Common use of Conditions Precedent to Funding Clause in Contracts

Conditions Precedent to Funding. The issuance of the Notes shall be subject to the following conditions precedent, all of which shall be for the benefit of the Purchasers and shall be satisfied prior to the purchase of the Notes (or, at the option of the Purchasers, on the basis of a post-closing undertaking acceptable to the Purchasers), in each case in form and substance satisfactory to the Purchasers: (a) execution and delivery by the Issuers and the Guarantors of this Agreement, the Notes and all such other documents as the Purchasers reasonably require, including without limitation a side-letter with respect to potential proceedings under the CCAA or comparable legislation; (b) delivery of all Existing Security and an officer’s certificate confirming its completeness and accuracy and execution and delivery by all necessary parties thereto (and satisfaction with the terms thereof) of the credit confirmation required to be delivered under the terms of the existing collateral agency agreement (and upon such delivery, the Existing Security and the Quebec Security as defined below shall collectively be the “Security”); (c) delivery of all new security documentation required by the Purchasers in the Province of Quebec to create and perfect the Liens on the Collateral (the “Quebec Security”); (d) registration of the TEN shares in the name of Collateral Agent; (i) completion of all necessary lien and other searches, together with all registrations, filings and recordings wherever the Purchasers deem appropriate in connection with the requirements in clause (b), and (ii) satisfaction that there are no mortgages, pledges, charges, security interests, liens or other liens ranking ahead of any security held by the Purchasers, except (A) as provided for herein, (B) as arising by operation of law in the ordinary course of business without any contractual grant of security or (C) as have been previously disclosed in lien searches delivered to the Purchasers’ counsel by Osler, Hxxxxx & Harcourt LLP (collectively, “Permitted Liens”); (f) satisfaction with (i) the total amount of all outstanding obligations owing under the Existing Facility (including without limitation all professional fees) and all related hedging obligations, (ii) the payout arrangements and related documentation for the Existing Facility and all related hedging obligations and (iii) the releases given by the lenders under the Existing Facility and related hedge providers and (iv) the costs associated with all letters of credit that are to remain outstanding in connection with the Existing Facility; (g) satisfaction that each of the Issuers and Guarantors has complied with and is continuing to comply in all material respects with all applicable laws, regulations and policies and the requirements of applicable regulators in relation to its activities, to the extent that the failure to comply would have a material adverse effect on the business of any Issuer or Guarantor; (h) execution and delivery of closing certificates by each Issuer and Guarantor, together with all customary attachments thereto including without limitation board resolutions, governing documents and evidence of incumbency; (i) delivery of all necessary legal opinions from relevant counsel to the Issuers and the Guarantors, including without limitation opinions confirming that the obligations under the Notes are secured by the Existing Security; (j) the closing of the CIT Facility, and satisfaction with the terms of and all documentation for (A) the CIT Facility and (B) all intercreditor terms governing the priorities and other matters between the Notes and the CIT Facility (the “Intercreditor Terms”); (k) satisfaction with (i) a 4 week cash flow for the Issuers and their affiliates for the period from April 20, 2009 to May 15, 2009 and (ii) a 3 month cash flow forecast for the Issuers and their affiliates ((i) and (ii) collectively, the “Funding Forecast”); (l) satisfaction that, after giving effect to the purchase of Notes and the closing of the CIT Facility, the Issuers and the Guarantors shall have sufficient liquidity to fund their operations in accordance with the Funding Forecast; (m) execution and delivery of amendments to the confidentiality, non-disclosure and non-use agreements entered into between inter alia, CMI and the Purchasers and the Purchasers’ financial and legal advisors, in each case to remove any restrictions on such parties from contacting any other parties involved in the Restructuring Transactions (provided that such parties report to and keep the Issuers apprised forthwith as to the substance and nature of any material contact), which amendments shall be in form and substance satisfactory to the Purchasers; (n) certification by the Issuers and Guarantors that: (i) all representations and warranties contained in this Agreement remain true and correct as of the Closing Date and that no Default or Event of Default has occurred and is continuing or would result from the purchase of Notes contemplated hereby; and (ii) all representations and warranties contained in the Existing Security remain true and correct in all material respects as of the Closing Date (unless specifically given with reference to an earlier date, in which case such representations and warrants shall be true and correct as of such earlier date); and (o) all of the expenses of each of the Collateral Agent, the Purchasers and the Ad Hoc Committee previously incurred in connection with the Notes and the restructuring transactions, including, without limitation, legal fees of counsel to the Collateral Agent, the Purchasers and the Ad Hoc Committee shall have been paid in full.

