Common use of Authority and No Violation Clause in Contracts

Authority and No Violation. (a) The execution, delivery and performance by each Borrower and Parent of the Transaction Documents to which it is a party, the grant by each Borrower and each Pledgor to the Administrative Agent for the benefit of the Secured Parties of the security interest in the Collateral and the Pledged Collateral, respectively, as contemplated by the Fundamental Documents and, in the case of the Borrowers, the Borrowings hereunder, the guaranty of the Obligations as contemplated by Article 11 hereof, and the execution, delivery and performance of the Notes hereof, (i) have been duly authorized by all necessary company action (or similar action) on the part of such Person, (ii) will not constitute a violation by such Person of any provision of Applicable Law or any order of any Governmental Authority applicable to such Person, or any of its respective properties or assets, other than where any such violation could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) will not violate any provision of the certificate of formation or articles or certificate of organization, by-laws, operating agreement, partnership agreement or any other organizational document of such Person, (iv) will not violate any provision of, be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document or indenture, agreement, bond, note or other similar instrument to which a Borrower or any of the parties to the Assignment Agreements are a party or by which such Borrower or any of its properties or assets are bound, other than where any such violation, conflict, breach, default or termination could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (v) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of such Borrowers other than pursuant to the Fundamental Documents. (b) There are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement or Applicable Law, including any securities laws and the regulations promulgated thereunder.

Authority and No Violation. (a) Each of Parent and Offeror has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution, execution and delivery of this Agreement by Parent and performance Offeror and the consummation by each Borrower and Parent Offeror of the Transaction Documents to which it is a party, the grant by each Borrower and each Pledgor to the Administrative Agent for the benefit of the Secured Parties of the security interest in the Collateral and the Pledged Collateral, respectively, as contemplated by the Fundamental Documents and, in the case of the Borrowers, the Borrowings hereunder, the guaranty of the Obligations as contemplated by Article 11 hereof, and the execution, delivery and performance of the Notes hereof, (i) Offer have been duly authorized by all their respective boards of directors and no other corporate proceedings on their parts are necessary company action to authorize this Agreement or the Offer. This Agreement has been duly executed and delivered by each of Parent and Offeror and constitutes a legal, valid and binding obligation of each of Parent and Offeror, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Parent and Offeror of this Agreement and the performance by them of their respective obligations under this Agreement, and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction, will not result (with or similar actionwithout notice or the passage of time) on in a violation or breach of or constitute a default under any provision of: (i) the part constating documents of such Person, Parent and Offeror; (ii) will not constitute a any applicable Laws, except to the extent that the violation by such Person of or breach of, under, any provision of Applicable Law or any order of any Governmental Authority applicable to such PersonLaws, or any of its respective properties or assets, other than where any such violation could would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, reasonably be expected to materially adversely affect the ability of Parent or Offeror to perform their respective obligations under this Agreement; (iii) will not violate any provision of the certificate of formation or articles or certificate of organization, by-laws, operating agreement, partnership agreement or any other organizational document of such Person, (iv) will not violate any provision of, be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document or indenture, agreementnote, bond, note mortgage, indenture, contract, licence, permit or other similar instrument government grant to which a Borrower Parent or any of the parties to the Assignment Agreements are a Offeror is party or by which such Borrower or any of its properties or assets are it is bound, other than where any such violation, conflict, breach, default or termination could except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterially adversely affect the ability of Parent or Offeror to perform their respective obligations under this Agreement; or (iv) any judgment, and (v) will not result in the creation decree, order or imposition award of any Lien, charge Governmental Entity or encumbrance of any nature whatsoever upon any of the properties or assets of any of such Borrowers other than pursuant to the Fundamental Documentsarbitrator. (bc) There are no restrictions on the transfer of No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Parent or Offeror in connection with consummation of the Pledged Securities transactions contemplated by the Offer and this Agreement other than those which are contemplated by the Offer and this Agreement, except for such consents, approvals, orders or authorizations, or declarations or filings, as a result to which the failure to obtain or make would not, individually or the in aggregate, prevent or materially delay the consummation of the transactions contemplated by the Offer and this Credit Agreement or Applicable Law, including any securities laws and the regulations promulgated thereunderAgreement.

Authority and No Violation. (a) The executionOfferor has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Offeror and performance the consummation by each Borrower and Parent the Offeror of the Transaction Documents to which it is a party, the grant by each Borrower and each Pledgor to the Administrative Agent for the benefit of the Secured Parties of the security interest in the Collateral and the Pledged Collateral, respectively, as contemplated by the Fundamental Documents and, in the case of the Borrowers, the Borrowings hereunder, the guaranty of the Obligations as contemplated by Article 11 hereof, and the execution, delivery and performance of the Notes hereof, (i) have Offer has been duly authorized by all its Board of Directors and no other corporate proceedings on its part are necessary company action to authorize this Agreement or the Offer. This Agreement has been duly executed and delivered by the Offeror and constitutes a legal, valid and binding obligation of the Offeror, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. The authorization of this Agreement, the execution and delivery by the Offeror of this Agreement and the performance by it of its obligations under this Agreement, and the consummation of the Offer, any Compulsory Acquisition or any subsequent amalgamation of the Offeror and the Company, will not: (i) result (with or similar actionwithout notice or the passage of time) on the part of such Personin a violation or breach of, (ii) will not or constitute a violation by such Person default under, require any consent to be obtained under or give rise to any third party right of termination, cancellation, acceleration, penalty or payment obligation or right of purchase or sale under, any provision of Applicable Law of: (A) its or any order Subsidiary’s certificate of incorporation, articles, by-laws or other charter documents or any Governmental Authority applicable to such Person, agreement with a shareholder or the agreements covering any of its respective properties material joint ventures; (B) any applicable Laws (subject to obtaining the regulatory approvals Disclosed to the Company), except to the extent that the violation or assetsbreach of, other than where or failure to obtain any such violation could consent under, any applicable Laws, would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect with respect to the Offeror; or (iiiC) will not violate any provision of the certificate of formation or articles or certificate of organization, by-laws, operating agreement, partnership agreement or any other organizational document of such Person, (iv) will not violate any provision of, be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document or indenture, agreementnote, bond, note or other similar instrument mortgage, indenture, contract, licence, permit, government grant to which a Borrower the Offeror, any Subsidiary or any of the parties to the Assignment Agreements are a its material joint ventures is party or by which such Borrower or any of its properties or assets are it is bound, other than where any such violation, conflict, breach, default or termination could except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect with respect to the Offeror; (ii) give rise to any right of termination, and amendment, acceleration or cancellation of indebtedness of the Offeror, any Subsidiary or any of its material joint ventures, or cause any such indebtedness to come due before its stated maturity, or cause any available credit of the Offeror, any Subsidiary or any of its material joint ventures to cease to be available; and (viii) will not result in the creation or imposition of any Lienencumbrance, charge or encumbrance of any nature whatsoever lien upon any assets of the properties Offeror, any Subsidiary or assets of any of such Borrowers its material joint ventures, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Offeror. No consent, approval, order or authorization of, or declaration or filing with, any governmental authority is required to be obtained by the Offeror, its Subsidiaries, or its material joint ventures in connection with the execution and delivery of this Agreement other than pursuant those which are contemplated by this Agreement or Disclosed to the Fundamental DocumentsCompany. (b) There are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement or Applicable Law, including any securities laws and the regulations promulgated thereunder.

Authority and No Violation. (a) The executionOfferor has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Offeror and performance the consummation by each Borrower and Parent the Offeror of the Transaction Documents to which it is a party, the grant by each Borrower and each Pledgor to the Administrative Agent for the benefit of the Secured Parties of the security interest in the Collateral and the Pledged Collateral, respectively, as contemplated by the Fundamental Documents and, in the case of the Borrowers, the Borrowings hereunder, the guaranty of the Obligations as contemplated by Article 11 hereof, and the execution, delivery and performance of the Notes hereof, (i) Offer have been duly authorized by all its Board of Directors and no other corporate proceedings on its part are necessary company action (to authorize this Agreement or similar action) on to amend the part of such Person, (ii) will not constitute a violation by such Person of any provision of Applicable Law or any order of any Governmental Authority applicable to such Person, or any of its respective properties or assetsOffer, other than where with respect to the Notice of Change and Variation and other matters related solely thereto. This Agreement has been duly executed and delivered by the Offeror and constitutes a legal, valid and binding obligation of the Offeror, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by the Offeror of this Agreement and the performance by it of its obligations under this Agreement, and the consummation of the Offer, any such Compulsory Acquisition or any Subsequent Acquisition Transaction, will not: (i) result (with or without notice or the passage of time) in a violation could or breach of, or constitute a default under any provision of: (A) the constating documents of the Offeror; (B) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) will not violate any provision of the certificate of formation or articles or certificate of organization, by-laws, operating agreement, partnership agreement or any other organizational document of such Person, (iv) will not violate any provision of, be in conflict with, result in a breach of, or constitute (Effect with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document or indenture, agreement, bond, note or other similar instrument to which a Borrower or any of the parties respect to the Assignment Agreements are a party Offeror; or (C) any judgment, decree, order or by which such Borrower award of any court, governmental body or any of its properties arbitrator, except to the extent that the violation or assets are bound, other than where any such violation, conflict, breach, default or termination could breach would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (v) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of such Borrowers other than pursuant Effect with respect to the Fundamental DocumentsOfferor. (bc) There are All requisite regulatory approvals have been obtained and no restrictions on consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by the transfer of any Offeror for the consummation of the Pledged Securities transactions contemplated by this Agreement other than as a result of those which are contemplated by this Credit Agreement or Applicable Law, including any securities laws and the regulations promulgated thereunderAgreement.

Authority and No Violation. (a) The execution, delivery and performance by each Borrower of this Credit Agreement and Parent of the Transaction other Fundamental Documents to which it is a party, by each Credit Party, the grant by each Borrower and each Pledgor to the Administrative Agent for the benefit of the Administrative Agent and the Secured Parties of the security interest in the Collateral and the Pledged Collateral, respectively, as contemplated herein and by the other Fundamental Documents and, in the case of the BorrowersBorrower, the Borrowings hereunder, the guaranty of the Obligations as contemplated by Article 11 hereof, hereunder and the execution, delivery and performance of the Notes and, in the case of each Guarantor, the Guarantee of the Obligations as contemplated in Article 9 hereof, (i) have been duly authorized by all necessary corporate or company (as applicable) action (or similar action) on the part of each such PersonCredit Party, (ii) will not constitute a violation by such Person of any provision of Applicable Law or any order of any Governmental Authority applicable to such PersonCredit Party, or any of its respective properties or assets, other than where any such violation could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) will not violate any provision of the certificate Certificate of formation or articles or certificate of organizationIncorporation, byBy-lawsLaws, operating agreement, partnership limited liability company agreement or any other organizational document of such Personany Credit Party, (iv) will not violate any provision ofof any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which such Credit Party is a party or by which such Credit Party or any of its properties or assets are bound, or any Outside IP Debt Facility, (v) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document or Distribution Agreement, indenture, agreement, bond, note or note, other similar instrument to which a Borrower instrument, or any of the parties to the Assignment Agreements are a party or by which such Borrower or any of its properties or assets are bound, other than where any such violation, conflict, breach, default or termination could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse EffectOutside IP Debt Facility, and (vvi) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever whatsoever, other than any Permitted Lien, upon any of the properties or assets of any of such Borrowers the Credit Parties other than pursuant to the Fundamental Documents. (b) There are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement or Applicable Lawthe other Fundamental Documents, including except, in the case of clauses (ii), (iv) and (v) above, for any securities laws and such conflict, breach, violation or default that would not, individually or in the regulations promulgated thereunderaggregate, have a Material Adverse Effect.

