Corus Entertainment Inc. — Capital/Financing Update 2021

Jun 3, 2021

Conformed Version

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT between

CORUS ENTERTAINMENT INC.

and

THE LENDERS LISTED HEREIN

and

RBC CAPITAL MARKETS and TD SECURITIES as Co-Lead Arrangers and Joint Bookrunners

and

ROYAL BANK OF CANADA as Administration Agent

and

BANK OF MONTREAL, CANADIAN IMPERIAL BANK OF COMMERCE, NATIONAL BANK OF CANADA and

THE BANK OF NOVA SCOTIA as Co-Syndication Agents

May 31, 2021

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TABLE OF CONTENTS

Page

ARTICLE 1 DEFINED TERMS ............................................................................................................... 1 Defined Terms ............................................................................................................................. 1 Headings and Schedules ............................................................................................................ 30 Number ...................................................................................................................................... 30 Accounting Principles ............................................................................................................... 30 Permitted Encumbrances ........................................................................................................... 30 Currency .................................................................................................................................... 30 Extended Meanings ................................................................................................................... 31 Interest Calculations and Payments ........................................................................................... 31 Schedules ................................................................................................................................... 31 Amendment and Restatement .................................................................................................... 31 ARTICLE 2 THE CREDIT FACILITIES ............................................................................................. 32 Credit Facilities ......................................................................................................................... 32 Swingline Facility ...................................................................................................................... 32 Increase in Commitments .......................................................................................................... 34 Purposes of Credit Facilities ...................................................................................................... 35 Manner of Borrowing ................................................................................................................ 35 Nature of Credit Facilities ......................................................................................................... 36 Existing Letters of Credit .......................................................................................................... 36 ARTICLE 3 REDUCTION AND REPAYMENT OF CREDIT ........................................................... 36 Termination and Reduction of Commitments ........................................................................... 36 Repayment of Credit Facilities .................................................................................................. 36 Excess Over Revolving Facility ................................................................................................ 36 Voluntary Reduction of Commitments ..................................................................................... 37 Mandatory Prepayments and Reductions .................................................................................. 38 ARTICLE 4 INTEREST RATES, FEES AND PAYMENTS ............................................................... 39 Interest Rates, Bankers’ Acceptance Fees and Letter of Credit Fees ........................................ 39 Standby Fees .............................................................................................................................. 40 Fees ............................................................................................................................................ 40 Netting of Payments .................................................................................................................. 40 Place of Payment of Principal, Interest and Fees ...................................................................... 40 Maximum Rate of Interest ......................................................................................................... 41 ARTICLE 5 CONDITIONS ..................................................................................................................... 41 Conditions Precedent to Effectiveness of this Agreement ........................................................ 41 Conditions Precedent to all Advances ....................................................................................... 44 Waiver ....................................................................................................................................... 44

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ARTICLE 6 ADVANCES ........................................................................................................................ 45

Prime Rate, U.S. Base Rate and LIBOR Advances ................................................................... 45 Evidence of Indebtedness .......................................................................................................... 46 Notice of Advances and Rollovers ............................................................................................ 46 Co-ordination of Prime Rate, U.S. Base Rate and LIBOR Advances ....................................... 46 Power of Attorney Regarding Bankers’ Acceptances ............................................................... 47 Size and Maturity of Bankers’ Acceptances and Rollovers ...................................................... 47 Co-ordination of BA Advances ................................................................................................. 47 Prohibited Use of Bankers’ Acceptances and BA Equivalent Loans ........................................ 49 Payment of Bankers’ Acceptances and BA Equivalent Loans .................................................. 49 Deemed Advance – Bankers’ Acceptances ............................................................................... 49 Waiver - Bankers’ Acceptances ................................................................................................ 49 Degree of Care – Bankers’ Acceptances ................................................................................... 49 Indemnity – Bankers’ Acceptances ........................................................................................... 49 Obligations Absolute – Bankers’ Acceptances ......................................................................... 50 Market Disruption for Bankers’ Acceptances and Prime Rate Advances ................................. 50 LIBOR Periods .......................................................................................................................... 51 Termination of LIBOR Advances ............................................................................................. 51 Letters of Credit ......................................................................................................................... 52 Rollovers and Conversions Not Repayment .............................................................................. 55 Special Provisions Regarding Prime Rate Advances, Bankers’ Acceptances and BA Equivalent Loans ......................................................................................................................................... 55 Special Provisions Regarding LIBOR Advances ...................................................................... 56 ARTICLE 7 REPRESENTATIONS AND WARRANTIES ................................................................. 64 Representations and Warranties ................................................................................................ 64 Survival of Representations and Warranties ............................................................................. 68 ARTICLE 8 COVENANTS ..................................................................................................................... 68 Positive Covenants .................................................................................................................... 68 Financial Covenants .................................................................................................................. 71 Reporting Requirements ............................................................................................................ 71 Negative Covenants ................................................................................................................... 72 Lenders’ Obligations re Hedge Obligations .............................................................................. 76 ARTICLE 9 SECURITY .......................................................................................................................... 76 Security ...................................................................................................................................... 76 New Secured Subsidiaries and Securities Pledges .................................................................... 78 Registration ............................................................................................................................... 79 After Acquired Property and Further Assurances ..................................................................... 79 Application of Proceeds of Security .......................................................................................... 79 Release of Security .................................................................................................................... 79 Non-Disturbance Agreements for Permitted Licensing Dispositions........................................ 80 Grant of Security in Quebec ...................................................................................................... 80

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ARTICLE 10 DEFAULT ......................................................................................................................... 80

Events of Default ....................................................................................................................... 80 Acceleration and Termination of Rights ................................................................................... 83 Payment of Bankers’ Acceptances and Letters of Credit .......................................................... 83 Remedies Cumulative and Waivers ........................................................................................... 83 Termination of Lenders’ Obligations ........................................................................................ 84 Saving ........................................................................................................................................ 84 Perform Obligations .................................................................................................................. 84 Third Parties .............................................................................................................................. 84 Set-Off or Compensation ........................................................................................................... 84 Realization of Security .............................................................................................................. 85 Application of Payments ........................................................................................................... 85 ARTICLE 11 TAXES, COSTS, EXPENSES AND INDEMNIFICATION ......................................... 85 Costs and Expenses ................................................................................................................... 85 Indemnification by the Borrower .............................................................................................. 86 Specific Environmental Indemnification ................................................................................... 86 Reimbursement by Lenders ....................................................................................................... 87 Waiver of Consequential Damages ........................................................................................... 87 Taxes. ........................................................................................................................................ 87 Mitigation Obligations; Replacement of Lenders. .................................................................... 90 ARTICLE 12 THE AGENT AND THE LENDERS .............................................................................. 92 Authorization of Agent and Relationship .................................................................................. 92 Disclaimer of Agent .................................................................................................................. 92 Failure of Lender to Fund .......................................................................................................... 92 Payments by the Borrower ........................................................................................................ 93 Payments by Agent .................................................................................................................... 94 Direct Payments......................................................................................................................... 95 Administration of the Credit Facilities ...................................................................................... 96 Rights of Agent ......................................................................................................................... 98 Acknowledgements, Representations and Covenants of Lenders ............................................. 99 Collective Action of the Lenders ............................................................................................. 100 Successor Agent ...................................................................................................................... 100 Acknowledgement and Consent to Bail-In of EEA Financial Institutions .............................. 101 Acknowledgement Regarding Any Supported QFCs .............................................................. 101 Certain Payments ..................................................................................................................... 102 Provisions Operative Between Lenders and Agent Only ........................................................ 103 ARTICLE 13 CHANGE OF CIRCUMSTANCES .............................................................................. 103 Increased Costs Generally. ...................................................................................................... 103 Interest on Unpaid Costs and Expenses ................................................................................... 105 Prepayment of Proportionate Share ......................................................................................... 105 Illegality ................................................................................................................................... 105

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ARTICLE 14 SUCCESSORS AND ASSIGNS AND ADDITIONAL LENDERS ............................ 105

Successors and Assigns ........................................................................................................... 105 Assignments ............................................................................................................................ 106 Participations ........................................................................................................................... 107 Non-Consenting Lenders ......................................................................................................... 108 ARTICLE 15 GENERAL ....................................................................................................................... 109

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Exchange and Confidentiality of Information ......................................................................... 109 Nature of Obligations under this Agreement ........................................................................... 110 Notice ...................................................................................................................................... 110 Governing Law; Jurisdiction ................................................................................................... 110 Submission to Jurisdiction ....................................................................................................... 111 WAIVER OF JURY TRIAL ................................................................................................... 111 Judgment Currency .................................................................................................................. 111 Benefit of the Agreement ........................................................................................................ 112 Severability .............................................................................................................................. 112 Further Assurances .................................................................................................................. 112 Time of the Essence................................................................................................................. 112 Counterparts; Electronic Execution; Electronic Imaging ........................................................ 112 Amendment, Supplement or Waiver ....................................................................................... 113 This Agreement to Govern ...................................................................................................... 113 Anti-Money Laundering Laws and Privacy Legislation ......................................................... 113

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FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIFTH AMENDED AND RESTATED CREDIT AGREEMENT is made as of the 31st day of May, 2021,

BETWEEN:

CORUS ENTERTAINMENT INC. , a corporation incorporated under the laws of Canada (hereinafter referred to as the “ Borrower ”)

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THE LENDERS from time to time party to this Agreement and designated as Lenders on the signatures pages hereto, together with such other lenders as become parties hereto pursuant to Section 14.2 hereof in their respective capacities as lenders (hereinafter sometimes individually referred to as a “ Lender ” and sometimes collectively referred to as the “ Lenders ”)

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ROYAL BANK OF CANADA , in its capacity as administration agent (the “ Agent ”)

WHEREAS the Borrower, the lenders party thereto and the Agent, among others, entered into a fourth amended and restated credit agreement dated as of April 1, 2016, as amended by the First Amendment to Fourth Amended and Restated Credit Agreement dated as of November 30, 2017 and the Second Amendment to Fourth Amended and Restated Credit Agreement dated as of May 31, 2019 (the “ Existing Credit Agreement ”);

AND WHEREAS the parties to the Existing Credit Agreement have determined to amend and restate the Existing Credit Agreement;

AND WHEREAS the parties hereto wish to set out all of the amendments to the Existing Credit Agreement made to the date hereof that remain applicable, together with the amendments to be made on the date hereof in a restated agreement;

NOW THEREFORE , in consideration of the premises and the mutual covenants herein contained, the parties to this Agreement hereby agree as follows:

ARTICLE 1

DEFINED TERMS

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Defined Terms

In this Agreement, unless something in the subject matter or context is inconsistent therewith:

“ 1992 ISDA Master Agreement ” means the 1992 ISDA Master Agreement (Multi-Currency - Cross Border) as published by the International Swaps and Derivatives Association, Inc., as amended or replaced from time to time.

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“ 2002 ISDA Master Agreement ” means the 2002 ISDA Master Agreement as published by the International Swaps and Derivatives Association, Inc., as amended or replaced from time to time.

“ 2021 Notes ” means the senior unsecured notes of the Borrower in an aggregate principal amount of $500,000,000 at 5% due May 11, 2028, issued pursuant to an offering memorandum dated as of April 23, 2021.

“ Accounts Receivable Securitization Program ” means a series of related sales, assignments, transfers or other dispositions of Receivables assets made by or on behalf of any Restricted Party in the course of an accounts receivable securitization program, as such program may be amended, supplemented, restated or otherwise replaced from time to time.

“ Acquisition ” means the acquisition by a Person, by purchase or otherwise, in whole or in part, of any Property (including by way of an acquisition of shares or other ownership interests), constituting all or part of a business from any Person.

“ Acquisition/Disposition Accounting Information ” means, in respect of (i) an Acquisition or (ii) a Disposition of a Person or operating assets comprising a business or division of a Person, relevant historical and background financial information with respect thereto, in sufficient detail to permit for the calculation of the Cash Flow and Interest Expense attributable to such Acquisition or Disposition, and, in addition, in respect of any such Acquisition or Disposition where the Cash Flow acquired represents 15% or more of the Cash Flow of the Borrower for the twelve months prior to such Acquisition or Disposition, the Acquisition/Disposition Accounting Information will be accompanied by a certificate to such effect provided by the Borrower.

“ Additional Requested Revolving Commitments ” has the meaning set out in Section 2.3.1.

“ Advance ” means a borrowing by the Borrower by way of a Prime Rate Advance, a U.S. Base Rate Advance, a LIBOR Advance, acceptance of a Bankers’ Acceptance, a BA Equivalent Loan, or the issuance or renewal of a Letter of Credit, including deemed Advances and Rollovers of existing Advances, and any reference relating to the amount of Advances shall mean the sum of the principal amount of all outstanding Prime Rate Advances, U.S. Base Rate Advances and LIBOR Advances, plus the face amount of all outstanding Bankers’ Acceptances and Notional Bankers’ Acceptances and the face amount of all outstanding Letters of Credit.

“ Advance Notice ” has the meaning set out in Section 6.3.

“ Affected Financial Institution ” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“ Affected Lender ” has the meaning set out in Section 6.15.2.

“ Affiliate ” has the meaning set out in the Canada Business Corporations Act as in effect on the date

hereof.

“ Agency Fee Letter ” means the agreement between the Borrower and the Agent dated as of May 31, 2021, as may be amended, supplemented, restated or replaced from time to time, concerning fees payable by the Borrower to the Agent in connection with the Credit Facilities.

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“ Agent ” means Royal Bank of Canada in its capacities as administration agent for the Lenders hereunder and as agent for Hedge Providers with respect to the Security and includes any Successor Agent appointed pursuant to Section 12.11.

“ Aggregate Mark to Market Exposure Amount ” means, at any time, the sum of the Positive Mark to Market Amounts in respect of all outstanding Hedge Agreements between the Borrower or a Secured Subsidiary and all Hedge Providers.

“ Aggregate Outstandings ” has the meaning set out in Section 3.3.

“ Agreement ”, “ hereof ”, “ herein ”, “ hereto ”, “ hereunder ” or similar expressions mean this Agreement, its recitals and any Schedules hereto, as amended, supplemented, restated and replaced from time to time.

“ AML Laws ” means laws relating to terrorist financing, money laundering, government sanction and “know your client” matters, including the Criminal Code (Canada) and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and United States Executive Order No. 13224 on Terrorist Financing , effective September 24, 2001, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 , and any regulations, guidelines or orders thereunder, and corresponding laws of jurisdictions in which the Restricted Parties operate or in which the proceeds of an Advance under the Credit Facility will be used or from which repayments of the Obligations will be derived.

“ Anti-Corruption Laws ” means the U.S. Foreign Corrupt Practices Act of 1977 , the UK Bribery Act 2010 , the Corruption of Foreign Public Officials Act (Canada), the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law) (Canada) and similar laws of jurisdictions in which the Restricted Parties may operate.

“ Applicable Law ” means (a) any domestic or foreign statute, law (including common and civil law), treaty, code, ordinance, rule, regulation, restriction or by law (zoning or otherwise); (b) any judgment, order, writ, injunction, decision, ruling, decree or award; (c) any regulatory policy, practice, guideline or directive; or (d) any franchise, licence, qualification, authorization, consent, exemption, waiver, right, permit or other approval of any Governmental Authority, binding on or affecting the Person referred to in the context in which the term is used or binding on or affecting the property of such Person, in each case whether or not having the force of law.

“ Applicable Margin ” means, with respect to any Advance under a Credit Facility, the percentage rate per annum in the case of Advances other than LIBOR Advances, or a rate for a period of 360 days in the case of LIBOR Advances, for such Credit Facility, determined with reference to the Total Debt to Cash Flow Ratio at the applicable time in accordance with the table set out in Schedule A.

“ Applicable Payment ” has the meaning set out in Section 12.14.1.

“ Application ” means an application for the issuance of a Letter of Credit in the standard form of the applicable Issuing Lender or such other form as may be approved by such Issuing Lender.

“ Assignment and Assumption Agreement ” means an agreement in the form of Schedule O.

“ BA Discount Proceeds ” means, in respect of any Bankers’ Acceptance, an amount calculated on the applicable Drawdown Date that is the result obtained by dividing (rounded to the nearest full cent, with one-half of one cent being rounded up) the face amount of such Bankers’ Acceptance by the sum of one plus the product of (i) the BA Discount Rate applicable thereto expressed as a decimal and (ii) a fraction,

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the numerator of which is the number of days from and including the date of acceptance of such Bankers’ Acceptance up to but excluding the maturity date thereof and the denominator of which is 365, which product will be rounded to the nearest multiple of 0.0001.

“ BA Discount Rate ” means (a) prior to a Marketing Election being made by the Borrower, either (i) with respect to any Bankers’ Acceptance accepted by a Schedule I BA Lender, CDOR on the applicable Drawdown Date, and (ii) with respect to any Bankers’ Acceptance accepted by a Non-Schedule I BA Lender or with respect to Notional Bankers’ Acceptances, the rate determined pursuant to (i) above plus 0.1% per annum; or (b) from and after a Marketing Election by the Borrower, (i) for each BA Lender the discount rate at which the Borrower sells the Bankers’ Acceptances of such BA Lender on the applicable Drawdown Date, and (ii) for Notional Bankers’ Acceptances, the BA Discount Rate determined by the Agent in the manner set forth in (a)(ii) above.

“ BA Equivalent Loan ” has the meaning set out in Section 6.7.2.

“ BA Lender ” means any Lender that is a bank chartered under the Bank Act (Canada) and that has not notified the Agent in writing that it is unwilling or unable to accept Bankers’ Acceptances as provided for herein.

“ BA Rate ” means the applicable percentage rate per annum indicated below the reference to “BA Rate” in the table set out in Schedule A.

“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“ Bail-In Legislation ” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“ Bankers’ Acceptance ” means a depository bill, as defined in the Depository Bills and Notes Act (Canada), in Canadian Dollars that is in the form of a draft signed on behalf of the Borrower and accepted by a BA Lender or, for BA Lenders not participating in clearing services as contemplated in that Act, a draft or other bill of exchange in Canadian Dollars that is signed on behalf of the Borrower and accepted by a BA Lender.

“ Bankers’ Acceptance Fee ” means the amount calculated by multiplying the face amount of a Bankers’ Acceptance or Notional Bankers’ Acceptance by the BA Rate (expressed as a decimal to the nearest multiple of 0.0001), and then multiplying the result by a fraction, the numerator of which is the number of days from and including the date of acceptance of such Bankers’ Acceptance by the Lender up to but excluding the maturity date of such Bankers’ Acceptance, and the denominator of which is the number of days in the calendar year in question.

“ Basel III ” means the guidelines in respect of capital requirements, leverage ratios and liquidity standards and other standards published by the Basel Committee on Banking Supervision from time to time, as amended, supplemented or restated from time to time, including, without limitation, those contained in “Basel III: A global regulatory framework for more resilient banks and banking system”, “Basel III:

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International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer”, each as amended, supplemented or restated from time to time.

“ Borrower ” means Corus Entertainment Inc., a corporation incorporated under the Canada Business Corporations Act .

“ Borrower’s Counsel ” means Dentons Canada LLP or any other firm of solicitors, selected by the Borrower, licensed to practice law in Canada and acceptable to the Agent, acting reasonably.

“ Branch of Account ” means Royal Bank of Canada, 4th Floor, 20 King Street West, Toronto, Ontario M5H 1C4, or such other branch of the Agent as the Agent may from time to time designate by notice in writing to the Borrower.

“ Business Day ” means a day of the year, other than Saturday or Sunday, on which the Agent is open for business at its executive offices in Toronto, Ontario, at the Branch of Account, and in respect of U.S. Dollar denominated Advances, at its principal office in New York, New York, and, in respect of LIBOR Advances, at its principal office in London, England.

“ Canadian Dollars ”, “ Cdn. Dollars ”, “ Cdn. $ ” and “ $ ” mean lawful money of Canada.

“ Capital Expenditure ” means, at any time, any expenditure made by any Person for the purchase, acquisition, development, redevelopment, expansion, repair and/or replacement of capital assets (other than current assets), including any capital expenditure related to a Right of Use Asset.

“ Cash Equivalents ” means (i) securities issued or fully guaranteed by the governments of Canada or the United States or any agency or instrumentality thereof, (ii) securities issued or fully guaranteed by any province or territory of Canada or by any state of the United States or the District of Columbia, and (iii) term deposits, certificates of deposit or bankers’ acceptances of any Lender, or any bank that is not a Lender but is referred to in either Schedule I, II or III of the Bank Act (Canada) the short-term debt or deposits of which have been rated at least A-1 or the equivalent thereof by S&P or at least P1 or the equivalent thereof by Moody’s or which have been rated at least R1 (mid) or the equivalent thereof by DBRS Limited, in each case provided for in clauses (i), (ii) and (iii) above, maturing within 365 days after the date of acquisition.

“ Cash Flow ” means, for any period (in this definition, the “ Applicable Period ”), in respect of any Person, (in this definition, the “ Subject Entity ”) determined on an unconsolidated basis (other than in respect of the Borrower for which the calculation thereof shall be determined, unless otherwise indicated herein, on a consolidated basis), without duplication, the aggregate of Net Income of such Subject Entity for the Applicable Period, plus, (a) to the extent not otherwise included in the calculation of Net Income of the Subject entity, cash Distributions received by the Subject Entity from a Person; and (b) to the extent deducted in calculating such Net Income:

• (i) Interest Expense,

• (ii) depreciation,

• (iii) amortization (other than amortization of Programming and broadcast rights),

• (iv) stock-based compensation expense relating to stock options or similar non-cash expenses,

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• (v) income taxes (whether or not deferred), and any unusual or non-recurring items (including but not limited to loss on sale of investments, restructuring charges, realized or unrealized Hedge Transaction losses, asset write-downs, goodwill and intangible impairment loss, foreign exchange losses and losses on the repurchase or redemption of any securities), and

• (vi) the net loss of a Person if the Subject Entity accounts for its interest in such Person by the equity method of accounting;

and less, to the extent included in calculating such Net Income:

• (vii) income tax recovery (whether or not deferred), and any unusual or other nonrecurring items (including but not limited to gain on sale of investments, realized or unrealized Hedge Transaction gains, asset write-ups, foreign exchange gains and gains on the repurchase or redemption of any securities), and

• (viii) the earnings of a Person if the Subject Entity accounts for its interest in such Person by the equity method of accounting,

and for purposes of this definition and the determination of Cash Flow attributable to a Subsidiary of the Borrower, means, for any period, the portion of the Net Income determined in accordance with GAAP of such Subsidiary, for such period (adjusted in the same manner as Net Income is adjusted as aforesaid in this definition);

and provided that in determining the amount of Cash Flow of the Borrower for the purposes hereof, (i) Cash Flow attributable to Excluded Subsidiaries will not be included and (ii) the aggregate of Cash Flow attributable to Persons other than the Borrower (on an unconsolidated basis) and the Secured Subsidiaries for the four Fiscal Quarters immediately preceding the time of determination, after inclusion in Cash Flow of the Borrower, cannot exceed 25% of Cash Flow of the Borrower for the same four Fiscal Quarters;

and provided further, that for purposes of this definition, where (i) an Acquisition or (ii) a disposition of a Person or operating assets comprising a business or division of a Person, is made at any time during the Applicable Period, as the case may be, the financial results (based upon the Acquisition/Disposition Accounting Information provided pursuant to Section 8.1.14) of such Person or operating assets comprising a business or division shall be included or excluded, as applicable, in the calculation of Net Income as if such Acquisition or disposition had occurred on the first day of the Applicable Period for the purposes of calculating Net Income for such period.

“ Cash Flow to Interest Expense Ratio ” means, at any time, the ratio calculated by dividing (a) Cash Flow of the Borrower for the four immediately preceding completed Fiscal Quarters, by (b) Interest Expense of the Borrower for the four immediately preceding completed Fiscal Quarters.

“ CDOR ” means, for any day and relative to Bankers’ Acceptances or Notional Bankers’ Acceptances, the greater of (i) the stated average of the annual rates that appears on the CDOR page of Refinitiv Benchmark Services (UK) Limited (or any successor source from time to time) (the “ CDOR Page ”) with respect to banks named in Schedule I to the Bank Act (Canada) at or about 10:15 a.m. (Toronto time) on such day (or, if such day is not a Business Day, at or about 10:15 a.m. on the next preceding Business Day) for bankers acceptances issued on that day for a term equal or comparable to the term of such Bankers’ Acceptances or Notional Bankers’ Acceptances, provided that if such rate does not appear on such the CDOR Page at such time on such day, CDOR for such day will be the annual discount rate

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(rounded upward to the nearest whole multiple of 1/100,000 of 1% with 5/1,000,000 of 1% being rounded up) as of 10:15 a.m. on such day at which the Agent is then offering to purchase bankers’ acceptances accepted by it having a comparable aggregate face amount and identical maturity date to the aggregate face amount and a term equal or comparable to the term of such Bankers’ Acceptances or Notional Bankers’ Acceptances, as the case may be, and (ii) 0.00% per annum.

“ CDOR Scheduled Unavailability Date ” has the meaning set out in Section 6.20.1(a)(iii).

“ CDOR Successor Rate ” has the meaning set out in Section 6.20.1(a).

“ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority), the Superintendent of Financial Institutions (Canada) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, implemented or issued.

“Code” means the Internal Revenue Code of 1986 of the United States of America.

“ Commitment ” means, in respect of each Lender from time to time, the maximum amount of Advances which the Lender has covenanted to make available to the Borrower, as set out on Schedule B-1 (which shall be amended and distributed to all parties by the Agent from time to time as other Persons become Lenders), or the commitments of current or future Lenders are hereafter assigned, modified, cancelled, reduced, increased or otherwise changed pursuant to the terms of this Agreement.

“ Compliance Certificate ” means the certificate required pursuant to Section 8.3.3, a form of which is attached as Schedule C.

“ Computer Equipment ” means all computers, Software or other equipment that includes computing technology or embedded logic such as microchips and sensors whether owned or leased that is used to process date/time data.

“ Constating Documents ” means, with respect to a corporation, its articles of incorporation, amalgamation or continuance or other similar document and its by-laws, all as amended from time to time and, with respect to any partnership means the partnership agreement applicable thereto.

“ Contaminant ” has the meaning given thereto in the Environmental Protection Act (Ontario) or comparable legislation in other applicable provinces from time to time.

“ Contracts ” means agreements, franchises, leases, easements, servitudes, privileges and other rights (other than Permits) acquired from Persons, as the same may be amended, supplemented, restated or replaced from time to time and when used in relation to a Person, such term shall mean and refer to the Contracts to which such Person is a party or by which it is bound or may hereafter become a party or be bound and “ Contract ” means any one thereof.

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“ Contributing Lender ” has the meaning set out in Section 12.3.2.

“ Control ” in respect of a corporation has the meaning given thereto in the Canada Business Corporations Act and in respect of any other Person means ownership of voting interests in such Person which are sufficient, if exercised, to determine the management or strategic direction of such Person and “ Controlled ” and “ Controlling ” have corresponding meanings.

“ Control Person ” means, at any time, any Person that has Control over the Borrower.