Conditions Precedent to Funding. The issuance Lender’s obligation to fund any installment of the Notes shall be Loan on the Funding Date therefor is subject to the satisfaction of the following conditions precedent, all of which shall be for precedent and the benefit Lender’s receipt on or before the Funding Date of the Purchasers and shall be satisfied prior to the purchase of the Notes (orfollowing, at the option of the Purchasers, on the basis of a post-closing undertaking acceptable to the Purchasers), in each case in form and substance reasonably satisfactory to the PurchasersLender: (a) execution and delivery by the Issuers and the Guarantors an executed copy of this Agreement, the Notes and all such other documents as the Purchasers reasonably require, including without limitation a side-letter with respect to potential proceedings under the CCAA or comparable legislation; (b) delivery of all Existing Security and an officer’s certificate confirming its completeness and accuracy and execution and delivery by all necessary parties thereto (and satisfaction with the terms thereof) executed copy of the credit confirmation required to be delivered under the terms of the existing collateral agency agreement (Security Agreement and upon such delivery, the Existing Security and the Quebec Security as defined below shall collectively be the “Security”)Subordination Acknowledgment; (c) delivery of evidence that all new security documentation required payments due by Borrower during June 2017 and on or before that Funding Date with respect to the Purchasers Designated Leases have been paid in the Province of Quebec to create and perfect the Liens on the Collateral (the “Quebec Security”)full; (d) registration a certificate of Borrower’s secretary, dated the Funding Date, certifying attached copies of the TEN shares in resolutions of Borrower’s board of managers evidencing approval of the name transactions contemplated by this Agreement, and showing the names and copies of Collateral Agentthe specimen signature(s) of Borrower’s officer(s) authorized to sign this Agreement and the related documents to which it is (or is to become) a party; (ie) completion an Officer’s Certificate certifying: (x) Borrower’s representations and warranties in Section 4 of all necessary lien this Agreement are true and other searchesaccurate as though made on the Funding Date, together with all registrations, filings and recordings wherever (y) no Event of Default exists or will result from the Purchasers deem appropriate in connection with the requirements in clause (b), Loan and (iiz) satisfaction that there are no mortgages, pledges, charges, security interests, liens “Event of Default” or other liens ranking ahead of similar event exists under any security held by the Purchasers, except (A) as provided for herein, (B) as arising by operation of law in the ordinary course of business without any contractual grant of security or (C) as have been previously disclosed in lien searches delivered to the Purchasers’ counsel by Osler, Hxxxxx & Harcourt LLP (collectively, “Permitted Liens”);Other EDC Transaction, (f) satisfaction with (i) the total amount of all outstanding obligations owing under the Existing Facility (including without limitation all professional fees) and all related hedging obligationsnecessary consents, (ii) the payout arrangements and related documentation for the Existing Facility and all related hedging obligations and (iii) the releases given by the lenders under the Existing Facility and related hedge providers and (iv) the costs associated with all letters of credit that are to remain outstanding approvals, licenses, permits, declarations, or registrations then required in connection with Borrower’s execution, delivery, and performance of this Agreement and the Existing Facility;transactions contemplated hereby shall have been obtained; and (g) satisfaction that each of the Issuers such additional opinion(s) and Guarantors has complied with and is continuing to comply in all material respects with all applicable laws, regulations and policies and the requirements of applicable regulators in relation to its activities, to the extent that the failure to comply would have a material adverse effect on the business of any Issuer or Guarantor; (h) execution and delivery of closing certificates by each Issuer and Guarantor, together with all customary attachments thereto including without limitation board resolutions, governing documents and evidence of incumbency; (i) delivery of all necessary legal opinions from relevant counsel to the Issuers and the Guarantors, including without limitation opinions confirming that the obligations under the Notes are secured by the Existing Security; (jdocument(s) the closing of the CIT Facility, and