Common use of Conditions Precedent to Advance Clause in Contracts

Conditions Precedent to Advance. As conditions precedent to the Advance under the Loan by the Lender: (a) the Borrower will have: (i) executed and delivered or caused to be executed and delivered the promissory note referred to above ; (ii) received approval from the Exchange for the transactions contemplated herein, including the issuance of the Interest Payment Shares in respect of interest payments due or coming due hereunder; and (iii) delivered a certified copy of its and each relevant Subsidiary’s directors' resolutions authorizing the borrowing of the Loan, the grant of the Security and the execution and delivery of this Agreement and all agreements, documents and instruments referred to herein, together with an officer's certificate, certifying certain factual matters. all in form and terms satisfactory to the Lender and its counsel; (b) the representations and warranties of the Borrower contained in paragraph 8 will be true and correct in all material respects and the Borrower will have complied with all covenants required to be complied with by it prior to the Initial Advance under the Loan by the Lender; (c) there shall have been no adverse material change in the business, operations, assets or ownership of the Borrower or any of its Subsidiaries since the date of the Term Sheet; (d) the Lender will have received the approval of its Board of Directors and completed and, in its sole and absolute discretion, be satisfied with its due diligence review of the Borrower and its Subsidiaries; and (e) the Lender will, in its sole and absolute discretion, be satisfied as to the creditworthiness of the Borrower and its Subsidiaries and the adequacy of the collateral security contemplated herein. If any of the foregoing conditions precedent are not satisfied or waived by the Lender in writing on or before January 26, 2007, this Agreement will terminate, and the Lender will be under no further obligation to the Borrower in connection with the transaction contemplated herein.

Conditions Precedent to Advance. As conditions precedent The Lender's obligations to lend the money representing the principal amount of the Loan is conditional on and subject to the Advance under satisfaction of the Loan by the Lenderfollowing conditions precedent: (a) the provision to the Lender of a favourable opinion of the Borrower's legal counsel in a form acceptable to the Lender, acting reasonably, that the Borrower will have: (i) and the Subsidiaries exist and have the corporate capacity to execute and deliver this Agreement, the Warrants, the Note, the Lender's Security and the Inter-Lender Agreement to the extent that each is a party thereto, and that this Agreement, the Note, the Warrants, the Lender's Security and the Inter-Lender Agreement have been validly authorized, executed and delivered or caused to be executed and delivered by the promissory note referred to above ; (ii) received approval from the Exchange for the transactions contemplated herein, including the issuance of the Interest Payment Shares in respect of interest payments due or coming due hereunder; and (iii) delivered a certified copy of its and each relevant Subsidiary’s directors' resolutions authorizing the borrowing of the Loan, the grant of the Security Borrower and the execution Subsidiaries and delivery of this Agreement and all agreements, documents and instruments referred with respect to herein, together with an officer's certificate, certifying certain factual matters. all in form and terms satisfactory to such other matters as the Lender and its counselmay reasonably request; (b) the representations and warranties of the Borrower contained in paragraph 8 will under this Agreement and under all certificates given by the Borrower and the Subsidiaries on the Closing Date shall be true and correct in all material respects and the Borrower will have complied with all covenants required to be complied with by it prior to the Initial Advance under the Loan by the Lendercorrect; (c) there shall have been no adverse material change evidence of all necessary approvals of appropriate securities regulatory authorities to the transactions contemplated in this Agreement and to the business, operations, assets or ownership issue of the Warrants and the Extension Warrants to the Lender and the delivery by the Borrower or any to the Lender of its Subsidiaries since certificates representing the date of Warrants and the Term SheetExtension Warrants; (d) the execution and delivery of the Inter-Lender will have received the approval Agreement by all parties thereto; (e) completion of its Board of Directors and completed and, in its sole and absolute discretion, be satisfied with its a due diligence review investigation satisfactory to the Lender, acting reasonably; (f) availability of senior debt in amounts and on terms satisfactory to the Borrower and its SubsidiariesLender; and (eg) payment by the Borrower to the Lender will, in its sole and absolute discretion, be satisfied as on the Closing Date of a transaction fee equal to the creditworthiness 5% of the Borrower Loan, plus goods and its Subsidiaries and the adequacy services tax, less any instalment of the collateral security contemplated herein. If any of the foregoing conditions precedent are not satisfied or waived such fee previously paid by the Lender in writing on or before January 26, 2007, this Agreement will terminate, and the Lender will be under no further obligation to the Borrower in connection with the transaction contemplated hereinBorrower.

Conditions Precedent to Advance. As conditions precedent The Lender's obligations to lend the money representing the principal amount of the Loan is conditional on and subject to the Advance under satisfaction of the Loan by the Lenderfollowing conditions precedent: (a) the provision to the Lender of a favourable opinion of the Borrower's legal counsel in a form acceptable to the Lender, acting reasonably, that the Borrower will have: (i) and the Subsidiaries exist and have the corporate capacity to execute and deliver this Agreement, the Warrants, the Note, the Lender's Security and the Inter-Lender Agreement to the extent that each is a party thereto, and that this Agreement, the Note, the Warrants, the Lender's Security and the Inter-Lender Agreement have been validly authorized, executed and delivered or caused to be executed and delivered by the promissory note referred to above ; (ii) received approval from the Exchange for the transactions contemplated herein, including the issuance of the Interest Payment Shares in respect of interest payments due or coming due hereunder; and (iii) delivered a certified copy of its and each relevant Subsidiary’s directors' resolutions authorizing the borrowing of the Loan, the grant of the Security Borrower and the execution Subsidiaries and delivery of this Agreement and all agreements, documents and instruments referred with respect to herein, together with an officer's certificate, certifying certain factual matters. all in form and terms satisfactory to such other matters as the Lender and its counselmay reasonably request; (b) the representations and warranties of the Borrower contained in paragraph 8 will under this Agreement and under all certificates given by the Borrower and the Subsidiaries on the Closing Date shall be true and correct in all material respects and the Borrower will have complied with all covenants required to be complied with by it prior to the Initial Advance under the Loan by the Lendercorrect; (c) there shall have been no adverse material change evidence of all necessary approvals of appropriate securities regulatory authorities to the transactions contemplated in this Agreement and to the business, operations, assets or ownership issue of the Warrants and the Extension Warrants to the Lender and the delivery by the Borrower or any to the Lender of its Subsidiaries since certificates representing the date of Warrants and the Term SheetExtension Warrants; (d) the execution and delivery of the Inter-Lender will have received the approval Agreement by all parties thereto; (e) completion of its Board of Directors and completed and, in its sole and absolute discretion, be satisfied with its a due diligence review investigation satisfactory to the Lender, acting reasonably; (f) availability of senior debt in amounts and on terms satisfactory to the Borrower Lender; (g) payment of all interest accrued and its Subsidiariesnot yet paid on the Debenture up to the date of this Agreement; and (eh) payment by the Borrower to the Lender will, in its sole and absolute discretion, be satisfied as on the Closing Date of a transaction fee equal to the creditworthiness 5% of the Borrower Loan, plus goods and its Subsidiaries and the adequacy services tax, less any instalment of the collateral security contemplated herein. If any of the foregoing conditions precedent are not satisfied or waived such fee previously paid by the Lender in writing on or before January 26, 2007, this Agreement will terminate, and the Lender will be under no further obligation to the Borrower in connection with the transaction contemplated hereinBorrower.

Conditions Precedent to Advance. As The Lender shall make the Advance on and as of the first date (the “Effective Date”) on which all of the following conditions precedent to the Advance under the Loan by the Lenderhave been satisfied: (a) Each of the Borrower will have:and the Guarantors shall have established the MS BusinesScape Account. (b) The Lender shall have received, and be satisfied with, the Lender’s BusinesScape Credit Application for S&W Dallas and the Real Estate Transaction Screen with respect to the Dallas Property. (c) The Lender shall have received, and be satisfied with, a Phase I environmental site assessment of the Las Vegas Property prepared by an environmental consultant satisfactory to the Lender. (d) The Borrower shall have paid the facility fee payable pursuant to the Basic Loan Terms, as well as the other payment items set forth on the Closing Agenda. (e) The Lender shall have received, and be satisfied with, the documents and other items listed on the Closing Agenda. (f) The Lender shall have received, and be satisfied with, (i) executed a consent from the holder of the First Dallas Deed of Trust to the making and delivered or caused to be executed and delivered recording of the promissory note referred to above ; Dallas Deed of Trust, (ii) received approval from the Exchange for the transactions contemplated herein, including the issuance of the Interest Payment Shares in respect of interest payments due or coming due hereunder; and (iii) delivered a certified copy of its and each relevant Subsidiary’s directors' resolutions authorizing the borrowing of the Loan, the grant of the Security and the execution and delivery of this Agreement and all agreements, documents and instruments referred to herein, together with an officer's certificate, certifying certain factual matters. all in form and terms evidence satisfactory to the Lender that S&W Dallas is not in default under the First Dallas Deed of Trust or the note secured thereby and its counsel;(iii) a true and complete copy of the First Dallas Deed if Trust and any amendments thereto. (bg) The following statements shall be true (and the acceptance by the Borrower of the proceeds of the Advance shall constitute a representation and warranty by the Borrower that on the date of the Advance such statements are true): (i) the representations and warranties of the Borrower and the Guarantors contained in paragraph 8 will be true Section 4.01 hereof and in each other Loan Document are correct in all material respects on and the Borrower will have complied with all covenants required to be complied with by it prior to the Initial Advance under the Loan by the Lender; (c) there shall have been no adverse material change in the business, operations, assets or ownership as of the Borrower or any of its Subsidiaries since the date of the Term Sheet; (d) Advance, before and after giving effect to the Lender will have received Advance and to the approval of its Board of Directors and completed and, in its sole and absolute discretion, be satisfied with its due diligence review application of the Borrower proceeds therefrom, as though made on and its Subsidiaries; as of such date, and (eii) no event has occurred and is continuing, or would result from the Advance or from the application of the proceeds therefrom, that constitutes a Default. (h) The Lender shall have received such other approvals, opinions and documents as the Lender willmay reasonably request. Upon satisfaction of such conditions, in its sole and absolute discretion, be satisfied as to the creditworthiness of the Borrower and its Subsidiaries and the adequacy of the collateral security contemplated herein. If any of the foregoing conditions precedent are not satisfied or waived by hereby authorizes the Lender in writing to insert the Effective Date (of this Agreement) on or before January 26page 1 hereof, 2007, this Agreement will terminate, and whereupon the Lender will Advance shall be under no further obligation made available to the Borrower in connection accordance with the transaction contemplated hereinterms and conditions hereof.

