Common use of Sufficient Funds Clause in Contracts

Sufficient Funds. Prior to the execution and delivery of this Agreement, the Purchaser has delivered to the Company true and complete copies of the following commitment letters, which are unamended as of the date hereof, evidencing: (i) the availability of committed credit facilities pursuant to an executed commitment letter (the “Commitment Letter”) dated February 15, 2008 made by Mxxxxx Sxxxxxx Bank International Limited and its affiliates (collectively the “Lenders”) in favour of 6922767 Holding SARL, and (ii) an equity commitment pursuant to an executed equity commitment letter (the “Equity Commitment Letter”) dated February 22, 2008 made by FR Horizon AIV, L.P. (the “Equity Sponsor”) in favour of the Purchaser, pursuant to which the Lenders, in the case of the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, have committed to provide the Purchaser with debt and equity financing in the amounts of US$850,000,000 and Cdn$1,643,000,000, respectively, subject to the terms thereof. The commitments described in the Commitment Letter and the Equity Commitment Letter are not subject to any condition precedent other than the conditions expressly set forth therein. As of the date hereof (A) each of the Commitment Letter and the Equity Commitment Letter is in full force and effect and is a legal, valid and binding obligation of the Purchaser and, to the knowledge of the Purchaser, the Lenders, in the case of the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, (B) no amendment or modification to either the Commitment Letter or the Equity Commitment Letter is contemplated, and (C) no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchaser under the Commitment Letter or the Equity Commitment Letter, respectively, or excuse the Lenders or the Equity Sponsor from their commitments thereunder. As of the date hereof (assuming the accuracy of all of the representations and warranties of the Company in this Agreement and the compliance by the Company of its obligations under this Agreement), the Purchaser does not believe that it shall be unable to satisfy on a timely basis any term or condition of closing of the financing to be satisfied by it contained in the Commitment Letter or the Equity Commitment Letter and is not aware of any existing fact, occurrence or state of events that may cause any of the terms or conditions of closing of such financings not to be met so as to enable the Purchaser to draw down in full the amounts committed thereunder or of any impediment to the funding of the cash payment obligations of the Purchaser under the Arrangement. Assuming the financing contemplated in the Commitment Letter and the Equity Commitment Letter is funded, the net proceeds contemplated by the Commitment Letter and the Equity Commitment Letter shall in the aggregate be sufficient for the Purchaser to pay the aggregate Consideration to be paid pursuant to the Arrangement and any other amounts required to be paid by the Purchaser in connection with the consummation of the transactions contemplated by this Agreement and to pay all related fees and expenses.

Sufficient Funds. Prior to the execution and delivery of this Agreement, the Purchaser (a) Parent has delivered to the Company true and complete copies of the following (i) a fully executed debt commitment lettersletter, which are unamended dated as of the date hereof, evidencing: of this Agreement and (iii) the availability of committed credit facilities pursuant fully executed fee letter referenced therein, relating to an executed fees with respect to the Financing contemplated by the commitment letter (the commitment letter, together with such fee letter, including all exhibits, supplements, schedules and annexes thereto, as amended, replaced, supplemented, modified or waived from time to time after the date hereof in compliance with Section 6.14(a), collectively, the “Commitment Letter”) dated February 15), 2008 made by Mxxxxx Sxxxxxx Bank International Limited and its affiliates among Parent and the Financing Sources specified therein (collectively with only fee amounts and other economic terms, and the rates and amounts included in the “Lenders”) flex” provisions, redacted in favour a customary manner for transactions of 6922767 Holding SARLthis nature, and (ii) an equity commitment pursuant none of which redacted provisions would reasonably be expected to an executed equity commitment letter (adversely affect the “Equity Commitment Letter”) dated February 22conditionality, 2008 made by FR Horizon AIVavailability, L.P. (the “Equity Sponsor”) in favour enforceability, termination or amount of the Purchaser, pursuant Financing). Pursuant to which the Lenders, in the case of the Commitment Letter, and subject to the Equity Sponsorterms and conditions thereof, in the case of the Equity Commitment Letter, Financing Sources party thereto have committed to provide the Purchaser Parent with debt and equity financing in the amounts of US$850,000,000 and Cdn$1,643,000,000, respectively, subject to the terms thereof. The commitments described set forth in the Commitment Letter and for the Equity Commitment Letter are not subject to any condition precedent other than the conditions expressly purposes set forth thereintherein (the debt financing contemplated in the Commitment Letter, together with, unless the context otherwise requires, any replacement financing, including any bank financing or debt securities issued in lieu thereof, the “Financing”). As of the date hereof (A) each of this Agreement, the Commitment Letter and the Equity Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated, or otherwise amended or modified in any respect and no amendment, supplement or modification that would not be permitted by Section 6.14(a) is a contemplated, and the Commitment Letter, in the form so delivered, constitutes the legal, valid and binding obligation of the Purchaser of, and is enforceable against, Parent and, to the knowledge of Parent, each of the Purchaserother parties thereto, the Lenderssubject, in each case, to the case Enforceability Exceptions. (b) As of the Commitment Letterdate of this Agreement, and Parent is not and, to the Equity Sponsorknowledge of Parent, no Financing Source is, in default in the case performance, observation or fulfillment of the Equity Commitment Letterany obligation, (B) no amendment covenant or modification to either condition contained in the Commitment Letter or the Equity Commitment Letter is contemplated, and (C) no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would reasonably be expected to (i) constitute a default or breach on by Parent or, to the part knowledge of Parent, any other party thereto, of the Purchaser under the Commitment Letter or the Equity Commitment Letter, respectively(ii) constitute or result in a failure to satisfy a condition precedent set forth in the Commitment Letter, or excuse (iii) subject to the Lenders satisfaction of the conditions in Article VII (other than the conditions set forth in Sections 7.3(a) and 7.3(b) and those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof), otherwise result in any portion of the Equity Sponsor from their commitments thereunderFinancing being unavailable on the Closing Date. As of the date hereof of this Agreement, no Financing Source party to the Commitment Letter has notified Parent of its termination or repudiation (assuming or intent to terminate or repudiate) any of the commitments under such Commitment Letter or intent not to provide the Financing. Assuming (1) the truth and accuracy of all of the Company’s representations and warranties of the Company set forth in this Agreement Article III and the compliance by the Company of with its obligations under this Agreementhereunder, and (2) the satisfaction of the conditions in Article VII (other than the conditions set forth in Sections 7.3(a) and 7.3(b) and those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof), the Purchaser does not Parent has no reason to believe that it shall be unable to satisfy on a timely basis any term or condition of closing of the financing conditions to be satisfied the funding of the Financing contemplated by it the Commitment Letter and contained in the Commitment Letter will fail to be satisfied on the Closing Date or that the Equity full amounts committed pursuant to the Commitment Letter and is will not aware of any existing fact, occurrence or state of events that may cause any of the terms or conditions of closing of such financings not be available to be met so as funded on the Closing Date. (c) Parent has fully paid (or caused to enable be paid) any and all commitment fees or other fees required by the Purchaser Commitment Letter to draw down in full be paid on or before the amounts committed thereunder or date of any impediment to this Agreement. Assuming (i) the funding of the full amount of the Financing in accordance with and subject to the satisfaction of the conditions in the Commitment Letter (it being understood and agreed that nothing in this clause (i) shall be construed to limit clause (d) of this Section 4.25), (ii) the truth and accuracy of the Company’s representations and warranties set forth in Article III and compliance by the Company with its obligations hereunder and (iii) the satisfaction of the conditions in Article VII (other than the conditions set forth in Sections 7.3(a) and 7.3(b) and those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof), Parent and Merger Sub will have funds available to them at the Effective Time in an amount sufficient, when taken together with cash payment or cash equivalents held by Parent and the Company on the Closing Date and the other sources of funds available to Parent on the Closing Date, to refinance in full all amounts outstanding under the Existing Credit Agreement, to pay the Cash Consideration, to pay cash in lieu of fractional shares in accordance with Section 2.2 and to pay the fees and expenses relating to the Merger and the Financing (collectively, the “Required Amount”). The only conditions precedent related to the obligations of the Purchaser under Financing Sources party to the ArrangementCommitment Letter to fund the full amount of the Financing contemplated by the Commitment Letter are expressly set forth in the Commitment Letter as in effect on the date hereof. Assuming As of the financing date of this Agreement, there are no side letters or other agreements, contracts, arrangements or understandings, whether written or oral, entered into by Parent, Merger Sub or any of their affiliates relating to the Financing other than as set forth or contemplated in the Commitment Letter and the Equity Commitment Letter is funded, the net proceeds contemplated by the Commitment Letter customary engagement letters and the Equity Commitment Letter shall in the aggregate be sufficient for the Purchaser to pay the aggregate Consideration to be paid pursuant fee credit letters with respect to the Arrangement Financing (which engagement letters and fee credit letters do not contain any conditions precedent to the funding of the Financing or any other amounts required provisions that would cause the Financing to not be paid by available to Parent on a timely basis at the Purchaser in connection with Closing). (d) Parent acknowledges and agrees that its obligations under this Agreement are not subject to any conditions regarding Parent’s, Merger Sub’s or any of their respective affiliates’ or any other person’s ability to obtain financing for the consummation of the transactions contemplated by this Agreement and to pay all related fees and expenseshereby.

Sufficient Funds. Prior Parent and Merger Sub (directly or through one or more affiliates) will have all of the funds immediately available as and when needed that are necessary to (i) consummate the execution Offer at the Acceptance Time, (ii) consummate the Merger at the Closing, (iii) otherwise perform their respective obligations under this Agreement and delivery (iv) pay any fees, expenses or other amounts payable by Parent or Merger Sub in connection with the consummation of the transactions contemplated by this Agreement, Agreement (the Purchaser has delivered “Intended Purposes”). Parent and Merger Sub have provided to the Company a true and complete copies copy of a fully executed commitment letter, dated as of the following commitment lettersdate hereof (including all exhibits, schedules, annexes, supplements, amendments and joinders thereto, collectively, the “Commitment Letter”), from the lenders party thereto (collectively, the “Lenders”) and the executed fee letter relating thereto (provided that the fee amounts, pricing caps and other economic terms, and the rates and amounts included in the “market flex” provisions (but not covenants), may be redacted, none of which are unamended as redacted provisions could adversely affect the conditionality, enforceability, termination or amount of the Debt Financing) (including all exhibits, schedules, annexes, supplements, amendments and joinders thereto, collectively, the “Fee Letter”). Pursuant to the Commitment Letter, and subject to the terms and conditions thereof, the Lenders have committed to provide Guarantor and Parent with the amounts set forth in the Commitment Letter (the “Debt Financing”) for purposes of financing the Offer, the Merger and the other transactions contemplated by this Agreement. As of the date hereof, evidencing: (i) the availability of committed credit facilities pursuant to an executed commitment letter (the “Commitment Letter”) dated February 15, 2008 made by Mxxxxx Sxxxxxx Bank International Limited and its affiliates (collectively the “Lenders”) in favour of 6922767 Holding SARL, and (ii) an equity commitment pursuant to an executed equity commitment letter (the “Equity Commitment Letter”) dated February 22, 2008 made by FR Horizon AIV, L.P. (the “Equity Sponsor”) in favour of the Purchaser, pursuant to which the Lenders, in the case of the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, have committed to provide the Purchaser with debt and equity financing in the amounts of US$850,000,000 and Cdn$1,643,000,000, respectively, subject to the terms thereof. The commitments described in the Commitment Letter and the Equity Commitment Letter are not subject to any condition precedent other than the conditions expressly set forth therein. As of the date hereof (A) each of the Commitment Letter and the Equity Commitment Letter is in full force and effect and is constitutes a legal, valid and binding obligation of the Purchaser andGuarantor and Parent, and to the knowledge of the PurchaserParent and Merger Sub, the Lenders, enforceable in accordance with its terms (except that (x) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent transfer, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (y) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the case discretion of the court before which any proceeding therefor may be brought). As of the date hereof, other than the Commitment Letter, none of Guarantor, Parent or Merger Sub has entered into any side letters, Contracts or other arrangements pursuant to which any Person has the right to amend, restate or otherwise modify the Commitment Letter in a manner that could reasonably be expected to adversely affect the availability at the Acceptance Time or the Closing of the Debt Financing. Except as set forth in the Commitment Letter and the Equity SponsorFee Letter, there are no conditions or contingencies (including pursuant to any “market flex” provisions in the case of Fee Letter) to funding the Equity Debt Financing under the Commitment Letter in an amount necessary, when taken together with other funds available to Parent and Merger Sub to fund the Intended Purposes, and the Commitment Letter has not been amended, restated or otherwise modified in any manner prior to the date hereof and the respective commitments contained in the Commitment Letter have not been terminated, reduced, withdrawn or rescinded in any respect prior to the date hereof. The Commitment Letter, the Fee Letter, the engagement letter and fee credit letter related thereto constitute the entire and complete agreement between the parties thereto with respect to the Debt Financing. As of the date hereof, (Bi) no amendment or modification to either assuming the Commitment Letter or accuracy of the Equity Commitment Letter is contemplatedrepresentations and warranties set forth in Article III, and (C) no event has occurred which, with or without notice, lapse of time or both, would constitute (A) a default or breach on by Guarantor or Parent under any term of, or (B) a failure to satisfy any condition by Guarantor or Parent or, to the part knowledge of the Purchaser under Parent and Merger Sub, any Lender under, the Commitment Letter or and (ii) assuming the Equity Commitment Letter, respectivelysatisfaction of the Minimum Condition and the satisfaction, or excuse waiver by the Lenders or the Equity Sponsor from their commitments thereunder. As Merger Sub, of the date hereof (assuming the accuracy of all of the representations and warranties of the Company other conditions set forth in this Agreement and the compliance by the Company of its obligations under this Agreement)Annex I, the Purchaser does not neither Parent nor Merger Sub has any reason to believe that it shall be unable to satisfy on a timely basis (x) any term condition or condition of closing of the financing to be satisfied by it contained in the Commitment Letter or the Equity Commitment Letter and is not aware of any existing fact, occurrence or state of events that may cause any of the terms or conditions of closing of such financings not to be met so as to enable the Purchaser to draw down in full the amounts committed thereunder or of any impediment contingency related to the funding of the cash payment obligations full amount of the Purchaser under Debt Financing will not be satisfied at the ArrangementAcceptance Time or (y) the full amount of the Debt Financing will not be available to Guarantor and Parent at the Acceptance Time. Assuming the financing contemplated in the Commitment Letter Guarantor or Parent has fully paid, or caused to be paid, any and the Equity Commitment Letter is funded, the net proceeds contemplated all commitment or other fees required by the Commitment Letter and the Equity Commitment Letter shall in the aggregate be sufficient for the Purchaser to pay the aggregate Consideration to be paid pursuant on or prior to the Arrangement and any other amounts required to be paid by the Purchaser in connection with the consummation of the transactions contemplated by this Agreement and to pay all related fees and expensesdate hereof.

Sufficient Funds. Prior to the execution (a) R1 and delivery of this Agreement, the Purchaser has Parent have delivered to the Company true true, correct, and complete copies of (i) executed commitment letters from each of the following commitment lettersfinancial institutions identified therein, which are unamended dated as of the date hereofhereof (including all exhibits, evidencing: schedules and annexes thereto, the “Senior Debt Commitment Letter”), (iii) the availability of committed credit facilities pursuant to an executed commitment letter letters from each of the subordinated lenders identified therein, dated as of the date hereof (including all exhibits, schedules and annexes thereto, the “Subordinated Debt Commitment Letter” and together with the Senior Debt Commitment Letter, the “Debt Commitment Letter”) dated February 15and (iii) the fee letter referred to in the Senior Debt Commitment Letter (the “Fee Letter”) (with only fee amounts and customary market flex provisions redacted (but none of the redacted terms would adversely affect the amount or availability of the Debt Financing)) (the Debt Commitment Letter and the Fee Letter, 2008 made by Mxxxxx Sxxxxxx Bank International Limited together the “Commitment Letters”, and its affiliates the commitments under the Debt Commitment Letter, the “Debt Financing Commitments” or the “Financing Commitments”), pursuant to which, and subject to the terms and conditions of which, the lenders party thereto (collectively the “Lenders”) in favour of 6922767 Holding SARL, and (ii) an equity commitment pursuant have committed to an executed equity commitment letter lend the amounts set forth therein to Parent (the “Equity Commitment Letter”) dated February 22, 2008 made by FR Horizon AIV, L.P. (Debt Financing” or the “Equity SponsorFinancing”). (b) The Commitment Letters are in favour full force and effect and have not been withdrawn, rescinded, or terminated, or otherwise amended or modified in any respect and are a legal, valid and binding obligation of Parent and to the knowledge of Parent, the other parties thereto, enforceable in accordance with their terms except as may be limited by the Enforceability Exceptions. Other than the Commitment Letters and the Fee Letter, there are no other agreements, side letters or arrangements relating to the Financing Commitments that would affect the availability of the PurchaserFinancing. Neither R1, Parent nor Merger Sub is in breach of any of the terms or conditions set forth in the Commitment Letters. As of the date of this Agreement and assuming the closing conditions set forth in Section 7.01 and Section 7.02 have been satisfied and compliance in all material respects by the Company with Section 6.12, neither R1, Parent nor Merger Sub is aware nor has any reason to believe that any of the conditions to the Financing required to be satisfied by such party will not be satisfied on or prior to the date on which the Closing would otherwise occur pursuant to this Agreement, or that the Financing will not be available to R1, Parent or Merger Sub on the date on which the LendersClosing would otherwise occur pursuant to this Agreement. R1, Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Financing Commitments to be paid on or before the date of this Agreement. Assuming the closing conditions set forth in Article VII and the case Commitment Letters have been satisfied and compliance in all material respects by the Company with Section 6.12, and assuming the Financing is funded in accordance with the terms of the Commitment LetterLetters, the aggregate proceeds from the Financing, together with cash on hand, will be sufficient for satisfaction of all of Parent’s obligations under this Agreement in an amount sufficient to consummate the Transactions, including the payment of the Final Cash Merger Consideration, repayment of the Funded Indebtedness, and the Equity Sponsorpayment of all associated costs and expenses (including, in without limitation, the case Company Transaction Expenses) (collectively, the “Required Amount”). The Commitment Letters contain all of the Equity Commitment Letter, have committed to provide the Purchaser with debt and equity financing in the amounts of US$850,000,000 and Cdn$1,643,000,000, respectively, subject conditions precedent to the obligations of the parties thereunder to make the full amount of the Financing available to Parent on the terms thereof. The commitments described in the Commitment Letter and the Equity Commitment Letter are not subject to any condition precedent other than the conditions expressly set forth therein. As of the date hereof (A) each of this Agreement, none of the Commitment Letter Financing Commitments has been terminated or withdrawn and no Lender has notified R1, Parent or Merger Sub in writing of its intention to terminate or withdraw the Equity Commitment Letter is in full force Debt Financing Commitments. (c) The obligations of R1, Parent and effect and is a legalMerger Sub under this Agreement are not subject to any conditions regarding R1’s, valid and binding obligation of the Purchaser andParent’s, to the knowledge of the PurchaserMerger Sub’s, the Lenders, in the case of the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, (B) no amendment or modification to either the Commitment Letter or the Equity Commitment Letter is contemplated, and (C) no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchaser under the Commitment Letter or the Equity Commitment Letter, respectivelytheir respective Affiliates’, or excuse the Lenders or the Equity Sponsor from their commitments thereunder. As of the date hereof (assuming the accuracy of all of the representations and warranties of the Company in this Agreement and the compliance by the Company of its obligations under this Agreement), the Purchaser does not believe that it shall be unable to satisfy on a timely basis any term or condition of closing of the financing to be satisfied by it contained in the Commitment Letter or the Equity Commitment Letter and is not aware of any existing fact, occurrence or state of events that may cause any of the terms or conditions of closing of such financings not to be met so as to enable the Purchaser to draw down in full the amounts committed thereunder or of any impediment to the funding of the cash payment obligations of the Purchaser under the Arrangement. Assuming the financing contemplated in the Commitment Letter and the Equity Commitment Letter is funded, the net proceeds contemplated by the Commitment Letter and the Equity Commitment Letter shall in the aggregate be sufficient for the Purchaser to pay the aggregate Consideration to be paid pursuant to the Arrangement and any other amounts required Person’s ability to be paid by the Purchaser in connection with obtain financing for the consummation of the transactions Transactions contemplated by this Agreement and to pay all related fees and expenseshereby.