Authority and No Violation. (a) The consummation of the Acquisition, the execution, delivery and performance by each Borrower of this Credit Agreement and Parent of the Transaction other Fundamental Documents to which it is a party, by each Credit Party, the grant by each Borrower and each Pledgor to the Administrative Agent for the benefit of the Secured Parties Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders of the security interest in the Collateral and the Pledged Collateral, respectively, Securities as contemplated herein and by the other Fundamental Documents and, in the case of the Borrowers, the Borrowings hereunder, the guaranty of the Obligations as contemplated by Article 11 hereof, hereunder and the execution, delivery and performance of the Notes and, in the case of each Guarantor, the guaranty of the Obligations as contemplated in Article 9 hereof, (i) have been duly authorized by all necessary corporate or company (as applicable) action (or similar action) on the part of each such PersonCredit Party, (ii) will not constitute a violation by such Person of any provision of Applicable Law in any material respect or any order of any Governmental Authority applicable to such PersonCredit Party, or any of its respective properties or assets, other than where assets in any such violation could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial respect, (iii) will not violate any provision of the certificate Certificate of formation or articles or certificate of organizationIncorporation, byBy-lawsLaws, operating agreement, partnership limited liability company agreement or any other organizational document of such Personany Credit Party, (iv) will not violate any provision ofof any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which such Credit Party is a party or by which such Credit Party or any of its properties or assets are bound in any material respect, (v) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a material default under, or create any right to terminate, any such Transaction Document or Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which a Borrower or any of the parties to the Assignment Agreements are a party or by which such Borrower or any of its properties or assets are bound, other than where any such violation, conflict, breach, default or termination could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effectinstrument, and (vvi) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of such Borrowers the Credit Parties other than pursuant to this Credit Agreement or the other Fundamental Documents. (b) There are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement or Applicable Law, including any applicable securities laws and the regulations promulgated thereunder.

Authority and No Violation. (a) The execution, delivery and performance by each Borrower and Parent Credit Party of the Transaction Fundamental Documents to which it is a party, the grant by each Borrower and each Pledgor Credit Party to the Administrative Agent for the benefit of the Secured Parties of the security interest in the Collateral and the grant by each Pledgor to the Administrative Agent for the benefit of the Secured Parties of the security interest in the Pledged Collateral, respectivelyin each case, as contemplated by the Fundamental Documents and, in the case of the BorrowersBorrower, the Borrowings hereunder, the guaranty of the Obligations as contemplated by Article 11 hereof, hereunder and the execution, delivery and performance of the Notes hereofand, in the case of each Guarantor, the guaranty of the Obligations as contemplated in Article 9, (i) have been duly authorized by all necessary company action (or similar action) on the part of such Personeach Credit Party, (ii) will not constitute a violation by such Person of any provision of Applicable Law or any order of any Governmental Authority applicable to such Person, Credit Party or any of its respective properties or assets, other than where any such violation could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) will not violate any provision of the certificate of formation or articles or certificate of organization, by-lawsby‑laws, operating agreement, partnership agreement or any other organizational document of such PersonCredit Party, (iv) will not violate any provision of, be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document Distribution Agreement, or any indenture, agreement, bond, note or other similar instrument to which a Borrower or any of the parties to the Assignment Agreements are a party Credit Party or by which such Borrower a Credit Party or any of its properties or assets are bound, other than where any such violation, conflict, breach, default or termination described in clauses (ii) and (iv) above could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (v) will not result in the creation or imposition of any Lien, charge or encumbrance Lien of any nature whatsoever upon any of the properties or assets of any of such Borrowers Credit Party other than pursuant to the Fundamental Documents. (b) There Other than the restrictions listed on Schedule 3.2(b), there are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement or Applicable Law, including any securities laws and the regulations promulgated thereunder.

Authority and No Violation. (a) The execution, delivery and performance by each Borrower of this Credit Agreement and Parent of the Transaction other Fundamental Documents to which it is a partyparty by each Credit Party, the grant by each Borrower and each Pledgor to the Administrative Agent for the benefit of the Secured Parties Administrative Agent and the Lenders of the security interest in the Collateral and the Pledged Collateral, respectively, Securities as contemplated herein and by the other Fundamental Documents by each Credit Party and, in the case of the BorrowersBorrower, the Borrowings hereunder, the guaranty of the Obligations as contemplated by Article 11 hereof, hereunder and the execution, delivery and performance of the Notes and, in the case of each Guarantor, the guaranty of the Obligations as contemplated in Article 9 hereof, (ix) have been duly authorized by all necessary company corporate action (or similar action) on the part of such Person, each Credit Party or (iiy) will not (i) constitute a violation by such Person of any provision of Applicable Law or any order of any Governmental Authority applicable to such PersonCredit Party, or any of its respective properties or assets, other than where any such violation could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iiiii) will not violate any provision of the certificate Certificate of formation or articles or certificate of organizationIncorporation, by-lawsBy–Laws, operating agreement, partnership agreement or any other organizational document of such PersonCredit Party, (iii) violate any provision of any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which such Credit Party is a party or by which such Credit Party or any of its properties or assets are bound, (iv) will not violate any provision of, be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document or Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which a Borrower or any of the parties to the Assignment Agreements are a party or by which such Borrower or any of its properties or assets are boundinstrument, other than where any such violation, conflict, breach, default or termination violation referred to in clauses (x) and (y) (i)-(iv) could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (v) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever (other than Permitted Encumbrances) upon any of the properties or assets of any of such Borrowers Credit Parties other than pursuant to this Credit Agreement or the other Fundamental Documents. (b) There Other than the restrictions listed on Schedule 3.2(b), there are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement or Applicable Law, including any applicable securities laws and the regulations promulgated thereunder.

Authority and No Violation. (a) The executionCompany has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and performance the consummation by each Borrower and Parent the Company of the Transaction Documents to which it is a party, the grant by each Borrower and each Pledgor to the Administrative Agent for the benefit of the Secured Parties of the security interest in the Collateral and the Pledged Collateral, respectively, as contemplated by the Fundamental Documents and, in the case of the Borrowers, the Borrowings hereunder, the guaranty of the Obligations as contemplated by Article 11 hereof, and the execution, delivery and performance of the Notes hereof, (i) Offer have been duly authorized by all its Board of Directors and no other corporate proceedings on its part are necessary company action to authorize this Agreement or the Offer, other than, with respect to the Directors’ Circular and other matters relating solely thereto. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by the Company of this Agreement and the performance by it of its obligations under this Agreement, and the consummation of the Offer (but for greater certainty, not including any Compulsory Acquisition or similar actionany Subsequent Acquisition Transaction), will not: (i) on result (with or without notice or the part passage of such Person, (iitime) will not in a violation or breach of or constitute a violation by such Person of default under any provision of Applicable Law of: (A) its or any order Subsidiary’s certificate of any Governmental Authority applicable to such Personincorporation, articles, by-laws or other charter documents or the agreements governing any of its respective properties material joint ventures; (B) any applicable Laws, except to the extent that the violation or assetsbreach of, other than where under, any such violation could applicable Laws, would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) will not violate any provision of the certificate of formation or articles or certificate of organization, by-laws, operating agreement, partnership agreement or any other organizational document of such Person, (iv) will not violate any provision of, be in conflict with, result in a breach of, or constitute (Effect with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document or indenture, agreement, bond, note or other similar instrument to which a Borrower or any of the parties respect to the Assignment Agreements are a party Company; (C) any judgment, decree, order or by which such Borrower award of any court, governmental body or any of its properties arbitrator, except to the extent that the violation or assets are bound, other than where any such violation, conflict, breach, default or termination could breach would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect with respect to the Company; (D) any note, bond, mortgage, indenture, contract, licence, permit, government grant to which the Company, any subsidiary or any material joint venture of the Company is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Company; (ii) give rise to any right of termination, acceleration or cancellation of indebtedness of the Company, any subsidiary or any material joint venture of the Company, or cause any such indebtedness to come due before its stated maturity; (iii) other than the IFI Rights, the Change of Control Agreements and (v) will not the terms of the Company’s engagement of N M Rothschild & Sons Limited, trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, license, franchise or permit, or result in the creation or imposition of any Lienencumbrance, charge or encumbrance of any nature whatsoever lien upon any of the properties Company’s assets or the assets of any of such Borrowers other than pursuant its subsidiaries or material joint ventures, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Fundamental DocumentsCompany; or (iv) result in the imposition of any encumbrance, charge or lien upon any assets of the Company or any subsidiary or any material joint venture of the Company. (bc) There are no restrictions on No consent, approval, order or authorization of, or declaration or filing with, any governmental authority is required to be obtained by the transfer Company or the Subsidiaries in connection with the execution and delivery of any of the Pledged Securities this Agreement other than as a result of those which are contemplated by this Credit Agreement or Applicable Law, including any securities laws and the regulations promulgated thereunderAgreement.

Authority and No Violation. (a) Each of Tongling, CRCC and the Offeror has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution, execution and delivery of this Agreement and performance the making and consummation of the Offer by each Borrower and Parent of the Transaction Documents to which it is a partyTongling, the grant by each Borrower and each Pledgor to the Administrative Agent for the benefit of the Secured Parties of the security interest in the Collateral CRCC and the Pledged Collateral, respectively, as contemplated by the Fundamental Documents and, in the case of the Borrowers, the Borrowings hereunder, the guaranty of the Obligations as contemplated by Article 11 hereof, and the execution, delivery and performance of the Notes hereof, (i) Offeror have been duly authorized by all its board of directors and no other corporate proceedings on its part are necessary company action to authorize this Agreement and the transactions contemplated hereby including, without limitation, the making of the Offer and the taking up and payment for the Shares thereunder. This Agreement has been duly executed and delivered by each of Tongling, CRCC and the Offeror and constitutes a legal, valid and binding obligation of each of Tongling, CRCC and the Offeror, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by each of Tongling, CRCC and the Offeror of this Agreement and the performance by each of Tongling, CRCC and the Offeror of its obligations under this Agreement, and the consummation of the Contemplated Transactions, will not result (with or similar actionwithout notice or the passage of time) on in a violation or breach of or constitute a default under any provision of: (i) the part constating documents of such Personeach of Tongling, CRCC and the Offeror; (ii) will not constitute a violation by any applicable Laws (subject to obtaining the Regulatory Approvals), except to the extent that such Person of any provision of Applicable Law violation, breach or any order of any Governmental Authority applicable to such Person, or any of its respective properties or assets, other than where any such violation could default would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, prevent or materially delay the consummation of the Contemplated Transactions; or (iii) will not violate any provision of the certificate of formation or articles or certificate of organization, by-laws, operating agreement, partnership agreement or any other organizational document of such Person, (iv) will not violate any provision of, be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document or indenture, agreementnote, bond, note mortgage, indenture, contract, licence, permit or other similar instrument government grant to which a Borrower or any of Tongling, CRCC or the parties to the Assignment Agreements are Offeror is a party or by which such Borrower or any of its properties or assets are it is bound, other than where any except to the extent that such violation, conflict, breach, breach or default or termination could would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (v) will not result in prevent or materially delay the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any consummation of the properties or assets of any of such Borrowers other than pursuant to the Fundamental DocumentsContemplated Transactions. (b) There are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement or Applicable Law, including any securities laws and the regulations promulgated thereunder.

