasonable assumptions. (g) The U.S. Bankruptcy Court shall have entered an order case in form and substance reasonably satisfactory and certified to Lender and prepared by an appraiser or appraisers acceptable to DBNY and JPMCB approving Holdings and Lender, demonstrating a fair market value for the other Borrowers’ execution, delivery and performance of this Agreement, including the payment of fees, expenses, indemnities real estate and other amounts contemplated hereby, and approving as tangible assets constituting the Existing Projects in an administrative expense claim against Holdings and the other Borrowers the indemnification, cost reimbursement obligations and fee obligations accruing or payable in respect aggregate amount of periods or events occurring on or prior to the Funding Datenot less than One Hundred Sixteen Million Six Hundred Sixty Six Thousand Six Hundred Sixty Seven Dollars ($116,666,667). (ho) The Plan Lender shall have received all such documentation and information requested by Lender that is necessary (including the name and addresses of Reorganization Borrower, taxpayer identification forms, name of officers/board members, documents and copies of government-issued identification of Borrowers or owners thereof) for Lender to identify Borrowers in accordance with the requirements of the Patriot Act (including the “know your customer” and similar regulations thereunder). (p) No Material Adverse Change with respect to Borrowers has occurred. (q) Concurrently with the making of the Term Loan, (i) Lodging Properties shall have purchased pursuant to the Unit Purchase Agreement (no material provision of which shall have been amended or otherwise modified or waived without the prior written consent of Lender) and shall have become the owner, free and clear of all Liens other than Permitted Liens, of all of the issued and outstanding membership units of Lodging Enterprises, (ii) each of Borrower and the Sellers shall have fully performed all of the obligations to be performed by it under the Acquisition Documents (as reflected in so amended, modified or waived), (iii) the Disclosure Statement Lodging Enterprises Transaction, including all of the terms and conditions thereof, shall have been duly authorized by the Board of Directors and (if required by applicable law) the shareholders, members or partners of the parties to the Acquisition Documents and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in form full force and substance reasonably acceptable to effect in all material respects, (iv) the Lead Arrangers. (i) On or prior to representations and warranties set forth in the Acquisition Documents shall be true and correct in all material respects as if made on and as of the Closing Date, Holdings (v) each of the conditions precedent to the obligations of each of the parties to the Acquisition Documents (as so amended, modified or waived by Lodging Properties as permitted in subsection (q)(i)) to consummate the Lodging Enterprises Transaction as set forth in the Acquisition 4297870.2 Documents shall have provided been satisfied or waived with the consent of Lender, and the Lodging Enterprises Transaction shall have been consummated in accordance with all applicable law and the Acquisition Documents, (vi) Lender shall have received evidence reasonably satisfactory to it as to the Administrative Agent foregoing, as to the receipt by all parties to the Acquisition Documents of all necessary regulatory, creditor, lessor, and other third-party approvals and as to material compliance with all laws applicable to any of such parties, (vii) the Co-Collateral Agents Lodging Enterprises Transaction shall be consummated substantially in accordance with the Acquisition Documents and (iviii) an appraisal indefeasible repayment in full of the Inventory of each Borrower and their respective Subsidiaries from Great American Advisory & Valuation Services, LLC and Subordinated Debt. (iir) a collateral examination Concurrently with the making of the Accounts and Inventory and related assets and liabilities of each Borrower and their respective Subsidiaries from JPMCB and, in each caseTerm Loan, the results of such appraisal and collateral examination Existing Projects shall be transferred from Lodging Enterprises to Lodging Properties and Lodging Properties shall lease the Existing Projects to Lodging Enterprises, all pursuant to instruments of transfer and leases in form and substance reasonably satisfactory to Lender; provided, however, the Co-Collateral AgentsExisting Project located at 000 Xxxxxxxx Xxxx, Xxx Xxxx, Xxxxxxxx will not be transferred to Lodging Properties, and will remain owned by Lodging Enterprises. (js) On Borrowers shall have received an equity contribution in an amount of no less than Sixty Five Million Dollars ($65,000,000) in connection with the Lodging Enterprises Transaction. (t) Lender shall have received a certified copy of an employment contract by and between TR Lodging Enterprises Inc. and [Redacted – name of individual.]. (u) Lender shall have entered into participation agreements or similar undertakings satisfactory to Lender with other financial institutions selected by Lender pursuant to which such institutions shall commit to purchase participations in the Loans in an aggregate principal amount of not less than Fifty Five Million Dollars ($55,000,000) on the Closing Date, the Administrative Agent and the Co-Collateral Agents shall have received the initial Borrowing Base Certificate. (kv) The Administrative Agent Certificates of each Borrower’s insurance evidencing the insurance required by Section 5.14 in form and substance acceptable to Lender. (w) A lender’s policy of title insurance insuring Lenders Lien on each Existing Project issued by a national title company reasonably acceptable to Lender (the “Title Company”) in an amount not less than the Project Appraised Value of such Existing Project (or such other amount approved by Lender in its sole discretion) in form and substance acceptable to, and containing such endorsements as may be required by, Lender in its sole discretion, provided, that, such title policies may be limited by a “tie-in” or “aggregation” endorsement in the amount of $70,000,000. (x) Intentionally omitted. (y) Such other documents as Lender shall have received all Fees reasonably request, in form and other amounts due substance satisfactory to Lender, if Lender has a reasonable concern that any condition precedent in this Section 3.1 has not been satisfied, including a breach of any covenant or representation 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 warranty in respect of the execution and delivery of this Agreement.

Conditions Precedent to the Closing Date. This Agreement and Notwithstanding anything to the rights and obligations contrary in this Agreement, any other Loan Document or any other agreement or undertaking between the Borrower, the Administrative Agent and/or any of the parties hereunder will become effective Lenders, the Lenders’ obligations to make and fund in full all the Loans on the date on which each of Closing Date shall be subject solely to the following conditions has precedent in this Section 5.02 having been satisfied (or waived by the Initial Arrangers in accordance with Section 13.1210.01): (a) The Administrative Agent Effective Date shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart of this Agreement as provided in Section 13.10occurred. (b) The Administrative Agent Oak Street Acquisition shall have received been consummated or will be consummated concurrently or substantially concurrently with the making and the funding of the Loans in all material respects in accordance with the terms of the Merger Agreement; provided, that no amendment, modification, consent or waiver (each being referred to in this clause (b) as a favorable written opinion “change”) of each of Winston & Xxxxxx LLP, U.S. counsel for the Loan Parties, substantially any term thereof or any condition to the effect set forth Borrower’s obligation to consummate the Oak Street Acquisition thereunder (other than any such amendment, modification, consent or waiver that is not materially adverse to any interest of the Lenders) shall be made or granted, as the case may be, without the prior written consent of the Initial Arrangers (which consent shall not be unreasonably withheld, delayed or conditioned) (it being understood and agreed that any change in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially the price not exceeding a 10% increase or decrease in the aggregate purchase price consideration to be paid under the Merger Agreement will be deemed to not be materially adverse to the effect set forth in Exhibit X-0interests of the Lenders and will not require the prior written consent of the Initial Arrangers; provided, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for that any reduction of the Loan Parties, substantially cash portion of the purchase price consideration shall be allocated to a reduction of the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Security Agent and the Lenders, and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinionsCommitments). (c) 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 Administrative Agent and the Lenders. (d) The Administrative Agent shall have received (i) a copy audited consolidated annual financial statements of the certificate or articles of incorporation (or equivalent organizational documents), including all amendments thereto, of Borrower for each of SSCC, SSCE and the other Borrowers, 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 last three full fiscal years ending more than 60 days prior to the good standing (or the equivalent thereof) of each of SSCC, SSCE and the other Borrowers 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 of SSCC, SSCE and the other Borrowers dated the Closing Date and certifying (Aii) that attached thereto is a true and complete copy unaudited consolidated financial statements for each subsequent fiscal quarterly period of the by-laws Borrower ending more than 40 days prior to the Closing Date (or equivalent organizational documentsother than the fourth fiscal quarter of any fiscal year), together with unaudited consolidated financial statements for the corresponding period(s) of SSCCthe prior fiscal year. Each Initial Arranger hereby acknowledges that the Borrower’s public filings with the Securities and Exchange Commission (the “SEC”) on the SEC’s Electronic Data Gathering, SSCE Analysis and Retrieval system of any required audited financial statements on Form 10-K or required unaudited financial statements on Form 10-Q, in each other Borrowercase, will satisfy the requirements under clauses (i) or (ii) as applicable, of this clause (c). The Administrative Agent hereby acknowledges receipt of the financial statements (a) in the foregoing clause (i) for the fiscal years ended December 31, 2020, 2021 and 2022 and (b) in the foregoing clause (ii) for the fiscal quarters ended March 31, 2022, June 30, 2022 and September 30, 2022. (d) All fees and reasonable and documented out-of-pocket expenses (including, without limitation, reasonable and documented out-of-pocket legal fees and expenses) to the extent invoiced at least three Domestic Business Days prior to the Closing Date and the fees contemplated by the Fee Letter payable to the Joint Lead Arrangers, the Administrative Agent or the Lenders shall have been paid on or prior to the Closing Date, in each case, to the extent required by the Fee Letter or this Agreement to be paid on or prior to the Closing Date. (e) [Reserved]. (f) [Reserved]. (g) (i) the Specified Representations shall be true and correct in all material respects on the Closing Date (unless such representations relate to an earlier date, in which case such representations shall have been true and correct in all material respects as in effect of such earlier date) and (ii) there shall not exist on the Closing Date any event that would, assuming the making and the funding of the Loans on the Closing Date, (B) that attached thereto is a true and complete copy constitute an Event of resolutions duly adopted by the Board of Directors of SSCCDefault, SSCE or in each other Borrowercase, as applicable, authorizing the 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 (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished solely pursuant to clause (ix) above Sections 8.01(b) (solely with respect to the payment of any Fee) and 8.01(c) (solely with respect to an intentional breach of Section 7.04) and (Dy) as to Sections 8.01(g), 8.01(h) and 8.01(i) (solely, in the incumbency and specimen signature case of each officer executing this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing Sections 8.01(g), 8.01(h) and 8.01(i), with respect to the Borrower). (h) The Administrative Agent shall have received (in sub-clauses each case dated the Closing Date) (i) a customary officer’s certificate from the Borrower that the conditions precedent contained in Section 5.02(b), Section 5.02(g)(i) and Section 5.02(g)(ii) have been satisfied on the Closing Date, and (ii) shall be in form and substance reasonably acceptable to a Solvency Certificate from the Administrative Agent); (iii) a certificate of another officer as to the incumbency and specimen signature chief financial officer, treasurer or any other Authorized Officer of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (iv) a certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date and certifying that attached thereto is a true and complete copy of the Term Loan Credit Agreement (including all exhibits, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent may reasonably requestBorrower. (ei) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of and on behalf of Holdings, confirming compliance as of the Closing Date Borrowing Request in accordance with the condition precedent set forth in Section 7.01(ii) with the same effect as if each reference to the date of a Credit Event therein were a reference to the Closing Date. 2.02 (f) The Administrative Agent shall have received (i) management’s financial projections for SSCC and the Subsidiaries through 2014, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of the Closing Date and including the material assumptions on which such projections were based, in each case in form Borrowing Request shall not include any representations and substance reasonably satisfactory to the Administrative Agent, and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, whichwarranties or any certifications, in each case, shall be prepared in good faith and based upon reasonable assumptions. (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY 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 a condition to the Funding Date. (h) The Plan funding 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 all Loans on 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 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.

Conditions Precedent to the Closing Date. This Agreement and Notwithstanding anything to the rights and obligations contrary in this Agreement, any other Loan Document or any other agreement or undertaking between the Borrower, the Administrative Agent and/or any of the parties hereunder will become effective Lenders, the Lenders’ obligations to make and fund in full all the Loans on the date on which each of Closing Date shall be subject solely to the following conditions has precedent in this Section 5.02 having been satisfied (or waived by the Initial Arrangers in accordance with Section 13.1210.01): (a) The Administrative Agent Effective Date shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart of this Agreement as provided in Section 13.10occurred. (b) The Administrative Agent Aetna Acquisition shall have received been consummated or will be consummated concurrently or substantially concurrently with the making and the funding of the Loans in all material respects in accordance with the terms of the Merger Agreement; provided, that no amendment, modification, consent or waiver (each being referred to in this clause (b) as a favorable written opinion “change”) of each of Winston & Xxxxxx LLP, U.S. counsel for the Loan Parties, substantially any term thereof or any condition to the effect set forth Borrower’s obligation to consummate the Aetna Acquisition thereunder (other than any such amendment, modification, consent or waiver that is not materially adverse to any interest of the Lenders) shall be made or granted, as the case may be, without the prior written consent of the Initial Arrangers (which consent shall not be unreasonably withheld, delayed or conditioned) (it being understood and agreed that any change in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially the price not exceeding a 10% increase or decrease in the aggregate purchase price consideration to be paid under the Merger Agreement will be deemed to not be materially adverse to the effect set forth in Exhibit X-0interests of the Lenders and will not require the prior written consent of the Initial Arrangers; provided, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for that any reduction of the Loan Parties, substantially cash portion of the purchase price consideration shall be allocated to a reduction of the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Security Agent and the Lenders, and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinionsCommitments). (c) All legal matters incident Since December 3, 2017, there shall not have occurred any event, change, effect, development, or occurrence that has had or would reasonably be expected to this Agreementhave, individually or in the Borrowings and other extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Administrative Agent and the Lendersaggregate, a Target Material Adverse Effect. (d) The Administrative Agent shall have received (i) a copy audited consolidated annual financial statements of the certificate or articles of incorporation (or equivalent organizational documents), including all amendments thereto, of Borrower for each of SSCC, SSCE and the other Borrowers, 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 last three full fiscal years ending more than 60 days prior to the good standing (or the equivalent thereof) of each of SSCC, SSCE and the other Borrowers 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 of SSCC, SSCE and the other Borrowers dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, as in effect on the Closing Date, (ii) unaudited consolidated financial statements for each subsequent fiscal quarterly period of the Borrower ending more than 40 days prior to the Closing Date (other than the fourth fiscal quarter of any fiscal year), together with unaudited consolidated financial statements for the corresponding period(s) of the prior fiscal year and (iii) (A) audited consolidated balance sheets and related audited statements of income, comprehensive income, shareholders’ equity and cash flows of Aetna for each of the three fiscal years most recently ended at least 60 days prior to the Closing Date and (B) that attached thereto is a true unaudited consolidated balance sheets and complete copy related unaudited statements of resolutions duly adopted by income, comprehensive income, shareholders’ equity and cash flows of Aetna for each subsequent fiscal quarter ended at least 40 days prior to the Board Closing Date and (iv) customary pro forma financial statements of Directors the Borrower giving effect to the Transactions, in each case meeting the requirements of SSCCRegulation S-X for Form S-3 registration statements and, SSCE or each other Borrowerin the case of clauses (iii) and (iv), only to the extent the Borrower will be required to file such financial statements pursuant to Item 9.01 of Form 8-K and Rule 3-05 and Article 11, as applicable, authorizing of Regulation S-X. Each Initial Arranger hereby acknowledges that the TransactionsBorrower’s or Aetna’s public filings with the Securities and Exchange Commission (the “SEC”) on the SEC’s Electronic Data Gathering, Analysis and that such resolutions have not been modifiedRetrieval system of any required audited financial statements on Form 10-K or required unaudited financial statements on Form 10-Q, rescinded or amended and are in full force and effecteach case, will satisfy the requirements under clauses (i), (Cii) that the certificate or articles of incorporation (or equivalent organizational documentsiii) of SSCC, SSCE or each other Borrower, as applicable, have not been amended since the date of this clause (d). The Administrative Agent hereby acknowledges receipt of the last amendment thereto shown on financial statements (a) in the certificate of good standing furnished pursuant to foregoing clause (i) above for the fiscal years ended December 31, 2015, 2016 and 2017, (Db) as to the incumbency and specimen signature of each officer executing this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of in the foregoing in sub-clauses (i) and (ii) shall be in form and substance reasonably acceptable to the Administrative Agent); (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; (iv) a certificate of for the Secretary or Assistant Secretary of Holdings dated the Closing Date fiscal quarters ended March 31, 2018 and certifying that attached thereto is a true and complete copy of the Term Loan Credit Agreement (including all exhibitsJune 30, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agent; 2018, and (vc) such other documents as for the Administrative Agent may reasonably requestforegoing clause (iii) for the fiscal years ended December 31, 2015, 2016 and 2017 and the fiscal quarters ended March 31, 2018 and June 30, 2018. (e) The Administrative Agent shall have received a certificateAll fees and reasonable and documented out-of-pocket expenses (including, dated without limitation, reasonable and documented out-of-pocket legal fees and expenses) to the extent invoiced at least three Domestic Business Days prior to the Closing Date and signed the fees contemplated by a Financial Officer of and the Fee Letter (as amended by the Joinder Agreement) payable to the Joint Lead Arrangers, the Administrative Agent or the Lenders shall have been paid on behalf of Holdings, confirming compliance as of or prior to the Closing Date with the condition precedent set forth Date, in Section 7.01(ii) with the same effect as if each reference case, to the date of a Credit Event therein were a reference extent required by the Fee Letter (as amended by the Joinder Agreement) or this Agreement to be paid on or prior to the Closing Date. (f) [Reserved]. (g) [Reserved]. (i) The Target Representations shall be true and correct in all material respects on the Closing Date (unless such representations relate to an earlier date, in which case such representations shall have been true and correct in all material respects as of such earlier date), (ii) the Specified Representations shall be true and correct in all material respects on the Closing Date (unless such representations relate to an earlier date, in which case such representations shall have been true and correct in all material respects as of such earlier date), and (iii) there shall not exist on the Closing Date any event that would, assuming the making and the funding of the Loans on the Closing Date, constitute an Event of Default, in each case, solely pursuant to (x) Sections 8.01(b) (solely with respect to the payment of any Fee) and 8.01(c) (solely with respect to an intentional breach of Section 7.04) and (y) Sections 8.01(g), 8.01(h) and 8.01(i) (solely, in the case of each of the foregoing Sections 8.01(g), 8.01(h) and 8.01(i), with respect to the Borrower). (i) The Administrative Agent shall have received (i) management’s financial projections for SSCC and the Subsidiaries through 2014, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of the Closing Date and including the material assumptions on which such projections were based, in each case in form and substance reasonably satisfactory dated the Closing Date) (i) a customary officer’s certificate from the Borrower that there has been no change to the Administrative Agentmatters previously certified pursuant to Section 5.01(c) (or otherwise providing updates to such certifications) and that the conditions precedent contained in Section 5.02(b), Section 5.02(h)(ii) and Section 5.02(h)(iii) have been satisfied on the Closing Date, and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as a Solvency Certificate from the chief financial officer, treasurer or any other Authorized Officer of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptions. (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY 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 Borrower 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 results of such appraisal and collateral examination shall be in form and substance reasonably satisfactory to the Co-Collateral AgentsExhibit F hereto. (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 a Borrowing Request in accordance with Section 2.02 (which such Borrowing Request shall not include any representations and warranties or any certifications, in each case, as a condition to the funding of all Fees and other amounts due and payable Loans 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).

Conditions Precedent to the Closing Date. This Agreement and the rights and The Lenders’ obligations of the parties hereunder will become effective on the date on which each to make Loans shall be subject to all of the following conditions has precedent having been satisfied (or waived in accordance with Section 13.12):8.01) on or prior to the Commitment Termination Date: (a) The Administrative Agent Effective Date shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart of this Agreement as provided in Section 13.10occurred. (b) The Administrative Agent Acquisition shall have received a favorable written opinion of each of Winston & Xxxxxx LLP, U.S. counsel for the Loan Partiesbeen (or, substantially contemporaneously with the Borrowing, will be) consummated pursuant to the Acquisition Agreement without giving effect set forth in Exhibit P-1to any modifications, Xxxxx X. Xxxxconsents, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially amendments or waivers thereto agreed to by the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, Borrower or Merger Sub that in each case (A) dated the Closing Date, (B) addressed are materially adverse to the Administrative Agentinterests of the Lenders or the Arrangers, unless the Security Agent Arrangers shall have provided their written consent thereto (it being understood that any change in the purchase consideration of less than 10% in respect of the Acquisition will be deemed not to be materially adverse to the Lenders and the Lenders, and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinionsArrangers). (c) All legal matters incident Except (i) as disclosed in any Specified Company SEC Document; provided, that (x) any information contained in any part of any Specified Company SEC Document shall only be deemed to this Agreement, be an exception for the Borrowings purposes hereof if the relevance of such item as an exception is reasonably apparent on its face and (y) in no event shall any risk factor disclosure under the heading “Risk Factors” or disclosure set forth in any “forward looking statements” disclaimer or other extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory general statements to the Administrative Agent extent they are predictive or forward looking in nature that are included in any part of any Specified Company SEC Document be deemed to be an exception to, or, as applicable, disclosure for purposes of, this paragraph or (ii) as set forth in the Company Disclosure Letter (as defined in the Acquisition Agreement as of October 5, 2014 and provided to Xxxxxxx Xxxxx Bank USA on such date), since June 30, 2014, there shall not have been any effect, change, condition, fact, development, occurrence or event that has had, or would reasonably be expected to have, individually or in the Lendersaggregate, a Target Material Adverse Effect. (d) The Administrative Agent shall have received (i) a copy of under the certificate or articles of incorporation (or equivalent organizational documents), including all amendments thereto, of Securities Act but in each of SSCC, SSCE and the other Borrowers, 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 case only to the good standing (or extent the equivalent thereofBorrower will be required to file such financial statements pursuant to Item 9.01(a) of each of SSCC, SSCE Form 8-K and the other Borrowers 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 of SSCC, SSCE Rule 3-05 and the other Borrowers dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent organizational documents) of SSCC, SSCE or each other BorrowerArticle 11, as applicable, as in effect on the Closing Date, (B) that attached thereto of Regulation S-X. It is a true understood and complete copy of resolutions duly adopted by the Board of Directors of SSCC, SSCE or each other Borrower, as applicable, authorizing the Transactions, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) agreed that the certificate Borrower’s or articles the Acquired Business’s public filing with the Securities and Exchange Commission of incorporation (any required audited financial statements on Form 10-K or equivalent organizational documents) of SSCCrequired unaudited financial statements on Form 10-Q, SSCE or in each other Borrowercase, as applicable, have not been amended since will satisfy 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 this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-requirements under clauses (i) and or (ii) shall be in form and substance reasonably acceptable to the Administrative Agent); (iii) a certificate as applicable, of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to this clause (ii) above; (iv) a certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date and certifying that attached thereto is a true and complete copy of the Term Loan Credit Agreement (including all exhibits, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent may reasonably requestd). (e) The Administrative Agent shall have received a certificate, dated at least 3 Business Days prior to the Closing Date all documentation and signed other information regarding the Borrower and the Target (if the Target Guarantee is required to be entered into pursuant to Section 5.01(i)), required by a Financial Officer of bank regulatory authorities under applicable “know-your-customer” and on behalf of Holdingsanti-money laundering rules and regulations, confirming compliance as of including the Closing Date with the condition precedent set forth in Section 7.01(ii) with the same effect as if each reference Patriot Act to the date of a Credit Event therein were a reference extent reasonably requested at least 10 Business Days prior to the Closing Date. (f) The Administrative Agent shall have received (i) management’s financial projections for SSCC and the Subsidiaries through 2014a favorable opinion of Skadden, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year)Arps, reflecting the Transactions and the Plan of Reorganization Slate, Xxxxxxx & Xxxx LLP, as disclosed in the Disclosure Statement as of the Closing Date and including the material assumptions on which such projections were based, in each case in form and substance reasonably satisfactory special counsel to the Administrative AgentBorrower, and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptions. (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY 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 ArrangersAdministrative Agent. (ig) On or prior At the time of and upon giving effect to the Borrowing on 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 Acquisition Representations and their respective Subsidiaries from Great American Advisory & Valuation Servicesthe Specified Representations shall be true and correct, LLC in all material respects (except to the extent already qualified by materiality or material adverse effect, in all respects) and (ii) a collateral examination there shall not exist any Default or Event of the Accounts and Inventory and related assets and liabilities of each Borrower and their respective Subsidiaries from JPMCB andDefault, in each case, the results of such appraisal and collateral examination shall be in form and substance reasonably satisfactory pursuant to Sections 6.01(a), 6.01(c) (to the Co-Collateral Agentsextent arising from a breach of Sections 5.01(a)(i), 5.01(h), 5.02(a) or 5.02(b)), 6.01(d) (solely with respect to any Debt of the Borrower or any of its Subsidiaries which is outstanding in a principal amount in excess of $200,000,000 in the aggregate) or 6.01(e). (jh) On All costs, fees, expenses (including, without limitation, legal fees and expenses) to the extent invoiced at least two Business Days prior to the Closing DateDate and the fees contemplated by the Fee Letters payable to the Arrangers, the Administrative Agent and or the Co-Collateral Agents Lenders shall have received the initial Borrowing Base Certificate. (k) The Administrative Agent shall have received all Fees and other amounts due and payable been paid on or prior to the Closing Date, includingin each case, to the extent invoiced, payment required by the Fee Letters or reimbursement of all Fees and expenses (including the reasonable fees, charges and disbursements of counsel) required this Agreement to be reimbursed paid on or paid by Holdings or any Borrower hereunder or under any other Loan Document or prior to the Closing Date. (i) The Administrative Agent shall have received (in respect each case dated as of the execution Closing Date) (i) an officer’s certificate from the Borrower that there has been no change to the matters previously certified pursuant to Sections 3.01(b), (c) and delivery (d) (or otherwise providing updates to such certifications) and that the condition precedent contained in Section 3.02(b) has been satisfied as of this Agreementthe Closing Date, and (ii) a Solvency Certificate from the chief financial officer of the Borrower substantially in the form of Exhibit D hereto. (j) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02(a).