satisfaction with the terms of and all documentation for (A) the CIT Facility and (B) all intercreditor terms governing the priorities and other matters between the Notes and the CIT Facility (the “Intercreditor Terms”); (k) satisfaction with (i) a 4 week cash flow for the Issuers and their affiliates for the period from April 20, 2009 to May 15, 2009 and (ii) a 3 month cash flow forecast for the Issuers and their affiliates ((i) and (ii) collectively, the “Funding Forecast”); (l) satisfaction that, after giving effect to the purchase of Notes and the closing of the CIT Facility, the Issuers and the Guarantors shall have sufficient liquidity to fund their operations in accordance with the Funding Forecast; (m) execution and delivery of amendments to the confidentiality, non-disclosure and non-use agreements entered into between inter alia, CMI and the Purchasers and the Purchasers’ financial and legal advisors, in each case to remove any restrictions on such parties from contacting any other parties involved in the Restructuring Transactions (provided that such parties report to and keep the Issuers apprised forthwith as to the substance and nature of any material contact), which amendments shall be in form and substance satisfactory to the Purchasers; (n) certification by the Issuers and Guarantors that: (i) all representations and warranties contained in this Agreement remain true and correct as of the Closing Date and that no Default or Event of Default has occurred and is continuing or would result from the purchase of Notes contemplated hereby; and (ii) all representations and warranties contained in the Existing Security remain true and correct in all material respects as of the Closing Date (unless specifically given with reference to an earlier date, in which case such representations and warrants shall be true and correct as of such earlier date); and (o) all of the expenses of each of the Collateral Agent, the Purchasers and the Ad Hoc Committee previously incurred in connection with the Notes and the restructuring transactions, including, without limitation, legal fees of counsel to the Collateral Agent, the Purchasers and the Ad Hoc Committee shall have been paid in fullLender requests.

Conditions Precedent to Funding. The issuance obligation of the Notes shall be Lessor to purchase ------------------------------- and pay for each Unit is subject to satisfaction of the following conditions precedent, all : (a) Lessee shall have executed and delivered to Lessor the Certificate and any Purchase Agreement Assignment or xxxx of which sale and invoice therefor as required under Sections 1.1 and 1.3 of the Lease Agreement; (b) the Delivery Date of the Unit shall be for during the benefit Utilization Period set forth below; (c) there shall exist no Event of Default (nor any event which, with notice or lapse of time or both, would become an Event of Default); (d) no material adverse change in Lessee's or any guarantor's or general partner of Lessee's financial condition shall have occurred since the Purchasers and shall be satisfied prior date hereof; (e) satisfactory resolution of any environmental issues; and (f) delivery to Lessor, no later than the purchase first assignment by Lessee of the Notes a Purchase Agreement under this Appendix (or, in the case of a sale and leaseback, the first Delivery Date), at the option Lessee's sole expense, of the Purchasersfollowing documents, on the basis of a post-closing undertaking acceptable to the Purchasers), in each case in form and substance satisfactory to the Purchasers: (a) execution and delivery by the Issuers and the Guarantors of this Agreement, the Notes and all such other documents as the Purchasers reasonably require, including without limitation a side-letter with respect to potential proceedings under the CCAA or comparable legislation; (b) delivery of all Existing Security and an officer’s certificate confirming its completeness and accuracy and execution and delivery by all necessary parties thereto (and satisfaction with the terms thereof) of the credit confirmation required to be delivered under the terms of the existing collateral agency agreement (and upon such delivery, the Existing Security and the Quebec Security as defined below shall collectively be the “Security”); (c) delivery of all new security documentation required by the Purchasers in the Province of Quebec to create and perfect the Liens on the Collateral (the “Quebec Security”); (d) registration of the TEN shares in the name of Collateral AgentLessor; (i) completion evidence of all necessary lien Lessee's and other searches, together with all registrations, filings any guarantor's authority to enter into and recordings wherever perform its obligations under the Purchasers deem appropriate in connection with