Authority and No Violation. (ai) The execution, delivery and performance by each Borrower of this Credit Agreement and Parent of the Transaction other Fundamental Documents to which it is a party, by the Parent, the grant by each Borrower and each Pledgor to the Administrative Agent for the benefit of the Secured Parties Administrative Agent, the Issuing Bank and the Lenders of the security interest in the Collateral and the Pledged Collateral, respectively, Securities as contemplated herein and by the other Fundamental Documents and, in the case of the Borrowers, the Borrowings hereunderParent, the guaranty of the Obligations as contemplated by in this Article 11 hereof, and the execution, delivery and performance of the Notes hereof10, (iu) have been duly authorized by all necessary company corporate action (or similar action) on the part of such Personthe Parent, (iiv) will not constitute a violation by such Person of any provision of Applicable Law in any material respect or any order of any Governmental Authority applicable to such Personthe Parent, or any of its respective properties or assetsassets in any material respect, (w) will not violate any provision of the Certificate of Incorporation, By–Laws, operating agreement or any other organizational document of the Parent, (x) will not violate any provision of any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which the Parent or by which the Parent or any of its properties or assets are bound, other than where any such violation could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iiiy) will not violate any provision of the certificate of formation or articles or certificate of organization, by-laws, operating agreement, partnership agreement or any other organizational document of such Person, (iv) will not violate any provision of, be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document or Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which a Borrower or any of the parties to the Assignment Agreements are a party or by which such Borrower or any of its properties or assets are boundinstrument, other than where any such violation, conflict, breach, default or termination violation could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect and (vz) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of such Borrowers the Parent other than pursuant to this Credit Agreement or the other Fundamental Documents. (bii) There Other than the restrictions listed on Schedule 3.2(b), there are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement or Applicable Law, including any applicable securities laws and the regulations promulgated thereunder.

Authority and No Violation. (a) The execution, delivery and performance by each Borrower of this Credit Agreement and Parent of the Transaction other Fundamental Documents to which it is a partyparty by each Credit Party, the grant by each Borrower and each Pledgor to the Administrative Agent for the benefit of the Secured Parties Administrative Agent, the Issuing Bank and the Lenders of the security interest in the Collateral and the Pledged Collateral, respectively, Securities as contemplated herein and by the other Fundamental Documents by each Credit Party and, in the case of the BorrowersBorrower, the Borrowings hereunder, the guaranty of the Obligations as contemplated by Article 11 hereof, hereunder and the execution, delivery and performance of the Notes and, in the case of each Guarantor, the guaranty of the Obligations as contemplated in Article 9 hereof, (i) have been duly authorized by all necessary company corporate action (or similar action) on the part of such Personeach Credit Party, (ii) will not constitute a violation by such Person of any provision of Applicable Law in any material respect or any order of any Governmental Authority applicable to such PersonCredit Party, or any of its respective properties or assetsassets in any material respect, (iii) will not violate any provision of the Certificate of Incorporation, By–Laws, operating agreement, partnership agreement or any other organizational document of such Credit Party, (iv) will not violate any provision of any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which such Credit Party is a party or by which such Credit Party or any of its properties or assets are bound, other than where any such violation could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect (iiiv) will not violate any provision of the certificate of formation or articles or certificate of organization, by-laws, operating agreement, partnership agreement or any other organizational document of such Person, (iv) will not violate any provision of, be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document or Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which a Borrower or any of the parties to the Assignment Agreements are a party or by which such Borrower or any of its properties or assets are boundinstrument, other than where any such violation, conflict, breach, default or termination violation could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (vvi) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of such Borrowers Credit Parties other than pursuant to this Credit Agreement or the other Fundamental Documents. (b) There Other than the restrictions listed on Schedule 3.2(b), there are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement or Applicable Law, including any applicable securities laws and the regulations promulgated thereunder.

Authority and No Violation. (a) The Upon the entry by the Bankruptcy Court of the Interim Order (or the Final Order, when applicable), the execution, delivery and performance by each Borrower of this Credit Agreement and Parent of the Transaction other Fundamental Documents to which it is a partyparty by each Credit Party, the grant by each Borrower and each Pledgor to the Administrative Agent for the benefit of the Secured Parties Administrative Agent, the Issuing Bank and the Lenders of the security interest in the Collateral and the Pledged Collateral, respectively, Securities as contemplated herein and by the other Fundamental Documents by each Credit Party and, in the case of the BorrowersBorrower, the Borrowings hereunder, the guaranty of the Obligations as contemplated by Article 11 hereof, hereunder and the execution, delivery and performance of the Notes and, in the case of each Guarantor, the guaranty of the Obligations as contemplated in Article 9 hereof, (ix) have been duly authorized by all necessary company corporate action (or similar action) on the part of such Person, each Credit Party or (iiy) will not (i) constitute a violation by such Person of any provision of Applicable Law or any order of any Governmental Authority applicable to such PersonCredit Party, or any of its respective properties or assets, other than where any such violation could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iiiii) will not violate any provision of the certificate Certificate of formation or articles or certificate of organizationIncorporation, by-lawsBy–Laws, operating agreement, partnership agreement or any other organizational document of such PersonCredit Party, (iii) violate any provision of any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which such Credit Party is a party or by which such Credit Party or any of its properties or assets are bound, (iv) will not violate any provision of, be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document or Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which a Borrower or any of the parties to the Assignment Agreements are a party or by which such Borrower or any of its properties or assets are boundinstrument, other than where any such violation, conflict, breach, default or termination violation referred to in clauses (x) and (y) (i)-(iv) could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (v) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever (other than Permitted Encumbrances) upon any of the properties or assets of any of such Borrowers Credit Parties other than pursuant to this Credit Agreement or the other Fundamental Documents. (b) There Other than the restrictions listed on Schedule 3.2(b), there are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement or Applicable Law, including any applicable securities laws and the regulations promulgated thereunder.

Authority and No Violation. (a) The execution, delivery and performance by each Borrower of this Credit Agreement and Parent of the Transaction other Fundamental Documents to which it is a party, by each Credit Party, the grant by each Borrower and each Pledgor to the Administrative Agent for the benefit of the Secured Parties Administrative Agent, the Issuing Bank and the Lenders of the security interest in the Collateral and the Pledged Collateral, respectively, Securities as contemplated herein and by the other Fundamental Documents and, in the case of the Borrowers, the Borrowings hereunder, the guaranty of the Obligations as contemplated by Article 11 hereof, hereunder and the execution, delivery and performance of the Notes and, in the case of each Guarantor, the guaranty of the Obligations as contemplated in Article 9 hereof, (i) have been duly authorized by all necessary company corporate action (or similar action) on the part of each such PersonCredit Party, (ii) will not constitute a violation by such Person of any provision of Applicable Law in any material respect or any order of any Governmental Authority applicable to such PersonCredit Party, or any of its respective properties or assets, other than where assets in any such violation could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial respect, (iii) will not violate any provision of the certificate Certificate of formation or articles or certificate of organizationIncorporation, byBy-lawsLaws, operating agreement, partnership agreement or any other organizational document of such Personany Credit Party, (iv) will not violate any provision ofof any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which such Credit Party is a party or by which such Credit Party or any of its properties or assets are bound in any material respect, (v) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document or Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which a Borrower or any of the parties to the Assignment Agreements are a party or by which such Borrower or any of its properties or assets are bound, other than where any such violation, conflict, breach, default or termination could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effectinstrument, and (vvi) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of such Borrowers the Credit Parties other than pursuant to this Credit Agreement or the other Fundamental Documents. (b) There are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement or Applicable Law, including any applicable securities laws and the regulations promulgated thereunder.

Authority and No Violation. (a) The execution, delivery and performance by each Borrower of this Credit Agreement and Parent of the Transaction other Fundamental Documents to which it is a party, by each Credit Party, the grant by each Borrower and each Pledgor to the Administrative Agent for the benefit of the Secured Parties of the security interest in the Collateral and the Pledged Collateral, respectively, Real Property Assets as contemplated by this Credit Agreement and the other Fundamental Documents to which it is or will be a party, by each Credit Party, and the pledge to the Collateral Agent for the benefit of the Secured Parties of the Pledged Collateral as contemplated by Article 10 hereof, by each Pledgor and, in the case of the BorrowersBorrower, the Borrowings hereunder, the guaranty of the Obligations as contemplated by Article 11 hereof, hereunder and the execution, delivery and performance of the Notes notes evidencing any of the Loans hereunder and, in the case of each Guarantor, the guaranty of the Obligations as contemplated in Article 9 hereof, (i) have been duly authorized by all necessary company company, partnership or corporate (as applicable) action (or similar action) on the part of each such PersonCredit Party, (ii) will not constitute a violation by such Person of any provision of Applicable Law or any order of any Governmental Authority applicable to such Person, Credit Party or any of its respective properties or assets, other than where any such violation could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) will not violate any provision of the certificate Certificate of formation or articles or certificate of organizationIncorporation, byBy-lawsLaws, operating partnership agreement, partnership agreement limited liability company agreement, articles of organization or any other organizational document of any Credit Party or any Subsidiary of a Credit Party, or any provision of any Regulatory License, Reimbursement Approval, Management Agreement, material indenture, agreement, bond, note, mortgage, deed of trust, or other similar instrument to which such PersonCredit Party is a party or by which such Credit Party or any of its respective properties or assets are bound or to which such Credit Party is subject, (iv) will not violate any provision of, be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document or Regulatory License, Reimbursement Approval, Management Agreement, indenture, agreement, bond, note note, mortgage, deed of trust, or other similar instrument to which a Borrower or any of the parties to the Assignment Agreements are a party or by which such Borrower or any of its properties or assets are bound, other than where any such violation, conflict, breach, default or termination could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (v) will not result in the creation or imposition of (or the obligation to create or impose) any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of such Borrowers the Credit Parties or any Subsidiary of a Credit Party other than pursuant to the Fundamental Documents. (b) There are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement or Applicable Law, including any securities laws and the regulations promulgated thereunderother Fundamental Documents.

