Common use of Conditions in Favour of the Subscriber Clause in Contracts

Conditions in Favour of the Subscriber. The obligation of the Subscriber to complete the purchase of the Subscription Receipts on the Closing Date is subject to the following conditions being satisfied in full, which conditions are for the exclusive benefit of the Subscriber, any of which may be waived, in whole or in part, by the Subscriber, in its sole and absolute discretion: (i) The Corporation will have taken all requisite actions, including the passing of all requisite resolutions of the directors of the Corporation, and have made and/or obtained all necessary filings, approvals, orders, rulings and consents of all relevant securities regulatory authorities and other Governmental Entities required in connection with the issuance and delivery of the Subscription Receipts and the purchase of Subscription Receipts by the Subscriber as contemplated by this Subscription Agreement and the Subscription Receipt Indenture. (ii) The Subscriber will have received, with respect to such matters as it may reasonably request, a legal opinion dated as of the Closing Date from Canadian counsel to the Corporation, acceptable in form and substance to the Subscriber’s counsel, acting reasonably, as to matters of Ontario law and the federal laws of Canada. (iii) The Corporation or one of its affiliates, as applicable, will have entered into each of the Transaction Agreements to be entered into on or prior to the Closing Date (excluding for clarity the Second Supplemental Indenture) in the form of each such document as provided to the Subscriber, which agreements will remain in full force and effect, unamended, as at the Closing Time (except for amendments, waivers and other modifications that are not materially adverse to the Subscriber or amendments that are made with the prior written consent of the Subscriber, in its sole and absolute discretion), and provided that, for greater certainty, the Corporation shall not require the consent of the Subscriber in connection with amendments, waivers and other modifications to the Purchase Agreement relating to: (A) any divestiture of assets, properties, or businesses, or behavioural commitments relating to any businesses, that are agreed to between the Corporation and the Commissioner of Competition in order to obtain Competition Act Approval (as defined in the Purchase Agreement); (B) any other amendment or modification which is required as a result of an order by the Competition Tribunal or any other regulatory body; and (C) any extension of the Outside Date (as defined in the Purchase Agreement). (iv) The Subscriber will have received at the Closing Time a certificate or certificates dated the Closing Date and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer of the Corporation or such other officers of the Corporation acceptable to the Subscriber, acting reasonably, in form and content satisfactory to the Subscriber, acting reasonably, addressed to the Subscriber certifying for and on behalf of the Corporation after having made due enquiry, with respect to the following matters: (A) its constating documents; (B) the resolutions of its board of directors relevant to the approval of the issue and sale of the Subscription Receipts and the Additional Notes and the authorization of this Subscription Agreement and the other Transaction Agreements and transactions contemplated herein and therein; and (C) the incumbency and signatures of its authorized signing officers. (v) The Subscriber will have received at the Closing Time a certificate or certificates dated the Closing Date and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer of the Corporation or such other officers of the Corporation acceptable to the Subscriber, acting reasonably, in form and content satisfactory to the Subscriber, acting reasonably, addressed to the Subscriber certifying for and on behalf of the Corporation after having made due enquiry that: (A) no order, ruling or determination, or change in Law, having the effect of preventing, restricting, suspending the sale or distribution of the Subscription Receipts or the Additional Notes or suspending or ceasing the trading of any securities of the Corporation has been issued by any Governmental Entity and is continuing in effect and no inquiry (whether formal or informal) or other proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any of the Securities Laws or by any Governmental Entity; (B) the Corporation has duly performed or complied, in all material respects, with all terms, conditions and covenants of this Subscription Agreement on its part to be complied with or to be satisfied by it up to the Closing Date; and (C) the representations and warranties of the Corporation contained in this Subscription Agreement are true and correct in all material respects as of the Closing Date with the same force and effect as if made at and as of the Closing Date, except for such representations and warranties which are stated to be qualified as to materiality, in which case such representations and warranties will be true and correct in all respects as of the Closing Date; and all such matters will in fact be true and correct as at the Closing Date.