Conditions Precedent to Advance. As The obligation of the Lender to fund the Loan is subject to the satisfaction or waiver on or before the Closing Date of the following conditions precedent (in form and substance satisfactory to the Advance under the Loan by the Lender:): (a) each of this Agreement, the Borrower will have: (i) Security Documents, and all other Loan Documents shall have been executed and delivered or caused to be executed and delivered the promissory note referred to above ; (ii) received approval from the Exchange for the transactions contemplated herein, including the issuance of the Interest Payment Shares in respect of interest payments due or coming due hereunder; and (iii) delivered a certified copy of its and each relevant Subsidiary’s directors' resolutions authorizing the borrowing of the Loan, the grant of the Security and the execution and delivery of this Agreement and by all agreements, documents and instruments referred to herein, together with an officer's certificate, certifying certain factual matters. all in form and terms satisfactory to the Lender and its counselparties thereto; (b) the representations and warranties an originally executed copy of the Borrower contained in paragraph 8 will be true and correct in all material respects and the Borrower will Note shall have complied with all covenants required to be complied with by it prior to the Initial Advance under the Loan by been delivered to, or as directed by, the Lender; (c) there the Royalty Agreement (and all necessary approvals for the execution, delivery and performance thereof), in form and substance acceptable to the Lender, shall have been no adverse material change in executed or performed (as applicable) by the business, operations, assets or ownership of the Borrower or any of its Subsidiaries since the date of the Term SheetBorrower; (d) each of the Lender will have received the approval of its Board of Directors Compliance Certificate, Environmental Certificate and completed and, in its sole Oil and absolute discretion, Gas Ownership Certificate shall be satisfied with its due diligence review of executed and delivered by the Borrower and its Subsidiaries; anddated effective as of the Closing Date; (e) the Lender will, in its sole and absolute discretion, be satisfied as to the creditworthiness shall have received certified copies of the Borrower Organizational Documents of each Obligor, the resolutions authorizing the execution, delivery and its Subsidiaries performance of each Obligor’s respective obligations under the Loan Documents, as applicable, and the adequacy transactions contemplated herein, and the incumbency of the collateral security contemplated herein. If officers of the Obligors that are party to Loan Documents; (f) the Lender shall have received a flow of funds letter of direction from the Borrower with respect to any of the foregoing conditions precedent are not satisfied Funded Amount that ▇▇▇▇▇▇▇▇ is directing to be funded to any Person or waived account other than the Operating Account; (g) copies of all shareholders agreements and partnership agreements, if any, applicable to each Obligor, certified by such Obligor to be true, shall have been delivered to the Lender’s satisfaction; (h) certificates of status or good standing, as applicable, for all relevant jurisdictions of each Obligor shall have been delivered to the Lender; (i) each Obligor shall be in compliance in all material respects with all Material Contracts and Material Licences to the satisfaction of the Lender and copies of all Material Contracts and Material Licences applicable to each Obligor, certified by the Lender Borrower to be true, shall have been delivered to the Lender; (j) evidence of repayment in writing on or before January 26full of all Debt that is not Permitted Debt, 2007including for clarity the Bridge Loan, this Agreement will terminate, and shall have been delivered to the Lender will be under no further obligation to concurrent with the Borrower Advance; (k) evidence that all necessary or required consents or approvals of any Governmental Authority or other Person in connection with the transaction delivery of the Loan Documents have been obtained; (l) releases, discharges, estoppels and postponements with respect to all Liens which are not Permitted Liens, if any, shall have been delivered to the Lender or applicable solicitors’ undertakings to obtain and register same coupled with the appropriate discharge statements; (m) payment of all amounts and fees payable to the Lender, including, without limitation, the Closing Fee and the Servicing Fee and the costs and expenses payable pursuant to Section 4.6, which amounts may, at the direction of the Borrower, be netted out of the Funding Amount by the Lender at the Closing Date; (n) all filings, registrations and recordations shall have been made to perfect the Security in all relevant jurisdictions reasonably required by the Lender, including without limitation, under the PPSA and in the case of any real property, on title; (o) a currently dated letter of opinion of counsel of the Obligors that are party to Loan Documents, in form and substance ordinarily delivered in similar transactions of the nature contemplated hereinby this Agreement in Calgary Alberta; (p) the Borrower shall have delivered to the Lender evidence of insurance acceptable to the Lender showing the Lender as a loss payee; (q) no Pending Event of Default exists and no Event of Default has occurred and is continuing on the Closing Date or would result from making the Advance and a Responsible Officer of the Borrower shall have certified the same to the Lender; (r) all representations and warranties made by the Borrower and applicable Obligors in the Loan Documents are true and correct in all material respects; (s) all covenants required hereunder shall be performed, kept or observed in a manner satisfactory to the Lender; (t) the Lender shall be satisfied that all information provided to the Lender from any Obligor in connection with the negotiation of the transactions contemplated by this Agreement is neither false nor misleading; (u) no Material Adverse Effect has occurred and a Responsible Officer of the Borrower shall have certified the same to the Lender; (v) the Lender shall have received such additional evidence, documents or undertakings as the Lender shall reasonably request and be satisfied, acting reasonably, as to the taking of all proceedings in connection herewith in compliance with the conditions set forth in this Agreement; (w) the Lender shall have obtained all necessary internal approvals to enter this Agreement and provide the Loan; (x) the Lender shall have completed background checks of each the Key Person, and the results thereof shall be satisfactory to the Lender; (y) the Lender shall have received a detailed capital expenditure program for the period from the Closing Date through June 30, 2020 on a monthly basis in form and substance satisfactory to the Lender (z) the Lender shall have received all the financial statements and such other financial reports and information concerning the Borrower as the Lender shall have requested; and (aa) the Lender shall have completed all due diligence which it considers necessary or appropriate in its discretion in regard to each Obligor and its Property, books and records, operations, prospects and condition (financial or otherwise), including, without limitation, in regards to past and ongoing compliance with Applicable Laws (including Environmental Laws), union and labour relations and pension matters.

Conditions Precedent to Advance. As conditions precedent to the Advance under the Loan Facility by the Lender: (a) the Borrower will have: (i) completed all financing arrangements with the Subordinate Creditors, which shall include their execution and delivery of the Priority Agreement; (ii) executed and delivered or caused to be executed and delivered all of the promissory note Security and the documents, securities and instruments referred therein and the Lender will have completed all registrations and other filings that may be prudent or necessary to perfect the security interests created therein, provided however, that if the Lender shall not have received exchange control approval of the South African Reserve Bank to the Rockwell Resources RSA documents referred to in subparagraphs 7(h) and 7(i) above and the transactions contemplated therein, on or before July 7, 2006, the Borrower shall cause the share certificates representing the Van Wyk Shares to be delivered to the Lender's South African counsel, to be held by the Lender's South African counsel pending receipt of such exchange control approval; (iiiii) received approval from the Exchange for the transactions contemplated herein, including the issuance of the Interest Payment Bonus Shares in respect of interest payments due or coming due hereunder; andand the Conversion Shares; (iiiiv) delivered a certified copy of its and each relevant Subsidiary’s 's directors' resolutions authorizing the borrowing of the LoanFacility, the grant of the Security and the execution and delivery of this Agreement and all agreements, documents and instruments referred to herein, together with an officer's certificate, certifying certain factual matters. ; and (v) caused to be executed and delivered legal opinions of counsel for the Borrower and each of the Subsidiaries, all in form and terms satisfactory to the Lender and its counsel; (b) the representations and warranties of the Borrower contained in paragraph 8 9 will be true and correct in all material respects and the Borrower will have complied with all covenants required to be complied with by it prior to the Initial Advance under the Loan Facility by the Lender; (c) there shall have been no adverse material change in the business, operations, assets or ownership of the Borrower or any of its the Subsidiaries since the date of the Term Sheet; (d) the Lender will have received the approval of its Board board of Directors directors and completed and, in its sole and absolute discretion, be satisfied with its due diligence review of the Borrower and its the Subsidiaries; and (e) the Lender will, in its sole and absolute discretion, be satisfied as to the creditworthiness of the Borrower and its Subsidiaries and the adequacy of the collateral security contemplated herein. If any of the foregoing conditions precedent are not satisfied or waived by the Lender in writing on or before January 26July 14, 20072006, this Agreement will terminate, and the Lender will be under no further obligation to the Borrower in connection with the transaction contemplated herein.