Sufficient Funds. Prior Assuming satisfaction of the conditions set forth in Article VI, Parent, through its wholly owned subsidiary Made2Manage Systems, Inc. ("M2M"), will have available at the consummation of the Merger sufficient immediately available funds through cash on hand or binding credit facility commitments from reputable lenders and financial institutions for borrowings of up to $150,000,000 in funds (the execution and delivery of this Agreement"Commitments"), the Purchaser has delivered to the Company true and complete copies of which have been furnished to the following commitment lettersCompany, which are unamended as to enable Merger Sub to perform all of its obligations under this Agreement, to consummate the Merger and to pay in full all fees and expenses payable by Parent in connection with this Agreement and the transactions contemplated hereby. Each of the date hereof, evidencing: (i) the availability of committed credit facilities pursuant to an executed commitment letter (the “Commitment Letter”) dated February 15, 2008 made by Mxxxxx Sxxxxxx Bank International Limited and its affiliates (collectively the “Lenders”) in favour of 6922767 Holding SARL, and (ii) an equity commitment pursuant to an executed equity commitment letter (the “Equity Commitment Letter”) dated February 22, 2008 made by FR Horizon AIV, L.P. (the “Equity Sponsor”) in favour of the Purchaser, pursuant to which the LendersCommitments, in the case of the Commitment Letterform so delivered, and the Equity Sponsor, in the case of the Equity Commitment Letter, have committed to provide the Purchaser with debt and equity financing in the amounts of US$850,000,000 and Cdn$1,643,000,000, respectively, subject to the terms thereof. The commitments described in the Commitment Letter and the Equity Commitment Letter are not subject to any condition precedent other than the conditions expressly set forth therein. As of the date hereof (A) each of the Commitment Letter and the Equity Commitment Letter is in full force and effect and is a legal, valid and binding obligation of the Purchaser M2M and, to the knowledge of the PurchaserParent or Merger Sub, the Lenders, in the case of the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, (B) no amendment or modification to either the Commitment Letter or the Equity Commitment Letter is contemplated, and (C) no other parties thereto. No event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchaser M2M, Parent or Merger Sub under the Commitment Letter any term or the Equity Commitment Letter, respectively, or excuse the Lenders or the Equity Sponsor from their commitments thereunder. As condition of the date hereof (assuming the accuracy of all of the representations and warranties of the Company in this Agreement and the compliance by the Company of its obligations under this Agreement), the Purchaser does not Commitments. Neither Parent nor Merger Sub has any reason to believe that it shall M2M, Parent and Merger Sub will be unable to satisfy on a timely basis any term or condition of closing of the financing to be satisfied by it contained in the Commitment Letter Commitments. M2M, Parent or Merger Sub will pay in full any and all commitment fees or other fees required by the Equity Commitment Letter and is not aware of any existing fact, occurrence or state of events that may cause any Commitments prior to the end of the terms or conditions first Business Day following the date of closing of such financings not to be met so as to enable this Agreement. Without limiting the Purchaser to draw down in full the amounts committed thereunder or of any impediment to the funding generality of the cash payment obligations of the Purchaser under the Arrangement. Assuming the financing contemplated in the Commitment Letter and the Equity Commitment Letter is fundedforegoing, the net proceeds contemplated by the Commitment Letter and the Equity Commitment Letter shall in the aggregate be sufficient for the Purchaser Parent's ability to pay the aggregate Consideration to be paid pursuant to the Arrangement and any other amounts required to be paid by the Purchaser in connection with the consummation of consummate the transactions contemplated by this Agreement and hereby is not contingent on Parent's ability to pay all related fees and expensescomplete any public offering or private placement of equity or debt securities or to obtain any other type of financing prior to consummating the Merger.

Sufficient Funds. Prior Buyer shall have at the Closing funds immediately available, as and when needed, that are necessary to (a) consummate the execution Acquisition at the Closing, (b) otherwise perform its covenants and delivery of this Agreementagreements hereunder and (c) pay any fees, expenses or other amounts payable by Buyer in connection with the Purchaser has delivered to the Company true and complete copies consummation of the following commitment lettersTransactions or the transactions contemplated by the Ancillary Agreements and the Module Purchase Orders. OMERS Administration Corporation (“OMERS”) has committed to provide the equity financing for the Purchase Price, which are unamended as may be adjusted in accordance with Section 2.5 (the “Equity Financing”) contemplated by the executed letter agreement, dated as of the date hereof, evidencing: (i) the availability of committed credit facilities pursuant to an executed commitment letter (the “Commitment Letter”) dated February 15, 2008 made by Mxxxxx Sxxxxxx Bank International Limited and its affiliates (collectively the “Lenders”) in favour of 6922767 Holding SARL, and (ii) an equity commitment pursuant to an executed equity commitment letter hereof (the “Equity Commitment Letter”) dated February 22), 2008 made by FR Horizon AIV, L.P. (the “Equity Sponsor”) in favour of the Purchaser, pursuant to which the Lenders, in the case of the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, have committed to provide the Purchaser with debt between Buyer and equity financing in the amounts of US$850,000,000 and Cdn$1,643,000,000, respectively, subject to the terms thereofOMERS. The commitments described in the Commitment Letter and the Equity Commitment Letter are not subject to any condition precedent other than the conditions expressly set forth therein. As of the date hereof (A) each of the Commitment Letter and the Equity Commitment Letter is in full force and effect effect, and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, and no such amendment, supplement or modification is pending or contemplated. The Equity Commitment Letter is a legal, valid and binding obligation of the Purchaser and, to the knowledge of the Purchaser, the Lenders, in the case of the Commitment Letter, OMERS and the Equity Sponsor, in the case of the Equity Commitment Letter, (B) no amendment or modification to either the Commitment Letter or the Equity Commitment Letter is contemplated, and (C) no Buyer. No event has occurred whichthat, with or without notice, notice or lapse of time or both, would (i) constitute a breach or default or breach on the part of any party thereto under any term of the Purchaser under Equity Commitment Letter; (ii) cause any condition contained in the Equity Commitment Letter not to be satisfied; or (iii) be reasonably be expected to result in any portion of the financing contemplated by the Equity Commitment Letter to be unavailable on the Closing Date. As of the date hereof, there are no conditions precedent or other contingencies related to the Equity Financing other than as expressly set forth in the Equity Commitment Letter. Other than the Equity Commitment Letter, respectivelyneither Buyer nor any of its Affiliates has entered into any agreement, side letter or excuse the Lenders or other contractual arrangement governing the Equity Sponsor from their commitments thereunderFinancing. As of the date hereof (and assuming the accuracy of all of the representations and warranties of the Company Seller contained in this Agreement and the compliance by the Company of its obligations under this Agreement), the Purchaser does not Buyer has no reason to believe (x) that it shall be unable to satisfy on a timely basis any term or condition of closing of the financing conditions to the Equity Financing contained in the Equity Commitment Letter to be satisfied by it contained or any of its Affiliates will not be satisfied or (y) that any portion of the Equity Financing will not be available to Buyer at the Closing. Buyer acknowledges that receipt or availability of funds or financing by Buyer or any of its Affiliates shall not be a condition to Buyer’s obligations hereunder or under the other Ancillary Agreements or the Module Purchase Orders to which it is (or at the Closing, will be) a party. No funds to be paid to Seller have derived from or will have been derived from, or constitute, either directly or indirectly, the proceeds of any criminal activity or any activity in the Commitment Letter breach of applicable anti-corruption, anti-money laundering, anti-terrorism, sanctions, export controls or similar Laws. Buyer has delivered to Seller a true, correct and complete copy of the Equity Commitment Letter and is not aware of any existing fact, occurrence or state of events that may cause any Letter. Buyer shall have funds immediately available to pay all of the terms or conditions of closing of such financings not to be met so as to enable the Purchaser to draw down in full the amounts committed thereunder or of any impediment to the funding of the cash payment obligations of the Purchaser under the Arrangement. Assuming the financing contemplated in the Commitment Letter Earnout Payments if and the Equity Commitment Letter is funded, the net proceeds contemplated by the Commitment Letter and the Equity Commitment Letter shall in the aggregate be sufficient for the Purchaser to pay the aggregate Consideration to be paid pursuant to the Arrangement and any other amounts when required to be paid by the Purchaser in connection with the consummation of the transactions contemplated by this Agreement and to pay all related fees and expensespaid.

Sufficient Funds. Prior (a) The Class A Purchaser will have available to it at the Closing sufficient funds to enable it to pay in full at the Closing the entire amount of the Class A Purchase Price in immediately available funds. (b) The Class B Purchaser will have available to it at the Closing sufficient funds to enable it to pay in full at the Closing (or if requested by the Company pursuant to Section 2.02(a), on the Business Day prior to the execution and delivery Closing Date) the entire amount of this Agreement, the Class B Purchase Price in immediately available funds. (c) The Class B Purchaser has delivered to the Company true a correct and complete copies copy of the following commitment letters, which are unamended as of the date hereof, evidencing: (i) the availability of committed credit facilities pursuant to an executed commitment letter (the “Commitment Letter”) dated February 15, 2008 made by Mxxxxx Sxxxxxx Bank International Limited and its affiliates (collectively the “Lenders”) in favour of 6922767 Holding SARL, and (ii) an equity commitment pursuant to an executed equity commitment letter (the “Equity Commitment Letter”) dated February 22, 2008 made by FR Horizon AIV, L.P. ,” and the equity financing set forth therein (the “Equity SponsorFinancing”)) from the Sponsor to provide Equity Financing at the Closing (or if requested by the Company pursuant to Section 2.02(a), on the Business Day prior to the Closing Date) in favour an amount equal to the Class B Purchase Price and payment of all fees and expenses of the Purchaser, pursuant to which Class B Purchaser due and payable at the Lenders, in the case of the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, have committed to provide the Purchaser with debt and equity financing in the amounts of US$850,000,000 and Cdn$1,643,000,000, respectively, subject to the terms thereofClosing. The commitments described in the Commitment Letter and the Equity Commitment Letter are not subject to any condition precedent other than provides that each of the conditions expressly set forth thereinCompany and NEP is a third party beneficiary thereof. As of the date hereof of this Agreement, (Ai) each of the Commitment Letter and the Equity Commitment Letter is in full force and effect and is has not been amended or modified in any respect and (ii) the commitments contained in the Equity Commitment Letter have not been withdrawn, modified, reduced, or rescinded in any respect. As of the date hereof, the Equity Commitment Letter constitutes a legalvalid, valid binding, and binding enforceable obligation of the Class B Purchaser and, to the knowledge Knowledge of the Class B Purchaser, the LendersEquity Commitment constitutes a valid, in the case binding, and enforceable obligation of the Commitment Letter, and Sponsor to provide the Equity SponsorFinancing contemplated thereby, subject only to the satisfaction or waiver of the conditions set forth therein in accordance with the case terms thereof, except as may be limited by Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding at law or in equity). There are no side letters, other agreements, or other arrangements that would permit the Sponsor to reduce 853970-WILSR01A - MSW the amount of the Equity Commitment Letter, (B) no amendment Financing or modification to either that would otherwise adversely affect the Commitment Letter or availability of the Equity Commitment Letter is contemplatedFinancing on the Closing Date. As of the date of this Agreement, and (C) no event has occurred whichthat, with or without notice, lapse of time time, or both, would constitute a default or breach on the part of the Class B Purchaser under the Equity Commitment Letter or, to the Knowledge of the Class B Purchaser, any other party to the Equity Commitment Letter. The Class B Purchaser has fully paid any and all commitment fees or other fees required by the Equity Commitment Letter, respectivelyany related fee letter, and any other document entered into in connection with, or excuse related thereto, to be paid on or before the Lenders or date of this Agreement. (d) The aggregate proceeds from the Equity Sponsor from their commitments thereunder. As of Financing plus the date hereof (assuming the accuracy of Reimbursable Fee constitute all of the representations financing required by the Class B Purchaser to consummate the transactions, and warranties satisfy their obligations, contemplated by this Agreement, including the payment of the Company in this Agreement and Class B Purchase Price at the compliance Closing (or if requested by the Company of its obligations under this Agreementpursuant to Section 2.02(a), on the Purchaser does not believe that it shall be unable Business Day prior to satisfy on a timely basis any term or condition the Closing Date) and payment of closing all fees and expenses of the financing to be satisfied by it contained in Class B Purchaser due and payable at the Commitment Letter or the Closing. The Equity Commitment Letter and is not aware of any existing fact, occurrence or state of events that may cause any contains all of the terms or conditions of closing of such financings not to be met so as to enable the Purchaser to draw down in full the amounts committed thereunder or of any impediment precedent to the funding of the cash payment obligations of the Purchaser under the Arrangement. Assuming the financing contemplated in the Commitment Letter and Sponsor to make the Equity Commitment Letter is funded, the net proceeds contemplated by the Commitment Letter and the Equity Commitment Letter shall in the aggregate be sufficient for the Purchaser to pay the aggregate Consideration to be paid pursuant Financing available to the Arrangement Class B Purchaser at or prior to the Closing, and any there are no other amounts required conditions precedent to be paid by the Purchaser in connection with the consummation of the transactions contemplated by this Agreement and to pay all related fees and expensessuch funding.

Sufficient Funds. Prior to the execution and delivery of this Agreement, the Purchaser has (a) The Class B Purchasers have delivered to the Company true correct and complete copies of the following commitment letters, which are unamended as of the date hereof, evidencing: (i) the availability executed Credit Agreement (including the schedules and exhibits thereto, and any related fee letters (subject to customary redaction of committed credit facilities fees and flex provisions, but only to the extent relating exclusively to pricing terms by the Financing Parties party thereto) in connection therewith), among the Class B Purchasers and lenders party thereto, pursuant to which the lenders party thereto have severally committed to provide the debt financing set forth therein in an executed commitment letter aggregate amount of at least $600 million U.S. dollars ($600,000,000) at the Closing (“Commitment LetterDebt Financing”) dated February 15, 2008 made by Mxxxxx Sxxxxxx Bank International Limited and its affiliates (collectively the “Lenders”) in favour of 6922767 Holding SARL), and (ii) an equity commitment pursuant to an the executed equity commitment letter (the “Equity Commitment Letter”) dated February 22,” and the equity financing set forth therein (“Equity Financing,” and together with the Debt Financing, 2008 made by FR Horizon AIV, L.P. (the “Financing”)) from the Sponsor to provide Equity Sponsor”Financing of at least $319.75 million U.S. dollars ($319,750,000) in favour at the Closing. The Equity Commitment Letter provides that each of the Purchaser, pursuant to which the Lenders, in the case Company and NEP is a third party beneficiary thereof. (b) As of the date of this Agreement, (i) each of the Credit Agreement, the Equity Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, have committed to provide the Purchaser with debt and equity financing in the amounts of US$850,000,000 and Cdn$1,643,000,000, respectively, subject to the terms thereof. The commitments described in the Commitment Letter and the Equity Commitment Letter are not subject to any condition precedent other than the conditions expressly set forth therein. As of the date hereof (A) each of the Commitment Letter and the Equity Commitment Letter Issuer Agreement is in full force and effect and is a legalhas not been amended or modified in any respect and (ii) the respective commitments contained in the Credit Agreement and the Equity Commitment Letter have not been withdrawn, valid and binding obligation modified, reduced, or rescinded in any respect. As of the Purchaser anddate hereof, to the knowledge each of the PurchaserCredit Agreement, the Lenders, in the case of the Equity Commitment Letter, and the Equity SponsorIssuer Agreement constitutes a valid, in binding, and enforceable obligation of the case Class B Purchasers, and, to the Knowledge of the Class B Purchasers, each of the Credit Agreement and the Issuer Agreement constitutes a valid, binding, and enforceable obligation of the applicable Financing Parties and the Equity Commitment LetterLetter constitutes a valid, binding, and enforceable obligation of the Sponsor to provide the Financing contemplated thereby, subject, in each case, only to the satisfaction or waiver of the conditions set forth therein in accordance with the terms thereof, except, in each case, as may be limited by Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (B) no amendment whether considered in a proceeding at law or modification to either in equity). Each of the Credit Agreement and the Equity Commitment Letter constitutes the entire agreement between the parties thereto related to the Financings contemplated thereby, and there are no side letters, other agreements, or other arrangements that would permit the applicable parties to the Credit Agreement or the Equity Commitment Letter is contemplatedto reduce the amount of the Financing or that would otherwise affect the availability of the Financing on the Closing Date. As of the date of this Agreement, and (C) no event has occurred whichthat, with or without notice, lapse of time or both, would or would reasonably be expected to (A) constitute a default or breach on the part of the Purchaser Class B Purchasers under the Credit Agreement or the Equity Commitment Letter or, to the Knowledge of the Class B Purchasers, any other party to the Credit Agreement or the Equity Commitment Letter, respectively, (B) constitute or excuse result in a failure to satisfy a condition or other contingency set forth in the Lenders Credit Agreement or the Equity Sponsor from their commitments thereunder. As Commitment Letter, or (C) otherwise result in any portion of the date hereof (assuming Financing not being available. The Class B Purchasers have fully paid any and all commitment fees or other fees required by the accuracy of all of the representations and warranties of the Company in this Credit Agreement and the compliance by Equity Commitment Letter, any related fee letter, and any other document entered into in connection with, or related thereto, to be paid on or before the Company date of its obligations under this Agreement). (c) The aggregate proceeds from the Financing, assuming such proceeds are funded in accordance with the Purchaser does not believe that it shall be unable to satisfy on a timely basis any term or condition terms of closing of the financing to be satisfied by it contained in the Commitment Letter or the Equity Commitment Letter and is the Credit Agreement, constitute all of the financing required by the Class B Purchasers to consummate the transactions, and satisfy their obligations, contemplated by this Agreement, including the payment of the Class B Purchase Price at the Closing and payment of all fees and expenses of the Class B Purchasers due and payable at the Closing. The Credit Agreement contains all of the conditions precedent to the obligations of the Financing Parties thereunder to make the Debt Financing contemplated thereby available to Class B Purchasers at or prior to the Closing, there are no other conditions precedent to such funding, and the Class B Purchasers do not aware know of any existing fact, occurrence facts or state circumstances that could reasonably be expected to result in the failure of events that may cause any of the terms or conditions of closing of such financings not set forth in the Credit Agreement to be met so as to enable satisfied at the Purchaser to draw down in full Closing. The Equity Commitment Letter contains all of the amounts committed thereunder or of any impediment conditions precedent to the funding of the cash payment obligations of the Purchaser under Sponsor to make the Arrangement. Assuming Equity Financing available to Class B Purchasers at or prior to the financing contemplated Closing, there are no other conditions precedent to such funding, and the Class B Purchasers do not know of any facts or circumstances that could reasonably be expected to result in the Commitment Letter and failure of any of the conditions set forth in the Equity Commitment Letter is funded, the net proceeds contemplated by the Commitment Letter and the Equity Commitment Letter shall in the aggregate be sufficient for the Purchaser to pay the aggregate Consideration to be paid pursuant to satisfied at the Arrangement and any other amounts required to be paid by the Purchaser in connection with the consummation of the transactions contemplated by this Agreement and to pay all related fees and expensesClosing.