the requirements in clause (b)Lease, and of the incumbency of corporate or partnership officers or identity of individuals authorized to execute and deliver the Lease and any other agreement or document required thereunder, including specimen signatures of such persons; (ii) satisfaction that there are no mortgages, pledges, charges, security interests, liens or other liens ranking ahead an opinion of counsel of Lessee and any security held by the Purchasers, except (A) as provided for herein, (B) as arising by operation of law in the ordinary course of business without any contractual grant of security or (C) as have been previously disclosed in lien searches delivered to the Purchasers’ counsel by Osler, Hxxxxx & Harcourt LLP (collectively, “Permitted Liens”)guarantor; (f) satisfaction with (i) the total amount of all outstanding obligations owing under the Existing Facility (including without limitation all professional fees) and all related hedging obligations, (ii) the payout arrangements and related documentation for the Existing Facility and all related hedging obligations and (iii) insurance certificates or other evidence acceptable to Lessor that Lessee has complied with Section 7 of the releases given by the lenders under the Existing Facility and related hedge providers and Lease Agreement; (iv) the costs associated with all letters UCC financing statements executed by Lessee together with, at Lessor's option, certificates of credit that are to remain outstanding in connection with the Existing Facility; (g) satisfaction that each of the Issuers and Guarantors has complied with and is continuing to comply in all material respects with all applicable laws, regulations and policies and the requirements of applicable regulators in relation to its activities, to the extent that the failure to comply would have a material adverse effect on the business of any Issuer or Guarantor; (h) execution and delivery of closing certificates by each Issuer and Guarantor, together with all customary attachments thereto including without limitation board resolutions, governing documents and evidence of incumbency; (i) delivery of all necessary legal opinions from relevant counsel to the Issuers and the Guarantors, including without limitation opinions confirming that the obligations under the Notes are secured by the Existing Security; (j) the closing of the CIT Facility, and satisfaction with the terms of and all documentation for (A) the CIT Facility and (B) all intercreditor terms governing the priorities and other matters between the Notes and the CIT Facility (the “Intercreditor Terms”); (k) satisfaction with (i) a 4 week cash flow for the Issuers and their affiliates for the period from April 20, 2009 to May 15, 2009 and (ii) a 3 month cash flow forecast for the Issuers and their affiliates ((i) and (ii) collectively, the “Funding Forecast”); (l) satisfaction that, after giving effect to the purchase of Notes and the closing of the CIT Facility, the Issuers and the Guarantors shall have sufficient liquidity to fund their operations in accordance with the Funding Forecast; (m) execution and delivery of amendments to the confidentiality, non-disclosure and non-use agreements entered into between inter alia, CMI and the Purchasers and the Purchasers’ financial and legal advisors, in each case to remove any restrictions on such parties from contacting any other parties involved in the Restructuring Transactions (provided that such parties report to and keep the Issuers apprised forthwith filing officers as to the substance and nature nonexistence of any material contact)prior UCC filings and, which amendments shall be in form the case of a sale and substance leaseback, evidence satisfactory to the PurchasersLessor that each Unit is free and clear of all claims, liens, security interests and encumbrances; (n) certification by the Issuers and Guarantors that: (i) all representations and warranties contained in this Agreement remain true and correct as of the Closing Date and that no Default or Event of Default has occurred and is continuing or would result from the purchase of Notes contemplated hereby; and (ii) all representations and warranties contained in the Existing Security remain true and correct in all material respects as of the Closing Date (unless specifically given with reference to an earlier date, in which case such representations and warrants shall be true and correct as of such earlier date); and (o) all of the expenses of each of the Collateral Agent, the Purchasers and the Ad Hoc Committee previously incurred in connection with the Notes and the restructuring transactions, including, without limitation, legal fees of counsel to the Collateral Agent, the Purchasers and the Ad Hoc Committee shall have been paid in full.