Conditions Precedent to the Closing Date. This Agreement and the rights and The obligations of the parties hereunder will Lender to make Loans shall not become effective on until the date (the “Closing Date”) on which each of the following conditions has been is satisfied (or waived in accordance with Section 13.129.5): (a) The Administrative Agent Lender shall have received from the following, each party hereto either (i) a counterpart of this Agreement signed on behalf of such party which shall be originals or (ii) evidence satisfactory telecopies or in an electronic format acceptable to the Administrative Agent Lender (which may include followed promptly by originals) unless otherwise specified, each properly executed by a facsimile transmission) that such party has signed a counterpart Responsible Officer of this Agreement the Borrower, each dated as provided in Section 13.10. of the Closing Date (b) The Administrative Agent shall have received a favorable written opinion of each of Winston & Xxxxxx LLP, U.S. counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4or, in each the case (A) dated of certificates of governmental officials, a recent date prior to the Closing Date, (B) addressed to the Administrative Agent, the Security Agent and the Lenders, each in a form and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinions. (c) All legal matters incident to this Agreement, the Borrowings and other extensions of credit hereunder and the other Loan Documents shall be substance reasonably satisfactory to the Administrative Agent and the Lenders.Lender: (d) The Administrative Agent shall have received (i) executed counterparts of this Agreement in such number of copies as the Lender shall require; (ii) an executed Note; (iii) a certificate, signed by a Responsible Officer of the Borrower, in form and substance satisfactory to the Lender, certifying that (i) all representations and warranties of the Borrower contained in this Agreement and the other Credit Documents are true and correct in all material respects as of the Closing Date (except representations and warranties which relate solely to a specific earlier date, which shall have been true and correct in all material respects as of such earlier date), (ii) there are no material insurance regulatory proceedings pending or threatened in writing against the Borrower or any Insurance Subsidiary in any jurisdiction, (iii) no Default or Event of Default exists as of the Closing Date and (iv) there has not occurred since December 31, 2005 any event or circumstance that has resulted or in the judgment of such officer could reasonably be expected to result in a Material Adverse Effect; (iv) a certificate of the secretary or an assistant secretary of the Borrower, in form and substance reasonably satisfactory to the Lender, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or articles of incorporation (or equivalent other organizational documents), including document and all amendments thereto, thereto of each of SSCC, SSCE and the other BorrowersBorrower, certified as of a recent date by the Secretary of State (or other relevant comparable Governmental Authority Authority) of the its jurisdiction of its organization, and a certificate as to that the good standing (or same has not been amended since the equivalent thereof) date of each of SSCCsuch certification, SSCE and the other Borrowers 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 of SSCC, SSCE and the other Borrowers dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (bylaws or equivalent organizational documents) similar governing document of SSCC, SSCE or each other the Borrower, as applicable, then in effect and as in effect at all times from the date on which the Closing Date, resolutions referred to in clause (Biii) below were adopted to and including the date of such certificate and (iii) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors directors (or similar governing body) of SSCC, SSCE or each other Borrower, as applicable, the Borrower authorizing the Transactionsexecution, delivery and performance of this Agreement and the other Credit Documents, 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 (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 genuineness of the signature of each officer of the Borrower executing this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each any of the foregoing in sub-clauses other Credit Documents, and attaching all such copies of the documents described above; (iv) and (ii) shall be in form and substance reasonably acceptable a Compliance Certificate calculated on a pro forma basis as of September 30, 2006 after giving effect to the Administrative Agentmaking of the initial Borrowing (if any); and (iiivi) a certificate as of another officer as to the incumbency and specimen signature a recent date of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (iv) a certificate good standing of the Secretary or Assistant Borrower under the laws of its jurisdiction of organization, from the Secretary of Holdings dated State (or comparable Governmental Authority) of such jurisdiction; (b) On the Closing Date and certifying that attached thereto is a true and complete copy of Date, the Term Loan Credit Agreement (including all exhibitsLender shall have received an opinion, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative AgentLender, addressed to the Lender and dated the Closing Date, from (i) Hunton & Wxxxxxxx, special North Carolina counsel to the Borrower, and (ii) Jxxxx X. Xxxxxx, Senior Vice President, General Counsel & Secretary to the Borrower, which opinions shall cover the matters contained in Exhibit C; (c) All approvals, permits and consents of any Governmental Authorities (including, without limitation, all relevant Insurance Regulatory Authorities) or other Persons required in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been obtained (without the imposition of conditions that are not reasonably acceptable to the Lender), and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Lender shall have received such copies thereof as it shall have requested and such documents and papers where appropriate to be certified by proper corporate or governmental authorities; all applicable waiting periods shall have expired without any adverse action being taken by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or that is otherwise related to or arises out of, this Agreement, any of the other Credit Documents or the consummation of the transactions contemplated hereby or thereby, or that could reasonably be expected to have a Material Adverse Effect; (vd) such other documents as Since December 31, 2005, both immediately before and after giving effect to the Administrative Agent may making of the initial Borrowing (if any), there shall not have occurred any event having a Material Adverse Effect, or any event, condition or state of facts that could reasonably request.be expected to result in a Material Adverse Effect; (e) The Administrative Agent Borrower shall have received paid (i) to Wachovia a certificate, dated facility fee equal to 0.15% of the Commitment on the Closing Date and signed by a Financial Officer of and on behalf of Holdings, confirming compliance as of the Closing Date with the condition precedent set forth in Section 7.01(ii) with the same effect as if each reference to the date of a Credit Event therein were a reference to the Closing Date. (f) The Administrative Agent shall have received (i) management’s financial projections for SSCC and the Subsidiaries through 2014, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of the Closing Date and including the material assumptions on which such projections were based, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (ii) an unaudited pro forma consolidated balance sheet of SSCC all other fees and its Subsidiaries as reasonable expenses of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted Lender required hereunder or under any other Credit Document to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptions. (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY 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 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 paid on or prior to the Closing Date, Date (including, to without limitation, legal fees and expenses) in connection with this Agreement and the extent invoiced, payment transactions contemplated hereby; (f) The Lender shall have received satisfactory confirmation that the current Financial Strength Rating of Kanawha Insurance Company is “A-” or reimbursement better; (g) The Lender shall have received an Account Designation Letter from an Authorized Officer of all Fees and expenses each Borrower; (including h) Concurrently with 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 making of the execution initial Loans hereunder, (i) all principal, interest and delivery other amounts outstanding under the Subordinated Promissory Note shall be repaid and satisfied in full and (ii) any Liens securing the Subordinated Promissory Note shall be released and any related filings terminated of this Agreementrecord; and the Lender shall have received evidence of the foregoing satisfactory to it, including a payoff letter executed by the holder of the Subordinated Promissory Note; and (i) The Lender shall have received such other documents, certificates, opinions and instruments in connection with the transactions contemplated hereby as it shall have reasonably requested.

Conditions Precedent to the Closing Date. This Agreement and the rights and The Lenders’ obligations of the parties hereunder will become effective on the date on which each to make Loans shall be subject to all of the following conditions has precedent having been satisfied (or waived in accordance with Section 13.12):8.01) on or prior to the Commitment Termination Date: (a) The Administrative Agent Effective Date shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart of this Agreement as provided in Section 13.10occurred. (b) The Administrative Agent Acquisition shall have received a favorable written opinion of each of Winston & Xxxxxx LLP, U.S. counsel for the Loan Partiesbeen (or, substantially contemporaneously with the Borrowing, shall be) consummated pursuant to the Acquisition Agreement without giving effect set forth in Exhibit P-1to any modifications, Xxxxx X. Xxxxconsents, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially amendments or waivers thereto agreed to by the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, Borrower or Merger Sub that in each case (A) dated the Closing Date, (B) addressed are materially adverse to the Administrative Agentinterests of the Lenders or the Arrangers, unless the Security Agent Arrangers shall have provided written consent thereto (it being understood that any change in the purchase consideration of less than 10% in respect of the Acquisition will be deemed not to be materially adverse to the Lenders and the Lenders, and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinionsArrangers). (c) All legal matters incident Except (i) as disclosed in any Specified Company SEC Document; provided that (x) any information contained in any part of any Specified Company SEC Document shall only be deemed to this Agreement, be an exception for the Borrowings purposes hereof if the relevance of such item as an exception is reasonably apparent on its face and (y) in no event shall any risk factor disclosure under the heading “Risk Factors” or disclosure set forth in any “forward looking statements” disclaimer or other extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory general statements to the Administrative Agent and extent they are predictive or forward looking in nature that are included in any part of any Specified Company SEC Document be deemed to be an exception to, or, as applicable, disclosure for purposes of, this paragraph or (ii) as set forth in the LendersTarget Disclosure Letter, since December 31, 2016, there has not been any effect, change, condition, fact, development, occurrence or event that has had, or would reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect. (d) The Administrative Agent shall have received received, to the extent required by it, (i) a copy of the certificate or articles of incorporation (or equivalent organizational documents), including all amendments thereto, audited financial statements of each of SSCC, SSCE the Borrower and the other Borrowers, certified as Acquired Business for each of a their respective three most recent date by the Secretary of State or other relevant Governmental Authority of the jurisdiction of its organization, and a certificate as fiscal years ended at least 60 days prior to the good standing (or the equivalent thereof) of each of SSCC, SSCE and the other Borrowers as of a recent date from such Secretary of State or other Governmental AuthorityClosing Date; (ii) a certificate of the Secretary or Assistant Secretary unaudited financial statements of each of SSCC, SSCE the Borrower and the Acquired Business for any quarterly (other Borrowers dated than the fourth fiscal quarter) interim period or periods ended after the date of their respective most recently audited financial statements (and corresponding periods of any prior year), and more than 40 calendar days prior to the Closing Date and certifying (Aiii) that attached thereto is a true and complete copy customary pro forma financial statements, in each case meeting the requirements of Regulations S-X under the by-laws (or equivalent organizational documentsSecurities Act but in each case only to the extent the Borrower will be required to file such financial statements pursuant to Item 9.01(a) of SSCC, SSCE or each other BorrowerForm 8-K and Rule 3-05 and Article 11, as applicable, as of Regulation S-X. It is understood and agreed that the Borrower’s or the Acquired Business’s public filing with the SEC of any required audited financial statements on Form 10-K or required unaudited financial statements on Form 10-Q, in effect on each case, will satisfy the Closing Date, requirements under clauses (Bi) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of SSCC, SSCE or each other Borrower, (ii) as applicable, authorizing the Transactions, of this clause (d). It is understood and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) agreed that the certificate or articles of incorporation (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant financial statements referred to in clause (i) above and (D) as related to the incumbency and specimen signature of each officer executing this Agreement on behalf of SSCCsuch fiscal year ended prior to April 23, SSCE or each other Borrower2017, as applicable (and each of the foregoing in sub-clauses (i) and (ii) shall be in form and substance reasonably acceptable to the Administrative Agent); (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; (iv) a certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date and certifying that attached thereto is a true and complete copy of the Term Loan Credit Agreement (including all exhibits, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent may reasonably requesthave been received. (e) The Administrative Agent shall have received a certificate, dated at least 3 Business Days prior to the Closing Date all documentation and signed other information regarding the Borrower required by a Financial Officer of bank regulatory authorities under applicable "know-your-customer" and on behalf of Holdingsanti-money laundering rules and regulations, confirming compliance as of including the Closing Date with the condition precedent set forth in Section 7.01(ii) with the same effect as if each reference Patriot Act to the date of a Credit Event therein were a reference extent reasonably requested at least 10 Business Days prior to the Closing Date. (f) The Administrative Agent shall have received (i) management’s financial projections for SSCC and the Subsidiaries through 2014a favorable opinion of Skadden, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year)Arps, reflecting the Transactions and the Plan of Reorganization Slate, Xxxxxxx & Xxxx LLP, as disclosed in the Disclosure Statement as of the Closing Date and including the material assumptions on which such projections were based, in each case in form and substance reasonably satisfactory special counsel to the Administrative AgentBorrower, and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptions. (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY 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 ArrangersAdministrative Agent. (ig) On or prior At the time of and upon giving effect to the Borrowing on 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 Acquisition Representations and their respective Subsidiaries from Great American Advisory & Valuation Servicesthe Specified Representations shall be true and correct, LLC in all material respects (except to the extent already qualified by materiality or material adverse effect) and (ii) a collateral examination there shall not exist any Default or Event of the Accounts and Inventory and related assets and liabilities of each Borrower and their respective Subsidiaries from JPMCB andDefault, in each case, the results of such appraisal and collateral examination shall be in form and substance reasonably satisfactory pursuant to Sections 6.01(a), 6.01(c) (to the Co-Collateral Agentsextent arising from a breach of Section 5.01(a)(i), 5.01(h), 5.02(a), or 5.02(b)), 6.01(d) (solely with respect to any Debt of the Borrower or any of its Subsidiaries which is outstanding in a principal amount in excess of $250,000,000 in the aggregate) or 6.01(e). (jh) On All costs, fees, expenses (including, without limitation, legal fees and expenses) to the extent invoiced at least two Business Days prior to the Closing DateDate and the fees contemplated by the Fee Letter payable to the Arrangers, the Administrative Agent and or the Co-Collateral Agents Lenders shall have received the initial Borrowing Base Certificate. (k) The Administrative Agent shall have received all Fees and other amounts due and payable been paid on or prior to the Closing Date, includingin each case, to the extent invoiced, payment required by the Fee Letter or reimbursement of all Fees and expenses (including the reasonable fees, charges and disbursements of counsel) required Loan Documents to be reimbursed paid on or paid by Holdings or any Borrower hereunder or under any other Loan Document or prior to the Closing Date. (i) The Administrative Agent shall have received (in respect each case dated as of the execution Closing Date) (i) an officer's certificate from the Borrower that there has been no change to the matters previously certified pursuant to Sections 3.01(b), (c) and delivery (d) (or otherwise providing updates to such certifications) and that the condition precedent contained in Section 3.02(b) has been satisfied as of this Agreementthe Closing Date, and (ii) a Solvency Certificate from the chief financial officer of the Borrower substantially in the form of Exhibit D hereto. (j) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02(a).

Conditions Precedent to the Closing Date. This Agreement and the rights and obligations The obligation of the parties each Lender to make Credit Extensions hereunder will shall become effective on the date (such date, the “Closing Date”) on which each of the following conditions has been satisfied (or waived in accordance with Section 13.12):precedent is satisfied: (a) The Administrative Agent shall have received from the following, each party hereto either (i) a counterpart of this Agreement signed on behalf of such party which shall be originals or (ii) evidence satisfactory facsimiles or in an electronic format acceptable to the Administrative Agent (which may include followed promptly by originals) unless otherwise specified, each properly executed by a facsimile transmission) that such party has signed a counterpart Responsible Officer of this Agreement as provided in Section 13.10. (b) The Administrative Agent shall have received a favorable written opinion of the Borrower, each of Winston & Xxxxxx LLP, U.S. counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, in each case (A) dated the Closing DateDate (or, (B) addressed in the case of certificates of governmental officials, a recent date prior to the Administrative Agent, the Security Agent Closing Date) and the Lenders, each in form and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinions. (c) All legal matters incident to this Agreement, the Borrowings and other extensions of credit hereunder and the other Loan Documents shall be substance reasonably satisfactory to the Administrative Agent and each of the Lenders.: (d) The Administrative Agent shall have received (i) executed counterparts of this Agreement; (ii) Notes executed by the Borrower in favor of each Lender requesting a copy Note; (iii) the favorable opinions of (A) Xxxxxx & Xxxxxx PLLC, special Tennessee counsel to the Borrower, (B) Xxxxx X. Xxxx, Vice President, Transactions, SEC and Corporate Secretary to the Borrower and (C) Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.A., special counsel to the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent; (iv) a certificate, signed by an Authorized Officer of the certificate or articles Borrower, certifying that (A) all representations and warranties of incorporation (or equivalent organizational documents), including all amendments thereto, of each of SSCC, SSCE the Borrower contained in this Agreement and the other BorrowersCredit Documents are true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, certified in all respects) as of the Closing Date, both immediately before and after giving effect to the transactions contemplated hereby (except to the extent any such representation or warranty is expressly stated to have been made as of a recent date specific date, in which case such representation or warranty shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) as of such date), (B) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to the Secretary of State or other relevant Governmental Authority consummation of the jurisdiction of its organizationtransactions contemplated hereby, (C) no change, occurrence or development shall have occurred or become known to the Borrower since December 31, 2012 that could reasonably be expected to have a Material Adverse Effect, and a certificate as (D) all conditions precedent to the good standing Closing Date set forth in this Section 3.1 have been satisfied or waived as required hereunder; (or the equivalent thereof) of each of SSCC, SSCE and the other Borrowers as of a recent date from such Secretary of State or other Governmental Authority; (iiv) a certificate of the Secretary secretary or Assistant Secretary an assistant secretary of each of SSCC, SSCE and the other Borrowers dated the Closing Date and Borrower certifying (A) that attached thereto is a true and complete copy of the by-laws (articles or equivalent organizational documents) certificate of SSCC, SSCE or each other incorporation and all amendments thereto of the Borrower, certified as applicableof a recent date by the Secretary of State of its jurisdiction of organization, as in effect on and that the Closing Datesame has not been amended since the date of such certification, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board bylaws of Directors of SSCC, SSCE or each other the Borrower, as applicable, authorizing then in effect and as in effect at all times from the Transactions, date on which the resolutions referred to in clause (C) below were adopted to and that including the date of such resolutions have not been modified, rescinded or amended and are in full force and effectcertificate, (C) that the certificate or articles of incorporation (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-clauses (i) and (ii) shall be in form and substance reasonably acceptable to the Administrative Agent); (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; (iv) a certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date and certifying that attached thereto is a true and complete copy of resolutions adopted by the Term Loan board of directors (or similar governing body) of the Borrower, authorizing the execution, delivery and performance of this Agreement and the other Credit Agreement Documents, and (including all exhibits, annexes and schedules theretoD) which shall contain terms that conform as to the Plan incumbency and genuineness of Reorganization the signature of each officer of the Borrower executing this Agreement or any of such other Credit Documents, and are otherwise attaching all such copies of the documents described above; (vi) the Financial Condition Certificate signed by an Authorized Officer of the Borrower confirming that, as of the Closing Date, after giving effect to the consummation of the transactions contemplated hereby each of the Borrower and its Subsidiaries is solvent; and (vii) a certificate as of a recent date of the good standing of the Borrower under the laws of its jurisdiction of organization, from the Secretary of State of such jurisdiction. (b) All material governmental authorizations and third-party consents and approvals necessary in form connection with the consummation of any of the transactions contemplated hereby shall have been obtained and substance reasonably satisfactory shall remain in effect and shall not impose any restriction or condition materially adverse to the Administrative AgentAgent or the Lenders; all applicable waiting periods shall have expired without any action being taken or threatened by any Governmental Authority; and (v) such other documents as no law or regulation shall be applicable, or event shall have occurred, that seeks to enjoin, restrain, restrict, set aside or prohibit, or impose materially adverse conditions upon, the Administrative Agent may reasonably requestconsummation of any of the transactions contemplated hereby. (ec) There shall be no action, suit, proceeding or investigation (whether previously existing, newly instituted or threatened) before, and no order, injunction or decree shall have been entered by, any court, arbitrator or other Governmental Authority, in each case seeking to enjoin, restrain, restrict, set aside or prohibit, to impose material conditions upon, or to obtain substantial damages in respect of, the consummation of any of the transactions contemplated hereby or that has, or could reasonably be expected to have, a Material Adverse Effect. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of and on behalf of Holdings, confirming compliance as copies of the Closing Date with the condition precedent set forth financial statements referred to in Section 7.01(ii4.12. (e) with the same Since December 31, 2012, both immediately before and after giving effect as if each reference to the date consummation of the transactions contemplated hereby, there shall not have occurred (i) a Credit Event therein were Material Adverse Effect or (ii) any event, condition or state of facts that could reasonably be expected to have a reference to the Closing DateMaterial Adverse Effect. (f) The Borrower shall have paid (i) to the Arrangers and the Administrative Agent, the fees required under the Fee Letters to be paid to it on the Closing Date, in the amounts due and payable on the Closing Date as required by the terms thereof, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Fee Letters, and (iii) all other fees and reasonable expenses of the Arrangers, the Administrative Agent, the L/C Agent, the Fronting Bank and the Lenders required hereunder or under any other Credit Document to be paid on or prior to the Closing Date (including reasonable fees and expenses of counsel) in connection with this Agreement, the other Credit Documents and the transactions contemplated hereby. (g) The Administrative Agent shall have received (i) management’s financial projections for SSCC and an Account Designation Letter, together with written instructions from an Authorized Officer of the Subsidiaries through 2014Borrower, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year)wire transfer information, reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of the Closing Date and including the material assumptions on which such projections were based, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptions. (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY and JPMCB approving Holdings and the other Borrowers’ execution, delivery and performance of this Agreement, including directing the payment of fees, expenses, indemnities and other amounts contemplated hereby, and approving as an administrative expense claim against Holdings and the other Borrowers proceeds of the indemnification, cost reimbursement obligations and fee obligations accruing or payable in respect of periods or events occurring on or prior Loans to the Funding Datebe made hereunder. (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 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 from the Borrower all Fees documentation and other amounts due information requested by the Administrative Agent that is required to satisfy applicable “know your customer” and payable on anti-money laundering rules and regulations, including without limitation the PATRIOT Act. (i) Each of the Administrative Agent and each Lender shall have received such other documents, certificates, opinions and instruments in connection with the transactions contemplated hereby consistent with those customarily found in similar financings. Without limiting the generality of the provisions of Section 9.4, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed 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 AgreementDate specifying its objection thereto.