Sufficient Funds. Prior to the execution and delivery of this Agreement, the Purchaser (a) Parent has delivered to the Company true (1) a true, correct and complete copies copy of the following executed debt commitment letter (including all exhibits, schedules and annexes thereto, the “Debt Commitment Letter”) from the Debt Financing Sources party thereto, together with any related fee letters, engagement letters and other agreements (provided that, solely with respect to any such fee letters, the fee amounts (none of which are unamended affects conditionality) may be redacted from such true, correct and complete copies), pursuant to which, and subject to the terms and conditions thereof, the Debt Financing Sources party thereto have committed to lend the aggregate amount of debt financing set forth therein to Parent or Acquisition Sub for the purpose of funding the transactions contemplated by this Agreement (together with any substitute debt financing pursuant to Section 6.11(c), the “Debt Financing”), and (2) a true, correct and complete copy of the executed equity commitment letter, dated as of the date hereof, evidencing: (i) the availability of committed credit facilities pursuant to an executed commitment letter (the “Commitment Letter”) dated February 15, 2008 made by Mxxxxx Sxxxxxx Bank International Limited and its affiliates (collectively the “Lenders”) in favour of 6922767 Holding SARL, and (ii) an equity commitment pursuant to an executed equity commitment letter hereof (the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Financing Commitments”) dated February 22from Shoreview Capital Partners IV, 2008 made by FR Horizon AIVLP, L.P. a Delaware limited partnership (the “Equity SponsorGuarantor”) in favour of the Purchaser, pursuant to which the Lenders, in the case of the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, have Guarantor has committed to provide the Purchaser with debt and equity financing in the amounts of US$850,000,000 and Cdn$1,643,000,000, respectivelyinvest, subject to the terms thereofand conditions therein, the amounts set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The commitments described in the Commitment Letter and the Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof. (b) The Financing Commitments are not subject to any condition precedent other than the conditions expressly set forth therein. As of the date hereof (A) each of the Commitment Letter and the Equity Commitment Letter is in full force and effect and have not been withdrawn or terminated or otherwise amended, supplemented or modified in any respect. Each of the Financing Commitments, in the form so delivered, is a legal, valid and binding obligation of the Purchaser Parent and Acquisition Sub and, to the knowledge Knowledge of Parent, the other parties thereto and enforceable in accordance with their respective terms against Parent and Acquisition Sub and, to the Knowledge of Parent, against each of the Purchaserother parties thereto (except to the extent that enforceability may be limited by the applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the Lendersenforcement of creditors’ rights generally or by general principles of equity). There are no engagement letters, side letters, contracts or other agreements, contracts or arrangements relating to the Financing Commitments (other than customary engagement and fee credit letters with respect to any offering of debt securities referenced in the case of the Debt Commitment Letter, and in each case that does not impact the Equity Sponsor, in the case conditionality or amount of the Equity Commitment LetterFinancing and would not reasonably be expected to prevent, (B) no amendment impair or modification to either delay the Commitment Letter or consummation of the Equity Commitment Letter is contemplated, and (C) no Financing). No event has occurred which, with or without notice, lapse of time or both, (i) would constitute a default or breach on the part of Parent or Acquisition Sub, or, to the Purchaser Knowledge of Parent, on the part of any other party thereto under any term, (ii) would or would reasonably be expected to, result in a failure of any condition to the full funding under the Commitment Letter Financing Commitments or the Equity Commitment Letter(iii) would or would reasonably be expected to, respectively, or excuse the Lenders or the Equity Sponsor from their commitments thereunder. As otherwise result in any portion of the date hereof (assuming Financing contemplated thereby to be unavailable on a timely basis, and in any event, not later than the accuracy of all of the representations and warranties of the Company in this Agreement and the compliance by the Company of its obligations under this Agreement), the Purchaser does not Closing. Neither Parent nor Acquisition Sub has reason to believe that it shall be will unable to satisfy on a timely basis basis, and in any event, not later than the Closing, any term or condition of closing of the financing Financing Commitments required to be satisfied by it contained in the Commitment Letter it. Parent and/or Acquisition Sub have fully paid any and all commitment fees or the Equity Commitment Letter and is not aware of any existing fact, occurrence or state of events that may cause any of the terms or conditions of closing of such financings not to be met so as to enable the Purchaser to draw down in full the amounts committed thereunder or of any impediment to the funding of the cash payment obligations of the Purchaser under the Arrangement. Assuming the financing contemplated in the Commitment Letter and the Equity Commitment Letter is funded, the net proceeds contemplated other fees required by the Commitment Letter and the Equity Commitment Letter shall in the aggregate be sufficient for the Purchaser to pay the aggregate Consideration Financing Commitments to be paid pursuant on or before the date of this Agreement. The aggregate proceeds from the Financing (after netting out applicable fees, expenses, original issue discount and similar premiums and charges and after giving effect of the maximum amount of “flex” (including any original issue discount flex) provided for under the Debt Financing) when funded in accordance with the Financing Commitments are sufficient to (i) fund all of the Arrangement and any other amounts required to be paid provided by the Purchaser in connection with Parent for the consummation of the transactions contemplated by hereby and (ii) satisfy of all of Parent’s and Acquisition Sub’s obligations under this Agreement Agreement, including the payment of the Aggregate Merger Consideration, the Debt Payoff Amount and any amounts payable pursuant to pay Section 3.3, and the payment of all related associated costs and Expenses of the Merger (including any fees and expensesexpenses related to the transactions contemplated hereby, including the Financing). There are no conditions precedent or contingencies related to the funding or investing, as applicable, of the full amount of the Financing at or prior to the Closing, other than as expressly set forth in or contemplated by the Financing Commitments. (c) Neither Parent nor Acquisition Sub has Knowledge of any direct or indirect limitation or other restriction on the ability of the lender parties in the Debt Financing to provide financing for other potential purchasers of the Company.

Sufficient Funds. Prior Buyer will have available to it at the execution Closing sufficient funds to enable Buyer to consummate the Transactions and delivery of this Agreementto satisfy its obligations hereunder and thereunder, including the Purchaser obligations pursuant to Section 3.9(a) and Section 3.10(c)(i). Buyer has delivered to the Company true true, correct and complete copies of the following commitment lettersletter, which are unamended dated as of the date hereofJuly 18, evidencing: (i) the availability 2017, from Xxxxxx Xxxxxxx Senior Funding, Inc., Bank of committed credit facilities pursuant to an executed commitment letter America, N.A. and Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated (the “Commitment LetterParties”) dated February 15), 2008 made by Mxxxxx Sxxxxxx Bank to Crown Castle International Limited and its affiliates (collectively the “Lenders”) in favour of 6922767 Holding SARL, and (ii) an equity commitment pursuant to an executed equity commitment letter Corp. (the “Equity Debt Commitment Letter”) dated February 22, 2008 made by FR Horizon AIV, L.P. (the “Equity Sponsor”) in favour of the Purchaser), pursuant to which the LendersCommitment Parties have committed, upon the terms and subject to the conditions set forth therein (subject to any “market flex” provisions included in the case fee letter dated as of the Commitment LetterJuly 18, and the Equity Sponsor, 2017 referred to in the case Debt Commitment Letter (the “Fee Letter”), a true and complete copy of which has been delivered to the Equity Commitment LetterCompany with fees, have committed economic terms and “market flex” provisions redacted), to provide the Purchaser with debt and equity financing set forth in the amounts of US$850,000,000 and Cdn$1,643,000,000, respectively, subject to Debt Commitment Letter (the terms thereof“Financing”). The commitments described in the Commitment Letter and the Equity Commitment Letter are not subject to any condition precedent other than the conditions expressly set forth therein. As of the date hereof (A) each of the Commitment Letter and the Equity Debt Commitment Letter is (i) in full force and effect and is a effect, (ii) the legal, valid and binding obligation of the Purchaser Crown Castle International Corp. and, to the knowledge Knowledge of the PurchaserBuyer, the Lenders, in the case of each of the Commitment LetterParties, and (iii) to the Equity SponsorKnowledge of Buyer, Enforceable in accordance with its terms against the case Commitment Parties. As of the Equity date hereof, no Commitment Letter, (B) no amendment Party has notified Buyer or modification any of its Affiliates of its intention to either terminate the Debt Commitment Letter or not to provide its applicable portion of the Equity Financing. The Debt Commitment Letter is contemplatedconstitutes the entire and complete agreement between the parties thereto with respect to the Financing and has not been amended, modified or terminated prior to the date hereof. Other than the Debt Commitment Letter and the Fee Letter related thereto, neither Buyer nor any of its Affiliates has entered into any side letter or other Contract that would affect the amount, timing or availability of, or conditionality applicable to, the Financing. The commitments contained in the Debt Commitment Letter have not been reduced, withdrawn or rescinded as of the date of this Agreement, and (C) no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach under any term or condition of the Debt Commitment Letter on the part of Crown Castle International Corp. or, to the Purchaser under Knowledge of Buyer, any of the Commitment Letter or Parties. To the Equity Commitment LetterKnowledge of Buyer, respectively, or excuse the Lenders or the Equity Sponsor from their commitments thereunder. As of the date hereof (assuming the accuracy of all of the representations and warranties set forth in Article IV and Article V such that the condition set forth in Section 8.2(a) is satisfied and the satisfaction of the Company other conditions set forth in this Agreement and Section 8.1 or 8.2, there is no fact, occurrence or condition that would make any of the compliance by assumptions or statements set forth in the Company Debt Commitment Letter inaccurate in any material respect or that would cause the commitments provided in the Debt Commitment Letter to be terminated, reduced or ineffective or any of the conditions contained therein not to be met. The consummation of the Financing is subject to no conditions precedent or contingencies other than those expressly set forth in the Debt Commitment Letter. Neither Buyer nor any of its obligations under this Agreement), the Purchaser does not Affiliates has any reason to believe that it shall or any other party to the Debt Commitment Letter will be unable to satisfy on a timely basis any term thereof that could affect the amount, timing or condition of closing of availability of, or conditionality applicable to, the financing Financing. All commitments and other fees required to be satisfied by it contained in paid under the Debt Commitment Letter or the Equity Commitment Letter and is not aware of any existing fact, occurrence or state of events that may cause any of the terms or conditions of closing of such financings not to be met so as to enable the Purchaser to draw down in full the amounts committed thereunder or of any impediment prior to the funding of the cash payment obligations of the Purchaser under the Arrangementdate hereof have been paid in full. Assuming the financing contemplated accuracy of the representations and warranties set forth in Article IV and Article V such that the Commitment Letter condition set forth in Section 8.2(a) is satisfied and the Equity Commitment Letter is fundedsatisfaction of the other conditions set forth in Section 8.1 or Section 8.2, the net aggregate proceeds contemplated by the Debt Commitment Letter when funded, together with other cash-on-hand and the Equity Commitment Letter shall in the aggregate available capacity under Buyer’s revolving credit facility, would be sufficient for the Purchaser Buyer to pay the aggregate Consideration to be paid pursuant payments set forth in Section 3.9(a). Notwithstanding anything to the Arrangement contrary contained herein, Buyer expressly acknowledges and agrees that Buyer’s obligations hereunder are not conditioned in any other amounts required to be paid by the Purchaser in connection with the consummation of the transactions contemplated by this Agreement and to pay all related fees and expensesmanner upon Buyer obtaining any financing.

Sufficient Funds. Prior (a) As of the date of this Agreement, Parent has delivered to the execution Company true, correct and delivery complete copies of the executed commitment letter dated as of the date hereof (collectively, the “Debt Commitment Letter”; provided, that for purposes of this Agreement, the Purchaser has delivered Debt Commitment Letter shall also include, after the date hereof, to the extent alternative financing from alternative financial institutions is obtained in accordance with Section 8.06(d), any commitment letters executed by such alternative financial institutions in respect of such alternative financing) from the Committed Financing Sources referenced therein; provided, that for purposes of this Agreement, the Committed Financing Sources shall also include, after the date hereof, to the extent alternative financing from alternative financial institutions is obtained in accordance with Section 8.06(d), any such alternative financial institution, together with executed fee letters referenced in the Debt Commitment Letter (collectively, the “Debt Fee Letters”) (it being understood that any such fee letter provided to the Company true shall be redacted to omit the amount of fees, other numerical amounts and complete copies “flex provisions” provided therein and any other customarily redacted provisions provided therein (none of which would adversely affect the amount, conditionality or availability or termination of the following commitment lettersCommitted Financing)), which are unamended as pursuant to which, and subject only to the terms and conditions expressly set forth therein, the Committed Financing Sources have committed to lend the amounts set forth therein to Parent and/or Merger Sub for the purpose of funding the transactions contemplated by this Agreement (the “Committed Financing”); provided, that for purposes of this Agreement, the Committed Financing shall also include, after the date hereof, to the extent Alternative Committed Financing from alternative financial institutions is obtained in accordance with this Agreement, any such Alternative Committed Financing. As of the date hereof, evidencing: other than the Debt Fee Letters, there are no side letters or other agreements, contracts or arrangements (except for customary engagement letters in respect of the Committed Financing and side letters or other agreements, contracts or arrangements expressly set forth in the Debt Commitment Letter) to which Parent or Merger Sub is a party relating to the Debt Commitment Letter. (b) As of the date hereof, (i) the availability of committed credit facilities pursuant to an executed commitment letter (the “Commitment Letter”) dated February 15, 2008 made by Mxxxxx Sxxxxxx Bank International Limited and its affiliates (collectively the “Lenders”) in favour of 6922767 Holding SARL, and (ii) an equity commitment pursuant to an executed equity commitment letter (the “Equity Commitment Letter”) dated February 22, 2008 made by FR Horizon AIV, L.P. (the “Equity Sponsor”) in favour of the Purchaser, pursuant to which the Lenders, in the case of the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, have committed to provide the Purchaser with debt and equity financing in the amounts of US$850,000,000 and Cdn$1,643,000,000, respectively, subject to the terms thereof. The commitments described in the Commitment Letter and the Equity Commitment Letter are not subject to any condition precedent other than the conditions expressly set forth therein. As of the date hereof (A) each of the Commitment Letter and the Equity Debt Commitment Letter is in full force and effect and has not been withdrawn or terminated or otherwise amended, supplemented or modified in any manner that would affect the amount, availability or conditionality of the Committed Financing and (ii) no such amendment, supplement or modification that is or would reasonably be expected to be adverse to the Company is contemplated. The Debt Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of the Purchaser Parent and Merger Sub and, to the knowledge of Parent as of the Purchaserdate hereof, the Lendersother parties thereto, in the case except as such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights or to general principles of equity. As of the Commitment Letterdate hereof, and the Equity Sponsor, in the case of the Equity Commitment Letter, (B) no amendment or modification to either the Commitment Letter or the Equity Commitment Letter is contemplated, and (C) no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Merger Sub under any term, or a failure of any condition (assuming satisfaction of the Purchaser under conditions in Sections 4.01 and 4.03), of the Commitment Letter or the Equity Debt Commitment Letter, respectivelyor otherwise result in the Committed Financing being unavailable or delayed. There are no conditions precedent or other contingencies relating to the funding of the full amount of the Committed Financing, or excuse other than as set forth in the Lenders or the Equity Sponsor from their commitments thereunderDebt Commitment Letter. As of the date hereof (assuming the accuracy of all of the representations and warranties of the Company in this Agreement and the compliance by the Company of its obligations under this Agreement)hereof, the Purchaser does not neither Parent nor Merger Sub has reason to believe that it shall would be unable to satisfy on a timely basis any term or condition of closing to Closing of the financing Debt Commitment Letter required to be satisfied by it contained in it, nor does Parent have knowledge, as of the date of this Agreement, that any of the Committed Financing Sources will not perform the respective funding obligations under the Debt Commitment Letter in accordance with its terms and conditions. Parent and Merger Sub have fully paid any and all commitment fees or other fees that are due and payable on or before the Equity date of this Agreement pursuant to the Debt Commitment Letter and is not aware will have fully paid on or prior to the Closing any and all commitment fees or other fees as they become due and payable after the date of any existing fact, occurrence or state of events that may cause any this Agreement pursuant to the Debt Commitment Letter. (c) Assuming the accuracy of the terms or conditions of closing of such financings not to be met so as to enable the Purchaser to draw down representations and warranties in full the amounts committed thereunder or of any impediment Article V to the funding extent necessary to satisfy the conditions in Section 4.01(a) and 4.01(b) and the performance of the cash payment Company of its obligations of the Purchaser under the Arrangement. Assuming the financing contemplated in the Commitment Letter and the Equity Commitment Letter is fundedthis Agreement, the net proceeds of the Committed Financing, when and if funded in accordance with the Debt Commitment Letter, together with Parent’s cash on hand, will be, in the aggregate, sufficient to (i) make all payments contemplated by this Agreement in connection with the Commitment Letter and Merger (including the Equity Commitment Letter shall in the aggregate be sufficient for the Purchaser to pay the aggregate Consideration to be paid payment of all amounts payable pursuant to Article II in connection with or as a result of the Arrangement Merger) and any other amounts (ii) pay all fees and expenses required to be paid at the Closing by the Purchaser Parent or Merger Sub in connection with the consummation of the transactions contemplated by this Agreement and to pay all related fees and expensesMerger.