Conditions Precedent to Advance. As conditions precedent to the Advance under advance of the Loan by the Lender: (a) the Borrower board of directors and partners of the Lender will havehave approved the Loan; (b) the Credit Parties shall have delivered to the Lender certified copies of the constating documents for each of the Credit Parties and all amendments thereto, and certified copies of the required resolutions of the directors (and shareholders of Focus Cayman and Agrifos Cayman) of each of the Credit Parties authorizing the transactions contemplated hereunder, all in form and substance satisfactory to the Lender; (c) all Loan Documents shall have been executed and delivered and all filings, registrations and recordings and legal opinions necessary or desirable in connection therewith shall have been made; (d) completion of all due diligence on the Credit Parties and the Peruvian Parties to the satisfaction of the Lender and its legal counsel, including a review of all: (i) executed and delivered or caused material contracts of the Credit Parties, including all documentation relating to be executed and delivered the promissory note referred to above Acquisition; (ii) received approval from the Exchange for the transactions contemplated hereinleases, including the issuance of the Interest Payment Shares in respect of interest payments due or coming due hereunderlicences, permits, mine plans; and (iii) delivered a certified copy of its and each relevant Subsidiary’s directors' resolutions authorizing the borrowing budgets of the Loan, Credit Parties; (e) receipt of all applicable stock exchange and other regulatory approvals to the grant of the Security and the execution and delivery completion of this Agreement and all agreementsAgreement; (f) such additional evidence, documents and instruments referred undertakings as the Lender may request, acting reasonably, to herein, together complete the transactions contemplated hereunder and reasonable evidence of compliance with an officer's certificate, certifying certain factual matters. all the conditions set forth in form and terms satisfactory this Agreement shall have been furnished to the Lender and its counselLender; (bg) receipt by the Lender of written confirmation by the Credit Parties that the representations and warranties of the Borrower Credit Parties contained in paragraph 8 will be 8.1 are true and correct in all material respects as of the date of the advance of the Loan and the Borrower Credit Parties will have complied with all covenants required to be complied with by it each of them under this Agreement and all other Loan Documents, prior to the Initial Advance under advance of the Loan by the LenderLoan; (c) there shall have been no adverse material change in the business, operations, assets or ownership of the Borrower or any of its Subsidiaries since the date of the Term Sheet; (d) the Lender will have received the approval of its Board of Directors and completed and, in its sole and absolute discretion, be satisfied with its due diligence review of the Borrower and its Subsidiaries; and (eh) the Lender will, in its sole and absolute discretion, be satisfied as to the creditworthiness of the Borrower and its Subsidiaries Credit Parties and the adequacy of the collateral security contemplated herein. If any of the foregoing conditions precedent are not satisfied or waived ; (i) receipt by the Lender of a conditions precedent certificate of the Borrower confirming that all elements of the Acquisition are complete other than the Inca Payment and the TB Payment; (j) the Lender shall be satisfied in writing on or before January 26its sole and absolute discretion that it may take control of the Agrifos Peru Capital Stock owned by the Credit Parties, 2007, this Agreement will terminateupon an enforcement proceeding, and sell or otherwise assign the same; (k) such other conditions precedent the Lender will be under no further obligation to the Borrower in connection with the transaction contemplated hereinmay require based on its due diligence review.

Conditions Precedent to Advance. As conditions precedent to the Advance under the Loan by the Lender: (a) the Borrower will have: (i) executed and delivered or caused to be executed and delivered the promissory note referred to above ; (ii) received approval from the Exchange for the transactions contemplated herein, including the issuance of the Interest Payment Shares in respect of interest payments due or coming due hereunder; and (iii) delivered a certified copy of its and each relevant Subsidiary’s directors' resolutions authorizing the borrowing of the Loan, the grant of the Security and the The Lenders’ execution and delivery of this Agreement and all agreements, documents and instruments referred to herein, together with an officer's certificate, certifying certain factual matters. all in form and terms satisfactory the making of the Advance are subject to the Lender following conditions having been satisfied in the reasonable opinion of the Lenders on or prior to the Closing Date: (a) Each of this Agreement and the other Loan Documents shall have been duly authorized and executed with original counterparts thereof delivered to the Agent or its counsel;. (b) The Borrower, the representations Guarantors, Horizon Vessels International, Ltd. and warranties ECH Offshore shall have delivered to the Lenders evidence of good standing, certificates of incumbency and duly certified resolutions of their Boards of Directors and all such other corporate documentation authorizing them to enter into the Borrower contained in paragraph 8 will be true and correct in all material respects transactions contemplated by this Agreement and the Borrower will have complied with all covenants required to be complied with by it prior to the Initial Advance under the other Loan by the Lender;Documents. (c) there The Lenders shall have received opinions from Jones, Walker, Waechter, Poitevent, Carrere & D▇▇▇▇▇▇, L.L.P, counsel to the Borrower and the Guarantors, an opinion of S▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to Horizon Vessels International, Ltd., an opinion of G▇▇▇▇▇▇▇, Riquelme y Asociados, counsel to ECH Offshore and an opinion of Agent’s counsel, Gardere W▇▇▇▇ ▇▇▇▇▇▇ LLP, each in form and substance satisfactory to the Lenders. (d) The representations and warranties contained in Article III of this Agreement and in each other Loan Document shall be true on the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and no Event of Default specified in Article IV hereof and no event which, with the lapse of time or the notice and lapse of time specified in Article IV hereof, would become such an Event of Default, shall have occurred and be continuing or shall have occurred at the completion of the making of the Loan, and the Lenders shall have received satisfactory certificates signed by Responsible Officers of the Borrower and the Guarantors, as to all questions of fact involved in this condition. (e) There shall have been no material adverse material change in the business, operationsfinancial condition or operations of the Borrower and of the Guarantors as reported in the Parent Guarantor’s September 30, assets 2005 consolidated financial statements and the financial guidance for calendar year 2005 as provided for in the Parent Guarantor’s October 31, 2005 press release. (f) The Lenders shall have received evidence that the person specified to act as agent for service of process for the Borrower and the Guarantors pursuant to Section 6.3 has agreed to so act. (g) The Lenders shall have received certificates of the Borrower and the Guarantors signed by an officer in charge of environmental affairs and safety as to compliance by the Borrower and the Guarantors with all environmental, safety and public health laws and regulations applicable to the Borrower and the Guarantors, including without limitation of the foregoing, all other laws and regulations affecting or ownership relating to the Vessels, in each case the noncompliance with which would have a Material Adverse Effect. (h) The Borrower shall have provided evidence of insurance maintained by the Borrower and Horizon Vessels International, Ltd. on the Vessels as required by the Mortgages and Article 5 of the Security Agreement and Second Lien Maritime Security Agreement, accompanied by a report of the Borrower’s insurance broker that such insurance complies with the terms of the Mortgages, the Security Agreement and Second Lien Maritime Security Agreement. (i) All actions necessary to perfect the security interests created by the U.S. Mortgage, the Vanuatu Mortgage, the Security Agreement, the ECH Offshore Security Agreement and the Accounts Receivable Security Agreements shall have been taken. (j) If GE Credit TN has consented to the execution thereof on or prior to such date, the Second Mortgage shall have been duly executed and delivered and all actions necessary to perfect the security interests created thereby shall have been taken, and the Second Lien Maritime Security Agreement shall have been duly executed and delivered. (k) All orders, consents, approvals, licenses, authorizations and validations of, and filings, recordings and registrations with and exemptions by any Governmental Agency or any Person (other than any routine filings which may be required after the date hereof with appropriate governmental authorities in connection with the operation of the Vessels) required to (i) authorize the execution, delivery and performance by the Borrower and the Guarantors of the Loan Documents to which they are parties or (ii) prevent the execution, delivery and performance by the Borrower and the Guarantors of the Loan Documents to which they are parties from resulting in a breach of any of the terms or conditions of, or resulting in the imposition of any lien, charge or encumbrance upon any properties of the Borrower or the Guarantors pursuant to, or constituting a default (with due notice or lapse of time or both), or resulting in an occurrence of any event for which any holder or holders of its Subsidiaries since Indebtedness may declare the date same due and payable under, any indenture, agreement, order, judgment or instrument under which the Borrower or the Guarantors are a party (other than the Mortgages, or the Security Agreement) or to the Borrower’ knowledge after due inquiry by which the Borrower or the Guarantors or their property may be bound or affected, or under the Certificates of the Term Sheet; (d) the Lender will have received the approval of its Board of Directors and completed and, in its sole and absolute discretion, be satisfied with its due diligence review Incorporation or By-Laws of the Borrower and its Subsidiaries; andor the Guarantors, shall have been obtained or made. (el) The Agent shall have received a report appraising the Lender willOrderly Liquidation Value of the Vessels prepared by M▇▇▇▇▇▇ Marine Services, Inc. in form and substance satisfactory to the Lenders. (m) The Agent shall have been paid the fees required under Section 1.8 and all other fees, costs and expenses then due and payable by Borrower or pursuant to Section 6.7 hereof. (n) The Agent shall have received evidence satisfactory to the Agent that the Manchester Term Loans and the CIT Term Loan are being satisfied and discharged with proceeds of the Loan, and all liens and security interests securing such loans have been or will be released. (o) The Lenders shall have received such other documents and instruments they reasonably request necessary to consummate the transactions described in this Agreement, in its sole each case in form and absolute discretion, be satisfied as substance reasonably satisfactory to the creditworthiness of the Borrower and its Subsidiaries and the adequacy of the collateral security contemplated herein. If any of the foregoing conditions precedent are not satisfied or waived by the Lender in writing on or before January 26, 2007, this Agreement will terminate, and the Lender will be under no further obligation to the Borrower in connection with the transaction contemplated hereinthem.