Conditions Precedent to the Closing Date. This Agreement and the rights and The Lenders’ obligations of the parties hereunder will become effective on the date on which each to make Loans shall be subject to all of the following conditions has precedent having been satisfied (or waived in accordance with Section 13.12):8.01) on or prior to the Commitment Termination Date: (a) The Administrative Agent Effective Date shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart of this Agreement as provided in Section 13.10occurred. (b) The Administrative Agent Acquisition shall have received a favorable written opinion of each of Winston & Xxxxxx LLP, U.S. counsel for the Loan Partiesbeen (or, substantially contemporaneously with the Borrowing, will be) consummated pursuant to the Acquisition Agreement without giving effect set forth in Exhibit P-1to any modifications, Xxxxx X. Xxxxconsents, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially amendments or waivers thereto agreed to by the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, Borrower or Merger Sub that in each case (A) dated the Closing Date, (B) addressed are materially adverse to the Administrative Agentinterests of the Lenders or the Arranger, unless the Security Agent Arranger shall have provided its written consent thereto (it being understood that any change in the purchase consideration of less than 10% in respect of the Acquisition will be deemed not to be materially adverse to the Lenders and the LendersArranger; provided, and (C) covering such customary legal matters relating that any reduction of the purchase consideration shall be allocated to this Agreement as a pro rata reduction in the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE Commitments and the other Borrowers hereby instruct their counsel Equity Consideration (such pro rata reduction to deliver such opinionsbe determined based on the relative percentages of the Commitments and the Equity Consideration on October 5, 2014)). (c) All legal matters incident Except (i) as disclosed in any Specified Company SEC Document; provided, that (x) any information contained in any part of any Specified Company SEC Document shall only be deemed to this Agreement, be an exception for the Borrowings purposes hereof if the relevance of such item as an exception is reasonably apparent on its face and (y) in no event shall any risk factor disclosure under the heading “Risk Factors” or disclosure set forth in any “forward looking statements” disclaimer or other extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory general statements to the Administrative Agent extent they are predictive or forward looking in nature that are included in any part of any Specified Company SEC Document be deemed to be an exception to, or, as applicable, disclosure for purposes of, this paragraph or (ii) as set forth in the Company Disclosure Letter (as defined in the Acquisition Agreement as of October 5, 2014 and provided to the LendersArranger on such date), since June 30, 2014, there shall not have been any effect, change, condition, fact, development, occurrence or event that has had, or would reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect. (d) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or equivalent organizational documents), including all amendments thereto, audited financial statements of each of SSCC, SSCE the Borrower and the other Borrowers, certified as Acquired Business for each of a their respective three most recent date by the Secretary of State or other relevant Governmental Authority of the jurisdiction of its organization, and a certificate as fiscal years ended at least 60 days prior to the good standing (or the equivalent thereof) of each of SSCC, SSCE and the other Borrowers as of a recent date from such Secretary of State or other Governmental AuthorityClosing Date; (ii) a certificate of the Secretary or Assistant Secretary unaudited financial statements of each of SSCC, SSCE the Borrower and the Acquired Business for any quarterly (other Borrowers dated than the fourth fiscal quarter) interim period or periods ended after the date of their respective most recently audited financial statements (and corresponding periods of any prior year), and more than 40 calendar days prior to the Closing Date and certifying (Aiii) that attached thereto is a true and complete copy customary pro forma financial statements, in each case meeting the requirements of Regulations S-X under the by-laws (or equivalent organizational documentsSecurities Act but in each case only to the extent the Borrower will be required to file such financial statements pursuant to Item 9.01(a) of SSCC, SSCE or each other BorrowerForm 8-K and Rule 3-05 and Article 11, as applicable, as in effect on the Closing Date, (B) that attached thereto of Regulation S-X. It is a true understood and complete copy of resolutions duly adopted by the Board of Directors of SSCC, SSCE or each other Borrower, as applicable, authorizing the Transactions, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) agreed that the certificate Borrower’s or articles the Acquired Business’s public filing with the Securities and Exchange Commission of incorporation (any required audited financial statements on Form 10-K or equivalent organizational documents) of SSCCrequired unaudited financial statements on Form 10-Q, SSCE or in each other Borrowercase, as applicable, have not been amended since will satisfy 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 this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-requirements under clauses (i) and or (ii) shall be in form and substance reasonably acceptable to the Administrative Agent); (iii) a certificate as applicable, of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to this clause (ii) above; (iv) a certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date and certifying that attached thereto is a true and complete copy of the Term Loan Credit Agreement (including all exhibits, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent may reasonably requestd). (e) The Administrative Agent shall have received a certificate, dated at least 3 Business Days prior to the Closing Date all documentation and signed other information regarding the Borrower and the Target (if the Target Guarantee is required to be entered into pursuant to Section 5.01(i)), required by a Financial Officer of bank regulatory authorities under applicable “know-your-customer” and on behalf of Holdingsanti-money laundering rules and regulations, confirming compliance as of including the Closing Date with the condition precedent set forth in Section 7.01(ii) with the same effect as if each reference Patriot Act to the date of a Credit Event therein were a reference extent reasonably requested at least 10 Business Days prior to the Closing Date. (f) The Administrative Agent shall have received (i) management’s financial projections for SSCC and the Subsidiaries through 2014a favorable opinion of Skadden, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year)Arps, reflecting the Transactions and the Plan of Reorganization Slate, Xxxxxxx & Xxxx LLP, as disclosed in the Disclosure Statement as of the Closing Date and including the material assumptions on which such projections were based, in each case in form and substance reasonably satisfactory special counsel to the Administrative AgentBorrower, and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptions. (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY 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 ArrangersAdministrative Agent. (g) At the time of and upon giving effect to the Borrowing on the Closing Date, (i) the Acquisition Representations and the Specified Representations shall be true and correct, in all material respects (except to the extent already qualified by materiality or material adverse effect, in all respects) and (ii) there shall not exist any Default or Event of Default, in each case, pursuant to Sections 6.01(a), 6.01(c) (to the extent arising from a breach of Sections 5.01(a)(i), 5.01(h), 5.02(a) or 5.02(b)), 6.01(d) (solely with respect to any Debt of the Borrower or any of its Subsidiaries which is outstanding in a principal amount in excess of $200,000,000 in the aggregate) or 6.01(e). (h) The Borrower shall have delivered to the Arranger an Offering Document suitable for use in a customary “road show” and which will be in a form that will enable the independent registered public accountants of the Borrower and the Acquired Business to render a customary “comfort letter” (including customary “negative assurances”). The Financial Institutions shall have been afforded a period of at least 15 Business Days ending prior to the Closing Date to seek to place the Securities following the first date upon which the Offering Document has been delivered to the Financial Institutions, during which time the Borrower shall have made available reasonably appropriate senior management and representatives of the Borrower to participate in a road show and, if requested by the Arranger, such senior management and representatives shall participate in such road show; provided, that such period shall (x) exclude the period from and including November 26, 2014 through and including November 30, 2014 and (y) either conclude on or prior to December 19, 2014 or commence no earlier than January 5, 2015. (i) On All costs, fees, expenses (including, without limitation, legal fees and expenses) to the extent invoiced at least two Business Days prior to the Closing Date and the fees contemplated by the Fee Letters payable to the Arranger, the Administrative Agent or the Lenders shall have been paid on or prior to the Closing Date, Holdings in each case, to the extent required by the Fee Letters or this Agreement to be paid on or prior to the Closing Date. (j) The Administrative Agent shall have provided to received (in each case dated as of the Administrative Agent and the Co-Collateral Agents Closing Date) (i) an appraisal officer’s certificate from the Borrower that there has been no change to the matters previously certified pursuant to Sections 3.01(b), (c) and (d) (or otherwise providing updates to such certifications) and that the condition precedent contained in Section 3.02(b) has been satisfied as of the Inventory of each Borrower and their respective Subsidiaries from Great American Advisory & Valuation ServicesClosing Date, LLC and (ii) a collateral examination Solvency Certificate from the chief financial officer of the Accounts and Inventory and related assets and liabilities Borrower substantially in the form of each Borrower and their respective Subsidiaries from JPMCB and, in each case, the 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 CertificateExhibit D hereto. (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 a Notice 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 Borrowing in respect of the execution and delivery of this Agreementaccordance with Section 2.02(a).

Conditions Precedent to the Closing Date. This Agreement and the rights and obligations of the parties hereunder will agreement shall become effective on upon the date on which each prior or concurrent fulfillment or waiver of the following conditions has been satisfied (or waived in accordance with Section 13.12):precedent: (a) The Administrative Agent the conditions precedent set forth in Section 12.1 have been fulfilled or waived; (b) each Company shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory duly executed and delivered to the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart of this Agreement as provided in Section 13.10. (b) The Administrative Agent shall have received a favorable written opinion of each of Winston & Xxxxxx LLPthe Credit Documents to which it is a party, U.S. counsel for including the Loan Parties, substantially to the effect set forth Credit Documents referenced in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary Schedule I hereto in form and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, in each case (A) dated the Closing Date, (B) addressed substance satisfactory to the Administrative Agent, acting reasonably; (c) all outstanding Indebtedness of the Security Agent Obligors which is not Permitted Indebtedness shall have been permanently repaid and cancelled (or the Lenders, Obligors shall have made arrangements for the repayment and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable cancellation thereof satisfactory to the Administrative Agent. SSCC, SSCE acting reasonably) and all guarantees and security agreements executed and delivered under or in connection therewith shall have been released and discharged (or the other Borrowers hereby instruct their counsel to deliver such opinions. (c) All legal matters incident to this Agreement, Obligors shall have made arrangements for the Borrowings release and other extensions of credit hereunder and the other Loan Documents shall be reasonably discharge thereof satisfactory to the Administrative Agent Agent, acting reasonably), satisfactory arrangements for the discharge of all attendant security registrations shall have been made and all collateral security in connection therewith shall have been returned to the Lenders.Borrower (or the Obligors shall have made arrangements for the return of such collateral security satisfactory to the Administrative Agent, acting reasonably); (d) The the Administrative Agent shall have received has received: (i) a duly certified copy of the certificate or articles of incorporation (incorporation, articles of amalgamation, articles of association or equivalent organizational documents), including all amendments thereto, similar documents and by-laws of each of SSCC, SSCE and the other Borrowers, 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 of SSCC, SSCE and the other Borrowers as of a recent date from such Secretary of State or other Governmental Authority; Obligor; (ii) a certificate of status or good standing for each Obligor (where available) issued by the Secretary appropriate governmental body or Assistant Secretary agency of the jurisdiction in which each of SSCC, SSCE and the other Borrowers dated the Closing Date and certifying Obligor is incorporated or otherwise formed; (Aiii) that attached thereto is a true and complete duly certified copy of the by-laws (resolution of the board of directors or equivalent organizational documents) of SSCC, SSCE managers or each other Borrowershareholders, as applicable, as in effect on the Closing Dateof each Obligor authorizing it to execute, (B) that attached thereto deliver and perform its obligations under each Credit Document to which such Obligor is a true signatory and complete a duly certified copy of resolutions duly adopted by the Board resolution of Directors the board of SSCC, SSCE directors or each managers or shareholders (if required under the constating documents or by-laws of such Obligor) of such Obligor (other than the Borrower, as applicable, ) authorizing the Transactions, pledge of all of its issued 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 (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-clauses (i) and (ii) shall be in form and substance reasonably acceptable outstanding Shares to the Administrative Agent); (iii) a certificate of another officer as to Agent and any subsequent disposition thereof by the incumbency and specimen signature of Administrative Agent in realizing on the Secretary or Assistant Secretary executing security therein constituted by the certificate pursuant to clause (ii) above; relevant Security Documents; (iv) a certificate of an officer of each Obligor, in such capacity, setting forth specimen signatures of the Secretary or Assistant Secretary of Holdings dated individuals authorized to sign the Closing Date and certifying that attached thereto Credit Documents to which such Obligor is a true and complete copy of the Term Loan Credit Agreement (including all exhibits, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agent; and signatory; (v) a certificate of a senior officer of each of the Borrower, in such capacity, certifying that, to the best of his knowledge after due inquiry, no Default has occurred and is continuing or would arise immediately upon this agreement becoming effective; (vi) a compliance certificate in the form of Schedule B hereto signed by a senior financial officer of the Borrower evidencing compliance (on a pro forma basis based on the financial statements from the most recently completed Fiscal Quarter) with financial covenants set forth in Sections 11.1(m), (n) and (o); (vii) the Mine Plan; (viii) certificates representing all of the issued and outstanding Shares of the Guarantors (to the extent such shares are certificated), duly endorsed in blank or accompanied by an executed stock transfer power of attorney; (ix) a Perfection Certificate for each Obligor signed by an officer of such Obligor; (x) to the extent not delivered pursuant to Section 12.2(e)(ix), certified true copies of the Material Agreements; (xi) certificate of insurance in respect of insurance policies maintained by the Obligors and, in respect of the Obligors, acknowledging the interests of the Finance Parties in such policies as referred to in Section 11.1(c); (xii) an opinion of counsel to each Obligor addressed to the Finance Parties relating to the status and capacity of such Obligor, the due authorization, execution and delivery and the legality, validity, binding nature and enforceability of the Credit Documents to which such Obligor is a party, in the jurisdiction where the Secured Assets are located and/or the jurisdiction of incorporation or formation of such Obligor, creation and perfection of security and such other documents matters as the Administrative Agent may reasonably request.; (exiii) The Administrative Agent shall have received a certificate, dated the Closing Date in respect of all owned and signed by a Financial Officer of and on behalf of Holdings, confirming compliance as leased real property of the Closing Date with the condition precedent set forth in Section 7.01(ii) with the same effect as if each reference Obligors (other than leases of office space or residential housing), a Title Opinion relating to the date of a Credit Event therein were a reference Las Chispas Mine addressed to the Closing Date. (f) The Administrative Agent shall have received (i) management’s financial projections for SSCC and the Subsidiaries through 2014each Finance Party, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of the Closing Date and including the material assumptions on which such projections were based, in each case in form and substance reasonably satisfactory to the Administrative Agent; and (xiv) requisite information to identify the Obligors under the applicable "know your client" legislation, Anti-Corruption Laws and Anti-Money Laundering Legislation, delivered sufficiently in advance for each Lender to complete such identification; (iie) an unaudited pro forma consolidated balance sheet nothing shall have occurred (nor shall the Administrative Agent or by any Lender become aware of SSCC any facts not previously known), which the Lenders shall determine is reasonably expected to have a Material Adverse Effect on the business, property, assets, liabilities, conditions (financial or otherwise) of the Borrower and its Subsidiaries Subsidiaries, taken as a whole, from that set forth in financial statements for the period ending December 31, 2021; (f) there shall exist no pending or, to the Knowledge of the last day Borrower, threatened (in writing) litigation, proceedings or investigations which (x) contest the consummation of the most recent fiscal quarter for which financial statements are publicly available, adjusted Credit Facilities or any part thereof or (y) would reasonably be expected to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptions.have a Material Adverse Effect; (g) The U.S. Bankruptcy Court the Administrative Agent and its counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have entered an order in form been given and substance reasonably acceptable to DBNY 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 that all relevant laws have been complied with in respect of periods or events occurring on or prior all agreements and transactions referred to the Funding Date.herein; (h) The Plan of Reorganization except as reflected otherwise provided in the Disclosure Statement relevant Security Documents, all documents and instruments shall be have been properly registered, recorded and filed in form all places (or as it relates to registrations in the Mining Registry and substance reasonably acceptable the Public Registry of Property, have been submitted for such registration) which, searches shall have been conducted in all jurisdictions which, and deliveries of all consents, approvals, directions, acknowledgements, undertakings and non-disturbance agreements contemplated herein, negotiable documents of title, ownership certificates and other documents and instruments to the Lead Arrangers.Administrative Agent shall have been made which, in the opinion of the Administrative Agent's counsel, acting reasonably, are required to make effective the Security created or intended to be created by the Obligors in favour of the Administrative Agent pursuant to the Security Documents and to ensure the perfection and the intended priority (subject to Permitted Liens) of such Security; (i) On or prior the Lenders shall have completed their legal, corporate, financial, technical, insurance and social and environmental due diligence review relating to the Closing DateMine Plan, Holdings the Mining Operations at the Las Chispas Mine and the Obligors and be satisfied that there are no Liens (other than Permitted Liens); (j) the Lenders shall be satisfied that all Mining Licenses necessary for the current operations of the Las Chispas Mine as contemplated by the Mine Plan have been obtained by Xxxxxxxxx; (k) the Borrower shall have provided paid to the Administrative Agent (on its own behalf and the Co-Collateral Agents (i) an appraisal of the Inventory on behalf of each other Lender), or the 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 results of such appraisal and collateral examination shall be in form and substance reasonably have made arrangements satisfactory to the Co-Collateral Agents.Lenders for payment of, all fees and expenses required to be paid before the effectiveness of this Agreement and under the Fee Letters; and (jl) On the Closing DateBorrower shall have paid, or the Borrower shall have made arrangements satisfactory to the Administrative Agent and for the Co-Collateral Agents shall have received the initial Borrowing Base Certificate. (k) The Administrative Agent shall have received payment of, 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 invoiced fees of the execution and delivery of this AgreementAdministrative Agent's professional advisors as required pursuant to Section 11.1(f).

Conditions Precedent to the Closing Date. This Agreement and Agreement, including, without limitation, the rights and obligations obligation of each Lender to make the parties hereunder will Credit Extensions on the Closing Date, shall become effective on the date on which each of the following conditions has precedent shall have been satisfied (or waived in accordance with Section 13.12):waived: (a) The Administrative Agent Agent’s receipt of the following, each of which shall have received from be originals or facsimiles (followed promptly by originals) unless otherwise specified, each party hereto either (i) properly executed by a counterpart Responsible Officer of this Agreement signed on behalf of such party or (ii) evidence satisfactory the signing Loan Party to the Administrative Agent (which may include extent such Loan Party is a facsimile transmission) that such party has signed a counterpart of this Agreement as provided in Section 13.10. (b) The Administrative Agent shall have received a favorable written opinion of each of Winston & Xxxxxx LLP, U.S. counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Security Agent and the Lenders, and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinions. (c) 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 Administrative Agent and the Lenders. (d) 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 of SSCC, SSCE and the other Borrowers, 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 of SSCC, SSCE and the other Borrowers 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 of SSCC, SSCE and the other Borrowers dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 SSCC, SSCE or each other Borrower, as applicable, authorizing the 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 (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-clauses (i) and (ii) shall be in form and substance reasonably acceptable to the Administrative Agent); (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; (iv) a certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date and certifying that attached thereto is a true and complete copy of the Term Loan Credit Agreement (including all exhibits, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent may reasonably request. (e) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of and on behalf of Holdings, confirming compliance as of the Closing Date with the condition precedent set forth in Section 7.01(ii) with the same effect as if each reference to the date of a Credit Event therein were a reference to the Closing Date. (f) The Administrative Agent shall have received (i) management’s financial projections for SSCC and the Subsidiaries through 2014, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of the Closing Date and including the material assumptions on which such projections were based, in each case in form and substance reasonably satisfactory to the Administrative Agent, its legal counsel and the Required Lenders: (i) executed counterparts of this Agreement (including by all Lenders party hereto) and the other Loan Documents (except where delivery after the Closing Date is contemplated by Section 6.15(a)); (ii) an unaudited pro forma consolidated balance sheet a Note executed by each relevant Borrower in favor of SSCC and its Subsidiaries as each Lender that has requested a Note more than three (3) Business Days prior to the Closing Date; (iii) except where delivery after the Closing Date is contemplated by Section 6.15(a), each Collateral Document set forth on Schedule 1.01C, duly executed by each Loan Party party thereto, together with, in the case of the last day Debtors (other than Basell GmbH), evidence that all other actions, recordings and filings that the Administrative Agent may acting reasonably deem necessary to satisfy the Collateral and Guarantee Requirement (and as have been notified to the Borrowers’ Agent or their counsel no later than three (3) Business Days prior to the Closing Date) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the most recent fiscal quarter for which financial statements are publicly availableAdministrative Agent may reasonably require (and as have been notified to the Borrowers’ Agent no later than three (3) Business Days before the Closing Date) evidencing the identity, adjusted authority and capacity of each Responsible Officer thereof authorized to give pro forma effect to implementation of the Plan of Reorganization act as a Responsible Officer in connection with this Agreement and the Transactions other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (A) the executed legal opinion of Cadwalader, Xxxxxxxxxx and Xxxx LLP, special U.S. counsel to the Company and certain other Loan Parties, substantially in the form of Exhibit G hereto; and (B) the executed legal opinion of local counsel to the Lenders or Loan Parties, as if such transactions had occurred on such date, whichapplicable, in each casethe jurisdictions listed on Schedule 4.03(a)(v)(B), shall be prepared in good faith and based upon reasonable assumptions. (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable satisfactory to DBNY the Administrative Agent; (vi) except as contemplated by Section 6.15(a), evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and JPMCB approving Holdings is in effect and that the other Borrowers’ executionCollateral Agent has been named as loss payee and additional insured under each insurance policy with respect to such insurance as to which the Collateral Agent shall have requested to be so named; (vii) a Committed Loan Notice relating to the Credit Extensions to be made on the Closing Date, delivery and performance of this if any; (viii) the Intercreditor Agreement, including executed and delivered by a duly authorized officer of the payment applicable Loan Parties and of fees, expenses, indemnities the Collateral Agent and other amounts contemplated herebyparties thereto; and (ix) the Sponsor Letter Agreement, executed 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 delivered by a duly authorized officer of periods or events occurring on or prior to the Funding DateAccess. (hb) The Plan of Reorganization Prior to or substantially simultaneously with the Closing Date (or on such later date as reflected in the Disclosure Statement shall be in form Administrative Agent may agree), all fees and substance reasonably acceptable expenses (to the Lead Arrangers. extent invoices for such expenses have been provided at least three (i3) On or Business Days prior to the Closing Date, Holdings ) required to be paid hereunder or under the DIP Term Sheet by the Company or any Borrower on or prior to such date shall be paid in full (which may be from the Credit Extensions made on the Closing Date). (c) The Administrative Agent shall have provided received all documentation and other information mutually agreed to be required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Administrative Agent and United States PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the Co-Collateral Agents “USA Patriot Act”), including the information described in Section 10.19. (id) an appraisal of Prior to or substantially simultaneously with 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 caseClosing Date, the results of such appraisal and collateral examination DIP ABL Facility, which shall be in form and substance reasonably satisfactory to the Co-Collateral AgentsRequired Lenders, shall have become effective and the Borrowers shall have delivered to the Lenders a copy thereof certified by a Responsible Officer as being true, complete and correct. (je) On Prior to or substantially simultaneously with the Closing Date, each of the Administrative Agent Senior First Lien Credit Agreement Amendment, the Bridge Forbearance Agreement and the Co-Collateral Agents Senior Forbearance Agreement shall have received been consented to by the initial Borrowing Base CertificateInitial NM Lenders and the Loan Parties required to be party thereto. (kf) The Administrative Agent shall have received all Fees and other amounts due and payable on or If the Closing Date occurs (i) prior to the Closing Roll-Up Date, includingthe Roll-Up Entitlements shall be in existence with full force and effect as contemplated by this Agreement or (ii) on or after the Roll-Up Date, to the extent invoiced, payment or reimbursement of all Fees Roll-Up Loans shall be in existence with full force and expenses (including the reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid effect as contemplated by Holdings or any Borrower hereunder or under any other Loan Document or in respect of the execution and delivery of this Agreement.

Conditions Precedent to the Closing Date. This Agreement The obligation of each Lender to make New Money Term Loans on the Closing Date is subject to the satisfaction of (or waiver by the Initial Lenders in writing of) the following the conditions precedent, in form and substance satisfactory to Agent and the rights and obligations of the parties hereunder will become effective on the date on which each of the following conditions has been satisfied (or waived in accordance with Section 13.12):Initial Lenders: (a) The Administrative Agent shall have received from each party hereto either Loan Documents (i) a counterpart of including, but not limited to, this Agreement signed on behalf of and the Agent Fee Letter) duly executed by Borrower and the Guarantors required to sign such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart of this Agreement as provided in Section 13.10Loan Document. (b) The Administrative Agent shall have received a favorable written opinion Customary legal opinions of each of Winston & Xxxxxx (x) Bracewell LLP, U.S. in its capacity as special counsel for to the Loan Parties, substantially to Parties and (y) local counsel opinions covering Loan Parties and jurisdictions as reasonably agreed by the effect set forth in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary Borrower and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4Initial Lenders, in each case (A) case, dated as of the Closing Date, (B) Date and addressed to the Administrative Agent, the Security Agent and the Initial Lenders, and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinions. (c) All legal matters incident A duly executed officer’s certificate of each Loan Party containing (i) resolutions authorizing the Loan Documents, (ii) a good standing certificate from (A) each Loan Party’s state of formation and (B) from any state where such party is, or is required to this Agreementbe, the Borrowings and other extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory qualified to do business to the Administrative Agent extent failure to so qualified could reasonably be expected to have a Material Adverse Effect, (iii) incumbency and representative signatures and (iv) certifying as to the Lendersconditions set forth in Sections 3.1 (e), (f), (g), (k) and Sections 3.2(b), (c), and (d). (d) The Administrative Agent Borrower and each of the Guarantors shall have received provided no less than 3 business days prior to the Closing Date the documentation and other information to the Lenders that are reasonably requested by the Lenders no later than 10 days prior to the Closing Date under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, IRS Form W-9 (if applicable) and other applicable tax forms. (e) The Petition Date shall have occurred. (f) No later than three (3) Business Days after the Petition Date, the Bankruptcy Court shall have entered the Interim DIP Order granting of the super-priority claim and the liens and other rights and protections contemplated hereby and as customary for debtor in possession financings and authorizing the Term Loans (including, for the avoidance of doubt, a roll up of the Pre-Petition Loans into the Roll-Up Loans upon the entry of the Final DIP Order), which Interim DIP Order (i) a copy of the certificate or articles of incorporation (or equivalent organizational documents), including all amendments thereto, of each of SSCC, SSCE and the other Borrowers, 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 of SSCC, SSCE and the other Borrowers 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 of SSCC, SSCE and the other Borrowers dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 SSCC, SSCE or each other Borrower, as applicable, authorizing the Transactions, and that such resolutions have not been modified, rescinded or amended and are shall be in full force and effecteffect and shall not have been, (C) that the certificate in whole or articles of incorporation (in part, vacated, reversed, stayed, or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-clauses (i) set aside and (ii) shall not have been modified or amended without the consent of the Required Lenders. (g) The “first day” orders (including the Cash Management Order and approval of the cash management system) entered by the Bankruptcy Court, to the extent affecting the rights or obligations of the Agent, the Lenders, or the agent or the lenders under the Pre-Petition Loan Agreement, or which may give rise to a post-petition claim, administrative in nature or otherwise, shall be in form and substance reasonably acceptable to the Administrative AgentAgent and Required Lenders. There shall exist no unstayed order and injunctions challenging this Agreement or any other Loan Documents, the Pre-Petition Loan Agreement or any Pre-Petition Loan Document, this Agreement or any Loan Documents (as defined therein); , the Pre-Petition Loan Obligations, or any Liens or claims in connection therewith. (iiih) a certificate of another officer as to the incumbency The Lenders shall have received UCC, tax and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (iv) a certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date judgment lien searches and certifying that attached thereto is a true and complete copy of the Term Loan Credit Agreement (including all exhibits, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise other appropriate evidence in form and substance reasonably satisfactory to the Administrative Agent; and (v) such Required Lenders evidencing the absence of any other documents as liens or mortgages on the Administrative Agent may reasonably request. (e) The Administrative Agent shall have received a certificateCollateral, dated except the Closing Date and signed by a Financial Officer of and on behalf of Holdingsliens securing the Pre-Petition Loan Documents, confirming compliance as of the Closing Date with the condition precedent set forth in Section 7.01(ii) with the same effect as if each reference to the date of a Credit Event therein were a reference to the Closing Date. (f) The Administrative Agent shall have received (i) management’s financial projections for SSCC and the Subsidiaries through 2014, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of the Closing Date and including the material assumptions on which such projections were based, in each case in form and substance reasonably satisfactory to the Administrative AgentPermitted Liens, and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptions. (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY 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 existing liens acceptable to the Lead ArrangersRequired Lenders. (i) On or prior to the Closing Date, Holdings The Lenders shall have provided to the Administrative Agent and the Co-Collateral Agents (i) received 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 results of such appraisal and collateral examination shall be in form and substance reasonably satisfactory to the Co-Collateral AgentsInitial Approved Budget. (j) On The Loan Parties shall have filed the Closing Date, the Administrative Agent Acceptable Disclosure Statement and the Co-Collateral Agents shall have received Acceptable Plan of Reorganization with the initial Borrowing Base CertificateBankruptcy Court. (k) The Administrative Since the Petition Date there has not been any event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate a Material Adverse Effect. For purposes of determining compliance with the conditions specified in this Section 3.1, each Initial Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received all Fees and other amounts due and payable on or notice from such Lender prior to the proposed 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 AgreementDate specifying its objection thereto.