Conditions Precedent to Funding. The issuance As conditions precedent to the funding of the Notes Working Capital Line of Credit and the Acquisition Facility, the Borrowers shall deliver or cause to be subject delivered to the following conditions precedentBank, all contemporaneously with or promptly after the execution and delivery of which shall be for the benefit of the Purchasers and shall be satisfied prior to the purchase of the Notes (or, at the option of the Purchasers, on the basis of a post-closing undertaking acceptable to the Purchasers)this Agreement, in each case in a form and substance satisfactory to the PurchasersBank and its counsel: (a) execution and delivery by the Issuers and the Guarantors of this Agreement, the Notes and all such other documents as the Purchasers reasonably require, including without limitation a side-letter with respect to potential proceedings under the CCAA or comparable legislationThe Notes; (b) delivery of all Existing Security and an officer’s certificate confirming its completeness and accuracy and execution and delivery by all necessary parties thereto (and satisfaction with the terms thereof) of the credit confirmation required to be delivered under the terms of the existing collateral agency agreement (and upon such delivery, the Existing Security and the Quebec Security as defined below shall collectively be the “Security”)The Loan Documents; (c) delivery Certified copies of the articles of incorporation and bylaws of the Borrowers and the Sureties, and all new security documentation required by amendments thereto, and a certificate of good standing evidencing the Purchasers in good standing of the Province Borrowers and the Sureties as a domestic corporation under the laws of Quebec to create and perfect the Liens on the Collateral (the “Quebec Security”)their respective states of incorporation; (d) registration Certified copies of all corporate action taken by the Borrowers and the Sureties (including resolutions adopted by the Board of Directors of the TEN shares Borrowers and the Sureties) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which the Borrowers or the Sureties are a party; (e) An (i) opinion of counsel for the Borrowers as to the matters mentioned in Sections 6.01, 6.02, 6.03, 6.05, 6.10 and 6.16 of this Agreement, and such other matters as may be requested by the Bank, (ii) an opinion of an attorney authorized to practice law in the name State of Collateral AgentVermont as to the obtaining of such necessary permits and licenses as may be required to be obtained by the Borrowers under Vermont law in connection with the operation of their business activities in the State of Vermont; (f) Warrants issued in favor of the Bank to purchase the Calculated Number of Warrant Shares of common stock of VPHL; (g) A fee in the amount of Eighteen Thousand Seven Hundred Fifty Dollars ($18,750), ($9,375 of which has already been paid) in consideration of the Bank making available the Loans and other credit facilities provided for in this Agreement; (h) Financial projections for the Borrowers operations for the period ending not earlier than December 31, 2003; (i) Satisfactory completion by the Bank of all necessary lien its due diligence and other searches, together with all registrations, filings review of the Borrowers assets and recordings wherever the Purchasers deem appropriate in connection with the requirements in clause (b), and (ii) satisfaction that there are no mortgages, pledges, charges, security interests, liens or other liens ranking ahead of any security held by the Purchasers, except (A) as provided for herein, (B) as arising by operation of law in the ordinary course of business without any contractual grant of security or (C) as have been previously disclosed in lien searches delivered to the Purchasers’ counsel by Osler, Hxxxxx & Harcourt LLP (collectively, “Permitted Liens”); (f) satisfaction with (i) the total amount of all outstanding obligations owing under the Existing Facility properties (including without limitation all professional fees) and all related hedging obligations, (ii) the payout arrangements and related documentation for the Existing Facility and all related hedging obligations and (iii) the releases given by the lenders under the Existing Facility and related hedge providers and (iv) the costs associated with all letters of credit that are to remain outstanding in connection with the Existing Facility; (g) satisfaction that each review of the Issuers Borrowers accountant prepared management letter, audits of the Collateral and Guarantors has complied appraisals and environmental audits with and is continuing respect to comply in all material respects with all applicable laws, regulations and policies and the requirements of applicable regulators in relation to its activities, to the extent that the failure to comply would have a material adverse effect on the business of any Issuer or Guarantor; (h) execution and delivery of closing certificates by each Issuer and Guarantor, together with all customary attachments thereto including without limitation board resolutions, governing documents and evidence of incumbency; (i) delivery of all necessary legal opinions from relevant counsel to the Issuers and the Guarantors, including without limitation opinions confirming that the obligations under the Notes are secured by the Existing SecurityReal Property); (j) Such other agreements, documents or instruments that the closing