Conditions Precedent to Advance. As The obligation of the Lender to advance the Loan on the Closing Date is subject to satisfaction of the following conditions precedent, which conditions precedent to are for the Advance under sole and exclusive benefit of the Loan Lender and may be waived in writing by the LenderLender in its sole discretion: (a) each of this Agreement, the Borrower will have: Fee Letter, the Security Documents (iother than the Leasehold Debenture) and the Warrant Agreement shall have been executed and delivered or caused to be executed by all parties thereto and delivered the promissory note referred to above ; (ii) received approval from the Exchange for the transactions contemplated herein, including the issuance of the Interest Payment Shares in respect of interest payments due or coming due hereunder; and (iii) delivered a certified copy of its and each relevant Subsidiary’s directors' resolutions authorizing the borrowing of the Loan, the grant of the Security and the execution and delivery of this Agreement and all agreements, documents and instruments referred to herein, together with an officer's certificate, certifying certain factual matters. all in form and terms satisfactory to the Lender and its counselshall have become effective; (b) the representations no Default or Event of Default shall have occurred and warranties be continuing nor shall there be any such Default or Event of the Borrower contained in paragraph 8 will be true and correct in all material respects Default after giving effect to this Agreement and the Borrower will Lender shall have complied with all covenants required to be complied with by it prior to the Initial Advance under the Loan by the Lenderreceived an Officer’s Certificate confirming same; (c) there the representations and warranties made in or pursuant to this Agreement shall be true and correct on the Closing Date and the Lender shall have been no adverse material change in the business, operations, assets or ownership of the Borrower or any of its Subsidiaries since the date of the Term Sheetreceived an Officer’s Certificate confirming same; (d) the Lender will shall have received the approval of its Board of Directors and completed andfollowing, in its sole form and absolute discretion, be satisfied with its due diligence review substance satisfactory to the Lender: (i) an Officer’s Certificate in respect of each Obligor certifying that attached thereto are true and correct copies of the Borrower following documents and its Subsidiariesthat such documents are in full force and effect, unamended; (A) the articles, memorandum, by-laws, constating documents or other organizational documents of the Obligor; (B) the certificate of incumbency including sample signatures of officers and directors of the Obligor who have executed this Agreement or any of the Loan Documents entered into in connection therewith; (C) the resolutions or other documentation evidencing that all necessary action (if any), corporate or otherwise, has been taken by the Obligor to authorize the execution, delivery and performance of this Agreement and any applicable agreements referred to herein, including (in the case of the Borrower) the Warrant Agreement; and (ii) a certificate of status, certificate of compliance or similar certificate with respect to the jurisdiction of incorporation or formation of each Obligor or any other jurisdiction in which the Obligor conduct business; (e) filings and registrations required to establish the Lender will, in its sole perfection and absolute discretion, be satisfied as to the creditworthiness priority of the Borrower and its Subsidiaries and Security (other than the adequacy of the collateral security contemplated herein. If any of the foregoing conditions precedent are not satisfied or waived Leasehold Debenture) in all jurisdictions reasonably required by the Lender shall have been made (including without limitation, registrations at the applicable Land Registry Office and MNDM); (f) the Warrant Agreement shall have been entered into, and shall be in writing full force and effect and the Warrants shall, contemporaneously with the advance of the Loan, be issued to the Lender; (g) all approvals, consents and authorizations as may be required from the TSX and the NYSE in connection with the issue of the Warrants and the issuance of the Common Shares issuable upon the exercise of the Warrants shall have been obtained (including, without limitation, confirmation that the TSX and the NYSE has approved the listing of the Common Shares issuable upon the exercise of the Warrants, subject only to satisfaction of customary conditions); (h) the Borrower shall have received all of the Material Permits listed on Schedule 4.1(z), including all Material Permits required for the completion and operation of the Phoenix Project up to 1250 TPD, and such Material Permits shall continue to be in good standing and in full force and effect; (i) no event shall have occurred since December 31, 2014 which, individually or before January 26in the aggregate has, 2007or could reasonably be expected to have, this Agreement will terminatea Material Adverse Effect, including any event arising as a result of any casualty or disaster, accident, labour dispute, exercise of power of eminent domain or other governmental action, act of God or other reason whatsoever, and the Lender will shall have received an Officer’s Certificate confirming same; (j) all Material Contracts shall be under in full force and effect and there shall have occurred no further obligation material default by any party thereto and, to the extent not previously delivered to the Lender, the Lender shall have received certified copies thereof; (k) the Lender shall have received customary opinions of counsel to the Borrower acceptable to the Lender, acting reasonably, including opinions with respect to the enforceability of this Agreement and the Warrant Agreement, title matters with respect to the Phoenix Property in connection which the Borrower has an interest and compliance with applicable securities laws; (l) the Upfront Fee shall have been paid or shall be paid contemporaneous with the transaction contemplated hereinadvance of the Loan; (m) no action or proceeding shall be pending by any Person or Governmental Authority to enjoin, restrict, or prohibit the operation of the Phoenix Project or which may impose any material condition on the operation of the Phoenix Project, or which could reasonably be expected to have a Material Adverse Effect, and the Lender shall have received an Officer’s Certificate confirming same; (n) the RG Subordination Agreement shall have been entered into by all parties thereto; and (o) the Lender shall have received certificates evidencing compliance with the insurance requirements of this Agreement.