Conditions Precedent to the Closing Date. This Agreement The occurrence of the Closing Date and the rights and obligations effectiveness of this Agreement are subject to the parties hereunder will become effective on the date on which prior satisfaction of each of the following conditions has been satisfied (or unless waived in accordance with Section 13.12writing by Lender in its sole and absolute discretion): (a) The Administrative Agent Each representation and warranty set forth in Section 4.1 is true and correct in all respects on the Closing Date (unless such representation or warranty relates solely to an earlier date, in which case it shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf been true and correct in all respects as of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart of this Agreement as provided in Section 13.10earlier date). (b) The Administrative Agent No Default or Event of Default shall have received a favorable written opinion of each of Winston & Xxxxxx LLP, U.S. counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary occurred and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Security Agent and the Lenders, and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinionsbe continuing. (c) All legal matters incident Delivery to this Agreement, the Borrowings and other extensions Lender of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Administrative Agent and the Lenders. (d) The Administrative Agent shall have received (i) a copy of the certificate one or articles of incorporation (more resolutions or equivalent organizational documents), including all amendments thereto, other authorizations of each of SSCC, SSCE and the other BorrowersBorrower, certified by a Responsible Officer of such Borrower as of a recent date by the Secretary of State or other relevant Governmental Authority of the jurisdiction of its organization, being in full force and a certificate as to the good standing (or the equivalent thereof) of each of SSCC, SSCE and the other Borrowers 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 of SSCC, SSCE and the other Borrowers dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 SSCC, SSCE or each other Borrower, as applicable, authorizing the Transactionsexecution, delivery and that performance of this Agreement and the other Operative Documents (to the extent such resolutions have not been modified, rescinded or amended and documents are in full force and effect, (C) that the certificate or articles of incorporation (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, to be executed as applicable, 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 this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-clauses (iClosing Date) and any instruments or agreements required hereunder or thereunder to which Borrowers are a party. (iid) shall be Delivery to Lender of a certificate, in the form and substance reasonably acceptable to the Administrative Agent); (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary Exhibit D-2, or Assistant Secretary executing the certificate pursuant to clause (ii) above; (iv) a certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date and certifying that attached thereto is a true and complete copy of the Term Loan Credit Agreement (including all exhibits, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to Lender from each Borrower, signed by an authorized Responsible Officer of such Borrower and dated as of the Administrative Agent; Closing Date, as to, among other items, the incumbency of the natural persons authorized to execute and (v) deliver this Agreement and the other Financing Documents and any instruments or agreements required hereunder or thereunder to which such other documents as the Administrative Agent may reasonably requestBorrower is a party. (e) The Administrative Agent Delivery to Lender of a copy of the certificate of formation of each Borrower, certified by the Secretary of State of the State of Delaware, a copy of the operating agreement of such Borrower and good standing certificate issued by the Secretary of State of Delaware, certifying that the Borrower is in good standing. (f) No material action, suit, proceeding or investigation shall have been instituted or threatened against either Borrower. (g) All limited liability company proceedings and documentation of each Borrower relating to the transactions contemplated by this Agreement shall be satisfactory in form and substance to Lender, and Lender shall have received a certificateall information and copies of all documents, dated including records of limited liability company proceedings and copies of any approval by any Governmental Authority required in connection with any transaction herein contemplated, such documents where appropriate to be certified by proper limited liability company officers or Governmental Authorities. (h) Delivery to Lender of executed originals of each Financing Document contemplated or required to be effective as of the Closing Date Date, which shall be satisfactory in form and signed substance to Lender, and shall have been duly authorized, executed and delivered by a Financial Officer the parties thereto (to the extent such documents are required to be executed as of the Closing Date), including, without limitation, amended and restated Mortgages on behalf all Sites upon which Existing Projects are located. All Liens contemplated by the Collateral Documents to be created and perfected in favor of Holdings, confirming compliance Lender as of the Closing Date with shall have been perfected, recorded and filed in the condition precedent set forth in Section 7.01(ii) with the same effect as if each reference to the date of a Credit Event therein were a reference to the appropriate jurisdictions. Closing Date. (fi) The Administrative Agent Lender shall have received Borrowers’ Closing Certificate, dated as of the (ij) management’s financial projections for SSCC and Subject to the Subsidiaries through 2014provisions of Section 5.21 hereof, including but not limited delivery to monthly projections for 2010 Lender of a legal opinion (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan each of Reorganization as disclosed in the Disclosure Statement which shall be dated as of the Closing Date) of: (i) Xxxxx & Xxxxxx L.L.P., counsel to Borrowers, in a form acceptable to Lender, and addressing such matters as Lender may request; and (ii) Local counsel for Borrowers, in a form acceptable to Lender, and addressing such matters as Lender may request in each jurisdiction in which an Existing Project is located. (k) Lender shall have received a UCC search report of a recent date before the Closing Date for each of the jurisdictions in which the UCC-1 financing statements are intended to be filed in respect of the Collateral being secured as of the Closing Date, showing that upon due filing (assuming such filing occurred on the date of such respective reports), the security interests created under the relevant Collateral Documents will have a first-priority interest over all other financing statements in respect of such Collateral, subject to Permitted Liens that, pursuant to the applicable Legal Requirements, are entitled to a higher priority than the Lien of Lender. (l) All amounts (including, but not limited to, the fees pursuant to Section 2.10) required to be paid to or deposited with Lender hereunder and including its counsel and consultants, and all taxes, fees and other costs payable in connection with the execution, delivery and filing of the documents and instruments required to be filed as a condition precedent pursuant to this Section 3.1, shall have been paid in full (or in connection with such taxes, fees (other than fees payable to Lender) and costs, Borrowers shall have made other arrangements acceptable to Lender in its sole discretion). (m) Lender shall have received: (i) Borrowers’ unaudited balance sheet at January 31, 2013, and the related statements of income and cash flows of Borrowers for the four fiscal quarters then ended; (ii) Borrowers’ most recent pro forma financial information in form and substance acceptable to Lender and (iii) such other information regarding Borrowers’ corporate structure, capital structure, other indebtedness and material assumptions on which such projections were basedaccounts as Lender may request, in each case in form and substance reasonably satisfactory to the Administrative Agent, and Lender. (iin) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as Lender shall have received appraisals of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, whichExisting Projects, in each case, shall be prepared in good faith and based upon reasonable assumptions. (g) The U.S. Bankruptcy Court shall have entered an order case in form and substance reasonably satisfactory and certified to Lender and prepared by an appraiser or appraisers acceptable to DBNY and JPMCB approving Holdings and Lender, demonstrating a fair market value for the other Borrowers’ execution, delivery and performance of this Agreement, including the payment of fees, expenses, indemnities real estate and other amounts contemplated hereby, and approving as tangible assets constituting the Existing Projects in an administrative expense claim against Holdings and the other Borrowers the indemnification, cost reimbursement obligations and fee obligations accruing or payable in respect aggregate amount of periods or events occurring on or prior to the Funding Datenot less than One Hundred Sixteen Million Six Hundred Sixty Six Thousand Six Hundred Sixty Seven Dollars ($116,666,667). (ho) The Plan Lender shall have received all such documentation and information requested by Lender that is necessary (including the name and addresses of Reorganization Borrower, taxpayer identification forms, name of officers/board members, documents and copies of government-issued identification of Borrowers or owners thereof) for Lender to identify Borrowers in accordance with the requirements of the Patriot Act (including the “know your customer” and similar regulations thereunder). (p) No Material Adverse Change with respect to Borrowers has occurred. (q) Concurrently with the making of the Term Loan, (i) Lodging Properties shall have purchased pursuant to the Unit Purchase Agreement (no material provision of which shall have been amended or otherwise modified or waived without the prior written consent of Lender) and shall have become the owner, free and clear of all Liens other than Permitted Liens, of all of the issued and outstanding membership units of Lodging Enterprises, (ii) each of Borrower and the Sellers shall have fully performed all of the obligations to be performed by it under the Acquisition Documents (as reflected in so amended, modified or waived), (iii) the Disclosure Statement Lodging Enterprises Transaction, including all of the terms and conditions thereof, shall have been duly authorized by the Board of Directors and (if required by applicable law) the shareholders, members or partners of the parties to the Acquisition Documents and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in form full force and substance reasonably acceptable to effect in all material respects, (iv) the Lead Arrangers. (i) On or prior to representations and warranties set forth in the Acquisition Documents shall be true and correct in all material respects as if made on and as of the Closing Date, Holdings (v) each of the conditions precedent to the obligations of each of the parties to the Acquisition Documents (as so amended, modified or waived by Lodging Properties as permitted in subsection (q)(i)) to consummate the Lodging Enterprises Transaction as set forth in the Acquisition Documents shall have provided been satisfied or waived with the consent of Lender, and the Lodging Enterprises Transaction shall have been consummated in accordance with all applicable law and the Acquisition Documents, (vi) Lender shall have received evidence reasonably satisfactory to it as to the Administrative Agent foregoing, as to the receipt by all parties to the Acquisition Documents of all necessary regulatory, creditor, lessor, and other third- party approvals and as to material compliance with all laws applicable to any of such parties, (vii) the Co-Collateral Agents Lodging Enterprises Transaction shall be consummated substantially in accordance with the Acquisition Documents and (iviii) an appraisal indefeasible repayment in full of the Inventory of each Borrower and their respective Subsidiaries from Great American Advisory & Valuation Services, LLC and Subordinated Debt. (iir) a collateral examination Concurrently with the making of the Accounts and Inventory and related assets and liabilities of each Borrower and their respective Subsidiaries from JPMCB and, in each caseTerm Loan, the results of such appraisal and collateral examination Existing Projects shall be transferred from Lodging Enterprises to Lodging Properties and Lodging Properties shall lease the Existing Projects to Lodging Enterprises, all pursuant to instruments of transfer and leases in form and substance reasonably satisfactory to Lender; provided, however, the Co-Collateral AgentsExisting Project located at 000 Xxxxxxxx Xxxx, Xxx Xxxx, Xxxxxxxx will not be transferred to Lodging Properties, and will remain owned by Lodging Enterprises. (js) On Borrowers shall have received an equity contribution in an amount of no less than Sixty Five Million Dollars ($65,000,000) in connection with the Lodging Enterprises Transaction. (t) Lender shall have received a certified copy of an employment contract by and between TR Lodging Enterprises Inc. and [Redacted – name of individual]. (u) Lender shall have entered into participation agreements or similar undertakings satisfactory to Lender with other financial institutions selected by Lender pursuant to which such institutions shall commit to purchase participations in the Loans in an aggregate principal amount of not less than Fifty Five Million Dollars ($55,000,000) on the Closing Date, the Administrative Agent and the Co-Collateral Agents shall have received the initial Borrowing Base Certificate. (kv) The Administrative Agent Certificates of each Borrower’s insurance evidencing the insurance required by Section 5.14 in form and substance acceptable to Lender. (w) A lender’s policy of title insurance insuring Lenders Lien on each Existing Project issued by a national title company reasonably acceptable to Lender (the “Title Company”) in an amount not less than the Project Appraised Value of such Existing Project (or such other amount approved by Lender in its sole discretion) in form and substance acceptable to, and containing such endorsements as may be required by, Lender in its sole discretion, provided, that, such title policies may be limited by a “tie-in” or “aggregation” endorsement in the amount of $70,000,000. (x) Intentionally omitted. (y) Such other documents as Lender shall have received all Fees reasonably request, in form and other amounts due substance satisfactory to Lender, if Lender has a reasonable concern that any condition precedent in this Section 3.1 has not been satisfied, including a breach of any covenant or representation 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 warranty in respect of the execution and delivery of this Agreement.

Conditions Precedent to the Closing Date. This Agreement and Notwithstanding anything to the rights and obligations contrary in this Agreement, any other Loan Document or any other agreement or undertaking between the Borrower, the Administrative Agent and/or any of the parties hereunder will become effective Lenders, the Lenders’ obligations to make and fund in full all the Loans on the date on which each of Closing Date shall be subject solely to the following conditions has precedent in this Section 5.02 having been satisfied (or waived by the Initial Arrangers in accordance with Section 13.1210.01): (a) The Administrative Agent Effective Date shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart of this Agreement as provided in Section 13.10occurred. (b) The Administrative Agent Aetna Acquisition shall have received been consummated or will be consummated concurrently or substantially concurrently with the making and the funding of the Loans in all material respects in accordance with the terms of the Merger Agreement; provided, that no amendment, modification, consent or waiver (each being referred to in this clause (b) as a favorable written opinion “change”) of each of Winston & Xxxxxx LLP, U.S. counsel for the Loan Parties, substantially any term thereof or any condition to the effect set forth Borrower’s obligation to consummate the Aetna Acquisition thereunder (other than any such amendment, modification, consent or waiver that is not materially adverse to any interest of the Lenders) shall be made or granted, as the case may be, without the prior written consent of the Initial Arrangers (which consent shall not be unreasonably withheld, delayed or conditioned) (it being understood and agreed that any change in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially the price not exceeding a 10% increase or decrease in the aggregate purchase price consideration to be paid under the Merger Agreement will be deemed to not be materially adverse to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for interests of the Loan Parties, substantially to Lenders and will not require the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for prior written consent of the Loan Parties, substantially to the effect set forth in Exhibit P-4, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Security Agent and the Lenders, and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinionsInitial Arrangers). (c) All legal matters incident Since December 3, 2017, there shall not have occurred any event, change, effect, development, or occurrence that has had or would reasonably be expected to this Agreementhave, individually or in the Borrowings and other extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Administrative Agent and the Lendersaggregate, a Target Material Adverse Effect. (d) The Administrative Agent shall have received (i) a copy audited consolidated annual financial statements of the certificate or articles of incorporation (or equivalent organizational documents), including all amendments thereto, of Borrower for each of SSCC, SSCE and the other Borrowers, 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 last three full fiscal years ending more than 60 days prior to the good standing (or the equivalent thereof) of each of SSCC, SSCE and the other Borrowers 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 of SSCC, SSCE and the other Borrowers dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, as in effect on the Closing Date, (ii) unaudited consolidated financial statements for each subsequent fiscal quarterly period of the Borrower ending more than 40 days prior to the Closing Date (other than the fourth fiscal quarter of any fiscal year), together with unaudited consolidated financial statements for the corresponding period(s) of the prior fiscal year and (iii) (A) audited consolidated balance sheets and related audited statements of income, comprehensive income, shareholders’ equity and cash flows of Aetna for each of the three fiscal years most recently ended at least 60 days prior to the Closing Date and (B) that attached thereto is a true unaudited consolidated balance sheets and complete copy related unaudited statements of resolutions duly adopted by income, comprehensive income, shareholders’ equity and cash flows of Aetna for each subsequent fiscal quarter ended at least 40 days prior to the Board Closing Date and (iv) customary pro forma financial statements of Directors the Borrower giving effect to the Transactions, in each case meeting the requirements of SSCCRegulation S-X for Form S-3 registration statements and, SSCE or each other Borrowerin the case of clauses (iii) and (iv), only to the extent the Borrower will be required to file such financial statements pursuant to Item 9.01 of Form 8-K and Rule 3-05 and Article 11, as applicable, authorizing of Regulation S-X. Each Initial Arranger hereby acknowledges that the TransactionsBorrower’s or Aetna’s public filings with the Securities and Exchange Commission (the “SEC”) on the SEC’s Electronic Data Gathering, Analysis and that such resolutions have not been modifiedRetrieval system of any required audited financial statements on Form 10-K or required unaudited financial statements on Form 10-Q, rescinded or amended and are in full force and effecteach case, will satisfy the requirements under clauses (i), (Cii) that the certificate or articles of incorporation (or equivalent organizational documentsiii) of SSCC, SSCE or each other Borrower, as applicable, have not been amended since the date of this clause (d). The Administrative Agent hereby acknowledges receipt of the last amendment thereto shown on financial statements (a) in the certificate of good standing furnished pursuant to foregoing clause (i) above for the fiscal years ended December 31, 2014, 2015 and 2016, (Db) as to the incumbency and specimen signature of each officer executing this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of in the foregoing in sub-clauses (i) and (ii) shall be in form and substance reasonably acceptable to the Administrative Agent); (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; (iv) a certificate of for the Secretary or Assistant Secretary of Holdings dated the Closing Date fiscal quarters ended March 31, 2017, June 30, 2017 and certifying that attached thereto is a true and complete copy of the Term Loan Credit Agreement (including all exhibitsSeptember 30, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agent; 2017, and (vc) such other documents as for the Administrative Agent may reasonably requestforegoing clause (iii) for the fiscal years ended December 31, 2014, 2015 and 2016 and the fiscal quarters ended March 31, 2017, June 30, 2017 and September 30, 2017. (e) The Administrative Agent shall have received a certificateAll fees and reasonable and documented out-of-pocket expenses (including, dated without limitation, reasonable and documented out-of-pocket legal fees and expenses) to the extent invoiced at least three Domestic Business Days prior to the Closing Date and signed the fees contemplated by a Financial Officer of and the Fee Letter payable to the Joint Lead Arrangers, the Administrative Agent or the Lenders shall have been paid on behalf of Holdings, confirming compliance as of or prior to the Closing Date with the condition precedent set forth Date, in Section 7.01(ii) with the same effect as if each reference case, to the date of a Credit Event therein were a reference extent required by the Fee Letter or this Agreement to be paid on or prior to the Closing Date. (f) [Reserved]. (g) [Reserved]. (i) The Target Representations shall be true and correct in all material respects on the Closing Date (unless such representations relate to an earlier date, in which case such representations shall have been true and correct in all material respects as of such earlier date), (ii) the Specified Representations shall be true and correct in all material respects on the Closing Date (unless such representations relate to an earlier date, in which case such representations shall have been true and correct in all material respects as of such earlier date), and (iii) there shall not exist on the Closing Date any event that would, assuming the making and the funding of the Loans on the Closing Date, constitute an Event of Default, in each case, solely pursuant to (x) Sections 8.01(b) (solely with respect to the payment of any Fee) and 8.01(c) (solely with respect to an intentional breach of Section 7.04) and (y) Sections 8.01(g), 8.01(h) and 8.01(i) (solely, in the case of each of the foregoing Sections 8.01(g), 8.01(h) and 8.01(i), with respect to the Borrower). (i) The Administrative Agent shall have received (i) management’s financial projections for SSCC and the Subsidiaries through 2014, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of the Closing Date and including the material assumptions on which such projections were based, in each case in form and substance reasonably satisfactory dated the Closing Date) (i) a customary officer’s certificate from the Borrower that there has been no change to the Administrative Agentmatters previously certified pursuant to Section 5.01(c) (or otherwise providing updates to such certifications) and that the conditions precedent contained in Section 5.02(b), Section 5.02(h)(ii) and Section 5.02(h)(iii) have been satisfied on the Closing Date, and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as a Solvency Certificate from the chief financial officer, treasurer or any other Authorized Officer of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptions. (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY 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 Borrower 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 results of such appraisal and collateral examination shall be in form and substance reasonably satisfactory to the Co-Collateral AgentsExhibit F hereto. (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 a Borrowing Request in accordance with Section 2.01 (which such Borrowing Request shall not include any representations and warranties or any certifications, in each case, as a condition to the funding of all Fees and other amounts due and payable Loans 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).

Conditions Precedent to the Closing Date. This Agreement and the rights and obligations of the parties Lenders to make Loans hereunder will shall not become effective on the date on which unless each of the following conditions has been precedent is satisfied (or waived in accordance with Section 13.12):14.7: (a) The Administrative Agent shall have received from received, on or before the Closing Date, this Agreement, the Notes, and, to the extent not otherwise specifically referenced in this Section 6.1(a), all other Loan Documents listed on Schedule 6.1(a), and the Fee Letter, each executed by each party hereto either and thereto (iincluding via electronic means), each of which shall be in form and substance satisfactory to the Requisite Lenders. (b) The Chapter 11 Cases shall have been commenced in the Bankruptcy Court and the motion to approve the Interim DIP Financing Order, the Final DIP Financing Order, the Cash Management Order and the First Day Orders shall be reasonably satisfactory in form and substance to the Requisite Lenders; provided, that the First Day Orders delivered to Lenders’ counsel on [●] are deemed to be satisfactory to the Requisite Lenders. (c) The Interim DIP Financing Order, the Cash Management Order and the Insurance Order shall have been entered by the Bankruptcy Court within five (5) days of the Petition Date and the Administrative Agent shall have received a counterpart of this Agreement true and complete signed on behalf copy of such party orders, and such orders shall be in full force and effect and shall not have been reversed, modified, amended, stayed or vacated absent prior written consent of the Administrative Agent and the Requisite Lenders. (iid) evidence satisfactory The Administrative Agent, for its benefit and the benefit of each Lender, shall have been granted a valid, perfected and non-avoidable lien on the Collateral pursuant to the Interim DIP Financing Order on the terms and conditions set forth herein and in the other Loan Documents. (e) The Administrative Agent shall have received the Approved Budget for the 13-week period following the Petition Date, it being understood that the budget attached to the Form of Interim DIP Financing Order attached hereto as Exhibit F is an Approved Budget. (f) The Borrower shall have paid (or caused to be paid) to the Administrative Agent and Lenders, on or before the Closing Date, or will be paid concurrently with the Closing Date, the fees and expenses then earned, due and payable hereunder or under the Interim DIP Financing Order or Loan Documents (which including, without limitation, the fees and expenses of the Lender Advisors, and as set forth in the Fee Letter), in each case subject to and in accordance with the Interim DIP Financing Order and the other First Day Orders; provided that payment of such amounts may include a facsimile transmission) that such party has signed a counterpart be made, or may be deducted, from the proceeds of this Agreement as provided in Section 13.10the Loans on the Closing Date. (bg) The Administrative Agent shall have received a favorable written opinion certificate signed by a Responsible Officer of each the Borrower on behalf of Winston & Xxxxxx LLP, U.S. counsel for the Loan PartiesParties certifying that (i) the conditions in this Section 6.1 have been satisfied, substantially to (ii) all government and third party approvals necessary in connection with the effect set forth in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for continued operations of the Loan Parties, substantially to Parties and the effect set forth transactions contemplated hereby have been obtained and are in Exhibit P-3full force and effect, and Xxxxxxx XxXxxxxxall applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, Nova Scotia counsel for prevent or otherwise impose adverse conditions on the Loan Partiesfinancing contemplated hereby on satisfactory terms, substantially and (iii) no action or proceeding is pending or threatened in any court or before any Governmental Authority seeking to enjoin or prevent the effect set forth in Exhibit P-4, in each case consummation of the transactions contemplated hereby. (Ah) dated As of the Closing Date, (B) addressed to the Administrative Agent, the Security Agent representations and the Lenders, and (C) covering such customary legal matters relating to warranties contained in this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinions. (c) All legal matters incident to this Agreement, the Borrowings and other extensions of credit hereunder and in the other Loan Documents shall be reasonably satisfactory true and correct in all material respects on and as of the Closing Date to the Administrative Agent same extent as though made on and as of that date, except to the Lendersextent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. (di) Each Lender and Administrative Agent who has requested the same at least five (5) Business Days prior to the Closing Date shall have received, at least three (3) Business Days prior to the Closing Date, “know your customer”, Beneficial Ownership information and similar information. (j) The Administrative Agent shall have received (i1) a copy of the certificate or articles of incorporation (incorporation, formation or equivalent organizational documents)limited partnership, as applicable, including all amendments thereto, of each of SSCC, SSCE and the other BorrowersLoan Party, certified as of a recent date by the Secretary of State or other relevant Governmental Authority of the jurisdiction state of its organization, organization and a certificate as to the good standing (or the equivalent thereof) of each of SSCC, SSCE and the other Borrowers Loan Party as of a recent date date, from such Secretary of State or other Governmental AuthorityState; (ii2) a certificate of the Secretary or Assistant Secretary Responsible Officer of each of SSCC, SSCE and the other Borrowers Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, limited partnership agreements, articles of association, memorandum of association, certificate of incorporation, certificate of formation, certificate of limited partnership and by-laws (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, such Loan Party as in effect on the Closing DateDate and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors directors (or its equivalent) of SSCCsuch Loan Party authorizing the execution, SSCE or each other delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, as applicable, authorizing the Transactionsborrowings hereunder, 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 (or equivalent organizational incorporation, constitutional documents) , articles of SSCC, SSCE or each other Borrower, as applicable, association and memorandum of association 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 (i1) above and (D) as to the incumbency and specimen signature of each officer executing this Agreement any Loan Document or any other document delivered in connection herewith on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-clauses (i) such Loan Party and (ii) shall be in form and substance reasonably acceptable to the Administrative Agent); (iii3) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary Responsible Officer executing the certificate pursuant to clause (ii2) above; (iv) a . The Administrative Agent and the Lenders may conclusively rely on such certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date and certifying that attached thereto is a true and complete copy of the Term Loan Credit Agreement (including all exhibits, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agent; and (v) such other documents as until the Administrative Agent may reasonably requestreceives notice in writing from such Loan Party to the contrary. (ek) As of the Closing Date, no Potential Event of Default or Event of Default shall exist or would result from the making of such Loan and the application of proceeds therefrom. (l) At the time and immediately after giving pro forma effect to the Loans made on the Closing Date, there has occurred no event which has had or is reasonably likely to have a Material Adverse Effect. (m) The Administrative Agent shall have received the results of a certificate, dated the Closing Date and signed by a Financial Officer of and on behalf of Holdings, confirming compliance as search of the Closing Date Uniform Commercial Code filings (or equivalent filings) made with respect to each Loan Party in the condition precedent set forth in Section 7.01(iistates (or other jurisdictions) of formation of such persons, together with copies of the same effect as if each reference financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the date of a Credit Event therein were a reference to Administrative Agent that the Closing DateLiens indicated in any such financing statement (or similar document) would be permitted under Section 10.3 or have been or will be contemporaneously released or terminated. (fn) The Administrative Agent shall have received (i) management’s financial projections for SSCC and the Subsidiaries through 2014, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of the Closing Date and including the material assumptions on which such projections were based, in each case in form and substance insurance certificates reasonably satisfactory to the Administrative Agent, and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptions. (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY 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 Agent naming 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 Servicesas lender loss payee or additional insured, 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 results of such appraisal and collateral examination shall be in form and substance reasonably satisfactory to the Co-Collateral Agentsas appropriate. (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.