“ Conversion ” means a conversion of an Advance pursuant to Sections 6.17.1(e) and 6.17.2.

“ Core Business ” means the broadcast media business, including, without limitation, the business of television and radio broadcasting, pay television, specialty services, production, distribution and Programming including, without limitation, all products and services in respect thereof, and all internet services, digital audio services, media advertising and pay-per-view and any ancillary businesses relating to any of the foregoing (including merchandising).

“ Credit Documents ” means this Agreement, the Security, any Interlender Agreements, any Hedge Agreements and any ISDA Master Agreements governing such Hedge Agreements, and all certificates and other documents delivered or to be delivered to the Agent or the Lenders pursuant hereto or thereto and including any documents in relation to cash management products or arrangements provided by any Lender to a Restricted Party and, when used in relation to any Person, the term “ Credit Documents ” shall mean and refer to the Credit Documents to which such Person is a party or by which it is bound from time to time and “ Credit Document ” means any one thereof.

“ Credit Excess Amount ” has the meaning set out in Section 3.3.

“ Credit Facilities ” means, collectively, the Revolving Facility and the Term Loan Facility and “ Credit

Facility ” means any one of them.

“ Credit Parties ” means the Lenders and the Agent, and “ Credit Party ” means any one of them.

“ CRTC ” means the Canadian Radio-television and Telecommunications Commission, or a successor regulatory body or agency.

“ CRTC Approval ” means the approval under the Broadcasting Act (Canada) by the CRTC of a particular transaction or series of transactions.

“ CRTC Licences ” means those licences listed together with their respective expiry dates in Schedule E, together with any licence, permit or other authorization hereafter granted by the CRTC to a Restricted Party.

“ Debt ” means, with respect to any Person, without duplication and, except as provided in paragraph (b) below, without regard to any interest component thereof (whether actual or imputed) that is not due and payable, the following amounts:

• (a) money borrowed (including, without limitation, by way of overdraft) or indebtedness represented by notes payable and drafts accepted representing extensions of credit and including, for clarity, money borrowed pursuant to Advances made under this Agreement;

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• (b) the face amount of instruments similar to Bankers’ Acceptances or Notional Bankers’ Acceptances, that do not relate to the Credit Facilities;

• (c) reimbursement obligations with respect to other letters of credit not related to the Credit Facilities and with respect to letters of guarantee and surety bonds;

• (d) all obligations (whether or not with respect to the borrowing of money) that are evidenced by bonds, debentures, notes or other similar instruments, whether or not any such instruments are convertible into capital (except as provided below), or that are not so evidenced but that would be considered by GAAP to be indebtedness for borrowed money;

• (e) all obligations upon which interest charges are customarily paid by that Person (including, without limitation, purchase money obligations);

• (f) all net liabilities and obligations in respect of Hedge Transactions;

• (g) principal obligations in respect of Lease Liabilities;

• (h) Financial Assistance;

• (i) debt secured by Purchase Money Security Interests;

• (j) obligations under conditional sales agreements or other title retention documents producing the same result as a conditional sales agreement; and

• (k) capital stock or obligations of a Person pursuant to which such Person may be required to retract, redeem, repurchase or cancel such capital stock for cash or property (other than capital stock which cannot be converted into cash or property), or such capital stock as may be convertible into or exercisable for any other shares that the Person may be required to so redeem, repurchase, retract or cancel;

but excluding for greater certainty:

• (l) capital stock, whether or not preferred, that is not referred to in paragraph (k) above;

• (m) obligations where a Person has the right, exercisable at its option and subject only to Permitted Conditions, to convert such obligation into capital stock of the Person or to satisfy any retraction or redemption obligations in respect thereof by the issuance of capital stock (other than for clarity the capital stock and obligations referred to in item (k) above);

• (n) trade payables and accrued liabilities incurred in the ordinary course of business;

• (o) unearned revenue;

• (p) current and deferred tax obligations; and

• (q) the stated amount of any letter of credit (including a Letter of Credit) or guarantee to the extent that the obligation in respect of which it has been issued is included in one of items (a) through (k) above.

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The amounts listed in items (a) through (k) above shall be calculated in accordance with GAAP.

“ Defaulting Lender ” has the meaning set out in Section 12.3.2.

“ Deposited Amounts ” has the meaning set out in Section 3.3.

“ Designated Account ” means, in respect of any Advance, the account or accounts maintained by the Borrower at a branch in Toronto of The Toronto-Dominion Bank that the Borrower designates in its notice requesting an Advance.

“ Diligently Proceeding ” means with respect to a transaction, diligently proceeding to close such transaction; provided that no Person shall be deemed to be Diligently Proceeding if (i) an application for CRTC Approval, if required, has not been submitted within three months following the entering into of the written agreement related to such transaction or the denial of the first application to the CRTC; (ii) CRTC Approval of the transaction, if required, has been denied for a second time; (iii) the closing of such transaction (where such transaction requires CRTC Approval or other regulatory consents) has not occurred within eighteen months of the date of such original written agreement, or (iv) any condition to the transaction not otherwise specified above cannot in the opinion of the Agent (on behalf of the Majority Lenders), and advised to the Borrower in writing, reasonably be expected to be satisfied within a reasonable period of time.

“ Disposition ” has the meaning set out in Section 8.4.4.

“ Distribution ” means:

• (a) the declaration or setting aside for payment of dividends by a Person on any of its issued shares;

• (b) the payment of royalties or fees of any kind or the making of any other distribution by a Person whether in cash or Property to any holder of shares of any class of the capital stock;

• (c) the purchase, redemption or other retirement or cancellation by a Person of any of its issued shares or of any options, warrants or others’ rights to acquire any of such shares; or

• (d) the payment of any management fee or bonus to any Person;

but does not include:

• (e) salaries or bonuses paid to employees or independent contractors in the normal course of business;

• (f) the payment of any management fee or bonus in the normal course of business; or

• (g) the payment of fees to Shaw or its Affiliates for services or for the use or occupation of office space or other real property, in each case in the ordinary course of business and on terms that, in the aggregate, are not materially more favourable to Shaw or its Affiliates than are offered by them to other unrelated third parties or which are otherwise commercially reasonable.

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“ Documentation ” means all systems, user, technical or other documentation or information (including any input or output formats, program listings, narrative descriptions, operating instructions or manuals, specifications, user guides and systems, user or technical manuals) that have been, are or may be provided in connection with Software and includes any corrections, replacements, modifications or releases thereof or thereto, whether distributed in print, magnetic, electronic, video or other format.

“ Drawdown Date ” means the date, which shall be a Business Day, of any Advance.

“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“ EEA Resolution Authority ” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegate) having responsibility for the resolution of any EEA Financial Institution.

“ Effective Date ” means the date on which the conditions set forth in Section 5.1 are satisfied.

“ Encumbrance ” means, in respect of any Person, any mortgage, debenture, pledge, hypothec, lien, charge, assignment by way of security, consignment, lease, hypothecation or security interest granted or permitted by such Person or arising by operation of law, in respect of its Property, or other security agreement, trust or arrangement having in each case the effect of security for the payment of any Debt, provided that the interest of a lessor in respect of the assets that are subject to an operating lease shall not constitute an “Encumbrance” on the lessee’s interest in such asset, and “ Encumbrances ”, “ Encumbrancer ”, “ Encumber ” and “ Encumbered ” shall have corresponding meanings.

“ Equivalent Amount ” means, on any date, the equivalent amount in Canadian Dollars or U.S. Dollars, as the case may be, after giving effect to a conversion of a specified amount of U.S. Dollars to Canadian Dollars or Canadian Dollars to U.S. Dollars, as the case may be, at the Exchange Rate.

“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“ Event of Default ” has the meaning set out in Section 10.1.

“ Exchange Rate ” means, on any day, with respect to the exchange of either of Canadian Dollars or U.S. Dollars (the “ First Currency ”) into the other of those currencies (the “ Other Currency ”), the 4:30 p.m. rate of the Bank of Canada on the immediately preceding Business Day for purchases of the Other Currency with the First Currency, or if such rate is not or has not yet been quoted on such day, the last preceding 4:30 p.m. rate of the Bank of Canada.

“ Excluded Subsidiary ” means each of the Subsidiaries of the Borrower listed in Schedule Q as Excluded Subsidiaries and their respective successors, provided that the Borrower may, from time to time, at its option, designate any additional Subsidiary of the Borrower (that is not a Secured Subsidiary) to be an Excluded Subsidiary by designating it as such in a certificate delivered by the Borrower under

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Section 8.3.4, so long as, (a) immediately after such designation and after giving effect thereto, no Pending Event of Default or Event of Default exists, and (b) the Subsidiary to be so designated does not have an ownership interest in any Secured Subsidiary or Material Entity other than any non-voting, preferred redeemable ownership interests.

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Credit Party or required to be withheld or deducted from a payment to a Credit Party, (a) Taxes imposed on or measured by overall net income (however denominated), capital Taxes, franchise Taxes, and branch profits taxes, in each case, (i) imposed as a result of such Credit Party being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in an Advance or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Advance or Commitment (other than pursuant to an assignment request by Borrower under Sections 11.7(b) or 14.4) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 11.6, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Credit Party’s failure to comply with Section 11.6(e)(ii), (d) any U.S. federal withholding Taxes imposed under FATCA and (e) any Canadian federal withholding Taxes imposed on the payment as a result of having been made to a Credit Party that, at the time of making such payment, (i) is a person with which a Restricted Party does not deal at arm’s length (for the purposes of the Tax Act), or (ii) is a “specified shareholder” or a “specified beneficiary” (each as defined in subsection 18(5) of the Tax Act) of a Restricted Party or where the Restricted Party is a partnership, is a “specified shareholder” or “specified beneficiary” of any direct or indirect partner of the Restricted Party, or does not deal at arm’s length (for the purposes of the Tax Act) with any such “specified shareholder” or “specified beneficiary” (other than where the non-arm’s length relationship arises, or where the Credit Party is a “specified shareholder” or “specified beneficiary”, or does not deal at arm’s length with a “specified shareholder” or “specified beneficiary”, in connection with or as a result of the Credit Party having become a party to, received or perfected a security interest under or received or enforced any rights under, a Credit Document).

“ Existing Credit Agreement ” has the meaning set out in the recitals to this Agreement.

“ Existing Letters of Credit ” means those Letters of Credit listed in Schedule P.

“ Existing Material Subsidiary Guarantor ” means each of the Subsidiaries of the Borrower listed in Schedule Q as an Existing Material Subsidiary Guarantor and each of their respective successors.

“ Family Group ” means the spouse and issue of the late JR Shaw (whether natural-born or legally adopted) and spouses thereof and their issue (whether natural-born or legally adopted) and corporations Controlled by any one or more of the foregoing or trusts of which any one or more of the foregoing are the principal beneficiaries or the estate or personal representative of any of the foregoing.

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code as of the date of this Agreement (or any amended or successor version described above), and any intergovernmental agreements (or related legislation or official administrative rules or practices) entered into in connection with such sections of the Code and any law, regulation or rule implementing any such intergovernmental agreement.

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“ Federal Funds Effective Rate ” means, for any day, the greater of (a) the rate calculated by the Federal Reserve Bank of New York based on such day’s Federal funds transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the Federal funds effective rate and (b) 0%.

“ Fee Letter ” means the agreement between the Borrower and the Agent dated as of May 31, 2021, as may be amended, supplemented, restated or replaced from time to time, concerning fees payable by the Borrower to the Agent in connection with the Credit Facilities.

“ Financial Assistance ” means, without duplication and with respect to any Person, all loans granted by that Person and guarantees or contingent obligations incurred by that Person, in each case, for the purpose of or having the effect of providing financial assistance to another Person or Persons in respect of the Debt of such Person or Persons, including, without limitation, letters of guarantee, letters of credit, legally binding comfort letters or indemnities issued in connection therewith, endorsements of bills of exchange (other than for collection or deposit in the ordinary course of business) and obligations to purchase assets regardless of the delivery or non-delivery thereof, provided that “ Financial Assistance ” shall not include any guarantee of any lease obligations of Subsidiaries of the Borrower to landlords.

“ Fiscal Quarter ” means a fiscal quarter of the Borrower, being each three month period ending on November 30, February 28 or 29, May 31 and August 31 in each Fiscal Year.

“ Fiscal Year ” means a fiscal year of the Borrower that ends on August 31 in each year.

“ GAAP ” means the generally accepted accounting principles which are in effect from time to time approved by the Canadian Accounting Standards Board or any successor thereto, as applicable, which are currently the International Financial Reporting Standards as adopted by Chartered Professional Accountants Canada.

“ Governmental Authority ” means the government of any nation, province, municipality, state or other political subdivision of any nation, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or Controlled by any of the foregoing.

“ Hazardous Materials ” means any substance or material that is prohibited, controlled or regulated by any Requirements of Environmental Law, including, but not limited to, any Contaminants, pollutants, petroleum or other hydrocarbons and their derivatives and by-products, dangerous substances or goods, including asbestos, liquid waste, special waste, toxic substances, hazardous or toxic chemicals, hazardous waste, hazardous materials or hazardous materials or hazardous substances either a fact or as defined in or pursuant to any Requirements of Environmental Laws.

“ Hedge Agreement ” means a Hedge Transaction entered into between the Borrower or one of the Secured Subsidiaries and a Hedge Provider.

“ Hedge Obligations ” means obligations of the Borrower or a Secured Subsidiary to a Hedge Provider in respect of any Hedge Agreement.

“ Hedge Provider ” means a Lender or former Lender, or an Affiliate of such Lender or former Lender, with whom the Borrower or a Secured Subsidiary has entered into a Hedge Agreement.

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“ Hedge Transaction ” means an agreement for the hedging of currency risk, equity based compensation or interest payable at a floating or fixed rate, whether in the form of, a forward contract, swap, option, cap, collar or otherwise and whether documented under the terms of an ISDA Master Agreement or otherwise.

“ IFRS 16 ” means the International Financial Reporting Standard 16: Leases .

“ Increased Revolving Facility Request ” has the meaning set out in Section 2.3.1.

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Indemnitees ” has the meaning set out in Section 11.2.

“ Information ” has the meaning set out in Section 15.1.2.

“ Interbank Reference Rate ” means the interest rate expressed as a percentage per annum which is customarily used by the Agent when calculating interest due by it or owing to it arising from correction of errors between it and other Canadian chartered banks.

“ Interest Expense ” means, in respect of any Person, determined on an unconsolidated basis (other than in respect of the Borrower for which the calculation thereof shall be determined on a consolidated basis) in each case in accordance with GAAP, without duplication, and for a particular period, interest expense paid or accrued, including, without limitation, the interest component of payments in respect of Lease Liabilities, plus all fees paid or accrued in connection with Debt (excluding for greater certainty, any upfront fees or legal fees incurred in respect thereof) in each case in respect of such period; and for the purposes of this definition, where an Acquisition is made or a Person or operating assets comprising a business or division is disposed of at any time during such period, the Interest Expense attributable to such Acquisition or to such Person or operating assets comprising a business or division during such period (based upon the Acquisition/Disposition Accounting Information provided pursuant to Section 8.1.14), shall be included or excluded, as applicable, in the calculation of Interest Expense as if such Acquisition or disposition had occurred on the first day of such period for the purposes of calculating Interest Expense for such period.

“ Interest Payment Date ” means, with respect to Prime Rate Advances and U.S. Base Rate Advances, the

third Business Day of the next calendar month.

“ Interlender Agreement ” means any agreement between the Agent and the Lenders and one or more other Persons to which the Borrower owes or intends to incur Permitted Secured Pari Passu Debt, the principal provisions of which, if applicable, will deal with the respective rights of the Lenders and such other creditors to enforce the Encumbrances for such Debt, and which agreement shall be in form and substance satisfactory to the Agent, acting reasonably.

“ Investment ” means any direct or indirect (a) loan or other extension of credit (whether by way of Financial Assistance or otherwise) or capital contribution (including a transfer of Property) to any Person, (b) acquisition of any shares, partnership interests, participation interests in any arrangement, options or warrants or any indebtedness whether or not evidenced by any bonds, notes, debentures or other securities of, any Person; (c) any Acquisition; and (d) the making of any Capital Expenditure; and “ Invested ” shall be construed accordingly.

“ ISDA Master Agreement ” means either a 1992 ISDA Master Agreement or a 2002 ISDA Master Agreement, as applicable.

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“ Issuing Lender ” means each of The Toronto-Dominion Bank and RBC in its capacity as such.

“ Judgment Conversion Date ” has the meaning set out in Section 15.7.1.

“ Judgment Currency ” has the meaning set out in Section 15.7.1.

“ LC Fee Rate ” means the applicable percentage rate per annum indicated below the reference to “LC Fee Rate” in the table set out in Schedule A.

“ LC Limit ” means Cdn. $50,000,000 or the Equivalent Amount in U.S. Dollars.

“ Lease Liability ” means, with respect to any particular Restricted Party, any liability in respect of a Right of Use Asset that is required in accordance with GAAP to be recorded on the balance sheet of such Restricted Party in accordance with IFRS 16.

“ Lenders ” means the several banks and other financial institutions from time to time parties to this Agreement and includes the Swingline Lender and the Issuing Lenders, and “ Lender ” means any one of the Lenders.

“ Lenders’ Counsel ” means McCarthy Tétrault LLP or any other firm of solicitors licensed to practice law in Canada chosen, from time to time, by the Lenders, acting reasonably.

“ Lending Office ” means, with respect to a particular Lender, the branch or office specified in Schedulke B-2 from which such Lender makes Advances and to which the Agent disburses payments received for the benefit of such Lender.

“ Letter of Credit ” means each letter of credit issued by an Issuing Lender pursuant to Section 6.18.

“ Letter of Credit Fee ” means a fee payable on the third Business Day after the end of each Fiscal Quarter of the Borrower commencing with the first Fiscal Quarter ending after the date hereof calculated by multiplying the LC Fee Rate by the average face amount of Letters of Credit outstanding on a daily basis over the preceding Fiscal Quarter, and multiplying the resulting product by a fraction the numerator of which is the number of days in such Fiscal Quarter and the denominator of which is 365 or 366 days, as applicable; provided that in no event shall such fee be less than $100 per Letter of Credit per annum in respect of any year during which Letters of Credit are outstanding hereunder.

“ LIBO Rate ” means, for each LIBOR Period for each LIBOR Advance, the interest rate expressed as a percentage rate per annum calculated on the basis of a 360 day year, equal to:

• (a) the greater of (i) the rate for deposits (rounded to the nearest 1/100 of 1% per annum) in U.S. Dollars in the London interbank market for a comparable period comparable to such LIBOR Period which appears on the Reuters LIBOR01 screen (or such other page as the Agent shall nominate which replaces that page for the purpose of displaying offered rates of leading banks for London interbank deposits in U.S. Dollars for a period comparable to such LIBOR Period) as of 11:00 a.m. London, England time on the second Business Day preceding the first day of such LIBOR Period and for value on the first day of such LIBOR Period, and (ii) 0.00% per annum; or

• (b) if a rate is not determinable pursuant to clause (a) of this definition at the relevant time, as determined by the Agent, such rate, as determined by the Agent to be the greater of (i) the rate at which deposits in U.S. Dollars are offered by the principal lending office in London, England of RBC to prime banks in the London interbank market at

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approximately 11:00 a.m. London, England time on the second Business Day preceding the first day of such LIBOR Period for a period comparable to such LIBOR Period and in an amount comparable to the amount of the LIBOR Advance to be outstanding during such LIBOR Period, and (ii) 0.00% per annum; or

• (c) if the rate is not determinable pursuant to clause (a) or (b) of this definition at the relevant time in respect of the relevant period, Section 6.17.2 shall apply.

“ LIBOR Advance ” means an advance in U.S. Dollars bearing interest based on the LIBO Rate.

“ LIBOR Period ” means the period selected by the Borrower for a LIBOR Advance or the period applicable to the LIBOR Advance under the terms of this Agreement which in either case shall be 1, 3 or 6 months.

“ Majority Lenders ” means Lenders holding, in the aggregate a minimum of 50.1% of the Commitments; provided that, as regards any amendment or waiver pertaining to the Security or the Encumbrances granted pursuant to the Security that is not expressly permitted in this Agreement:

• (a) prior to an Event of Default, “Majority Lenders” means (i) Lenders in relation to the Credit Facilities, and (ii) Hedge Providers which are counterparties to Hedge Agreements, where the aggregate amount of, as applicable, (1) their Commitments, and (2) the aggregate of all the Positive Mark to Market Amounts in respect of such Hedge Providers that are former Lenders or their Affiliates at the time of determination, represent 50.1% or more of the aggregate amount of (A) all Commitments, and (B) the Aggregate Mark to Market Exposure Amounts of all Hedge Providers that are former Lenders or their Affiliates at the date of determination (which, in respect of a waiver or amendment requested hereunder, shall be the date on which the Agent makes a request of the Lenders for such waiver or amendment); and

• (b) during the continuance of an Event of Default, “Majority Lenders” means (i) Lenders in relation to the Credit Facilities, and (ii) Hedge Providers which are counterparties to Hedge Agreements, where the aggregate amount of, as applicable, (1) their Commitments, and (2) the aggregate of all Positive Mark to Market Amount in respect of all Hedge Providers at the time of determination represent 50.1% or more of the aggregate amount of (A) all Commitments at the time of determination, and (B) the Aggregate Mark to Market Exposure Amount at the date of determination (which, in respect of a waiver or amendment requested hereunder, shall be the date on which the Agent makes a request of the Lenders for such waiver or amendment).

“ Mark to Market Amount ” means, with respect to all Hedge Agreements between the Borrower or a Secured Subsidiary as the case may be and a particular Hedge Provider, on any day on which the Mark to Market Amount is calculated, the amount expressed in Canadian Dollars, if any, that would be payable by the Borrower or a Secured Subsidiary, as the case may be, to such Hedge Provider (expressed as a positive number, a “ Positive Mark to Market Amount ”) or by such Hedge Provider to the Borrower or a Secured Subsidiary, as the case may be, (expressed as a negative number, a “ Negative Mark to Market Amount ”), estimated by making the calculations required by Section 6(e)(ii)(2)(A) of the 1992 ISDA Master Agreement or Section 6(e)(ii)(2) of the ISDA 2002 Master Agreement, as applicable, as if all such Hedge Agreements were being terminated as a result of a Termination Event (as defined in the ISDA Master Agreement) with two Affected Parties (as defined in the applicable ISDA Master Agreement) on that day of calculation.

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“ Mark to Market Exposure Amount Election ” has the meaning set out in Section 8.1.11.

“ Market Disruption Event ” has the meaning set out in Section 6.15.1.

“ Market Disruption Prime Rate ” means, on any day, the interest rate expressed as a percentage rate per annum calculated on the basis of a 365 or 366 day year, as the case may be, equal to such rate calculated by the Agent to be the arithmetic mean (rounded upwards, if necessary to the nearest whole multiple of 1/100 of one percent per annum) of the rates per annum announced by the Schedule I Reference Lenders on that day as their reference rates of interest for the determination of the interest rates that they will charge to customers of varying degrees of creditworthiness in Canada for Canadian Dollar commercial loans made by them in Toronto, Ontario and referred to by them as their Canadian prime rate.

“ Marketing Election ” has the meaning set out in Section 6.7.4.

“ Material Adverse Change ” means any change having a material adverse effect on (a) the business, assets, liabilities, operations, results of operations or condition (financial or otherwise) of the Restricted Parties, taken as a whole, or (b) the ability of the Restricted Parties, taken as a whole, to carry on a significant part of their business, that would, in the case of (a) reasonably be expected to result in, or has resulted in (i) a material impairment of the ability of the Borrower to perform its obligations under the Credit Documents, (ii) a material impairment of the ability of the Secured Subsidiaries and the Required Pledgors, taken as a whole, to perform their obligations under the Credit Documents, or (iii) a material impairment of the legal effectiveness of any Encumbrance or guarantee granted by the Borrower, a Secured Subsidiary or Required Pledgor to the Agent, in each case as determined by the Majority Lenders , acting reasonably.

“ Material Contracts ” means, with respect to any Person, all Contracts, the breach or default of which would result in a Material Adverse Change, all such Material Contracts of the Restricted Parties as of the date hereof, if any, being listed on Schedule M, all as may be amended, supplemented, restated or replaced from time to time; and, when used in relation to any Person, the term “ Material Contracts ” shall mean and refer to Material Contracts to which such Person is a party or by which it is bound or may hereafter become a party or be bound and “ Material Contract ” means any one thereof.

“ Material Entity ” means any Person (other than Secured Subsidiaries and Excluded Subsidiaries) in which the Borrower, directly or indirectly, (i) holds ownership interests of 50% or greater or over which the Borrower exerts “significant influence” as determined by GAAP and (ii) which contributed Cdn. $10,000,000 or more to the Cash Flow of the Borrower in respect of the four most recently completed Fiscal Quarters of the Borrower, such Material Entities being identified in Schedule Q as of the date set forth on such schedule.

“ Material Subsidiary Guarantor ” means collectively, (i) each Existing Material Subsidiary Guarantor, (ii) each other Subsidiary of the Borrower that is not a Secured Subsidiary that becomes a guarantor of the 2021 Notes (including any refinancing or replacement thereof), and (iii) any other Subsidiary of the Borrower that is not a Secured Subsidiary that becomes a guarantor of any Debt described in clauses (f), (h) or (j) of the definition of “Permitted Debt”, including in each case, any refinancing or replacement thereof. As of the Effective Date, the only Material Subsidiary Guarantors are the Existing Material Subsidiary Guarantors.

“ Moody’s ” means Moody’s Investors Service, Inc.

“ Negative Mark to Market Amount ” has the meaning set out in the definition of “Mark to Market Amount”.

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“ Net Income ” means the net income of any Person, determined on an unconsolidated basis (other than in respect of the Borrower for which the calculation thereof shall be determined on a consolidated basis) for a particular period and in the case of the Borrower as shown on the financial statements (or as otherwise disclosed from time to time by the Borrower) delivered pursuant to Sections 8.3.1 and 8.3.2.

“ New Lender ” means, at any time, for the purposes of Section 2.3, any commercial bank, finance company, or other financial institution (not then a party to this Agreement) that is acceptable to the Borrower, the Agent, each Issuing Lender and the Swingline Lender hereunder, acting reasonably, and which would become a Lender hereunder by providing an Additional Requested Revolving Commitment.

“ Non-BA Lender ” means a Lender that is not permitted by Applicable Law or by customary market practices to stamp, for purposes of subsequent sale, or accept, a Bankers’ Acceptance or which does not wish to stamp or accept Bankers’ Acceptances from time to time.

“ Non-Consenting Lender ” has the meaning set out in Section 14.4.

“ Non-Disturbance Agreement ” has the meaning set out in the definition of “Permitted Licensing Disposition”.

“ Non-Schedule I BA Lender ” means any BA Lender that is a bank chartered under and referred to in Schedule II or Schedule III of the Bank Act (Canada).

“ Notional Bankers’ Acceptances ” has the meaning set out in Section 6.7.2.