Conditions Precedent to Advance. As conditions precedent The obligations of the Lender to fund the Loan is subject to the Advance under satisfaction or waiver on or before the Loan by Closing Date of the Lenderfollowing conditions precedent: (a) the Borrower will have: (i) this Agreement shall have been executed and delivered or caused to be executed and delivered the promissory note referred to above ; (ii) received approval from the Exchange for the transactions contemplated herein, including the issuance of the Interest Payment Shares in respect of interest payments due or coming due hereunder; and (iii) delivered a certified copy of its and each relevant Subsidiary’s directors' resolutions authorizing the borrowing of the Loan, the grant of the Security and the execution and delivery of this Agreement and by all agreements, documents and instruments referred to herein, together with an officer's certificate, certifying certain factual matters. all in form and terms satisfactory to the Lender and its counselparties hereto; (b) the Lender shall have received certified copies of the Organizational Documents of each Obligor, the resolutions authorizing the execution, delivery and performance of each Obligor’s respective obligations under the Loan Documents and the transactions contemplated herein, and the incumbency of the officers of the Obligors; (c) copies of all shareholder agreements and partnership agreements, if any, applicable to each Obligor, certified by such Obligor to be true, shall have been delivered to the Lender’s satisfaction; (d) certificates of status or good standing, as applicable, for all relevant jurisdictions of each Obligor shall have been delivered to the Lender; (e) each Obligor shall be in compliance in all material respects with all (if any) Material Contracts and Material Licences to the satisfaction of the Lender and copies of all Material Contracts and Material Licences if any, applicable to each Obligor, shall have been delivered to the Lender; (f) evidence of repayment in full of all Debt that is not Permitted Debt owing by any Obligor to any third party lenders to such Obligor concurrent with the Advance shall have been delivered to the Lender; (g) evidence that all necessary or required consents or approvals of any Governmental Authority or other Person in connection with the completion of the GAA Transaction and the delivery of the Loan Documents have been obtained; (h) releases, discharges, estoppels and postponements with respect to all Liens which are not Permitted Liens, if any, shall have been delivered to the Lender; (i) payment of all amounts and fees payable to the Lender, including, without limitation, the Cash Fee, the Annual Fee and all reasonable fees of counsel to the Lender (including local counsel); (j) duly executed copies of the Security shall have been delivered to the Lender and such financing statements or other registrations of such Security, or notice thereof, shall have been filed, registered, entered or recorded in all offices of public record necessary or desirable in the opinion of the Lender to preserve or protect the charges and security interests created thereby; (k) a currently dated letter of opinion of counsel to the Borrower along with the opinions of local counsel for each Obligor shall have been delivered to the Lender; (l) the Borrower shall have delivered to the Lender certificates of insurance acceptable to the Lender showing, inter alia, the Lender as a first loss payee as its interest may appear on all insurance policies that insure the assets to be secured by the Security; (m) no Default or Event of Default has occurred and is continuing on the Closing Date or would result from making the Advance and a senior officer of the Borrower shall have certified the same to the Lender; (n) all representations and warranties of made by the Borrower contained Obligors in paragraph 8 will be the Loan Documents are true and correct in all material respects respects; (o) no Material Adverse Effect has occurred; (p) evidence of concurrent completion of the GAA Transaction on terms and conditions consistent with the GAA Asset Purchase Agreement, the GAA Equity Purchase Agreement and the GAA Loans (with any material deviations from any of the GAA Asset Purchase Agreement, the GAA Equity Purchase Agreement and the GAA Loans to be subject to approval by the Lender) shall have been provided to the Lender; (q) executed copies of the GAA Asset Purchase Agreement, the GAA Equity Purchase Agreement and the document(s) evidencing the GAA Loans; (r) a source and use of funds statement and an outline of the flow of funds from the Advance shall have been delivered to the Lender evidencing that the Advance will be used solely for the purpose provided for in Section 9.1(f); (s) evidence of Equity Financing being made in an aggregate amount of no less than $5,000,000, all on terms satisfactory to the Lender shall have been delivered to the Lender; (t) evidence that funds under the Subordinated Credit Agreement in an amount not less than $20,000,000 have been or will be concurrently advanced to the Borrower, all on terms satisfactory to the Lender; (u) an executed copy or copies certified true and correct by an officer of the Borrower of the Subordinated Credit Agreement and the Subordinated Lenders’ Security shall have been delivered to the Lender; (v) the Intercreditor Agreement shall have been executed to the Lender’s satisfaction; (w) the Lender shall have received such additional evidence, documents or undertakings as the Lender shall reasonably request to establish the consummation of the transactions contemplated hereby and be satisfied, acting reasonably, as to the taking of all proceedings in connection herewith in compliance with the conditions set forth in this Agreement; (x) the Lender shall have completed all due diligence which it considers necessary or appropriate in its discretion in regard to each Obligor and its Property, books and records, operations, prospects and condition (financial or otherwise), including, without limitation, in regards to past and ongoing compliance with Applicable Laws (including Environmental Laws), union and labour relations and pension matters; and (y) the Lender and the Borrower will have complied with all covenants required to be complied with by it prior entered into, executed and delivered an agreement granting to the Initial Advance under the Loan by the Lender; (c) there shall have been no adverse material change Lender certain rights in the business, operations, assets or ownership respect of the Borrower or any of its Subsidiaries since the date of the Term Sheet; (d) the Lender will have received the approval of its Board of Directors Borrower’s current and completed andfuture products, in its sole and absolute discretion, be satisfied with its due diligence review of the Borrower and its Subsidiaries; and (e) the Lender will, in its sole and absolute discretion, be satisfied as all on terms satisfactory to the creditworthiness of the Borrower and its Subsidiaries and the adequacy of the collateral security contemplated herein. If any of the foregoing conditions precedent are not satisfied or waived by the Lender in writing on or before January 26parties, 2007, this Agreement will terminate, and the Lender will be under no further obligation to the Borrower in connection with the transaction contemplated hereinacting reasonably.

Conditions Precedent to Advance. As The obligation of the Lender to advance the Principal to the Borrower is subject to the following, it being understood that these conditions precedent to are for the Advance under the Loan by exclusive benefit of the Lender: (a) the Borrower will have: (i) shall have executed and delivered this Agreement to the Lender; (b) the Borrower shall have executed and delivered a direction to pay the Principal to ▇▇▇▇▇ ▇▇▇▇▇▇ Jitton; (c) the Borrower shall have executed and delivered, or have caused to be executed and delivered delivered, to the promissory note referred to above Lender the security documents described in Sections 3.1 (collectively, the “Security”) and all Security shall have been registered in all necessary and appropriate places; (iid) received approval from ▇▇▇ shall have agreed to provide to the Exchange for the transactions contemplated hereinBorrower, including the issuance by loan or otherwise, sufficient funds to pay urgent current debts of the Interest Payment Shares in respect of interest payments due or coming due hereunder; andBorrower, such funds to be at least CDN$168,000, and the Borrower shall provide to the Lender evidence that at least CDN$100,000 has been provided to the Borrower; (iiie) the Borrower shall have caused to be delivered to the Lender a certified copy of a resolution of its directors approving the form and each relevant Subsidiary’s directors' resolutions authorizing the borrowing of the Loan, the grant of the Security and the execution and delivery of this Agreement and all agreements, documents and instruments referred the Security; (f) the Borrower shall have caused to herein, together with be delivered to the Lender an officer's certificate, certifying certain factual matters. all in form and terms satisfactory opinion of the Borrower’s counsel addressed to the Lender and its counsel, in form and content acceptable to the Lender acting reasonably; (bg) the representations and warranties Borrower shall have provided to the Lender a certified copy of the Borrower contained in paragraph 8 will be true Borrower’s Notice of Articles and correct in all material respects and the Borrower will have complied with all covenants required to be complied with by it prior to the Initial Advance under the Loan by the Lender; (c) there shall have been no adverse material change in the business, operations, assets or ownership of the Borrower or any of its Subsidiaries since the date of the Term Sheet; (d) the Lender will have received the approval of its Board of Directors and completed and, in its sole and absolute discretion, be satisfied with its due diligence review of the Borrower and its SubsidiariesArticles; and (eh) the Lender will, in its sole and absolute discretion, be satisfied as Borrower shall have delivered to the creditworthiness of the Borrower Lender such other information and its Subsidiaries and the adequacy of the collateral security contemplated herein. If any of the foregoing conditions precedent are not satisfied or waived by documents as the Lender in writing on or before January 26, 2007, this Agreement will terminate, and the Lender will be under no further obligation to the Borrower in connection with the transaction contemplated hereinmay reasonably request.

Conditions Precedent to Advance. As conditions precedent to the Advance under of the Loan Facility by the Lender: (a) the Borrower will have: (i) shall have executed and delivered or caused to be executed and delivered or caused to be executed and delivered: (i) all of the promissory note Security and the documents, securities and instruments referred to in paragraph 7 above and the Lender will have completed all registrations and other filings that may be prudent or necessary to perfect the security interest created therein; (ii) received approval from the Exchange for the transactions contemplated herein, including the issuance of the Interest Payment Shares in respect of interest payments due or coming due hereunder; and (iii) delivered a certified copy of its and each relevant Subsidiary’s directors' resolutions authorizing the borrowing of the LoanFacility, the grant of the Security and the execution and delivery of this Agreement and all agreements, documents and instruments referred to herein, together with an officer's certificate, certifying certain factual matters. all in form and terms satisfactory to the Lender and its counsel; (b) the representations and warranties of the Borrower contained in paragraph 8 9 will be true and correct in all material respects and the Borrower will have complied with all covenants required to be complied with by it in relation to this Agreement prior to the Initial Advance under the Loan Facility by the Lender; (c) the Lender shall be satisfied with its due diligence review of the Borrower is intended use of proceeds of the Facility; (d) there shall have been no adverse material change in the business, operations, assets or ownership of the Borrower Borrower, its Subsidiaries or any of its Subsidiaries their respective properties and assets since the date of the Term Sheetthis Agreement; (d) the Lender will have received the approval of its Board of Directors and completed and, in its sole and absolute discretion, be satisfied with its due diligence review of the Borrower and its Subsidiaries; and (e) the Lender will, in its sole and absolute discretion, be satisfied as to the creditworthiness of the Borrower and its Subsidiaries and the adequacy of the collateral security contemplated herein. If any of the foregoing conditions precedent are not satisfied or waived by the Lender in writing on or before January 26May 7, 20072008, this Agreement will terminate, and the Lender will be under no further obligation to the Borrower in connection with the transaction contemplated herein.