of the CIT Facility, and satisfaction with the terms of and all documentation for (A) the CIT Facility and (B) all intercreditor terms governing the priorities and other matters between the Notes and the CIT Facility (the “Intercreditor Terms”); (k) satisfaction with (i) a 4 week cash flow for the Issuers and their affiliates for the period from April 20, 2009 to May 15, 2009 and (ii) a 3 month cash flow forecast for the Issuers and their affiliates ((i) and (ii) collectively, the “Funding Forecast”); (l) satisfaction that, after giving effect to the purchase of Notes and the closing of the CIT Facility, the Issuers and the Guarantors shall have sufficient liquidity to fund their operations in accordance with the Funding Forecast; (m) execution and delivery of amendments to the confidentiality, non-disclosure and non-use agreements entered into between inter alia, CMI and the Purchasers and the Purchasers’ financial and legal advisors, in each case to remove any restrictions on such parties from contacting any other parties involved in the Restructuring Transactions (provided that such parties report to and keep the Issuers apprised forthwith as to the substance and nature of any material contact), which amendments shall be in form and substance satisfactory to the Purchasers; (n) certification by the Issuers and Guarantors that: (i) all representations and warranties contained in this Agreement remain true and correct as of the Closing Date and that no Default Bank or Event of Default has occurred and is continuing or would result from the purchase of Notes contemplated hereby; and (ii) all representations and warranties contained in the Existing Security remain true and correct in all material respects as of the Closing Date (unless specifically given with reference to an earlier date, in which case such representations and warrants shall be true and correct as of such earlier date); and (o) all of the expenses of each of the Collateral Agent, the Purchasers and the Ad Hoc Committee previously incurred in connection with the Notes and the restructuring transactions, including, without limitation, legal fees of its counsel to the Collateral Agent, the Purchasers and the Ad Hoc Committee shall have been paid in fullmay reasonably request.

Conditions Precedent to Funding. The issuance obligations of the Notes Lenders to make the initial Extensions of Credit hereunder and all other Extensions of Credit during the Certain Funds Period, shall be subject only to the satisfaction of the following conditions precedent, all of which shall be for the benefit of the Purchasers and shall be satisfied prior to the purchase of the Notes (or, at the option of the Purchasers, on the basis date of a post-closing undertaking acceptable to the Purchasers), in making each case in form and substance satisfactory to the Purchaserssuch Extension of Credit: (a) execution and delivery by it is not unlawful for the Issuers and the Guarantors of Lenders together to perform their obligations under this Agreement, the Notes and all such other documents as the Purchasers reasonably require, including without limitation a side-letter with respect to potential proceedings under the CCAA or comparable legislation; (b) delivery there has been no repudiation or rescission of all Existing Security and an officer’s certificate confirming its completeness and accuracy and execution and delivery any Loan Document by all necessary parties thereto (and satisfaction with Thomson or any Borrower, which is materially adverse to the terms thereof) interests of the credit confirmation required to be delivered under the terms of the existing collateral agency agreement (and upon such deliveryLenders, the Existing Security and the Quebec Security as defined below shall collectively be the “Security”)applicable, taken as a whole; (c) delivery of all new security documentation required by the Purchasers Combination has been consummated (i) in accordance with Applicable Laws and (ii) upon terms and conditions which do not deviate materially from those previously described to the Administrative Agent (as reflected in the Province of Quebec to create Implementation Agreement and perfect the Liens on the Collateral (the “Quebec Security”issued Press Release), and has become effective and unconditional in all respects; (d) registration of the TEN shares in the name of Collateral Agent; (i) completion of all necessary lien and other searches, together with all registrations, filings and recordings wherever the Purchasers deem appropriate in connection with the requirements in clause (b), and (ii) satisfaction that there are no mortgages, pledges, charges, security interests, liens or other liens ranking ahead of any security held by the Purchasers, except (A) as provided for herein, (B) as arising by operation of law in the ordinary course of business without any contractual grant of security or (C) as have been previously disclosed in lien searches delivered to the Purchasers’ counsel by Osler, Hxxxxx & Harcourt LLP (collectively, “Permitted Liens”); (f) satisfaction with (i) the total amount of all outstanding obligations owing under the Existing Facility (including without limitation all professional fees) and all related hedging obligations, (ii) the payout arrangements and related documentation for the Existing Facility and all related hedging obligations and (iii) the releases given by the lenders under the Existing Facility and related hedge providers