Common use of Conditions to the Effective Date Clause in Contracts

Conditions to the Effective Date. The following are conditions precedent to the occurrence of the Effective Date, each of which may be satisfied or waived in accordance with Section 7.3 of this Plan. (a) The Confirmation Order in form and substance reasonably acceptable to the Debtors, the Creditors Committee and the Monitor shall have been entered by the Bankruptcy Court; (b) The Confirmation Order shall be a Final Order, the Confirmation Date shall have occurred, and no request for revocation of the Confirmation Order under section 1144 of the Bankruptcy Code shall have been made, or, if made, shall remain pending; (c) The Sanction Order in form and substance reasonably acceptable to the Debtors and the Creditors Committee shall have been entered by the Canadian Court; (d) The operation and effect of the Sanction Order shall not have been stayed, reversed or amended; (e) The Reorganized Debtors shall have entered into the Exit Financing Facilities, all conditions precedent to the consummation thereof shall have been waived or satisfied in accordance with the terms thereof and, simultaneous with the Effective Date, the Exit Financing Facilities shall be in full force and effect; (f) The Reorganized Debtors shall have entered into a backstop agreement and the Rights Offering documents, if necessary, and all conditions precedent to the consummation thereof shall have been waived or satisfied in accordance with the terms thereof and, simultaneous with the Effective Date, the backstop agreement and the Rights Offering documents shall be in full force and effect; (g) The Exhibits, Supplements, schedules, documents, or agreements to be executed in connection with this Plan shall be in form and substance reasonably acceptable to the Debtors, and such documents (other than ministerial documents executed in connection with this Plan) are reasonably acceptable to the Creditors Committee and the Monitor; (h) All statutory fees then due and payable to the United States Trustee shall have been paid in full; and (i) all conditions precedent to the implementation of the CCAA Plan but for the implementation of the Plan shall have been satisfied or waived.

Conditions to the Effective Date. The following are conditions precedent It shall be a condition to the occurrence Effective Date of the Effective Date, each of which may be Plan that the following conditions shall have been satisfied or waived in accordance with Section 7.3 pursuant to the provisions of this Plan.Article X hereof: (a) The the Confirmation Order in form and substance reasonably acceptable satisfactory to the Debtors, the Creditors Committee and the Monitor Required Consenting Noteholders shall have been entered by the Bankruptcy Courtand shall have become a Final Order; (b) The Confirmation Order shall be a Final Order, the Confirmation Date shall have occurred, certificates of incorporation and no request for revocation by-laws of the Confirmation Order under section 1144 of Reorganized Debtors in form and substance satisfactory to the Bankruptcy Code Required Consenting Noteholders shall have been made, or, if made, shall remain pendingamended or created as provided in the Plan; (c) The Sanction Order the New Board shall have been appointed; (d) the Debtors shall have received all authorizations, consents, regulatory approvals, rulings or documents that are necessary to implement and effectuate the Plan; (e) the New ABL Agreement and the New Senior Secured Notes Indenture, including all ancillary documents, opinions of counsel and closing certificates, in form and substance reasonably acceptable satisfactory to the Debtors and the Creditors Committee Required Consenting Noteholders, shall have been entered by the Canadian Courtexecuted and delivered; (df) The operation and effect of the Sanction Order Debtors shall not have, or shall have been stayedreceived pursuant to the New ABL Facility, reversed or amended;the requisite funding to make any Distributions required under the Plan to be made in Cash; and (eg) The Reorganized Debtors shall have entered into the Exit Financing Facilities, all conditions precedent other Plan Documents in form and substance reasonably satisfactory to the consummation thereof Required Consenting Noteholders required to be executed and delivered on or prior to the Effective Date shall have been waived or satisfied executed and delivered, and, to the extent required, filed with the applicable governmental units in accordance with applicable laws, and shall be consistent in all respects with the Plan; and (h) all of the reasonable, actual and documented fees and expenses of the Required Consenting Noteholders, including, but not limited to, the fees and expenses of Dechert LLP, their legal counsel, and FTI Consulting, Inc., their financial advisors, in accordance with the terms thereof and, simultaneous with of the Effective Date, the Exit Financing Facilities shall be in full force existing fee arrangements between such advisors and effect; (f) The Reorganized Debtors shall have entered into a backstop agreement and the Rights Offering documents, if necessary, and all conditions precedent to the consummation thereof shall have been waived or satisfied in accordance with the terms thereof and, simultaneous with the Effective Date, the backstop agreement and the Rights Offering documents shall be in full force and effect; (g) The Exhibits, Supplements, schedules, documents, or agreements to be executed in connection with this Plan shall be in form and substance reasonably acceptable to the Debtors, and such documents (other than ministerial documents executed in connection with this Plan) are reasonably acceptable to the Creditors Committee and the Monitor; (h) All statutory fees then due and payable to the United States Trustee shall have been paid in full; and (i) all conditions precedent to the implementation of the CCAA Plan but for the implementation of the Plan shall have been satisfied or waived.

