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-24- <br />Conditions Precedent <br />63. The implementation of the Plan is conditional upon the satisfaction or waiver (to <br />the extent permitted) of certain conditions prior to or at the Effective Time. Set out below are <br />some of the more material conditions precedent: <br />(a) all definitive agreements in respect of the Recapitalization and the new (or <br />amended) Articles, by -laws and other constating documents, and all definitive <br />legal documentation in connection with all of the foregoing shall be in a form <br />satisfactory to the Applicants and Marret (on behalf of the Secured Noteholders); <br />(b) the New Credit Agreement governing the New Secured Debt, together with all <br />guarantees and security agreements contemplated thereunder, shall have been <br />entered into and become effective, subject only to the implementation of the Plan, <br />and all required filings related to the security as contemplated in the security <br />agreements shall have been made; <br />(c) the terms of the New Cline Common Shares and the New Credit Agreement shall <br />be satisfactory to the Applicants and Marret (on behalf of the Secured <br />Noteholders); <br />(d) the Plan shall have been approved by the Required Majorities (as defined below) <br />of each Voting Class; <br />(e) all Orders made and judgments rendered by any competent court of law, and all <br />rulings and decrees of any competent regulatory body, agent or official in relation <br />to the CCAA Proceeding, the Chapter 15 Proceeding, the Recapitalization or the <br />Plan shall be satisfactory to the Applicants; <br />