Conditions in Favour of the Subscriber. The obligation of the Subscriber to complete the purchase exchange of the Subscription Receipts on the Closing Date for Additional Notes is subject to the following conditions being satisfied in full, which conditions are for the exclusive benefit of the Subscriber, any of which may be waived, in whole or in part, by the Subscriber, in its sole and absolute discretion: (i) The Corporation will have taken all requisite actions, including the passing of all requisite resolutions of the directors of the Corporation, and have made and/or obtained all necessary filings, approvals, orders, rulings and consents of all relevant securities regulatory authorities and other Governmental Entities required in connection with the issuance and delivery of the Subscription Receipts Additional Notes and the purchase of Subscription Receipts Additional Notes by the Subscriber as contemplated by this Subscription Agreement and the Subscription Receipt Indenture. (ii) The Subscriber will have received, with respect to such matters as it may reasonably request, a legal opinion dated as of the Closing Date from Canadian counsel to the Corporation, acceptable in form and substance to the Subscriber’s counsel, acting reasonably, as to matters of Ontario law and the federal laws of Canadalaw. (iii) The Corporation or one of its affiliates, as applicable, will have entered into each of the Transaction Agreements to be entered into on or prior to the Closing Date (excluding for clarity the Second Supplemental Indenture) Indenture in the form of each such document as provided to the Subscriber, which agreements agreement will remain in full force and effect, unamended, as at the Closing Time Release Date (except for amendments, waivers and other modifications that are not materially adverse to the Subscriber or amendments that are made with the prior written consent of the Subscriber, in its sole and absolute discretion), and provided that, for greater certainty, the Corporation shall not require the consent of the Subscriber in connection with amendments, waivers and other modifications to the Purchase Agreement relating to: (A) any divestiture of assets, properties, or businesses, or behavioural commitments relating to any businesses, that are agreed to between the Corporation and the Commissioner of Competition in order to obtain Competition Act Approval (as defined in the Purchase Agreement); (B) any other amendment or modification which is required as a result of an order by the Competition Tribunal or any other regulatory body; and (C) any extension of the Outside Date (as defined in the Purchase Agreement). (iv) The Subscriber Equity Financing will have received at been completed and the Closing Time Equity Financing Amount will have been, or will concurrently with the exchange of Subscription Receipts for Additional Notes be, released to Parent to be used to fund a certificate or certificates dated the Closing Date and signed on behalf portion of the Corporation by purchase price for the Chief Executive Officer Acquisition and the Chief Financial Officer of the Corporation or such other officers of the Corporation acceptable to the Subscriberfees, acting reasonably, in form costs and content satisfactory to the Subscriber, acting reasonably, addressed to the Subscriber certifying for and on behalf of the Corporation after having made due enquiry, with respect to the following matters: (A) its constating documents; (B) the resolutions of its board of directors relevant to the approval of the issue and sale of the Subscription Receipts and the Additional Notes and the authorization of this Subscription Agreement and the other Transaction Agreements and transactions contemplated herein and therein; and (C) the incumbency and signatures of its authorized signing officersexpenses associated therewtih. (v) The Subscriber will have received at the Closing Time a certificate or certificates dated the Closing Date and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer of the Corporation or such other officers of the Corporation acceptable to the Subscriber, acting reasonably, in form and content satisfactory to the Subscriber, acting reasonably, addressed to the Subscriber certifying for and on behalf of the Corporation after having made due enquiry that: (A) no order, ruling or determination, or change in Law, having the effect of preventing, restricting, suspending the sale or distribution of the Subscription Receipts or the Additional Notes or suspending or ceasing the trading of any securities of the Corporation has been issued by any Governmental Entity and is continuing in effect and no inquiry (whether formal or informal) or other proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any of the Securities Laws or by any Governmental Entity; (B) the Corporation has duly performed or complied, in all material respects, with all terms, conditions and covenants of this Subscription Agreement on its part to be complied with or to be satisfied by it up to the Closing Date; and (C) the representations and warranties of the Corporation contained in this Subscription Agreement are true and correct in all material respects as of the Closing Date with the same force and effect as if made at and as of the Closing Date, except for such representations and warranties which are stated to be qualified as to materiality, in which case such representations and warranties will be true and correct in all respects as of the Closing Date; and all such matters will in fact be true and correct as at the Closing Date.