Sufficient Funds. Parent and Merger Sub collectively have, and Parent will make available to Merger Sub, sufficient funds to consummate the Transactions (including sufficient funds (a) to pay the aggregate Merger Consideration pursuant to Article III, (b) to make all required payments in respect of the Company Options and Restricted Stock pursuant to Section 3.4, (c) to perform Parent's and Merger Sub's other payment obligations required to be performed prior to and including the Effective Time under this Agreement and (d) to pay all fees, expenses and other amounts related to the Transactions payable by either of them). Prior to the execution and delivery of this Agreement, the Purchaser Parent has delivered to the Company true a complete, correct and complete copies executed copy of the following commitment lettersEquity Commitment Letter to provide equity financing for the Transactions in an aggregate amount set forth therein (the "Equity Financing"), including all exhibits, schedules or amendments thereto, which are unamended have not been amended or modified (and no such amendment or modification is contemplated) as of the date hereof, evidencing: (i) the availability of committed credit facilities pursuant to an executed commitment letter (the “Commitment Letter”) dated February 15, 2008 made by Mxxxxx Sxxxxxx Bank International Limited and its affiliates (collectively the “Lenders”) in favour of 6922767 Holding SARL, and (ii) an equity commitment pursuant to an executed equity commitment letter (the “Equity Commitment Letter”) dated February 22, 2008 made by FR Horizon AIV, L.P. (the “Equity Sponsor”) in favour of the Purchaser, pursuant to which the Lenders, in the case of the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, have committed to provide the Purchaser with debt and equity financing in the amounts of US$850,000,000 and Cdn$1,643,000,000, respectively, subject to the terms thereof. The commitments described in the Commitment Letter and the Equity Commitment Letter are not subject to any condition precedent other than the conditions expressly set forth thereinthis Agreement. As of the date hereof (A) each of this Agreement, the commitment contained in the Equity Commitment Letter has not been withdrawn or rescinded in any respect. As of the Commitment Letter and date of this Agreement, the Equity Commitment Letter is in full force and effect and is a effect, constitutes legal, valid and binding obligation obligations of the Purchaser Parent and, to Parent's Knowledge, the knowledge other parties thereto, and is enforceable in accordance with its terms against Parent and Merger Sub, as applicable, and, to Parent's Knowledge, the other parties thereto (in each case, as may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting or relating to the enforcement of creditors' rights generally and general principles of equity). As of the Purchaserdate of this Agreement, neither Parent or Merger Sub nor, to Parent's Knowledge, any other party to the Lenders, Equity Commitment Letter is in the case breach of any of the Commitment Letter, and the Equity Sponsor, terms or conditions set forth in the case of the Equity Commitment Letter, (B) no amendment or modification to either the Commitment Letter or the Equity Commitment Letter is contemplated, and (C) no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or breach failure to satisfy any condition precedent set forth therein. There is no fact or occurrence existing on the part date of this Agreement that, with or without notice, lapse of time or both, could reasonably be expected to (a) make any of the Purchaser under assumptions or any of the Commitment Letter or statements set forth in the Equity Commitment LetterLetter inaccurate, respectively, or excuse (b) result in any of the Lenders or conditions in the Equity Sponsor from their commitments thereunderCommitment Letter not being satisfied, (c) cause the Equity Commitment Letter to be ineffective or (d) otherwise result in the Equity Commitment Letter not being available on a timely basis in order to consummate the Transactions. As of the date hereof (assuming the accuracy of all of the representations and warranties of the Company in this Agreement and the compliance by the Company Agreement, Sponsor has not notified Parent of its obligations under this Agreement), intention to terminate the Purchaser does not believe that it shall be unable to satisfy on a timely basis Equity Commitment Letter. Parent has paid in full any term and all commitment or condition of closing of the financing to be satisfied other fees required by it contained in the Commitment Letter or the Equity Commitment Letter and is not aware of any existing fact, occurrence or state of events that may cause any are due as of the terms date of this Agreement, and will pay, after the date of this Agreement, all such commitments and fees as they become due. There are no side letters, understandings or conditions of closing of such financings not other agreements or arrangements relating to be met so as to enable the Purchaser to draw down in full the amounts committed thereunder or of any impediment to the funding of the cash payment obligations of the Purchaser under the Arrangement. Assuming the financing contemplated in the Commitment Letter and the Equity Commitment Letter to which Parent or any of its Affiliates is funded, a party other than as set forth in the net proceeds contemplated by the Equity Commitment Letter. The Equity Commitment Letter contains all of the conditions precedent or other contingencies to the obligations of the parties thereunder to make Equity Financing available to Parent and Merger Sub on the terms therein. Subject to the satisfaction of the conditions contained in Sections 7.1 and 7.2, as of the date of this Agreement Parent and Merger Sub have no reason to believe that any of the conditions precedent to the Equity Financing as set forth in the Equity Commitment Letter shall in the aggregate will not be sufficient for the Purchaser to pay the aggregate Consideration to be paid pursuant to the Arrangement and any other amounts required to be paid by the Purchaser satisfied in connection with the consummation of the transactions contemplated Transactions or that the Equity Financing will not be available to Parent on the Closing Date; provided, however, that it is agreed that it is not a condition to Closing under this Agreement, for Parent to obtain the financing pursuant to the Equity Commitment Letter or any alternative financing. Parent and Merger Sub have obtained the consent of the other parties under the Equity Commitment Letter to publicly file the Equity Commitment Letter with the SEC if requested by this Agreement and to pay all related fees and expensesthe SEC or required by Law.

Sufficient Funds. Prior (a) Assuming (i) the accuracy of the representations and warranties of the Company in Section 5.5(a) and Section 5.7(b) and (ii) that the Financing is funded in accordance with the Commitment Letters, Parent and Merger Sub, together, as of the Effective Time will have, together with the other funds available to Parent and Merger Sub, all of the execution funds necessary to consummate the Merger and delivery the other Transactions and satisfy in full all obligations of Parent and Merger Sub hereunder, including (A) payment of the amounts payable pursuant to Article IV and (B) payment of all other fees and expenses of the Company, the Surviving Corporation, Parent, and Merger Sub in connection with the Merger and the other Transactions (collectively, “Financing Purposes”). (b) As of the date of this Agreement, the Purchaser has delivered to the Company true Parent and complete copies of the following commitment letters, which are unamended as of the date hereof, evidencing: Merger Sub have received (i) the availability of committed credit facilities pursuant to an executed commitment letter (the “Commitment Letter”) dated February 15, 2008 made by Mxxxxx Sxxxxxx Bank International Limited and its affiliates (collectively the “Lenders”) in favour of 6922767 Holding SARL, and (ii) an equity commitment pursuant to an executed equity commitment letter dated as of date of this Agreement (the “Equity Commitment Letter”) dated February 22from the equity financing sources party thereto ( the “Equity Financing Sources”) pursuant to which the Equity Financing Sources have committed to provide the amount of cash equity financing as set forth in the Equity Commitment Letter, 2008 made by FR Horizon AIV, L.P. subject to the terms and conditions set forth therein (the “Equity SponsorFinancing”), and (ii) an executed debt commitment letter and executed fee letter associated therewith, each dated as of date of this Agreement (such commitment letter, and all attached exhibits, schedules, annexes that are delivered on date of this Agreement and amendments thereto permitted by the terms hereof and any fee letter delivered on date of this Agreement (which fee letter may be redacted as described below), collectively, the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Commitment Letters”) in favour of from the Purchaserlenders party thereto (collectively, the “Lenders”), pursuant to which the LendersLenders have committed, subject to the terms and conditions set forth in the case of the Debt Commitment Letter, and to provide to Parent the amount of financing set forth in the Debt Commitment Letter (the “Debt Financing” and, together with the Equity SponsorFinancing, the “Financing”), for the Financing Purposes. The Equity Commitment Letter provides that the Company is an express third-party beneficiary thereto, solely for the purpose of seeking, and is entitled to seek, specific performance of Parent’s right to cause the Equity Commitment (as defined in the Equity Commitment Letter) to be funded thereunder (but in such case only as and to the extent permitted pursuant to, and subject to the terms and conditions of, the Equity Commitment Letter and Section 10.5(f)), and for no other purpose (including, without limitation, any claim for monetary damages) and, in connection therewith, the case Company has the right to an injunction, or other appropriate form of specific performance or equitable relief, to cause Parent and Merger Sub to cause, or to directly cause, the Equity Financing Sources to fund, directly or indirectly, the Equity Commitment as, and to the extent permitted by, the Equity Commitment Letter, have committed in each case, when all of the conditions to provide funding the Purchaser with debt and equity financing Equity Commitment set forth in the amounts of US$850,000,000 and Cdn$1,643,000,000, respectively, subject to the terms thereof. The commitments described in the Commitment Letter and the Equity Commitment Letter are not subject have been satisfied and as permitted by the exercise of the Company’s rights under Section 10.5(f). A true, correct and complete copy of each fully executed Commitment Letter as in effect on date of this Agreement has been provided to the Company. A true, correct and complete copy of each fee letter and engagement letter related to the Debt Commitment Letter as in effect on date of this Agreement has been provided to the Company, except that the fees and other commercially sensitive information therein (including provisions in such fee letter related solely to fees, “flex terms” and economic terms) may have been redacted; provided, however, that no redacted term provides that the aggregate amount or net cash proceeds of the Financing set forth in the unredacted portion of the Debt Commitment Letter could be reduced below the amount necessary to consummate the Merger and the other Transactions, or adds any condition precedent conditions, contingencies or affects the availability of all or any portion of the Debt Financing (other than any fees, expenses, original issue discounts and similar premiums and charges) or the conditions expressly set forth thereinenforceability of the Debt Commitment Letter. Parent and Merger Sub have fully paid (or caused to be paid) all commitment and other fees, if any, required by such Commitment Letters to be paid on or before date of this Agreement. As of the date hereof (A) of this Agreement, each of the Commitment Letter and the Equity Commitment Letter is in full force and effect and is a legal, valid and binding obligation of the Purchaser Parent, Merger Sub and, to the knowledge of Parent, each other party thereto, subject to the PurchaserBankruptcy and Equity Exception, and in full force and effect, has not been (other than as permitted hereunder), amended, modified, withdrawn, terminated or rescinded in any respect, and no event has occurred which (with or without notice, lapse of time or both) would reasonably be expected to constitute a breach thereunder on the Lenderspart of Parent or Merger Sub. There are no side letters or other agreements relating to the Commitment Letters that would (A) impair, in delay or prevent the case consummation of the Transactions, (B) reduce the aggregate amount of the Debt Financing (unless such reduction is matched with an equal increase of the Equity Financing under the Equity Commitment Letter), and (C) impose new or additional conditions or otherwise expand, amend or modify any of the Equity Sponsor, conditions to the receipt of the Debt Financing or (D) otherwise reasonably be expected to adversely affect the ability of Parent or Merger Sub to timely consummate the Transactions. Except as expressly set forth in the case of the Equity Commitment Letter, (B) as of the date hereof, there are no amendment or modification conditions precedent to either the Commitment Letter or obligation of the Equity Commitment Letter Financing Sources to provide the Equity Financing or any contingencies that would permit the Equity Financing Sources to reduce the total amount of Equity Financing. As of date of this Agreement, Parent does not have any reason to believe that any of the conditions to the Financing applicable to it will not be satisfied on a timely basis or that the Financing will not be available to Parent on the date on which the Closing should occur pursuant to Section 1.2. (c) Concurrently with the execution of this Agreement, the Guarantors have delivered to the Company the duly executed Guaranty. The Guaranty is contemplatedin full force and effect, has not been amended or modified, and (C) no is a legal, valid, binding and enforceable obligation of the Guarantors. No event has occurred whichthat, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchaser Guarantors under the Commitment Letter or the Equity Commitment Letter, respectively, or excuse the Lenders or the Equity Sponsor from their commitments thereunder. As of the date hereof (assuming the accuracy of all of the representations and warranties of the Company in this Agreement and the compliance by the Company of its obligations under this Agreement), the Purchaser does not believe that it shall be unable to satisfy on a timely basis any term or condition of closing of the financing to be satisfied by it contained in the Commitment Letter or the Equity Commitment Letter and is not aware of any existing fact, occurrence or state of events that may cause any of the terms or conditions of closing of such financings not to be met so as to enable the Purchaser to draw down in full the amounts committed thereunder or of any impediment to the funding of the cash payment obligations of the Purchaser under the Arrangement. Assuming the financing contemplated in the Commitment Letter and the Equity Commitment Letter is funded, the net proceeds contemplated by the Commitment Letter and the Equity Commitment Letter shall in the aggregate be sufficient for the Purchaser to pay the aggregate Consideration to be paid pursuant to the Arrangement and any other amounts required to be paid by the Purchaser in connection with the consummation of the transactions contemplated by this Agreement and to pay all related fees and expensesGuaranty.

Sufficient Funds. Prior to the execution and delivery of this Agreement, the Purchaser has (a) The Class B Purchasers have delivered to the Company true correct and complete copies of the following commitment letters, which are unamended as of the date hereof, evidencing: (i) the availability executed Credit Agreement (including the schedules and exhibits thereto, and any related fee letters (subject to customary redaction of committed credit facilities fees and flex provisions, but only to the extent relating exclusively to pricing terms by the Financing Parties party thereto) in connection therewith), among the Class B Purchasers and lenders party thereto, pursuant to which the lenders party thereto have severally committed to provide the debt financing set forth therein in an executed commitment letter aggregate amount of six hundred and seventy-five million U.S. dollars ($675,000,000) at the Initial Closing and the Additional Closing (if any) (“Commitment LetterDebt Financing”) dated February 15, 2008 made by Mxxxxx Sxxxxxx Bank International Limited and its affiliates (collectively the “Lenders”) in favour of 6922767 Holding SARL, and (ii) an equity commitment pursuant to an the executed equity commitment letter (the “Equity Commitment Letter”) dated February 22,” and the equity financing set forth therein (“Equity Financing,” and together with the Debt Financing, 2008 made by FR Horizon AIV, L.P. (the “Financing”)) from the Sponsor to provide Equity Sponsor”Financing of at least four hundred and eighty-five million seven hundred thousand U.S. dollars ($485,700,000) in favour of at the Purchaser, pursuant to which the Lenders, in the case of the Commitment Letter, Initial Closing and the Equity Sponsor, in the case of the Equity Commitment Letter, have committed to provide the Purchaser with debt and equity financing in the amounts of US$850,000,000 and Cdn$1,643,000,000, respectively, subject to the terms thereofAdditional Closing (if any). The commitments described in the Commitment Letter and the Equity Commitment Letter are not subject to any condition precedent other than provides that each of the conditions expressly set forth therein. Company and NEP is a third party beneficiary thereof. (b) As of the date hereof Execution Date, (Ai) each of the Commitment Letter Credit Agreement and the Equity Commitment Letter is in full force and effect and is has not been amended or modified in any respect and (ii) the respective commitments contained in the Credit Agreement and the Equity Commitment Letter have not been withdrawn, modified, reduced, or rescinded in any respect. As of the Execution Date, each of the Credit Agreement and the Equity Commitment Letter constitutes a legalvalid, valid binding, and binding enforceable obligation of the Purchaser Class B Purchasers, and, to the knowledge Knowledge of the PurchaserClass B Purchasers, the LendersCredit Agreement constitutes a valid, in the case binding, and enforceable obligation of the Commitment Letter, applicable Financing Parties and the Equity SponsorCommitment Letter constitutes a valid, binding, and enforceable obligation of the Sponsor to provide the Financing contemplated thereby, subject, in each case, only to the case satisfaction or waiver of the conditions set forth therein in accordance with the terms thereof, except, in each case, as may be limited by Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding at law or in equity). Each of the Credit Agreement and the Equity Commitment LetterLetter constitutes the entire agreement between the parties thereto related to the Financings contemplated thereby, (B) and there are no amendment side letters, other agreements, or modification other arrangements that would permit the applicable parties to either the Commitment Letter Credit Agreement or the Equity Commitment Letter is contemplatedto reduce the amount of the Financing or that would otherwise affect the availability of the Financing on the Initial Closing Date or Additional Closing Date (if any). As of the Execution Date, and (C) no event has occurred whichthat, with or without notice, lapse of time or both, would or would reasonably be expected to (A) constitute a default or breach on the part of the Purchaser Class B Purchasers under the Credit Agreement or the Equity Commitment Letter or, to the Knowledge of the Class B Purchasers, any other party to the Credit Agreement or the Equity Commitment Letter, respectively, (B) constitute or excuse result in a failure to satisfy a condition or other contingency set forth in the Lenders Credit Agreement or the Equity Sponsor from their commitments thereunder. As Commitment Letter, or (C) otherwise result in any portion of the date hereof (assuming Financing not being available. The Class B Purchasers have fully paid any and all commitment fees or other fees required by the accuracy of all of the representations and warranties of the Company in this Credit Agreement and the compliance by the Company of its obligations under this Agreement)Equity Commitment Letter, the Purchaser does not believe that it shall be unable to satisfy on a timely basis any term related fee letter, and any 869214.30-WILSR01A - MSW other document entered into in connection with, or condition of closing of the financing related thereto, to be satisfied by it contained paid on or before the Execution Date. (c) The aggregate proceeds from the Financing, assuming such proceeds are funded in accordance with the Commitment Letter or terms of the Equity Commitment Letter and is the Credit Agreement, constitute all of the financing required by the Class B Purchasers to consummate the transactions, and satisfy their obligations, contemplated by this Agreement, including the payment of the Initial Aggregate Class B Purchase Price at the Initial Closing and the Additional Aggregate Class B Purchase Price at the Additional Closing (if any), and payment of all fees and expenses of the Class B Purchasers due and payable at the Initial Closing and the Additional Closing (if any). The Credit Agreement contains all of the conditions precedent to the obligations of the Financing Parties thereunder to make the Debt Financing contemplated thereby available to Class B Purchasers at or prior to the Initial Closing and the Additional Closing (if any), there are no other conditions precedent to such funding, and the Class B Purchasers do not aware know of any existing fact, occurrence facts or state circumstances that could reasonably be expected to result in the failure of events that may cause any of the terms or conditions of closing of such financings not set forth in the Credit Agreement to be met so as to enable satisfied at the Purchaser to draw down in full Initial Closing and the amounts committed thereunder or Additional Closing (if any). The Equity Commitment Letter contains all of any impediment the conditions precedent to the funding of the cash payment obligations of the Purchaser under Sponsor to make the Arrangement. Assuming Equity Financing available to Class B Purchasers at or prior to the financing contemplated Initial Closing and the Additional Closing (if any), there are no other conditions precedent to such funding, and the Class B Purchasers do not know of any facts or circumstances that could reasonably be expected to result in the Commitment Letter and failure of any of the conditions set forth in the Equity Commitment Letter is funded, to be satisfied at the net proceeds contemplated by the Commitment Letter Initial Closing and the Equity Commitment Letter shall in the aggregate be sufficient for the Purchaser to pay the aggregate Consideration to be paid pursuant to the Arrangement and any other amounts required to be paid by the Purchaser in connection with the consummation of the transactions contemplated by this Agreement and to pay all related fees and expensesAdditional Closing (if any).