“ Obligations ” means all obligations of the Borrower, Secured Subsidiaries and Required Pledgors to the Lenders, Hedge Providers, the Agent, The Toronto-Dominion Bank as predecessor to the Agent as administration agent under this Agreement, or any of them, under or in connection with this Agreement and the other Credit Documents (including, for clarity, Hedge Obligations that have been assigned to and assumed by the Restricted Parties), including but not limited to all debts and liabilities, present or future, direct or indirect, absolute or contingent, matured or not, at any time owing by the Borrower, the Secured Subsidiaries and the Required Pledgors to the Lenders, Hedge Providers and the Agent, or any of them in any currency or remaining unpaid by the Borrower, the Secured Subsidiaries and the Required Pledgors to the Lenders, Hedge Providers and the Agent, or any of them, under or in connection with this Agreement and the other Credit Documents, whether arising from dealings between the Lenders, Hedge Providers and the Agent, or any of them, and the Borrower, Secured Subsidiaries and Required Pledgors or any of them or from any other dealings or proceedings thereunder by which the Lenders, Hedge Providers and the Agent, or any of them, may be or become in any manner whatever a creditor of the Borrower, Secured Subsidiaries and Required Pledgors or any of them, and wherever incurred, and whether incurred by the Borrower, the Secured Subsidiaries and the Required Pledgors, or any of them, alone or with another or others and whether as principal or surety, and also including all obligations, debts and liabilities, present or future, in respect of any cash management products or arrangements provided by a Lender or any Affiliate of any of them for any Restricted Party, and all interest, fees, legal and other costs, charges and expenses and, for clarity, the term “Lenders” and “Hedge Providers” when used in this definition shall include the Agent in its capacity as a Lender or Hedge Provider, as applicable.

“ OFAC ” means the U.S. Office of Foreign Assets Control of the U.S. Department of the Treasury.

“ Other Connection Taxes ” means, with respect to any Credit Party, Taxes imposed as a result of a present or former connection between such Credit Party and the jurisdiction imposing such Tax (other than connections arising solely from such Credit Party having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under,

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engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Advance or Credit Document).

“ Other Taxes ” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Credit Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Credit Document except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 12.12).

“ Participant ” has the meaning set forth in Section 14.3.

“ Pending Event of Default ” means an event which, but for the requirement for the giving of notice, lapse of time, or both, would constitute an “Event of Default”.

“ Pension Plan ” means (i) a “pension plan” or “plan” which is a “registered pension plan” as defined in the Tax Act or is subject to the funding requirements of applicable pension benefits legislation in any Canadian jurisdiction and is applicable to employees resident in Canada of a Restricted Party, or (ii) any other pension benefit plan or similar arrangement applicable to employees of a Restricted Party.

“ Permits ” means governmental licences, authorizations, consents, registrations, exemptions, permits and other approvals required by Applicable Law.

“ Permitted Conditions ” means, with respect to the Borrower’s right to convert any obligations into capital stock or to satisfy any retraction, repayment, repurchase or redemption obligations in respect thereof by the issuance of capital stock, (i) any requirement for the expiry of any period of time before the right may be exercised (unless the Borrower may be required to repay, convert or satisfy such obligations prior to the expiry of such period of time); and (ii) with respect only to Class B non-voting participating shares of the Borrower issuable upon the exercise of such right, any requirement that such shares be listed, posted and freely tradable on a recognized stock exchange, provided that (x) at the time such obligations are created or incurred and for such time as they remain outstanding, all issued and outstanding Class B non-voting participating shares are listed, posted and freely tradable on a recognized stock exchange, and (y) such additional shares are (or upon issuance will be) so listed, posted and freely tradable.

“ Permitted Debt ” means:

• (a) Debt under this Agreement;

• (b) Debt of the Borrower or a Secured Subsidiary secured by Purchase Money Security Interests that do not, in the aggregate, secure Debt in excess of Cdn. $50,000,000;

• (c) Debt of the Borrower or any Secured Subsidiary consisting of Lease Liabilities which are not secured by an Encumbrance and which are incurred in the ordinary course of business;

• (d) Debt of the Borrower and the Secured Subsidiaries in respect of Hedge Obligations provided by Hedge Providers that are secured by the Security, subject to the limitations set out in Section 8.1.11;

• (e) Debt of the Borrower or the Secured Subsidiaries secured by an Encumbrance of a type referred to in paragraph (j) of the definition of Permitted Encumbrances that is not

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otherwise “Permitted Debt” pursuant to any other paragraph of this definition and that does not, in the aggregate, without duplication, exceed Cdn. $50,000,000;

• (f) Debt of the Borrower that is Permitted Secured Pari Passu Debt;

• (g) secured or unsecured Debt of a Restricted Party (other than the Borrower or a Secured Subsidiary) that does not, in the aggregate, exceed Cdn. $50,000,000;

• (h) Debt of the Borrower or any Secured Subsidiary that is unsecured, including, for greater certainty, Debt under the 2021 Notes;

• (i) Debt in respect of a Permitted Securitization Program; and

• (j) Debt of the Borrower that is Permitted Secured Second Lien Debt.

Permitted Encumbrances ” means, with respect to any Person, the following:

• (a) liens for taxes, rates, assessments or other governmental charges or levies not yet due, or for which instalments have been paid based on reasonable estimates pending final assessments, or if due, the validity of which is being contested diligently and in good faith by appropriate proceedings by or on behalf of that Person;

• (b) undetermined or inchoate statutory liens, statutory rights of distress which have not at such time been filed or exercised, or which relate to obligations not due or payable, or if due, the validity of which is being contested diligently and in good faith by appropriate proceedings by or on behalf of that Person;

• (c) reservations, limitations, provisos and conditions expressed in any original grants from the Crown or other grants of real or immovable property, or interests therein, which do not materially impair the use of the affected land for the purpose for which it is used by that Person;

• (d) licences, easements, rights-of-way and rights in the nature of easements (including, without limiting the generality of the foregoing, licences, easements, rights-of-way and rights in the nature of easements for railways, sidewalks, public ways, sewers, drains, gas, steam and water mains or electric light and power, or telephone and telegraph conduits, poles, wires and cables) which do not materially impair the use of the affected land for the purpose for which it is used by that Person;

• (e) title defects or irregularities which are of a minor nature and which in the aggregate do not materially impair the use of the affected property for the purpose for which it is used by that Person;

• (f) the right reserved to or vested in any municipality or governmental or other public authority by the terms of any lease, licence, franchise, grant or permit acquired by that Person or by any statutory provision to terminate any such lease, licence, franchise, grant or permit, or to require annual or other payments as a condition to the continuance thereof;

• (g) the Encumbrance resulting from the deposit of cash or securities in connection with contracts, tenders or expropriation proceedings, or to secure workmen’s compensation,

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unemployment insurance, surety or appeal bonds, costs of litigation when required by Applicable Law not to exceed Cdn. $50,000,000 in aggregate, liens and claims incidental to current construction, mechanics’, warehousemen’s, carriers’ and other similar liens, and public, statutory and other like obligations incurred in the ordinary course of business;

• (h) security given to a public utility or any municipality or Governmental Authority when required by such utility, municipality or Governmental Authority in connection with the operations of that Person in the ordinary course of its business;

• (i) any Encumbrance securing the Obligations, including, for clarity, the Hedge Obligations;

• (j) any Encumbrance which was existing on property when it was acquired and which was not created in connection with or in contemplation of such acquisition, and any Encumbrance created pursuant to any agreement entered into by a Person prior to such Person becoming a Secured Subsidiary, provided that such security was not incurred in connection with or in contemplation of such Person becoming a Secured Subsidiary, and all renewals and replacements of the foregoing so long as no such renewal or replacement affects any additional property of such Person and the Debt secured thereby is not increased;

• (k) Purchase Money Security Interests that are permitted hereunder;

• (l) any Encumbrance that secures Permitted Secured Pari Passu Debt;

• (m) any Encumbrance that secures Permitted Secured Second Lien Debt;

• (n) any Encumbrance granted in connection with a Permitted Licensing Disposition provided that the Encumbrance is only in respect of the particular Programming in question;

• (o) the Encumbrances described in Schedule F;

• (p) any Encumbrance in respect of licenses, trademarks and other intellectual property rights granted in connection with the licensing of Programming, trademarks and other intellectual property rights by the Restricted Parties and not interfering in any material respect with the ordinary conduct of the Core Business;

• (q) Encumbrances not otherwise permitted so long as neither (x) the aggregate outstanding principal amount of the obligations secured thereby nor (y) the aggregate fair market value (determined as of the date the applicable Permitted Encumbrance is incurred) of the Property subject thereto exceeds (as to all Restricted Parties) Cdn. $10,000,000 in the aggregate at any time;

• (r) such other Encumbrances as agreed to in writing by the Lenders; and

• (s) any Encumbrance arising pursuant to Section 2(b) of the Personal Property Security Act (Ontario) on Receivables of any of the Restricted Parties and the proceeds thereof securing obligations in respect of any Permitted Securitization Program.

“ Permitted Factoring Sales ” means sales, transfers or other dispositions of accounts receivable that are not part of an Accounts Receivable Securitization Program and that satisfy the following conditions:

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• (a) such sales of Receivables are made on a basis that is without recourse to any Restricted Party in the event of any default by any of the applicable account debtors;

• (b) the sales of Receivables are on commercially reasonable terms for an arm’s length transaction and the Receivables are sold at a commercially reasonable discount to the face amount thereof;

• (c) the aggregate reduction at any time in the Receivables of the Borrower and the other Restricted Parties arising from sales, transfer or other dispositions of accounts receivable, including pursuant to Accounts Receivable Securitization Programs, does not exceed Cdn. $100,000,000; and

• (d) at the time of such sale no Pending Event of Default or Event of Default has occurred and is continuing or would result therefrom.

“ Permitted Licensing Disposition ” means the grant of a license or any other right to use, publish, broadcast, distribute, merchandise or otherwise exploit any Programming developed, owned or licensed by a Restricted Party to any broadcaster, distributor, producer or other Person (and whether or not such other Person, in connection therewith, has licensed any rights to a Restricted Party under a co-production agreement or otherwise) and includes those under which the Agent on behalf of the Lenders may be requested to enter into a non-disturbance or “quiet enjoyment” agreement, acknowledgement of Lenders’ rights under the Security or any other Credit Documents and/or any other similar agreement or ancillary release, certificate or other document relating thereto (each a “ Non-Disturbance Agreement ”) with such Person, that may include or require a subordination by the Agent in favour of the grantee of the license or other right of the security interest, assignment, mortgage and charge granted to the Agent pursuant to the Security (a “ Subordination ”), provided that:

• (a) such Permitted Licensing Disposition is entered into by the Restricted Party in the ordinary course of its business;

• (b) any Subordination is limited to the security interest, assignment, mortgage and charge granted to the Agent in the Programming that is the subject of such Permitted Licensing Disposition and does not in any other way affect or derogate from any rights of the Agent or the Lenders in and to any other present or future Property of the Restricted Party that is subject to the Security; and

• (c) no Event of Default has occurred and is continuing nor would any Pending Event of Default or Event of Default result from the making of such Permitted Licensing Disposition or the granting of any Subordination related thereto.

“ Permitted Secured Pari Passu Debt ” means Debt of the Borrower that does not, in the aggregate, exceed Cdn. $100,000,000, that ranks pari passu with the Obligations and not in priority thereto and that is secured by collateral of the Borrower and the Restricted Parties, provided that (i) the collateral so secured is not greater than the collateral secured by the Security, (ii) an Interlender Agreement is in full force and effect and (iii) at the time such Debt is incurred and after giving pro forma effect to the incurrence thereof and, if applicable, the application of the proceeds of such Debt to complete an Acquisition in accordance with the second proviso in the definition of Cash Flow, the Total Debt to Cash Flow Ratio is and will remain less than 3.25:1.0.

“ Permitted Secured Second Lien Debt ” means Debt of the Borrower that does not, in the aggregate, exceed Cdn. $100,000,000, the Encumbrances securing which rank in second priority to the Obligations,

• 23 -

behind the Agent’s first priority Encumbrances, and that is secured by collateral of the Borrower and the Restricted Parties, provided that (i) the collateral so secured is not greater than the collateral secured by the Security, (ii) an Interlender Agreement is in full force and effect, (iii) at the time such Debt is incurred and after giving pro forma effect to the incurrence thereof and, if applicable, the application of the proceeds of such Debt to complete an Acquisition in accordance with the second proviso in the definition of Cash Flow, the Total Debt to Cash Flow Ratio is and will remain less than 3.75:1.0, and (iv) such Debt has a maturity date on which the principal for such Debt is due and payable, that is no earlier than the Revolving Facility Maturity Date or the Term Loan Maturity Date.

“ Permitted Securitization Program ” means an Accounts Receivable Securitization Program that satisfies the following conditions:

• (a) the sales of Receivables are on commercially reasonable terms for an arm’s length securitization transaction and the over-collateralization requirements of the Accounts Receivable Securitization Program are on commercially reasonable terms;

• (b) the Receivables are sold at a commercially reasonable discount to the face amount thereof;

• (c) the aggregate reduction at any time in the Receivables of the Borrower and the other Restricted Parties arising from sales, transfer or other dispositions of accounts receivable, including pursuant to Accounts Receivable Securitization Programs, does not exceed Cdn. $100,000,000; and

• (d) at the time of the establishment of such program no Pending Event of Default or Event of Default has occurred and is continuing or would result therefrom.

“ Person ” or “ person ” means any individual, corporation, company, limited liability company, partnership, limited partnership, association, unincorporated association, trust, joint venture, estate, any judicial entity, Governmental Authority or other entity.

“ Positive Mark to Market Amount ” has the meaning set out in the definition of “Mark to Market Amount”.

“ Prime Rate ” means, on any day, the interest rate expressed as a percentage rate per annum calculated on the basis of a 365 or 366 day year, as the case may be, equal to the greater of:

• (a) the rate of interest per annum established from time to time by the Agent as the reference rate of interest for the determination of interest rates that the Agent will charge to customers in Canada for Canadian Dollar demand loans made by it; and

• (b) the rate of interest per annum equal to the average annual yield rate for one (1) month Canadian Dollar bankers’ acceptances appearing on the CDOR Page “ Canadian Interbank Bid BA Rates ” (or such other page as the Agent shall nominate which replaces that page for the purpose of displaying rates quoted for such bankers’ acceptances) as of 10:15 a.m. (Toronto time) on such day or, if such day is not a Business Day, on the immediately preceding Business Day, plus 1.00% per annum,

in each case adjusted automatically with each announced, displayed or quoted change in such rate without the necessity of notice to the Borrower or any other Person, provided that if both such rates are equal or if

• 24 -

such one (1) month Canadian Dollar bankers’ acceptances is unavailable for any reason on any date of determination, then the “Prime Rate” shall be the rate specified in (a) above.

“ Prime Rate Advance ” means an Advance in Canadian Dollars bearing interest based on the Prime Rate and includes deemed Prime Rate Advances provided for in Sections 6.10 and 6.18.6.

“ Proforma Financial Statements ” means financial statements in substantially the same form as the financial statements delivered by the Borrower pursuant to Section 8.3.2 prepared on a consolidated basis which reflect the projected results of a proposed Investment as contemplated by Section 8.4.5 or a proposed sale, transfer, assignment or other disposition as contemplated by Section 8.4.4, in each case (i) for the current and subsequent Fiscal Years up to and including the Fiscal Year ending after the later of the Revolving Facility Maturity Date and the Term Loan Maturity Date , (ii) in form and substance and with results satisfactory to the Agent, acting reasonably; and (iii) demonstrating to the Agent’s satisfaction, acting reasonably, that the underlying assumptions are reasonable.

“ Programming ” means, depending on the context in which it appears, (a) the management, facilitation and execution of all things necessary to physically make or produce (including development, preproduction, key animation, principal photography, post production, completion and delivery, as these terms are commonly understood in the film and television production industry) a feature film, television program (episodic or otherwise), television series, documentary or filmed or videotaped or optically, digitally or computer generated entertainment of any kind and/or length, whether it be live action or animation for any and all existing or as yet undefined media including, without limitation, television, theatrical, broadcast (free and pay), video, radio, home entertainment, DVD, CD-ROM, non-theatrical, on-line, on-demand, interactive, mobile/wireless, music and personal media product rights, (b) the feature film, television program, episode, television series, documentary or filmed videotaped entertainment resulting from the foregoing activity, and “Programming” includes all distribution, merchandising, music or other publishing and similar rights of the Restricted Parties in respect of Programming referred to in clause (b) of this definition.

“ Property ” means, with respect to any Person, all or any portion of its undertaking, property and assets, both real and personal, including for greater certainty any share in the capital of a corporation.

“ Proportionate Share ” means in respect of each Lender or Hedge Provider from time to time, (i) with respect to a Credit Facility, or the Commitments or Advances under a Credit Facility, the percentage of such Credit Facility which a Lender has agreed to advance to the Borrower, determined by dividing the Lender’s Commitment in respect of a Credit Facility by the aggregate of all of the Lenders’ Commitments with respect to such Credit Facility, (ii) with respect to the Obligations, subject to Section 10.10, pro rata in accordance with the aggregate unpaid amount of the Obligations owed to such Lender or Hedge Provider, which, in the case of all Hedge Obligations, shall mean all amounts due under such Hedge Obligations including, with respect to all Hedge Obligations (whether or not governed by ISDA Master Agreements), as a result of an Event of Default or a Termination Event (as such terms are defined in the applicable ISDA Master Agreement).

“ Purchase Money Security Interest ” means an Encumbrance created by a Person securing Debt incurred to finance the acquisition of Property, provided that (i) such Encumbrance is created substantially simultaneously with the acquisition of such Property, (ii) such Encumbrance does not at any time encumber any Property other than the Property financed by such Debt, (iii) the amount of Debt secured thereby is not increased subsequent to such acquisition, and (iv) the principal amount of Debt secured by any such Encumbrance at no time exceeds 100% of the original purchase price of such Property at the time it was acquired, and for the purposes of this definition, the term “acquisition” shall include, without limitation, the acquisition of Right of Use Assets (other than any Right of Use Assets the

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Lease Liability in respect of which is not secured by an Encumbrance) and the term “acquire” shall have a corresponding meaning.

“ Rate Change Effective Date ” has the meaning set out in Section 4.1.3.

“ RBC ” means Royal Bank of Canada, a bank chartered under the Bank Act (Canada), or any successor thereof.

“ Receivables ” means accounts receivable arising from the sale of products or services by a Restricted Party, any related security and any collections and other proceeds of the foregoing.

“ Receiving Lender ” has the meaning set out in Section 12.6.

“ Register ” has the meaning set out in Section 14.2.4.

“ Related Party ” means, with respect to any Person, such Person’s Affiliates and the directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“ Relevant Jurisdictions ” means, from time to time, (a) with respect to the Borrower, each Secured Subsidiary and each Required Pledgor, the jurisdiction of its formation, (b) with respect to the Borrower, each Secured Subsidiary and each Required Pledgor, the province or territory in Canada or relevant political subdivision in any other country in which such entity has its chief executive office, chief place of business or registered office, (c) with respect to the Borrower and each Secured Subsidiary, each province or territory in Canada or relevant political subdivision in any other country in which the Borrower or such Secured Subsidiary, as the case may be, has, based on the financial statements for the Borrower’s most recently completed Fiscal Year, Property having a book value in excess of Cdn. $10,000,000 or generates Cash Flow for the most recently completed Fiscal Year in excess of Cdn. $10,000,000, including for greater certainty as at the date hereof the provinces or other relevant political subdivisions set out in Schedule N in respect of the Borrower and each Secured Subsidiary; and (d) with respect to each Required Pledgor and Third Party Pledgor each province or territory in Canada or relevant political subdivision in any other country (i) in which the ownership interests that such Required Pledgor or Third Party Pledgor s required to pledge pursuant to Article 9 are legally situate, and (ii) in which it is necessary or desirable to make registrations or filings to ensure perfection, or proper filing or recordation of security interests granted pursuant to the Security.

“ Required Pledgor ” has the meaning set out in Section 9.1.1(g).

“ Required Rating ” means (a) in respect of any Person, a rating of such Person’s long term unsecured indebtedness of either (i) A or higher from S&P, or (ii) A2 or higher from Moody’s, or (b) the equivalent rating or ratings from time to time of such rating agency or agencies as may be accepted for such purposes by the Majority Lenders, acting reasonably, from time to time.

“ Requirements of Environmental Law ” means with respect to the Restricted Parties at any time, all requirements of the common law, civil law, or statutes, regulations, by-laws, ordinances, treaties, judgments and decrees and to the extent that they have the force of law, rules, policies, guidelines, orders, approvals, notices, Permits, directives, and the like, of any federal, territorial, provincial, regional, municipal or local judicial, regulatory or administrative agency, board or Governmental Authority in Canada or any other jurisdiction in which the Restricted Parties have Property relating to environmental or occupational health and safety matters and the Property of the Restricted Parties and the intended uses thereof, including all such requirements relating to: (i) the protection, preservation or remediation of the natural environment (the air, land, surface water or ground water), (ii) solid, gaseous or liquid waste

• 26 -

generation, handling, treatment, storage, disposal, clean-up, or transportation; and (iii) Hazardous Materials.

“ Resolution Authority ” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“ Restricted Parties ” means the Borrower and its Subsidiaries (other than the Excluded Subsidiaries).

“ Revolving Commitment ” has the meaning set forth in Section 2.1.1.

“ Revolving Facility ” has the meaning set out in Section 2.1.1.

“ Revolving Facility Lenders ” means, at any time, the Lenders named under the caption “ Revolving Facility ” in Schedule B-1 or any Schedule substituted therefor who have provided Commitments at such time in respect of the Revolving Facility and “ Revolving Facility Lender ” means any one of them and includes the Swingline Lender in respect of the Swingline Facility.

“ Revolving Facility Maturity Date ” means May 31, 2025.

“ Revolving Period ” means, in relation to the Revolving Facility, the period commencing on the Effective Date and ending on the Revolving Facility Maturity Date.

“ Right of Use Asset ” means, with respect to any particular Restricted Party, any asset constituting a right of use asset of such Restricted Party pursuant to IFRS 16.

“ Rollover ” means the extension of a LIBOR Advance or a BA Equivalent Loan for an additional period or the acceptance of a Bankers’ Acceptance in like principal amount upon the maturity of a Bankers’ Acceptance, and for purposes of Sections 5.2.2, 5.2.3, 5.2.4, 5.2.5 and 6.19, includes the making of an Advance in the same amount as an Advance which matures and is repaid on the same date.

“ S&P ” means Standard & Poor’s Financial Services LLC.

“ Sanctioned Country ” means, at any time, a country or territory that is itself the subject of Sanctions Laws including, without limitation, subject to comprehensive, territorial sanctions administered by OFAC, the United Nations Security Council, the European Union or Canada.

“ Sanctioned Person ” means at any time: (i) any person named on the list of “Specially Designated Nationals or Blocked Persons” maintained by OFAC currently available at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx or in any sanctionsrelated list of designated Persons maintained by OFAC or the U.S. Department of State or otherwise listed, designated or sanctioned by the Government of the United States;, (ii) any person listed or designated under the Sanctions Laws of Canada, the European Union, or the United Kingdom; (iii) any person more than 50 percent (50%) owned, in the aggregate, by a person or persons, described in clauses (i) and (ii) above; (iv) any person carrying on activities subject to Sanctions Laws in a Sanctioned Country; or (v) an organization controlled by a Sanctioned Country.

“ Sanctions Laws ” means (i) the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Freezing Assets of Corrupt Foreign Officials Act (Canada), the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law) (Canada), and Part II.1 of the Criminal Code and any similar Canadian legislation, including regulations and orders issued under the foregoing and (ii) any sanctions laws and regulations issued or enforced by the United States of America, the European Union or

• 27 -

the United Nations and includes, without limitation, the laws, regulations, and rules promulgated or administered by (a) the United States of America, including those administered by OFAC, the U.S. Department of State, the U.S. Department of Commerce, or through any existing or future executive order, (b) the United Nations Security Council, (c) the European Union or any European Union member state, (d) Her Majesty’s Treasury of the United Kingdom, or (e) any other Governmental Authority with jurisdiction over the Restricted Parties, to the extent that similar legislation, including regulations and orders issued under such legislation have been adopted by the United States of America, Canada, the European Union or the United Nations.

“ Schedule I BA Lender ” means any BA Lender referred to in Schedule I of the Bank Act (Canada).

“ Schedule I Reference Lenders ” means, collectively, RBC, Bank of Montreal, The Bank of Nova Scotia, Canadian Imperial Bank of Commerce, The Toronto-Dominion Bank or such other Lender or Lenders that are banks referred to in Schedule I of the Bank Act (Canada) that, in the opinion of the Agent in consultation with the Borrower, are representative of the Schedule I Lenders.

“ Section ” means the designated section of this Agreement.

“ Secured Subsidiary ” means each of the Persons described in Schedule Q and their respective successors and any other Subsidiary of the Borrower that is owned directly by either (a) the Borrower, or (b) any combination of one or more of the Borrower, Secured Subsidiaries, Required Pledgors and Third Party Pledgors, that is designated after the date hereof to become a Secured Subsidiary in a certificate delivered by the Borrower under Section 8.3.4 and their respective successors, provided that under no circumstances can a Person be or remain a Secured Subsidiary unless all of the ownership interests therein (except such ownership interests as are represented by non-voting, preferred redeemable ownership interests) are pledged to the Agent to the extent and within the time required by Article 9; provided that the Borrower may, at any time, at its option, notify the Agent in writing that any Secured Subsidiary shall cease to be a Secured Subsidiary (but such Secured Subsidiary shall continue to be a Restricted Party unless the Borrower, if permitted hereunder to do so, further designates the same as an Excluded Subsidiary in accordance with the provisions hereof), so long as (i) the cessation does not occur at the time of or result in the occurrence of a Pending Event of Default or an Event of Default and (ii) if the applicable Subsidiary of the Borrower holds ownership interests in any Secured Subsidiary or Material Entity, the security, guarantee and share certificates referred to in Sections 9.1.1(g) and (i) are executed and delivered to the Agent promptly but, in any event, prior to the earlier of (i) any Security previously delivered by the applicable Secured Subsidiary being released, and (ii) 60 days from the date it ceases to be a Secured Subsidiary.

“ Security ” means the security held from time to time by a Lender, or the Agent, securing or intended to secure repayment of the Obligations, including, without limitation, the security described in Sections 9.1 and 9.2, and includes all documentation granted in connection therewith, which creates or confirms an Encumbrance or guarantee.

“ Security and Guarantee Confirmation Agreements ” means each security confirmation and guarantee acknowledgement dated as of the date of this Agreement from the Borrower and the Secured Subsidiaries in favour of the Agent, confirming that the guarantees and security granted pursuant to the Existing Credit Agreement secure the Obligations.

“ Shaw ” means Shaw Communications Inc., a corporation continued under the Business Corporations Act (Alberta).

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“ Software ” means computer programs, in object code (including micro code), source code or other form, that have been, are or may be provided to the Restricted Parties and include all new releases, updates, enhancements, or changes to the foregoing and all Documentation.

“ Subsidiary ” means, at any time, with respect to any Person, any other Person, if at such time the first mentioned Person Controls such other Person, and includes any other Person in like relationship to a Subsidiary of such first mentioned Person.