Authority and No Violation. (a) The execution, delivery and performance by each Borrower and Parent of the Transaction Documents to which it is a party, the grant by each Borrower and each Pledgor to the Administrative Agent for the benefit of the Secured Parties of the security interest in the Collateral and the Pledged Collateral, respectively, as contemplated by the Fundamental Documents and, in the case of the Borrowers, the Borrowings hereunder, the guaranty of the Obligations as contemplated by Article 11 hereof, and the execution, delivery and performance of the Notes hereof, (i) The Purchaser has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary company action (or similar action) the board of directors of the Purchaser, and no other corporate proceedings on the part of such Person, the Purchaser are necessary to authorize this Agreement or the transactions contemplated hereby. (ii) The approval of this Agreement, and the transaction documents to which it is, or is specified to be, a party, will not constitute be on the Closing Date, duly executed and delivered by the Purchaser and, assuming the due authorization and execution of this Agreement by the Vendor, this Agreement represents a legal, valid, and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforcement may be limited by the Enforceability Exceptions. (iii) The execution and delivery of this Agreement by the Purchaser and the performance by its obligations hereunder and the completion of the transactions contemplated thereby, will not: (A) result in a violation by such Person of or breach of, require any consent to be obtained under or give rise to any termination, purchase or sale rights or payment obligation under any provision of: (I) the Purchaser’s certificate of Applicable Law incorporation, notice of articles or articles or any order other agreement or understanding relating to ownership of shares or other interests or to corporate governance; (II) any Governmental Authority applicable Laws, judgment or decree, except to such Personthe extent that the violation or breach of, or failure to obtain any of its respective properties consent under, any Laws, judgment or assets, other than where any such violation could decree would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on the Purchaser; or (III) any indenture, (iii) will not violate any provision of the certificate of formation or articles or certificate of organizationmortgage, by-lawslease, operating agreement, partnership agreement instrument, statute, regulation, order, judgment, decree or any other organizational document of such Personlaw to which the Purchaser is a party to, bound by or subject to; (ivB) will not violate any provision of, be in conflict with, result in a material violation or material breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document or indenturematerial contract, agreement, bondlicense, note franchise or other similar instrument permit to which it is party or by which it is bound or is subject or is the beneficiary; (C) have a Borrower Material Adverse Effect on the Purchaser; (D) require consent to be obtained under any material contract, agreement, license, franchise or any of permit to which the parties to the Assignment Agreements are Purchaser is a party or by which it is bound or subject or is the beneficiary; (E) give rise to any right of termination or acceleration of indebtedness of the Purchaser, or cause such Borrower indebtedness to come due before its stated maturity or cause any available credit of the Purchaser to cease to be available; or (F) result in the imposition of any Encumbrance, upon any of its properties material Assets, or assets are boundrestrict, hinder, impair or limit its ability to carry on its business as and where it is now being carried on in all material respects. (iv) Except for the final acceptance hereof by the TSX expected in the ordinary course, no consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by the Purchaser in connection with the execution and delivery of this Agreement or the consummation by the Purchaser of the transactions contemplated hereby or thereby other than where any such violationconsents, conflictapprovals, breachorders, default authorizations, declarations or termination could filings of or with a Governmental Entity which, if not obtained, would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (v) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of such Borrowers other than pursuant to the Fundamental Documents. (b) There are no restrictions Effect on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement or Applicable Law, including any securities laws and the regulations promulgated thereunderPurchaser.

Authority and No Violation. (a) Torque has all requisite corporate power and authority to enter into this Agreement and the documents required to be executed by it in connection with the transactions contemplated herein, to perform its obligations hereunder and to consummate the Arrangement and the other transactions contemplated by this Agreement. (b) This Agreement has been duly executed and delivered by Torque and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. All documents required to be executed by Torque in connection with the transactions contemplated herein will be duly executed and delivered by Torque on or prior to the Effective Date and, when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. (c) The execution, delivery approval of this Agreement and performance the other documents required to be executed by each Borrower and Parent of Torque in connection with the Transaction Documents to which it is a partytransactions contemplated herein, the grant execution and delivery by each Borrower Torque of this Agreement and each Pledgor to the Administrative Agent for the benefit of the Secured Parties of the security interest in the Collateral and the Pledged Collateral, respectively, as contemplated by the Fundamental Documents and, in the case of the Borrowers, the Borrowings hereunder, the guaranty of the Obligations as contemplated by Article 11 hereofsuch other documents, and the execution, delivery performance by Torque of its obligations hereunder and performance the completion of the Notes hereofArrangement and the transactions contemplated thereby, will not: (i) have conflict with, result in a violation or breach of, constitute a default or require any consent (other than such as has already been duly authorized by all necessary company action obtained), to be obtained under, or give rise to any termination rights or payment obligation under, any provision of: (A) its articles or any other agreement or understanding with any party holding an ownership interest in Torque; (B) any resolutions of the Torque Board (or similar actionany committee thereof) on the part of such Personor shareholders; (C) any applicable Laws; or (D) any license or registration or any agreement, contract or commitment, written or oral, which Torque or any Torque Subsidiary is a party to or bound by or subject to; (ii) will not constitute a violation by such Person give rise to any right of any provision termination or acceleration of Applicable Law indebtedness of Torque or any order of any Governmental Authority applicable to such PersonTorque Subsidiary, or cause any third party indebtedness of Torque or any Torque Subsidiary to come due before its respective properties or assets, other than where any such violation could stated maturity; (iii) except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) will not violate any provision of the certificate of formation or articles or certificate of organization, by-laws, operating agreement, partnership agreement or any other organizational document of such Person, (iv) will not violate any provision of, be in conflict withEffect on Torque, result in a breach ofthe imposition of any Encumbrance upon any of Torque’s assets or the assets of any of the Torque Subsidiaries, or constitute (with due notice restrict, hinder, impair or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document or indenture, agreement, bond, note or other similar instrument to which a Borrower limit its or any of the parties Torque Subsidiaries’ ability to carry on their respective business as and where it is now being carried on or as and where it may be carried on in the Assignment Agreements are a party future; or (iv) except as disclosed in the Torque Information Record, result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any Person, or any increase in any employee benefits otherwise payable, or the acceleration of the time of payment, vesting or exercise of any employee benefits. (d) No consent, approval, order, registration, notice, declaration or filing with, any Governmental Entity or other Person is required to be obtained by which such Borrower Torque or any Torque Subsidiary in connection with the execution and delivery of this Agreement or any of its properties the other documents contemplated hereby, or assets are boundthe consummation by Torque of the transactions contemplated hereby or thereby, other than where than: (i) any such violationapprovals required by the Interim Order, conflictif applicable; (ii) the Final Order, breachif applicable; and (iii) any other consents, default approvals, orders, authorizations, declarations or termination filings of or with a Governmental Entity which are purely of an administrative nature and which could notbe completed or obtained without Material Adverse Effect on Torque immediately after the Effective Date or which, either individually or if not obtained, would not in the aggregate, reasonably be expected to aggregate have a Material Adverse Effect, and (v) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of such Borrowers other than pursuant to the Fundamental DocumentsEffect on Torque. (b) There are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement or Applicable Law, including any securities laws and the regulations promulgated thereunder.

Authority and No Violation. (a) The execution, delivery and performance by each Borrower of this Credit Agreement and Parent of the Transaction other Fundamental Documents to which it is a party, by each Credit Party, the grant by each Borrower and each Pledgor to the Administrative Collateral Agent for the benefit of the Secured Parties and/or the Tranche A Collateral Agent for the benefit of the Lenders owed the Adjusted Tranche A Obligations of the security interest in the Collateral and the Pledged Collateral, respectively, Mortgaged Real Property Assets as contemplated by this Credit Agreement and the other Fundamental Documents to which it is or will be a party, by each Credit Party, and, in the case of the Borrowerseach Borrower, the Borrowings hereunderhereunder and the execution, delivery and performance of any Notes executed by such Borrower and, in the case of each Guarantor, the guaranty of the Obligations as contemplated by in Article 11 hereof, and the execution, delivery and performance of the Notes 8 hereof, (i) have been duly authorized by all necessary corporate, limited liability company or partnership (as applicable) action (or similar action) on the part of each such PersonCredit Party and by all necessary stockholder, member or partner (as applicable) action, (ii) will not constitute a violation by such Person of any provision of Applicable Law that could reasonably be expected to result in a Material Adverse Effect, or a material violation of any material order of any Governmental Authority applicable to such Person, Credit Party or any of its respective properties or assets, other than where any such violation could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) will not violate any provision of the certificate Organizational Documents of formation any Credit Party, or articles any provision of any indenture, bond, note, mortgage, deed of trust, or certificate of organizationany similar instrument or agreement evidencing Indebtedness, by-laws, operating agreement, partnership agreement or any other organizational document material agreement listed on Schedule 3.16 hereto, to which such Credit Party is a party or subject or by which such Credit Party or any of such Personits respective properties or assets are bound, (iv) will not violate any provision of, be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document or indenture, agreement, bond, note note, mortgage, deed of trust, similar instrument or agreement evidencing Indebtedness or other similar instrument material agreement listed on Schedule 3.16 hereto, or give rise to which a Borrower or any right under any of the parties foregoing to the Assignment Agreements are a party or require any payment to be made by which such Borrower or any of its properties or assets are bound, other than where any such violation, conflict, breach, default or termination could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse EffectCredit Party, and (v) will not result in the creation or imposition of (or the obligation to create or impose) any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of such Borrowers the Credit Parties or any Subsidiary of a Credit Party, other than pursuant to the Fundamental Documents. (b) There are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement or Applicable Law, including any securities laws and the regulations promulgated thereunder.