Sufficient Funds. Prior to the execution and delivery of this Agreement, the Purchaser (a) Parent has delivered to the Company a true and complete copies copy of the following commitment letters, which are unamended as of the date hereof, evidencing: (i) the availability of committed credit facilities pursuant to an fully executed commitment letter (the “Commitment Letter”) dated February 15May 6, 2008 made by Mxxxxx Sxxxxxx Bank International Limited and its affiliates (collectively the “Lenders”) in favour of 6922767 Holding SARL, and (ii) an equity commitment pursuant to an executed equity commitment letter 2018 (the “Equity Commitment Letter”) dated February 22), 2008 made by FR Horizon AIV, L.P. between Parent and the other party thereto (the “Equity SponsorInvestor”) in favour of the Purchaser, pursuant to which the LendersEquity Investor has committed, subject only to the terms and conditions thereof, to invest in Parent the case of amounts set forth therein on the Commitment Letter, and Closing Date (the “Equity Financing”). (b) Assuming the Equity Sponsor, Financing is funded in the case of accordance with the Equity Commitment Letter, have committed to provide the Purchaser with debt accuracy of the representations and equity financing warranties set forth in the amounts of US$850,000,000 and Cdn$1,643,000,000, respectively, subject to the terms thereof. The commitments described in the Commitment Letter this Agreement and the Equity Commitment Letter are not subject performance in all material respects by the Company and the Partnership of their obligations under this Agreement, at the Closing Parent will have sufficient cash on hand to any condition precedent other than consummate the conditions expressly set forth therein. As transactions contemplated by this Agreement and satisfy all of its obligations under this Agreement, including the payment of the date hereof Merger Consideration, any fees and expenses of or payable by Parent, Merger Sub I, Merger Sub II or the Surviving Company, any payments in respect of equity compensation obligations required to be made in connection with the Mergers, and any repayment or refinancing of any outstanding Indebtedness of Parent, the Company, and their respective Subsidiaries required in connection therewith. (Ac) each of the Commitment Letter and the The Equity Commitment Letter is in full force and effect and has not been (and will not be prior to the Closing or valid termination of this Agreement) withdrawn, terminated or rescinded or otherwise amended, supplemented or modified (or is a legalcontemplated to be amended, supplemented or modified) in any respect. The Equity Commitment Letter, in the form delivered to the Company, constitutes the valid and binding obligation of all the Purchaser andparties thereto, to the knowledge of the Purchaser, the Lenders, in the case of the Commitment Letter, enforceable against Parent and the Equity SponsorInvestor in accordance with and subject to its terms and conditions, in the case of the Equity Commitment Letter, (B) no amendment or modification to either the Commitment Letter or the Equity Commitment Letter is contemplated, and (C) no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchaser under the Commitment Letter or the Equity Commitment Letter, respectively, or excuse the Lenders or the Equity Sponsor from their commitments thereunder. As of the date hereof (assuming the accuracy of all of the representations and warranties of the Company in this Agreement and the compliance except as enforceability may be limited by the Company of its obligations under this Agreement), the Purchaser does not believe that it shall be unable to satisfy on a timely basis any term or condition of closing of the financing to be satisfied by it contained in the Commitment Letter or the Equity Commitment Letter Bankruptcy and is not aware of any existing fact, occurrence or state of events that may cause any of the terms or conditions of closing of such financings not to be met so as to enable the Purchaser to draw down in full the amounts committed thereunder or of any impediment to the funding of the cash payment obligations of the Purchaser under the Arrangement. Assuming the financing contemplated in the Commitment Letter and the Equity Commitment Letter is funded, the net proceeds contemplated by the Commitment Letter and the Equity Commitment Letter shall in the aggregate be sufficient for the Purchaser to pay the aggregate Consideration to be paid pursuant to the Arrangement and any other amounts required to be paid by the Purchaser in connection with the consummation of the transactions contemplated by this Agreement and to pay all related fees and expenses.Equity

Sufficient Funds. Prior At the Effective Time, assuming the satisfaction of the closing conditions in Section 7.2 and performance by the Company in all material respects of its obligations under Section 5.1, the net proceeds from the Financing will, together with the cash or cash equivalents available to the execution Company, in the aggregate be sufficient for Merger Sub and delivery the Surviving Corporation to (i) consummate the Merger, (ii) pay or refinance all Company debt that is required to be paid or refinanced upon consummation of the Merger pursuant to the Debt Financing Commitments and (iii) to pay all fees and expenses incurred by Parent, Merger Sub and the Company (including the Special Committee) in connection with this Agreement and the Transaction upon the terms and conditions contemplated by this Agreement. Parent has delivered to the Company, as of the date of this Agreement, the Purchaser has delivered to the Company true true, complete and complete correct copies of the following commitment letters, which are unamended as of the date hereof, evidencing: (i) the availability of committed credit facilities pursuant to an executed commitment letter letters (the “Commitment LetterDebt Financing Commitments”), pursuant to which the lender parties thereto (together with their officers, employees, directors, affiliates, partners, controlling parties, advisors, agents and representatives, the “Financing Sources”) dated February 15have agreed, 2008 made by Mxxxxx Sxxxxxx Bank International Limited subject to the terms and its affiliates conditions thereof, to provide or cause to be provided the debt amounts set forth therein (collectively the “LendersDebt Financing”) in favour of 6922767 Holding SARL), and (ii) an equity commitment pursuant to an executed equity commitment letter (the “Equity Commitment LetterFinancing Commitment”) dated February 22, 2008 made by FR Horizon AIVand together with the Debt Financing Commitments, L.P. (the “Equity SponsorFinancing Commitments”) in favour of the Purchaser), pursuant to which the LendersXxxxxx X. Xxx Equity Fund VI, in the case of the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, L.P. have committed to provide the Purchaser with debt and equity financing in the amounts of US$850,000,000 and Cdn$1,643,000,000, respectivelycommitted, subject to the terms and conditions thereof, to invest the amount set forth therein (the “Equity Financing”, and together with the Debt Financing, the “Financing”). The commitments described Financing Commitments are in full force and effect as of the Commitment Letter date of this Agreement, and are legal, valid and binding obligations of Parent and the Equity Commitment Letter are not subject to any condition precedent other than the conditions expressly set forth thereinparties thereto. As of the date hereof (A) each hereof, no material amendment or material modification of the Commitment Letter Financing Commitments has been or made and the Equity Commitment Letter is respective commitments contained in full force the Financing Commitments have not been withdrawn or rescinded in any respect. Parent or Merger Sub has fully paid any and effect and is a legal, valid and binding obligation all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof. As of the Purchaser anddate hereof, to the knowledge of the Purchaser, the Lenders, in the case of the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, (B) no amendment or modification to either the Commitment Letter or the Equity Commitment Letter is contemplated, and (C) no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Merger Sub under any Financing Commitment; provided, that Parent and Merger Sub are not making any representations regarding the Purchaser under the Commitment Letter or the Equity Commitment Letter, respectively, or excuse the Lenders or the Equity Sponsor from their commitments thereunder. As effect of the date hereof (assuming the accuracy of all inaccuracy of the representations and warranties set forth in Article III; and as of the date of this Agreement, assuming the accuracy of the representations and warranties set forth in Article III and performance by the Company in this Agreement and the compliance by the Company all material respects of its obligations under this Agreement)Section 5.1, the Purchaser does not neither Parent nor Merger Sub has any reasonable basis to believe that it shall will be unable to satisfy on a timely basis any material term or condition of closing of the financing Closing to be satisfied by it contained in the Commitment Letter or the Equity Commitment Letter and is not aware of any existing fact, occurrence or state of events that may cause any of the terms Financing Commitments on or prior to the Closing Date. There are no precedent conditions related to the funding or investing, as applicable, of closing the full amount of such financings the Financing other than as expressly set forth in or contemplated by the Financing Commitments. As of the date hereof, there are no side letters or other agreements, contracts or arrangements (except for customary fee letters and engagement letters) related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in or contemplated by the Debt Financing Commitments. Concurrently with the execution and delivery of this Agreement, Parent has delivered to the Company the Guaranty. The obligations of Parent and Merger Sub under this Agreement and the obligations of the Guarantor under the Guaranty are not to be met so as to enable the Purchaser to draw down contingent in full the amounts committed thereunder or of any impediment to respect upon the funding of the cash payment obligations of the Purchaser under the Arrangement. Assuming the financing amounts contemplated in the Commitment Letter and the Equity Commitment Letter is funded, the net proceeds contemplated by the Commitment Letter and the Equity Commitment Letter shall in the aggregate be sufficient for the Purchaser to pay the aggregate Consideration to be paid funded pursuant to the Arrangement and any other amounts required to be paid by the Purchaser in connection with the consummation of the transactions contemplated by this Agreement and to pay all related fees and expensesFinancing Commitments.

Sufficient Funds. Parent has made adequate arrangements to ensure that, at the Effective Time, the Purchaser shall have available cash sufficient to pay in full the aggregate Consideration for Shares and the aggregate amount payable in respect of the In-The-Money Options and DSUs pursuant to the Arrangement in accordance with the terms of this Agreement, and to make all other payments required to be made by the Purchaser or the Parent in connection with the transactions contemplated by this Agreement and to pay all related fees and expenses for which the Purchaser or the Parent is responsible under the terms of the Agreement. Prior to the execution and delivery of this Agreement, the Parent or the Purchaser has delivered to the Company true and complete fully-executed copies of a commitment letter (the following commitment letters"Commitment Letter") dated January 23, which are unamended as of 2012 made by a lender (the date hereof"Lender"), evidencing: (i) evidencing the availability of committed credit facilities pursuant to an executed commitment letter (the “Commitment Letter”) dated February 15, 2008 made by Mxxxxx Sxxxxxx Bank International Limited and its affiliates (collectively the “Lenders”) in favour of 6922767 Holding SARL, and (ii) an equity commitment pursuant to an executed equity commitment letter (the “Equity Commitment Letter”) dated February 22, 2008 made by FR Horizon AIV, L.P. (the “Equity Sponsor”) in favour of the PurchaserParent, pursuant to which the Lenders, in the case of the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, have committed Lender has agreed to provide the Purchaser Parent with debt financing (the "Debt Financing"), for the sole purpose of funding amounts payable by the Purchaser and equity financing the Parent in the amounts of US$850,000,000 and Cdn$1,643,000,000, respectively, subject connection with or pursuant to the terms thereofArrangement. The commitments described in the Commitment Letter and the Equity Commitment Letter are not subject to any condition precedent other than the conditions expressly set forth therein. As There are no other agreements, side letters or arrangements that would permit the Lender to reduce the amount of the date hereof (A) each Debt Financing or that would otherwise affect the availability of the Commitment Letter and the Equity Debt Financing. The Commitment Letter is in full force and effect effect, has not been amended, restated, modified, withdrawn, terminated or otherwise modified or varied and is a legal, valid and binding obligation of the Purchaser and, to the knowledge of the Purchaser, the Lenders, in the case of the Commitment Letter, Parent and the Equity SponsorLender, in the case of the Equity Commitment Letteras applicable, (B) no amendment or modification to either the Commitment Letter is contemplated (provided that the Parent may (i) amend the Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Commitment Letter or (ii) otherwise amend the Equity Commitment Letter is contemplatedso long as such amendment would not reasonably be expected to delay or prevent the completion of the Arrangement and the consummation of the transactions contemplated by this Agreement and the terms of the Commitment Letter as so amended are not materially less beneficial to the Parent, with respect to conditionality, than the terms in the Commitment Letter as in effect on the date of this Agreement), and (C) no event has occurred or circumstance exists, including the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, which, with or without notice, lapse of time or both, would or would reasonably be expected to (x) constitute a default or breach on the part of the Purchaser or the Parent under the Commitment Letter or the Equity Commitment Letter, respectively, (y) constitute or excuse the Lenders or the Equity Sponsor from their commitments thereunder. As of the date hereof (assuming the accuracy of all of the representations and warranties of the Company result in this Agreement and the compliance by the Company of its obligations under this Agreement), the Purchaser does not believe that it shall be unable a failure to satisfy on a timely basis any term or condition of closing of the financing to be satisfied by it contained precedent set forth in the Commitment Letter assuming satisfaction or the Equity Commitment Letter and is not aware of any existing fact, occurrence or state of events that may cause any waiver of the terms or conditions of closing of such financings not to be met so as to enable the Purchaser to draw down set forth in full the amounts committed thereunder or of any impediment to the funding of the cash payment obligations of the Purchaser under the Arrangement. Assuming the financing contemplated in the Commitment Letter and the Equity Commitment Letter is funded, the net proceeds contemplated by the Commitment Letter and the Equity Commitment Letter shall in the aggregate be sufficient for the Purchaser to pay the aggregate Consideration to be paid pursuant to the Arrangement and any other amounts required to be paid by the Purchaser in connection with the consummation of the transactions contemplated by this Agreement and to pay all related fees and expenses.Section 6.1 and

Sufficient Funds. Prior Buyer will have available on the Closing Date cash or, pursuant to its then existing credit facilities or commitments, sufficient funds, to pay the execution Cash Payment Amount and delivery of all other amounts payable pursuant to this Agreement, Agreement or otherwise necessary to consummate the Purchaser transactions contemplated hereby. Buyer has delivered to the Company true Sellers true, complete and complete correct copies of (i) fully executed commitment letters (the following commitment letters“Debt Financing Commitments”) in respect of the debt amounts set forth therein (the “Debt Financing”). The Debt Financing Commitments are in full force and effect as of the date of this Agreement and are legal, which valid and binding obligations of Parent or Buyer (as applicable), the lender parties thereto and the other parties thereto in accordance with the terms and conditions thereof for so long as they are unamended in full force and effect. Except for the January 29, 2011 amendment, none of the Debt Financing Commitments has been amended or modified (except with the consent of Sellers' Representative not to be unreasonably withheld), and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded in any respect as of the date hereof, evidencing: (i) the availability of committed credit facilities pursuant to an executed commitment letter (the “Commitment Letter”) dated February 15, 2008 made by Mxxxxx Sxxxxxx Bank International Limited and its affiliates (collectively the “Lenders”) in favour of 6922767 Holding SARL, and (ii) an equity commitment pursuant to an executed equity commitment letter (the “Equity Commitment Letter”) dated February 22, 2008 made by FR Horizon AIV, L.P. (the “Equity Sponsor”) in favour of the Purchaser, pursuant to which the Lenders, in the case of the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, have committed to provide the Purchaser with debt and equity financing in the amounts of US$850,000,000 and Cdn$1,643,000,000, respectively, subject to the terms thereof. The commitments described in the Commitment Letter and the Equity Commitment Letter are not subject to any condition precedent other than the conditions expressly set forth therein. As of the date hereof (A) each of the Commitment Letter and the Equity Commitment Letter is in full force and effect and is a legal, valid and binding obligation of the Purchaser and, to the knowledge of the Purchaser, the Lenders, in the case of the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, (B) no amendment or modification to either the Commitment Letter or the Equity Commitment Letter is contemplated, and (C) no No event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchaser Parent or Buyer under the any Debt Financing Commitment Letter or the Equity Commitment Letter, respectively, or excuse the Lenders or the Equity Sponsor from their commitments thereunder. As of the date hereof (and assuming the accuracy of all of the representations and warranties of neither Sellers nor the Company are in this Agreement and the compliance by the Company material breach of its obligations under this Agreement), the Purchaser does not neither Parent nor Buyer has any reason to believe that it shall they will be unable to satisfy on a timely basis any term or condition of closing of the financing Closing to be satisfied by it contained in the Commitment Letter or the Equity Commitment Letter and is not aware of any existing fact, occurrence or state of events that may cause any of the terms Debt Financing Commitments on or prior to the Closing. There are no precedent conditions of closing of such financings not to be met so as to enable the Purchaser to draw down in full the amounts committed thereunder or of any impediment related to the funding or investing, as applicable, of the cash payment obligations full amount of the Purchaser under the Arrangement. Assuming the financing contemplated Debt Financing other than as expressly set forth in the Commitment Letter and the Equity Commitment Letter is funded, the net proceeds or contemplated by the Commitment Letter Debt Financing Commitments. There are no side letters or other agreements, contracts or arrangements (except for customary fee letters and the Equity Commitment Letter shall in the aggregate be sufficient for the Purchaser to pay the aggregate Consideration to be paid pursuant engagement letters) related to the Arrangement and any funding or investing, as applicable, of the full amount of the Debt Financing other amounts required to be paid than as expressly set forth in or contemplated by the Purchaser in connection with the consummation of the transactions contemplated by this Agreement and to pay all related fees and expensesDebt Financing Commitments.

Sufficient Funds. Prior (a) The Purchaser Party’s obligations hereunder are not subject to any conditions regarding Parent’s, the Purchaser’s or any other Person’s ability to obtain financing for the consummation of this Agreement and the other transactions contemplated by this Agreement. (b) The financing for the purpose of paying the Purchase Price, including all amounts set forth in Section 3.3(a) and the Purchaser’s fees and expenses relating to the execution and delivery Acquisition, will consist of this Agreementdebt and/or equity financing to be provided to the Purchaser Parties, which may consist of proceeds from a loan and/or the sale of debt and/or equity securities (collectively, the “Financing”). The Purchaser has delivered to the Company Seller true and complete copies of that certain fully executed debt commitment letter and an executed fee letter (which may be redacted to omit fee amounts, pricing caps and market “flex” provisions contained therein to the following extent required by the terms of such debt commitment lettersletters (none of which would reasonably be expected to materially and adversely affect or delay the availability of the Financing)), which are unamended each dated as of the date hereof, evidencing: from Xxxxxx Xxxxxxx Senior Funding, Inc. (i) collectively with its assignees as permitted by the availability of committed credit facilities Commitment Letter, the “Financing Sources”), pursuant to an executed commitment letter which the Financing Sources have agreed, subject to the terms and conditions thereof, to lend the amounts set forth therein for the purposes of funding the Estimated Purchase Price at Closing (collectively, the “Commitment Letter”). (c) dated February 15, 2008 made by Mxxxxx Sxxxxxx Bank International Limited and its affiliates (collectively the “Lenders”) in favour of 6922767 Holding SARL, and (ii) an equity commitment pursuant to an executed equity commitment letter (the “Equity Commitment Letter”) dated February 22, 2008 made by FR Horizon AIV, L.P. (the “Equity Sponsor”) in favour of the Purchaser, pursuant to which the Lenders, in the case of the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, have committed to provide the Purchaser with debt and equity financing in the amounts of US$850,000,000 and Cdn$1,643,000,000, respectively, subject to the terms thereof. The commitments described in the Commitment Letter and the Equity Commitment Letter are not subject to any condition precedent other than the conditions expressly set forth therein. As of the date hereof (A) each of hereof, the Commitment Letter and the Equity Commitment Letter is in full force and effect and is a legal, valid and binding obligation of Parent and, to the Knowledge of the Purchaser, the other parties thereto, enforceable against the Purchaser and, to the knowledge Knowledge of the Purchaser, the Lendersother parties thereto, in subject to the case Equitable Exceptions. As of the Commitment Letterdate hereof, the financing commitments thereunder have not been withdrawn, rescinded or terminated, and the Equity SponsorCommitment Letter has not been amended, supplemented or otherwise modified in the case of the Equity Commitment Letter, (B) any respect and no such amendment or modification to either the Commitment Letter or the Equity Commitment Letter is contemplated, and (C) except for the Permitted Commitment Amendments. As of the date hereof, no event has occurred whichthat, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchaser Parent under any material term of the Commitment Letter or the Equity Commitment Letter, respectively, or excuse the Lenders or the Equity Sponsor from their commitments thereunder. As of the date hereof (assuming for such purpose, the accuracy of in all material respects of the representations and warranties of the Company in this Agreement Seller and the compliance Company). The obligations of the other parties to the Commitment Letter to fund the full amount of the Financing to Parent pursuant to the terms of the Commitment Letter are not subject to any conditions precedent, “flex” provisions or other conditions other than as expressly set forth in the Commitment Letter. Assuming the Financing is funded in accordance with the Commitment Letter, the accuracy of the representations and warranties of the Seller and the Company and the performance by the Seller and the Company of its their obligations under this Agreement), the Purchaser does not believe that it shall be unable will have on the Closing Date sufficient funds to satisfy complete the transactions on a timely basis any term or condition of closing of the financing Closing Date and to be satisfied by it contained in the Commitment Letter or the Equity Commitment Letter and is not aware of any existing fact, occurrence or state of events that may cause any of the terms or conditions of closing of such financings not to be met so as to enable the Purchaser to draw down in full the pay all amounts committed thereunder or of any impediment to the funding of the cash payment obligations of the Purchaser under the Arrangement. Assuming the financing contemplated in the Commitment Letter and the Equity Commitment Letter is funded, the net proceeds contemplated by the Commitment Letter and the Equity Commitment Letter shall in the aggregate be sufficient for the Purchaser to pay the aggregate Consideration to be paid pursuant to the Arrangement and any other amounts required this Agreement to be paid by the Purchaser in connection with on the consummation of the transactions contemplated by this Agreement and to pay all related fees and expensesClosing Date.