“ Successor Agent ” has the meaning set out in Section 12.11.

“ Swapped Assets ” has the meaning set out in Section 8.4.4.

“ Swingline Advance ” has the meaning set out in Section 2.2.2.

“ Swingline Commitment” has the meaning set out in Section 2.2.3.

“ Swingline Facility ” has the meaning set out in Section 2.2.1.

“ Swingline Lender ” means The Toronto-Dominion Bank or such other Lender identified from time to time as the Swingline Lender in Schedule B-1.

“ Tax Act ” means the Income Tax Act (Canada), including the regulations thereto and any successor legislation.

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Term Loan Commitment ” means the aggregate of the Commitments of the Term Loan Lenders in respect of Term Loan Facility as set forth on Schedule B-1, as reduced in accordance with this Agreement.

“ Term Loan Facility ” has the meaning set out in Section 2.1.1.

“ Term Loan Lenders ” means, at any time, the Lenders named under the caption “Term Loan” in Schedule B-1 or any Schedule substituted therefor who have provided Commitments at such time in respect of the Term Loan Facility and “ Term Loan Lender ” means any one of them.

“ Term Loan Maturity Date ” means May 31, 2025.

“ Third Party Pledgor ” has the meaning set out in Section 9.1.1(g).

“ Total Assets ” means, at the time of determination, the total assets of the Borrower, calculated on a consolidated basis.

“ Total Commitment ” means the aggregate of the Commitments of all the Lenders.

“ Total Debt ” means, at any time, the aggregate amount of Debt of the Borrower at such time (determined on a consolidated basis, without duplication but excluding any Excluded Subsidiary), including, without limitation, Debt in respect of Accounts Receivable Securitization Programs, and provided that for the purposes of calculating Total Debt, the amount of all liabilities and obligations in respect of each Hedge Transaction shall be deemed to be equal to the Positive Mark to Market Amount, if any, in respect

• 29 -

thereof, less the Aggregate Mark to Market Exposure Amount in respect thereof unless the Borrower has made the Mark to Market Exposure Amount Election.

“ Total Debt to Cash Flow Ratio ” means the ratio calculated by dividing (a) Total Debt at the time of determination, by (b) Cash Flow of the Borrower for the four immediately preceding completed Fiscal Quarters.

“ U.S. Base Rate ” means, on any day, the interest rate expressed as percentage rate per annum calculated on the basis of a 365 or 366 day year, as the case may be, equal to the greater of:

• (a) the rate of interest per annum which determined by the Agent from time to time as the reference rate of interest for the determination of the interest rates that it will charge customers for U.S. Dollar loans made by it in Canada

• (b) the rate of interest per annum equal to the sum of the Federal Funds Effective Rate on such day plus 1.0% per annum,

in each case adjusted automatically with each announced, displayed or quoted change in such rate without the necessity of notice to the Borrower or any other Person, provided that if both such rates are equal or if such Federal Funds Effective Rate is unavailable for any reason on any date of determination, then the “U.S. Base Rate” shall be the rate specified in paragraph (a) above.

“ U.S. Base Rate Advance ” means an Advance in U.S. Dollars bearing interest based on the U.S. Base Rate and includes deemed U.S. Base Rate Advances provided for in Section 6.16 and 6.17.2.

“ U.S. Dollars ” and “ U.S. $ ” mean lawful money of the United States of America.

“ UK Financial Institutions ” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“ UK Resolution Authority ” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“ Voting Shares ” means shares of any class of any corporation carrying voting rights generally under all circumstances and shall include any shares or other securities convertible or exchangeable into such shares.

“ Withholding Agent ” means the Borrower, any Secured Subsidiary and the Agent.

“ Write-Down and Conversion Powers ” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right

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had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

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Headings and Schedules

The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “hereunder” and similar expressions refer to this Fourth Amended and Restated Credit Agreement and not to any particular Article, Section or other portion hereof and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Agreement. References to Schedules herein are to the Schedules to this Agreement.

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Number

Words importing the singular number only shall include the plural and vice versa , words importing the masculine gender shall include the feminine and neuter genders and vice versa and words importing Persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations and vice versa .

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Accounting Principles

• 1.4.1 Where the character or amount of any asset or liability or item of revenue or expense is required to be determined, or any consolidation or other accounting computation is required to be made for the purpose of this Agreement or any Credit Document, such determination or calculation shall, to the extent applicable and except as otherwise specified herein or as otherwise agreed in writing by the parties, be made in accordance with GAAP applied on a consistent basis. Financial statements shall be prepared in accordance with GAAP.

• 1.4.2 All calculations for the purposes of determining compliance with the financial ratios and financial covenants contained in this Agreement will be made on a basis consistent with GAAP as it exists on the date of this Agreement and used in the preparation of the consolidated financial statements of the Borrower for its financial year ended August 31, 2020. In the event of a change in such GAAP, the Borrower and the Agent (with the approval of the Majority Lenders) will negotiate in good faith to revise (if appropriate) such ratios and covenants to reflect GAAP as then in effect and upon revision, if any, GAAP will then be GAAP in effect on the date of such revision.

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Permitted Encumbrances

The inclusion of reference to Permitted Encumbrances in any Credit Document is not, in each case in and of itself, intended to subordinate and will not subordinate, any Encumbrance created by any of the Security to any Permitted Encumbrance.

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Currency

Except as otherwise specifically provided herein, all monetary amounts in this Agreement are stated in Canadian Dollars.

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Extended Meanings

In this Agreement words importing the singular number include the plural and vice versa , words importing any gender include all genders. The term “including” means “including without limiting the generality of the foregoing” and the term “third party” means any person other than a person who is a party to this Agreement.

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Interest Calculations and Payments

Unless otherwise stated, wherever in this Agreement reference is made to a rate of interest “per annum” or a similar expression is used, such interest will be calculated on the basis of a calendar year of 365 days or 366 days, as the case may be, and using the nominal rate method of calculation and not the effective rate method of calculation or on any other basis that gives effect to the principle of deemed reinvestment of interest. Interest will continue to accrue after maturity and default and/or judgment, if any, until payment thereof, and interest will accrue on overdue interest, if any.

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Schedules

• Schedule A - Applicable Margins Schedule B-1 - Commitments of Lenders Schedule B-2 - Lender Notice Details Schedule C - Compliance Certificate Schedule D - Notice of Repayment/Cancellation Schedule E - CRTC Licences (and Expiry Dates) Schedule F - Additional Permitted Encumbrances Schedule G - Mandatory Repayment of Principal Schedule H - Advance Notice Schedule I - Organizational Chart Showing all Subsidiaries Schedule J - Litigation Schedule K - Environmental Disclosure Schedule L - Real Property Schedule M - Material Contracts Schedule N - Relevant Jurisdictions and Former Names Schedule O - Assignment and Assumption Agreement Schedule P - Existing Letters of Credit Schedule Q - List of Subsidiaries and other Ownership Interests Schedule R - Increased Revolving Facility Request

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Amendment and Restatement

From the Effective Date, this Agreement is and will for all purposes be a further amendment and a restatement of the provisions of the Existing Credit Agreement. From the Effective Date, this

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Agreement supersedes the Existing Credit Agreement insofar as it constitutes the entire agreement between the parties concerning the subject matter of this Agreement, but does not constitute a novation of the Existing Credit Agreement or of any of the indebtedness, liabilities or obligations of the Borrower thereunder. All outstanding Advances (as defined in the Existing Credit Agreement) are Advances under this Agreement, and all of the Obligations (as defined in the Existing Credit Agreement) are Obligations under this Agreement. Prior to the Effective Date, the Existing Credit Agreement shall continue in full force and effect in accordance with its terms.

ARTICLE 2

THE CREDIT FACILITIES

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Credit Facilities

• 2.1.1 Subject to the terms and conditions of this Agreement:

• (a) the Revolving Facility Lenders establish in favour of the Borrower a revolving credit facility (the “ Revolving Facility ”), in an amount up to Cdn. $300,000,000, or the Equivalent Amount thereof in U.S. Dollars (the “ Revolving Commitment ”), which amount includes the Swingline Facility, which facility will be available only during the Revolving Period; and

• (b) the Term Loan Lenders establish in favour of the Borrower a non-revolving term loan facility (the “ Term Loan Facility ”) in an amount of up to Cdn. $923,709,026.98, which facility previously consisted of the Term Loan Tranche 1 and Term Loan Tranche 2 (each as defined in the Existing Credit Agreement) prior to the Effective Date, each of which was made available by a single advance prior to the Effective Date.

• 2.1.2 The obligation of each Revolving Facility Lender to make Advances under the Revolving Facility shall be several and shall not exceed its Proportionate Share of the Revolving Facility.

• 2.1.3 The obligation of each Term Loan Lender to make Advances under the Term Loan Facility shall be several and shall not exceed its Proportionate Share of the Term Loan Facility.

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Swingline Facility

• 2.2.1 Subject to the terms and conditions of this Agreement, the Swingline Lender establishes in favour of the Borrower a Credit Facility that is part of the Revolving Facility on the terms set forth in this Section 2.2 (the “ Swingline Facility ”) up to the amount specified in Section 2.2.3.

• 2.2.2 At any time that the Borrower would be entitled to obtain Prime Rate Advances or U.S. Base Rate Advances under the Revolving Facility, the Borrower will be entitled to, as applicable, draw cheques on its Canadian Dollar or U.S. Dollar chequing account maintained from time to time with the Swingline Lender at the Lending Office of the Swingline Lender specified in Schedule B-2 (or such other accounts with the Swingline Lender at such other Lending Office of the Swingline Lender as may be agreed upon by the Swingline Lender and the Borrower from time to time). The debit balance from time

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to time in any such account will be deemed to be a Prime Rate Advance or U.S. Base Rate Advance, as applicable, outstanding to the Borrower from the Swingline Lender under the Revolving Facility. If at any time the Borrower is a party to a cash concentration arrangement with the Swingline Lender, the amount of any overdraft from time to time in the Canadian Dollar concentration account or U.S. Dollar concentration account, as applicable, of the Borrower established pursuant to such arrangement (which for greater certainty may include one of the accounts identified above) will also be deemed to be a Prime Rate Advance or U.S. Base Rate Advance, as applicable, outstanding to the Borrower from the Swingline Lender under the Revolving Facility. A Prime Rate Advance or U.S. Base Rate Advance, as applicable, from the Swingline Lender as contemplated by this Section 2.2.2, prior to such time as such Advance is repaid as contemplated by Section 2.2.4, or purchased as contemplated by Section 2.2.5, is referred to as a “ Swingline Advance ”.

• 2.2.3 The outstanding amount of all Swingline Advances at any time may not exceed the lesser of:

• (a) Cdn. $30,000,000 or the Equivalent Amount thereof in U.S. Dollars (the “ Swingline Commitment ”), and

• (b) the amount, if any, by which the limit of the Revolving Facility at such time exceeds the Equivalent Amount in Canadian Dollars of all Advances or (other than Swingline Advances) outstanding at such time under the Revolving Facility.

• 2.2.4 At any time and from time to time in its discretion, the Swingline Lender may (but will not be obliged to) deliver a written notice to the Agent (which will thereupon deliver a similar notice to each of the Revolving Facility Lenders under the Revolving Facility) and to the Borrower, requiring repayment of one or more Swingline Advances. The Borrower will be deemed to have given, at such time, an Advance Notice to the Agent requesting Prime Rate Advances or U.S. Base Rate Advances, as applicable, under the Revolving Facility in an aggregate amount equal to the amount of such Swingline Advance. The Revolving Facility Lenders under the Revolving Facility will thereupon (irrespective of whether (i) any condition precedent to an Advance has been satisfied, (ii) the amount of such Advance to be made available under the Revolving Facility is less than, equal to or more than the minimum amount of an Advance required to be included in an Advance constituting such type of Advance under this Agreement, (iii) any Event of Default or Pending Event of Default exists, (iv) any termination of the Credit Facilities and the Commitments has occurred or commenced under any of the Credit Documents or otherwise or (v) the Revolving Facility Maturity Date has occurred) make such Prime Rate Advance or U.S. Base Rate Advance, as applicable, under the Revolving Facility and the Agent will apply the proceeds thereof in repayment of such Swingline Advance. The Agent will promptly notify the Borrower of any such Prime Rate Advances or U.S. Base Rate Advances, as applicable, and the Borrower will accept each such Prime Rate Advance or U.S. Base Rate Advance, as applicable, and hereby irrevocably authorizes and directs the Agent to apply the proceeds thereof in payment of the applicable Swingline Advance.

• 2.2.5 Without limiting the provisions of Section 2.2.4, on the Revolving Facility Maturity Date, or if an Event of Default has occurred and is continuing, each of the Revolving Facility Lenders under the Revolving Facility, other than the Swingline Lender, will purchase from the Swingline Lender, and the Swingline Lender will sell to such Revolving Facility

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Lenders, for cash, at par, without representation or warranty from or recourse against the Swingline Lender (and irrespective of whether any condition precedent to an Advance has been satisfied, any Pending Event of Default has occurred or is continuing or whether any acceleration or enforcement action (including any termination of the Credit Facilities and the Commitments) has occurred or commenced under any of the Credit Documents or otherwise or whether the Revolving Facility Maturity Date has occurred), on a pro rata basis, an undivided interest in all Swingline Advances then outstanding. The Agent, upon consultation with the applicable Revolving Facility Lenders, will have the power to settle any documentation required to evidence any such purchase and, if deemed advisable by the Agent, to execute any document as attorney for any such Revolving Facility Lender in order to complete any such purchase. The Borrower and the Revolving Facility Lenders under the Revolving Facility acknowledge that the foregoing arrangements are to be settled by such Revolving Facility Lenders among themselves, and the Borrower expressly consents to the foregoing arrangements between such Revolving Facility Lenders.

• 2.2.6 Each of the Revolving Facility Lenders under the Revolving Facility will indemnify and save harmless the Swingline Lender on a pro rata basis against all liabilities, obligations, losses, damages, penalties, actions, judgements, suits, costs, expenses, payments or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Swingline Lender in any way related to or arising out of any Swingline Advance made by the Swingline Lender (except for any such liabilities to the extent that they result from the negligence or wilful misconduct of the Swingline Lender).

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Increase in Commitments

• 2.3.1 At any time provided that no Pending Event of Default or Event of Default has occurred and is continuing, the Borrower may, by delivering a request (an “ Increased Revolving Facility Request ”) in the form of Schedule R, to the Agent, request that on the terms and subject to the conditions contained in this Agreement, at the Borrower’s option, the Revolving Commitments under the Revolving Facility be increased by an additional aggregate amount of up to Cdn. $250,000,000, by securing increased Revolving Commitments under this Agreement (“ Additional Requested Revolving Commitments ”), from existing Lenders or New Lenders, subject to the remaining provisions of this Section. The Borrower may deliver an Increased Revolving Facility Request from time to time, so long as the aggregate amount of increased Revolving Commitments provided pursuant to all such requests does not exceed the above referenced aggregate amount.

• 2.3.2 The Additional Requested Revolving Commitments shall be made on all of the same terms and conditions as are contained herein for Revolving Commitments made under the Revolving Facility and will, for certainty, be secured by the Security.

• 2.3.3 The Agent will use commercially reasonable efforts in consultation with the Borrower to arrange for the existing Lenders or New Lenders, or a combination thereof, to provide such Additional Requested Revolving Commitments. Nothing contained in this Section or otherwise in this Agreement is intended to commit any Lender to provide any portion of any such Additional Requested Revolving Commitments.

• 2.3.4 Upon receipt of an Increased Revolving Facility Request, the Agent will promptly deliver a copy to each of the Lenders. Any Lender that does not advise the Agent, within ten

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(10) Business Days from the date the Increased Revolving Facility Request was delivered to the Agent, that such Lender would be willing to provide a portion of the Additional Requested Revolving Commitments, will be deemed to have declined to provide any portion of Additional Requested Revolving Commitments.

• 2.3.5 Notwithstanding a Lender’s confirmation that it is willing to take up any portion of the Additional Requested Revolving Commitment, the final allocation of the Additional Requested Revolving Commitment as between Lenders and New Lenders will be determined by the Agent and the Borrower in the event of an over-subscription.

• 2.3.6 To the extent that any Lenders and New Lenders have agreed to provide any Additional Requested Revolving Commitments, (a) Revolving Commitments under the Revolving Facility will be increased by the amount of the Additional Requested Revolving Commitments agreed to be so provided, (b) at such time and in such manner as the Agent and the Borrower shall agree, the Revolving Facility Lenders will assign and the Revolving Facility Lenders and New Lenders, if any, shall assume the outstanding applicable Advances held by each assigning Revolving Facility Lender in order to ensure that outstanding Advances by each Revolving Facility Lender reflects such Revolving Facility Lender’s Proportionate Share of the applicable Revolving Commitments, and (c) the Borrower will execute and deliver (i) an officer’s certificate certifying that no Event of Default or Pending Event of Default has occurred and is continuing or will occur as a result of the increase in Revolving Commitments, (ii) a currently dated letter of opinion of Borrower’s Counsel as to such matters as the Agent may reasonably request, and (iii) an officer’s certificate of each of the Secured Subsidiaries, Required Pledgors and Third Party Pledgors confirming that each of the resolutions authorizing the grant of security for the Obligations including in respect of the increased Revolving Commitments has not been revoked and remains in full force and effect.

• 2.3.7 The approval of each of the Agent, Issuing Lender and Swingline Lender is required to the extent that an existing Lender who is not a Revolving Lender, or a New Lender has agreed to provide any Additional Requested Revolving Commitments.

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Purposes of Credit Facilities

Advances under the Credit Facilities will only be used for the following respective purposes:

• (a) under the Revolving Facility, to finance Investments and Capital Expenditures and for general corporate requirements in the ordinary course of business of the Borrower and its Subsidiaries as permitted hereunder; and

• (b) under the Term Loan Facility, to refinance existing indebtedness.

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Manner of Borrowing

• 2.5.1 The Borrower may, under the Revolving Facility, (a) make Advances, Conversions and Rollovers, in Canadian Dollars, of Prime Rate Advances, Bankers’ Acceptances and BA Equivalent Loans, (b) make Advances, Conversions and Rollovers, in United States Dollars, of U.S. Base Rate Loans and LIBOR Advances, and (c) make Advances and Conversions of Letters of Credit, in either Canadian Dollars or United States Dollars, in an aggregate amount not to exceed the LC Limit.

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• 2.5.2 The Borrower may under the Term Loan Facility, in Canadian Dollars, make a single Advance on the Effective Date and may make Conversions and Rollovers of Prime Rate Advances, Bankers’ Acceptances and BA Equivalent Loans. If the full amount available to be borrowed under the Term Loan Facility is not borrowed on the Effective Date, the Commitments in respect of the Term Loan Facility will be automatically and permanently reduced by the amount not borrowed under the Term Loan Facility.

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Nature of Credit Facilities

Subject to the terms and conditions hereof, the Borrower may increase or decrease the amount of Obligations outstanding under the Revolving Facility by making Advances, repayments and further Advances. The principal amount of any Advance under the Revolving Facility (including any Advance under the Swingline Facility) that is repaid may be reborrowed up to the then existing Revolving Commitment or Swingline Commitment, as the case may be. For greater certainty, the principal amount of any Advance under the Term Loan Facility that is repaid may not be reborrowed.

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Existing Letters of Credit

The Existing Letters of Credit are deemed outstanding under the Revolving Facility. The Issuing Lender of the Existing Letters of Credit is The Toronto-Dominion Bank.

ARTICLE 3

REDUCTION AND REPAYMENT OF CREDIT

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Termination and Reduction of Commitments

Unless previously terminated, (1) the Revolving Facility and all Revolving Commitments shall terminate on the Revolving Facility Maturity Date and (2) the Term Loan Facility and all Term Loan Commitments shall terminate on the Term Loan Maturity Date.

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Repayment of Credit Facilities

• 3.2.1 Subject to Section 3.3, the principal amount of all Advances under the Revolving Facility shall be repaid such that the principal amount of all Advances under the Revolving Facility does not exceed the Revolving Commitment then in effect.

• 3.2.2 All Obligations in connection with the Revolving Facility shall, in any event, be repaid in full on or before the Revolving Facility Maturity Date.

• 3.2.3 The Borrower will repay the outstanding principal amount of all Advances under the Term Loan Facility in accordance with the table set out in Schedule G. All Advances and all other Obligations under the Term Loan Facility shall, in any event, be repaid in full on or before the Term Loan Maturity Date.

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Excess Over Revolving Facility

If the Agent determines that on any day, as a result of currency fluctuations, the aggregate of (a) Advances in Canadian Dollars then outstanding under the Revolving Facility, and (b) the Equivalent Amount in Canadian Dollars of Advances in U.S. Dollars then outstanding under the Revolving Facility on such day (the “ Aggregate Outstandings ”), exceeds 105% of the Total Commitment then in effect in

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respect of such Credit Facility, the Agent shall notify the Borrower that such event has occurred, and the Borrower shall, within three Business Days of receipt of such notice, (i) repay Advances under such Credit Facility in an amount (the “ Credit Excess Amount ”) equal to the amount by which the Aggregate Outstandings exceed the Total Commitment then in effect in respect of such Credit Facility; or (ii) deposit with the Agent an amount, or lodge with the Agent, Cash Equivalents in an amount, in either case, equal to the Credit Excess Amount (the “ Deposited Amounts ”), provided that if it is determined on any subsequent day that the amount of the Deposited Amounts exceeds the Credit Excess Amount as at such date, the Borrower may withdraw the amount by which the Deposited Amounts exceed the Credit Excess Amount; or (iii) provide or cause to be provided an assignment in favour of the Agent (in form and substance satisfactory to the Agent) the benefit of a portion of the Negative Mark to Market Amount under an ISDA Master Agreement entered into between the Borrower or a Secured Subsidiary, on the one hand, and any Hedge Provider that has the Required Rating, on the other hand, which portion is at least equal in amount to the Credit Excess Amount; provided that for such period as the Borrower continues to rely upon such assignment pursuant to this clause (iii), the Borrower shall provide or cause to be provided information satisfactory to the Agent respecting such Hedge Obligations, not less frequently than weekly, sufficient to permit the Agent to verify the Mark to Market Amount under such ISDA Master Agreement, and provided further that if it is determined on any subsequent day that the Negative Mark to Market Amount of under such ISDA Master Agreement that is subject to such assignment exceeds the Credit Excess Amount, the Agent shall, at the request of the Borrower, release from such assignment a portion of such assigned amounts equal to the amount by which such assigned amounts exceed the Credit Excess Amount.

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Voluntary Reduction of Commitments

• 3.4.1 The Borrower may from time to time, by giving not less than three Business Days’ express written notice to the Agent in the form of Schedule D and paying all accrued and unpaid standby fees to the effective date of cancellation or reduction, irrevocably notify the Agent of the cancellation of a Credit Facility or of the permanent reduction of the committed amount of such Credit Facility in an amount that shall be a minimum of Cdn. $5,000,000 (or U.S. $5,000,000, in the case of Advances denominated in U.S. Dollars) and in a whole multiple of Cdn. $100,000 or U.S. $100,000, as the case may be. If as a result of such reduction of a Credit Facility the aggregate amount of credit extended to the Borrower outstanding under such Credit Facility exceeds the aggregate Commitments of the Lenders under such Credit Facility after giving effect to such reduction, the Borrower will, upon notice from the Agent, repay such credit in an aggregate amount equal to such excess, provided that any such repayment shall be subject to Section 3.4.3. The Borrower shall have no right to increase the committed amount of a Credit Facility after any such voluntary reduction.

• 3.4.2 Notwithstanding anything herein to the contrary, but subject to Sections 3.4.4 and 3.5.5, any notification to the Agent of the cancellation or reduction of a Credit Facility delivered pursuant to this Section shall first be made with respect to the Term Loan Facility based on each Lender’s Proportionate Share of the Term Loan Facility until such time as the Term Loan Facility has been cancelled or reduced in full, and then to the Revolving Facility.

• 3.4.3 For clarity, the Borrower may not by reason of any such reduction or cancellation contemplated by this Section 3.4 pay (i) any LIBOR Advance prior to the end of the applicable LIBOR Period unless the Borrower indemnifies the Lenders for any loss or expense that the Lenders incur as a result, including any breakage costs, nor (ii) any Bankers’ Acceptances or BA Equivalent Loans prior to their respective maturity dates.

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• 3.4.4 All repayments under this Section 3.4 with respect to the Term Loan Facility will be applied as follows:

• (a) until an aggregate principal amount Cdn. $150,000,000 of the Term Loan Facility has been repaid pursuant to this Section 3.4 and Section 3.5 during the period from and after the Effective Date, such prepayment will be applied to the scheduled payments of principal payable pursuant to Section 3.2.3 in respect of Term Loan Facility (other than the principal payment due on the Term Loan Maturity Date) on a pro rata basis; and

• (b) once the aggregate principal amount prepaid pursuant to this Section 3.4 and Section 3.5 equals Cdn. $150,000,000 during the period from and after the Effective Date, any principal repayment in excess of Cdn. $150,000,000 will be applied to the remaining scheduled payments of principal under the Term Loan Facility, in inverse order of maturity, commencing with the principal payment due on the Term Loan Maturity Date.

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Mandatory Prepayments and Reductions

• 3.5.1 In the event of a Disposition, the Borrower shall repay Advances as required pursuant to Section 8.4.4(c)(ii).

• 3.5.2 In the event of any issuance of Debt described in clauses (f), (h) or (j) of the definition of “Permitted Debt” (other than any issuance to refinance existing Permitted Debt under such clauses in which case the repayment obligation under this Section 3.5.2 shall only apply to the incremental net proceeds of such new issuance after the repayment of the existing Permitted Debt being refinanced, if any) by the Borrower or any of its Subsidiaries, the Borrower shall repay the Term Loan Facility, in each case in an amount equal to the applicable percentage (as determined with reference to the Total Debt to Cash Flow Ratio at the applicable time, after giving pro forma effect to such issuance, in accordance with the table set out in below) of the net proceeds of such issuance as reduced by the amount of such net proceeds, if any, used to make Investments permitted pursuant to Section 8.4.5:

Total Debt to Cash Flow Ratio	Percentage of Net Proceeds
<2.50:1.0	0%
2.50:1.0 to <3.00:1.0	50%
3.00:1.0 to <3.50:1.0	75%
3.50:1.0	100%

• 3.5.3 Each repayment of the Credit Facilities required pursuant to this Section 3.5, shall be applied to the Term Loan Facility based on each Lender’s Proportionate Share of the Term Loan Facility until such time as the Term Loan Facility has been paid in full. Each such repayment shall permanently reduce the Commitment of each Lender in respect of the applicable Credit Facility by the amounts of such repayments. For clarity, the Borrower may not by reason of any such repayment (i) pay any LIBOR Advances prior to the end of the applicable LIBOR Periods unless the Borrower indemnifies the Lenders

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for any loss or expense that the Lenders incur as a result, including any breakage costs, or (ii) pay Bankers’ Acceptances or BA Equivalent Loans prior to their respective maturity dates. The Borrower shall have no right to increase the committed amount of the Credit Facilities after any such required repayment.

