Ontario · CCAA

The purpose of this Fifty-Second Report of the Monitor (the "Fifty-Second Report") is to provide this Honourable Court with information regarding the Applicants' motion seeking: • approval of an asset sale agreement dated August 26, 2010 (the "PSP Agreement"), amongst NNC, NNL and NNI (the "Main Sellers") and certain of their affiliates (the "Other Sellers" and, with the Main Sellers, the "Sellers"), and PSP Holding LLC ("PSP" or the "Purchaser") in respect of the sale of substantially all of the assets of Nortel's Multi-Service Switch business (the "MSS Business") as a "stalking horse" agreement; • approval of the terms and conditions of the Seller Break-up Fee and Seller Expense Reimbursement (each as defined below); • approval of the Side Agreement (as defined below); • approval of the Bidding Procedures (as defined below); • a sealing order in respect of the exhibits and the Sellers Disclosure Schedule to the PSP Agreement and the non-redacted Side Agreement for the reasons set out below; and to provide the Monitor's support in respect thereof

Court officer report · 30 August 2010