Sufficient Funds. Prior to the execution and delivery of this Agreement, the Purchaser (a) Parent has delivered to the Company true true, correct, and complete copies of the following of: (i) fully executed debt commitment letters, which are unamended dated as of the date hereofhereof (together with all annexes, evidencing: schedules and exhibits thereto and any fee letters or engagement letters related thereto collectively, the “Debt Commitment Letter”) from the lenders party thereto relating to the commitment of the Debt Financing Sources to provide the full amount of the debt financing required to consummate the transactions contemplated by this Agreement on the terms contemplated thereby, and to refinance certain outstanding indebtedness of the Company and its Subsidiaries, including the Specified Funded Indebtedness, and to pay all related fees and expenses (ithe “Debt Financing,” and the commitments under the Debt Commitment Letter, the “Debt Financing Commitments”), and each related fee letter (collectively, the “Fee Letters”), which copy of such Fee Letter may be redacted to remove only the fees and economic flex terms set forth therein so long as such redacted information does not adversely affect the enforceability, conditionality, availability, termination or aggregate principal amount of the Debt Financing; (ii) the availability of committed credit facilities pursuant to an a fully executed commitment letter (the “Commitment Letter”) dated February 15together with all annexes, 2008 made by Mxxxxx Sxxxxxx Bank International Limited schedules and its affiliates (collectively the “Lenders”) in favour of 6922767 Holding SARLexhibits thereto and any fee letters or engagement letters related thereto collectively, and (ii) an equity commitment pursuant to an executed equity commitment letter (the “Equity Commitment Letter”) dated February 22, 2008 made by FR Horizon AIV, L.P. from the persons identified therein (the “Equity SponsorInvestors”) in favour ), relating to the commitment of the PurchaserEquity Investors to provide, pursuant subject to which the Lendersterms and conditions therein, in the case full amount of the Commitment Lettercash equity required to consummate the transactions contemplated by this Agreement on the terms contemplated by this Agreement and to pay related fees and expenses (the “Equity Financing” and together with the Debt Financing, collectively referred to as the “Financing”, and the Equity Sponsor, in the case of commitments under the Equity Commitment Letter, the “Equity Financing Commitments”). The Equity Commitment Letter provides, and will continue to provide, that the Company is an express third party beneficiary of the Equity Commitment Letter and is entitled to enforce such agreement, and that Parent and the Equity Investors have committed waived any defenses to provide the Purchaser enforceability of such third party beneficiary rights, in each case in accordance with debt its terms and equity financing in the amounts of US$850,000,000 and Cdn$1,643,000,000, respectively, subject to the terms thereof. The commitments described limitations set forth herein and in Section 10.15 (Specific Performance); and (iii) fully executed commitment letters, dated as of the date hereof (together with the appendix thereto, collectively, the “Warrant Commitment Letters” and, together with the Debt Commitment Letter and the Equity Commitment Letter are not Letter, the “Commitment Letters”), from each of the Persons identified therein (the “Warrant Exercise Parties”) relating to the commitment of each Warrant Exercise Party to exercise (or cause the exercise of) all Parent Warrants beneficially owned by such Warrant Exercise Party (or any Affiliate thereof), subject to the terms and conditions therein (the “Warrant Financing,” and the commitments under the Warrant Commitment Letters, the “Warrant Commitments” and, together with the Debt Financing Commitments and the Equity Financing Commitments, the “Financing Commitments”). The Warrant Commitment Letters provide, and will continue to provide, that the Company is an express third party beneficiary of the Warrant Commitment Letters and are entitled to enforce such agreements, and that Parent and the Warrant Exercise Parties have waived any condition precedent other than defenses to the conditions expressly enforceability of such third party beneficiary rights, in each case in accordance with its terms and subject to the limitations set forth thereinherein and in Section 10.15 (Specific Performance). (b) The Commitment Letters are legal, valid and binding obligations of the parties thereto, are in full force and effect, and are enforceable against the parties thereto in accordance with their terms, subject only to the Equitable Exceptions. As of the date hereof of this Agreement, (Ai) each none of the Commitment Letter Letters has been amended, restated, amended and the Equity Commitment Letter is in full force restated, supplemented, waived or otherwise modified (and effect no such amendment, restatement, amendment and is a legalrestatement, valid and binding obligation of the Purchaser andsupplement, to the knowledge of the Purchaser, the Lenders, in the case of the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, (B) no amendment waiver or other modification to either the Commitment Letter or the Equity Commitment Letter is contemplated), and (Cii) the respective commitments set forth in the Commitment Letters have not been withdrawn, terminated, rescinded, amended, restated or otherwise modified in any respect (and no such withdrawal, termination, rescission, amendment, restatement or modification is contemplated). No event has occurred whichthat, with or without notice, lapse of time time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of the Purchaser Parent or Merger Sub under the terms and conditions of the Commitment Letter Letters, other than any such default, breach or failure that has been waived in writing by the Debt Financing Sources, the Equity Investors or the Equity Commitment LetterWarrant Exercise Parties, respectively, or excuse as the Lenders or the Equity Sponsor from their commitments thereundercase may be. As of the date hereof (assuming the accuracy of all of the representations and warranties of the Company in this Agreement and the compliance by the Company of its obligations under this Agreement), the Purchaser does not Neither Parent nor Xxxxxx Sub has any reason to reasonably believe that it shall will be unable to satisfy satisfy, on a timely basis basis, any term or condition of closing of the financing Closing to be satisfied by it contained in the Commitment Letter Letters, or that full amount of the Equity Financing will not be available to Parent or Merger Sub on the Closing Date. No Financing Source has notified Parent or Merger Sub of its intention to terminate or withdraw the Financing Commitments, and Parent does not know of any facts or circumstances that may be reasonably expected to result in any of the conditions set forth in the Commitment Letter Letters not being satisfied. (c) Except as expressly set forth in the Commitment Letters, there are no (i) additional conditions precedent to the obligations of the Financing Sources to provide the Financing or (ii) contingencies (including any condition or contingency relating to the availability of any “market flex” provisions) that would permit the Financing Sources to change the total amount of the Financing or impose any additional conditions precedent to the availability of the Financing. Parent represents and warrants that there are no side letters or agreements or understandings to which Parent, Merger Sub or any of their Affiliates is a party related to the funding or investing, as applicable, of the Financing that would reasonably be expected to adversely affect the availability of the Financing other than as expressly set forth in the Commitment Letters. (d) Xxxxxx and Merger Sub have, and will have at the Closing, (i) the resources and capabilities (financial and otherwise) to perform its obligations under this Agreement (including all payments to be made by it in connection herewith) and (ii) immediately available funds in connection with the Financing in an aggregate amount (after netting out applicable fees, expenses, original issue discount and similar premiums and charges provided under the Debt Commitment Letter, and assuming that all rights to flex the terms of the Debt Financing are exercised to their maximum extent) that will enable Parent and Merger Sub to (x) consummate the Merger and the other transactions contemplated hereby on the terms contemplated by this Agreement, including the payoff, satisfaction and discharge and/or defeasance by Parent of the Specified Funded Indebtedness, the release of any guarantees relating thereto and the release of any liens or other security thereunder if so requested by Parent and (y) pay all related fees and expenses and undertake its other obligations at the Closing upon the terms contemplated by this Agreement. Neither Parent nor Merger Sub has incurred any obligation, commitment, restriction or other liability of any kind, and is not contemplating or aware of any existing factobligation, occurrence commitment, restriction or state other liability of events any kind, in either case which would reasonably be expected to impair or adversely affect such resources, funds or capabilities. (e) As of the date of this Agreement, Parent (both before and after giving effect to any “market flex” provisions contained in the Debt Commitment Letter) does not know of any (i) event that may cause would result in any breach of, violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default) by Parent or Merger Sub under the Financing, (ii) reason that any of the terms or conditions of closing of such financings to the Financing will not be satisfied or that the Financing will not be available on the Closing Date or (iii) reason that Parent and Merger Sub will not have funds otherwise available at the Closing sufficient to be met so as satisfy its obligations hereunder, including any reason to enable believe that any Equity Investor, Debt Financing Source or Warrant Exercise Party will not perform its respective funding obligations under the Purchaser to draw down Commitment Letters in full accordance with their respective terms and conditions. In no event shall the amounts committed thereunder receipt or availability of any impediment to the funding of the cash payment obligations of the Purchaser under the Arrangement. Assuming the funds or financing contemplated in the Commitment Letter and the Equity Commitment Letter is funded, the net proceeds contemplated by the Commitment Letter and the Equity Commitment Letter shall in the aggregate be sufficient for the Purchaser to pay the aggregate Consideration to be paid pursuant to the Arrangement and Parent or any Affiliate or any other amounts required to be paid by the Purchaser in connection with the consummation of the financing or other transactions contemplated by this Agreement be a condition to any of Parent’s or Merger Sub’s obligations to consummate the Closing hereunder. (f) Parent and/or Merger Sub has fully paid (or caused to be paid) any and to pay all related commitment fees and expensesother fees required by the Debt Commitment Letter to be paid as of the date of this Agreement, and will pay (or cause to be paid) in full any other commitment fees and other fees required to be paid thereunder as and when they become payable. The Equity Commitment Letter contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms set forth therein. The Debt Commitment Letter contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to Parent on the terms set forth therein. The Warrant Commitment Letters contain all of the conditions precedent to the obligations of the parties thereunder to fund the full amount of the Warrant Financing on the terms set forth therein.

Sufficient Funds. Prior to Sub is a newly formed corporation which has conducted no business other than in connection with the execution and delivery of transactions contemplated by this Agreement. Parent, the Purchaser has delivered to the Company true The CIT Group/Business Credit, Inc., The CIT Group/Commercial Services, Inc. and complete copies of the following commitment lettersSilver Point Finance, which are unamended as of the date hereofLLC have entered into a letter agreement, evidencing: (i) the availability of committed credit facilities pursuant to an executed commitment letter dated April 22, 2004 (the “"Debt Commitment Letter”") dated February 15, 2008 made by Mxxxxx Sxxxxxx Bank International Limited and its affiliates (collectively describing the “Lenders”) in favour sources of 6922767 Holding SARL, and (ii) an equity commitment pursuant to an executed equity commitment letter debt financing (the “"Debt Financing") to consummate the Merger and the transactions contemplated by this Agreement. Parent and First Islamic Investment Bank ("FIIB") have entered into a letter agreement, dated April 22, 2004 (the "Equity Commitment Letter”) dated February 22, 2008 made by FR Horizon AIV, L.P. (" and together with the “Equity Sponsor”) in favour of the Purchaser, pursuant to which the Lenders, in the case of the Debt Commitment Letter, the "Commitment Letters") describing the sources of equity financing to consummate the Merger and the Equity Sponsortransactions contemplated by this Agreement. Pursuant to the Commitment Letters, in the case of the Equity Commitment Letter, have committed Parent is entitled to provide the Purchaser with debt and equity financing in the amounts of US$850,000,000 and Cdn$1,643,000,000, respectivelyobtain, subject to the terms thereof. The commitments described in the Commitment Letter and the Equity Commitment Letter are not subject conditions therein, funds sufficient to any condition precedent other than the conditions expressly set forth therein. As of the date hereof (A) each of the Commitment Letter and the Equity Commitment Letter is in full force and effect and is a legal, valid and binding obligation of the Purchaser and, to the knowledge of the Purchaser, the Lenders, in the case of the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, (B) no amendment or modification to either the Commitment Letter or the Equity Commitment Letter is contemplated, and (C) no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchaser under the Commitment Letter or the Equity Commitment Letter, respectively, or excuse the Lenders or the Equity Sponsor from their commitments thereunder. As of the date hereof (assuming the accuracy of all of the representations and warranties of the Company in this Agreement and the compliance by the Company of its obligations under this Agreement), the Purchaser does not believe that it shall be unable to satisfy on a timely basis any term or condition of closing of the financing to be satisfied by it contained in the Commitment Letter or the Equity Commitment Letter and is not aware of any existing fact, occurrence or state of events that may cause any of the terms or conditions of closing of such financings not to be met so as to enable the Purchaser to draw down in full the amounts committed thereunder or of any impediment to the funding of the cash payment obligations of the Purchaser under the Arrangement. Assuming the financing contemplated in the Commitment Letter and the Equity Commitment Letter is funded, the net proceeds contemplated by the Commitment Letter and the Equity Commitment Letter shall in the aggregate be sufficient for the Purchaser to pay the aggregate Consideration to be paid pursuant to the Arrangement and any other amounts required to be paid by the Purchaser in connection with the consummation of consummate the transactions contemplated by this Agreement and to pay all related fees and expenses. Neither Parent nor Sub is, as of the date hereof, aware of any fact, occurrence or condition that makes any of the assumptions or statements set forth in the Debt Commitment Letter inaccurate in any material respect or that would cause the commitment provided in the Commitment Letter to be terminated or ineffective or any of the conditions contained therein not to be met; provided, however, that neither Parent nor Sub makes any representation or warranty hereunder with respect to assumptions and statements contained in the Debt Commitment Letter with respect to information relating to the Company, its Subsidiaries or their respective businesses. The Commitment Letters are in full force and effect and have not been amended or terminated. Parent has delivered true, correct and complete copies of the Commitment Letters to the Company.

Sufficient Funds. Prior to the execution and delivery of this Agreement, the Purchaser has (a) The Class B Purchasers have delivered to the Company true correct and complete copies of the following commitment letters, which are unamended as of the date hereof, evidencing: (i) the availability executed Credit Agreement (including the schedules and exhibits thereto, and any related fee letters (subject to customary redaction of committed credit facilities fees and flex provisions, but only to the extent relating exclusively to pricing terms by the Financing Parties party thereto) in connection therewith), among the Class B Purchasers and lenders party thereto, pursuant to which the lenders party thereto have severally committed to provide the debt financing set forth therein in an executed commitment letter aggregate amount of $550,300,000 at the Initial Closing and the Additional Closing (the “Commitment LetterDebt Financing”) dated February 15, 2008 made by Mxxxxx Sxxxxxx Bank International Limited and its affiliates (collectively the “Lenders”) in favour of 6922767 Holding SARL, and (ii) an equity commitment pursuant to an the executed equity commitment letter (the “Equity Commitment Letter”) dated February 22,” and the equity financing set forth therein (“Equity Financing,” and together with the Debt Financing, 2008 made by FR Horizon AIV, L.P. (the “Financing”)) from the Sponsor to provide Equity Sponsor”) in favour Financing of at least $287,705,954.39 at the Purchaser, pursuant to which the Lenders, in the case of the Commitment Letter, Initial Closing and the Equity Sponsor, in the case of the Equity Commitment Letter, have committed to provide the Purchaser with debt and equity financing in the amounts of US$850,000,000 and Cdn$1,643,000,000, respectively, subject to the terms thereofAdditional Closing. The commitments described in the Commitment Letter and the Equity Commitment Letter are not subject to any condition precedent other than provides that each of the conditions expressly set forth therein. Company and NEP is a third party beneficiary thereof. (b) As of the date hereof Execution Date, (Ai) each of the Commitment Letter Credit Agreement and the Equity Commitment Letter is in full force and effect and is has not been amended or modified in any respect and (ii) the respective commitments contained in the Credit Agreement and the Equity Commitment Letter have not been withdrawn, modified, reduced, or rescinded in any respect. As of the Execution Date, each of the Credit Agreement and the Equity Commitment Letter constitutes a legalvalid, valid binding, and binding enforceable obligation of the Purchaser Class B Purchasers, and, to the knowledge Knowledge of the PurchaserClass B Purchasers, the LendersCredit Agreement constitutes a valid, in the case binding, and enforceable obligation of the Commitment Letter, applicable Financing Parties and the Equity SponsorCommitment Letter constitutes a valid, binding, and enforceable obligation of the Sponsor to provide the Financing contemplated thereby, subject, in each case, only to the case satisfaction or waiver of the conditions set forth therein in accordance with the terms thereof, except, in each case, as may be limited by Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding at law or in equity). Each of the Credit Agreement and the Equity Commitment LetterLetter constitutes the entire agreement between the parties thereto related to the Financings contemplated thereby, (B) and there are no amendment side letters, other agreements, or modification other arrangements that would permit the applicable parties to either the Commitment Letter Credit Agreement or the Equity Commitment Letter is contemplatedto reduce the amount of the Financing or that would otherwise affect the availability of the Financing on the Initial Closing Date or Additional Closing Date. As of the Execution Date, and (C) no event has occurred whichthat, with or without notice, lapse of time or both, would or would reasonably be expected to (A) constitute a default or breach on the part of the Purchaser Class B Purchasers under the Credit Agreement or the Equity Commitment Letter or, to the Knowledge of the Class B Purchasers, any other party to the Credit Agreement or the Equity Commitment Letter, respectively, (B) constitute or excuse result in a failure to satisfy a condition or other contingency set forth in the Lenders Credit Agreement or the Equity Sponsor from their commitments thereunder. As Commitment Letter, or (C) otherwise result in any portion of the date hereof (assuming Financing not being available. The Class B Purchasers have fully paid any and all commitment fees or other fees required by the accuracy of all of the representations and warranties of the Company in this Credit Agreement and the compliance by the Company of its obligations under this Agreement)Equity Commitment Letter, the Purchaser does not believe that it shall be unable to satisfy on a timely basis any term related fee letter, and any other document entered into in connection with, or condition of closing of the financing related thereto, to be satisfied by it contained paid on or before the Execution Date. (c) The aggregate proceeds from the Financing, assuming such proceeds are funded in accordance with the Commitment Letter or terms of the Equity Commitment Letter and is the Credit Agreement, constitute all of the financing required by the Class B Purchasers to consummate the transactions, and satisfy their obligations, contemplated by this Agreement, including the payment of the Initial Aggregate Class B Purchase Price at the Initial Closing and the Additional Aggregate Class B Purchase Price at the Additional Closing, and payment of all fees and expenses of the Class B Purchasers due and payable in connection with the Initial Closing and the Additional Closing. The Credit Agreement contains all of the conditions precedent to the obligations of the Financing Parties thereunder to make the Debt Financing contemplated thereby available to Class B Purchasers at or prior to the Initial Closing and the Additional Closing, there are no other conditions precedent to such funding, and the Class B Purchasers do not aware know of any existing fact, occurrence facts or state circumstances that could reasonably be expected to result in the failure of events that may cause any of the terms or conditions of closing of such financings not set forth in the Credit Agreement to be met so as to enable satisfied at the Purchaser to draw down in full Initial Closing and the amounts committed thereunder or Additional Closing. The Equity Commitment Letter contains all of any impediment the conditions precedent to the funding of the cash payment obligations of the Purchaser under Sponsor to make the Arrangement. Assuming Equity Financing available to Class B Purchasers at or prior to the financing contemplated Initial Closing and the Additional Closing, there are no other conditions precedent to such funding, and the Class B Purchasers do not know of any facts or circumstances that could reasonably be expected to result in the Commitment Letter and failure of any of the conditions set forth in the Equity Commitment Letter is funded, to be satisfied at the net proceeds contemplated by the Commitment Letter Initial Closing and the Equity Commitment Letter shall in the aggregate be sufficient for the Purchaser to pay the aggregate Consideration to be paid pursuant to the Arrangement and any other amounts required to be paid by the Purchaser in connection with the consummation of the transactions contemplated by this Agreement and to pay all related fees and expensesAdditional Closing.