Conditions Precedent to Advance. As The obligation of each Lender to make its Advance is subject to satisfaction or waiver by such Lender of the following conditions precedent to the Advance under the Loan by the Lenderprecedent: (a) Administrative Agent and each Lender shall have received each of the Borrower will havefollowing documents, duly executed, each dated as of the Closing Date (except in the case of lien searches, which shall be dated on or prior to the Closing Date), in each case, in form and substance reasonably satisfactory to Administrative Agent and each Lender: (i) duly executed counterparts of the Margin Loan Documentation and delivered or caused to be executed and delivered the promissory note referred to above all documents contemplated thereby, including any UCC-1 financing statement(s); (ii) received approval from a certificate of Borrower, dated the Exchange for Closing Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the transactions contemplated hereinresolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Margin Loan Documentation to which it is a party and the Transactions to be consummated by it on such date, (B) identify by name and title and bear the signatures of the Responsible Officers and any other officers of Borrower authorized to sign the Margin Loan Documentation, and (C) contain appropriate attachments, including (x) the issuance Organization Documents of Borrower certified by the relevant authority of the Interest Payment Shares jurisdiction of organization of Borrower, and (y) if applicable, a long form good standing certificate for Borrower from its jurisdiction of organization; (iii) a certificate of Guarantor, dated the Closing Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Margin Loan Documentation to which it is a party and the Transactions to be consummated by it on such date, (B) identify by name and title and bear the signatures of the Responsible Officers and any other officers of Guarantor authorized to sign the Margin Loan Documentation, and (C) contain appropriate attachments, including (x) the Organization Documents of Guarantor certified by the relevant authority of the jurisdiction of organization of Guarantor, and (y) if applicable, a long form good standing certificate for Guarantor from its jurisdiction of organization (iv) a certificate of a Responsible Officer of Borrower in respect the form of interest payments due Exhibit A hereto; (v) a solvency certificate from a Responsible Officer of each Loan Party; (vi) a favorable opinion of each Loan Party’s counsel, addressed to Administrative Agent and Lenders, in form and substance reasonably satisfactory to Administrative Agent and each Lender; (vii) the results of a recent lien search in each of the jurisdictions where assets of Borrower are located, and such search shall reveal no liens on any of the assets of Borrower except for Permitted Liens or coming due hereunderdischarged on or prior to the Closing Date pursuant to a pay-off letter or other documentation reasonably satisfactory to Administrative Agent and each Lender; (viii) proper financing statements (Form UCC-1 or the equivalent) for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the Security Agreements; (ix) the documents and certificates described in Section 2.11 (h)(i); (x) evidence that Borrower has duly appointed an “Independent Director” (as defined in Borrower’s Organization Documents); (xi) a FRB Form U-1 shall have been delivered to Administrative Agent and each Lender, completed to satisfaction of each Lender and duly executed by Borrower; and (iiixii) delivered a certified copy of its and each relevant Subsidiary’s directors' resolutions authorizing the borrowing of the Loan, the grant of the Security and the execution and delivery of this Agreement and all agreements, such other certificates or documents and instruments referred to herein, together with an officer's certificate, certifying certain factual matters. all in form and terms satisfactory to the as Administrative Agent or any Lender and its counsel;reasonably may require. (b) The Initial Cash Collateral Accounts shall have been established, and the share registry maintained by Issuer’s transfer agent shall record that each Lender owns 8,750,000 Collateral Shares free from all Transfer Restrictions (other than Existing Transfer Restrictions) and Restrictive Conditions. (c) All documented fees and expenses required to be paid under the Margin Loan Documentation on or before the Closing Date, including the Structuring Fee (unless netted against the relevant Advance on the Closing Date) and counsel fees invoiced prior to the Closing Date, shall have been paid. (d) Each of the representations and warranties of the Borrower contained in paragraph 8 will Article 3 or in any other Margin Loan Documentation shall be true and correct in all material respects (unless any such representation or warranty is qualified as to materiality, in which case it shall be true and the Borrower will have complied with correct in all covenants required to be complied with by it prior to the Initial Advance under the Loan by the Lender; (crespects) there shall have been no adverse material change in the business, operations, assets or ownership on and as of the Borrower or any of its Subsidiaries since the date of the Term SheetAdvances, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (unless any such representation or warranty is qualified as to materiality, in which case it shall be true and correct in all respects); (de) Since Borrower’s inception, no event or condition has resulted in, or could be reasonably expected to cause, either individually or in the aggregate, a Material Adverse Effect; (f) Borrower shall have delivered a Borrowing Notice to Administrative Agent and each Lender will have received in accordance with the approval of its Board of Directors and completed and, in its sole and absolute discretion, be satisfied with its due diligence review requirements hereof; (g) Immediately after giving effect to each of the Advances, the LTV Ratio (determined at the time such Advances are made) shall not exceed the Initial LTV Ratio; (h) No Collateral Shortfall shall exist or will exist after giving effect to each Advance and to the application of the proceeds therefrom; (i) The Guarantee Agreement is in full force and effect; (j) No Default, Event of Default, Adjustment Determination Period or Mandatory Prepayment Event shall have occurred and be continuing, or would result from such Advances or from the application of the proceeds therefrom; (k) Borrower and its Subsidiariesshall not have provided notice of termination of the Facility; (l) The Collateral Requirement has been satisfied in all respects; and (em) the Each Lender willshall have completed its customary know-your-customer and client on-boarding process with respect to Borrower, in its sole each case to such Lender’s satisfaction. Any delivery by Borrower of a Borrowing Notice shall be deemed to constitute a representation and absolute discretion, be satisfied as warranty by Borrower that the conditions to making the creditworthiness of the Borrower and its Subsidiaries and the adequacy of the collateral security contemplated herein. If any of the foregoing conditions precedent are not satisfied or waived by the Lender in writing on or before January 26, 2007, this Agreement will terminate, and the Lender will be under no further obligation to the Borrower in connection with the transaction contemplated hereinAdvances have been satisfied.

Conditions Precedent to Advance. As conditions precedent The Lenders' obligations to lend the money representing the principal amount of the Loans is conditional on and subject to the Advance under satisfaction of the Loan by the Lenderfollowing conditions precedent: (a) the provision to the Lenders of a favourable opinion of the Borrower's legal counsel in a form acceptable to the Lenders, acting reasonably, that the Borrower will have: (i) and the Subsidiaries exist and have the corporate capacity to execute and deliver this Agreement, the Warrants, the Notes, the Lenders' Security and the Inter-Lender Agreement to the extent that each is a party thereto, and that this Agreement, the Notes, the Warrants, the Lenders' Security and the Inter-Lender Agreement have been validly authorized, executed and delivered or caused to be executed and delivered by the promissory note referred to above ; (ii) received approval from the Exchange for the transactions contemplated herein, including the issuance of the Interest Payment Shares in respect of interest payments due or coming due hereunder; and (iii) delivered a certified copy of its and each relevant Subsidiary’s directors' resolutions authorizing the borrowing of the Loan, the grant of the Security Borrower and the execution Subsidiaries and delivery of this Agreement and all agreements, documents and instruments referred with respect to herein, together with an officer's certificate, certifying certain factual matters. all in form and terms satisfactory to such other matters as the Lender and its counselLenders may reasonably request; (b) the representations and warranties of the Borrower contained in paragraph 8 will under this Agreement and under all certificates given by the Borrower and the Subsidiaries on the Closing Date shall be true and correct in all material respects and the Borrower will have complied with all covenants required to be complied with by it prior to the Initial Advance under the Loan by the Lendercorrect; (c) there shall have been no adverse material change evidence of all necessary approvals of appropriate securities regulatory authorities to the transactions contemplated in this Agreement and to the business, operations, assets or ownership issue of the Warrants and the Extension Warrants to the Lenders and the delivery by the Borrower or any to the Lenders of its Subsidiaries since certificates representing the date of Warrants and the Term SheetExtension Warrants; (d) the execution and delivery of the Inter-Lender will have received the approval Agreement by all parties thereto; (e) completion of its Board of Directors and completed and, in its sole and absolute discretion, be satisfied with its a due diligence review investigation satisfactory to the Lenders, acting reasonably, including, but not limited to, receipt by the Lenders of a third party valuation indicating a fair market value of the film and television library of the Borrower and its Subsidiariesthe Subsidiaries equal to or greater than $10,000,000; (f) availability of senior debt in amounts and on terms satisfactory to the Lenders; (g) execution by each of the Principals of a non-competition agreement in a form acceptable to the Lenders, acting reasonably; and (eh) payment by the Lender will, in its sole and absolute discretion, be satisfied as Borrower to the creditworthiness Lenders on the Closing Date of a transaction fee equal to 5% of the Borrower Loans, plus goods and its Subsidiaries and the adequacy services tax, less any instalment of the collateral security contemplated herein. If any of the foregoing conditions precedent are not satisfied or waived such fee previously paid by the Lender in writing on or before January 26, 2007, this Agreement will terminate, and the Lender will be under no further obligation to the Borrower in connection with the transaction contemplated hereinBorrower.