• 3.5.4 All repayments hereunder shall be accompanied by a Notice of Repayment/Cancellation in the form attached as Schedule D.

• 3.5.5 All repayments under this Section 3.5 with respect to the Term Loan Facility will be applied as follows:

• (a) until an aggregate principal amount Cdn. $150,000,000 of the Term Loan Facility has been repaid pursuant to Section 3.4 and this Section 3.5 during the period from and after the Effective Date, such prepayment will be applied to the scheduled payments of principal payable pursuant to Section 3.2.3 in respect of Term Loan Facility (other than the principal payment due on the Term Loan Maturity Date) on a pro rata basis; and

• (b) once the aggregate principal amount prepaid pursuant to Section 3.4 and this Section 3.5 equals Cdn. $150,000,000 during the period from and after the Effective Date, any principal repayment in excess of Cdn. $150,000,000 will be applied to the remaining scheduled payments of principal under Term Loan Facility, in inverse order of maturity, commencing with the principal payment due on the Term Loan Maturity Date.

ARTICLE 4

INTEREST RATES, FEES AND PAYMENTS

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Interest Rates, Bankers’ Acceptance Fees and Letter of Credit Fees

• 4.1.1 The Borrower shall pay interest (i) on Prime Rate Advances at a rate per annum equal to the sum of the Prime Rate plus the Applicable Margin, (ii) on U.S. Base Rate Advances at a rate per annum equal to the U.S. Base Rate plus the Applicable Margin, and (iii) on LIBOR Advances at a rate per annum equal to the LIBO Rate for the applicable LIBOR Period plus the Applicable Margin. The Bankers’ Acceptance Fee shall be calculated at the BA Rate. The Letter of Credit Fee shall be calculated at the LC Fee Rate.

• 4.1.2 The Applicable Margin to be applied with respect to an Advance shall be the Applicable Margin on the relevant day of the Advance.

• 4.1.3 For the purpose of determining when a change to a margin, rate, fee or fee rate takes place, each change in the Total Debt to Cash Flow Ratio shall be deemed to have occurred as of the date (the “ Rate Change Effective Date ”) that the Agent receives a Compliance Certificate certifying the occurrence of such change. If a Compliance Certificate is not received when due, the Agent may apply the highest Applicable Margin from and after the due date of the Compliance Certificate until the Compliance Certificate is received by the Agent. Any resulting increase or decrease in a margin, rate, fee or fee rate payable hereunder shall be calculated and applied prospectively from and after the Rate Change Effective Date with respect to (i) both outstanding and future LIBOR Advances, Prime Rate Advances and U.S. Base Rate Advances, (ii) BA

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Equivalent Loans and drafts or bills of exchange accepted as Bankers’ Acceptances made or accepted on or after the Rate Change Effective Date, and (iii) Letter of Credit Fees and standby fees calculated on and after the Rate Change Effective Date.

• 4.1.4 Notwithstanding anything herein to the contrary, the Applicable Margin from the Effective Date to the date on which the Agent receives a Compliance Certificate for the Fiscal Quarter ended May 31, 2021 will be the Applicable Margin applicable for a Total Debt to Cash Flow ratio of  [redacted text] to <[redacted text]. [ Redacted text indicates the Total Debt to Cash Flow Ratio range used to determine the Applicable Margin from the Effective Date to the date on which the Agent receives a Compliance Certificate for the Fiscal Quarter ended May 31, 2021. ]

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Standby Fees

The Borrower shall pay to the Agent for the benefit of the Revolving Facility Lenders a standby fee on the daily unadvanced portion of the Revolving Facility equal to the applicable standby fee indicated on the table set out in Schedule A. The standby fee shall be calculated, based on a year of 365 or 366 days as applicable, daily beginning on the date hereof and shall be payable quarterly on the third Business Day of each Fiscal Quarter in respect of the preceding Fiscal Quarter. Standby fees shall be promptly distributed by the Agent to the Revolving Facility Lenders based on their respective Proportionate Shares of the Revolving Facility.

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Fees

The Borrower agrees that the Fee Letter and the Agency Fee Letter apply to this Agreement and it shall pay fees to the Agent as set out therein and any other fee agreement entered into with respect to fees payable in connection with this Agreement.

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Netting of Payments

If, on any date, amounts would be due and payable under this Agreement in the same currency by the Borrower to the Lenders, or any one of them, and by the Lenders, or such Lender, to the Borrower, then, on such date, upon notice from the Agent or such Lender (a copy of which notice shall be given by such Lender to the Agent simultaneously) stating that netting is to apply to such payments, the obligations of each such party to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by the Borrower to the Lenders, or such Lender, exceeds the aggregate amount that would otherwise have been payable by the Lenders, or such Lender, to the Borrower or vice versa , such obligations shall be replaced by an obligation upon whichever of the Borrower or the Lenders, or such Lender, would have had to pay the larger aggregate amount to pay to the other the excess of the larger aggregate amount over the smaller aggregate amount. For greater certainty, prior to acceleration of repayment pursuant to Section 10.2, this Section 4.4 shall not permit any Lender to exercise a right of set-off, combination or similar right against any amount which the Borrower may have on deposit with such Lender in respect of any amount to which netting is to apply pursuant to this Section 4.4, but shall apply only to determine the net amount to be payable by the Lenders or one of them to the Borrower, or by the Borrower to the Lenders or one of them.

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Place of Payment of Principal, Interest and Fees

All payments of principal, interest, fees and other amounts to be made by the Borrower to the Agent and the Lenders pursuant to this Agreement will be made in the currency in which an Advance is outstanding for value on the day such amount is due or, if such day is not a Business Day, on the Business

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Day next following with interest, by deposit or transfer thereof to the account of the Agent maintained at the Agent’s office in Toronto, or at such other place as the Borrower and the Agent may from time to time agree.

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Maximum Rate of Interest

Notwithstanding anything contained herein to the contrary, the Borrower will not be obliged to make any payment of interest or other amounts payable to the Lenders hereunder in excess of the amount or rate that would be permitted by Applicable Law or would result in the receipt by the Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)). If the making of any payment by the Borrower would result in a payment being made that is in excess of such amount or rate, the particular Lender will determine the payment or payments that are to be reduced or refunded, as the case may be, so that such result does not occur.

ARTICLE 5

CONDITIONS

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Conditions Precedent to Effectiveness of this Agreement

This Agreement shall be effective upon the following conditions precedent being satisfied by the Borrower:

• 5.1.1 the Agent shall have received timely notice as required under Section 6.3;

• 5.1.2 the Borrower shall have delivered to the Agent certified copies of:

• (a) the Constating Documents of the Borrower and each Existing Material Subsidiary Guarantor, and to the extent not previously provided pursuant to the Existing Credit Agreement, each other Secured Subsidiary, each Required Pledgor and each Third Party Pledgor (if any) and to the extent the Borrower is contractually permitted to disclose them to the Agent and the Lenders and to the extent not previously provided pursuant to the Existing Credit Agreement, the Constating Documents in respect of any Material Entity the ownership interests in which the Borrower, a Secured Subsidiary or a Required Pledgor is required to pledge hereunder;

• (b) the resolutions authorizing the execution, delivery and performance of the Borrower’s and each Existing Material Subsidiary Guarantor’s, and to the extent not previously provided pursuant to the Existing Credit Agreement, each other Secured Subsidiary’s, each Required Pledgor’s and each Third Party Pledgor’s (if any) respective obligations under the Credit Documents and resolutions of applicable Subsidiaries of the Borrower authorizing the pledge of the ownership interests of such Subsidiary pursuant to securities pledge agreements granted as part of the Security, and the transfer, upon realization, of such ownership interests;

• (c) to the extent not previously provided pursuant to the Existing Credit Agreement, the resolutions of each Material Entity, the ownership interests in which the Borrower, a Secured Subsidiary or a Required Pledgor is required to pledge hereunder pursuant to securities pledge agreements granted as part of the

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Security, authorizing such pledge and the transfer, upon realization, of the ownership interests in such Material Entity pursuant thereto, unless the Borrower is unable, solely for legal or contractual reasons, to cause such resolutions to be passed and provided that the Borrower has certified to the Agent that it is unable to do so; and

• (d) evidence of the incumbency of the officers of the Borrower and each Existing Material Subsidiary Guarantor and to the extent not previously provided pursuant to the Existing Credit Agreement, the Secured Subsidiaries and any Required Pledgor or Third Party Pledgor;

• 5.1.3 the Borrower shall have delivered to the Agent certified copies of:

• (a) all unanimous shareholder agreements and other shareholder agreements, if any, applicable to the Borrower and to the extent not previously provided pursuant to the Existing Credit Agreement, each Secured Subsidiary; and

• (b) to the extent not previously provided pursuant to the Existing Credit Agreement, all unanimous shareholder agreements and other shareholder agreements, if any, applicable to each Material Entity the ownership interests in which the Borrower, a Secured Subsidiary or a Required Pledgor is required to pledge pursuant to the Security, to the extent that the Borrower is not prohibited legally or contractually from providing them to the Agent and the Lenders (in which case the Borrower shall so certify);

• 5.1.4 certificates of status or comparable certificates for all Relevant Jurisdictions of the Borrower, each Secured Subsidiary, HGTV Canada Inc., and Food Network Canada Inc. shall have been delivered to the Agent;

• 5.1.5 each of the Restricted Parties shall be in compliance in all material respects with all of its Material Contracts and Permits, and the Borrower shall have provided a certificate to the Agent certifying as to the same;

• 5.1.6 the Lenders shall have completed their financial, business and legal due diligence with respect to the Restricted Parties, including but not limited to a review of the Borrower’s business plan and detailed four year financial projections previously delivered to the Agent, and the results of such due diligence shall be satisfactory to the Lenders in their sole discretion;

• 5.1.7 a currently dated certificate of the Borrower that the representations and warranties set forth in Section 7.1 are true and correct in all material respects as at such time shall have been delivered to the Agent;

• 5.1.8 releases, discharges and postponements (in registerable form where appropriate) with respect to all Encumbrances affecting the collateral Encumbered by the Security that are not Permitted Encumbrances, if any, shall have been delivered to the Agent, the Agent shall be satisfied as to the nature and effect of other encumbrances or registrations affecting such collateral and the Borrower shall have certified to the Agent and the Lenders that all Encumbrances are Permitted Encumbrances;

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• 5.1.9 no Event of Default or Pending Event of Default shall have occurred and be continuing on the Effective Date, or would result from making each Advance to be made on the Effective Date and the Borrower shall have certified the same to the Lenders;

• 5.1.10 to the extent not previously provided pursuant to the Existing Credit Agreement, copies of all Material Contracts and all amendments thereto, if any, of the Restricted Parties certified by the Borrower to be true copies, shall have been delivered to the Agent;

• 5.1.11 payment of amounts of fees and expenses payable to the Agent and Lenders (including payment of the reasonable fees, charges and expenses of Lenders’ Counsel), that are due and payable on or before the date this Agreement becomes effective shall have been paid, including, without limitation, all upfront fees payable in connection with the Credit Facilities agreed upon between the Borrower and the Agent to be paid to the Agent on behalf of the Lenders in accordance with the Fee Letter;

• 5.1.12 to the extent not previously provided pursuant to the Existing Credit Agreement, duly executed copies of the Security, shall have been delivered to the Agent, certificates representing all shares and other ownership interests required to be pledged hereunder by the Borrower, the Secured Subsidiaries, the Required Pledgors and the Third Party Pledgors, if any, shall have been delivered to the Agent (along with stock powers duly executed in blank), all such Security shall have been duly registered, filed and recorded in all Relevant Jurisdictions and the Security and Guarantee Confirmation Agreements shall have been delivered;

• 5.1.13 a currently dated letter of opinion of Borrower’s Counsel (with the opinion of local counsel in respect of Corus Television Limited Partnership delivered concurrently therewith), with respect to the Borrower and each Existing Material Subsidiary Guarantor, addressed to the Agent, the Lenders and to Lenders’ Counsel, shall have been delivered to the Agent;

• 5.1.14 the Borrower shall have delivered to the Agent certificates of insurance acceptable to the Agent showing the Agent’s interest as loss payee and additional insured on all insurance policies that insure the assets to be secured by the Security;

• 5.1.15 the Lenders shall have received the audited consolidated financial statements of the Borrower for the Fiscal Year ended August 31, 2020 and the unaudited consolidated financial statement of the Borrower for the Fiscal Quarter ended February 28, 2021;

• 5.1.16 a Compliance Certificate, dated as of the last day of the most recently completed Fiscal Quarter, evidencing compliance with the financial covenants in Section 8.2 after giving effect to the incurrence of the 2021 Notes and the repayment of indebtedness under the Existing Credit Agreement from the proceeds therefrom shall have been delivered to the Lenders and the Agent;

• 5.1.17 the Agent and the Lenders will have received from the Borrower such information and documents as may be required to allow them to comply with Applicable Laws relating to “know your customer” requirements; and

• 5.1.18 the Agent shall have received such additional evidence, documents or undertakings as the Agent shall reasonably request to establish the consummation of the transactions contemplated hereby and be satisfied, acting reasonably, as to the taking of all

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proceedings in connection herewith in compliance with the conditions set forth in this Agreement.

All documents delivered pursuant to this Section 5.1 shall be in full force and effect, and in form and substance satisfactory to the Agent, acting reasonably.

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Conditions Precedent to all Advances

The obligation of the Lenders to make any Advance is subject to and conditional upon the following conditions precedents being satisfied by the Borrower:

• 5.2.1 the Agent shall have received a timely Advance Notice as required under Section 6.3;

• 5.2.2 except in the case of a Rollover or Conversion of an Advance for no longer than 30 days or one month, as applicable, (a “ Short Term Advance ”), the representations and warranties deemed to be repeated pursuant to Section 7.2 continue to be true and correct as if made on and as of the Drawdown Date and the Borrower shall have provided a certificate to such effect (provided that upon any immediately subsequent Rollover or Conversion of a Short Term Advance, such representations and warranties shall be deemed to be repeated and such certificate shall be provided and provided further that all representations and warranties shall be true and correct as of the date of the first Advance hereunder after the Effective Date);

• 5.2.3 except in the case of a Short Term Advance, no Event of Default or Pending Event of Default has occurred and is continuing on the Drawdown Date, or would result from making the Advance and the Borrower shall have provided a certificate to such effect (provided that upon any immediately subsequent Rollover or Conversion of a Short Term Advance, no Event of Default or Pending Event of Default shall have occurred and be continuing and such certificate shall be provided);

• 5.2.4 except in the case of a Short Term Advance, there shall not exist or have occurred a Material Adverse Change, and a senior officer of the Borrower shall have provided a certificate certifying as to the same; and

• 5.2.5 all other terms and conditions of this Agreement that have not been waived upon which the Borrower may obtain an Advance have been fulfilled.

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Waiver

The conditions set forth in Sections 5.1 and 5.2 are inserted for the sole benefit of the Lenders and may be waived by the Lenders, in whole or in part (with or without terms or conditions), in respect of any Advance, Conversion or Rollover without prejudicing the right of the Lenders at any time to assert such conditions in respect of any subsequent Advance, Conversion or Rollover.

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ARTICLE 6

ADVANCES

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Prime Rate, U.S. Base Rate and LIBOR Advances

• 6.1.1 Upon timely fulfilment of all applicable conditions as set forth in this Agreement, the Agent, in accordance with the procedures set forth in Section 6.4, will make the requested amount of a Prime Rate Advance, U.S. Base Rate Advance or LIBOR Advance available to the Borrower under the applicable Credit Facility on the Drawdown Date requested by the Borrower by crediting the Designated Account with such amount. Each Prime Rate Advance or U.S. Base Rate Advance shall be in an aggregate minimum amount of Cdn. $5,000,000 or U.S. $5,000,000, respectively, and in a whole multiple of Cdn. $100,000 or U.S. $100,000, respectively, except that such limits will not apply in respect of the first Advance under the Term Loan Facility. Each LIBOR Advance shall be in an aggregate minimum amount of U.S. $5,000,000 and in a whole multiple of U.S. $1,000,000, except that such limits will not apply in respect of the first Advance under the Term Loan Facility. The Borrower shall pay interest to the Agent for the account of the Lenders at such address as the Agent designates from time to time on any such Advances outstanding from time to time hereunder at the applicable rate of interest specified in Section 4.1.

• 6.1.2 Interest on Prime Rate Advances and U.S. Base Rate Advances shall be payable monthly on each Interest Payment Date or on the date of a Rollover or Conversion with another type of Advance. Interest on LIBOR Advances shall be payable on the last day of the applicable LIBOR Period and, if the LIBOR Period is longer than three months, on the third month after the date of the relevant LIBOR Advance. All interest shall accrue from day to day and shall be payable in arrears for the actual number of days elapsed from and including the date of Advance or the previous date on which interest was payable, as the case may be, to but excluding the date on which interest is payable, or the end of the LIBOR Period, as the case may be, both before and after maturity, default and judgment, with interest on overdue interest at the same rate payable on demand. Overdue interest with respect to a LIBOR Advance shall, upon the expiry of the LIBOR Period applicable to such LIBOR Advance, bear interest, payable on demand, calculated at the rates applicable to U.S. Base Rate Advances.

• 6.1.3 Interest calculated with reference to the Prime Rate and the U.S. Base Rate shall be calculated monthly on the basis of a year of 365 or 366 days, as the case may be. Interest calculated with reference to the LIBO Rate shall be calculated on the basis of a year of 360 days for a term equal to the applicable LIBOR Period or, if a LIBOR Period is longer than three months, every three months and at the end of such LIBOR Period. Each rate of interest which is calculated with reference to a period (the “ deemed interest period ”) that is less than the actual number of days in the calendar year of calculation is, for the purposes of the Interest Act (Canada), equivalent to a rate based on a calendar year calculated by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing by the number of days in the deemed interest period.

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Evidence of Indebtedness

The indebtedness of the Borrower resulting from Prime Rate Advances, BA Equivalent Loans, U.S. Base Rate Advances, LIBOR Advances, and Letters of Credit made by the Lenders shall be evidenced by records maintained by the Agent, and by each Lender concerning those Advances it has made. The Agent shall also maintain records of the indebtedness of the Borrower resulting from Advances by way of Bankers’ Acceptances, and each BA Lender shall also maintain records relating to Bankers’ Acceptances that it has accepted. The records maintained by each Lender shall constitute, in the absence of manifest error, prima facie evidence of the indebtedness of the Borrower to that Lender in respect of Advances it has made, and all details relating thereto. The failure of the Agent or any Lender to correctly record any such amount or date shall not, however, adversely affect the obligation of the Borrower to pay amounts due hereunder to the Lenders in accordance with this Agreement.

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Notice of Advances and Rollovers

• 6.3.1 The Borrower shall give the Agent irrevocable written notice, in the form attached as Schedule H (an “ Advance Notice ”), of any request for any Advance under the applicable Credit Facility, except an Advance by way of the issuance of a Letter of Credit which shall be given in the manner specified in Section 6.18 and except in respect of Swingline Advances. The Borrower shall also give the Agent irrevocable written notice of any Rollover of any Advance under a Credit Facility in the form of Schedule H.

• 6.3.2 Notice shall be given on the second Business Day prior to the date of any Advance or Rollover except that notice shall be given on the third Business Day prior to the date of (i) any proposed LIBOR Advance or Rollover of a LIBOR Advance, and (ii) any proposed Advance by way of Bankers’ Acceptances or Rollovers of Bankers’ Acceptances. Any permanent reduction of a Credit Facility shall only be effective on three Business Days’ notice in the form of Schedule D as required by Sections 3.4 and 3.5.4.

• 6.3.3 Notices shall be given not later than 12:00 noon (Toronto time) on the date for notice. Payments (other than those being made solely from the proceeds of Rollovers) must be made prior to 12:00 noon (Toronto time) on the date for payment. If a notice or payment is not given or made by those times, it shall be deemed to have been given or made on the next Business Day, unless all Lenders affected by the late notice or payment agree, in their sole discretion, to accept a notice or payment at a later time as being effective on the date it is given or made.

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Co-ordination of Prime Rate, U.S. Base Rate and LIBOR Advances

Each Lender shall advance its Proportionate Share of each Prime Rate Advance, U.S. Base Rate Advance and LIBOR Advance in accordance with the following provisions:

• 6.4.1 the Agent shall advise each Lender of its receipt of a notice from the Borrower pursuant to Section 6.3, on the day such notice is received and shall, as soon as possible, advise each Lender of such Lender’s Proportionate Share of any Advance requested by such notice;

• 6.4.2 each Lender shall deliver its Proportionate Share of the Advance to the Agent not later than 1:00 p.m. (Toronto time) on the Drawdown Date; and

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• 6.4.3 when the Agent determines that all the conditions precedent to an Advance specified in this Agreement have been met, it shall advance to the Borrower the amount delivered by each Lender by crediting the Designated Account, but if the conditions precedent to the Advance are not met by 2:30 p.m. (Toronto time) on the Drawdown Date, the Agent shall return the funds to the Lenders or invest them in an overnight investment for the benefit of the Lenders in the Agent’s discretion, acting reasonably, until such time as the Advance is made.

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Power of Attorney Regarding Bankers’ Acceptances

In order to facilitate the issuance of Bankers’ Acceptances pursuant to this Agreement, the Borrower authorizes each of the BA Lenders to complete and sign drafts on its behalf in handwritten form or by facsimile or mechanical signature or otherwise and, once so completed and signed, to accept them as Bankers’ Acceptances under this Agreement and then purchase, discount or negotiate them in accordance with the provisions of this Article 6. Drafts so completed and signed, and negotiated on behalf of the Borrower by any BA Lender shall bind the Borrower as fully and effectively as if those acts were performed by an authorized officer of the Borrower.

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Size and Maturity of Bankers’ Acceptances and Rollovers

Each Advance of Bankers’ Acceptances shall be in an aggregate amount of not less than Cdn. $5,000,000 and in a whole multiple of Cdn. $1,000,000 (which minimum amounts shall include BA Equivalent Loans, if applicable), and each Bankers’ Acceptance shall be in the amount of Cdn. $100,000 or whole multiples thereof, provided that such Cdn. $100,000 limit will not apply to the first advance under the Term Loan Facility. Each Bankers’ Acceptance and BA Equivalent Loan shall have a term of 1, 2 or 3 months, but no Bankers’ Acceptance may mature on a date which is not a Business Day or on a date which is later than the Revolving Facility Maturity Date or the Term Loan Maturity Date, as applicable. The face amount at maturity of a Bankers’ Acceptance may be rolled over.

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Co-ordination of BA Advances

Each Lender shall advance its Proportionate Share of each Advance by way of Bankers’ Acceptances in accordance with the provisions set forth below.

• 6.7.1 The Agent, promptly following receipt of an Advance Notice from the Borrower pursuant to Section 6.3, requesting an Advance by way of Bankers’ Acceptances, shall (i) advise each BA Lender of the aggregate face amount of the Bankers’ Acceptances to be accepted by it and (ii) advise each Non-BA Lender of the face amount of its Notional Bankers’ Acceptance. The aggregate face amount of Bankers’ Acceptances to be accepted by a BA Lender, and the face amount of the Notional Bankers’ Acceptance for each Non-BA Lender, shall be determined by the Agent by reference to the respective Commitments of the Lenders under the Revolving Facility or the Term Loan Facility, as the case may be, except that, if the face amount of a Bankers’ Acceptance in the case of a BA Lender or the face amount of the Notional Bankers’ Acceptance used to determine the amount of a BA Equivalent Loan in the case of a Non-BA Lender would not be Cdn. $100,000 or a whole multiple thereof, the face amount shall be increased or reduced by the Agent in its sole discretion to the nearest whole multiple of Cdn. $100,000 provided that the aggregate of all such amounts increased at any time shall not exceed Cdn. $200,000 in the aggregate per Lender. No increase in the face amount of a Bankers’ Acceptance or BA Equivalent Loan may have the effect of causing the aggregate amount

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of a Lender’s Advances to exceed such Lender’s Commitment under the applicable Credit Facility.

• 6.7.2 Whenever the Borrower requests an Advance that includes Bankers’ Acceptances, each Non-BA Lender shall, in lieu of accepting its pro rata amount of such Bankers’ Acceptances, make available to the Borrower on the Drawdown Date a loan (a “ BA Equivalent Loan ”) in Canadian Dollars and in an amount equal to the BA Discount Proceeds of the Bankers’ Acceptances (which Bankers’ Acceptances are referred to herein collectively as the “ Notional Bankers’ Acceptances ”) that Non-BA Lender would have been required to accept on the Drawdown Date if it were a BA Lender. Each Non-BA Lender shall also be entitled to deduct from the BA Equivalent Loan an amount equal to the Bankers’ Acceptance Fee that would have been applicable to the Notional Bankers’ Acceptance had it been a Bankers’ Acceptance.

• 6.7.3 Subject to a Marketing Election not having been made pursuant to Section 6.7.4, each Lender shall transfer to the Agent at the Branch of Account for value on each Drawdown Date immediately available Canadian Dollars in an aggregate amount equal to (i) the BA Discount Proceeds of all Bankers’ Acceptances accepted by it on such Drawdown Date (net of the applicable Bankers’ Acceptance Fee in respect of such Bankers’ Acceptances), or (ii) the amount of each BA Equivalent Loan (net of the applicable Bankers’ Acceptance Fee in respect of such BA Equivalent Loan) to be made by it on such Drawdown Date. Provided that no costs in excess of costs associated with payment at the Branch of Account would be incurred by the Borrower or any of the Lenders, the Agent may designate such other offices in Toronto as it may see fit for the purposes referred to in the preceding sentence. The Agent shall make such amounts received by it from the Lenders as aforesaid available to the Borrower by depositing the same for value on the applicable Drawdown Date to the Designated Account.

• 6.7.4 The Borrower may at any time during the term hereof, make a written election to the Agent (the “ Marketing Election ”) to market Bankers’ Acceptances pursuant to this Section 6.7.4. A Marketing Election shall be irrevocable with respect to any individual Advance by way of Bankers’ Acceptance. At no time after making a Marketing Election will the Borrower be entitled to require the Lenders to purchase Bankers’ Acceptances by making available to the Agent the BA Discount Proceeds in accordance with Section 6.7.3. In the event that a Marketing Election is made, the Borrower shall:

• (a) advise the Agent forthwith after a sale of Bankers’ Acceptances of all particulars of sale for the Lenders who are not Non-BA Lenders, including the term, face amount, yield, price, number and denomination of drafts and the purchase of such Bankers’ Acceptances and, if available, the amount of BA Discount Proceeds derived therefrom;

• (b) after being advised of the particulars of sale referred to in (a) above, the Agent shall advise each of the applicable BA Lenders and Non-BA Lenders of such particulars; and

• (c) the Agent shall advise each of the Non-BA Lenders of the BA Discount Rate, the BA Discount Proceeds and the Bankers’ Acceptance Fee on account of their respective Notional Bankers’ Acceptances.