Sufficient Funds. Prior to the execution and delivery date of this Agreement, the Purchaser Parent has delivered to the Company true complete, correct and complete executed copies of all financing agreements and/or commitment letters (except that the following commitment lettersfee amounts in the fee letters have been redacted) entered into in connection with this Agreement, which are unamended as of the date hereofincluding, evidencing: (i) the availability of committed credit facilities pursuant to an executed commitment letter (the “Commitment Letter”) dated February 15, 2008 made by Mxxxxx Sxxxxxx Bank International Limited and its affiliates (collectively the “Lenders”) in favour of 6922767 Holding SARL, and (ii) an equity commitment pursuant to an executed equity commitment letter (the “Equity Commitment Letter”) dated February 22, 2008 made by FR Horizon AIV, L.P. to provide equity financing in an aggregate amount set forth therein (the “Equity SponsorFinancing”) in favour and (ii) the debt commitment letter(s) from GCI Capital Markets, LLC, Ares Capital Corporation and General Electric Capital Corporation (collectively, the “Debt Financing Sources”) dated as of the Purchaserdate hereof (the “Debt Commitment Letters” and, together with the Equity Commitment Letter, the “Financing Commitments”), pursuant to which the Lenders, in the case of the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, Debt Financing Sources have committed to provide the Purchaser with debt and equity financing in the amounts of US$850,000,000 and Cdn$1,643,000,000, respectivelyagreed, subject to the terms thereof. The commitments described in the Commitment Letter and the Equity Commitment Letter are not subject to any condition precedent other than the conditions expressly set forth therein, to provide or cause to be provided to Parent, debt financing in an aggregate amount set forth therein (the “Debt Financing”, and together with the Equity Financing, the “Financing”) in connection with the financing of the Transactions, including all exhibits, schedules or amendments thereto (except that fee amounts in the fee letters have been redacted), which as of the date hereof, have not been amended or modified (and no such amendment or modification is contemplated) and the commitments contained in such letters have not been withdrawn or rescinded in any respect. As of the date hereof (A) each of hereof, the Commitment Letter and the Equity Commitment Letter is Financing Commitments are in full force and effect and is a effect, are legal, valid and binding obligation obligations of the Purchaser Parent and, to Parent’s Knowledge, the knowledge other parties thereto, and are enforceable in accordance with their terms against Parent and Merger Sub, as applicable, and, to Parent’s Knowledge, the other parties thereto (in each case, as may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting or relating to the enforcement of creditors’ rights generally and general principles of equity). As of the Purchaserdate hereof, the Lenders, in the case of the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, (B) no amendment or modification to either the Commitment Letter or the Equity Commitment Letter is contemplated, and (C) no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchaser Parent or Merger Sub under the Commitment Letter or Financing Commitments. The aggregate proceeds contemplated by the Equity Commitment LetterFinancing Commitments, respectively, or excuse when funded in accordance with their terms (in the Lenders or the Equity Sponsor from their commitments thereunder. As case of the date hereof (assuming Debt Financing, at the accuracy of all maximum amount of the representations term loan facility contemplated by the Debt Commitment Letters), together with Immediately Available Cash in an amount not less than the Minimum Cash Amount, will be sufficient for Parent and warranties Merger Sub to consummate the Transactions (including sufficient funds to pay the aggregate Merger Consideration pursuant to Article III, to make all payments in respect of the Company in this Agreement Options pursuant to Section 3.4, to pay all amounts which become payable under the Benefit Plans solely as a result of the Transactions, to perform Parent’s and the compliance by the Company of its Merger Sub’s other obligations under this Agreement, and to pay all fees, expenses and other amounts related to the Transactions or the Financing payable by either of them). The Financing Commitments contain all of the conditions precedent or other contingencies to the obligations of the parties thereunder to make Financing available to Parent and Merger Sub on the terms therein, and as of the Purchaser does not date hereof, Parent and Merger Sub have no reason to believe that it shall be unable to satisfy on a timely basis any term or condition of closing of the financing to be satisfied by it contained in the Commitment Letter or the Equity Commitment Letter and is not aware of any existing fact, occurrence or state of events that may cause any of the terms or conditions of closing of such financings not to be met so as to enable the Purchaser to draw down in full the amounts committed thereunder or of any impediment precedent to the funding of the cash payment obligations of the Purchaser under the Arrangement. Assuming the financing contemplated in the Commitment Letter and the Equity Commitment Letter is funded, the net proceeds contemplated by the Commitment Letter and the Equity Commitment Letter shall in the aggregate Financing will not be sufficient for the Purchaser to pay the aggregate Consideration to be paid pursuant to the Arrangement and any other amounts required to be paid by the Purchaser satisfied in connection with the consummation of the transactions contemplated Transactions or that the Financing will not be available to Merger Sub on the Closing Date. Parent and Merger Sub have obtained the consent of the lenders under the Financing Commitments to publicly file the Financing Commitments with the SEC if requested by this Agreement the SEC or required by Law (provided that all fee amounts in the fee letters shall be redacted). Parent and Merger Sub shall comply with and accept any “flex” terms contained in any of the Financing Commitments as may be necessary to pay all related fees and expensescomplete the Financing.

Sufficient Funds. Prior As of the Acceptance Time and the Effective Time, Parent will have or have immediately available to it sufficient funds (including cash, cash equivalents, available lines of credit or other sources of immediately available funds) for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement, including the payment of the aggregate Offer Price and Merger Consideration and the consideration in respect of the Company Options, Company Restricted Shares and Company RSU Awards and to pay all related fees and expenses required to be paid by Parent or Merger Sub pursuant to the terms of this Agreement. Parent’s and Merger Sub’s obligations hereunder, including their obligations to consummate the Merger, are not subject to a condition regarding Parent’s or Merger Sub’s obtaining of funds to consummate the transactions contemplated by this Agreement. Simultaneously with the execution and delivery of this Agreement, the Purchaser Parent has delivered made available to the Company a true and complete copies correct copy of the following commitment lettersCredit Agreement (which Credit Agreement has not been amended, which are unamended as of the date hereofrestated, evidencing: (i) the availability of committed credit facilities pursuant to an executed commitment letter (the “Commitment Letter”) dated February 15, 2008 made by Mxxxxx Sxxxxxx Bank International Limited amended and its affiliates (collectively the “Lenders”) in favour of 6922767 Holding SARL, and (ii) an equity commitment pursuant to an executed equity commitment letter (the “Equity Commitment Letter”) dated February 22, 2008 made by FR Horizon AIV, L.P. (the “Equity Sponsor”) in favour of the Purchaser, pursuant to which the Lenders, in the case of the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, have committed to provide the Purchaser with debt and equity financing in the amounts of US$850,000,000 and Cdn$1,643,000,000, respectively, subject restated or otherwise modified except to the terms thereof. The commitments described extent consented to in writing by the Commitment Letter and the Equity Commitment Letter are not subject to any condition precedent other than the conditions expressly set forth thereinCompany). As of the date hereof (A) each of this Agreement, the Commitment Letter and the Equity Commitment Letter Credit Agreement is in full force and effect and is a legalvalid, valid binding and binding enforceable obligation of the Purchaser Parent and, to the knowledge of the PurchaserParent, the Lendersother parties thereto, in to provide the case financing contemplated thereby subject only to the satisfaction or waiver of the Commitment Letterrelevant conditions thereunder, and provided that such enforceability is subject to the Equity Sponsor, in the case Enforceability Exceptions. As of the Equity Commitment Letterdate of this Agreement, (B) no amendment or modification to either the Commitment Letter or the Equity Commitment Letter is contemplated, and (C) no event has occurred which, with or without notice, lapse of time time, or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or, to the Purchaser knowledge of Parent, any other parties thereto under the Commitment Letter or the Equity Commitment Letter, respectively, or excuse the Lenders or the Equity Sponsor from their commitments thereunder. As of the date hereof (assuming the accuracy of all of the representations and warranties of the Company in this Agreement and the compliance by the Company of its obligations under this Credit Agreement), the Purchaser does not believe that it shall be unable to satisfy on a timely basis any term or condition of closing of the financing to be satisfied by it contained in the Commitment Letter or the Equity Commitment Letter and is not aware of any existing fact, occurrence or state of events that may cause any of the terms or conditions of closing of such financings not to be met so as to enable the Purchaser to draw down in full the amounts committed thereunder or of any impediment to the funding of the cash payment obligations of the Purchaser under the Arrangement. Assuming the financing contemplated in the Commitment Letter and the Equity Commitment Letter is funded, the net proceeds contemplated by the Commitment Letter and the Equity Commitment Letter shall in the aggregate be sufficient for the Purchaser to pay the aggregate Consideration to be paid pursuant to the Arrangement and any other amounts required to be paid by the Purchaser in connection with the consummation of the transactions contemplated by this Agreement and to pay all related fees and expenses.

Sufficient Funds. Prior to the execution and delivery of this Agreement, the (a) The Purchaser has delivered to the Company true correct and complete copies of the following commitment letters, which are unamended as of the date hereof, evidencing: (i) the availability of committed credit facilities executed Credit Agreement (including the schedules and exhibits thereto, and any related fee letters in connection therewith), among the Purchaser and lenders party thereto, pursuant to which the lenders party thereto have severally committed to provide the debt financing set forth therein in an executed commitment letter aggregate amount of at least $520,500,000 at the Closing (the “Commitment LetterDebt Financing”) dated February 15, 2008 made by Mxxxxx Sxxxxxx Bank International Limited and its affiliates (collectively the “Lenders”) in favour of 6922767 Holding SARL), and (ii) an equity commitment pursuant to an the executed equity commitment letter (the “Equity Commitment Letter”) dated February 22, 2008 made by FR Horizon AIV, L.P. (the “Equity Sponsor”) in favour of the Purchaser, pursuant to which the Lenders, in the case of the Commitment Letter, ,” and the Equity Sponsor, equity financing set forth in the case of the Equity Commitment Letter, have committed the “Equity Financing,” and together with the Debt Financing, the “Financing”) from the Sponsor to provide Equity Financing of at least $241,817,818 at the Purchaser with debt and equity financing in the amounts of US$850,000,000 and Cdn$1,643,000,000, respectively, subject to the terms thereofClosing. The commitments described in the Commitment Letter and the Equity Commitment Letter are not subject to any condition precedent other than provides that each of the conditions expressly set forth therein. Company and NEP is a third party beneficiary thereof. (b) As of the date hereof of this Agreement, (Ai) each of the Commitment Letter Credit Agreement and the Equity Commitment Letter is in full force and effect and is has not been amended or modified in any respect and (ii) the respective commitments contained in the Credit Agreement and the Equity Commitment Letter have not been withdrawn, modified, reduced, or rescinded in any respect. As of the date hereof, each of the Credit Agreement and the Equity Commitment Letter constitutes a legalvalid, valid binding, and binding enforceable obligation of the Purchaser Purchaser, and, to the knowledge Knowledge of the Purchaser, the LendersCredit Agreement constitutes a valid, in the case binding, and enforceable obligation of the Commitment Letter, applicable Financing Parties and the Equity SponsorCommitment Letter constitutes a valid, binding, and enforceable obligation of the Sponsor to provide the Equity Financing contemplated thereby, subject, in each case, only to the case satisfaction or waiver of the conditions set forth therein in accordance with the terms thereof, except, in each case, as may be limited by Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding at law or in equity). Each of the Credit Agreement and the Equity Commitment LetterLetter constitutes the entire agreement between the parties thereto related to the Financings contemplated thereby, (B) and there are no amendment side letters, other agreements, or modification other arrangements that would permit the applicable parties to either the Commitment Letter Credit Agreement or the Equity Commitment Letter is contemplatedto reduce the amount of the Financing or that would otherwise affect the availability of the Financing on the Closing Date. As of the date of this Agreement, and (C) no event has occurred whichthat, with or without notice, lapse of time or both, would or would reasonably be expected to (A) constitute a default or breach on the part of the Purchaser under the Credit Agreement or the Equity Commitment Letter or, to the Knowledge of the Purchaser, any other party to the Credit Agreement or the Equity Commitment Letter, respectively, (B) constitute or excuse result in a failure to satisfy a condition or other contingency set forth in the Lenders Credit Agreement or the Equity Sponsor from their commitments thereunder. As Commitment Letter, or (C) otherwise result in any portion of the date hereof (assuming Financing not being available. The Purchaser has fully paid any and all commitment fees or other fees required by the accuracy of all of the representations and warranties of the Company in this Credit Agreement and the compliance by Equity Commitment Letter, any related fee letter, and any other document entered into in connection with, or related thereto, to be paid on or before the Company date of its obligations under this Agreement). (c) The aggregate proceeds from the Financing, assuming such proceeds are funded in accordance with the Purchaser does not believe that it shall be unable to satisfy on a timely basis any term or condition terms of closing of the financing to be satisfied by it contained in the Commitment Letter or the Equity Commitment Letter and is the Credit Agreement, constitute all of the financing required by the Purchaser to consummate the transactions, and satisfy their obligations, contemplated by this Agreement, including the payment of the Consideration at the Closing and payment of all fees and expenses of the Purchaser due and payable at the Closing. The Credit Agreement contains all of the conditions precedent to the obligations of the Financing Parties thereunder to make the Debt Financing contemplated thereby available to the Purchaser at or prior to the Closing, there are no other conditions precedent to such funding, and the Purchaser does not aware know of any existing fact, occurrence facts or state circumstances that could reasonably be expected to result in the failure of events that may cause any of the terms or conditions of closing of such financings not set forth in the Credit Agreement to be met so as to enable satisfied at the Purchaser to draw down in full Closing. The Equity Commitment Letter contains all of the amounts committed thereunder or of any impediment conditions precedent to the funding of the cash payment obligations of the Sponsor to make the Equity Financing available to the Purchaser under at or prior to the Arrangement. Assuming Closing, there are no other conditions precedent to such funding, and the financing contemplated Purchaser does not know of any facts or circumstances that could reasonably be expected to result in the Commitment Letter and failure of any of the conditions set forth in the Equity Commitment Letter is funded, the net proceeds contemplated by the Commitment Letter and the Equity Commitment Letter shall in the aggregate be sufficient for the Purchaser to pay the aggregate Consideration to be paid pursuant to satisfied at the Arrangement and any other amounts required to be paid by the Purchaser in connection with the consummation of the transactions contemplated by this Agreement and to pay all related fees and expensesClosing.

Sufficient Funds. Prior (i) Acquireco has delivered to the execution Corporation copies of: (A) commitment letters dated January 10, 2007 (the “Funding Commitment Letter”), pursuant to which each of the Guarantors have committed, subject to the terms and delivery conditions set forth therein, to contribute (or cause to be contributed) capital to Acquireco (the “Initial Financing”); and (B) commitment letters dated January 10, 2007 (collectively referred to herein as the “Debt Commitment Letter” and, together with the Funding Commitment Letter, the “Financing Agreements”), which relate to $1,925,000,000 of financing (the “Debt Financing”) including term loan financing (the “Term Loan Financing”), interim financing (the “Bridge Financing”), receivables facility financing, (“Receivables Financing”) and high yield debt financing (“High Yield Financing”). As used in this Agreement, the financing referred to under clause (A) above is referred to as the “Initial Financing”, the financing referred to under clause (B) above is referred to as the “Debt Financing”, and the Initial Financing and Debt Financing are collectively referred to as the “Financing”. (ii) Subject to its terms and conditions, the Financing, when funded in accordance with the Funding Commitment Letter and the DebtCommitment Letter, will provide financing sufficient to permit Acquireco to pay the aggregate Cash Amount payable pursuant to the Arrangement and to pay related fees and expenses. (iii) As of the date hereof, none of the Financing Agreements has been withdrawn and Acquireco does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in the Financing Agreements to not be satisfied. Except for the conditions set forth, described or provided in the Financing Agreements, there are no other conditions precedent to the Financing. (iv) The Financing Agreements have been duly executed and delivered and, as at the date of this Agreement, the Purchaser has delivered to the Company true Financing Agreements are in full force and complete copies effect and are legal and binding obligations of the following commitment letters, which are unamended as of the date hereof, evidencing: (i) the availability of committed credit facilities pursuant to an executed commitment letter (the “Commitment Letter”) dated February 15, 2008 made by Mxxxxx Sxxxxxx Bank International Limited and its affiliates (collectively the “Lenders”) in favour of 6922767 Holding SARL, and (ii) an equity commitment pursuant to an executed equity commitment letter (the “Equity Commitment Letter”) dated February 22, 2008 made by FR Horizon AIV, L.P. (the “Equity Sponsor”) in favour of the Purchaser, pursuant to which the LendersGuarantors, in the case of the Funding Commitment Letter, and the Equity Sponsorof Acquireco, in the case of the Equity Debt Commitment Letter, have committed to provide the Purchaser with debt and equity financing in the amounts of US$850,000,000 and Cdn$1,643,000,000, respectively, subject to the terms thereof. The commitments described in the Commitment Letter and the Equity Commitment Letter are not subject to any condition precedent other than the conditions expressly set forth therein. As of the date hereof (A) each of the Commitment Letter and the Equity Commitment Letter is in full force and effect and is a legal, valid and binding obligation of the Purchaser and, to the knowledge of the Purchaser, the Lenders, in the case of the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, (B) no amendment or modification to either the Commitment Letter or the Equity Commitment Letter is contemplated, and (C) no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchaser under the Commitment Letter or the Equity Commitment Letter, respectively, or excuse the Lenders or the Equity Sponsor from their commitments thereunder. As of the date hereof (assuming the accuracy of all of the representations and warranties of the Company in this Agreement and the compliance by the Company of its obligations under this Agreement), the Purchaser does not believe that it shall be unable to satisfy on a timely basis any term or condition of closing of the financing to be satisfied by it contained in the Commitment Letter or the Equity Commitment Letter and is not aware of any existing fact, occurrence or state of events that may cause any of the terms or conditions of closing of such financings not to be met so as to enable the Purchaser to draw down in full the amounts committed thereunder or of any impediment to the funding of the cash payment obligations of the Purchaser under the Arrangement. Assuming the financing contemplated in the Commitment Letter and the Equity Commitment Letter is funded, the net proceeds contemplated by the Commitment Letter and the Equity Commitment Letter shall in the aggregate be sufficient for the Purchaser to pay the aggregate Consideration to be paid pursuant to the Arrangement and any other amounts required to be paid by the Purchaser in connection with the consummation of the transactions contemplated by this Agreement and to pay all related fees and expenses.