Authority and No Violation. (a) The executionCompany has the necessary corporate power, delivery authority and performance by each Borrower capacity to enter into this Agreement and Parent of the Transaction Documents all documents and agreements contemplated herein to which it is or will be a party, party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement by the grant Company and the consummation by each Borrower and each Pledgor to the Administrative Agent for the benefit Company of the Secured Parties of the security interest in the Collateral and the Pledged Collateral, respectively, as contemplated by the Fundamental Documents and, in the case of the Borrowers, the Borrowings hereunder, the guaranty of the Obligations as contemplated by Article 11 hereof, and the execution, delivery and performance of the Notes hereof, (i) Amalgamation have been duly authorized by all the Board and no other corporate proceedings on its part are necessary company action to authorize this Agreement and the Amalgamation, other than, the approval by the Shareholders as provided in the Circular and other matters relating thereto. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditor's rights generally and general principles of equity. The authorization of this Agreement, the execution and delivery by the Company of this Agreement and the performance by it of its obligations under this Agreement, and the consummation of the Amalgamation, shall not result (with or similar actionwithout notice or the passage of time) on the part in a violation, conflict or breach of, or constitute a default under, in respect of such Personor require any consent to be obtained under or give rise to any third party right of termination, amendment, first refusal, shotgun, cancellation, acceleration, penalty or payment obligation or right of purchase or sale under any provision of: (i) its certificate of incorporation, articles, by-laws or other charter documents; (ii) will not constitute any applicable Laws (subject to obtaining applicable regulatory approvals) except where such violation, breach, default or failure to obtain a violation by such Person of any provision of Applicable Law or any order of any Governmental Authority applicable to such Person, or any of its respective properties or assets, other than where any such violation could consent would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, materially impede the completion of the transactions contemplated by this Agreement; or (iii) will not violate any provision of the certificate of formation or articles or certificate of organization, by-laws, operating agreement, partnership agreement or any other organizational document of such Person, (iv) will not violate any provision of, be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document or indenture, agreementnote, bond, note mortgage, indenture, contract, licence, permit or other similar instrument government grant to which a Borrower the Acquiror or any of the parties to the Assignment Agreements are Subco is a party or by which such Borrower or any of its properties or assets are it is bound, other than except where any such violation, conflict, breach, default or termination could failure to obtain a consent would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (v) will not result in materially impede the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any completion of the properties or assets of any of such Borrowers other than pursuant to the Fundamental Documentstransactions contemplated by this Agreement. (b) There are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement or Applicable Law, including any securities laws and the regulations promulgated thereunder.

Authority and No Violation. (a) The executionCompany has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and performance the consummation by each Borrower and Parent the Company of the Transaction Documents to which it is a party, the grant by each Borrower and each Pledgor to the Administrative Agent for the benefit of the Secured Parties of the security interest in the Collateral and the Pledged Collateral, respectively, as contemplated by the Fundamental Documents and, in the case of the Borrowers, the Borrowings hereunder, the guaranty of the Obligations as contemplated by Article 11 hereof, and the execution, delivery and performance of the Notes hereof, (i) Offer have been duly authorized by all the Board of Directors and no other corporate proceedings on its part are necessary company action (to authorize this Agreement or similar action) on the part of such Person, (ii) will not constitute a violation by such Person of any provision of Applicable Law or any order of any Governmental Authority applicable to such Person, or any of its respective properties or assetsOffer, other than where with respect to the Directors’ Circular and other matters relating solely thereto. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by the Company of this Agreement and the performance by it of its obligations under this Agreement, and the consummation of the Offer, will not: (i) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any such provision of: (A) its or any Company Subsidiary’s notice of articles, articles or other charter documents or the agreements covering any of the Company’s material joint ventures; (B) any applicable Laws, except to the extent that the violation could or breach of, under, any applicable Laws, would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) will not violate any provision Effect in respect of the certificate of formation or articles or certificate of organization, by-laws, operating agreement, partnership agreement or Company; (C) any other organizational document of such Person, (iv) will not violate any provision of, be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document or indenture, agreementnote, bond, note or other similar instrument mortgage, indenture, contract, licence, permit or, government grant to which a Borrower the Company or any of Company Subsidiary or the parties to the Assignment Agreements are a Company material joint venture is party or by which such Borrower or any of its properties or assets are it is bound, other than where any such violation, conflict, breach, default or termination could except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect in respect of the Company; or (D) any judgment, and decree, order or award of any Governmental Entity or arbitrator; (vii) will not give rise to any right of termination, acceleration or cancellation of indebtedness of the Company or any Company Subsidiary or the Company’s material joint ventures, or cause any such indebtedness to come due before its stated maturity; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, license, franchise or permit, or result in the creation or imposition of any Lienencumbrance, charge or encumbrance of any nature whatsoever lien upon any of the properties Company’s assets or the assets of any Company Subsidiaries or the Company’s material joint ventures, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of such Borrowers other than pursuant the Company; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of the Company or any Company Subsidiary or the Company material joint venture, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of the Fundamental DocumentsCompany. (bc) There are no restrictions on No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by the transfer of any Company in connection with consummation of the Pledged Securities transactions contemplated by the Offer and this Agreement other than those which are contemplated by the Offer and this Agreement, except for such consents, approvals, orders or authorizations, or declarations or filings, as a result to which the failure to obtain or make would not, individually or the in aggregate, prevent or materially delay the consummation of the transactions contemplated by the Offer and this Credit Agreement or Applicable Law, including any securities laws and the regulations promulgated thereunderAgreement.

Authority and No Violation. (a) The execution, delivery and performance by each Borrower of this Credit Agreement and Parent of the Transaction other Fundamental Documents to which it is a party, by each Credit Party, the grant by each Borrower and each Pledgor to the Administrative Agent for the benefit of the Secured Parties Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders of the security interest in the Collateral and the Pledged Collateral, respectively, Securities as contemplated herein and by the other Fundamental Documents and, in the case of the Borrowers, the Borrowings hereunder, the guaranty of the Obligations as contemplated by Article 11 hereof, hereunder and the execution, delivery and performance of the Notes and, in the case of each Guarantor, the guaranty of the Obligations as contemplated in Article 9 hereof, (i) have been duly authorized by all necessary corporate or company (as applicable) action (or similar action) on the part of each such PersonCredit Party, (ii) will not constitute a violation by such Person of any provision of Applicable Law in any material respect or any order of any Governmental Authority applicable to such PersonCredit Party, or any of its respective properties or assets, other than where assets in any such violation could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial respect, (iii) will not violate any provision of the certificate Certificate of formation or articles or certificate of organizationIncorporation, byBy-lawsLaws, operating agreement, partnership limited liability company agreement or any other organizational document of such Personany Credit Party, (iv) will not violate any provision ofof any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which such Credit Party is a party or by which such Credit Party or any of its properties or assets are bound in any material respect, (v) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a material default under, or create any right to terminate, any such Transaction Document or Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which a Borrower or any of the parties to the Assignment Agreements are a party or by which such Borrower or any of its properties or assets are bound, other than where any such violation, conflict, breach, default or termination could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effectinstrument, and (vvi) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of such Borrowers the Credit Parties other than pursuant to this Credit Agreement or the other Fundamental Documents. (b) There are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement or Applicable Law, including any applicable securities laws and the regulations promulgated thereunder.

Authority and No Violation. (a) The executionthe Purchaser has all requisite corporate power and authority to enter into this Agreement and the documents required to be executed by it in connection with the transactions contemplated herein, delivery and performance by each Borrower and Parent to perform its obligations hereunder and, subject to obtaining the approval of the Transaction Documents to which it is a partyPurchaser Shareholders, the grant Court and the OTC and NYSE American, to consummate the Arrangement and the other transactions contemplated by each Borrower this Agreement. (b) This Agreement has been duly executed and each Pledgor delivered by the Purchaser and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. All documents required to be executed by the Purchaser on or prior to the Administrative Agent for Effective Date in connection with the benefit transactions contemplated herein will be duly executed and delivered by the Purchaser and, when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of the Secured Parties equity. (c) The approval of the security interest in the Collateral this Agreement and the Pledged Collateral, respectively, as contemplated other documents required to be executed by the Fundamental Documents and, Purchaser in connection with the case of the Borrowerstransactions contemplated herein, the Borrowings hereunder, execution and delivery by the guaranty Purchaser of the Obligations as contemplated by Article 11 hereofthis Agreement and such other documents, and the executionperformance by the Purchaser of its obligations hereunder, delivery and performance the completion of the Notes hereofArrangement and the transactions contemplated thereby, will not: (i) have been duly authorized by all necessary company action (or similar action) on the part of such Person, (ii) will not constitute a violation by such Person of any provision of Applicable Law or any order of any Governmental Authority applicable to such Person, or any of its respective properties or assets, other than where any such violation could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) will not violate any provision of the certificate of formation or articles or certificate of organization, by-laws, operating agreement, partnership agreement or any other organizational document of such Person, (iv) will not violate any provision of, be in conflict with, result in a violation or breach of, or constitute (with due notice or lapse of time or both) a default or require any consent (other than such as has already been obtained), to be obtained under, or create give rise to any right to terminatetermination rights or payment obligation under, any such Transaction Document provision of: (A) its articles or indenture, bylaws or any other agreement or understanding with any party holding an ownership interest in the Purchaser; (B) any resolutions of the Purchaser Board (or any committee thereof) or shareholders; (C) any applicable Laws; or (D) any license or registration or any agreement, bondcontract or commitment, note written or oral, which the Purchaser is a party to or bound by or subject to; (d) No consent, approval, order, registration, notice, declaration or filing with, any Governmental Entity, or other similar instrument Person, is required to which a Borrower be obtained by the Purchaser in connection with the execution and delivery of this Agreement, or any of the parties to other documents contemplated hereby, or the Assignment Agreements are a party consummation by the Purchaser of the transactions contemplated hereby or by which such Borrower or any of its properties or assets are boundthereby, other than where any such violation, conflict, breach, default or termination could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (v) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of such Borrowers other than pursuant to the Fundamental Documents. (b) There are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement or Applicable Law, including any securities laws and the regulations promulgated thereunder.than:

Authority and No Violation. (a) The execution, delivery and performance by each Borrower of this Credit Agreement and Parent of the Transaction other Fundamental Documents to which it is a partyparty by each Credit Party, the grant by each Borrower and each Pledgor to the Administrative Agent for the benefit of the Secured Parties Administrative Agent, the Issuing Bank and the Lenders of the security interest in the Collateral and the Pledged Collateral, respectively, Securities as contemplated herein and by the other Fundamental Documents by each Credit Party and, in the case of the BorrowersBorrower, the Borrowings hereunder, the guaranty of the Obligations as contemplated by Article 11 hereof, hereunder and the execution, delivery and performance of the Notes and, in the case of each Guarantor, the guaranty of the Obligations as contemplated in Article 9 hereof, (ix) have been duly authorized by all necessary company corporate action (or similar action) on the part of such Person, each Credit Party or (iiy) will not (i) constitute a violation by such Person of any provision of Applicable Law or any order of any Governmental Authority applicable to such PersonCredit Party, or any of its respective properties or assets, other than where any such violation could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iiiii) will not violate any provision of the certificate Certificate of formation or articles or certificate of organizationIncorporation, by-lawsBy–Laws, operating agreement, partnership agreement or any other organizational document of such PersonCredit Party, (iii) violate any provision of any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which such Credit Party is a party or by which such Credit Party or any of its properties or assets are bound, (iv) will not violate any provision of, be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document or Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which a Borrower or any of the parties to the Assignment Agreements are a party or by which such Borrower or any of its properties or assets are boundinstrument, other than where any such violation, conflict, breach, default or termination violation referred to in clauses (x) and (y) (i)-(iv) could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (v) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever (other than Permitted Encumbrances) upon any of the properties or assets of any of such Borrowers Credit Parties other than pursuant to this Credit Agreement or the other Fundamental Documents. (b) There Other than the restrictions listed on Schedule 3.2(b), there are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement or Applicable Law, including any applicable securities laws and the regulations promulgated thereunder.