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Prohibited Use of Bankers’ Acceptances and BA Equivalent Loans

The Borrower shall not enter into any agreement or arrangement of any kind with any person to whom Bankers’ Acceptances have been delivered whereby the Borrower undertakes to replace such Bankers’ Acceptances on a continuing basis with other Bankers’ Acceptances, nor shall the Borrower directly or indirectly take, use or provide Bankers’ Acceptances as security for loans or advances from any other person.

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Payment of Bankers’ Acceptances and BA Equivalent Loans

The Borrower shall provide for the payment to the Agent at the Branch of Account for the account of the applicable BA Lenders or Non-BA Lenders, as the case may be, of the full face amount of each Bankers’ Acceptance and BA Equivalent Loan on the earlier of (i) its date of maturity and (ii) the date on which the Agent, on behalf of the Lenders, gives notice to the Borrower pursuant to Section 10.2.

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Deemed Advance – Bankers’ Acceptances

Except for amounts that are paid from the proceeds of Rollovers of a Bankers’ Acceptance or BA Equivalent Loan or other Advance hereunder, any amount which a Lender pays to any third party on or after the date of maturity of a Bankers’ Acceptance in satisfaction thereof or which is owing to the Lender by the Borrower in respect of such a Bankers’ Acceptance or BA Equivalent Loan on or after the date of maturity of such a Bankers’ Acceptance or BA Equivalent Loan, shall be deemed to be a Prime Rate Advance to the Borrower under this Agreement. Each Lender shall forthwith give notice of the making of such a Prime Rate Advance to the Agent (which shall promptly give similar notice to the Borrower and the other Lenders). Interest shall be payable on such Prime Rate Advances in accordance with the terms then applicable to Prime Rate Advances.

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Waiver - Bankers’ Acceptances

The Borrower shall not claim from a Lender any days of grace for the payment at maturity of any Bankers’ Acceptances presented and accepted by the Lender pursuant to this Agreement. The Borrower waives any defence to payment which might otherwise exist if for any reason a Bankers’ Acceptance shall be held by a Lender in its own right at the maturity thereof, and the doctrine of merger shall not apply to any Bankers’ Acceptance that is at any time held by a Lender in its own right.

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Degree of Care – Bankers’ Acceptances

Any executed drafts to be used as Bankers’ Acceptances which are delivered to a Lender shall be held in safekeeping with the same degree of care as if they were the Lender’s own Property, and shall be kept at the place at which such drafts are ordinarily held by such Lender.

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Indemnity – Bankers’ Acceptances

The Borrower shall indemnify and hold each BA Lender harmless from any loss or expense (other than loss of profit) with respect to any Bankers’ Acceptance dealt with by the Lenders, or any of them, in accordance with the provisions hereof, but shall not be obliged to indemnify a Lender for any loss or expense caused by the negligence or wilful misconduct of that Lender.

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Obligations Absolute – Bankers’ Acceptances

The obligations of the Borrower with respect to Bankers’ Acceptances under this Agreement shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following circumstances:

• (i) any lack of validity or enforceability of any draft accepted by a Lender as a Bankers’ Acceptance; or

• (ii) the existence of any claim, set-off, defence or other right which the Borrower may have at any time against the holder of a Bankers’ Acceptance, a Lender or any other person or entity, whether in connection with this Agreement or otherwise.

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Market Disruption for Bankers’ Acceptances and Prime Rate Advances

• 6.15.1 If the Majority Lenders, at any time or from time to time, determine that

• (a) in respect of Advances made by way of Bankers’ Acceptance, for any reason (i) a market for bankers’ acceptances does not exist, (ii) the Lenders cannot for other reasons, after reasonable efforts, readily sell bankers’ acceptances or perform their other obligations under this Agreement with respect to Bankers’ Acceptances, (iii) CDOR, (together with any applicable additional percentage as may apply pursuant to the definition of BA Discount Rate), does not adequately and fairly reflect the cost to a Lender of funding such Advances as determined by each such Lender in good faith, or (iv) CDOR is unavailable and cannot be determined and to the extent Section 6.20.1 does not otherwise apply, or

• (b) in respect of Advances made by way of Prime Rate Advances that (i) the Prime Rate at such time does not adequately and fairly reflect the cost to a Lender of funding such Advance as determined by such Lender in good faith, or (ii) CDOR is unavailable or cannot be determined and to the extent Section 6.20.1 does not otherwise apply,

any of the foregoing in clauses (a) or (b), being a “ Market Disruption Event ”, then in any such case, the Agent will promptly so notify the Borrower and each Lender.

• 6.15.2 After the notification in Section 6.15.1 is given,

• (a) in respect of Advances made by way of Bankers’ Acceptances, the Borrower’s right to request Advances by way of Bankers’ Acceptance shall be and remain suspended until the Majority Lenders determine, acting reasonably, and the Agent notifies the Borrower and each Lender, that either the Market Disruption Event no longer exists or that a substitute BA Discount Rate has been established pursuant to the provisions below in clauses (c) and (d), and

• (b) in respect of Prime Rate Advances, the Prime Rate for all Lenders affected by the Market Disruption Event (the “ Affected Lenders ”), will be the Market Disruption Prime Rate until the Agent notifies the Borrower and each Lender that the Market Disruption Event no longer exists or that a substitute Prime Rate has been established pursuant to the provisions below in clauses (c) and (d).

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In addition to the immediately preceding clauses (a) and (b) above:

• (c) the Borrower and the Agent will negotiate (for a period of not more than 30 days from the date the Agent notifies the Borrower and each Lender that a Market Disruption Event has occurred) in order to agree on a substitute BA Discount Rate or to determine a substitute Prime Rate, as applicable. Any such substitute rate (which may or may not have recourse to the Market Disruption Prime Rate) agreed upon pursuant to the foregoing sentence will, with the prior consent of each of the Affected Lenders and the Borrower, be binding on all Affected Lenders;

• (d) provided that if no agreement in clause (c) immediately above is reached, the substitute BA Discount Rate or the substitute Prime Rate, as the case may be, will be the rate as notified to the Borrower by each Affected Lender, accompanied by a certificate of such Affected Lender setting out the substitute BA Discount Rate or the substitute Prime Rate, as the case may be, to apply to Advances by way of Bankers Acceptance, and accompanied by reasonable explanations and calculations, provided that such substitute rate will not exceed the average of the relevant rates of Lenders that are not Affected Lenders by more than 1.50%.

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LIBOR Periods

The Borrower may select, by irrevocable notice to the Agent, the LIBOR Period to apply to any particular LIBOR Advance. No LIBOR Period may end on a date which is not a Business Day, or after the later of the Revolving Facility Maturity Date and the Term Loan Maturity Date. The Borrower shall from time to time select and give notice to the Agent of the LIBOR Period for a LIBOR Advance which shall commence upon the making of the LIBOR Advance or at the expiry of any outstanding LIBOR Period applicable to a LIBOR Advance that is being rolled over. If the Borrower fails to select and give the Agent notice of a LIBOR Period for a LIBOR Advance in accordance with Section 6.3, the Lenders shall be deemed to have made a U.S. Base Rate Advance to the Borrower.

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Termination of LIBOR Advances

• 6.17.1 If at any time a Lender determines, acting reasonably, (which determination shall be conclusive and binding on the Borrower) that:

• (a) adequate and reasonable means do not exist for ascertaining the LIBO Rate applicable to a LIBOR Advance and to the extent Section 6.21 does not otherwise apply;

• (b) the LIBO Rate does not adequately reflect the effective cost to the Lender of making or maintaining a LIBOR Advance; or

• (c) it cannot readily obtain or retain funds in the London interbank market in order to fund or maintain any LIBOR Advance or cannot otherwise perform its obligations hereunder with respect to any LIBOR Advance,

then the Lender shall inform the Agent and upon at least four Business Days’ written notice by the Agent to the Borrower,

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• (d) the right of the Borrower to request LIBOR Advances from that Lender shall be and remain suspended until the Agent notifies the Borrower that any condition causing such determination no longer exists, and

• (e) if the Lender is prevented from maintaining a LIBOR Advance, the Borrower shall, at its option, either repay the LIBOR Advance to that Lender or make a Conversion of the LIBOR Advance into other forms of Advance that are permitted by this Agreement, and the Borrower shall not be responsible for any loss or expense that the Lender incurs as a result, including breakage costs, notwithstanding that such repayment or conversion does not occur on the last day of a LIBOR Period.

• 6.17.2 If at any time the Agent determines that the LIBO Rate is not determinable pursuant to clause (a) or (b) in the definition of “LIBO Rate” and to the extent Section 6.21 does not otherwise apply, the Agent shall notify the Borrower, and the right of the Borrower to request LIBOR Advances for such period shall be and shall remain suspended until the Agent notifies the Borrower that any condition causing such determination no longer exists. If the Borrower does not advise the Agent of an alternate type of Advance as a substitute for such LIBOR Advance, the Borrower shall be deemed to have elected, or converted into, as the case may be, a U.S. Base Rate Advance.

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Letters of Credit

• 6.18.1 If the Borrower wishes to request that a Letter of Credit be issued under the Revolving Facility, the Borrower will, at the time it delivers an Advance Notice, execute and deliver to the applicable Issuing Lender such Issuing Lender’s usual documentation relating to the issuance and administration of letters of credit. In the event of any inconsistency between the terms of such documentation and this Agreement, the terms of this Agreement will prevail. The Advance Notice shall be given to the Issuing Lender on or before the third Business Day prior to the date of any Letter of Credit issuance.

• 6.18.2 Each Lender that has a Commitment under the Revolving Facility (each reference to a Lender in this Section 6.18 being to such a Lender only) will be deemed to have purchased, without recourse, a participation from the applicable Issuing Lender, in each Letter of Credit issued by such Issuing Lender, in each case equal to such Lender’s Proportionate Share of each such Letter of Credit. Each such Lender will indemnify and save harmless the applicable Issuing Lender based on its Proportionate Share against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, payments or disbursements of any and every kind or nature whatsoever that may be imposed on, made or incurred by or asserted against such Issuing Lender in any way related to or arising out of any issuance of a Letter of Credit by such Issuing Lender (including any payment made under any such Letter of Credit and any Prime Rate Advance deemed to have been made available by such Issuing Lender pursuant to Section 6.18.6), except for any such liabilities resulting from the gross negligence or wilful misconduct of such Issuing Lender.

• 6.18.3 Each Letter of Credit issued by an Issuing Lender will be in a form and on such terms as determined by such Issuing Lender in its sole and unfettered discretion.

• 6.18.4 No Letter of Credit may be issued for a period in excess of 365 days or beyond the Revolving Facility Maturity Date.

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• 6.18.5 If, at any time, a demand for payment (the amount so demanded being herein referred to as a “ relevant amount ”) is made under any Letter of Credit and notification thereof is given by an Issuing Lender to the Agent, then:

• (a) the Agent will

  • (i) promptly notify the Borrower and each of the Revolving Facility Lenders of such demand, and

  • (ii) make demand on each Revolving Facility Lender for an amount equal to its Proportionate Share of the relevant amount;

• (b) on the second Business Day following the date of the demand made by the Agent under (a) above, each Revolving Facility Lender will pay to the Agent the amount demanded of it pursuant to (a)(ii) above; and

• (c) the Agent will pay the relevant amount to the applicable Issuing Lender and such Issuing Lender will pay the relevant amount together with the balance of the amount demanded to the Person entitled thereto on the date upon which the relevant amount becomes payable under the Letter of Credit or as soon as possible thereafter.

• 6.18.6 The Borrower will be deemed to have requested a Prime Rate Advance in an amount equal to the sum of the relevant amount and all charges and expenses incurred by each Issuing Lender and the other Revolving Facility Lenders in connection with payment under the Letter of Credit.

• 6.18.7 The Borrower hereby undertakes to indemnify and hold harmless the Agent, the Issuing Lenders and each of the Revolving Facility Lenders from time to time on demand by the Agent from and against all liabilities and costs (including any costs incurred in funding any amount that falls due from any Issuing Lender or any other Revolving Facility Lender under any Letter of Credit hereunder) to the extent that such liabilities or costs are not satisfied or compensated by the payment of interest on sums due pursuant to this Agreement in connection with any Letter of Credit except where such liabilities or costs result from the gross negligence or wilful misconduct of the Person claiming indemnification.

• 6.18.8 Each of the Issuing Lenders will at all times be entitled, and is irrevocably authorized by the Borrower, to make any payment under a Letter of Credit for which a request or demand has been made in the required form without any further reference to the Borrower and any investigation or enquiry, need not concern itself with the propriety or validity of any claim made or purported to be made under the terms of such Letter of Credit (except as to compliance with the payment conditions of such Letters of Credit) and will be entitled to assume that any Person expressed in such Letter of Credit as being entitled to make demand or receive payments thereunder is so entitled. Accordingly, so long as a request or demand has been made as aforementioned, it will not be a defence to any demand made of the Borrower hereunder, nor will the obligations of the Borrower hereunder be impaired by the fact (if it be the case) that the applicable Issuing Lender was or might have been justified in refusing payment, in whole or in part, of the amounts so claimed.

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• 6.18.9 A certificate of the Agent or the applicable Issuing Lender or both of them as to the amounts paid by any Revolving Facility Lender pursuant to this Section for the amount paid under any Letter of Credit will, in the absence of manifest error, be prima facie evidence of the existence and amount of such payment in any legal action or proceeding arising out of or in connection herewith.

• 6.18.10 While any Letter of Credit is outstanding, the Borrower will pay to the Agent, for the benefit of the applicable Issuing Lender, the Letter of Credit Fee. Letter of Credit Fees, less a fronting fee calculated with respect to each Letter of Credit in the same manner as Letter of Credit Fees but at a fixed rate of [redacted text]% per annum payable to the applicable Issuing Lender only, shall be promptly distributed by the Agent to the Revolving Facility Lenders based on their respective Proportionate Share of the Revolving Facility. [ Redacted text indicates the rate of the fronting fee. ]

• 6.18.11 If any Letter of Credit is outstanding upon the occurrence of an Event of Default or on the Revolving Facility Maturity Date, the provisions of Sections 10.2 and 10.3 will apply.

• 6.18.12 The obligations of the Borrower with respect to Letters of Credit will be unconditional and irrevocable, and must be paid or performed strictly in accordance with the terms of this Agreement under all circumstances, including the following circumstances:

• (a) any lack of validity or enforceability of any Credit Document or the Letters of Credit;

• (b) any amendment or waiver of or any consent to or actual departure from this Agreement;

• (c) the existence of any claim, set-off, defence or other right which the Borrower may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for which any such beneficiary or any such transferee may be acting), the applicable Issuing Lender or any other Person or entity, whether in connection with this Agreement, the transactions contemplated herein or in any other agreements or any unrelated transactions;

• (d) any document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect except for non-compliance with the payment conditions of such Letter of Credit; or

• (e) any other circumstance whatsoever, whether or not similar to any of the foregoing.

• 6.18.13 At the option of the applicable Issuing Lender, either the Uniform Customs and Practice for documentary credits or International Standby Practices , each published by the International Chamber of Commerce, current on the issue of each Letter of Credit will be binding on the Borrower, the Lenders and the applicable Issuing Lender with respect to each such Letter of Credit. The Borrower assumes all risks of the acts or omissions of the beneficiary of each Letter of Credit with respect to such Letter of Credit. In furtherance of, and not in limitation of, the applicable Issuing Lender’s rights and powers under such Uniform Customs and Practice or International Standby Practices , as applicable, but subject to all other provisions of this Section, it is understood that the Issuing Lenders

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• will not have any liability for, and that the Borrower assumes all responsibility for: (i) the genuineness of any signature, (ii) the form, validity, genuineness, falsification and legal effect of any draft, certification or other document required by a Letter of Credit or the authority of the Person signing the same, (iii) the failure of any instrument to bear any reference or adequate reference to a Letter of Credit or the failure of any Person to note the amount of any instrument on the reverse of a Letter of Credit or to surrender a Letter of Credit, (iv) the good faith or acts of any Person other than the applicable Issuing Lender and its agents and employees, (v) the existence, form or sufficiency or breach or default under any agreement or instrument of any nature whatsoever, (vi) any delay in giving or failure to give any notice, demand or protest, and (vii) any error, omission, delay in or non-delivery of any notice or other communication, however sent. The determination as to whether the required documents are presented prior to the expiration of a Letter of Credit and whether such other documents are in proper and sufficient form for compliance with a Letter of Credit will be made by the applicable Issuing Lender in its sole discretion, which determination will be conclusive and binding upon the Borrower absent manifest error. It is agreed that the applicable Issuing Lender may honour, as complying with the terms of a Letter of Credit and this Agreement, any documents otherwise in order and signed or issued by the beneficiary thereof. Any action, inaction or omission on the part of an Issuing Lender under or in connection with any Letter of Credit or any related instrument or document, if in good faith and in conformity with such laws, regulations or commercial or banking customs as such Issuing Lender may reasonably deem to be applicable, will be binding upon the Borrower, and will not affect, impair or prevent the vesting of any of such Issuing Lender’s rights or powers hereunder or the Borrower’s obligation to make full reimbursement of amounts drawn under the Letters of Credit. Notwithstanding the provisions of this Section, the Borrower will not be responsible, and no Person will be relieved of responsibility, for any gross negligence or wilful misconduct of such Person.

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Rollovers and Conversions Not Repayment

A Rollover or Conversion hereunder shall not constitute a repayment and re-advance of an Advance, but shall only reflect a change in the rate or method of calculating interest, or the currency of an outstanding Advance, or both. Conversions are only permitted pursuant to Sections 6.17.1(e) and 6.17.2.

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Special Provisions Regarding Prime Rate Advances, Bankers’ Acceptances and BA Equivalent Loans

• 6.20.1 CDOR Discontinuation

• (a) If the Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Majority Lenders notify the Agent that the Borrower or Majority Lenders (as applicable) have determined that:

  • (i) adequate and reasonable means do not exist for ascertaining CDOR, including because the Reuters Screen CDOR page is not available or published on a current basis for the applicable period and such circumstances are unlikely to be temporary;

  • (ii) the administrator of the CDOR or a Governmental Authority having jurisdiction has made a public statement identifying a specific date after

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which CDOR will permanently or indefinitely cease to be made available or permitted to be used for determining the interest rate of loans;

• (iii) a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which CDOR shall no longer be permitted to be used for determining the interest rate of loans (each such specific date in clause (ii) above and in this clause (iii) a “ CDOR Scheduled Unavailability Dat e”); or

• (iv) syndicated loans currently being executed, or that include language similar to that contained in this Section 6.20.1, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace CDOR,

then reasonably promptly after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Agent and the Borrower may mutually agree upon a successor rate to CDOR, and the Agent and the Borrower may amend this Agreement to replace CDOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein ), giving due consideration to any evolving or then existing convention for similar Canadian Dollars denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “ CDOR Successor Rate ”), together with any proposed CDOR Successor Rate conforming changes and any such amendment shall become effective at 5:00 p.m. (Toronto time) on the fifth Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Majority Lenders have delivered to the Agent written notice that such Majority Lenders do not accept such amendment.

• (b) If no CDOR Successor Rate has been determined and the circumstances under clause 6.20.1(a)(i) above exist or a CDOR Scheduled Unavailability Date has occurred (as applicable), the Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Bankers’ Acceptances and BA Equivalent Loans, shall be suspended (to the extent of the affected Bankers’ Acceptances, BA Equivalent Loans, or applicable periods). Upon receipt of such notice, the Borrower may revoke any pending request for an Advance of, conversion to or rollover of Bankers’ Acceptances or BA Equivalent Loans, (to the extent of the affected Bankers’ Acceptances, BA Equivalent Loans, or applicable periods) or, failing that, will be deemed to have converted such request into a request for an Advance of Prime Rate Advances (subject to the foregoing clause (b)) in the amount specified therein.

• (c) Notwithstanding anything else herein, any definition of the CDOR Successor Rate (exclusive of any margin) shall provide that in no event shall such CDOR Successor Rate be less than zero for the purposes of this Agreement. In addition, CDOR shall not be included or referenced in the definition of Prime Rate.

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Special Provisions Regarding LIBOR Advances

• 6.21.1 Benchmark Replacement Setting

• (a) Benchmark Replacement .

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• (i) Notwithstanding anything to the contrary herein or in any other Credit Document (and any Hedge Agreement shall be deemed not to be a “Credit Document” for purposes of this Section 6.21), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (i) or (ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document and (y) if a Benchmark Replacement is determined in accordance with clause (iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5[th] ) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders.

• (ii) Notwithstanding anything to the contrary herein or in any other Credit Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then Term SOFR will replace the then-current Benchmark for all purposes hereunder or under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document; provided that this clause (ii) shall not be effective unless the Agent has delivered to the Lenders and the Borrower a Term SOFR Notice.

• (b) Benchmark Replacement Conforming Changes . In connection with the implementation of a Benchmark Replacement (including, for the avoidance of doubt, in connection with the occurrence of a Term SOFR Transition Event), the Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document.

• (c) Notices; Standards for Decisions and Determinations . The Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as

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applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 6.21 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 6.21.

• (d) Unavailability of Tenor of Benchmark . Notwithstanding anything to the contrary herein or in any other Credit Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or the LIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Agent may modify the definition of “LIBOR Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Agent may modify the definition of “LIBOR Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

• (e) Benchmark Unavailability Period . Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a LIBOR Advance of, conversion to or continuation of LIBOR Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for an Advance of or conversion to U.S. Base Rate Advances. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the U.S. Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the U.S. Base Rate.

• (f) No Agent Liability . The Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (i) the administration of, submission of, calculation of or any other matter related to any Benchmark, any component definition thereof or rates referenced in the definition thereof or any alternative, comparable or successor rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative,

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comparable or successor rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, such Benchmark or any other Benchmark, or (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes.

• (g) Certain Defined Terms . As used in this Section 6.21:

“ Available Tenor ” means, as of any date of determination and with respect to the thencurrent Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of a LIBOR Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “LIBOR Period” pursuant to clause (d) of this Section 6.21.

“ Benchmark ” means, initially, the LIBO Rate; provided that if a Benchmark Transition Event or an Early Opt-in Election or a Term SOFR Transition Event, as applicable, and its related Benchmark Replacement Date have occurred with respect to the LIBO Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (a) of this Section 6.21.

“ Benchmark Replacement ” means:

• (a) in the case of any Benchmark Transition Event or Early Opt-in Election, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Agent for the applicable Benchmark Replacement Date:

• (i) the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;

• (ii) the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;

• (iii) the sum of: (a) the alternate benchmark rate that has been selected by the Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment;

provided that, in the case of clause (i), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion or

• (b) in the case of a Term SOFR Transition Event, the sum of (x) Term SOFR and (y) the related Benchmark Replacement Adjustment.

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If the Benchmark Replacement as determined pursuant to clauses (a)(i), (ii) or (iii), or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Credit Documents.

“ Benchmark Replacement Adjustment ” means, with respect to any replacement of the then- current Benchmark with an Unadjusted Benchmark Replacement for any applicable LIBOR Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:

• (a) for purposes of clauses (a)(i) and (ii) and clause (b) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined by the Agent:

• (i) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such LIBOR Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor;

• (ii) the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such LIBOR Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and

• (b) for purposes of clause (a)(iii), of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar- denominated syndicated credit facilities; provided that, in the case of clause (a) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Agent in its reasonable discretion.

“ Benchmark Replacement Conforming Changes ” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “U.S. Base Rate,” the definition of “Business Day,” the definition of “LIBOR Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Agent in a manner substantially consistent

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with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Credit Documents).

“ Benchmark Replacement Date ” means the earliest to occur of the following events with respect to the then-current Benchmark:

• (a) in the case of clauses (a) or (b) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof);

• (b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein;

• (c) in the case of a Term SOFR Transition Event, the date that is ten Business Days after the Agent has provided the Term SOFR Notice to the Lenders and the Borrower pursuant to Section 6.21.1(a)(ii); or

• (d) in the case of an Early Opt-in Election, the sixth (6[th] ) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5[th] ) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Majority Lenders.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“ Benchmark Transition Event ” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

• (a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

• (b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board of Governors of the Federal Reserve System, the Federal Reserve

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Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

• (c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“ Benchmark Unavailability Period ” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (a) or (b) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Credit Document in accordance with this Section 6.21 and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Credit Document in accordance with this Section 6.21.

“ Corresponding Tenor ” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“ Daily Simple SOFR ” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Agent decides that any such convention is not administratively feasible for the Agent, then the Agent may establish another convention in its reasonable discretion.

“ Early Opt-in Election ” means, if the then-current Benchmark is the LIBO Rate, the occurrence of:

• (a) a notification by the Agent to (or the request by the Borrower to the Agent to notify) each of the other parties hereto that at least five currently outstanding U.S. dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and

• (b) the joint election by the Agent and the Borrower to trigger a fallback from the LIBO Rate and the provision by the Agent of written notice of such election to the Lenders.

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“ Floor ” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the LIBO Rate.

“ ISDA Definitions ” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

“ Reference Time ” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the LIBO Rate, 11:00 a.m. (London time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not the LIBO Rate, the time determined by the Agent in its reasonable discretion.

“ Relevant Governmental Body ” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“ SOFR ” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.

“ SOFR Administrator ” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“ SOFR Administrator’s Website ” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“ Term SOFR ” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“ Term SOFR Notice ” means a notification by the Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition Event.

“ Term SOFR Transition Event ” means the determination by the Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, and is determinable for each Available Tenor and (b) the administration of Term SOFR is administratively feasible for the Agent.