Sufficient Funds. Prior (a) On or prior to the execution and delivery of this Agreementdate hereof, the Purchaser Parent has delivered to the Company true a true, correct and complete copies copy of (1) the executed commitment letter (including all exhibits, schedules, annexes and amendments thereto) from White Oak Global Advisors, LLC, together with the term sheet and a redacted copy of the following commitment lettersexecuted fee letter, which are unamended dated as of the date hereofof this Agreement, evidencing: among Parent, the other parties thereto and White Oak Global Advisors, LLC (i) with the fee letter customarily redacted with respect to fee amounts, pricing caps and other economic terms (other than covenants), but without redacting provisions that would adversely affect the amount or availability of committed credit facilities pursuant to an executed commitment letter the Debt Financing) and other agreements (collectively, the “Debt Commitment Letter”) dated February 15), 2008 made pursuant to which, and subject to the terms and conditions thereof, the lender party thereto has committed to lend the amounts set forth therein to Parent or another wholly owned Affiliate as set forth in the Debt Commitment Letter for the purpose of funding the transactions contemplated by Mxxxxx Sxxxxxx Bank International Limited and its affiliates this Agreement (collectively together with any substitute or alternative debt financing pursuant to Section 6.11(c), the “LendersDebt Financing”) in favour of 6922767 Holding SARL), and (ii2) an equity commitment pursuant to an the executed equity commitment letter letter, dated as of the date hereof (the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Financing Commitments”) dated February 22from Privet Capital Investments II, 2008 made by FR Horizon AIV, L.P. LP (the “Equity SponsorPCI II”) in favour of the Purchaser, pursuant to which PCI II has committed, subject to the Lenders, in the case of the Commitment Letter, terms and the Equity Sponsor, in the case conditions of the Equity Commitment Letter, have committed to provide the Purchaser with debt and equity financing in invest or cause to be invested, directly or indirectly through one or more intermediate entities, the amounts of US$850,000,000 set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter provides that the Company is a third party beneficiary thereof and Cdn$1,643,000,000, respectively, is entitled to enforce such agreement on the terms and subject to the terms thereof. The commitments described in the Commitment Letter and the Equity Commitment Letter are not subject to any condition precedent other than the conditions expressly set forth therein. . (b) As of the date hereof (A) each of hereof, the Commitment Letter and the Equity Commitment Letter is Financing Commitments are in full force and effect and have not been withdrawn or terminated or otherwise amended, supplemented or modified in any respect (except as permitted in Section 6.11). Each of the Financing Commitments, in the form so delivered, is a legal, valid and binding obligation of Parent and Acquisition Sub and the Purchaser andother parties thereto. As of the date hereof, there are no side letters or other agreements, contracts or arrangements to which Parent, Acquisition Sub or any of their Affiliates is a party relating to the knowledge funding or investing, as applicable, or the full amount of the Purchaser, Financing contemplated by the LendersFinancing Commitments, in each case except as have been made available to the case of Company prior to the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, (B) no amendment or modification to either the Commitment Letter or the Equity Commitment Letter is contemplated, and (C) no date hereof. No event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchaser Parent or Acquisition Sub under the Commitment Letter or the Equity Commitment Letter, respectivelyany term, or excuse a failure of any condition, of the Lenders Financing Commitments or otherwise result in any portion of the Equity Sponsor from their commitments thereunderFinancing contemplated thereby to be unavailable. As of the date hereof (assuming the accuracy of all of the representations and warranties of the Company in this Agreement and the compliance by the Company of its obligations under this Agreement)hereof, the Purchaser does not neither Parent nor Acquisition Sub has a reasonable basis to believe that it shall would be unable to satisfy on a timely basis any term or condition of closing of the financing Financing Commitments required to be satisfied by it contained in the Commitment Letter it. Parent and/or Acquisition Sub have fully paid any and all commitment fees or the Equity Commitment Letter and is not aware of any existing fact, occurrence or state of events that may cause any of the terms or conditions of closing of such financings not to be met so as to enable the Purchaser to draw down in full the amounts committed thereunder or of any impediment to the funding of the cash payment obligations of the Purchaser under the Arrangement. Assuming the financing contemplated in the Commitment Letter and the Equity Commitment Letter is funded, the net proceeds contemplated other fees required by the Commitment Letter and the Equity Commitment Letter shall in the aggregate be sufficient for the Purchaser to pay the aggregate Consideration Financing Commitments to be paid pursuant on or before the date of this Agreement. The aggregate proceeds from the Financing when funded in accordance with the Financing Commitments are sufficient to fund all of the Arrangement and any other amounts required to be paid provided by the Purchaser in connection with Parent for the consummation of the transactions contemplated hereby, and are sufficient for the satisfaction of all of Parent’s and Acquisition Sub’s obligations under this Agreement, including the payment of the Total Common Merger Consideration and any amounts payable pursuant to Section 3.3, and the payment of all associated costs and Expenses of the Merger (including any repayment or refinancing of Indebtedness of Parent, Acquisition Sub or the Company required in connection therewith). There are no conditions precedent or other contingencies related to the funding or investing, as applicable, of the full amount of the Financing, other than as expressly set forth in or contemplated by this Agreement and to pay all related fees and expensesthe Financing Commitments.

Sufficient Funds. Prior (a) Exhibit J sets forth true, accurate and complete copies of executed commitment letters from Banc of America Securities Limited and Credit Suisse and Bank of America, N.A. (collectively, the “Debt Commitment Letters”), pursuant to which, and subject to the execution terms and delivery conditions of this Agreementwhich, the Purchaser has delivered lender parties thereto have committed to lend the Company true amounts set forth therein to Americas Buyer and International Buyer, respectively, for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”). Exhibit K sets forth true, accurate and complete copies of the following commitment letters, which are unamended as of the date hereof, evidencing: (i) the availability of committed credit facilities pursuant to an executed commitment letter (the “Commitment Letter”) dated February 15, 2008 made by Mxxxxx Sxxxxxx Bank International Limited and its affiliates (collectively the “Lenders”) in favour of 6922767 Holding SARL, and (ii) an equity commitment pursuant to an executed equity commitment letter (the “Equity Commitment Letter” and together with the Debt Commitment Letters, the “Financing Commitments”) dated February 22from Xxxx Capital Fund VIII-E, 2008 made by FR Horizon AIVL.P., Xxxx Capital Fund IX, L.P. and Xxxx Capital Asia Fund, L.P. (the “Equity SponsorInvestor”) in favour of the Purchaser, pursuant to which the Lenders, in the case of the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, have Investor has committed to provide the Purchaser with debt and equity financing in invest the amounts of US$850,000,000 set forth therein (the “Equity Financing” and Cdn$1,643,000,000together with the Debt Financing, respectively, subject to the terms thereof“Financing”). The commitments described in the Commitment Letter and the Equity Commitment Letter are not subject to any condition precedent other than the conditions expressly set forth therein. provides that ASD is a third party beneficiary thereof. (b) As of the date hereof (A) each of this Agreement, the Commitment Letter and the Equity Commitment Letter is Financing Commitments are in full force and effect and have not been withdrawn or terminated, or otherwise amended or modified in any respect. Each of the Financing Commitments, in the form so delivered, is a legal, valid and binding obligation of the Purchaser applicable Buyer and, to the knowledge of the Purchasereach such Buyer, the Lendersother parties thereto. There are no other agreements, in side letters, or arrangements relating to the case Financing Commitments that could affect the availability of the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, (B) no amendment or modification to either the Commitment Letter Debt Financing or the Equity Commitment Letter is contemplated, and (C) no Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchaser each Buyer under the Commitment Letter any term or the Equity Commitment Letter, respectively, or excuse the Lenders or the Equity Sponsor from their commitments thereunder. As condition of the date hereof (assuming the accuracy of all of the representations Financing Commitments, and warranties of the Company in this Agreement and the compliance by the Company of its obligations under this Agreement), the Purchaser does not each Buyer has no reason to believe that it shall will be unable to satisfy on a timely basis basis, any term or condition of closing of the financing to be satisfied by it it, contained in the Commitment Letter Financing Commitments. Each Buyer has fully paid any and all commitment fees or other fees required by the Equity Commitment Letter and is not aware Financing Commitments to be paid on or before the date of any existing factthis Agreement. The aggregate proceeds from the Financing, occurrence or state of events that may cause any constitute all of the terms or conditions of closing of such financings not financing required to be met so as to enable the Purchaser to draw down in full the amounts committed thereunder or of any impediment to the funding of the cash payment obligations of the Purchaser under the Arrangement. Assuming the financing contemplated in the Commitment Letter provided by Buyers, and the Equity Commitment Letter is funded, the net proceeds contemplated by the Commitment Letter and the Equity Commitment Letter shall in the aggregate be are sufficient for the Purchaser satisfaction of all of Buyers’ obligations under this Agreement in an amount sufficient to pay the aggregate Consideration to be paid pursuant to the Arrangement and any other amounts required to be paid by the Purchaser in connection with the consummation of consummate the transactions contemplated by this Agreement and the Ancillary Agreements, including the payment of the Purchase Price and the payment of all associated costs and expenses (including any refinancing of indebtedness of Buyer or the B&K Companies required in connection therewith, the “Required Amount”). The Financing Commitments contain all of the conditions precedent to pay all related fees the obligations of the parties thereunder to make the Financing available to Buyers on the terms therein. As of the date of this Agreement, none of the Financing Commitments has been withdrawn and expensesBuyers do not know of any facts or circumstances that may be expected to result in any of the conditions set forth in the Financing Commitments not being satisfied. (c) Buyers’ obligations under this Agreement are not subject to any conditions regarding each Buyer’s, its Affiliates’, or any other Person’s ability to obtain financing for the consummation of the transactions contemplated hereby.

Sufficient Funds. Prior At the Closing, Buyer will have sufficient cash, available lines of credit or other sources of funds immediately available to it, without requiring the execution and delivery prior consent, approval or other discretionary action of this Agreementany third party, to consummate the Purchaser has delivered to transactions contemplated hereby, including the Company true and complete copies of the following commitment letters, which are unamended as of the date hereof, evidencingpayment of: (i) the availability of committed credit facilities pursuant to an executed commitment letter (the “Commitment Letter”) dated February 15, 2008 made by Mxxxxx Sxxxxxx Bank International Limited and its affiliates (collectively the “Lenders”) in favour of 6922767 Holding SARLPurchase Price required under Section 2.05(a), and (ii) all fees and expenses to be paid by Buyer in connection with the transactions contemplated hereby (collectively, the “Transaction Payments”). Buyer has delivered to Seller a true and complete copy of: (i) an equity commitment executed Senior Facilities Agreement, dated as of the date hereof and attached hereto as Exhibit E (as in effect on the date hereof, the “Senior Facilities Agreement”), from Metric MTS III Sàrl, a limited liability company (société à responsabilité limitée) incorporated in Luxembourg with registered number B244305 (the “Lender”) pursuant to which, upon the terms and subject to the conditions set forth therein, the Lender has committed to lend the amounts set forth therein (the “Debt Financing”) and (ii) an executed equity commitment letter letter, dated as of the date hereof and attached hereto as Exhibit F (the “Equity Commitment Letter” and, together with the Senior Facilities Agreement, the “Commitment Letters”) dated February 22), 2008 made by FR Horizon AIVfrom the Investor pursuant to which, L.P. upon the terms and subject to the conditions set forth therein, the Investor has committed to invest the amounts set forth therein (the “Equity SponsorFinancing” and, together with the Debt Financing, the “Financing”) in favour of the Purchaser, pursuant to which the Lenders, in the case of the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, have committed to provide the Purchaser with debt and equity financing in the amounts of US$850,000,000 and Cdn$1,643,000,000, respectively, subject to the terms thereof). The commitments described in the Commitment Letter and the Equity Commitment Letter Letters are not subject to any condition precedent other than the conditions expressly set forth therein. As of the date hereof (A) each of the Commitment Letter and the Equity Commitment Letter is in full force and effect and is a legalhave not been withdrawn, valid and binding obligation of the Purchaser andrescinded or terminated, to the knowledge of the Purchaseror otherwise amended, the Lenderssupplemented or modified in any respect. The Commitment Letters, in the case forms so delivered, are legal, valid, binding and enforceable obligations of Buyer and the Investor and the Lender, as applicable (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). Buyer expressly acknowledges that Buyer’s ability to obtain financing (including the Financing) is not a condition to the obligations of Buyer hereunder. Neither Buyer nor any of its Affiliates has entered into any agreement, side letter or other arrangement relating to the financing of the Transaction Payments or transactions contemplated by this Agreement, other than as set forth in the Commitment Letter, Letters and the Equity Sponsor, in the case of the Equity Commitment Letter, (B) no amendment or modification to either the Commitment Letter or the Equity Commitment Letter is contemplated, and (C) no fee letters related thereto. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default or breach on the part of Buyer or the Purchaser Investor or Lender, as applicable, under any of the Commitment Letter or the Equity Commitment Letter, respectively, or excuse the Lenders or the Equity Sponsor from their commitments thereunderLetters. As of the date hereof (assuming the accuracy of all of the representations and warranties of the Company in this Agreement and the compliance by the Company of its obligations under this Agreement), the Purchaser does not Buyer has no reason to believe that it shall or any other party thereto will be unable to satisfy on a timely basis any term or condition of closing of the financing Commitment Letters. The proceeds of the Financing will be sufficient to consummate the transactions contemplated hereby, including the making of all Transaction Payments. Buyer has fully paid (or caused to be satisfied by it contained paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Commitment Letter Financing. There are no conditions precedent or the Equity Commitment Letter and is not aware of any existing fact, occurrence or state of events that may cause any of the terms or conditions of closing of such financings not to be met so as to enable the Purchaser to draw down in full the amounts committed thereunder or of any impediment other contingencies related to the funding of the cash payment obligations full amount of the Purchaser under Financing, other than the ArrangementFinancing Conditions. Assuming The only conditions precedent or other contingencies relating to the financing contemplated funding of the Debt Financing on the Closing Date that will be included in the Commitment Letter and Debt Financing Documents shall be the Equity Commitment Letter is funded, the net proceeds contemplated by the Commitment Letter and the Equity Commitment Letter shall Financing Conditions contained in the aggregate be sufficient for the Purchaser Senior Facilities Agreement. Buyer has no reason to pay the aggregate Consideration to be paid pursuant to the Arrangement and believe that (i) any other amounts required to be paid by the Purchaser in connection with the consummation of the transactions contemplated by this Agreement and Financing Conditions will not be satisfied or (ii) the Financing will not be made available to pay all related fees and expensesBuyer on the Closing Date.

Sufficient Funds. Prior to the execution and delivery of this Agreement, the Purchaser (a) Parent has delivered to the Company true true, correct and complete copies of (i) the following executed bridge loan commitment letter (including all exhibits, schedules and annexes thereto, the “Bridge Commitment Letter”) from the Debt Financing Sources party thereto, together with all related fee letters, engagement letters and other agreements (such letters and other agreements, together with the Bridge Commitment Letter, the “Bridge Debt Commitment Documents”), pursuant to which, and subject to the terms and conditions thereof, the Debt Financing Sources party thereto have committed to lend the aggregate amount of debt financing set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (together with any substitute debt financing pursuant to Section 6.11(d), the “Bridge Debt Financing”), (ii) the standby letter of credit (including all exhibits, schedules and annexes thereto, the “Letter of Credit”) issued by the L/C Issuer, pursuant to which, and subject to the terms and conditions thereof, the L/C Issuer has agreed to honor drawings made thereon by Parent for the purpose of funding the transactions contemplated by this Agreement and (iii) the executed shareholder loan agreement letter (including all exhibits, schedules and annexes thereto, the “Shareholder Loan Agreement”) (together with the Bridge Commitment Letter and the Letter of Credit, the “Debt Commitment Letters”) from the “Shareholder” identified therein (the “Shareholder Lender”), together with all related fee letters, engagement letters and other agreements (such letters and other agreements, together with the Shareholder Loan Agreement, the “Shareholder Debt Commitment Documents”; and, the Shareholder Debt Commitment Documents, together with the Bridge Debt Commitment Documents and the Letter of Credit, collectively, the “Debt Commitment Documents”) (provided that, solely with respect to any such fee letters included in the Bridge Debt Commitment Documents, the fee amounts (none of which are unamended as affects conditionality) may be redacted from such true, correct and complete copies), pursuant to which, and subject to the terms and conditions thereof, the Shareholder Lender party thereto has committed to lend the aggregate amount of debt financing set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (together with any substitute debt financing pursuant to Section 6.11(d), the “Shareholder Debt Financing” and together with the Bridge Debt Financing, the “Debt Financing”). (b) As of the date hereof, evidencing: (i) the availability of committed credit facilities pursuant to an executed commitment letter (the “Debt Commitment Letter”) dated February 15, 2008 made by Mxxxxx Sxxxxxx Bank International Limited and its affiliates (collectively the “Lenders”) in favour of 6922767 Holding SARL, and (ii) an equity commitment pursuant to an executed equity commitment letter (the “Equity Commitment Letter”) dated February 22, 2008 made by FR Horizon AIV, L.P. (the “Equity Sponsor”) in favour of the Purchaser, pursuant to which the Lenders, in the case of the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, have committed to provide the Purchaser with debt and equity financing in the amounts of US$850,000,000 and Cdn$1,643,000,000, respectively, subject to the terms thereof. The commitments described in the Commitment Letter and the Equity Commitment Letter Documents are not subject to any condition precedent other than the conditions expressly set forth therein. As of the date hereof (A) each of the Commitment Letter and the Equity Commitment Letter is in full force and effect and have not been withdrawn or terminated or otherwise amended, supplemented or modified in any respect. Each of the Debt Commitment Documents, in the form so delivered, is a legal, valid and binding obligation of the Purchaser Parent and, to the knowledge Knowledge of Parent, the other parties thereto and enforceable in accordance with their respective terms against Parent and, to the Knowledge of Parent, against each of the Purchaserother parties thereto (except to the extent that enforceability may be limited by the applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the Lenders, in the case enforcement of creditors’ rights generally or by general principles of equity). As of the date hereof, other than the Debt Commitment LetterDocuments, and there are no engagement letters, side letters, contracts or other agreements or arrangements relating to the Equity Sponsor, in Debt Financing or to the case ability of Parent to make a drawing on the Letter of Credit or the issuer thereof to honor such drawing. As of the Equity Commitment Letterdate hereof, (B) no amendment or modification to either the Commitment Letter or the Equity Commitment Letter is contemplated, and (C) no event has occurred which, with or without notice, lapse of time or both, (i) would constitute a default or breach on the part of Parent or Acquisition Sub, or, to the Purchaser Knowledge of Parent, on the part of any other party thereto, under any term, (ii) would, or would reasonably be expected to, result in a failure of any condition to the full funding under the Debt Commitment Letter Letters or (iii) would, or would reasonably be expected to, otherwise result in any portion of the Debt Financing or the Equity Commitment LetterLetter of Credit contemplated thereby to be unavailable on a timely basis, respectivelyand in any event, or excuse not later than the Lenders or the Equity Sponsor from their commitments thereunderClosing. As of the date hereof (assuming the accuracy of all of the representations and warranties of the Company in this Agreement and the compliance by the Company of its obligations under this Agreement)hereof, the Purchaser does not neither Parent nor Acquisition Sub has reason to believe that it shall will be unable to satisfy on a timely basis basis, and in any event, not later than the Closing, any term or condition of closing of the financing Debt Commitment Documents required to be satisfied by it contained in it. Parent and/or Acquisition Sub have fully paid any and all commitment fees or other fees required by the Debt Commitment Letter or the Equity Commitment Letter and is not aware of any existing fact, occurrence or state of events that may cause any of the terms or conditions of closing of such financings not Documents to be met so as to enable paid on or before the Purchaser to draw down in full the amounts committed thereunder or date of any impediment to the funding of the cash payment obligations of the Purchaser under the Arrangementthis Agreement. Assuming the financing contemplated conditions set forth in Section 7.1 and Section 7.2(c) are satisfied or (to the Commitment Letter extent permitted by Law) waived at Closing and assuming no breach by the Equity Commitment Letter is fundedCompany of its representations, warranties and covenants hereunder such that the conditions set forth in Section 7.2 would fail to be satisfied, the net aggregate proceeds contemplated by from the Debt Financing (including, if applicable, the Letter of Credit) (after netting out applicable fees, expenses, original issue discount and similar premiums and charges and after giving effect to the maximum amount of “flex” (including any original issue discount flex) provided for under the Debt Financing) when funded in accordance with the Debt Commitment Letter Letters, together with cash on hand of Parent and the Equity Commitment Letter shall its Subsidiaries, in the aggregate shall be sufficient for to (i) fund all of the Purchaser to pay the aggregate Consideration to be paid pursuant to the Arrangement and any other amounts required to be paid provided by the Purchaser in connection with Parent for the consummation of the transactions contemplated by this Agreement and (ii) satisfy all of Parent’s and Acquisition Sub’s obligations under this Agreement, including the payment of the Aggregate Merger Consideration and the payment of all Expenses of the Merger (including any repayment or refinancing of indebtedness of Parent, Acquisition Sub or the Company required in connection therewith (including any Debt Payoff Amount pursuant to pay all Section 6.13). There are no conditions precedent or contingencies related fees to the funding or investing, as applicable, of the full amount of the Debt Financing and expensesthe Letter of Credit at or prior to the Closing, other than as expressly set forth in or contemplated by the Debt Commitment Letters.