Authority and No Violation. (a) The executionCompany has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and performance the consummation by each Borrower and Parent the Company of the Transaction Documents to which it is a party, the grant by each Borrower and each Pledgor to the Administrative Agent for the benefit of the Secured Parties of the security interest in the Collateral and the Pledged Collateral, respectively, as contemplated by the Fundamental Documents and, in the case of the Borrowers, the Borrowings hereunder, the guaranty of the Obligations as contemplated by Article 11 hereof, and the execution, delivery and performance of the Notes hereof, (i) Offer have been duly authorized by all the Board of Directors and no other corporate proceedings on its part are necessary company action (to authorize this Agreement or similar action) on the part of such Person, (ii) will not constitute a violation by such Person of any provision of Applicable Law or any order of any Governmental Authority applicable to such Person, or any of its respective properties or assetsOffer, other than where with respect to the Directors’ Circular and other matters relating solely thereto. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by the Company of this Agreement and the performance by it of its obligations under this Agreement, and the consummation of the Offer, will not: (i) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any such provision of: (A) its or any Company Subsidiary’s notice of articles, articles or other charter documents or the agreements covering any of the Company’s material joint ventures; (B) any applicable Laws, except to the extent that the violation could or breach of, under, any applicable Laws, would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) will not violate any provision Effect in respect of the certificate of formation or articles or certificate of organization, by-laws, operating agreement, partnership agreement or Company; v6 (C) any other organizational document of such Person, (iv) will not violate any provision of, be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document or indenture, agreementnote, bond, note or other similar instrument mortgage, indenture, contract, licence, permit or, government grant to which a Borrower the Company or any of Company Subsidiary or the parties to the Assignment Agreements are a Company material joint venture is party or by which such Borrower or any of its properties or assets are it is bound, other than where any such violation, conflict, breach, default or termination could except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect in respect of the Company; or (D) any judgment, and decree, order or award of any Governmental Entity or arbitrator; (vii) will not give rise to any right of termination, acceleration or cancellation of indebtedness of the Company or any Company Subsidiary or the Company’s material joint ventures, or cause any such indebtedness to come due before its stated maturity; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, license, franchise or permit, or result in the creation or imposition of any Lienencumbrance, charge or encumbrance of any nature whatsoever lien upon any of the properties Company’s assets or the assets of any Company Subsidiaries or the Company’s material joint ventures, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of such Borrowers other than pursuant the Company; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of the Company or any Company Subsidiary or the Company material joint venture, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of the Fundamental DocumentsCompany. (bc) There are no restrictions on No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by the transfer of any Company in connection with consummation of the Pledged Securities transactions contemplated by the Offer and this Agreement other than those which are contemplated by the Offer and this Agreement, except for such consents, approvals, orders or authorizations, or declarations or filings, as a result to which the failure to obtain or make would not, individually or the in aggregate, prevent or materially delay the consummation of the transactions contemplated by the Offer and this Credit Agreement or Applicable Law, including any securities laws and the regulations promulgated thereunderAgreement.

Authority and No Violation. (a) The execution, delivery and performance by each Borrower of this Credit Agreement and Parent of the Transaction other Loan Documents to which it is a party, by each Loan Party, the grant by each Borrower and each Pledgor to the Administrative Agent for the benefit of the Secured Parties of the security interest in the Collateral and the Mortgaged Real Property Assets as contemplated, and as continued, by this Credit Agreement and the other Loan Documents to which it is or will be a party, by each Loan Party, and the pledge to the Administrative Agent for the benefit of the Secured Parties of the Pledged Collateral, respectively, Collateral as contemplated by the Fundamental Documents Security Agreement by each Pledgor and, in the case of the BorrowersBorrower, the Borrowings hereunderhereunder and the execution, delivery and performance of any Notes hereunder and, in the case of each Guarantor, the guaranty of the Obligations as contemplated by in Article 11 hereof, and the execution, delivery and performance of the Notes 8 hereof, (i) have been duly authorized by all necessary corporate, partnership or limited liability company (as applicable) action (or similar action) on the part of each such PersonLoan Party and by all necessary stockholder, partner or member (as applicable) action, (ii) will not constitute a violation by such Person of any provision of Applicable Law that could reasonably be expected to result in a Material Adverse Effect, or a material violation of any material order of any Governmental Authority applicable to such Person, Loan Party or any of its respective properties or assets, other than where any such violation could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) will not violate any provision of the certificate Certificate of formation or articles or certificate of organizationIncorporation, byBy-lawsLaws, operating partnership agreement, partnership agreement limited liability company agreement, articles of organization or any other organizational document of any Loan Party, or any provision of any indenture, bond, note, mortgage, deed of trust, any similar instrument or agreement evidencing Indebtedness, or any 57 Material Agreement, to which such PersonLoan Party is a party or subject or by which such Loan Party or any of its respective properties or assets are bound, (iv) will not violate any provision of, be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document or indenture, agreement, bond, note or other note, mortgage, deed of trust, similar instrument or agreement evidencing Indebtedness or Material Agreement, or give rise to which a Borrower or any right under any of the parties foregoing to the Assignment Agreements are a party or require any payment to be made by which such Borrower or any of its properties or assets are bound, other than where any such violation, conflict, breach, default or termination could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse EffectLoan Party, and (v) will not result in the creation or imposition of (or the obligation to create or impose) any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of such Borrowers the Loan Parties or any Subsidiary of a Loan Party other than pursuant to the Fundamental Documents. (b) There are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement or Applicable Law, including any securities laws and the regulations promulgated thereunderother Loan Documents.

Authority and No Violation. (a) Alcan has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution, execution and delivery of this Agreement by Alcan and performance the consummation by each Borrower and Parent Alcan of the Transaction Documents to which it is a party, the grant by each Borrower and each Pledgor to the Administrative Agent for the benefit of the Secured Parties of the security interest in the Collateral and the Pledged Collateral, respectively, as transactions contemplated by the Fundamental Documents and, in the case of the Borrowers, the Borrowings hereunder, the guaranty of the Obligations as contemplated by Article 11 hereof, and the execution, delivery and performance of the Notes hereof, (i) this Agreement have been duly authorized by all the Board of Directors and no other corporate proceedings on its part are necessary company action to authorize this Agreement or the transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by Alcan and constitutes a legal, valid and binding obligation of Alcan, enforceable against it in accordance with its terms subject to bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and to general principles of equity. (c) The authorization of this Agreement, the execution and delivery by Alcan of this Agreement and the performance by it of its obligations under this Agreement, and the transactions contemplated by this Agreement, will not: (i) result (with or similar actionwithout notice or the passage of time) on the part in a violation or breach of such Person, (ii) will not or constitute a violation by such Person default under, require any consent to be obtained under or give rise to any third party right of termination, cancellation, acceleration, penalty or payment obligation or right of purchase or sale under, any provision of Applicable Law of: (A) its or any order Alcan Subsidiary's certificate of incorporation, articles or by-laws or other charter documents or any Governmental Authority agreement by it or any material Alcan Subsidiary with a shareholder; (B) any applicable Laws (subject to such Personobtaining the regulatory consents contemplated by this Agreement or the regulatory consents disclosed in the Alcan Disclosure Letter), except to the extent that the violation or breach of, or default under, any of its respective properties or assetsapplicable Laws, other than where any such violation could would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect in respect of Alcan; (iiiC) will not violate any provision of the certificate of formation or articles or certificate of organization, by-laws, operating agreement, partnership agreement or any other organizational document of such Person, (iv) will not violate any provision of, be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document or indenture, agreementnote, bond, note or other similar instrument mortgage, indenture, contract, licence, permit or, government grant to which a Borrower Alcan or any of the parties to the Assignment Agreements are a Alcan Subsidiary is party or by which such Borrower or any of its properties or assets are bound, other than where any such violation, conflict, breach, default or termination could it is bound except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect in respect of Alcan; or (D) any judgment, decree, order or award of any Governmental Entity or arbitrator except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Alcan; (ii) give rise to any right of termination, acceleration, pre-payment, novation, "make-whole" or cancellation of indebtedness of Alcan or any Alcan Subsidiary, or cause any such indebtedness to come due before its stated maturity or cause any available credit of Alcan or any Alcan Subsidiary which is material to Alcan and the Alcan Subsidiaries taken as a whole to cease to be available except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Alcan; (viii) will not except as may be provided under the Continuity Agreement, give rise to any right of first refusal or trigger any change in control provisions (other than in respect of the Convertible Notes) or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, license, franchise or permit except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Alcan; or (iv) result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever Encumbrance upon any of the properties or assets of Alcan or any Alcan Subsidiary except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of such Borrowers other than pursuant to the Fundamental DocumentsAlcan. (b) There are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement or Applicable Law, including any securities laws and the regulations promulgated thereunder.

Authority and No Violation. (a) The ‌ Upon the entry of the DIP Order, the execution, delivery and performance by Company and each Borrower and Parent other Credit Party of the Transaction Credit Documents to which it is a party, the grant by each Borrower and each Pledgor Credit Party to the Administrative Collateral Agent (for the benefit of the Secured Parties Parties) of the security interest in the Collateral and the Pledged Collateral, respectively, as contemplated by the Fundamental Documents andCollateral Documents, in the case of the BorrowersCompany, the Borrowings hereunder, the guaranty of the Obligations as contemplated by Article 11 hereof, Loans hereunder and the execution, delivery and performance of the Notes hereofand, in the case of each Guarantor, the guaranty of the Obligations as contemplated by, Section 7, (i) have been duly authorized by all necessary company action (or similar action) on the part of such Person, (ii) will not constitute a violation by such Person of any provision of Applicable Law or any order of any Governmental Authority applicable to such Person, Person or any of its respective properties or assets, other than where any such violation could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) will not violate any provision of the certificate of formation or articles or certificate of organization, by-lawsbylaws, operating limited liability agreement, partnership agreement or any other organizational document of such Person, (iv) will not violate any provision of, be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document Material Contract, or any indenture, agreement, bond, note or other similar instrument to which a Borrower or any of the parties to the Assignment Agreements are such Person is a party or by which such Borrower Person or any of its properties or assets are bound, in each case, other than where any such violation, conflict, breach, default or termination could would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (v) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of such Borrowers Person other than pursuant to the Fundamental Credit Documents. (b) There . Except as set forth in the DIP Order, there are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Agreement, any other Credit Agreement Document, or Applicable Law, including any securities laws and the regulations promulgated thereunder.