Conditions Precedent to Advance. As The obligation of the Creditor to make the advance under this Debenture will be subject to the completion of each of the following conditions precedent to the Advance under satisfaction of the Loan by the LenderCreditor: (a) the Borrower will have: Creditor shall have received, in each case duly executed and delivered and in form and substance satisfactory to the Creditor, (i) executed this Debenture and delivered or caused to be executed and delivered the promissory note referred to above ; (ii) received approval from the Exchange for the transactions contemplated herein, including the issuance of the Interest Payment Shares in respect of interest payments due or coming due hereunder; and (iii) delivered a certified copy of its and each relevant Subsidiary’s directors' resolutions authorizing the borrowing of the Loan, the grant of the Security and the execution and delivery of this Agreement and all agreements, documents and instruments referred to herein, together with an officer's certificate, certifying certain factual matters. all in form and terms satisfactory to the Lender and its counselother Transaction Document; (b) the Creditor shall be satisfied that all governmental, regulatory, shareholder and third-party consents and approvals necessary or desirable in connection with entering into this Debenture and the transactions contemplated hereby, and the continuing operations of the Obligors and their subsidiaries, have been obtained and be in full force and effect, (c) the Creditor shall have received evidence of insurance coverage in form, scope and substance satisfactory to the Creditor and otherwise in compliance with Section 3.1(k) of this Debenture; (d) each Obligor shall have delivered an officer’s certificate from a senior officer of such Obligor attaching true and complete copies of its constating documents, a certificate of incumbency and resolutions of the directors of such Obligor authorizing the transactions contemplated hereby; (e) the Creditor shall be in receipt of a certificate of status or the equivalent for each Obligor from its jurisdictions of formation and each other jurisdiction in which such Obligor is registered; (f) the Creditor shall be in receipt of legal opinions, in form and substance satisfactory to the Creditor and its counsel, covering such matters incidental to the transactions contemplated by this Debenture as the Creditor and its counsel may require; (g) the Creditor shall have received a bringdown certificate of the Corporation confirming (i) all representations and warranties of the Borrower Obligors contained in paragraph 8 will be herein remain true and correct in all material respects respects, (ii) no Default or Event of Default exists under any of the Transaction Documents, and (iii) the Borrower will have complied with all covenants required to be complied with by it prior to the Initial Advance under the Loan by the Lendernon-occurrence of any Material Adverse Change; (ch) there the Creditor shall have been no adverse material change received and be satisfied with the results of all personal property, real property, pending litigation, judgment, bankruptcy, bulk sale, execution and other searches conducted by the Creditor and its counsel with respect to each Obligor in all jurisdictions selected by the business, operations, assets or ownership of the Borrower or any of its Subsidiaries since the date of the Term SheetCreditor; (di) each Obligor shall have irrevocably appointed and designated a person having and maintaining a place of business in the Province of British Columbia as the true and lawful attorney and duly authorized agent for acceptance of services of legal process of such Obligor; (j) the Lender will Creditor shall have received such other documents, information and deliveries as may be reasonably required by the approval of its Board of Directors and completed and, in its sole and absolute discretion, be satisfied with its due diligence review of the Borrower and its SubsidiariesCreditor; and (ek) the Lender will, in its sole and absolute discretion, be satisfied as Corporation shall have made required filings under Applicable Securities Law required to permit the creditworthiness issuance of the Borrower and its Subsidiaries Debenture and the adequacy allotment and issuance of the collateral security contemplated Units, Unit Shares, Warrants and Warrant Shares upon the terms and conditions set forth herein. If any of the foregoing conditions precedent are not satisfied or waived by the Lender in writing on or before January 26, 2007including without limitation, this Agreement will terminate, and the Lender will be under no further obligation to the Borrower in connection all required filings with the transaction contemplated hereinCSE.

Conditions Precedent to Advance. As conditions precedent to the Advance under of the Loan applicable portion of the Facility by the Lender: (a) the Borrower and NiMin, as applicable, will have: (i) executed and delivered or caused to be executed and delivered all of the promissory note Security documents and other items referred to in paragraph 7 above and the documents, securities and instruments referred to therein, and the Lender will have completed all registrations and other filings that may be prudent or necessary to perfect the Lender’s security therein; (ii) received approval from and provided the Lender with written evidence of the conditional acceptance of the Exchange for the transactions contemplated herein, including to (i) the issuance of the Interest Payment Shares in respect of interest payments due or coming due hereunder; andShares, and (ii) the transaction contemplated herein; (iii) delivered a certified copy of its and each relevant Subsidiarythe Borrower’s directors' ’ resolutions authorizing the borrowing of the LoanFacility, the grant of the Security Security, as applicable, and the execution and delivery of this Agreement and all agreements, documents and instruments referred to herein, together with an officer's ’s certificate, certifying certain factual matters. , in form and terms satisfactory to the Lender; (iv) delivered a certified copy of NiMin’s directors’ resolutions authorizing the guarantee of the Facility, the grant of the Security, as applicable, and the execution and deliver of all agreements, documents and instruments applicable thereto, together with an officer’s certificate, certifying certain factual matters, in form and terms satisfactory to the Lender; (v) caused to be executed and delivered legal opinions of counsel to the Borrower and NiMin, each in form and terms satisfactory to the Lender and its counsel; (vi) caused to be executed and delivered by all parties the intercreditor agreement; (b) the representations and warranties of the Borrower and NiMin contained in paragraph 8 paragraphs 9 and 10 will be true and correct in all material respects and the Borrower and NiMin will have complied with all covenants required to be complied with by it them under this Agreement and all other documents delivered hereunder, prior to the Initial Advance under the Loan by the Lender; (c) there shall have been no adverse material change in the business, operations, assets or ownership of the Borrower or any of its Subsidiaries NiMin since the date of the Term Sheet; (d) the Lender will have received the approval of its Board of Directors and completed and, in its sole and absolute discretion, be satisfied with its due diligence review of the Borrower and its SubsidiariesNiMin and any properties and assets, including without limitation in respect of all environmental and general compliance matters, and will be satisfied in respect of all matters relating to the ▇▇▇▇▇▇▇▇▇ PSA and the transactions related thereto, including without limitation in respect of the amount of the Borrower’s or NiMin’s contribution to the purchase price (which amount shall be no less than $5,000,000); (e) the Lender will have received the approval of the Lender’s board of directors; (f) the Lender will have made arrangements satisfactory to the Lender for the syndication of the Facility; (g) the Lender will be satisfied as to hedging arrangements made by the Borrower, provided that on or before December 31, 2009, Borrower shall hedge no less than 75% of the production guaranteed for the properties subject to the ▇▇▇▇▇▇▇▇▇ PSA and that Lender is satisfied with the resulting cash flow needed for said hedge arrangement; and (eh) the Lender will, in its sole and absolute discretion, be satisfied as to the creditworthiness of the Borrower and its Subsidiaries NiMin and the adequacy of the collateral security contemplated herein. If any of the foregoing conditions precedent are not satisfied or waived by the Lender in writing on or before January 26, 2007as of the date first above written, this Agreement will terminate, and the Lender will be under no further obligation to the Borrower in connection with the transaction contemplated hereinherein and the Borrower will forthwith pay to the Lender all fees and expenses (including legal fees) on a full indemnity basis.