Conditions Precedent to the Closing Date. This Agreement and the rights and obligations The obligation of the parties each Lender to make Credit Extensions hereunder will shall become effective on the date (such date, the “Closing Date”) on which each of the following conditions has been satisfied (or waived in accordance with Section 13.12):precedent is satisfied: (a) The Administrative Agent shall have received from the following, each party hereto either (i) a counterpart of this Agreement signed on behalf of such party which shall be originals or (ii) evidence satisfactory telecopies or in an electronic format acceptable to the Administrative Agent (which may include followed promptly by originals) unless otherwise specified, each properly executed by a facsimile transmission) that such party has signed a counterpart Responsible Officer of this Agreement as provided in Section 13.10. (b) The Administrative Agent shall have received a favorable written opinion of the Borrower, each of Winston & Xxxxxx LLP, U.S. counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, in each case (A) dated the Closing DateDate (or, (B) addressed in the case of certificates of governmental officials, a recent date prior to the Administrative Agent, the Security Agent Closing Date) and the Lenders, each in form and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinions. (c) All legal matters incident to this Agreement, the Borrowings and other extensions of credit hereunder and the other Loan Documents shall be substance reasonably satisfactory to the Administrative Agent and each of the Lenders.: (d) The Administrative Agent shall have received (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) Notes executed by the Borrower in favor of each Lender requesting a copy Note; (iii) the favorable opinions of (A) Xxxxxx & Xxxxxx PLLC, special Tennessee counsel to the Borrower, which opinion shall cover the matters contained in Exhibit F-1, and (B) Xxxxx X. Xxxx, Vice President, Transactions, SEC and Corporate Secretary to the Borrower, which opinion shall cover the matters contained in Exhibit F-2; (iv) a certificate, signed by an Authorized Officer of the certificate or articles Borrower, certifying that (A) all representations and warranties of incorporation (or equivalent organizational documents), including all amendments thereto, of each of SSCC, SSCE the Borrower contained in this Agreement and the other BorrowersCredit Documents are true and correct as of the Closing Date, certified both immediately before and after giving effect to the transactions contemplated hereby (except to the extent any such representation or warranty is expressly stated to have been made as of a recent date by specific date, in which case such representation or warranty shall be true and correct as of such date), (B) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to the Secretary of State or other relevant Governmental Authority consummation of the jurisdiction of its organizationtransactions contemplated hereby, (C) no change, occurrence or development shall have occurred or become known to the Borrower since December 31, 2007 that could reasonably be expected to have a Material Adverse Effect, and a certificate as (D) all conditions precedent to the good standing Closing Date set forth in this Section 3.1 have been satisfied or waived as required hereunder; (or the equivalent thereof) of each of SSCC, SSCE and the other Borrowers as of a recent date from such Secretary of State or other Governmental Authority; (iiv) a certificate of the Secretary secretary or Assistant Secretary an assistant secretary of each of SSCC, SSCE and the other Borrowers dated the Closing Date and Borrower certifying (A) that attached thereto is a true and complete copy of the by-laws (articles or equivalent organizational documents) certificate of SSCC, SSCE or each other incorporation and all amendments thereto of the Borrower, certified as applicableof a recent date by the Secretary of State of its jurisdiction of organization, as in effect on and that the Closing Datesame has not been amended since the date of such certification, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board bylaws of Directors of SSCC, SSCE or each other the Borrower, as applicable, authorizing then in effect and as in effect at all times from the Transactions, and that such date on which the resolutions have not been modified, rescinded or amended and are referred to in full force and effect, clause (C) that the certificate or articles of incorporation (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, have not been amended since below were adopted to and including the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above such certificate, and (DC) as to the incumbency and specimen signature of each officer executing this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-clauses (i) and (ii) shall be in form and substance reasonably acceptable to the Administrative Agent); (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; (iv) a certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date and certifying that attached thereto is a true and complete copy of resolutions adopted by the Term Loan board of directors (or similar governing body) of the Borrower, authorizing the execution, delivery and performance of this Agreement and the other Credit Agreement (including all exhibitsDocuments, annexes and schedules thereto) which shall contain terms that conform as to the Plan incumbency and genuineness of Reorganization the signature of each officer of the Borrower executing this Agreement or any of such other Credit Documents, and are otherwise attaching all such copies of the documents described above; (vi) the Financial Condition Certificate signed by an Authorized Officer of the Borrower confirming that, as of the Closing Date, after giving effect to the consummation of the transactions contemplated hereby: (A) each of the Borrower and its Subsidiaries is solvent; and (B) the Financial Strength Rating for each Main Domestic Insurance Subsidiary is A- or better; and (vii) a certificate as of a recent date of the good standing of the Borrower under the laws of its jurisdiction of organization, from the Secretary of State of such jurisdiction. (b) All material governmental authorizations and third-party consents and approvals necessary in form connection with the consummation of any of the transactions contemplated hereby shall have been obtained and substance reasonably satisfactory shall remain in effect and shall not impose any restriction or condition materially adverse to the Administrative AgentAgent or the Lenders; all applicable waiting periods shall have expired without any action being taken or threatened by any Governmental Authority; and (v) such other documents as no law or regulation shall be applicable, or event shall have occurred, that seeks to enjoin, restrain, restrict, set aside or prohibit, or impose materially adverse conditions upon, the Administrative Agent may reasonably requestconsummation of any of the transactions contemplated hereby. (ec) There shall be no action, suit, proceeding or investigation (whether previously existing, newly instituted or threatened) before, and no order, injunction or decree shall have been entered by, any court, arbitrator or other Governmental Authority, in each case seeking to enjoin, restrain, restrict, set aside or prohibit, to impose material conditions upon, or to obtain substantial damages in respect of, the consummation of any of the transactions contemplated hereby or that has, or could reasonably be expected to have, a Material Adverse Effect. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of and on behalf of Holdings, confirming compliance as copies of the Closing Date with the condition precedent set forth financial statements referred to in Section 7.01(ii4.12. (e) with the same Since December 31, 2007, both immediately before and after giving effect as if each reference to the date consummation of the transactions contemplated hereby, there shall not have occurred (i) a Credit Event therein were Material Adverse Effect or (ii) any event, condition or state of facts that could reasonably be expected to have a reference to the Closing DateMaterial Adverse Effect. (f) The Administrative Agent Borrower shall have received paid (i) management’s financial projections for SSCC to the Arrangers and the Subsidiaries through 2014Administrative Agent, including but not limited the fees required under the Fee Letters to monthly projections for 2010 (including projected monthly borrowing base levels for such year)be paid to it on the Closing Date, reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of amounts due and payable on the Closing Date and including as required by the material assumptions on which such projections were basedterms thereof, in each case in form and substance reasonably satisfactory (ii) to the Administrative Agent, and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as the initial payment of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptions. (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY 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 annual 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 described in the Disclosure Statement shall be in form and substance reasonably acceptable to the Lead Arrangers. (i) On or prior to the Closing DateFee Letters, 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 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.

Conditions Precedent to the Closing Date. This Agreement and the rights and obligations The commit- ments of the parties hereunder will Lenders to make Advances under and in accordance with this Agreement shall not become effective on the date on which each of until the following conditions has precedent shall have been satisfied (or waived in accordance with Section 13.12):fulfilled: (a) The Administrative Agent shall have received from the following, each party hereto either dated the date of delivery thereof (unless otherwise specified below), in form and substance satisfactory to each Lender and (except for the Notes) in sufficient copies for each Lender: (i) a counterpart Counterparts of this Agreement, duly executed by each party hereto. (ii) The Notes to the order of the respective Lenders, duly executed by the Borrower. (iii) True and complete photocopies of the Significant Contracts in effect on the Closing Date and all amendments, modifications and supplements thereto, in each case duly executed by the respective parties thereto. (iv) A certificate of the Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder and thereunder and (B) that attached thereto are true and correct copies of the Articles of Incorporation of the Borrower, and all amendments thereto, and the By-laws of the Borrower, in each case as in effect on such date and (C) that attached thereto are true and correct copies of the resolutions of the Board of Directors of the Borrower approving this Agree- ment and the Notes and the other documents to be delivered by the Borrower hereunder and thereunder, and of all documents evidencing other necessary corporate action, if any, with respect to the execution, delivery and performance by the Borrower of this Agreement signed and the Notes. (v) A certificate of a duly authorized officer of the Borrower certifying that, except as set forth in the Disclosure Documents, there is no pending or known threatened action or proceeding (including, without limita- tion, any action or proceeding relating to any environmental protection laws or regulations) affecting the Borrower or its properties before any court, governmental agency or arbitrator, which may: (A) purport to affect the legality, validity or enforceability of the Existing Notes, any Loan Document or any Significant Contract or (B) materially adversely affect the financial condition, properties, prospects or operations of the Borrower as a whole. (vi) A certificate of a duly authorized officer of the Borrower stating that (i) the representations and warranties contained in Section 6.01 are correct, in all material respects, on behalf and as of the Closing Date before and after giving effect to the initial Advances and the application of the proceeds thereof, as though made on and as of such party or date and (ii) evidence satisfactory no event has occurred and is continuing which constitutes an Event of Default or Unmatured Default, or would result from such initial Advances or the application of the proceeds thereof. (vii) A certificate signed by the Treasurer or Assistant Treasurer of the Borrower, certifying as to the absence of any material adverse change in the financial condition, operations, properties or prospects of the Borrower since December 31, 1994, except as disclosed in the Disclosure Documents. (viii) Copies, certified by the Borrower, of all Governmental Approv- als listed in Schedule II hereof. (ix) Favorable opinions of: (A) Rath, Young and Pignatelli, P.A., special New Hamxxxxre xxxxsel tx xxx Xxxxower, in substantially the form of Exhibit 5.01A hereto; (B) Jeffrey C. Miller, Esq., Assistant General Counsex xx XXXXX, xx xxbstantially the form of Exhibit 5.01B hereto; and (C) C.E. Shively, Esq., Senior Counsel of PSNH, in suxxxxxxxxxxx the form of Exhibit 5.01C hereto; (x) A certificate of PSNH, signed by a duly authorized officer of PSNH, certifying as to the absence of any material adverse change in the financial condition, operations, properties or prospects of PSNH since December 31, 1994, except as disclosed in the disclosure documents referred to in such certificate. (xi) Such other approvals, opinions and documents as any Lender, through the Administrative Agent (which Agent, may include a facsimile transmission) that such party has signed a counterpart reasonably request as to the legality, validity, binding effect or enforceability of this Agreement as provided in Section 13.10and the Notes. (b) The There shall exist no injunction or temporary restraining order which, in the judgment of the Administrative Agent shall have received a favorable written opinion or the Arrangers would prohibit the making of each the Advances or the consummation of Winston & Xxxxxx LLP, U.S. counsel for the Loan Parties, substantially to redemption of the effect Existing Notes; except as set forth in Exhibit P-1the Disclosure Documents, Xxxxx X. Xxxxthere shall be no pending or known threatened action or proceeding (including, Senior Vice Presidentwithout limitation, Secretary and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Security Agent and the Lenders, and (C) covering such customary legal matters any action or proceeding relating to this Agreement any environmental protection laws or regulations) affecting the Borrower or its properties before any court, governmental agency or arbitrator, which may: (i) purport to affect the legality, validity or enforceability of the Existing Notes, any Loan Document or any Significant Contract or (ii) materially adversely affect the financial condition, properties, prospects or operations of the Borrower as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinionsa whole. (c) All other legal and regulatory matters incident relating to this Agreement, the Borrowings and other extensions of credit hereunder Notes, the Advances and the other Loan Documents redemption of the Existing Notes shall be reasonably satisfactory to the Administrative Agent Arrangers and the Lenders. (d) The Administrative Agent No Default or Event of Default shall have received (i) a copy of the certificate or articles of incorporation (or equivalent organizational documents), including all amendments thereto, of each of SSCC, SSCE occurred and the other Borrowers, 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 of SSCC, SSCE and the other Borrowers 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 of SSCC, SSCE and the other Borrowers dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 SSCC, SSCE or each other Borrower, as applicable, authorizing the 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 (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-clauses (i) and (ii) shall be in form and substance reasonably acceptable to the Administrative Agent); (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; (iv) a certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date and certifying that attached thereto is a true and complete copy of the Term Loan Credit Agreement (including all exhibits, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent may reasonably requestcontinu- ing. (e) The Administrative Agent Borrower shall have received a certificate, dated the Closing Date and signed by a Financial Officer of and on behalf of Holdings, confirming compliance as of the Closing Date with the condition precedent set forth paid all fees under or referenced in Section 7.01(ii) with the same effect as if each reference 2.02 hereof, to the date of a Credit Event therein were a reference to the Closing Dateextent then due and payable. (f) The Administrative Agent Closing Date shall have received (i) management’s financial projections for SSCC and the Subsidiaries through 2014, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of the Closing Date and including the material assumptions on which such projections were based, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptions. (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY 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 DateDecember 31, 1995. (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 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.

Conditions Precedent to the Closing Date. This The effectiveness of this Agreement and the rights and obligations of the parties Lenders to exchange Loans hereunder will become effective on the date on which each Closing Date pursuant to Section 2.01 are subject to the satisfaction (or waiver by the Required Lenders) of the following conditions has been satisfied (or waived in accordance with Section 13.12):precedent: (a) The Subject to Section 5.15, the Administrative Agent shall have received from each party hereto either (i) a counterpart of this Agreement Agreement, the Guarantee Agreement, the Pledge and Security Agreement, the UK Debenture, the UK Trust Deed, the UK Share Charges, the Intabex Dutch Pledge, the Agent Fee Letter and, subject to Section 5.15, each other Loan Document (in each case in form and substance satisfactory to the requisite Lenders in accordance with the Support Agreement) signed on behalf of such each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart of this Agreement as provided in Section 13.10counterpart. (b) The Administrative Agent shall have received received, on behalf of itself and the Lenders, a favorable written opinion of each of Winston Xxxxxxx Xxxxxxx & Xxxxxx Xxxxxxxx LLP, U.S. counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, substantially to the effect set forth in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt of Xxxxxxxxxxx LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3Lenders, and Xxxxxxx XxXxxxxxof De Brauw Blackstone Westbroek N.V., Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4Lenders, in each case (Ai) dated the Closing Date, (Bii) addressed to the Administrative Agent, the Security Agent and the Lenders, and (Ciii) in form and substance reasonably satisfactory to the Required Lenders, covering such customary legal matters relating to customarily covered in opinions of this Agreement type as the Administrative Agent Required Lenders shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCCrequest, SSCE and the other Borrowers Borrower hereby instruct their requests such counsel to deliver such opinions. (c) All legal matters incident to this Agreement, The representations and warranties of the Borrowings Borrower and other extensions of credit hereunder and the each other Loan Documents Party contained in Article III or any other Loan Document shall be reasonably satisfactory true and correct in all material respects on and as of the Closing Date; provided that, to the Administrative Agent extent that such representations and the Lenderswarranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Administrative Agent shall have received a certificate, dated as of the Closing Date and signed by a Financial Officer of the Borrower, certifying compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or equivalent organizational documentsthe foreign equivalent), including all amendments thereto, of each of SSCC, SSCE and the other BorrowersLoan Party, certified as of a recent date by the Secretary of State or other relevant Governmental Authority of the jurisdiction state of its organization, and and, except in the case of any Foreign Guarantor, a certificate as to the good standing (or the equivalent thereof) of each of SSCC, SSCE and the other Borrowers Loan Party as of a recent date date, from such Secretary of State (in each case or other Governmental Authoritythe foreign equivalent, if any); (ii) a certificate of the Secretary or Assistant Secretary Responsible Officer of each Loan Party (or, in the case of SSCCa Foreign Guarantor, SSCE and the other Borrowers a certificate of an equivalent officer or a director of such Loan Party) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, such Loan Party as in effect on the Closing DateDate and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors directors (or its equivalent) of SSCCsuch Loan Party (and, SSCE or each other in the case of any Foreign Guarantor, of resolutions duly passed by its members, if applicable) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, as applicable, authorizing the Transactionsborrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of either (1) written resolutions of the requisite shareholder(s) (or its equivalent) of such Loan Party, or (2) resolutions adopted by the general meeting of shareholder(s) (or its equivalent) of such Loan Party, in each case authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party and that such resolutions have not been modified, rescinded, or amended and are in full force and effect, (D) that the certificate or articles of incorporation (or equivalent organizational incorporation, constitutional documents) , articles of SSCC, SSCE or each other Borrower, as applicable, association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above and above, (DE) as to the incumbency and specimen signature of each officer executing this Agreement any Loan Document or any other document delivered in connection herewith on behalf of SSCC, SSCE or each other Borrowersuch Loan Party and (F) except in the case of any UK Loan Party, as applicable (and each of the foregoing in sub-clauses (i) and (ii) shall be in form and substance reasonably acceptable to the Administrative Agent)absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the Secretary entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee or Assistant Secretary security limits under the constitutional documents of Holdings dated the Closing Date and certifying that attached thereto such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a true and complete copy of the Term Loan Credit Agreement (including all exhibits, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agentparty; and (v) such other documents as the Administrative Agent Required Lenders may reasonably request. (ei) The Administrative Agent and the Lenders shall have received, at least five Business Days prior to the Closing Date, to the extent requested at least eight Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (j) Except as set forth in Section 5.15, the Senior Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument (including any intercompany notes and allonges pursuant to 5.13(d)) and made or caused to be made any other filing and recording reasonably required by the Senior Collateral Agent and the Lenders. (k) Prior to or substantially simultaneously therewith, the Administrative Agent shall have received the fees in the amounts previously agreed in writing by the Agents, and all reasonable and documented fees and expenses incurred in connection with the Transactions (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid. (l) Except as set forth in Section 5.15, the Administrative Agent shall have received all insurance policies and certificates pursuant to and in accordance with Section 5.03(b). (m) Except as set forth in Section 5.15 and in respect of the UK Loan Parties and UK Security Documents, all documents and instruments necessary to establish that the Senior Collateral Agent will have perfected security interests in the Collateral pursuant to the provisions of the Security Documents to be entered into on the Closing Date shall have been delivered in copy form to the Senior Collateral Agent and, if applicable, be in proper form for filing on or around the Closing Date, including UCC-1 financing statements and UCC-3 financing statements and the Intellectual Property Security Agreements. (n) The Administrative Agent shall have received a certificate“life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, dated the Closing Date and signed by a Financial Officer of and on behalf of Holdings, confirming compliance as of the Closing Date with the condition precedent set forth in Section 7.01(ii) with the same effect as if each reference to the date of a Credit Event therein were a reference to the Closing Date. (f) The Administrative Agent shall have received (i) management’s financial projections for SSCC and the Subsidiaries through 2014, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of the Closing Date and including the material assumptions on which such projections were based, in each case in form and substance reasonably satisfactory acceptable to the Administrative AgentAgent (together with notice about special flood hazard area status and flood disaster assistance, duly executed by the Borrower and (ii) an unaudited pro forma consolidated balance sheet applicable Subsidiary and evidence of SSCC and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, whichflood insurance, in each case, shall be prepared the event any improvements are located in good faith and based upon reasonable assumptionsa special flood hazard area) in accordance with the Flood Laws. (go) The U.S. Bankruptcy Court Prior to or substantially simultaneously therewith, the following documentation shall have be entered an order into and effective, which documentation shall in form and substance reasonably acceptable to DBNY 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 each case be in form and substance reasonably acceptable satisfactory to the Lead Arrangers.requisite Lenders in accordance with the Support Agreement: (i) On or prior that certain Limited Consent and Amendment to the Closing DateABL Credit Agreement, Holdings shall have provided to the Administrative Agent and the Co-Collateral Agents (i) an appraisal dated as of the Inventory of each Borrower and their respective Subsidiaries from Great American Advisory & Valuation ServicesJanuary 5, 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 results of 2023; it being understood that such appraisal and collateral examination shall be agreement is in form and substance reasonably satisfactory to such requisite Lenders; (ii) [reserved]; (iii) the Co-Second Supplemental Indenture; (iv) the New Notes Indenture; (v) the New Intabex Credit Agreement; (vi) the ABL Intercreditor Agreement; it being understood that the form attached to the Offering Memorandum is satisfactory to such requisite Lenders; and (vii) the Intercreditor and Collateral AgentsAgency Agreement; it being understood that the form attached to the Offering Memorandum is satisfactory to such requisite Lenders. (jp) On Prior to or substantially simultaneously therewith: (i) the Closing Date, the Administrative Agent and the Co-Collateral Agents Notes Exchange Offer shall have received been consummated with the initial Borrowing Base Certificate.participation of at least a majority of the outstanding principal amount of the Existing Notes; (kii) The Administrative Agent (x) the Exit Term Loan Exchange Transactions shall have received been consummated with the participation of 100% of the principal amount of the Existing Exit Term Loans, (y) all Fees accrued and other amounts due and payable on or prior to unpaid Cash Interest (as defined in the Closing Date, including, to the extent invoiced, payment or reimbursement of all Fees and expenses (including the reasonable fees, charges and disbursements of counselExisting Exit Term Loan Credit Agreement) required to be reimbursed or paid by Holdings or any Borrower hereunder or under any other Loan Document or in respect of the execution Assigned Exit Term Loans shall have been paid in full in cash and delivery (z) the Existing Exit Term Loan Credit Agreement shall have been terminated; and (iii) (x) the Intabex Term Loan Exchange Transactions shall have been consummated with the participation of this 100% of the principal amount of the Existing Intabex Term Loans, (y) all accrued and unpaid Interest (as defined in the Existing Intabex Term Loan Credit Agreement) in respect of the Assigned Intabex Term Loans shall have been paid in full in cash and (z) the Existing Intabex Term Loan Credit Agreement shall have been terminated; (q) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.