Authority and No Violation. (a) Alcan has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution, execution and delivery of this Agreement by Alcan and performance the consummation by each Borrower and Parent Alcan of the Transaction Documents to which it is a party, the grant by each Borrower and each Pledgor to the Administrative Agent for the benefit of the Secured Parties of the security interest in the Collateral and the Pledged Collateral, respectively, as transactions contemplated by the Fundamental Documents and, in the case of the Borrowers, the Borrowings hereunder, the guaranty of the Obligations as contemplated by Article 11 hereof, and the execution, delivery and performance of the Notes hereof, (i) this Agreement have been duly authorized by all the Board of Directors and no other corporate proceedings on its part are necessary company action to authorize this Agreement or the transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by Alcan and constitutes a legal, valid and binding obligation of Alcan, enforceable against it in accordance with its terms subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (c) The authorization of this Agreement, the execution and delivery by Alcan of this Agreement and the performance by it of its obligations under this Agreement, and the transactions contemplated by this Agreement, will not: (i) result (with or similar actionwithout notice or the passage of time) on the part in a violation or breach of such Person, (ii) will not or constitute a violation by such Person default under, require any consent to be obtained under or give rise to any third party right of termination, cancellation, acceleration, penalty or payment obligation or right of purchase or sale under, any provision of Applicable Law of: (A) its or any order Alcan Subsidiary’s certificate of incorporation, articles or by-laws or other charter documents or any Governmental Authority agreement by it or any material Alcan Subsidiary with a shareholder; (B) any applicable Laws (subject to such Personobtaining the regulatory consents contemplated by this Agreement or the regulatory consents disclosed in the Alcan Disclosure Letter), except to the extent that the violation or breach of, or default under, any of its respective properties or assetsapplicable Laws, other than where any such violation could would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect in respect of Alcan; (iiiC) will not violate any provision of the certificate of formation or articles or certificate of organization, by-laws, operating agreement, partnership agreement or any other organizational document of such Person, (iv) will not violate any provision of, be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document or indenture, agreementnote, bond, note or other similar instrument mortgage, indenture, contract, licence, permit or, government grant to which a Borrower Alcan or any of the parties to the Assignment Agreements are a Alcan Subsidiary is party or by which such Borrower or any of its properties or assets are bound, other than where any such violation, conflict, breach, default or termination could it is bound except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect in respect of Alcan; or (D) any judgment, decree, order or award of any Governmental Entity or arbitrator except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Alcan; (ii) give rise to any right of termination, acceleration, pre-payment, novation, “make-whole” or cancellation of indebtedness of Alcan or any Alcan Subsidiary, or cause any such indebtedness to come due before its stated maturity or cause any available credit of Alcan or any Alcan Subsidiary which is material to Alcan and the Alcan Subsidiaries taken as a whole to cease to be available except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Alcan; (viii) will not except as may be provided under the Continuity Agreement, give rise to any right of first refusal or trigger any change in control provisions (other than in respect of the Convertible Notes) or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, license, franchise or permit except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Alcan; or (iv) result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever Encumbrance upon any of the properties or assets of Alcan or any Alcan Subsidiary except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of such Borrowers other than pursuant to the Fundamental DocumentsAlcan. (b) There are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement or Applicable Law, including any securities laws and the regulations promulgated thereunder.

Authority and No Violation. (a) The execution, delivery and performance by each Borrower and Parent of the Transaction Documents to which it is a party, the grant by each Borrower and each Pledgor to the Administrative Agent for the benefit of the Secured Parties of the security interest in the Collateral and the Pledged Collateral, respectively, as contemplated by the Fundamental Documents and, in the case of the Borrowers, the Borrowings hereunder, the guaranty of the Obligations as contemplated by Article 11 hereof, and the execution, delivery and performance of the Notes hereof, (i) I-Level has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by I-Level and the consummation by I-Level of the transactions contemplated by this Agreement have been duly authorized by all its Board of Directors and no other corporate proceedings on its part are necessary company action (to authorize this Agreement or similar action) on the part of such Person, transactions contemplated hereby; (ii) this Agreement has been duly executed and delivered by I-Level and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and to general principles of equity; (iii) the approval of this Agreement, the execution and delivery by I-Level of this Agreement and the performance by it of its obligations hereunder and the completion of the Merger and the transactions contemplated thereby will not constitute not: (A) result in a violation by such Person of or breach of, require any consent to be obtained under, or give rise to any termination, purchase or sale rights, or payment obligation under any provision of: (I) its articles of Applicable Law incorporation, by-laws or other charter documents, including any unanimous shareholder agreement or any order other agreement or understanding relating to ownership of shares or other interests or to corporate governance with any Governmental Authority applicable party holding an ownership interest in I-Level; (II) subject to such Personobtaining any necessary Regulatory Approvals relating to I-Level, any Laws, judgment or decree, except to the extent that the violation or breach of, or failure to obtain any of its respective properties consent under, any Laws, judgment or assets, other than where any such violation could decree would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on I-Level; or (III) subject to obtaining any necessary Regulatory Approvals relating to I-Level, (iii) will not violate any provision of the certificate of formation or articles or certificate of organization, by-laws, operating agreement, partnership agreement or any other organizational document of such Person, (iv) will not violate any provision of, be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document or indenture, agreement, bond, note or other similar instrument to which a Borrower or any of the parties to the Assignment Agreements are a party or by which such Borrower or any of its properties or assets are bound, other than where any such violation, conflict, breach, default or termination could and except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on I-Level, and any Material Contract, agreement, license, franchise, or permit to which it is party or by which it is bound or is subject or is the beneficiary; (vB) will not give rise to any right of termination or acceleration of indebtedness of I-Level, or cause such indebtedness to come due before its stated maturity or cause any available credit of I-Level to cease to be available; (C) except as would not, individually or in the aggregate, have a Material Adverse Effect on I-Level, result in the creation or imposition of any Lienencumbrance, charge or encumbrance of any nature whatsoever lien upon any of its assets, or restrict, hinder, impair, or limit its ability to carry on its business as and where it is now being carried on; or (D) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director or employee of I-Level or increase any benefits otherwise payable under any I-Level plans or result in the properties acceleration of time of payment or assets vesting of any such benefits, including the time of such Borrowers exercise of stock options. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by I-Level in connection with the execution and delivery of this Agreement or the consummation by I-Level of the transactions contemplated hereby or thereby other than pursuant to any consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which, if not obtained, would not, individually or in the Fundamental Documents. (b) There are no restrictions aggregate, have a Material Adverse Effect on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement or Applicable Law, including any securities laws and the regulations promulgated thereunder.I-Level;

Authority and No Violation. (a) The execution, delivery and performance by the Parent and each Borrower and Parent Credit Party of the Transaction Fundamental Documents to which it is a party, the grant by each Borrower Credit Party and each Pledgor to the Administrative Agent (for the benefit of the Secured Parties Parties) of the security interest in the Collateral and the Pledged Collateral, respectively, as contemplated by the Fundamental Documents Documents, in the case of the Borrower, the Borrowings hereunder and the execution, delivery and performance of the Notes and, in the case of the Borrowers, the Borrowings hereundereach Guarantor, the guaranty of the Obligations as contemplated by Article 11 hereof, and the execution, delivery and performance of the Notes hereof9, (i) have been duly authorized by all necessary company action (or similar action) on the part of such Person, (ii) will not constitute a violation by such Person of any provision of Applicable Law or any order of any Governmental Authority applicable to such Person, Person or any of its respective properties or assets, other than where any such violation could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) will not violate any provision of the certificate of formation or articles or certificate of organization, by-laws, operating limited liability agreement, partnership agreement or any other organizational document of such Person, (iv) will not violate any provision of, be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document Distribution Agreement, or any indenture, agreement, bond, note or other similar instrument to which a Borrower or any of the parties to the Assignment Agreements are such Person is a party or by which such Borrower Person or any of its properties or assets are bound, other than where any such violation, conflict, breach, default or termination could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (v) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of such Borrowers Person other than pursuant to the Fundamental Documents. (b) There are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement, the Seer P&A Facility Credit Agreement, the Subordinated Loan Agreement or Applicable Law, including any securities laws and the regulations promulgated thereunder.

Authority and No Violation. (a) The execution, delivery and performance by each Borrower and Parent of this Credit Agreement, the Transaction other Fundamental Documents to which it is a party, the grant Note Agreement (solely with respect to the Borrower), the A-Advanced Guaranty (solely with respect to the Borrower) and the Subordinated Security Agreement by each Borrower and each Pledgor Credit Party, the grant to the Administrative Collateral Agent for the benefit of the Secured Parties of the security interest in the Collateral and the Pledged Collateral, respectively, Real Property Assets as contemplated by this Credit Agreement, the other Fundamental Documents Documents, the Note Agreement, the A-Advanced Guaranty and the Subordinated Security Agreement, in each case to which it is or will be a party, by each Credit Party, and the pledge to the Collateral Agent for the benefit of the Secured Parties of the Pledged Collateral as contemplated by Article 10 hereof, by each Pledgor and, in the case of the BorrowersBorrower, the Borrowings hereunderhereunder and the execution, delivery and performance of any notes evidencing any of the Loans hereunder and, in the case of each Guarantor, the guaranty of the Obligations as contemplated by in Article 11 hereof, and the execution, delivery and performance of the Notes 9 hereof, (i) have been duly authorized by all necessary company company, partnership, member or corporate (as applicable) action (or similar action) on the part of each such PersonCredit Party, (ii) will not constitute a violation by such Person of any provision of Applicable Law or any order of any Governmental Authority applicable to such Person, Credit Party or any of its respective properties or assets, other than where any such violation could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) will not violate any provision of the certificate Certificate of formation or articles or certificate of organizationIncorporation, byBy-lawsLaws, operating partnership agreement, partnership agreement limited liability company agreement, articles of organization or any other organizational document of any Credit Party or any Subsidiary of a Credit Party, or any provision of any, material indenture, agreement, bond, note, mortgage, deed of trust, or other similar instrument to which such PersonCredit Party is a party or by which such Credit Party or any of its respective properties or assets are bound or to which such Credit Party is subject, (iv) will not violate any provision of, be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document or indenture, agreement, bond, note note, mortgage, deed of trust, or other similar instrument to which a Borrower or any of the parties to the Assignment Agreements are a Credit Party is party or by which such Borrower or any of its properties or assets are bound, a Credit Party is bound (other than where any such violation, conflict, breach, default or termination could not, either individually or with respect to the agreement set forth in the aggregate, reasonably be expected to have a Material Adverse Effect, Section 6.4(i) hereof) and (v) will not result in the creation or imposition of (or the obligation to create or impose) any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of such Borrowers the Credit Parties or any Subsidiary of a Credit Party other than pursuant to this Credit Agreement, the other Fundamental Documents. (b) There are no restrictions on , the transfer of any of Note Agreement, the Pledged Securities other than as a result of this Credit Agreement or Applicable Law, including any securities laws A-Advanced Guaranty and the regulations promulgated thereunderSubordinated Security Agreement.