“ Unadjusted Benchmark Replacement ” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

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ARTICLE 7

REPRESENTATIONS AND WARRANTIES

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Representations and Warranties

The Borrower represents and warrants to the Lenders and the Agent that:

• 7.1.1 Corporate Status – each Restricted Party is duly incorporated or formed and is validly existing under the laws of the jurisdiction of its incorporation or formation and has the power and authority to enter into and perform its obligations under the Credit Documents to which it is a party;

• 7.1.2 Corporate Authority – each Restricted Party has the necessary power and authority to own its assets and Property and to conduct the businesses in which it is currently engaged;

• 7.1.3 Duly Licensed – each Restricted Party is duly licensed, registered or qualified in all jurisdictions where the character of its assets and Property owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary or desirable, except where failure to do so would not result in a Material Adverse Change;

• 7.1.4 Ownership of Secured Subsidiaries – as of the date set forth on Schedule I, except as set forth in Schedule I or as consented to by the Majority Lenders, it or a Secured Subsidiary owns all of the issued and outstanding shares of each other Secured Subsidiary;

• 7.1.5 Regulatory Approvals - no Restricted Party requires any Permits, CRTC Licences or CRTC Approvals to enter into and perform its respective obligations under any Credit Document, or to conduct the business in which such Restricted Party is currently engaged, other than the Permits, CRTC licenses and CRTC Approvals currently held, all of which are in good standing in all material respects;

• 7.1.6 Valid Authorization - the entering into and the performance of the Credit Documents by each of the Borrower, each Secured Subsidiary and each Required Pledgor (i) have been duly authorized by all necessary corporate or partnership action on the part of such Restricted Party, (ii) do not, and will not, violate the Constating Documents of such Restricted Party, any Applicable Law, or any resolutions passed by the board of directors or shareholders of such Restricted Party, (iii) do not, and will not, result in a breach of, or constitute a default under, any of the Material Contracts or Permits of such Restricted Party and (iv) do not result in any Encumbrances other than Permitted Encumbrances;

• 7.1.7 No Restrictions - its Constating Documents do not contain restrictions on the power of its directors to borrow money; and the Constating Documents of the Secured Subsidiaries and the Required Pledgors do not contain any restrictions on their power to grant guarantees of indebtedness or grant Security therefor;

• 7.1.8 Validity of Credit Documents and Enforceability - the Credit Documents have been duly executed and delivered and constitute legal, valid and binding obligations enforceable against the Borrower, the Secured Subsidiaries and the Required Pledgors that are parties thereto in accordance with their respective terms and, where applicable, constitute legal,

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valid and enforceable security upon the assets to be Encumbered thereby, subject only to Permitted Encumbrances and applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally;

• 7.1.9 Absence of Litigation - as of the date of this Agreement, there are no litigation, arbitration or administrative proceedings outstanding and, to the knowledge of the Restricted Parties, after having made reasonable inquiry, there are no proceedings pending or threatened, against the Restricted Parties or any predecessor of any of them which can reasonably be expected to result in a judgment or award against the Restricted Parties that would reasonably be expected to result in a Material Adverse Change other than as disclosed on Schedule J;

• 7.1.10 No Event of Default or Pending Event of Default - no Event of Default or Pending Event of Default has occurred and is continuing;

• 7.1.11 No Violation – to the knowledge of the Restricted Parties, after having made reasonable inquiry, none of the Restricted Parties as of the date of this Agreement, is (i) in violation of any term of its Constating Documents or (ii) in material violation of any Applicable Law or any of its Material Contracts or Permits;

• 7.1.12 Financial Position – each of the quarterly and annual financial statements that have been furnished to the Agent and the Lenders, or any of them, in connection with this Agreement are complete in all material respects and fairly present its financial position as of the dates referred to therein and have been prepared in accordance with GAAP;

• 7.1.13 No Liabilities – no Restricted Party has material liabilities (contingent or other) or other obligations of the type required to be disclosed in accordance with GAAP which are not fully disclosed in its audited financial statements for the Fiscal Year ended August 31, 2020 or such dates audited financial statements delivered pursuant hereto or otherwise disclosed in writing to the Agent and the Lenders;

• 7.1.14 Non-Default Under Debt Obligations or Encumbrances – no Restricted Party is in default in any material respect under any of its Debt obligations or under any Encumbrances relating to it;

• 7.1.15 Title to Property – each of the Borrower and the Secured Subsidiaries has, or when it executes and delivers the Security will have, in the case of real Property, good and marketable title to such Property, or, in the case of leasehold interests, a valid leasehold title to such Property, and when it executes and delivers the Security will be, the owner or lessee of, the assets and Property that are material to the applicable Restricted Party and are subject to the Security free and clear of any Encumbrance (subject to Permitted Encumbrances) on any such assets and Property and no Person has any agreement or right to acquire any interests in such assets and Property except pursuant to such Restricted Party’s Material Contracts or a transaction which such Restricted Party is permitted to enter into pursuant to Section 8.4.4; the Borrower, the Secured Subsidiaries and the Required Pledgors own all of the ownership interests pledged by each of them hereunder and when each executes and delivers the Security, such ownership interests will be, free and clear of any Encumbrance on such pledged ownership interests and no Person has any agreement or right to acquire any interests in such pledged ownership interests except pursuant to the Material Contracts of such Restricted Parties or a

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transaction to which such Restricted Party is permitted to enter into pursuant to Section 8.4.4;

• 7.1.16 Taxes – each Restricted Party has filed or caused to be filed all federal, provincial, local and foreign returns, filings, elections and reports which to its knowledge are required to be filed by it in respect of all Taxes and has paid or caused to be paid all Taxes as may be required by law and in accordance with any assessment or demand for payment received by it to the extent that such Taxes have become due, except such Taxes (i) as do not exceed Cdn. $5,000,000 in aggregate, provided such Taxes are paid within 30 days from having become due, and (ii) as to which a bona fide dispute exists and which are being diligently contested in good faith and by appropriate proceedings and for which adequate reserves are being maintained and such Taxes do not give rise to an Encumbrance which does not constitute a Permitted Encumbrance. Each Restricted Party has withheld and remitted all amounts required to be withheld by it (including income tax, Canada Pension Plan, employment insurance and other Taxes) from all payments made to its officers and employees, to all non-residents and to all other Persons with respect to whom it is required to withhold any amounts and has paid these amounts, together with any interest and penalties due, to the appropriate authority on a timely basis and in the form required by Applicable Law;

• 7.1.17 Security - no further action is necessary on the part of the Borrower, the Secured Subsidiaries or the Required Pledgors in order to establish, preserve, and perfect the Encumbrances created or intended to be created by the Security granted as of the date this representation and warranty is being made, and the Security granted as of the date this representation and warranty is made is enforceable as such against the Property charged thereby, subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally;

• 7.1.18 Subsidiaries - as of the date set forth on Schedule I, the organizational charts set out in Schedule I accurately list all Subsidiaries of the Borrower and accurately describe the percentage interest in the issued and outstanding capital of each such Subsidiary;

• 7.1.19 Real Property – Schedule L sets forth a true and correct list of all material real Property owned or leased by the Restricted Parties at the date hereof;

• 7.1.20 Intellectual Property Rights – each Restricted Party has rights sufficient for it to use all the intellectual property and patents, patent applications, trade-marks, trade-mark applications, trade names, service marks, copyrights, industrial designs, technology and other similar intellectual property rights reasonably necessary for the conduct of its business, all of which patents, trade-marks or industrial designs have been either registered or in respect of which a registration application has been filed by the Restricted Party except where the failure to do so could not reasonably be expected to result in a Material Adverse Change. To the knowledge of the Borrower, neither it nor any of the other Restricted Parties is infringing or is alleged to be infringing the intellectual property rights of any other Person where such infringement could reasonably be expected to result in a Material Adverse Change;

• 7.1.21 Material Contracts – Schedule M sets forth a true and complete list of all the Material Contracts applicable to the Restricted Parties as of the date hereof; all consents necessary to the granting of the security interest by the Borrower and the Secured Subsidiaries in

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their respective Material Contracts, if any, and to the assignment of such Material Contracts upon the occurrence of an Event of Default have been obtained;

• 7.1.22 Licensed Software - each of the Restricted Parties owns or has licensed for use all of the Software now used in conducting the businesses of the Restricted Parties except where failure to do so could not reasonably be expected to result in a Material Adverse Change. All Computer Equipment owned by or used by the Restricted Parties has been properly maintained and is in good working order for the purposes of an on-going operation, subject to ordinary wear and tear for Computer Equipment of comparable age;

• 7.1.23 Environmental - the business and assets of the Restricted Parties are being operated in substantial compliance with applicable Requirements of Environmental Laws. To the best of the knowledge of the Restricted Parties after reasonable inquiry, there are no breaches thereof and no enforcement actions in respect thereof are threatened or pending (except as disclosed in Schedule K), which, in any such case, would reasonably be expected to result in a Material Adverse Change;

• 7.1.24 Disclosure - there is no fact that has not been disclosed to the Agent and the Lenders in writing that could reasonably be expected to result in a Material Adverse Change;

• 7.1.25 GAAP - all accounting systems are maintained and financial records of the Restricted Parties are prepared in accordance with GAAP;

• 7.1.26 Ownership Interests - all Secured Subsidiaries, Required Pledgors, Material Entities and Excluded Subsidiaries have been identified as such (i) prior to the date of the delivery of the first certificate under Section 8.3.4, on Schedule Q and (ii) thereafter, on the most recent certificate delivered pursuant to Section 8.3.4, as the same may have been modified by a notice in writing given pursuant to the definition of “Secured Subsidiary” that a Subsidiary that was previously designated as a Secured Subsidiary, has ceased to be a Secured Subsidiary;

• 7.1.27 Former Names - all former and predecessor names in use since May 31, 2019 and the current names, as at the date hereof, of the Borrower, each Secured Subsidiary and any each Required Pledgor, are listed on Schedule N; and

• 7.1.28 Ownership of Borrower - the Family Group owns at least 50.1% of the Voting Shares of the Borrower.

• 7.1.29 Anti-Money Laundering Laws; Sanctions Laws and Anti-Corruption Laws

• (a) No Restricted Party is in breach of or is the subject of any action or, to the knowledge of any Restricted Party, any investigation under any AML Laws or any Anti-Corruption Laws.

• (b) No Restricted Party, nor any director, officer, agent or employee thereof nor, in the case of clause (i) only, any Control Person (i) is a Sanctioned Person, (ii) has any business affiliation or dealings with a Sanctioned Person to the extent such business affiliation or dealings breaches Sanctions Laws or would cause any of the Agent or Lenders to be in breach of Sanctions Laws (iii) is in breach of or, to the knowledge of any Restricted Party, the subject of any action or investigation under, any Sanctions Laws.

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• (c) No Restricted Party or agent of any Restricted Party acting in any capacity in connection with the Advances, uses the proceeds from any Advances to lend, contribute, provide, or otherwise funds, any activity or business with or related to any Sanctioned Person in breach of Sanctions Laws, or in any other manner that will result in any violation or breach of Sanctions Laws or AML Laws by the Agent, any Lender or any Restricted Party.

• (d) No Restricted Party, nor any director or officer, nor to the knowledge of each Restricted Party, any agent, employee or other Person acting, directly or indirectly, on behalf of any Restricted Party, has, in the course of its actions for, or on behalf of, any Restricted Party, directly or indirectly (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any official or employee of any foreign or domestic government or government owned or controlled entity from corporate funds; (iii) violated or is in violation of any provision of Anti-Corruption Laws; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any official or employee of any foreign or domestic government or government owned or controlled entity.

• (e) Each Restricted Party maintains compliance policies and internal controls (as appropriate to the Core Business) intended to detect and prevent any violations of AML Laws, Sanctions Laws and Anti-Corruption Laws.

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Survival of Representations and Warranties

Unless expressly stated to be made as of a specific date, the representations and warranties made in this Agreement shall survive the execution of this Agreement and all other Credit Documents, and shall be deemed to be repeated as of the date of each Advance (including any deemed Advance but excluding a Swingline Advance) other than any Rollover or Conversion of an Advance for a period not exceeding 30 days or one month, as applicable (provided that upon any immediately subsequent Rollover or Conversion of such Advance, such representations and warranties shall be deemed to be repeated), and as of the date of delivery of each Compliance Certificate, subject to modifications made by the Borrower to the Lenders in writing and accepted by the Majority Lenders. The Lenders shall be deemed to have relied upon such representations and warranties at each such time as a condition of making an Advance (other than any Rollover or conversion of an Advance for a period not exceeding 30 days or one month, as applicable, provided that upon any immediately subsequent Rollover or Conversion of such Advance, such representations and warranties shall be deemed to be repeated) hereunder.

ARTICLE 8

COVENANTS

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Positive Covenants

For so long as any Obligation (other than a Hedge Obligation) is outstanding or the Credit Facilities, or either of them, are available, the Borrower shall and shall ensure that each other Restricted Party shall:

• 8.1.1 Punctual Payment - duly and punctually pay the Obligations at the times and places and in the manner required by the terms thereof;

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• 8.1.2 Conduct of Business - operate its business in substantial compliance with all Applicable Laws, all of its material Permits, all of its Material Contracts, all CRTC Licences and all CRTC Approvals;

• 8.1.3 Further Assurances - use reasonable efforts to provide the Agent and the Lenders with such other documents, opinions, consents, acknowledgements and agreements as are reasonably necessary to implement this Agreement and the other Credit Documents from time to time;

• 8.1.4 Insurance - maintain insurance on all its Property (showing the Agent as an additional insured) with financially sound and reputable insurance companies or associations including all-risk property insurance, comprehensive general liability insurance and business interruption insurance, in amounts and against risks that are determined to be appropriate by the Restricted Party acting prudently, furnish to the Agent, on written request, but in any event annually, satisfactory evidence of the insurance carried and notify the Agent of any claim the Restricted Party makes under the foregoing insurance policies that is in excess of Cdn. $50,000,000;

• 8.1.5 Regulatory Approvals, Permits and Approvals - obtain, as and when required, and maintain in good standing all CRTC Licences and CRTC Approvals, and all of its other material Permits and all of its Material Contracts;

• 8.1.6 Taxes - file or cause to be filed all federal, provincial, local and foreign returns, filings, elections and reports which are required to be filed by it in respect of all Taxes, and shall pay or cause to be paid all Taxes as may be required by Applicable Law and in accordance with any assessment or demand for payment received by the Restricted Party as and when such Taxes become due and payable (and provide evidence of payment if so requested by the Agent) except (i) such Taxes as do not exceed Cdn. $5,000,000 in aggregate, provided such Taxes are paid within 30 days from having been due and payable, and (ii) when and so long as the validity of any such Taxes is the subject of a bona fide dispute and is being contested diligently and in good faith by the Restricted Parties and where the relevant Restricted Party maintains adequate reserves for such Taxes and such Taxes do not give rise to an Encumbrance which is not a Permitted Encumbrance, and shall from time to time withhold or cause to be withheld and remitted all amounts required to be withheld (including income tax, Canada Pension Plan, employment insurance and other Taxes) from all payments made to officers and employees or to non-residents and to all other applicable Persons and shall pay or cause to be paid these amounts, together with any interest and penalties due, to the appropriate authority on a timely basis and in the form required by Applicable Law;

• 8.1.7 Notice of Event of Default or Pending Event of Default - promptly notify the Agent of any Event of Default or Pending Event of Default of which it becomes aware, using reasonable diligence;

• 8.1.8 Notice of Material Adverse Change - promptly notify the Agent of any Material Adverse Change of which it becomes aware, using reasonable diligence, and from time to time provide the Agent with all reasonable information requested by the Agent concerning the status thereof;

• 8.1.9 Notice of Litigation - promptly notify the Agent on becoming aware of the occurrence of any litigation, dispute, arbitration, proceeding or other circumstance which can

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reasonably be expected to result in a judgment or award against the Restricted Party that would reasonably be expected to result in a Material Adverse Change and from time to time provide the Agent with all information reasonably requested by the Agent concerning the status thereof;

• 8.1.10 Environmental - promptly notify the Agent upon (i) learning of the existence of Hazardous Materials located on, above or below the surface of any land which any Restricted Party occupies or controls (except those being stored, used or otherwise handled in substantial compliance with applicable Requirements of Environmental Law), or contained in the soil or water constituting such land and (ii) the occurrence of any release, spill, leak, escape, emission, discharge, leaching, dumping or disposal of Hazardous Materials reportable pursuant to applicable Requirements of Environmental Law that has occurred on or from such land which, as to either (i) or (ii) above, would result in a Material Adverse Change;

• 8.1.11 Mark to Market Threshold – if the Aggregate Mark to Market Exposure Amount of the Borrower and the Secured Subsidiaries at any time exceeds Cdn. $75,000,000, the Borrower will take or cause to be taken such actions, within 5 Business Days, as are required (including repricing hereunder if necessary) to reduce such Aggregate Mark to Market Exposure Amount to an amount that is less than Cdn. $75,000,000 unless the Borrower irrevocably elects on a one time basis, with effect until the later of the Revolving Facility Maturity Date and the Term Loan Maturity Date, to include the full Aggregate Mark to Market Exposure Amount in the calculation of Total Debt for purposes of calculating the Total Debt to Cash Flow Ratio (the “ Mark to Market Exposure Amount Election ”);

• 8.1.12 Access to Information - promptly provide the Agent with all information reasonably requested by the Agent for and on behalf of the Lenders from time to time concerning its financial condition and Property, and during normal business hours and from time to time upon reasonable notice, permit representatives of the Agent and the Lenders to inspect any of its Property, or the Property of any Restricted Party, and to examine and take extracts from its financial books, accounts and records and those of the Restricted Parties, including but not limited to accounts and records stored in computer data banks and computer software systems, and to discuss its financial condition and that of the Restricted Parties with the Borrower’s senior officers and (in the presence of such of its representatives as it may designate) its auditors (the reasonable expense of all of which shall be paid by the Borrower in respect of one inspection by the Agent in any year, or such greater number as the Agent shall require following the occurrence of a Pending Event of Default or an Event of Default which is continuing), provided that the Agent’s and the Lenders’ exercise of their rights under this paragraph is not more frequent than is reasonably necessary and does not unreasonably interfere with the operations of the Restricted Parties;

• 8.1.13 Accounting Policies and Practices – except as otherwise provided in the definitions of Cash Flow, Interest Expense, Net Income, Proforma Financial Statements, Total Debt and Section 8.3.5, ensure that all accounting policies, practices and calculation methods of the Restricted Parties shall be in accordance with GAAP; and

• 8.1.14 Acquisition/Disposition Accounting Information - in connection with an Acquisition or disposition of a Restricted Party or operating assets comprising a business or division of a Person, provide the Agent with Acquisition/ Disposition Accounting Information

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applicable thereto in order for the Agent to verify financial results for the purpose of determining Cash Flow and Interest Expense with respect thereto.

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Financial Covenants

For so long as any Obligation (other than a Hedge Obligation) is outstanding or the Credit Facilities, or either of them, are available hereunder, the Borrower shall ensure that its:

• (i) Total Debt to Cash Flow Ratio is not greater than 4.25:1.0; and

• (ii) Cash Flow to Interest Expense Ratio is not less than 2.0:1.0.

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Reporting Requirements

For so long as any Obligation (other than a Hedge Obligation) is outstanding or the Credit Facilities, or either of them, are available hereunder, the Borrower shall:

• 8.3.1 Quarterly Reports - as soon as practicable and in any event within 60 days of the end of each of its Fiscal Quarters (including the fourth Fiscal Quarter), cause to be prepared and delivered to the Agent as at the end of such Fiscal Quarter, the consolidated unaudited financial statements of the Borrower, including its balance sheet, cash flow statement and statement of income, which shall be prepared in accordance with GAAP;

• 8.3.2 Annual Reports - as soon as practicable and in any event within 120 days after the end of each Fiscal Year, cause to be prepared and delivered to the Agent, the audited consolidated financial statements of the Borrower prepared in accordance with GAAP, including cash flow statement, balance sheet and statement of income for such Fiscal Year;

• 8.3.3 Compliance Certificate - concurrently with the delivery of its financial statements referred to in Sections 8.3.1 and 8.3.2 above, provide the Agent with a Compliance Certificate which will include details of its Hedge Agreements and which certificate will be prepared such that amounts in respect of Total Debt, Cash Flow and Interest Expense can be calculated in accordance with the definitions of such terms as set out in Section 1.1;

• 8.3.4 Subsidiaries, Real Property and Material Contracts - concurrently with the delivery of its financial statements referred to in Sections 8.3.1 and 8.3.2 above, provide to the Agent, a certificate of the Borrower setting out (i) all Subsidiaries based on the consolidated financial statements of the Borrower for the immediately preceding period and identifying which of such Subsidiaries are Secured Subsidiaries, Required Pledgors, Restricted Parties, Material Entities and Excluded Subsidiaries (but which will only be required to be delivered in connection with delivery of the financial statements referred to in Section 8.3.2), (ii) any Person that has become a Secured Subsidiary, Required Pledgor, Third Party Pledgor or Excluded Subsidiary or otherwise a Subsidiary since the date of the last such certificate, (iii) any Person acquired by the Borrower or a Subsidiary or any Investment made by a Borrower or a Subsidiary thereof since the effective date of the last such certificate if the shares of such Person or the Investment represent 5% or more of the Borrower’s Total Assets, (iv) a list of any Material Contracts of the Restricted Parties entered into since the effective date of the last such certificate, and (v) updated versions of Schedule E, Schedule I and Schedule L (but which shall only be

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required to be delivered in connection with delivery of the financial statements referred to in Section 8.3.2); provided that the Borrower may deliver a certificate under this Section 8.3.4 in form and substance satisfactory to the Agent, at any time prior to the date the next certificate is required to be delivered under this Section 8.3.4 for the purposes of designating a Person a Secured Subsidiary or an Excluded Subsidiary if such Person has become a Secured Subsidiary or an Excluded Subsidiary, as applicable, since the date of the last certificate;

• 8.3.5 Financial Projections - (i) 30 days prior to the end of each Fiscal Year, provide the Agent with updated financial projections for the following Fiscal Year including cash flow statement, a balance sheet, income statement and statement of changes in financial position, and a detailed capital budget, and (ii) as soon as practicable but in any event within 120 days after the end of each Fiscal Year, provide the Agent with updated financial projections for all Fiscal Years up to and including the Fiscal Year that ends after the later of the Revolving Facility Maturity Date and the Term Loan Maturity Date including source and application of funds;

• 8.3.6 Notification Respecting Debt - promptly notify the Agent of any waiver of any material terms of any agreement respecting Debt in excess of Cdn. $50,000,000 of the Restricted Parties;

• 8.3.7 Notification of Actions re: Debt - promptly notify the Agent of any action taken by any creditor (other than the Lenders) to recover amounts outstanding respecting Debt in excess of Cdn. $50,000,000 of the Borrower or any of its Subsidiaries;

• 8.3.8 Other Information - promptly provide the Agent on behalf of the Lenders with such other information as it may reasonably request respecting the Borrower or any Subsidiary thereof or, to the extent that the Borrower is not prevented from providing such information by contract or undertaking entered into with or provided to any other Person, respectively, any other Person in which the Borrower or any Subsidiary thereof has any financial interest provided that the Agent agrees to maintain the confidentiality of all information it receives in accordance with usual requirements of banker/customer confidentiality and does not disclose or use it except for the purposes of the Credit Documents; and

• 8.3.9 Notice of Press Releases - without limiting the generality of Section 8.3.8, promptly provide the Agent (or advise the Agent of the posting of same on SEDAR) with each material change report and press release it files with any of the Canadian securities regulatory authorities and each information circular, annual report or similar document that it provides to its shareholders generally.

ensuring, in the case of Sections 8.3.1 to 8.3.9 inclusive (except Sections 8.3.6 and 8.3.7), that the Agent is provided with sufficient quantities for each of the Lenders and the Agent. All information provided pursuant to Section 8.3 will be in form and scope acceptable to the Lenders, acting reasonably.

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Negative Covenants

During the term of this Agreement, the Borrower shall not, and shall not permit any Restricted Party (except to the extent a negative covenant in this Section 8.4 explicitly does not apply to such Restricted Party) to do any of the following, without the prior written consent of the Majority Lenders:

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• 8.4.1 No Encumbrances - create, incur, assume or permit to exist any Encumbrance upon any of its Property except Permitted Encumbrances;

• 8.4.2 No Debt - create, incur, assume or permit any Debt to remain outstanding, other than Permitted Debt;

• 8.4.3 No Consolidation, Amalgamation, Liquidation, Winding-Up, Dissolution, etc. – (A) consolidate, amalgamate or merge with any other Person, except (a) with or as between one or more Secured Subsidiaries, (b) as between one or more wholly-owned Restricted Parties, and (c) with or as between one or more owned Restricted Parties (including a Material Entity) which are not-wholly owned, or (B) liquidate, wind-up or dissolve itself, unless (a) a Restricted Party shall be the surviving Person or (b) all of its Property shall be expressly acquired by, or otherwise transferred to another Restricted Party and all of its obligations assumed by such other Restricted Party and such transfer and assumption is evidenced by an instrument or other documentation in form and substance satisfactory to the Agent; provided that no such event in (A) or (B) and no corporate reorganization or other transaction or series of transactions intended to effect or otherwise permit a change in a Restricted Party’s existing corporate or capital structure shall be permitted if (i) such event may result in the assets of the Restricted Party becoming subject to an Encumbrance ranking prior to or pari passu with the Security (other than a Permitted Encumbrance), or (ii) immediately after completion of such event and giving full effect thereto, a Pending Event of Default or Event of Default shall exist; and provided further that (a) upon any consolidation, amalgamation or merger of the Borrower with any other Restricted Party, the resulting or surviving Person must be the Borrower, (b) upon the consolidation amalgamation or merger of a Secured Subsidiary with any Restricted Party (other than the Borrower), the resulting or surviving entity will be a Secured Subsidiary (without prejudice to the Borrower’s right thereafter to undesignate the same as such in accordance with the terms hereof), and (c) upon the consolidation, amalgamation or merger of two non-wholly owned Restricted Parties, the direct or indirect percentage ownership interest of the Borrower in the consolidated, amalgamated or merged entity is not reduced as a result of such consolidation, amalgamation or merger;

• 8.4.4 Sale of Assets – (i) grant a licence or rights to use, publish, broadcast or otherwise exploit any Programming (other than to the Borrower or a Secured Subsidiary or other than pursuant to a Permitted Licensing Disposition), or (ii) sell, transfer, assign, or otherwise dispose of Property (other than to the Borrower or a Secured Subsidiary or other than as set out in clause (i) above), (in each case in clause (i) or (ii) above, a “ Disposition ”), in any Fiscal Year, except Dispositions of Property that have generated less than 15% of the Borrower’s Cash Flow for the preceding 12 months or represent 7.5% or less of Total Assets so long as:

• (a) the Disposition of such Property is at fair market value, being the value which would be obtained in an arm’s length (as defined in the Tax Act) transaction;

• (b) no Pending Event of Default or Event of Default exists or would result as a consequence thereof; and

• (c) (i) the proceeds of such Disposition are reinvested in a Core Business within 18 months of such Disposition (or the Restricted Party has entered into a binding

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and enforceable written agreement to effect such reinvestment and is Diligently Proceeding to close the transaction contemplated by such agreement), or

• (ii) the Borrower makes an offer to apply the proceeds of the Disposition to repay outstanding Advances and such repayment is applied in accordance with Section 3.5;

provided, however, that,

  - A. the Restricted Parties shall be permitted to make Dispositions up to an aggregate amount of Cdn. $60,000,000 in any Fiscal Year without complying with this Section 8.4.4;

  - B. where a Restricted Party has, as part of the transactions contemplated by a Disposition, acquired Property to be used in a Core Business (the “ **Swapped Assets** ”) only the amount, if any, by which the Cash Flow generated by or value attributed to the Property sold, transferred, assigned or disposed of exceeds the Cash Flow or value attributed to the Swapped Assets shall be taken into account in determining whether the thresholds above have been exceeded; and

  - C. the Restricted Parties shall be permitted to make Dispositions of Receivables in connection with a Permitted Securitization Program or Permitted Factoring Sales, provided that the proceeds of such Dispositions are used by the Borrower or a Secured Subsidiary to (i) repay outstanding Advances in accordance with Section 3.5, (ii) repay outstanding Advances under the Revolving Facility, (iii) reinvest in a Core Business, or (iv) do a combination of the foregoing.