Conditions Precedent to Advance. As The obligations of the Lender to fund the Loan is subject to the satisfaction or waiver on or before the Closing Date of the following conditions precedent (in form and substance satisfactory to the Advance under the Loan by the Lender:): (a) each of this Agreement, the Borrower will have: (i) Security Documents, the Intercreditor Agreement and all other Loan Documents shall have been executed and delivered or caused to be executed and delivered the promissory note referred to above ; (ii) received approval from the Exchange for the transactions contemplated herein, including the issuance of the Interest Payment Shares in respect of interest payments due or coming due hereunder; and (iii) delivered a certified copy of its and each relevant Subsidiary’s directors' resolutions authorizing the borrowing of the Loan, the grant of the Security and the execution and delivery of this Agreement and by all agreements, documents and instruments referred to herein, together with an officer's certificate, certifying certain factual matters. all in form and terms satisfactory to the Lender and its counselparties thereto; (b) the Lender shall have received certified copies of the Organizational Documents of each Obligor, the resolutions authorizing the execution, delivery and performance of each Obligor’s respective obligations under the Loan Documents and the transactions contemplated herein, and the incumbency of the officers of the Obligors; (c) copies of all shareholder agreements and partnership agreements, if any, applicable to each Obligor, certified by such Obligor to be true, shall have been delivered to the Lender’s satisfaction; (d) certificates of status or good standing, as applicable, for all relevant jurisdictions of each Obligor shall have been delivered to the Lender; (e) each Obligor shall be in compliance in all material respects with all (if any) Material Contracts and Material Licences to the satisfaction of the Lender and copies of all Material Contracts and Material Licences if any, applicable to each Obligor, certified by such Obligor to be true, shall have been delivered to the Lender; (f) evidence of repayment in full of all Debt that is not Permitted Debt owing by any Obligor to any third party lenders to such Obligor concurrent with the Advance shall have been delivered to the Lender; (g) evidence that all necessary or required consents or approvals of any Governmental Authority or other Person in connection with the completion of the GAA Transaction and the delivery of the Loan Documents have been obtained; (h) releases, discharges, estoppels and postponements with respect to all Liens which are not Permitted Liens, if any, shall have been delivered to the Lender; (i) payment of all amounts and fees payable to the Lender, including, without limitation, the Cash Fee payable pursuant to Section 4.6(a) and all reasonable fees of counsel to the Lender (including local counsel); (j) all filings, registrations and recordations shall have been made to perfect the Security in all relevant jurisdictions reasonably required by the Lender, including without limitation, under the UCC and the PPSA and the Security shall constitute, subject only to Permitted Liens, a first ranking charge over all of the Property of the Obligors and the Lender (or in the discretion of the Lender, the Collateral Agent, on the Lender’s behalf) shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto; (k) a currently dated letter of opinion of counsel to: (i) each of the CRH Obligors in respect of the Loan Documents; (ii) the [REDACTED] Vendors in respect of the GAA Asset Purchase Agreement; (iii) the [REDACTED] Vendors in respect of the GAA Equity Purchase Agreement; and (iv) the Borrower in respect of the Subscription Agreement. (l) the Borrower shall have delivered to the Lender certificates of insurance acceptable to the Lender showing, inter alia, the Lender, or the Collateral Agent in the Lender’s discretion, as a first loss payee as its interest may appear on all insurance policies that insure the assets to be secured by the Security. (m) no Default or Event of Default has occurred and is continuing on the Closing Date or would result from making the Advance and a senior officer of the Borrower shall have certified the same to the Lender; (n) all representations and warranties of made by the Borrower contained Obligors in paragraph 8 will be the Loan Documents are true and correct in all material respects respects; (o) no Material Adverse Effect has occurred; (p) evidence of concurrent completion of the GAA Transaction on terms and conditions consistent with the GAA Asset Purchase Agreement, the GAA Equity Purchase Agreement and the Borrower will have complied GAA Loans (with all covenants required any material deviations from the Purchase Agreement to be complied with subject to approval by it prior the Lender) shall have been provided to the Initial Advance under the Loan by the Lender; (cq) there a copy certified true and correct by an officer of the Borrower of the Senior Credit Agreement, the GAA Asset Purchase Agreement, the GAA Equity Purchase Agreement and the documents evidencing the GAA Loans shall have been no adverse material change delivered to the Lender; (r) a source and use of funds statement and an outline of the flow of funds from the Advance shall have been delivered to the Lender evidencing that the Advance will be used solely for the purpose provided for in Section 9.1(f); (s) evidence of equity financing being made in the businessBorrower in an aggregate amount of no less than US$5,000,000, operationsall on terms satisfactory to the Lender shall have been delivered to the Lender; (t) evidence that funds under the Senior Credit Agreement in an amount not exceeding US$30,000,000 have been concurrently advanced to the Borrower, assets all on terms satisfactory to the Lender; (u) an executed copy or ownership copies certified true and correct by an officer of the Borrower or any of its Subsidiaries since the date of the Term SheetSenior Credit Agreement shall have been delivered to the Lender; (dv) the Subscription Agreement shall have been executed and delivered by all parties thereto, and the TSX shall have accepted the issuance of the Common Shares on the terms and conditions of the Subscription Agreement, and the TSX shall have conditionally approved the listing of the Common Shares pursuant to the applicable by-laws, rules or regulations of the TSX, as the case may be, subject only to the filing of standard documents and notice of issuance thereunder; (w) the Lender will shall have received such additional evidence, documents or undertakings as the approval of its Board of Directors and completed and, in its sole and absolute discretion, be satisfied with its due diligence review Lender shall reasonably request to establish the consummation of the Borrower transactions contemplated hereby and its Subsidiariesbe satisfied, acting reasonably, as to the taking of all proceedings in connection herewith in compliance with the conditions set forth in this Agreement; and (ex) the Lender willshall have completed all due diligence which it considers necessary or appropriate in its discretion in regard to each Obligor and its Property, books and records, operations, prospects and condition (financial or otherwise), including, without limitation, in its sole regards to past and absolute discretionongoing compliance with Applicable Laws (including Environmental Laws), be satisfied as to the creditworthiness of the Borrower union and its Subsidiaries labour relations and the adequacy of the collateral security contemplated herein. If any of the foregoing conditions precedent are not satisfied or waived by the Lender in writing on or before January 26, 2007, this Agreement will terminate, and the Lender will be under no further obligation to the Borrower in connection with the transaction contemplated hereinpension matters.

Conditions Precedent to Advance. As The obligation of each Lender to make its Advance is subject to satisfaction or waiver by such Lender of the following conditions precedent to the Advance under the Loan by the Lenderprecedent: (a) Administrative Agent and each Lender shall have received each of the Borrower will havefollowing documents, duly executed, each dated as of the Closing Date (except in the case of lien searches, which shall be dated on or prior to the Closing Date), in each case, in form and substance reasonably satisfactory to Administrative Agent and each Lender: (i) duly executed and delivered or caused to be executed and delivered counterparts of the promissory note referred to above Initial Margin Loan Documentation; (ii) received approval from a certificate of Borrower, dated the Exchange for Closing Date and executed by a Responsible Officer of Borrower, which shall (A) certify the transactions contemplated hereinauthorizations of its Board of Directors, including members or other body authorizing the issuance execution, delivery and performance of the Interest Payment Shares Initial Margin Loan Documentation to which it is a party and the Transactions to be consummated by it on such date, (B) identify by name and title and bear the signatures of the Responsible Officers and any other officers of Borrower authorized to sign the Margin Loan Documentation, and (C) contain attachments limited to: (x) the Organization Documents of Borrower certified by the relevant authority of the jurisdiction of organization of Borrower, and (y) if applicable, a long form good standing certificate for Borrower from its jurisdiction of organization; (iii) a certificate of a Responsible Officer of Borrower in respect the form of interest payments due Exhibit A hereto; (iv) a solvency certificate from a Responsible Officer of Borrower; (v) a favorable opinion of counsel to Borrower and Sponsors, addressed to Administrative Agent and Lenders, in form and substance reasonably satisfactory to Administrative Agent and each Lender; (vi) the results of a recent lien search in each of the jurisdictions where assets of Borrower are located, and such search shall reveal no liens on any of the assets of Borrower except for Permitted Liens; (vii) proper financing statements (Form UCC-1 or coming due hereunderthe equivalent) for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the Security Agreement; (viii) the IRS Form described in Section 2.11(h)(i); (ix) evidence that Borrower has duly appointed an “Independent Director” (as defined in Borrower’s Organization Documents); (x) a FRB Form U-1 shall have been delivered to Administrative Agent and each Lender, completed to satisfaction of each Lender and duly executed by Borrower; and (iiixi) delivered if Borrower qualifies as a certified copy of its and “legal entity customer” under the Beneficial Ownership Regulation it shall deliver to each relevant Subsidiary’s directors' resolutions authorizing the borrowing of the Loan, the grant of the Security and the execution and delivery of this Agreement and all agreements, documents and instruments referred Lender a Beneficial Ownership Certification in relation to herein, together with an officer's certificate, certifying certain factual matters. all in form and terms satisfactory to the Lender and its counsel;Borrower. (b) The Collateral Accounts for the Lenders making the Commitments shall have been established, and the Shares constituting Acceptable Collateral, consisting of 16,694,265 Shares, shall have been pledged under the Security Agreement executed by Borrower in favor of each Applicable Lender on a Pro Rata Basis free from all Transfer Restrictions and Restrictive Conditions (other than Permitted Transfer Restrictions and Permitted Restrictive Conditions) and transferred to the Custodian by book-entry transfer through DTC, as depositary, and credited to the Collateral Accounts. (c) All documented fees and expenses required to be paid under the Margin Loan Documentation on or before the Closing Date and counsel fees invoiced prior to the Closing Date, shall have been paid. (d) Each of the representations and warranties of the Borrower contained in paragraph 8 will Article 3 or in any other Margin Loan Documentation shall be true and correct in all material respects (unless any such representation or warranty is qualified as to materiality, in which case it shall be true and the Borrower will have complied with correct in all covenants required to be complied with by it prior to the Initial Advance under the Loan by the Lender; (crespects) there shall have been no adverse material change in the business, operations, assets or ownership on and as of the Borrower or any of its Subsidiaries since the date of the Term SheetAdvances, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (unless any such representation or warranty is qualified as to materiality, in which case it shall be true and correct in all respects); (de) Since Borrower’s inception, no event or condition has resulted in, or could be reasonably expected to cause, either individually or in the aggregate, a Material Adverse Effect; (f) Borrower shall have delivered a Borrowing Notice to Administrative Agent and each Lender will have received in accordance with the approval of its Board of Directors and completed and, in its sole and absolute discretion, be satisfied with its due diligence review requirements hereof; (g) Immediately after giving effect to each of the Borrower Advances, the LTV Ratio (determined at the time such Advances are made) shall not exceed the Initial LTV Ratio; (h) No Collateral Shortfall shall exist or will exist after giving effect to each Advance and its Subsidiariesto the application of the proceeds therefrom; (i) No Default, Event of Default, Adjustment Determination Period or Mandatory Prepayment Event shall have occurred and be continuing, or would result from such Advances or from the application of the proceeds therefrom; (j) All types and amounts of Collateral shall be held on a Pro Rata Basis; (k) The Closing Date shall have occurred no later than August 6, 2020; and (el) the Each Lender willshall have completed its customary know-your-customer and client on-boarding process with respect to Borrower, in its sole each case to such Lender’s satisfaction. Any delivery by Borrower of a Borrowing Notice shall be deemed to constitute a representation and absolute discretion, be satisfied as warranty by Borrower that the conditions to making the creditworthiness of the Borrower and its Subsidiaries and the adequacy of the collateral security contemplated herein. If any of the foregoing conditions precedent are not satisfied or waived by the Lender in writing on or before January 26, 2007, this Agreement will terminate, and the Lender will be under no further obligation to the Borrower in connection with the transaction contemplated hereinAdvances have been satisfied.