Conditions Precedent to the Closing Date. This Agreement and The Closing Date is subject to the rights and obligations satisfaction (or waiver by the Lenders) of the parties hereunder will become effective on the date on which each of the following conditions has been satisfied (or waived listed below. The satisfaction of the conditions set forth in accordance with this Section 13.12): (a) The Administrative Agent shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence 5.01, including any documents required to be delivered hereunder, must be in form and substance satisfactory to the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart of this Agreement as provided in Section 13.10. (b) The Administrative Agent shall have received a favorable written opinion of each of Winston & Xxxxxx LLPLead Arrangers, U.S. counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Security Agent and the Lenders, and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinions. (c) 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 Administrative Agent and the Lenders. (d) LC Issuers. The Administrative Agent and, in the case of the Notes, each Lender shall have received (i) a copy of the certificate received, on or articles of incorporation (or equivalent organizational documents), including all amendments thereto, of each of SSCC, SSCE and the other Borrowers, 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 of SSCC, SSCE and the other Borrowers 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 of SSCC, SSCE and the other Borrowers dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, as in effect on before the Closing Date, the following, each dated such day (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of SSCCexcept where specified otherwise below), SSCE or each other Borrower, as applicable, authorizing the 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 (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-clauses (i) and (ii) shall be in form and substance reasonably acceptable satisfactory to the Administrative Agent); (iii) a certificate of another officer as Lead Arrangers: The Notes, to the incumbency and specimen signature order of the Secretary or Assistant Secretary executing Lenders, respectively, duly executed by the certificate pursuant to clause (ii) above; (iv) Borrower. Copies, certified by a certificate Representative of the Secretary Borrower, Sithe, Sithe New England or Assistant Secretary the relevant Project Company, as the case may be, of Holdings dated the Closing Date and certifying that attached thereto is a true and complete copy each Loan Document, duly executed by each of the Term Loan Credit Agreement parties thereto. Copies, certified by a Representative of the Borrower of each Material Project Document (including together with all amendments, supplements, change orders, exhibits, annexes and schedules thereto) (other than the Mystic Development Interconnection Agreement and the Related Facilities Agreement), each of which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent may reasonably request. (e) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of and on behalf of Holdings, confirming compliance as of the Closing Date with the condition precedent set forth in Section 7.01(ii) with the same effect as if each reference to the date of a Credit Event therein were a reference to the Closing Date. (f) The Administrative Agent shall have received (i) management’s financial projections for SSCC and the Subsidiaries through 2014, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of the Closing Date and including the material assumptions on which such projections were based, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptions. (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY 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 results of such appraisal and collateral examination shall be in form and substance reasonably satisfactory to the Co-Collateral Agents. Lead Arrangers, (jii) On shall have been duly authorized, executed and delivered by each Material Project Participant party thereto and (iii) is in full force and effect and no default or event of default thereunder shall have occurred and be continuing. Favorable opinions of counsel (set forth on Exhibit 5.01(d)) to the Closing DateBorrower, the Administrative Agent Project Companies, Sithe, Sithe New England and the Co-Collateral Agents Material Project Participants (other than Exxon Company, U.S.A. and Boston Gas Company) as to such matters as the Lead Arrangers 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 Datereasonably request. Copies, 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 certified by Holdings or any Borrower hereunder or under any other Loan Document or in respect a Representative of the execution Borrower, of (i) the resolutions of the Management Committee of the Borrower approving or authorizing the execution, delivery and delivery performance of this Agreement, the other Transaction Documents, and all other documents to be delivered hereunder and thereunder to which the Borrower is a party, (ii) the Borrower's Certificate of Formation and the LLC Agreement, and all amendments thereto as in effect on such date, and (iii) all documents evidencing other necessary corporate action, if any, with respect to the execution, delivery and performance by the Borrower of this Agreement and the other Transaction Documents. Copies, certified by a Representative of Sithe, of (i) the resolutions of the Board of Directors of Sithe approving or authorizing the execution, delivery and performance of the Sithe Equity Guarantee and the Sithe Undertaking, (ii) Sithe's Certificate of Incorporation and bylaws, and all amendments thereto as in effect on such date, and (iii) all documents evidencing other necessary corporate action, if any, with respect to the execution, delivery and performance by Sithe of the Sithe Equity Guarantee and the Sithe Undertaking. Copies, certified by a Representative of Sithe New England, of (i) the resolutions of the Management Committee of Sithe New England approving or authorizing the execution, delivery and performance of the Equity Contribution Agreement and the Distrigas Guaranty, (ii) Sithe New England's Certificate of Formation and the LLC Agreement, and all amendments thereto as in effect on such date, and (iii) all documents evidencing other necessary corporate action, if any, with respect to the execution, delivery and performance by Sithe New England of the Equity Contribution Agreement and the Distrigas Guaranty.

Conditions Precedent to the Closing Date. This The amendment and restatement of the Existing Credit Agreement and the rights and obligations obligation of the parties each Lender to make Credit Extensions hereunder will shall become effective on the date (such date, the “Closing Date”) on which each of the following conditions has been satisfied (or waived in accordance with Section 13.12):precedent is satisfied: (a) The Administrative Agent shall have received from the following, each party hereto either (i) a counterpart of this Agreement signed on behalf of such party which shall be originals or (ii) evidence satisfactory in an electronic format acceptable to the Administrative Agent (which may include followed promptly by originals in the case of Notes) unless otherwise specified, each properly executed by a facsimile transmission) that such party has signed a counterpart Responsible Officer of this Agreement as provided in Section 13.10. (b) The Administrative Agent shall have received a favorable written opinion of the Borrower, each of Winston & Xxxxxx LLP, U.S. counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, in each case (A) dated the Closing DateDate (or, (B) addressed in the case of certificates of governmental officials, a recent date prior to the Administrative Agent, the Security Agent Closing Date) and the Lenders, each in form and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinions. (c) All legal matters incident to this Agreement, the Borrowings and other extensions of credit hereunder and the other Loan Documents shall be substance reasonably satisfactory to the Administrative Agent and each of the Lenders.: 11863223v8 24740.00050 (d) The Administrative Agent shall have received (i) executed counterparts of this Agreement; (ii) Notes executed by the Borrower in favor of each Lender requesting a copy Note; (iii) customary opinions of (A) Xxxxxxxx & Xxxxxxxx LLP, special counsel to the Borrower, and (B) J. Xxxx Xxxxxxxxx, Vice President, Managing Counsel and Corporate Secretary to the Borrower, all in form and substance reasonably satisfactory to the Administrative Agent; (iv) a certificate, signed by an Authorized Officer of the certificate or articles Borrower, certifying that (A) all representations and warranties of incorporation (or equivalent organizational documents), including all amendments thereto, of each of SSCC, SSCE the Borrower contained in this Agreement and the other BorrowersCredit Documents are true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, certified in all respects) as of the Closing Date, both immediately before and after giving effect to the transactions contemplated hereby (except to the extent any such representation or warranty is expressly stated to have been made as of a recent date specific date, in which case such representation or warranty shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) as of such date), (B) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to the Secretary of State or other relevant Governmental Authority consummation of the jurisdiction of its organizationtransactions contemplated hereby, (C) no change, occurrence or development shall have occurred or become known to the Borrower since December 31, 2018 that would reasonably be expected to have a Material Adverse Effect, and a certificate as (D) all conditions precedent to the good standing Closing Date set forth in this Section 3.1 have been satisfied or waived as required hereunder; (or the equivalent thereof) of each of SSCC, SSCE and the other Borrowers as of a recent date from such Secretary of State or other Governmental Authority; (iiv) a certificate of the Secretary secretary or Assistant Secretary an assistant secretary of each of SSCC, SSCE and the other Borrowers dated the Closing Date and Borrower certifying (A) that attached thereto is a true and complete copy of the by-laws (articles or equivalent organizational documents) certificate of SSCC, SSCE or each other incorporation and all amendments thereto of the Borrower, certified as applicableof a recent date by the Secretary of State of its jurisdiction of organization, as in effect on and that the Closing Datesame has not been amended since the date of such certification, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board bylaws of Directors of SSCC, SSCE or each other the Borrower, as applicable, authorizing then in effect and as in effect at all times from the Transactions, date on which the resolutions referred to in clause (C) below were adopted to and that including the date of such resolutions have not been modified, rescinded or amended and are in full force and effectcertificate, (C) that the certificate or articles of incorporation (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-clauses (i) and (ii) shall be in form and substance reasonably acceptable to the Administrative Agent); (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; (iv) a certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date and certifying that attached thereto is a true and complete copy of resolutions adopted by the Term Loan Credit Agreement board of directors (including all exhibits, annexes and schedules theretoor similar governing body) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent may reasonably request. (e) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of and on behalf of Holdings, confirming compliance as of the Closing Date with Borrower, authorizing the condition precedent set forth in Section 7.01(ii) with the same effect as if each reference to the date of a Credit Event therein were a reference to the Closing Date. (f) The Administrative Agent shall have received (i) management’s financial projections for SSCC and the Subsidiaries through 2014, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of the Closing Date and including the material assumptions on which such projections were based, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptions. (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY 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 Agreement and the other Borrowers the indemnificationCredit Documents, cost reimbursement obligations and fee obligations accruing or payable in respect of periods or events occurring on or prior (D) as to the Funding Date.incumbency and genuineness of the signature of each officer of the Borrower executing this Agreement or any of such other Credit Documents, and attaching all such copies of the documents described above; (hvi) The Plan the Financial Condition Certificate signed by an Authorized Officer of Reorganization the Borrower confirming that, as reflected in the Disclosure Statement shall be in form and substance reasonably acceptable to the Lead Arrangers. (i) On or prior to of the Closing Date, Holdings shall have provided after giving effect to the Administrative Agent and the Co-Collateral Agents (i) an appraisal consummation of the Inventory transactions contemplated hereby each of each the Borrower and their respective its Subsidiaries from Great American Advisory & Valuation Services, LLC is solvent; 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 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.11863223v8 24740.00050

Conditions Precedent to the Closing Date. This Agreement Conditions precedent subject to agreement between the Consenting Noteholders and the rights Pulitzer Entities but will include the implementation of a written tax sharing agreement between the Pulitzer Entities and obligations of Xxx that is acceptable to the parties hereunder will become effective on Consenting Noteholders. Conditions Precedent to the date on which each of Effective Date: To be set forth in the following conditions has been satisfied (or waived in accordance with Section 13.12): (a) The Administrative Agent Pulitzer Support Agreement, but shall have received from each party hereto either include (i) a counterpart the execution and effectiveness of this Agreement signed on behalf of such party or (ii) evidence satisfactory an amendment to the Administrative Agent Credit Agreement (which may include a facsimile transmission) that such party has signed a counterpart of this Agreement as provided defined in Section 13.10. (b) The Administrative Agent shall have received a favorable written opinion of each of Winston & Xxxxxx LLPthe Xxx Support Agreement), U.S. counsel for with the Loan Parties, substantially to the effect set forth in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Security Agent and the Lenders, and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinions. (c) 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 Administrative Agent and the Lenders. (d) The Administrative Agent shall have received (i) a copy consent of the certificate or articles of incorporation (or equivalent organizational documents), including all amendments thereto, of each of SSCC, SSCE “Required Lenders” thereunder and the other Borrowers, 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 of SSCC, SSCE and the other Borrowers 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 of SSCC, SSCE and the other Borrowers dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 SSCC, SSCE or each other Borrower, as applicable, authorizing the 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 (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-clauses (i) and (ii) shall be in form and substance reasonably acceptable to the Administrative Agent)Company, that modifies the anti-cash hoarding provisions, authorizes Pulitzer to make the Reserve Account Payment and the Operating Account Payment, authorizes Xxx to send cash to Pulitzer for purposes of making the Xxx Closing Date Payment, and provides for the return of the cash Lee received from Pulitzer pursuant to the November 9, 2011 cash sweep; (ii) the execution and effectiveness of an amendment to the Xxx Support Agreement so that the transaction contemplated in this Term Sheet is expressly permitted thereunder; (iii) a certificate of another officer as to the incumbency and specimen signature execution of the Secretary or Assistant Secretary executing Pulitzer Support Agreement by the certificate pursuant to clause Pulitzer Entities and the Noteholders holding (iia) abovenot less than 66.67% of the aggregate principal amount of the PD LLC Notes and (b) more than 50% in number of the claims (as defined in 11 U.S.C. § 101(5)) in respect of the PD LLC Notes; and (iv) a certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date and certifying requirement that attached thereto is a true and complete copy of the all definitive documentation referenced in this Term Loan Credit Agreement Sheet (including all exhibitsthe New PD LLC Notes, annexes the New Pulitzer Guaranty, the New Note Agreement, and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agent; and (v) such other documents documentation as agreed by Pulitzer Entities and the Administrative Agent may reasonably request. (eConsenting Noteholders) The Administrative Agent shall have received a certificate, dated the Closing Date be fully negotiated and signed by a Financial Officer of and on behalf of Holdings, confirming compliance as of the Closing Date materially consistent with the condition precedent set forth in Section 7.01(ii) with the same effect as if each reference to the date terms of a Credit Event therein were a reference to the Closing Date. (f) The Administrative Agent shall have received (i) management’s financial projections for SSCC and the Subsidiaries through 2014, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of the Closing Date and including the material assumptions on which such projections were based, in each case in form and substance reasonably satisfactory to the Administrative Agentthis Term Sheet, and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptions. (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY 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 otherwise 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 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 Pulitzer Entities and the Co-Collateral Agents shall have received Required Consenting Noteholders (as such term is defined in the initial Borrowing Base CertificatePulitzer Support Agreement). (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.

Conditions Precedent to the Closing Date. This Agreement and the rights and obligations of the parties hereunder will agreement shall become effective on upon the date on which each prior or concurrent fulfillment or waiver of the following conditions has been satisfied (or waived in accordance with Section 13.12):precedent: (a) The the conditions precedent set forth in Section 12.1 have been fulfilled or waived; (b) the Borrower shall have publicly declared commercial production at the Camino Rojo Project; (c) Completion shall have occurred; (d) subject to Section 11.1(v), each Company shall have duly executed and delivered to the Administrative Agent shall have received from each party of the Credit Documents to which it is a party, including the Credit Documents referenced in Schedule I hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence in form and substance satisfactory to the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart of this Agreement as provided in Section 13.10.Agent; (be) The Administrative Agent all outstanding Indebtedness of the Obligors which is not Permitted Indebtedness shall have received a favorable written opinion of each of Winston & Xxxxxx LLP, U.S. counsel been permanently repaid and cancelled (or the Obligors shall have made arrangements for the Loan Parties, substantially to the effect set forth in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary repayment and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, in each case (A) dated the Closing Date, (B) addressed cancellation thereof satisfactory to the Administrative Agent, acting reasonably) and all guarantees and security agreements executed and delivered under or in connection therewith shall have been released and discharged (or the Security Agent Obligors shall have made arrangements for the release and the Lenders, and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable discharge thereof satisfactory to the Administrative Agent. SSCC, SSCE acting reasonably), satisfactory arrangements for the discharge of all attendant security registrations shall have been made and all collateral security in connection therewith shall have been returned to the other Borrowers hereby instruct their counsel to deliver Borrower (or the Obligors shall have made arrangements for the return of such opinions. (c) All legal matters incident to this Agreement, the Borrowings and other extensions of credit hereunder and the other Loan Documents shall be reasonably collateral security satisfactory to the Administrative Agent and the LendersAgent, acting reasonably). (df) The the Administrative Agent shall have received has received: (i) a duly certified copy of the certificate or articles of incorporation (incorporation, articles of amalgamation, articles of association or equivalent organizational documents), including all amendments thereto, similar documents and by-laws of each of SSCC, SSCE and the other Borrowers, 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 of SSCC, SSCE and the other Borrowers as of a recent date from such Secretary of State or other Governmental Authority; Obligor; (ii) a certificate of status or good standing for each Obligor (where available) issued by the Secretary appropriate governmental body or Assistant Secretary of each of SSCC, SSCE and the other Borrowers dated the Closing Date and certifying (A) that attached thereto is a true and complete copy agency of the by-laws (jurisdiction in which each Obligor is incorporated or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 SSCC, SSCE or each other Borrower, as applicable, authorizing the 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 (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-clauses (i) and (ii) shall be in form and substance reasonably acceptable to the Administrative Agent); otherwise formed; (iii) a certificate duly certified copy of another officer as the resolution of the board of directors or managers of each Obligor authorizing it to execute, deliver and perform its obligations under each Credit Document to which such Obligor is a signatory and a duly certified copy of the resolution of the board of directors or managers or shareholders (if required under the constating documents or by-laws of such Obligor) of such Obligor (other than the Borrower) authorizing the pledge of all of its issued and outstanding Shares to the incumbency Administrative Agent and specimen signature of any subsequent disposition thereof by the Secretary or Assistant Secretary executing Administrative Agent in realizing on the certificate pursuant to clause (ii) above; security therein constituted by the relevant Security Documents; (iv) a certificate of an officer of each Obligor, in such capacity, setting forth specimen signatures of the Secretary or Assistant Secretary of Holdings dated individuals authorized to sign the Closing Date and certifying that attached thereto Credit Documents to which such Obligor is a true and complete copy of the Term Loan Credit Agreement (including all exhibits, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agent; and signatory; (v) a certificate of a senior officer of each of the Borrower, in such capacity, certifying that, to the best of his knowledge after due inquiry, no Default has occurred and is continuing or would arise immediately upon this agreement becoming effective; (vi) a compliance certificate in the form of Schedule B hereto signed by a senior financial officer of the Borrower evidencing compliance (on a pro forma basis based on the financial statements from the most recently completed Fiscal Quarter) with financial covenants set forth in Sections 11.1(m), (n), (o) and (p); (vii) the Mine Plan; (viii) certificates representing all of the issued and outstanding Shares of the Guarantors (to the extent such shares are certificated), duly endorsed in blank or accompanied by an executed stock transfer power of attorney; (ix) a Perfection Certificate for each Obligor signed by an officer of such Obligor; (x) [intentionally deleted] (xi) [intentionally deleted] (xii) an opinion of counsel to each Obligor addressed to the Finance Parties relating to the status and capacity of such Obligor, the due authorization, execution and delivery and the legality, validity, binding nature and enforceability of the Credit Documents to which such Obligor is a party, in the jurisdiction where the Secured Assets are located and/or the jurisdiction of incorporation or formation of such Obligor, creation and perfection of security and such other documents matters as the Administrative Agent may reasonably request.; (exiii) The [intentionally deleted] (xiv) [intentionally deleted] (xv) requisite information to identify the Obligors under the applicable “know your client” legislation, Anti-Corruption Laws and Anti-Money Laundering Legislation, delivered sufficiently in advance for each Lender to complete such identification; (g) nothing shall have occurred (nor shall the Administrative Agent or by any Lender become aware of any facts not previously known), which the Lenders shall determine is reasonably expected to have a Material Adverse Effect on the business, property, assets, liabilities, conditions (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, from that set forth in financial statements for the period ending December 31, 2021; (h) there shall exist no pending or, to the Knowledge of the Borrower, threatened (in writing) litigation, proceedings or investigations which (x) contest the consummation of the Credit Facilities or any part thereof or (y) would reasonably be expected to have a Material Adverse Effect; (i) the Administrative Agent and its counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein; (j) subject to Section 11.1(v) of this agreement and otherwise except as otherwise provided in the relevant Security Documents, all documents and instruments shall have been properly registered, recorded and filed in all places which, searches shall have been conducted in all jurisdictions which, and deliveries of all consents, approvals, directions, acknowledgements, undertakings and non-disturbance agreements contemplated herein, negotiable documents of title, ownership certificates and other documents and instruments to the Administrative Agent shall have received a certificatebeen made which, dated in the Closing Date opinion of the Administrative Agent’s counsel, acting reasonably, are required to make effective the Security created or intended to be created by the Obligors in favour of the Administrative Agent pursuant to the Security Documents and signed to ensure the perfection and the intended priority (subject to Permitted Liens) of such Security; (k) the Lenders shall have completed their legal, corporate, financial, technical, insurance and social and environmental due diligence review relating to the Mine Plan, the Mining Operations at the Camino Rojo Project and the Obligors and be satisfied that there are no Liens (other than Permitted Liens); (l) the Lenders shall be satisfied that all Mining Licenses (other than Mining Licenses associated with the Camino Rojo Layback Agreements) necessary for the current operations of the Camino Rojo Project as contemplated by a Financial Officer of the Mine Plan have been obtained by Camino Rojo; (m) the Borrower shall have paid to the Administrative Agent (on its own behalf and on behalf of Holdingseach other Lender), confirming compliance as of or the Closing Date with the condition precedent set forth in Section 7.01(ii) with the same effect as if each reference Borrower shall have made arrangements satisfactory to the date Lenders for payment of, all fees and expenses required to be paid before the effectiveness of a Credit Event therein were a reference to this Agreement and under the Closing Date.Fee Letters; and (fn) The Administrative Agent the Borrower shall have received (i) management’s financial projections for SSCC and paid, or the Subsidiaries through 2014, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of the Closing Date and including the material assumptions on which such projections were based, in each case in form and substance reasonably Borrower shall have made arrangements satisfactory to the Administrative AgentAgent for the payment of, and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as all reasonable invoiced fees of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted Administrative Agent’s professional advisors as required pursuant to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptionsSection 11.1(f). (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY 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 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.