Conditions to the Effective Date. The This Agreement shall become effective, and the Effective Date shall occur, on the date on which the following are conditions precedent shall have been satisfied or waived by the Initial Arrangers: (a) The Administrative Agent or the Initial Arrangers, as applicable, shall have received the following, each of which shall be originals or telecopies or in an electronic format acceptable to the occurrence Administrative Agent unless otherwise specified, each properly executed by an Authorized Officer of the Borrower, each dated as of the Effective Date and in such number of copies as the Administrative Agent shall have reasonably requested (or, in the case of certificates of governmental officials, a recent date prior to the Effective Date) and each in a form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement; (ii) to the extent requested by any Lender in accordance with Section 2.4(d), a Note for such Lender, in each case duly completed in accordance with the provisions of Section 2.4(d) and executed by the Borrower; (iii) a certificate of the secretary or an assistant secretary of the Borrower certifying, as of the Effective Date, (i) that attached thereto is a true and complete copy of the certificate of incorporation and all amendments thereto of the Borrower, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws of the Borrower, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors of the Borrower, authorizing the execution, delivery and performance of the Credit Documents to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer of which may be satisfied or waived such Person executing such other Credit Documents; and attaching copies of all the documents referred to in accordance with Section 7.3 of this Plan.clauses (i), (ii) and (iii) above; (aiv) The Confirmation Order a certificate as of a recent date of the good standing of the Borrower as of the Effective Date, under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction; (v) the favorable opinions of (A) Shearman & Sterling, LLP, special counsel to the Borrower, (B) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrower, and (C) in-house counsel to the Borrower, in each case addressing such matters as the Initial Arrangers may reasonably request and in form and substance reasonably acceptable satisfactory to the DebtorsInitial Arrangers; and (vi) a certificate, signed by a Responsible Officer of the Creditors Committee Borrower, certifying that on and as of the Effective Date, (A) the representations and warranties contained in this Agreement and the Monitor other Credit Documents qualified as to materiality are true and correct and those not so qualified are true and correct in all material respects, both immediately before and immediately after giving effect to this Agreement (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct (if qualified as to materiality) or true and correct in all material respects (if not so qualified), in each case only on and as of such specific date) and (B) no Default or Event of Default shall have been entered by occurred and be continuing on the Bankruptcy Court;Effective Date, both immediately before and immediately after giving effect to this Agreement and the transactions contemplated hereby. (b) The Confirmation Order Borrower shall be a Final Orderhave received all required governmental, shareholder, board of directors (or similar governing body or duly appointed committee) and third party consents and approvals necessary in connection with the effectiveness of this Agreement, the Confirmation Date shall have occurredtransactions contemplated hereby, and no request for revocation the performance of the Confirmation Order under section 1144 of the Bankruptcy Code shall have been madeBorrower’s obligations hereunder, or, if made, shall remain pending; (c) The Sanction Order in form which consents and substance reasonably acceptable to the Debtors and the Creditors Committee shall have been entered by the Canadian Court; (d) The operation and effect of the Sanction Order shall not have been stayed, reversed or amended; (e) The Reorganized Debtors shall have entered into the Exit Financing Facilities, all conditions precedent to the consummation thereof shall have been waived or satisfied in accordance with the terms thereof and, simultaneous with the Effective Date, the Exit Financing Facilities approvals shall be in full force and effect;. (c) The Borrower shall have paid (i) to the Initial Arrangers, the fees required under the Fee Letters to be paid thereto on the Effective Date, in the amounts due and payable on the Effective Date as required by the terms thereof, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the ▇▇▇▇▇ Fargo Fee Letter to be paid thereto on the Effective Date, in the amounts due and payable on the Effective Date as required by the terms thereof, and (iii) to the extent invoiced to the Borrower at least two Business Days prior to the Effective Date, all other reasonable and documented out-of-pocket expenses of the Initial Arrangers, the Administrative Agent and the Lenders required (to the extent otherwise agreed to by the Borrower in writing) to be paid on or prior to the Effective Date (including reasonable and documented out-of-pocket fees and expenses of counsel) in connection with this Agreement and the other Credit Documents. (d) The Administrative Agent and the Lenders shall have received the Ineligible Assignees Letter Agreement, duly executed by the Borrower. (e) The Administrative Agent and the Lenders shall have received from