and (iv) the costs associated with all letters of credit that are to remain outstanding in connection with the Existing Facility; (g) satisfaction that each of the Issuers and Guarantors has complied with and is continuing to comply in all material respects with all applicable laws, regulations and policies and the requirements of applicable regulators in relation to its activities, to the extent that the failure to comply would have a material adverse effect on the business of any Issuer or Guarantor; (h) execution and delivery of closing certificates by each Issuer and Guarantor, together with all customary attachments thereto including without limitation board resolutions, governing documents and evidence of incumbency; (i) delivery of all necessary legal opinions from relevant counsel to the Issuers and the Guarantors, including without limitation opinions confirming that the obligations under the Notes are secured by the Existing Security; (j) the closing of the CIT Facility, and satisfaction with the terms of and all documentation for (A) the CIT Facility and (B) all intercreditor terms governing the priorities and other matters between the Notes and the CIT Facility (the “Intercreditor Terms”); (k) satisfaction with (i) a 4 week cash flow for the Issuers and their affiliates for the period from April 20, 2009 to May 15, 2009 and (ii) a 3 month cash flow forecast for the Issuers and their affiliates ((i) and (ii) collectively, the “Funding Forecast”); (l) satisfaction that, after giving effect to the purchase of Notes and the closing of the CIT Facility, the Issuers and the Guarantors shall have sufficient liquidity to fund their operations in accordance with the Funding Forecast; (m) execution and delivery of amendments to the confidentiality, non-disclosure and non-use agreements entered into between inter alia, CMI and the Purchasers and the Purchasers’ financial and legal advisors, in each case to remove any restrictions on such parties from contacting any other parties involved in the Restructuring Transactions (provided that such parties report to and keep the Issuers apprised forthwith as to the substance and nature of any material contact), which amendments shall be in form and substance satisfactory to the Purchasers; (n) certification by the Issuers and Guarantors that: (i) all representations and warranties contained in this Agreement remain true and correct as of the Closing Date and that no Default or Event of Major Default has occurred and is continuing or would result from and, with respect to any Major Default relating to any Major Representation, has not been remedied, if capable of remedy, within 10 Business Days or, if earlier, the purchase date upon which the relevant Extension of Notes contemplated hereby; and Credit will be made; (iie) all representations and warranties contained in the Existing Security remain true and correct in all material respects as of the Closing Date (unless specifically given with reference to an earlier date, in which case such representations and warrants Major Representations shall be true and correct on and as of the date of such earlier Extension of Credit, with the same effect as if made on such date); and (of) all the Administrative Agents shall have received (i) certified copies of the expenses executed Transaction Documentation not previously delivered pursuant to Section 4.01, (ii) certified copies of counterparts of the Cross-Guaranties, duly executed by each of the Collateral Agent, the Purchasers Newco and the Ad Hoc Committee previously incurred in connection with the Notes Thomson and the restructuring transactions, including, without limitation, legal fees of counsel (iii) to the Collateral Agentextent any Borrower has been designated in accordance with Section 3.01, certified copies of counterparts of the Purchasers and the Ad Hoc Committee shall have been paid in fullGuarantee, duly executed by Thomson.

Conditions Precedent to Funding. The issuance Lender’s obligation to fund any installment of the Notes shall be Loan on the Funding Date therefor is subject to the satisfaction of the following conditions precedent, all of which shall be for precedent and the benefit Lender’s receipt on or before that Funding Date of the Purchasers and shall be satisfied prior to the purchase of the Notes (orfollowing, at the option of the Purchasers, on the basis of a post-closing undertaking acceptable to the Purchasers), in each case in form and substance reasonably satisfactory to the PurchasersLender: (a) execution and delivery by the Issuers and the Guarantors an executed copy of this Agreement, the Notes and all such other documents as the Purchasers reasonably require, including without limitation a side-letter with respect to potential proceedings under the CCAA or comparable legislation; (b) delivery of all Existing Security and an officer’s certificate confirming its completeness and accuracy and execution and delivery by all necessary parties thereto (and satisfaction with the terms thereof) executed copy of the credit confirmation required to be delivered under the terms of the existing collateral agency agreement (Security Agreement and upon such delivery, the Existing Security and the Quebec Security as defined below shall collectively be the “Security”)Subordination Acknowledgment; (c) delivery of evidence that all new security documentation required Basic Rent payments due by Borrower during June 2018 or thereafter and on or before that