Conditions Precedent to the Closing Date. This The amendment and restatement of the Existing Credit Agreement and the rights and obligations obligation of the parties each Lender to make Credit Extensions hereunder will shall become effective on the date (such date, the “Closing Date”) on which each of the following conditions has been satisfied (or waived in accordance with Section 13.12):precedent is satisfied: (a) The Administrative Agent shall have received from the following, each party hereto either (i) a counterpart of this Agreement signed on behalf of such party which shall be originals or (ii) evidence satisfactory in an electronic format acceptable to the Administrative Agent (which may include followed promptly by originals in the case of Notes) unless otherwise specified, each properly executed by a facsimile transmission) that such party has signed a counterpart Responsible Officer of this Agreement as provided in Section 13.10. (b) The Administrative Agent shall have received a favorable written opinion of the applicable Borrower, each of Winston & Xxxxxx LLP, U.S. counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, in each case (A) dated the Closing DateDate (or, (B) addressed in the case of certificates of governmental officials, a recent date prior to the Administrative Agent, the Security Agent Closing Date) and the Lenders, each in form and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinions. (c) All legal matters incident to this Agreement, the Borrowings and other extensions of credit hereunder and the other Loan Documents shall be substance reasonably satisfactory to the Administrative Agent and each of the Lenders.: (d) The Administrative Agent shall have received (i) executed counterparts of this Agreement; (ii) Notes executed by each Borrower in favor of each Lender requesting a copy Note; (iii) customary opinions requested by the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent; (iv) a certificate, signed by an Authorized Officer of the certificate or articles Company, certifying that (A) all representations and warranties of incorporation (or equivalent organizational documents), including all amendments thereto, of each of SSCC, SSCE the Borrowers contained in this Agreement and the other BorrowersCredit Documents are true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, certified in all respects) as of the Closing Date, both immediately before and after giving effect to the transactions contemplated hereby (except to the extent any such representation or warranty is expressly stated to have been made as of a recent date specific date, in which case such representation or warranty shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) as of such date), (B) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to the Secretary of State or other relevant Governmental Authority consummation of the jurisdiction of its organizationtransactions contemplated hereby, (C) no change, occurrence or development shall have occurred or become known to the Company since December 31, 2021 that would reasonably be expected to have a Material Adverse Effect, and a certificate as (D) all conditions precedent to the good standing Closing Date set forth in this Section 3.1 have been satisfied or waived as required hereunder; (or the equivalent thereof) of each of SSCC, SSCE and the other Borrowers as of a recent date from such Secretary of State or other Governmental Authority; (iiv) a certificate of the Secretary secretary or Assistant Secretary an assistant secretary of each of SSCC, SSCE and the other Borrowers dated the Closing Date and Borrower certifying (A) that attached thereto is a true and complete copy of the by-laws (articles or equivalent organizational documents) certificate of SSCC, SSCE incorporation or each other formation and all amendments thereto of such Borrower, certified as applicableof a recent date by the Secretary of State of its jurisdiction of organization, as in effect on and that the Closing Datesame has not been amended since the date of such certification, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board bylaws or operating agreement of Directors of SSCC, SSCE or each other Borrowersuch Borrowers, as applicable, authorizing then in effect and as in effect at all times from the Transactions, date on which the resolutions referred to in clause (C) below were adopted to and that including the date of such resolutions have not been modified, rescinded or amended and are in full force and effectcertificate, (C) that the certificate or articles of incorporation (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-clauses (i) and (ii) shall be in form and substance reasonably acceptable to the Administrative Agent); (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; (iv) a certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date and certifying that attached thereto is a true and complete copy of resolutions adopted by the Term Loan board of directors (or similar governing body) of such Borrower, authorizing the execution, delivery and performance of this Agreement and the other Credit Agreement Documents, and (including all exhibits, annexes and schedules theretoD) which shall contain terms that conform as to the Plan incumbency and genuineness of Reorganization the signature of each officer of such Borrower executing this Agreement or any of such other Credit Documents, and are otherwise attaching all such copies of the documents described above; (vi) the Financial Condition Certificate signed by an Authorized Officer of the Company confirming that, as of the Closing Date, after giving effect to the consummation of the transactions contemplated hereby each of the Borrowers and their respective Subsidiaries is solvent; and (vii) a certificate as of a recent date of the good standing of each Borrower under the laws of its jurisdiction of organization, from the Secretary of State of such jurisdiction. (b) All material governmental authorizations and third-party consents and approvals necessary in form connection with the consummation of any of the transactions contemplated hereby shall have been obtained and substance reasonably satisfactory shall remain in effect and shall not impose any restriction or condition materially adverse to the Administrative AgentAgent or the Lenders; all applicable waiting periods shall have expired without any action being taken or threatened by any Governmental Authority; and (v) such other documents as no law or regulation shall be applicable, or event shall have occurred, that seeks to enjoin, restrain, restrict, set aside or prohibit, or impose materially adverse conditions upon, the Administrative Agent may reasonably requestconsummation of any of the transactions contemplated hereby. (ec) There shall be no action, suit, proceeding or investigation (whether previously existing, newly instituted or threatened in writing) before, and no order, injunction or decree shall have been entered by, any court, arbitrator or other Governmental Authority, in each case seeking to enjoin, restrain, restrict, set aside or prohibit, to impose material conditions upon, or to obtain substantial damages in respect of, the consummation of any of the transactions contemplated hereby or, other than as may have been specifically disclosed in the Company’s annual report on Form 10-K for the fiscal year ending December 31, 2021, that has, or would reasonably be expected to have, a Material Adverse Effect. (d) The Administrative Agent shall have received copies of the financial statements referred to in Section 4.12. (e) Since December 31, 2021, both immediately before and after giving effect to the consummation of the transactions contemplated hereby, there shall not have occurred (i) a certificateMaterial Adverse Effect or (ii) any event, dated condition or state of facts that would reasonably be expected to have a Material Adverse Effect. (f) The Company shall have paid (i) to Xxxxx Fargo Securities, LLC and the Administrative Agent, the fees required under the Fee Letter to be paid on the Closing Date, in the amounts due and payable on the Closing Date as required by the terms thereof, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Fee Letter, and signed by a Financial Officer (iii) all other fees and reasonable expenses of the Arrangers, the Administrative Agent, the L/C Agent, the Fronting Bank and the Lenders required to be paid on behalf of Holdings, confirming compliance as of or prior to the Closing Date (including reasonable fees and expenses of counsel) in connection with this Agreement, the condition precedent other Credit Documents and the transactions contemplated hereby to the extent invoiced at least two Business Days prior to the Closing Date; provided, however, that nothing in the preceding sentence shall be deemed a waiver of the Company’s obligations set forth in Section 7.01(ii10.1. (g) with The Company shall have paid all accrued and unpaid fees and interest, if any, under the same effect Existing Credit Agreement as if each reference to the date of a Credit Event therein were a reference to the Closing Date. (fh) The Administrative Agent shall have received (i) management’s financial projections for SSCC and the Subsidiaries through 2014an Account Designation Letter, together with written instructions from an Authorized Officer of each Borrower, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year)wire transfer information, reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of the Closing Date and including the material assumptions on which such projections were based, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptions. (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY and JPMCB approving Holdings and the other Borrowers’ execution, delivery and performance of this Agreement, including directing the payment of fees, expenses, indemnities and other amounts contemplated hereby, and approving as an administrative expense claim against Holdings and the other Borrowers proceeds of the indemnification, cost reimbursement obligations and fee obligations accruing or payable in respect of periods or events occurring on or prior Loans 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 Arrangersmade hereunder. (i) On or The Administrative Agent and the Lenders shall have received from each Borrower all documentation and other information requested by the Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. At least five (5) day prior to the Closing Date, Holdings each Borrower shall have provided delivered to the Administrative Agent and directly to any Lender requesting the Co-Collateral Agents same, a Beneficial Ownership Certification in relation to it (i) or a certification that such Borrower qualifies for an appraisal express exclusion to the “legal entity customer” definition under the Beneficial Ownership Regulation). Without limiting the generality of the Inventory provisions of Section 9.4, for purposes of determining compliance with the conditions specified in this Section 3.1, 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 results of such appraisal and collateral examination Lender that has signed this Agreement shall be in form and substance reasonably deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless 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 notice from such Lender prior to the proposed 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 AgreementDate specifying its objection thereto.

Conditions Precedent to the Closing Date. This The effectiveness of this Agreement and the rights and obligations agreement of each Lender to make the parties hereunder will become effective Initial Term Loans requested to be made on the date Closing Date is subject to the satisfaction of, or waiver in accordance with Section 10.01, prior to or substantially concurrently with the making of such Initial Term Loans on which each the Closing Date of the following conditions has been satisfied precedent (or waived in accordance with unless characterized as post-closing obligations pursuant to Section 13.126.17 and set forth on Schedule 6.17): (a) The Administrative Agent’s receipt of executed counterparts of (i) this Agreement from the Borrower and (ii) the Guaranty from each Guarantor identified on Schedule 1.01(d), each of which shall be originals or telecopies or .pdf format files unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to each Lender. If requested by a Lender, the Administrative Agent shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf received, for the account of such party or (ii) evidence satisfactory to Lender, an executed copy of the Administrative Agent (which may include a facsimile transmission) appropriate Note for such Lender, in each case in the amount, maturity and as otherwise provided herein; provided that the original of any such party has signed a counterpart of this Agreement as provided in Section 13.10executed Note shall be delivered by the Borrower promptly after the Closing Date. (b) The Subject to Section 6.17, the Administrative Agent shall have received a favorable written opinion Agent’s receipt of each of Winston & Xxxxxx LLPthe agreements, U.S. counsel for the Loan Partiesdocuments, substantially to the effect instruments and other items set forth in Exhibit P-1on the closing checklist attached hereto as Schedule 4.01 (the “Closing Checklist”), Xxxxx X. Xxxx, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Security Agent and the Lenders, and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinions. (c) All legal matters incident to this Agreement, the Borrowings and other extensions of credit hereunder and the other Loan Documents which shall be reasonably satisfactory to the Administrative Agent and the Lenders. (d) The Administrative Agent shall have received (i) originals or telecopies or .pdf format files unless otherwise specified, each properly executed by a copy Responsible Officer of the certificate or articles of incorporation (or equivalent organizational documents)signing Loan Party, including all amendments thereto, of each of SSCC, SSCE and the other Borrowers, 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 of SSCC, SSCE and the other Borrowers 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 of SSCC, SSCE and the other Borrowers dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent organizational documents) any earlier date specified in the Closing Checklist or, in the case of SSCCcertificates of governmental officials and any resolutions of any board of directors or similar governing body of any Loan Party, SSCE or each other Borrower, as applicable, as in effect on a recent date before the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of SSCC, SSCE or each other Borrower, as applicable, authorizing the 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 (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-clauses (i) and (ii) shall be in form and substance reasonably acceptable to the Administrative Agent); (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; (iv) a certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date and certifying that attached thereto is a true and complete copy of the Term Loan Credit Agreement (including all exhibits, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agent. (c) All reasonable and documented out-of-pocket costs, fees and expenses required to be paid to the Agents, the Arrangers, the L/C Issuers and the Lenders (including, without limitation, the reasonable and documented out-of-pocket costs, fees and expenses of any counsel, financial advisor or consultant to the Agents, the L/C Issuers and the Lenders, but subject in all respects to the limitations on fees and expenses of counsel and other advisors set forth in Section 10.04(a)) on or before the Closing Date, to the extent invoiced at least one (1) calendar day prior to the Closing Date, shall have been paid, including, without limitation, fees payable on the Closing Date pursuant to Section 2.09; provided that such amounts may be funded with the proceeds of the Initial Term Loans requested to be made on the Closing Date. (d) At least two (2) days prior to the Closing Date (or such shorter period agreed to by any applicable requesting Lender), the Lenders shall have received all documentation and other information with respect to the Borrower and the Guarantors party to the Guaranty as of the Closing Date, to the extent required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (vTitle III of Pub. L. 107-56 (signed into law October 26, 2001)) such other documents as (the Administrative Agent may reasonably request“PATRIOT Act”) to the extent requested at least seven (7) Business Days prior to the Closing Date. (e) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of and on behalf of Holdings, confirming compliance as of the Closing Date with the condition precedent set forth in Section 7.01(ii) with the same effect as if each reference to the date of a Credit Event therein were a reference On or prior to the Closing Date, the Debtor Loan Parties shall have commenced the Borrower’s Case and the other Cases, and the Borrower and each Guarantor identified on Schedule 1.01(d) to be an initial Debtor shall be a debtor and a debtor-in-possession. All of the “first day orders” entered by the Bankruptcy Court on or about the time of commencement of the Cases (and, if any such orders shall not have been entered by the Bankruptcy Court, the form of such orders submitted to the Bankruptcy Court for approval) and all payments approved by the Bankruptcy Court in any such orders, including the Interim Financing Order or otherwise shall be in form and substance reasonably satisfactory to the Required Consenting Parties and the Required Lenders. (f) The Administrative Agent and the Required Lenders shall have received a signed copy of an order of the Bankruptcy Court, in form and substance satisfactory to the Required Consenting Parties and the Required Lenders (it being understood and agreed that an order in the form of Exhibit I shall, if entered by the Bankruptcy Court, be deemed satisfactory to the Required Consenting Parties and the Required Lenders) and such order shall have been entered not later than three (3) Business Days following the Petition Date (or such later date as the Required Lenders may agree in writing) (as the same may be amended, supplemented or modified from time to time after entry thereof in accordance with the terms thereof, the “Interim Financing Order”), which Interim Financing Order shall, among other things, (i) management’s financial projections for SSCC authorize the Initial Term Loans in the amounts and on the terms set forth herein, (ii) authorize the L/C Facility on the terms set forth herein (other than the Final Order Replacement Letters of Credit, which shall be authorized by the Final Financing Order), (iii) set forth certain intercreditor arrangements (the “Post-Petition Intercreditor Arrangements”) with respect to the Obligations and the Prepetition Obligations (unless waived by the Required Consenting Parties and the Required Lenders to be determined at the final hearing), and (iv) grant the DIP Superpriority Claims and other Liens on the assets of the Debtor Loan Parties referred to herein and in the other Loan Documents and which Interim Financing Order shall be in full force and effect and shall not have been amended, modified, stayed, vacated, terminated or reversed; provided that (x) if such Interim Financing Order is the subject of a pending appeal in any respect, none of such Interim Financing Order, the initial extensions of credit, or the performance by the Borrower of any of the Obligations shall be the subject of a presently effective stay pending appeal, (y) the Borrower, the Administrative Agent and the Lenders shall be entitled to rely in good faith upon such Interim Financing Order, notwithstanding objection thereto or appeal therefrom by any interested party and (z) the Borrower, the Administrative Agent and the Lenders shall be permitted and required to perform their respective obligations in compliance with this Agreement notwithstanding any such objection or appeal unless the relevant order has been stayed by a court of competent jurisdiction. The Debtors shall be in compliance in all respects with the Interim Financing Order. (g) No trustee or responsible officer or examiner (other than a fee examiner) having expanded powers (beyond those set forth under Sections 1106(a)(3) and (4) of the Bankruptcy Code) under section 1104 of the Bankruptcy Code shall have been appointed or elected, with respect to any of the Loan Parties, any of their Subsidiaries through 2014or their respective properties. (h) The Arrangers, including but not limited the Administrative Agent and the Lenders shall have received a cash flow forecast satisfactory to monthly projections the Required Consenting Parties and the Required Lenders depicting on a weekly basis receipts and disbursements, cash receipts, Cash balance and loan balance for 2010 the 13-week period ending after the Petition Date (including projected monthly borrowing base levels for such year), reflecting the Transactions and week in which the Plan of Reorganization as disclosed in the Disclosure Statement Petition Date occurred) dated as of the Petition Date and delivered to the Arrangers and Tranche B Advisors as the “Final Budget” as of such date (the “Initial Budget”) which shall be in form and substance satisfactory to the Required Consenting Parties and the Required Lenders, together with a good faith estimate of all borrowings of Loans to be made within the first week following the Closing Date. (i) There shall exist no unstayed action, suit, investigation, litigation or proceeding pending or (to the knowledge of the Borrower) threatened in any court or before any arbitrator or governmental instrumentality against any Loan Party or Subsidiary, except for (i) the Cases or the consequences that would normally result from the commencement, continuation and prosecution of the Cases, (ii) Disclosed Matters, (iii) any objections or pleadings that may have been filed in the Cases relating to authorization to enter into the Loan Documents and incur the Obligations and (iv) as would not reasonably be expected to have a Material Adverse Effect. (j) Subject to Section 6.17, the Security Documents and the Interim Financing Order, upon entry thereof, shall be effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal, valid, enforceable, perfected and unavoidable Liens on and security interests in the Collateral as set forth in Section 2.17; provided that, with respect to any Liens granted by any Non-Debtor Loan Party, such Liens shall only be required to be perfected on the Closing Date to the extent such Liens can be perfected by the filing of uniform commercial code financing statements in the central filing office of such Non-Debtor Loan Party’s jurisdiction of organization (it being understood and including agreed that, after the material assumptions on which Closing Date, such projections were basedNon-Debtor Loan Party shall be required to take any and all actions additionally required by Section 6.17(a)). The initial Loan Parties shall have delivered uniform commercial code financing statements, in each case suitable form for filing, and shall have made arrangements for the filing thereof that are reasonably acceptable to the Administrative Agent. For the avoidance of doubt, the Interim Financing Order shall deem any and all Liens granted by the Debtor Loan Parties to be perfected. (k) The Borrower shall have delivered to the Administrative Agent and Tranche B Advisors protocols and procedures regarding intercompany claims and Cash transfers in form and substance reasonably satisfactory to the Required Consenting Parties. (l) The Borrower DIP Facilities Blocked Account shall have been established and shall be subject to a blocked account control agreement in form and substance reasonably satisfactory to the Administrative Agent. (m) Since the Petition Date, there has been no event or circumstance that has had or would reasonably be expected to have a Material Adverse Effect. (n) On the Closing Date, all orders of the Bankruptcy Court (if any) providing for payment of Prepetition First Lien Obligations or Prepetition Second Lien Obligations of the Borrower or affecting in any way the Obligations or the Collateral submitted for entry in the Cases shall be in form and substance satisfactory to the Required Consenting Parties and the Required Lenders and, as entered, shall not deviate from the form thereof approved by the Required Consenting Parties and the Required Lenders in any respect which is adverse to the interests of the Lenders, the Prepetition First Lien Lenders or the Prepetition Second Lien Secured Parties, as applicable (in their respective capacities as such). (o) The Administrative Agent and the Lenders shall have received all documents and instruments (in form and substance reasonably satisfactory to the Administrative Agent, and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization Required Consenting Parties and the Transactions as if such transactions had occurred on such date, whichRequired Lenders) that the Required Consenting Parties or the Required Lenders have then reasonably requested, in each case, shall be prepared addition to those described above in good faith and based upon reasonable assumptionsthis Section 4.01. (gp) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY 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[Reserved]. (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 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. (kq) The Administrative Agent shall have received all Fees evidence satisfactory to the Tranche A Required Consenting Parties and the Required Tranche A Lenders that the requisite holders of Prepetition Second Lien Lenders and Prepetition Second Lien Noteholders have agreed to and approved the Post-Petition Intercreditor Arrangements and have instructed the Second Lien Collateral Trustee to enter into such amendments or modifications to any of the Prepetition Second Lien Documents (including any intercreditor agreement related thereto) as may be reasonably requested by the Tranche A Required Consenting Parties. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender and L/C Issuer that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other amounts due and payable on matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender or L/C Issuer unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received a written notice from such Lender or L/C Issuer, as the case may be, prior to the proposed Closing Date, including, Date specifying its objection thereto. In the event that any Required Consenting Party does not intend to the extent invoiced, payment or reimbursement provide its ratable share of all Fees and expenses (including the reasonable fees, charges and disbursements of counsel) required Initial Term Loans to be reimbursed or paid by Holdings or any funded on the Closing Date due to non-compliance with the conditions specified in this Section 4.01, it shall use commercially reasonable efforts to notify the Administrative Agent, which in turn shall promptly notify the Lenders and the Borrower hereunder or under any other Loan Document or in respect of the execution and delivery of this Agreementsuch circumstance.

Conditions Precedent to the Closing Date. This Agreement and the rights and The obligations of the parties Lenders to make the Loans hereunder will become effective on are subject to the date on which satisfaction (or waiver in accordance with Section 10.08) of each of the following conditions has been satisfied (on or waived in accordance with Section 13.12):prior to the Commitment Termination Date: (a) The Administrative Agent Effective Date shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart of this Agreement as provided in Section 13.10occurred. (b) The Administrative Agent shall have received a favorable written opinion copies of the Subsidiary Guarantee duly executed by each Subsidiary Guarantor (if any) required to do so in accordance with Article VIII, together with copies of Winston & Xxxxxx LLP, U.S. counsel for the Loan Parties, substantially other appropriate documents with respect to the effect such Subsidiary Guarantor corresponding to those set forth in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Security Agent and the Lenders, and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinionsSection 4.01(a)(ii)-(iv). (c) All legal matters incident (i) The Acquisition shall have been, or shall substantially concurrently with the Borrowing of the Loans be, consummated in accordance with terms of the Acquisition Agreement and (ii) since June 25, 2014, no provision of the Acquisition Agreement shall have been waived, amended, supplemented or otherwise modified, and no consent or request by the Borrower or any of its Subsidiaries shall have been provided thereunder, in each case which is materially adverse to this Agreement, the Borrowings and other extensions interests of credit hereunder and the other Loan Documents Lenders without the Arranger’s prior written consent (such consent not to be unreasonably withheld or delayed); provided that any increase or reduction of the purchase price for the Acquisition of less than 10% of such purchase price shall be reasonably satisfactory deemed not materially adverse to the Administrative Agent and interests of the Lenders. (d) The Administrative Agent Arranger shall have received (i) a copy audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the certificate or articles of incorporation (or equivalent organizational documents), including all amendments thereto, of each of SSCC, SSCE Borrower and its Subsidiaries for the other Borrowers, 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 last three full fiscal years ended at least 60 days prior to the good standing (or the equivalent thereof) of each of SSCC, SSCE and the other Borrowers 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 of SSCC, SSCE and the other Borrowers dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, as in effect on the Closing Date, (B) that attached thereto is a true and complete copy unaudited consolidated balance sheets and related statements of resolutions duly adopted income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for each subsequent fiscal quarter ended at least 40 days prior to the Closing Date, which shall have been reviewed by the Board independent accountants for the Borrower as provided in Statement of Directors Auditing Standards No. 100, in each case prepared in conformity with GAAP (it being understood that, with respect to such financial information for each such fiscal year and subsequent interim period, such condition shall be deemed satisfied through the filing by the Borrower of SSCC, SSCE its annual report on Form 10-K or each other Borrower, as applicable, authorizing the Transactions, and that quarterly report on Form 10-Q with respect to such resolutions have not been modified, rescinded fiscal year or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-clauses (iinterim period) and (ii) shall be in form solely if, and substance reasonably acceptable to the Administrative Agent); extent required by Rule 3-05 and Article 11 of Regulation S-X under the Securities Act of 1933, as amended (iiithe “Securities Act”) a certificate in connection with an offering of another officer as to securities under the incumbency Securities Act, (x) audited consolidated balance sheets and specimen signature related statements of income, stockholders’ equity and cash flows of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (iv) a certificate Acquired Business and unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Secretary Acquired Business, in each case prepared in conformity with IFRS or Assistant Secretary GAAP, as applicable and (y) pro forma financial statements, which in each case meet the requirements of Holdings dated Regulation S-X under the Closing Date Securities Act and certifying that attached thereto is a true all other accounting rules and complete copy regulations of the Term Loan Credit Agreement (including all exhibits, annexes and schedules thereto) which shall contain terms that conform SEC promulgated thereunder applicable to a Registration Statement under the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent may reasonably requestSecurities Act on Form S-1. (e) The Lenders, the Administrative Agent and the Arranger shall have received a certificate, dated all fees and expenses required to be paid and due under this Agreement or the other Loan Documents on or before the Closing Date and signed by a Financial Officer of and on behalf of Holdingsfor which invoices have been presented at least two Business Days prior to the Closing Date (including, confirming compliance without limitation, amounts then payable under the Fee Letter). (f) The Lenders shall have received (in each case dated as of the Closing Date Date) (i) such legal opinions from such counsel to the Borrower as may be reasonably required by the Administrative Agent, including as to certain corporate matters, an opinion of Xxxxxx X. Xxxxxxxx, Counsel of the Borrower (provided that the scope of such legal opinions shall be consistent with the condition precedent set forth in Section 7.01(iiSpecified Representations), (ii) with an officer’s certificate, signed by a Responsible Officer of the same effect as if each reference Borrower that (x) there has been no change to the date matters previously certified pursuant to Section 4.01(a)(ii)-(iv) (or otherwise providing updates to such certifications, including updated corporate organizational documents and good standing certificates) and (y) the conditions precedent contained herein have been satisfied as of the Closing Date, (iii) a Credit Event therein were a reference Solvency Certificate and (iv) at least five Business Days prior to the Closing Date, documentation and other information required with respect to the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and related compliance to the extent requested by any Lender through the Administrative Agent at least 10 Business Days prior to the Closing Date. (fg) The Administrative Agent shall have received (i) management’s financial projections for SSCC and the Subsidiaries through 2014, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of the Closing Date and including the material assumptions on which such projections were based, in each case in form and substance reasonably satisfactory to the Administrative Agent, There shall exist no Specified Default and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as each of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization Acquisition Agreement Representations and the Transactions as if such transactions had occurred on such date, whichSpecified Representations shall be true and correct in all material respects (without duplication of any materiality or “material adverse effect” qualifications set forth therein), in each case, at the time of, and after giving effect to, the Borrowing of the Loans on the Closing Date, except in the case of any Acquisition Agreement Representation or Specified Representation which expressly relates to a given date or period, in which case such representation and warranty shall be prepared true and correct in good faith and based upon reasonable assumptions. all material respects (gwithout duplication of any materiality or “material adverse effect” qualifications set forth therein) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY and JPMCB approving Holdings and as of such given date or period, as 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 Datecase may be. (h) The Plan of Reorganization Except as reflected set forth in Group Disclosure Letter (as defined in the Acquisition Agreement) delivered on June 25, 2014 (it being understood that the disclosure of any matter, information, item or other disclosure in any section of the Group Disclosure Statement Letter (whether or not an explicit cross-reference appears) shall be in form and substance reasonably acceptable deemed to be disclosure with respect to this condition (h) to the Lead Arrangersextent that it is reasonably apparent from the face of such disclosure that such matter, information, item or other disclosure in such section of the Group Disclosure Letter is relevant to this condition (h)), from December 31, 2013 through the date of the Acquisition Agreement, there shall not have been any change in the financial condition, business or results of operations of the Group (as defined in the Acquisition Agreement), taken as a whole, that has had an Acquired Business Material Adverse Effect. (i) On or prior to As of the Closing Date, Holdings since the date of the Acquisition Agreement, no Acquired Business Material Adverse Effect 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 results of such appraisal and collateral examination shall be in form and substance reasonably satisfactory to the Co-Collateral Agentsoccurred. (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.