the Borrower all documentation and other information requested by the Administrative Agent or any Lender at least 10 Business Days prior to the Effective Date that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. (f) The Reorganized Debtors Borrower shall have entered into a backstop agreement and delivered to the Rights Offering documents, if necessaryAdministrative Agent, and all conditions precedent directly to any Lender requesting the consummation thereof shall have been waived same, a Beneficial Ownership Certification in relation to it (or satisfied a certification that such Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations), in accordance with the terms thereof and, simultaneous with each case at least 10 Business Days prior to the Effective Date. Without limiting the generality of the provisions of the last paragraph of Section 10.5, for purposes of determining compliance with the backstop agreement conditions specified in this Section 3.1, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 3.1 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent and the Rights Offering documents Borrower shall be in full force and effect; (g) The Exhibits, Supplements, schedules, documents, or agreements to be executed in connection with this Plan shall be in form and substance reasonably acceptable have received written notice from such Lender prior to the Debtors, and such documents (other than ministerial documents executed in connection with this Plan) are reasonably acceptable to the Creditors Committee and the Monitor; (h) All statutory fees then due and payable to the United States Trustee shall have been paid in full; and (i) all conditions precedent to the implementation of the CCAA Plan but for the implementation of the Plan shall have been satisfied or waivedproposed Effective Date specifying its objection thereto.

Conditions to the Effective Date. The following are conditions precedent It shall be a condition to the occurrence Effective Date of the Effective Date, each of which may be Plan that the following conditions shall have been satisfied or waived in accordance with Section 7.3 pursuant to the provisions of this Plan.Article X hereof: (a) The the Confirmation Order in form and substance reasonably acceptable to the Debtors, the Creditors Committee and the Monitor shall have been entered by the Bankruptcy Courtentered; (b) The the Confirmation Order shall be have become a Final Order, the Confirmation Date shall have occurred, and no request for revocation of the Confirmation Order under section 1144 of the Bankruptcy Code shall have been made, or, if made, shall remain pending; (c) The Sanction Order in form the certificates of incorporation and substance reasonably acceptable to the Debtors and the Creditors Committee shall have been entered by the Canadian Court; (d) The operation and effect by-laws of the Sanction Order shall not have been stayed, reversed or amended; (e) The Reorganized Debtors shall have entered into been amended or created as provided in the Exit Financing FacilitiesPlan, all conditions precedent to the consummation thereof shall have been waived or satisfied in accordance with the terms thereof and, simultaneous with the Effective Date, the Exit Financing Facilities shall be in full force and effect; (f) The Reorganized Debtors shall have entered into a backstop agreement and the Rights Offering documents, if necessary, and all conditions precedent to the consummation thereof shall have been waived or satisfied in accordance with the terms thereof and, simultaneous with the Effective Date, the backstop agreement and the Rights Offering documents shall be in full force and effect; (g) The Exhibits, Supplements, schedules, documents, or agreements to be executed in connection with this Plan which shall be in form and substance reasonably acceptable satisfactory to the Debtors, the Senior Secured Credit Facility Agent and such the Required Lenders; (d) the New Board shall have been appointed; (e) the Debtors shall have received all authorizations, consents, regulatory approvals, rulings or documents that are necessary to implement and effectuate the Plan; (other than ministerial documents executed f) the New Senior Secured Credit Facility Agreement, which shall be in connection with this Plan) are form and substance reasonably acceptable satisfactory to the Creditors Committee Debtors, the Senior Secured Credit Facility Agent and the MonitorRequired Lenders, including all ancillary documents, opinions of counsel and closing certificates, shall have been executed and delivered; (g) the Senior Secured Term Loan Payment shall (i) be at least $20 million and (ii) be in an amount sufficient to pay all interest and expenses arising under the Senior Secured Credit Facility and to reduce the principal amount of the Senior Secured Term Loan to an amount no greater than $142,000,000; (h) All statutory fees then due and payable the Debtors shall have, or shall have received pursuant to the United States Trustee shall have been paid New Senior Secured Credit Facility, the requisite funding to make any Distributions required under the Plan to be made in fullCash; and (i) all conditions precedent other Plan Documents required to be executed and delivered on or prior to the implementation of the CCAA Plan but for the implementation of the Plan Effective Date shall have been satisfied or waivedexecuted and delivered, and, to the extent required, filed with the applicable governmental units in accordance with applicable laws, and shall be consistent in all respects with the Plan.