Funding Date with respect to the Purchasers Designated Leases have been paid in the Province of Quebec to create and perfect the Liens on the Collateral (the “Quebec Security”)full; (d) registration a certificate of Borrower’s secretary, dated the Funding Date, certifying attached copies of the TEN shares in resolutions of Borrower’s board of managers evidencing approval of the name transactions contemplated by this Agreement, and showing the names and copies of Collateral Agentthe specimen signature(s) of Borrower’s officer(s) authorized to sign this Agreement and the related documents to which it is (or is to become) a party; (ie) completion an Officer’s Certificate certifying: (x) Borrower’s representations and warranties in Section 4 of all necessary lien this Agreement are true and other searchesaccurate as though made on the Funding Date, together with all registrations, filings and recordings wherever (y) no Event of Default exists or will result from the Purchasers deem appropriate in connection with the requirements in clause (b), Loan and (iiz) satisfaction that there are no mortgages, pledges, charges, security interests, liens “Event of Default” or other liens ranking ahead of similar event exists under any security held by the Purchasers, except (A) as provided for herein, (B) as arising by operation of law in the ordinary course of business without any contractual grant of security or (C) as have been previously disclosed in lien searches delivered to the Purchasers’ counsel by Osler, Hxxxxx & Harcourt LLP (collectively, “Permitted Liens”);Other EDC Transaction: (f) satisfaction with (i) the total amount of all outstanding obligations owing under the Existing Facility (including without limitation all professional fees) and all related hedging obligationsnecessary consents, (ii) the payout arrangements and related documentation for the Existing Facility and all related hedging obligations and (iii) the releases given by the lenders under the Existing Facility and related hedge providers and (iv) the costs associated with all letters of credit that are to remain outstanding approvals, licenses, permits, declarations, or registrations then required in connection with Borrower’s execution, delivery, and performance of this Agreement and the Existing Facility;transactions contemplated hereby shall have been obtained; and (g) satisfaction that each of the Issuers such additional opinion(s) and Guarantors has complied with and is continuing to comply in all material respects with all applicable laws, regulations and policies and the requirements of applicable regulators in relation to its activities, to the extent that the failure to comply would have a material adverse effect on the business of any Issuer or Guarantor; (h) execution and delivery of closing certificates by each Issuer and Guarantor, together with all customary attachments thereto including without limitation board resolutions, governing documents and evidence of incumbency; (i) delivery of all necessary legal opinions from relevant counsel to the Issuers and the Guarantors, including without limitation opinions confirming that the obligations under the Notes are secured by the Existing Security; (jdocument(s) the closing of the CIT Facility, and satisfaction with the terms of and all documentation for (A) the CIT Facility and (B) all intercreditor terms governing the priorities and other matters between the Notes and the CIT Facility (the “Intercreditor Terms”); (k) satisfaction with (i) a 4 week cash flow for the Issuers and their affiliates for the period from April 20, 2009 to May 15, 2009 and (ii) a 3 month cash flow forecast for the Issuers and their affiliates ((i) and (ii) collectively, the “Funding Forecast”); (l) satisfaction that, after giving effect to the purchase of Notes and the closing of the CIT Facility, the Issuers and the Guarantors shall have sufficient liquidity to fund their operations in accordance with the Funding Forecast; (m) execution and delivery of amendments to the confidentiality, non-disclosure and non-use agreements entered into between inter alia, CMI and the Purchasers and the Purchasers’ financial and legal advisors, in each case to remove any restrictions on such parties from contacting any other parties involved in the Restructuring Transactions (provided that such parties report to and keep the Issuers apprised forthwith as to the substance and nature of any material contact), which amendments shall be in form and substance satisfactory to the Purchasers; (n) certification by the Issuers and Guarantors that: (i) all representations and warranties contained in this Agreement remain true and correct as of the Closing Date and that no Default or Event of Default has occurred and is continuing or would result from the purchase of Notes contemplated hereby; and (ii) all representations and warranties contained in the Existing Security remain true and correct in all material respects as of the Closing Date (unless specifically given with reference to an earlier date, in which case such representations and warrants shall be true and correct as of such earlier date); and (o) all of the expenses of each of the Collateral Agent, the Purchasers and the Ad Hoc Committee previously incurred in connection with the Notes and the restructuring transactions, including, without limitation, legal fees of counsel to the Collateral Agent, the Purchasers and the Ad Hoc Committee shall have been paid in fullLender requests.