Conditions Precedent to the Closing Date. This Agreement and the rights and The Lenders’ obligations of the parties hereunder will become effective on the date on which each to make Loans shall be subject to all of the following conditions has precedent having been satisfied (or waived in accordance with Section 13.12):9.02) on or prior to the Commitment Termination Date: (a) The Administrative Agent Effective Date shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart of this Agreement as provided in Section 13.10occurred. (b) The Administrative Agent Acquisition shall have received a favorable written opinion of each of Winston & Xxxxxx LLP, U.S. counsel for the Loan Partiesbeen (or, substantially contemporaneously with the Borrowing, will be) consummated pursuant to the Acquisition Agreement without giving effect set forth in Exhibit P-1to any modifications, Xxxxx X. Xxxxconsents, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, amendments or waivers thereto that in each case (A) dated the Closing Date, (B) addressed are materially adverse to the Administrative Agentinterests of the Lenders or the Arrangers, unless the Security Agent Arrangers shall have provided their written consent thereto (it being understood that any change in the purchase consideration of less than 5% in respect of the Acquisition will be deemed not to be materially adverse to the Lenders and the Lenders, and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinionsArrangers). (c) All legal matters incident Except (i) as disclosed in the Company SEC Reports filed on or after June 30, 2015 and prior to this Agreement, the Borrowings date of the Acquisition Agreement (including exhibits and other extensions information incorporated by reference therein, but excluding any amendment thereto made after the date of credit hereunder the Acquisition Agreement or any forward looking disclosures set forth in any “risk factors” section, any disclosures in any “forward looking statements” section and the any other Loan Documents shall be reasonably satisfactory disclosures included therein to the Administrative Agent extent they are predictive or forward-looking in nature); or (ii) as set forth in the Company Disclosure Letter (as defined in the Acquisition Agreement as of October 20, 2015 and provided to the LendersArrangers on such date), since June 30, 2015, there has not been any event, condition, circumstance, development, change or effect having, or that would reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect. (d) The Administrative Agent shall have received (except to the extent not required by the Administrative Agent) (i) a copy audited financial statements of the certificate or articles of incorporation (or equivalent organizational documents), including all amendments thereto, of Borrower for each of SSCC, SSCE and the other Borrowers, certified as of a its three most recent date by the Secretary of State or other relevant Governmental Authority of the jurisdiction of its organization, and a certificate as fiscal years ended at least 60 days prior to the good standing (or the equivalent thereof) of each of SSCC, SSCE and the other Borrowers as of a recent date from such Secretary of State or other Governmental AuthorityClosing Date; (ii) a certificate unaudited financial statements of the Secretary Borrower for any quarterly interim period or Assistant Secretary periods (other than the fourth fiscal quarter) ended after the date of each its most recent audited financial statements (and corresponding periods of SSCC, SSCE any prior year) and the other Borrowers dated more than 40 days prior to the Closing Date and certifying (Aiii) that attached thereto is a true audited and complete copy unaudited financial statements of the byAcquired Business (and any other recent, probable or pending acquisitions) and customary pro forma financial statements of the Borrower giving effect to the Transactions (and such other acquisitions), in each case as required by Rule 3-laws (or equivalent organizational documents) 05 and Article 11 of SSCCRegulation S-X under the Securities Act, SSCE or each other Borrower, as applicable, as in effect on regardless of when the Closing Date, (B) that attached thereto Borrower is a true and complete copy of resolutions duly adopted by the Board of Directors of SSCC, SSCE or each other Borrower, as applicable, authorizing the Transactionsrequired to file such financial statements, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles each of incorporation (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-clauses (i) and (ii) shall be in form and substance reasonably acceptable to the Administrative Agent); through (iii) a certificate meeting the requirements of another officer as to Regulation S‑X under the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (iv) a certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date and certifying that attached thereto is a true and complete copy of the Term Loan Credit Agreement (including all exhibits, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Securities Act. The Administrative Agent may reasonably requesthereby acknowledges that the Borrower’s public filing with the SEC under the Securities Exchange Act of 1934, as amended, of any required financial statements will satisfy the requirements of this paragraph. (e) The Administrative Agent shall have received a certificateAll costs, dated fees, expenses (including, without limitation, legal fees and expenses) to the extent invoiced at least two Business Days prior to the Closing Date and signed the fees contemplated by a Financial Officer of and the Fee Letters payable to the Arrangers, the Administrative Agent or the Lenders shall have been paid on behalf of Holdings, confirming compliance as of or prior to the Closing Date with the condition precedent set forth Date, in Section 7.01(ii) with the same effect as if each reference case, to the date of a Credit Event therein were a reference extent required by the Fee Letters or this Agreement to be paid on or prior to the Closing Date. (f) The Administrative Agent shall have received (i) management’s financial projections for SSCC and the Subsidiaries through 2014, including but not limited at least three Business Days prior to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of the Closing Date all documentation and other information regarding the Borrower and the Guarantors required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the material assumptions on which such projections were basedPatriot Act to the extent reasonably requested at least 10 Business Days prior to the Closing Date. (g) The Administrative Agent shall have received customary legal opinions from Xxxxx Day or other counsel reasonably acceptable to the Administrative Agent, in each case in customary form and substance reasonably satisfactory to the Administrative AgentAgent and the Borrower. (h) At the time of and upon giving effect to the borrowing and application of Loans on the Closing Date, (i) the Acquisition Representations and the Specified Representations shall be true and correct, in all (except to the extent already qualified by materiality or material adverse effect) material respects and (ii) an unaudited pro forma consolidated balance sheet there shall not exist any Default or Event of SSCC and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, whichDefault, in each case, shall be prepared in good faith and based upon reasonable assumptions. pursuant to Sections 7.01(a), 7.01(b), 7.01(d) (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable solely with respect SECURE_ENV:\81001700\8\71620.0110 to DBNY 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 Sections 5.03 (with respect of periods or events occurring on or prior to the Funding Date. Borrower’s existence) and 5.08 and Article VI (hother than Section 6.05)), 7.01(f), 7.01(g), 7.01(h), 7.01(i), 7.01(m) The Plan of Reorganization as reflected in the Disclosure Statement shall be in form and substance reasonably acceptable to the Lead Arrangers7.01(o). (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 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 (in each case dated as of the Closing Date) (i) an officer’s certificate from the Borrower that there has been no change to the matters previously certified pursuant to Sections 4.01(b), (c) and other amounts due (d) (or otherwise providing updates to such certifications) and payable on or prior to that the conditions precedent contained in Sections 4.02(b) and (h) have been satisfied as of the Closing Date, including, to and (ii) a Solvency Certificate from 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 chief financial officer of the execution and delivery Borrower substantially in the form of this AgreementExhibit B hereto. (j) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03. SECURE_ENV:\81001700\8\71620.0110

Conditions Precedent to the Closing Date. This Agreement The Initial Lenders and the rights and obligations Borrower shall issue a joint release instruction to the Escrow Agent upon the satisfaction of (or waiver by the parties hereunder will become effective on the date on which each of Initial Lenders in writing of) the following the conditions has been satisfied precedent, in form and substance satisfactory to Agent and Initial Lenders (or waived in accordance with Section 13.12the “Closing Date”): (a) The Administrative Agent shall have received from each party hereto either Loan Documents (i) a counterpart of including, but not limited to, this Agreement signed on behalf of and the Agent Fee Letter) duly executed by Borrower and the Guarantors required to sign such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart of this Agreement as provided in Section 13.10.Loan Document; (b) The Administrative Agent shall have received a favorable written opinion Current Financial Statements of each of Winston & Xxxxxx LLP, U.S. counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Security Agent and the Lenders, and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinions.Parent; (c) All legal matters incident to Evidence of the insurance coverage required by Section 6.8 of this Agreement, the Borrowings and other extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Administrative Agent and the Lenders.; (d) To the extent requested by any Initial Lender, a Note in the principal amount of the Term Loan in respect of such Initial Lender’s Pro Rata Percentage shall be provided by Borrower to such requesting Initial Lender; (e) Customary legal opinions of (x) Stroock & Stroock & Lxxxx LLP, in its capacity as special counsel to the Loan Parties and (y) local counsel opinions covering Loan Parties and jurisdictions as reasonably agreed by the Borrower and the Initial Lenders in each case, dated as of the Closing Date and addressed to the Agent and the Initial Lenders; (f) Delivery of an executed Notice of Borrowing, direction letter and Funds Flow Memorandum; (g) The Administrative Agent Closing Date shall have received not occur before April 1, 2022; (h) A duly executed officer’s certificate of each Loan Party containing the following documents: (i) a copy of the certificate or articles of incorporation (or equivalent organizational documents), including all amendments thereto, Organization Documents of each of SSCCLoan Party (which, SSCE and to the other Borrowersextent filed with a Governmental Authority, shall be 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 of SSCC, SSCE and the other Borrowers as of a recent date from such Secretary of State or other Governmental Authority; ), (ii) a certificate resolutions authorizing the Loan Documents and, in the case of Parent, the Warrants, the Warrant Agreement and the Registration Rights Agreement (including authorization of the Secretary or Assistant Secretary reservation and issuance of each of SSCC, SSCE and the other Borrowers dated the Closing Date and certifying (A) that attached thereto is a true and complete copy Parent’s common stock upon exercise of the by-laws (or equivalent organizational documents) of SSCCWarrants), SSCE or each other Borrower, as applicable, 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 SSCC, SSCE or each other Borrower, as applicable, authorizing the 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 (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-clauses (i) and (ii) shall be in form and substance reasonably acceptable to the Administrative Agent); (iii) a good standing certificate from (A) each Loan Party’s state of another officer as formation and (B) from any state where such party is, or is required to be, qualified to do business to the incumbency extent failure to so qualified could reasonably be expected to have a Material Adverse Effect and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (iv) a certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date incumbency and certifying that attached thereto is a true and complete copy of the Term Loan Credit Agreement (including all exhibits, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent may reasonably request.representative signatures; (e) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of and on behalf of Holdings, confirming compliance as of the Closing Date with the condition precedent set forth in Section 7.01(ii) with the same effect as if each reference to the date of a Credit Event therein were a reference to the Closing Date. (f) The Administrative Agent shall have received (i) management’s financial projections for SSCC All necessary consents of stockholders or members and the Subsidiaries through 2014, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of the Closing Date and including the material assumptions on which such projections were based, in each case in form and substance reasonably satisfactory other third parties with respect to the Administrative Agent, and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptions. (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY and JPMCB approving Holdings and the other Borrowers’ execution, delivery and performance of the Loan Documents by the Loan Parties and, in the case of Parent, the Warrants, the Warrant Agreement and the Registration Rights Agreement (including consent to the issuance of Parent’s common stock upon exercise of the Warrants); (j) [reserved]; (k) The execution and delivery by the Intermediation Facility Agent and the Loan Parties of an Intercreditor Agreement; (l) The execution and delivery by Parent of the Warrant Agreement and the Registration Rights Agreement and the issuance by Parent of the Warrants to the Initial Lenders or their Affiliates or Approved Funds; (m) A Solvency Certificate from the chief financial officer, chief executive officer, president or similar senior officer of Parent (after giving effect to the transactions contemplated by this Agreement, including the payment issuance by Parent of feesthe Warrants) certifying that the Loan Parties, expensesindividually and collectively, indemnities are not Insolvent; (n) The Mobile Refinery Acquisition shall have been consummated substantially simultaneously with the initial borrowings under the Facility in accordance with the Mobile Refinery Acquisition Agreement; (o) Since the date of the Mobile Refinery Acquisition Agreement, there shall not have occurred a Material Adverse Effect (as defined in the Mobile Refinery Acquisition Agreement); (p) Such documents, instruments and other amounts contemplated herebyagreements, including certificates evidencing Collateral consisting of Equity Interests, Uniform Commercial Code financing statements or amendments to Uniform Commercial Code financing statements, as the Initial Lenders shall reasonably request to evidence the perfection and approving as an administrative expense claim against Holdings priority of the security interests granted to Agent pursuant to Section 4; (q) Subject to Section 6.19, the Agent shall have received, subject to the Intercreditor Agreement, all documents, agreements and instruments required to create and perfect the Agent’s security interest in the Collateral. The Loan Parties shall have filed or shall have provided all UCC-1 financing statements and the other Borrowers Intellectual Property Security Agreement in form for filing by the indemnification, cost reimbursement obligations Required Lenders or their counsel and fee obligations accruing or payable in respect of periods or events occurring on or prior shall have delivered all certificated pledged equity and documented pledged debt (if any) with appropriate transfer powers and/or allonges by the Closing Date; (r) Borrower shall have paid all Lender Expenses and all fees due pursuant to the Funding Date.Agent Fee Letter or the Commitment Letter, as applicable; (hs) The Plan Borrower and each of Reorganization as reflected in the Disclosure Statement Guarantors shall be in form and substance reasonably acceptable to the Lead Arrangers. (i) On or have provided no less than 3 business days prior to the Closing Date, Holdings shall have provided Date the documentation and other information to the Administrative Lenders that are reasonably requested by the Lenders no later than 10 days prior to the Closing Date under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, IRS Form W-9 (if applicable) and other applicable tax forms; (t) Such other documents, and completion of such other matters, as Agent and the Co-Collateral Agents or Initial Lenders may reasonably deem necessary or appropriate; (u) Confirmation that (i) an appraisal the representations and warranties contained in Section 5 shall be true and correct on and as of the Inventory Closing Date (except for such representations and warranties made as of each Borrower a specific date, in which case such representations and their respective Subsidiaries from Great American Advisory & Valuation Serviceswarranties shall be true and correct as of such specific date), LLC after giving effect in all cases to any standard(s) of materiality contained in Article 5 as to such representations and warranties, and (ii) a collateral examination no Default or Event of Default shall have occurred and be continuing, or would exist after giving effect to the funding of the Accounts Term Loan. The making of the Term Loan shall be deemed to be a representation and Inventory and related assets and liabilities warranty by Borrower on the date of each Borrower and their respective Subsidiaries from JPMCB the Term Loan as to the accuracy of the facts referred to in this Section 3.1; and, in each case (v) Concurrently with the consummation of the Mobile Refinery Acquisition, the results Loan Parties (and/or any Intermediation Facility Agent) shall execute and deliver or confirm effectiveness of such appraisal the material supply and collateral examination offtake agreements with Macquarie Energy North America Trading Inc., Shell Trading (US) Company, Equilon Enterprises LLC d/b/a Shell Oil Products US, Shell Chemical LP, Synergy Supply & Trading LLC, and Idemitsu Apollo Renewable Corp. on substantially similar terms as the agreements provided to counsel to the Lenders on February 16, 2022, subject to (x) any amendments, modifications or adjustments to the terms thereof (other than economic terms) required by any Intermediation Facility Agent, the Loan Parties or the applicable counterparty to the intermediation arrangements to the extent not materially adverse to the Lenders and (y) any amendments, modifications or adjustments to the economic terms thereof required by any Intermediation Facility Agent, the Loan Parties or the applicable counterparty to the intermediation arrangements to the extent not adverse to the Lenders. For purposes of determining compliance with the conditions specified in this Section 3.1, each Initial Lender that has signed this Agreement shall be in form and substance reasonably deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless 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 notice from such Lender prior to the proposed 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 AgreementDate specifying its objection thereto.

Conditions Precedent to the Closing Date. This Agreement and the rights and The obligations of the parties hereunder will become effective Banks to make Term Loans on the date on which each of Closing Date are subject to the following additional conditions has been satisfied (or waived in accordance with Section 13.12):precedent: (a) The Administrative Agent Company shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory executed and delivered to the Administrative Agent for the account of each Bank that shall have requested the same at least three Business Days prior to the Closing Date in accordance with Section 2.05 a Note (which may include a facsimile transmission) that such party has signed a counterpart of this Agreement as provided in Section 13.10appropriately completed). (b) The Administrative Agent Acquisition shall have received a favorable written opinion of each of Winston & Xxxxxx LLP, U.S. counsel for the Loan Partiesbeen (or, substantially to contemporaneously with the effect set forth making of the Term Loans, shall be) consummated in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially to all material respects in accordance with the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3Acquisition Agreement, and Xxxxxxx XxXxxxxxno provision of the Acquisition Agreement as in effect on December 10, Nova Scotia counsel for 2023 shall have been amended or modified by the Loan PartiesCompany, substantially to and no condition therein shall have been waived or consent granted by the effect set forth in Exhibit P-4Company, in each case case, in any respect that is materially adverse to the Banks in their capacities as such without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase in the purchase price in the Acquisition Agreement shall not be deemed to be materially adverse to the interests of the Banks and shall not require the consent of the Administrative Agent if such purchase price increase (A) dated the Closing Date, does not exceed 10.0% in aggregate or (B) addressed is in the form of common stock of the Company, (ii) any decrease in the purchase price in the Acquisition Agreement shall, in and of itself, not be deemed to be materially adverse to the interests of the Banks and shall not require the consent of the Administrative Agent, but, to the Security Agent and the Lendersextent in cash, and subject to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall permanently reduce dollar-for-dollar the Term Loan Commitments, allocated to a reduction first of the 364-Day Tranche Commitments, and then to the 2-Year Tranche Commitments, (Ciii) covering such customary legal matters relating any changes to this the definition of Seller Material Adverse Effect (as defined in the Acquisition Agreement as in effect on December 10, 2023) will be deemed to be materially adverse to the Banks and shall require the consent of the Administrative Agent and (iv) any amendment or other modification to the provisions of the Acquisition Agreement that are expressly for the benefit of the Financing Sources (as defined therein) will be deemed to be materially adverse to the interest of the Banks and shall reasonably request and with such changes as are reasonably acceptable to require the consent of the Administrative Agent. SSCCThe Target Refinancing shall have been (or, SSCE and substantially contemporaneously with the other Borrowers hereby instruct their counsel to deliver such opinionsmaking of the Term Loans, shall be) consummated. (c) All legal matters incident Since December 10, 2023, there shall not have been any event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to this have a Seller Material Adverse Effect (as defined in the Acquisition Agreement, the Borrowings and other extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Administrative Agent and the Lenders). (d) The Administrative Agent shall have received (to the extent also provided to the lead arrangers under the Bridge Facility) (i) a copy (A) audited consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows of the certificate or articles Company as of incorporation (or equivalent organizational documents), including all amendments thereto, of and for each of SSCC, SSCE and the other Borrowers, 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 last three full fiscal years ended at least 60 days prior to the good standing (or the equivalent thereof) of each of SSCC, SSCE and the other Borrowers 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 of SSCC, SSCE and the other Borrowers dated the Closing Date and certifying (A) that attached thereto is a true unaudited consolidated balance sheets and complete copy related statements of operations, stockholders’ equity and cash flows of the by-laws Company as of and for each subsequent fiscal quarter (or equivalent organizational documentsother than any fourth fiscal quarter) ended at least 40 days prior to the Closing Date (and the corresponding period(s) of SSCCthe prior fiscal year) and (B) audited consolidated balance sheet and related statements of income, SSCE or each other Borrower, partners’ capital and cash flows of the Target as applicable, as in effect on of and for the last full fiscal year ended at least 90 days prior to the Closing Date, and unaudited consolidated balance sheets and related statements of income, partners’ capital and cash flows of the Target as of and for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 45 days prior to the Closing Date, in the case of each of clauses (A) and (B) that attached thereto is a true and complete copy ), prepared in accordance with United States generally accepted accounting principles (it being understood that, with respect to such financial information for each such fiscal period, such condition shall be deemed satisfied through the public filing of resolutions duly adopted financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Board of Directors of SSCC, SSCE or each other Borrower, as applicable, authorizing Company with the 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 (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-clauses (i) SEC); and (ii) pro forma financial statements of the Company giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositions, in each case under this clause (ii), solely to the extent required by Rule 3.05 and Article 11 of Regulation S-X (for purposes of this Section 7.02(d), “Regulation S-X”), and only to the extent the Company will be required to file such financial statements with the SEC, regardless of the timing of such filing, which pro forma financial statements shall be prepared in form all material respects in accordance with Regulation S-X and substance reasonably acceptable all other accounting rules and regulations of the SEC promulgated thereunder applicable to registration statements on Form S-3; provided that the Administrative Agent); Agent hereby agrees that if the Closing Date occurs during a period after the Administrative Agent shall have received the Company’s audited financial statements referred to in the foregoing clause (iiii)(A) a certificate of another officer as for its most recent completed fiscal year, but before the Administrative Agent shall have received the Target’s audited financial statements referred to in the incumbency and specimen signature of foregoing clause (i)(B) for its most recent completed fiscal year, the Secretary or Assistant Secretary executing pro forma financial statements referred to in the certificate pursuant to foregoing clause (ii) above; (ivx) a certificate may be prepared using the Company’s financial statements for its most recent competed fiscal year and the Target’s financial statements for the twelve month period ended September 30th of its most recent completed fiscal year and (y) need not be prepared in all material respects in accordance with Regulation S-X and all other accounting rules and regulations of the Secretary or Assistant Secretary of Holdings dated the Closing Date and certifying that attached thereto is a true and complete copy of the Term Loan Credit Agreement (including all exhibits, annexes and schedules thereto) which shall contain terms that conform SEC promulgated thereunder applicable to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent may reasonably requestregistration statements on Form S-3. (e) The Administrative Agent shall have received (i) a certificateBorrowing Request in accordance with Section 2.01(b), (ii) a Certificate or Certificates of the Secretary of State of the State of Delaware listing the Restated Certificate of Incorporation of the Company and each amendment, if any, thereto, together with the certificates of designation of preferences of preferred stock and the certificates of merger or ownership, on file in the office of such Secretary of State and that the Company is duly incorporated and in good standing in the State of Delaware and (iii) a signed certificate of the President or a Vice President and the Secretary or an Assistant Secretary of the Company, dated the Closing Date certifying, (A) that there has been no change to the matters previously certified pursuant to Section 7.01(b) (or otherwise providing updates to such certifications) and signed by a Financial Officer of (B) that the conditions precedent contained in Sections 7.02(b) and on behalf of Holdings, confirming compliance (h) have been satisfied as of the Closing Date with the condition precedent set forth in Section 7.01(ii) with the same effect as if (each reference to the date of a Credit Event therein were a reference to the Closing Date. (f) The Administrative Agent shall have received (i) management’s financial projections for SSCC and the Subsidiaries through 2014, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of the Closing Date and including the material assumptions on which such projections were based, in each case in form and substance reasonably satisfactory foregoing to the Administrative Agent, and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptions. (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY 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 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 that is customary for financings of this Agreementtype).

Conditions Precedent to the Closing Date. This The amendment and restatement of the Existing Credit Agreement and the rights and obligations obligation of the parties each Lender to make Credit Extensions hereunder will shall become effective on the date (such date, the “Closing Date”) on which each of the following conditions has been satisfied (or waived in accordance with Section 13.12):precedent is satisfied: (a) The Administrative Agent shall have received from the following, each party hereto either (i) a counterpart of this Agreement signed on behalf of such party which shall be originals or (ii) evidence satisfactory in an electronic format acceptable to the Administrative Agent (which may include followed promptly by originals in the case of Notes) unless otherwise specified, each properly executed by a facsimile transmission) that such party has signed a counterpart Responsible Officer of this Agreement as provided in Section 13.10. (b) The Administrative Agent shall have received a favorable written opinion of the applicable Borrower, each of Winston & Xxxxxx LLP, U.S. counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit X-0, Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, in each case (A) dated the Closing DateDate (or, (B) addressed in the case of certificates of governmental officials, a recent date prior to the Administrative Agent, the Security Agent Closing Date) and the Lenders, each in form and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinions. (c) All legal matters incident to this Agreement, the Borrowings and other extensions of credit hereunder and the other Loan Documents shall be substance reasonably satisfactory to the Administrative Agent and each of the Lenders.: (d) The Administrative Agent shall have received (i) a copy executed counterparts of the certificate or articles of incorporation (or equivalent organizational documents), including all amendments thereto, of each of SSCC, SSCE and the other Borrowers, 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 of SSCC, SSCE and the other Borrowers as of a recent date from such Secretary of State or other Governmental Authority; this Agreement; (ii) a certificate of the Secretary or Assistant Secretary Notes executed by each Borrower in favor of each of SSCC, SSCE and the other Borrowers dated the Closing Date and certifying Lender requesting a Note; (Aiii) that attached thereto is a true and complete copy of the by-laws (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted customary opinions requested by the Board of Directors of SSCC, SSCE or each other Borrower, as applicable, authorizing the 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 (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 this Agreement on behalf of SSCC, SSCE or each other Borrower, as applicable (and each of the foregoing in sub-clauses (i) and (ii) shall be in form and substance reasonably acceptable to the Administrative Agent); (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; (iv) a certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date and certifying that attached thereto is a true and complete copy of the Term Loan Credit Agreement (including , all exhibits, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent may reasonably request.; (eiv) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial an Authorized Officer of the Company, certifying that (A) all representations and on behalf warranties of Holdingsthe Borrowers contained in this Agreement and the other Credit Documents are true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, confirming compliance in all respects) as of the Closing Date with the condition precedent set forth in Section 7.01(ii) with the same Date, both immediately before and after giving effect as if each reference to the date transactions contemplated hereby (except to the extent any such representation or warranty is expressly stated to have been made as of a Credit specific date, in which case such representation or warranty shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) as of such date), (B) no Default or Event therein were a reference of Default has occurred and is continuing, both immediately before and after giving effect to the Closing Date. (f) The Administrative Agent shall have received (i) management’s financial projections for SSCC and the Subsidiaries through 2014, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as consummation of the Closing Date and including the material assumptions on which such projections were based, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (ii) an unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptions. (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY 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(C) no change, cost reimbursement obligations and fee obligations accruing occurrence or payable in respect of periods development shall have occurred or events occurring on or prior become known to the Funding Date. (h) The Plan of Reorganization as reflected in the Disclosure Statement shall Company since December 31, 2021 that would reasonably be in form and substance reasonably acceptable expected to the Lead Arrangers. (i) On or prior to the Closing Datehave a Material Adverse Effect, 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 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.