Authority and No Violation. (a) The execution, delivery and performance by each Borrower and Parent of the Transaction Documents to which it is a party, the grant by each Borrower and each Pledgor to the Administrative Agent for the benefit of the Secured Parties of the security interest in the Collateral and the Pledged Collateral, respectively, as contemplated by the Fundamental Documents and, in the case of the Borrowers, the Borrowings hereunder, the guaranty of the Obligations as contemplated by Article 11 hereof, and the execution, delivery and performance of the Notes hereof, (i) The Purchaser has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary company action (or similar action) the board of directors of the Purchaser, and no other corporate proceedings on the part of such Person, the Purchaser are necessary to authorize this Agreement or the transactions contemplated hereby. (ii) The approval of this Agreement, and the transaction documents to which it is, or is specified to be, a party, will not constitute be on the Closing Date, duly executed and delivered by the Purchaser and, assuming the due authorization and execution of this Agreement by the Vendor, this Agreement represents a legal, valid, and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforcement may be limited by the Enforceability Exceptions. (iii) The execution and delivery of this Agreement by the Purchaser and the performance by its obligations hereunder and the completion of the transactions contemplated thereby, will not: (A) result in a violation by such Person of or breach of, require any consent to be obtained under or give rise to any termination, purchase or sale rights or payment obligation under any provision of: (I) the Purchaser’s certificate of Applicable Law incorporation, notice of articles or articles or any order other agreement or understanding relating to ownership of shares or other interests or to corporate governance; (II) any Governmental Authority applicable Laws, judgment or decree, except to such Personthe extent that the violation or breach of, or failure to obtain any of its respective properties consent under, any Laws, judgment or assets, other than where any such violation could decree would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on the Purchaser; or (III) any indenture, (iii) will not violate any provision of the certificate of formation or articles or certificate of organizationmortgage, by-lawslease, operating agreement, partnership agreement instrument, statute, regulation, order, judgment, decree or any other organizational document of such Personlaw to which the Purchaser is a party to, bound by or subject to; (ivB) will not violate any provision of, be in conflict with, result in a material violation or material breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document or indenturematerial contract, agreement, bondlicense, note franchise or other similar instrument permit to which it is party or by which it is bound or is subject or is the beneficiary; (C) have a Borrower Material Adverse Effect on the Purchaser; (D) require consent to be obtained under any material contract, agreement, license, franchise or any of permit to which the parties to the Assignment Agreements are Purchaser is a party or by which it is bound or subject or is the beneficiary; (E) give rise to any right of termination or acceleration of indebtedness of the Purchaser, or cause such Borrower indebtedness to come due before its stated maturity or cause any available credit of the Purchaser to cease to be available; or (F) result in the imposition of any Encumbrance, upon any of its properties material Assets, or assets are boundrestrict, hinder, impair or limit its ability to carry on its business as and where it is now being carried on in all material respects. (iv) Except for the final acceptance hereof by the TSX expected in the ordinary course, no consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by the Purchaser in connection with the execution and delivery of this Agreement or the consummation by the Purchaser of the transactions contemplated hereby or thereby other than where any such violationconsents, conflictapprovals, breachorders, default authorizations, declarations or termination could filings of or with a Governmental Entity which, if not obtained, would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (v) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of such Borrowers other than pursuant to the Fundamental Documents. (b) There are no restrictions Effect on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement or Applicable Law, including any securities laws and the regulations promulgated thereunderPurchaser.

Authority and No Violation. (a) Each of Tongling, CRCC and the Offeror has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution, execution and delivery of this Agreement and performance the making and consummation of the Offer by each Borrower and Parent of the Transaction Documents to which it is a partyTongling, the grant by each Borrower and each Pledgor to the Administrative Agent for the benefit of the Secured Parties of the security interest in the Collateral CRCC and the Pledged Collateral, respectively, as contemplated by the Fundamental Documents and, in the case of the Borrowers, the Borrowings hereunder, the guaranty of the Obligations as contemplated by Article 11 hereof, and the execution, delivery and performance of the Notes hereof, (i) Offeror have been duly authorized by all its board of directors and no other corporate proceedings on its part are necessary company action to authorize this Agreement and the transactions contemplated hereby including, without limitation, the making of the Offer and the taking up and payment for the Shares thereunder. This Agreement has been duly executed and delivered by each of Tongling, CRCC and the Offeror and constitutes a legal, valid and binding obligation of each of Tongling, CRCC and the Offeror, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by each of Tongling, CRCC and the Offeror of this Agreement and the performance by each of Tongling, CRCC and the Offeror of its obligations under this Agreement, and the consummation of the Contemplated Transactions, will not result (with or similar actionwithout notice or the passage of time) on in a violation or breach of or constitute a default under any provision of: (i) the part constating documents of such Personeach of Tongling, CRCC and the Offeror; (ii) will not constitute a violation by any applicable Laws (subject to obtaining the Regulatory Approvals), except to the extent that such Person of any provision of Applicable Law violation, breach or any order of any Governmental Authority applicable to such Person, or any of its respective properties or assets, other than where any such violation could default would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, prevent or materially delay the consummation of the Contemplated Transactions; or (iii) will not violate any provision of the certificate of formation or articles or certificate of organization, by-laws, operating agreement, partnership agreement or any other organizational document of such Person, (iv) will not violate any provision of, be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document or indenture, agreementnote, bond, note mortgage, indenture, contract, licence, permit or other similar instrument government grant to which a Borrower or any of Tongling, CRCC or the parties to the Assignment Agreements are Offeror is a party or by which such Borrower or any of its properties or assets are it is bound, other than where any except to the extent that such violation, conflict, breach, breach or default or termination could would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (v) will not result in prevent or materially delay the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any consummation of the properties or assets of any of such Borrowers other than pursuant to the Fundamental DocumentsContemplated Transactions. (b) There are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement or Applicable Law, including any securities laws and the regulations promulgated thereunder.

Authority and No Violation. (a) The execution, delivery and performance by the Parent and each Borrower and Parent Credit Party of the Transaction Fundamental Documents to which it is a party, the grant by each Borrower Credit Party and each Pledgor to the Administrative Agent (for the benefit of the Secured Parties Parties) of the security interest in the Collateral and the Pledged Collateral, respectively, as contemplated by the Fundamental Documents Documents, in the case of the Borrower, the Borrowings hereunder and the execution, delivery and performance of the Notes and, in the case of the Borrowers, the Borrowings hereundereach Guarantor, the guaranty of the Obligations as contemplated by Article 11 hereof, and the execution, delivery and performance of the Notes hereof9, (i) have been duly authorized by all necessary company action (or similar action) on the part of such Person, (ii) will not constitute a violation by such Person of any provision of Applicable Law or any order of any Governmental Authority applicable to such Person, Person or any of its respective properties or assets, other than where any such violation could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) will not violate any provision of the certificate of formation or articles or certificate of organization, by-laws, operating limited liability agreement, partnership agreement or any other organizational document of such Person, (iv) will not violate any provision of, be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document Distribution Agreement, or any indenture, agreement, bond, note or other similar instrument to which a Borrower or any of the parties to the Assignment Agreements are such Person is a party or by which such Borrower Person or any of its properties or assets are bound, other than where any such violation, conflict, breach, default or termination could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (v) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of such Borrowers Person other than pursuant to the Fundamental Documents. (b) There are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement, the Senior Facility Credit Agreement, the Seer P&A Facility Credit Agreement or Applicable Law, including any securities laws and the regulations promulgated thereunder.

Authority and No Violation. (a) The execution, delivery and performance by each Borrower of this Credit Agreement and Parent of the Transaction other Fundamental Documents to which it is a partyparty by each Credit Party, the grant by each Borrower and each Pledgor to the Administrative Agent for the benefit of the Secured Parties Administrative Agent, the Issuing Bank and the Lenders of the security interest in the Collateral and the Pledged Collateral, respectively, Securities as contemplated herein and by the other Fundamental Documents by each Credit Party and, in the case of the BorrowersBorrower, the Borrowings hereunder, the guaranty of the Obligations as contemplated by Article 11 hereof, hereunder and the execution, delivery and performance of the Notes and, in the case of each Guarantor, the guaranty of the Obligations as contemplated in Article 9 hereof, (i) have been duly authorized by all necessary company corporate action (or similar action) on the part of such Personeach Credit Party, (ii) will not constitute a violation by such Person of any provision of Applicable Law in any material respect or any order of any Governmental Authority applicable to such PersonCredit Party, or any of its respective properties or assetsassets in any material respect, (iii) will not violate any provision of the Certificate of Incorporation, By–Laws, operating agreement, partnership agreement or any other organizational document of such Credit Party, (iv) will not violate any provision of any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which such Credit Party is a party or by which such Credit Party or any of its properties or assets are bound, other than where any such violation could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect (iiiv) will not violate any provision of the certificate of formation or articles or certificate of organization, by-laws, operating agreement, partnership agreement or any other organizational document of such Person, (iv) will not violate any provision of, be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document or Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which a Borrower or any of the parties to the Assignment Agreements are a party or by which such Borrower or any of its properties or assets are boundinstrument, other than where any such violation, conflict, breach, default or termination violation could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (vvi) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of such Borrowers Credit Parties other than pursuant to this Credit Agreement or the other Fundamental Documents. (b) There Other than the restrictions listed on Schedule 3.2(b), there are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement, the Pledge Agreement or Applicable Law, including any applicable securities laws and the regulations promulgated thereunder.

Authority and No Violation. (a) The execution, delivery and performance by each Borrower of this Credit Agreement and Parent of the Transaction other Fundamental Documents to which it is a party, by the Parent, the grant by each Borrower and each Pledgor to the Administrative Agent for the benefit of the Secured Parties Administrative Agent, the Issuing Bank and the Lenders of the security interest in the Collateral and the Pledged Collateral, respectively, Securities as contemplated herein and by the other Fundamental Documents and, in the case of the Borrowers, the Borrowings hereunder, and the guaranty of the Obligations as contemplated by in this Article 11 hereof, and the execution, delivery and performance of the Notes hereof10, (iu) have been duly authorized by all necessary company corporate action (or similar action) on the part of such Personthe Parent, (iiv) will not constitute a violation by such Person of any provision of Applicable Law in any material respect or any order of any Governmental Authority applicable to such Personthe Parent, or any of its respective properties or assetsassets in any material respect, (w) will not violate any provision of the Certificate of Incorporation, By–Laws, operating agreement or any other organizational document of the Parent, (x) will not violate any provision of any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which the Parent or by which the Parent or any of its properties or assets are bound, other than where any such violation could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iiiy) will not violate any provision of the certificate of formation or articles or certificate of organization, by-laws, operating agreement, partnership agreement or any other organizational document of such Person, (iv) will not violate any provision of, be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document or Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which a Borrower or any of the parties to the Assignment Agreements are a party or by which such Borrower or any of its properties or assets are boundinstrument, other than where any such violation, conflict, breach, default or termination violation could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect and (vz) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of such Borrowers the Parent other than pursuant to the Fundamental Documents. (b) There are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement or Applicable Law, including any securities laws and the regulations promulgated thereunderother Fundamental Documents.