• 8.4.5 Investments – make any Investment (other than (i) Investments existing at the date hereof, (ii) Investments in Cash Equivalents that are made when no Event of Default or Pending Event of Default has occurred and is continuing or would result as a consequence of making such Investment, (iii) an Acquisition of shares, bonds, notes or debentures of a Secured Subsidiary, and (iv) an Acquisition of any Property from the Borrower or a Secured Subsidiary) unless the following criteria have been met:

• (a) no Event of Default or Pending Event of Default has occurred and is continuing or would result as a consequence of making such Investment;

• (b) such Investment is in a Core Business;

• (c) the aggregate amount of all such Investments made by the Borrower and the Secured Subsidiaries, at any time, (i) in or in connection with Persons that are not the Borrower or a Secured Subsidiary, will not, in the aggregate, exceed 10% of Total Assets at such time, on a pro forma basis, and (ii) in Excluded Subsidiaries, will not exceed Cdn. $60,000,000 in the aggregate; and

• (d) if a proposed Investment exceeds Cdn. $100,000,000 (including assumption of Debt in connection with the proposed Investment) and the Total Debt to Cash

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Flow Ratio is greater than 3.75:1.0 after giving effect to such proposed Investment, the Agent shall have been provided with Proforma Financial Statements and a Compliance Certificate evidencing compliance with the financial covenants in Section 8.2 which reflect the projected results of the proposed Investment and the Agent have been provided with a summary of the principal terms and conditions of such Investment;

• 8.4.6 No Distributions - in the case of the Borrower only, make any Distribution if an Event of Default or Pending Event of Default has occurred and is continuing at the time such Distribution is made or would result from the making of such Distribution;

• 8.4.7 Hedging - enter into any Hedge Transaction unless such agreement is:

• (a) in the case of the Borrower and the Secured Subsidiaries, entered into with a Lender at such time (or one of its Affiliates); and

• (b) entered into pursuant to a sound and fiscally responsible program for interest risk management, hedging exposure in respect of equity based compensation and foreign exchange fluctuations and not for speculative purposes;

• 8.4.8 Operation of Business - operate its business, in a manner that would reasonably be expected to result in a Material Adverse Change;

• 8.4.9 No Affecting the Security - do or permit anything to adversely affect the ranking or validity of the Security except by incurring a Permitted Encumbrance;

• 8.4.10 No Change of Name – the Borrower will not change its name, or permit any Secured Subsidiary or Required Pledgor to change its name, without providing the Agent with written notice thereof and promptly taking such steps, if any, as are necessary or as the Agent reasonably requests to permit the Agent to maintain the perfection of the Security, if applicable, with respect to the change in name;

• 8.4.11 No Change of Fiscal Year End - change its Fiscal Year end or any other Restricted Party’s fiscal year end from August 31 without the prior written consent of the Agent, not to be unreasonably withheld;

• 8.4.12 Chief Executive Office and Registered Office - permit the chief executive office or registered office (in the case of a federal corporation) of the Borrower or any Secured Subsidiary or Required Pledgor to be located in any province or jurisdiction where the Security given by it, or such other Restricted Party, as applicable, has not been registered, without providing the Agent with prior written notice thereof and promptly taking other steps, if any, as the Agent in its discretion reasonably requests to permit the Agent to perfect or properly record the Security with respect to the change in location;

• 8.4.13 No Redemption or Retraction – permit the redemption or retraction of its shares or other ownership interests if an Event of Default has occurred and is continuing;

• 8.4.14 Revocation of Secured Subsidiaries and Designation of Excluded Subsidiaries - revoke the designation of a Secured Subsidiary if such revocation occurs at the time of or results in the occurrence of a Pending Event of Default or Event of Default, or designate a

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Subsidiary of the Borrower to be an Excluded Subsidiary if, immediately thereafter and after giving effect thereto, a Pending Event of Default or Event of Default will exist; and

• 8.4.15 Pension Plan – (a) terminate, or do or omit to do anything that could reasonably be expected to prompt any Governmental Authority to terminate, the “defined benefit provision” (as that term is defined in the Tax Act) of any Pension Plan where such termination would or could reasonably be expected to result in a wind-up liability in the aggregate above Cdn. $50,000,000; or (b) withdraw from or otherwise cease to participate in any Pension Plan that is a “multi-employer pension plan” within the meaning of Pension Benefits Standards Act, 1985 (Canada) or similar provincial legislation where such withdrawal would or could reasonably be expected to result in withdrawal liability in the aggregate above Cdn. $50,000,000.

• 8.4.16 Anti-Money Laundering Laws; Sanctions Laws and Anti-Corruption Laws – (a) directly or indirectly, (i) conduct any business, or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Person engaging in the activities, that violate AML Laws, Sanctions Laws or Anti-Corruption Laws, (ii) deal in, or otherwise engage in any transaction relating to, any Property or interests in Property blocked pursuant to any AML Law, Sanctions Laws or Anti-Corruption Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any AML Law, Sanctions Law or Anti-Corruption Law (and the Restricted Parties shall deliver to the Lenders any certification or other evidence requested from time to time by any Lender in its reasonable discretion, confirming the Restricted Parties are in compliance with this Section 8.4.16); (b) use the proceeds of the Advances or otherwise make available such proceeds to any Sanctioned Person or for the purpose of financing the activities of any Sanctioned Person; or (c) cause or permit any of the funds of such Restricted Party that are used to repay the Advances to be derived from any unlawful activity with the result that the making of the Advances would be in violation of AML Laws, Sanctions Laws or Anti-Corruption Laws. Notwithstanding anything herein to the contrary, and for greater certainty, the covenants set forth in this Section 8.4.16 are effective during the term commencing May 31, 2019 and shall not be applied retroactively.

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Lenders’ Obligations re Hedge Obligations

Each Hedge Provider will promptly provide to the Borrower and the Agent, upon request, any information required by the Borrower or the Agent in order to calculate and verify any Mark to Market Amount or the Aggregate Mark to Market Exposure Amount.

ARTICLE 9

SECURITY

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Security

• 9.1.1 As general and continuing security for the payment and performance of the Obligations (including, for clarity, amounts owing with respect to Hedge Obligations), the guarantees and security listed below shall be granted to the Agent on behalf of the Lenders:

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• (a) a general security agreement granted by the Borrower creating a first ranking charge of the present and future Property of the Borrower, such ranking to be subject only to Permitted Encumbrances;

• (b) a securities pledge agreement granted by the Borrower pledging all of the Borrower’s ownership interests (except such ownership interests that are represented by non-voting, preferred redeemable ownership interests) in all Secured Subsidiaries (except to the extent contractually prohibited), which shall be a first ranking pledge subject only to Permitted Encumbrances, together with the applicable share or other ownership certificates endorsed for transfer or accompanied by an appropriate transfer power;

• (c) a securities pledge agreement granted by the Borrower pledging all of the Borrower’s ownership interests (except such ownership interests that are represented by non-voting, preferred redeemable ownership interests), except to the extent contractually prohibited, in Material Entities or in any Person that directly or indirectly holds an ownership interest in any Material Entity, which shall be a first ranking pledge subject only to Permitted Encumbrances, together with the applicable share or other ownership certificates endorsed for transfer or accompanied by an appropriate transfer power;

• (d) assignments granted by the Borrower of any proceeds of any insurance on or in respect of the assets of the Borrower showing the Agent as loss payee and additional insured;

• (e) an unlimited guarantee granted by each Secured Subsidiary;

• (f) an unlimited guarantee by each Material Subsidiary Guarantor;

• (g) a limited recourse guarantee granted by (i) any Subsidiary of the Borrower that is not a Secured Subsidiary and that holds an ownership interest in a Secured Subsidiary or a Material Entity (such Subsidiary, a “ Required Pledgor ”) and (ii) any Person, that is not the Borrower or any of its Subsidiaries, that holds ownership interests in a Secured Subsidiary (such Person, a “ Third Party Pledgor ”), that, in each case, is limited in recourse to all such ownership interests (except such ownership interests that are represented by non-voting, preferred redeemable ownership interests), to the extent that a pledge in such ownership interests is not contractually prohibited;

• (h) a general security agreement granted by each Secured Subsidiary creating a first ranking charge of the present and future Property of each such Secured Subsidiary, subject only to Permitted Encumbrances;

• (i) securities pledge agreements granted by each Secured Subsidiary, Required Pledgor and Third Party Pledgor that pledge all of its ownership interests in a Secured Subsidiary (except such ownership interests that are represented by nonvoting, preferred redeemable ownership interests) which shall be first ranking pledges subject only to Permitted Encumbrances, together with the applicable share or other ownership certificates endorsed for transfer or accompanied by an appropriate transfer power except to the extent contractually prohibited; provided, however, that the Borrower may request that the requirement for any

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Third Party Pledgor that is not a Subsidiary of the Borrower to pledge its ownership interests in any Secured Subsidiary be waived and such waiver may be granted upon the consent of the Majority Lenders, in their sole discretion; and further provided that any Person that would otherwise be a Third Party Pledgor shall not be required to pledge its ownership interests in each of 591804 BC Ltd. and NGC Channel Inc.;

• (j) securities pledge agreements granted by each Subsidiary of the Borrower that holds directly (and each Subsidiary of the Borrower that holds indirectly and is requested to do so by the Agent, acting reasonably), any ownership interests in one or more Material Entities, that pledge all ownership interests (except such ownership interests that are represented by non-voting, preferred redeemable ownership interests), except to the extent contractually prohibited held by each such Subsidiary in any Material Entity, or in any Person that directly or indirectly holds an ownership interest in any Material Entity, which shall be first ranking pledges subject only to Permitted Encumbrances, together with the applicable share or other ownership certificates endorsed for transfer or accompanied by an appropriate transfer power;

• (k) a deed of hypothec granted by each Secured Subsidiary for which the Province of Quebec is a Relevant Jurisdiction ;

• (l) such further security agreements, deeds or other instruments of conveyance, assignment, transfer, mortgage, pledge or charge as the Agent may reasonably request to effectively secure the undertaking, Property and assets of the Borrower and its Subsidiaries; and

• (m) the security, if any, delivered to the Agent pursuant to Section 9.2 hereof.

The documents referred to in paragraphs (a) to (k) inclusive of this Section 9.1.1 shall be in form satisfactory to the Lenders, acting reasonably. Any further documents required by the Agent under paragraphs (l) and (m) above need only be in form satisfactory to the Agent, acting reasonably.

• 9.1.2 To the extent that Security described in Section 9.1.1 has been granted prior to the date of this Agreement, such Security will be confirmed, acknowledged and amended pursuant to the Security and Guarantee Confirmation Agreement and such security may also be amended and restated, concurrently with the execution of this Agreement, as required by the Agent, acting reasonably.

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New Secured Subsidiaries and Securities Pledges

Within 60 days of the receipt by the Agent of a certificate described in Section 8.3.4 or otherwise, the Borrower will cause any of its Subsidiaries that has been designated to become a Secured Subsidiary or any of its Subsidiaries that becomes a Required Pledgor or Person that becomes a Third Party Pledgor to execute and deliver Security as described in Section 9.1.1, as applicable, in favour of the Agent, and cause such filings, recordings and registrations to be effected as the Agent may reasonably require in all Relevant Jurisdictions, provided that the Security described in Section 9.1.1(k) shall be required only if Quebec is a Relevant Jurisdiction for such Subsidiary; and provided further, that any Security to be delivered by a Third Party Pledgor, will also contain such representations, warranties and covenants that are otherwise applicable herein to Required Pledgors, as determined by the Agent, acting reasonably.

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One or more of the Borrower, a Secured Subsidiary, a Required Pledgor or Third Party Pledgor, as the case may be, shall also deliver a pledge of all of the shares or ownership interests of the new Secured Subsidiary held by the Borrower and its Subsidiaries (except such ownership interests that are represented by non-voting, preferred redeemable ownership interest) as part of the Security together with applicable share or other ownership certificates in respect thereof and deliver to the Agent all such other documentation including, officer’s certificates, resolutions and opinions, as the Agent may reasonably require, including, without limitation, an updated Schedule N and Schedule Q reflecting the information for those Subsidiaries that have been designated to become a Secured Subsidiary, any Subsidiary that has become a Required Pledgor or any Person that has become a Third Party Pledgor.

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Registration

The Borrower shall, and shall ensure that each Secured Subsidiary, Required Pledgor and Third Party Pledgor shall, at its expense, register, file or record the Security in all offices in each Relevant Jurisdiction where such registration, filing or recording is necessary or of advantage to the creation, perfection and preserving of the security applicable to it. The Borrower shall renew such registrations, filings and recordings from time to time as and when required to keep them in full force and effect and shall, from time to time as reasonably required, provide to the Agent an opinion of counsel that all such registrations, filings and recordings have been made.

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After Acquired Property and Further Assurances

The Borrower, each Secured Subsidiary, and each Required Pledgor shall from time to time execute and deliver all such further deeds or other instruments of conveyance, assignment, transfer, mortgage, pledge or charge in connection with all assets acquired by the Borrower or such Subsidiary after the date hereof and intended to be subject to the security interests created hereby including any insurance thereon.

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Application of Proceeds of Security

Each of the Lenders acknowledges that the Agent holds the Security to secure all of the Obligations and upon the event of the occurrence of an Event of Default, shall distribute the proceeds of realization in accordance with Section 10.10.

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Release of Security

Nothing herein or in any of the Security is intended to, or shall, prevent the Borrower or any Subsidiary thereof from selling, transferring or otherwise disposing of any of its assets in any manner which does not contravene any provision of this Agreement, and the Agent shall, upon the Borrower’s request and provided that no Event of Default has occurred and is continuing or would result from such disposition, execute a release of any Property subject to the Security which the Borrower or a Subsidiary thereof proposes to sell, transfer or otherwise dispose of, or confirm to the purchaser or transferee thereof that such disposition may occur free of the Security, unless such sale, transfer or other disposition is contrary to any provision hereof. If at any time prior to an Event of Default, a Subsidiary of the Borrower that has given Security hereunder ceases to be a Secured Subsidiary or ceases to be a Required Pledgor, or a Third Party Pledgor ceases to be a Third Party Pledgor, the Agent will on request release and authorize the discharge of any Security given by such Person.

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Non-Disturbance Agreements for Permitted Licensing Dispositions

Following a request from the Borrower, the Agent is authorized, to execute and deliver a NonDisturbance Agreement in such form as the Agent, acting reasonably shall have approved, with any Person in whose favour a Restricted Party has made or proposes to make a Permitted Licensing Disposition provided that such agreement does not otherwise contravene any provision of this Agreement and no Event of Default has occurred and is continuing nor would any Pending Event of Default or Event of Default result from the execution of such agreement.

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Grant of Security in Quebec

For the purposes of holding any security or hypothec which may now or in the future granted by the Borrower or any Secured Subsidiary pursuant to the laws of the Province of Quebec to secure the Obligations under any Credit Document, the Agent is hereby authorized and appointed to act on behalf of each of the Lenders as the hypothecary representative within the meaning of article 2692 of the Civil Code of Québec in order to hold any hypothec granted under the laws of the Province of Quebec as security for any of the Obligations pursuant to any deed of hypothec comprised in the Security and to exercise such rights and duties as are conferred upon a hypothecary representative under the relevant deed of hypothec and Applicable Laws (with the power to delegate any such rights or duties). Any person who becomes a Lender, or any successor Agent shall be deemed to have consented to and ratified the foregoing appointment of the Agent as hypothecary representative, agent and mandatary on behalf of all Lenders, including such person and any affiliate of such person designated as a Hedge Provider or Lender. For greater certainty, the Agent, acting as hypothecary representative, shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour of the Agent in this Agreement, which shall apply mutatis mutandis . In the event of the resignation and appointment of a successor Agent, such successor Agent shall also act as such hypothecary representative.

ARTICLE 10

DEFAULT

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Events of Default

The occurrence of any one or more of the following events (each such event being herein referred to as an “ Event of Default ”) shall constitute a default under this Agreement:

• 10.1.1 if the Borrower (i) fails to pay any amount of principal of any Advance when due and payable, or (ii) fails to pay, within three Business Days of when due and payable, any amount on account of interest, fees or other Obligations (other than Hedge Obligations); or

• 10.1.2 if a Hedge Provider sends a notice designating an Early Termination Date (as that term is defined under the applicable ISDA Master Agreement) to the Borrower or a Secured Subsidiary, as applicable and the Borrower or such Secured Subsidiary neglects to or is unable to make any payment required as a result thereof within three (3) Business Days of such notice; or

• 10.1.3 if the Borrower neglects to observe or perform any of the financial covenants in Section 8.2 and such default has not been waived by all of the Lenders within 10 Business Days; or

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• 10.1.4 if the Borrower neglects to observe or perform the covenant in Section 8.1.11 and the Borrower fails to remedy such default within 10 Business Days; or

• 10.1.5 if a Restricted Party neglects to observe or perform any covenant or obligation herein or under any document granting Security contained on its part to be observed or performed (other than a covenant or condition whose breach or default in performance is specifically dealt with elsewhere in this Section 10.1) and such Restricted Party shall fail to remedy such default within the earlier of 30 days from the date (i) such Restricted Party, becomes aware of such default and (ii) the Agent delivers written notice of the default to the Borrower and such Restricted Party, unless the Majority Lenders (having regard to the subject matter of the default) shall have agreed to a longer period, and in such event, within the period agreed to by the Majority Lenders; or

• 10.1.6 if a Restricted Party (i) fails to make any payment when such payment is due and payable to any Person in relation to any Debt which in the aggregate principal amount then outstanding is in excess of Cdn. $50,000,000 and any applicable grace period in relation thereto has expired; or (ii) defaults in the observance or performance of any other agreement or condition in relation to any Debt to any Person which in the aggregate principal amount then outstanding is in excess of Cdn. $50,000,000 or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other condition is to cause, or to permit the holder of such Debt to cause, such Debt to become due prior to its stated maturity date; or

• 10.1.7 the CRTC or other competent regulatory authority (i) fails to renew any CRTC Licence, or (ii) fails to renew any other Permit if, in either case, such failure would result in a Material Adverse Change; or

• 10.1.8 if a Restricted Party ceases or threatens to cease to carry on business generally (except pursuant to Section 8.4.3) or admits its inability or fails to pay its debts generally; or

• 10.1.9 if a Restricted Party denies, to any material extent, its obligations under any Credit Document or claims any of the Credit Documents to be invalid or withdrawn in whole or in part; or

• 10.1.10 any of the Credit Documents or any material provision of any of them becomes unlawful or is changed by virtue of legislation or by a court, statutory board or commission, if the applicable Restricted Party does not, within 20 Business Days of receipt of notice of such Credit Document or material provision becoming unlawful or being changed, replace such Credit Document with a new agreement that is in form and substance satisfactory to the Majority Lenders or amend such Credit Document to the satisfaction of the Majority Lenders; or

• 10.1.11 if a decree or order of a court of competent jurisdiction is entered adjudging any Restricted Party a bankrupt or insolvent or approving as properly filed a petition seeking the winding-up of any Restricted Party under the Companies’ Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada) or the Winding-up and Restructuring Act (Canada) or any other bankruptcy, insolvency or analogous law or issuing sequestration or process of execution against any substantial part of the assets of any Restricted Party or ordering the winding up or liquidation of its affairs, and any such decree or order continues unstayed and in effect for a period of 30 Business Days; or

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• 10.1.12 if any Restricted Party becomes insolvent, makes any assignment in bankruptcy or makes any other assignment for the benefit of creditors, makes any proposal under the Bankruptcy and Insolvency Act (Canada) or any comparable law, seeks relief under the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) or any other bankruptcy, insolvency or analogous law, is adjudged bankrupt, files a petition or proposal to take advantage of any act of insolvency, consents to or acquiesces in the appointment of a trustee, receiver, receiver and manager, interim receiver, custodian, sequestrator or other Person with similar powers of itself or of all or any substantial portion of its assets, or files a petition or otherwise commences any proceeding seeking any reorganization, arrangement, composition or readjustment under any applicable bankruptcy, insolvency, moratorium, reorganization or other similar law affecting creditors’ rights or consents to, or acquiesces in, the filing of such a petition; or

• 10.1.13 if an Encumbrancer takes possession of all or a substantial portion of the Property of the Restricted Parties, taken as a whole, by appointment of a receiver, receiver and manager, or otherwise; or

• 10.1.14 if (a) a final judgment or decree for the payment of money shall have been obtained or entered against any Restricted Party in an amount of Cdn $50,000,000 (or the Equivalent Amount in Canadian Dollars) or more and such judgment or decree shall not have been and remain vacated, discharged or stayed pending appeal within the shorter of 30 days and the day on which the right to appeal such judgment or decree expires; or (b) a final judgment or decree for the payment of money due shall have been obtained or entered against any Restricted Party in an amount which, in the opinion of the Majority Lenders, acting reasonably, would materially and adversely affect the ability of the Borrower to fulfil its obligations to the Lenders under this Agreement and such judgment or decree shall not have been and remain vacated, discharged or stayed pending appeal within the applicable appeal period; or

• 10.1.15 if any representation or warranty made by a Restricted Party in this Agreement, any Credit Document or in any certificate or other document at any time delivered hereunder to the Agent or the Lenders shall prove to have been incorrect or misleading in any material respect on and as of the date thereof and the Borrower shall have failed to remedy, or cause to be remedied, such default within 30 days; or

• 10.1.16 if the Family Group ceases to own at least 50.1% of the issued Voting Shares of the Borrower without the prior written consent of the Majority Lenders; or

• 10.1.17 if any of the Security shall cease to be a valid and perfected first priority security interest subject only to Permitted Encumbrances and the Borrower shall have failed to remedy, or cause to be remedied, such default within 10 Business Days; or

• 10.1.18 if an event of default occurs under any Material Contract of a Restricted Party (other than an event of default specifically dealt with in this Section) resulting in, or which would reasonably be expected to result in, a Material Adverse Change and such event of default is not remedied within 30 days after the applicable Restricted Party becomes aware of such event of default; or

• 10.1.19 if proceedings are commenced for the dissolution, liquidation or winding-up of any Restricted Party (except as provided in Section 8.4.3) or for the suspension of the

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operations of any Restricted Party unless such proceedings are being actively and diligently contested in good faith.

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Acceleration and Termination of Rights

If any Event of Default shall occur, the Lenders will have no further obligation to make Advances and all Obligations (other than under or in connection with a Hedge Obligation) shall, at the option of the Agent or upon the request of a Majority Lenders, become immediately due and payable with interest thereon, at the rate or rates determined as herein provided, to the date of actual payment thereof, all without notice, presentment, protest, demand, notice of dishonour or any other demand or notice whatsoever, all of which are hereby expressly waived by the Borrower provided, if any Event of Default described in Section 10.1.11 or 10.1.12 occurs, the Commitments (if not theretofore terminated) will automatically terminate and the outstanding principal amount or face amount, as the case may be, of all Advances and all other Obligations will automatically be and become immediately due and payable. In such event, the Majority Lenders may in their discretion, direct the Agent on their behalf, to exercise any right or recourse and/or proceed by any action, suit, remedy or proceeding against the Borrower authorized or permitted by law for the recovery of all the Obligations of the Borrower to the Lenders and proceed to exercise any and all rights hereunder and under the Security and no such remedy for the enforcement of the rights of the Lenders shall be exclusive of or dependent on any other remedy but any one or more of such remedies may from time to time be exercised independently or in combination.

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Payment of Bankers’ Acceptances and Letters of Credit

If the Borrower does not pay to the Agent for the account of the Lenders the principal amount of any unmatured Bankers’ Acceptance or the face amount of any unexpired Letter of Credit required to be paid pursuant to Section 10.2, the Agent on behalf of the Lenders shall have the option with the consent of all of the Lenders at any time without notice to the Borrower to give notice to the Lenders to make an Advance to the Borrower equal to the principal amount of all unmatured Bankers’ Acceptances and the face amount of all unexpired Letters of Credit, such Advance not to bear interest. The proceeds of such Advance shall be held by the Lender in a non-interest bearing cash collateral account for the benefit of the Borrower and shall be applied in payment of such Bankers’ Acceptances as they mature and such Letters of Credit if payment is required thereunder or otherwise as the Lender may require. The Borrower shall execute and deliver as security for such Advance all such security agreement as the Lender may deem necessary or advisable including an assignment of credit balance in respect of such cash collateral account.

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Remedies Cumulative and Waivers

For greater certainty, it is expressly understood and agreed that the respective rights and remedies of the Lenders and the Agent hereunder or under any other Credit Document or instrument executed pursuant to this Agreement are cumulative and are in addition to and not in substitution for any rights or remedies provided by law or by equity; and any single or partial exercise by the Lenders or by the Agent of any right or remedy for a default or breach of any term, covenant, condition or agreement contained in this Agreement or other document or instrument executed pursuant to this Agreement shall not be deemed to be a waiver of or to alter, affect or prejudice any other right or remedy or other rights or remedies to which any one or more of the Lenders and the Agent may be lawfully entitled for such default or breach. Any waiver by the Lenders or the Agent of the strict observance, performance or compliance with any term, covenant, condition or other matter contained herein and any indulgence granted, either expressly or by course of conduct, by the Lenders or the Agent shall be effective only in the specific instance and for the purpose for which it was given and shall be deemed not to be a waiver of any rights and remedies of

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the Lenders or the Agent under this Agreement or any other Credit Document or instrument executed pursuant to this Agreement as a result of any other default or breach hereunder or thereunder.

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Termination of Lenders’ Obligations

The occurrence of an Event of Default shall relieve the Lenders of all obligations to provide any further Advances hereunder; provided that the foregoing shall not prevent the Lenders from disbursing money hereunder in reduction of then outstanding Bankers’ Acceptances and Letters of Credit.

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Saving

The Lenders shall not be under any obligation to the Borrower or any other Person to realize any collateral or enforce the Security or any part thereof or to allow any of the collateral to be sold, dealt with or otherwise disposed of. The Lenders shall not be responsible or liable to the Borrower or any other Person for any loss or damage upon the realization or enforcement of, the failure to realize or enforce the collateral or any part thereof or the failure to allow any of the collateral to be sold, dealt with or otherwise disposed of or for any act or omission on their respective parts or on the part of any director, officer, agent, servant or adviser in connection with any of the foregoing, except that a Lender may be responsible or liable for any loss or damage arising from the wilful misconduct or negligence of that Lender.

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Perform Obligations

If an Event of Default has occurred and is continuing and if the Borrower has failed to perform any of its covenants or agreements in the Credit Documents, the Majority Lenders, may, but shall be under no obligation to, instruct the Agent on behalf of the Lenders to perform any such covenants or agreements in any manner deemed fit by the Majority Lenders without thereby waiving any rights to enforce the Credit Documents. The reasonable expenses (including any legal costs) paid by the Agent and/or the Lenders in respect of the foregoing shall be secured by the Security.

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Third Parties

No person dealing with the Lenders or any agent of the Lenders shall be concerned to inquire whether the Security has become enforceable, or whether the powers which the Lenders are purporting to exercise have been exercisable, or whether any Obligations remain outstanding upon the security thereof, or as to the necessity or expediency of the stipulations and conditions subject to which any sale shall be made, or otherwise as to the propriety or regularity of any sale or other disposition or any other dealing with the collateral charged by such Security or any part thereof.

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Set-Off or Compensation

In addition to and not in limitation of any rights now or hereafter granted under Applicable Law, if repayment is accelerated pursuant to Section 10.2, the Lenders, or any of them, may at any time and from time to time without notice to the Borrower or any other Person, any notice being expressly waived by the Borrower, set-off and compensate and apply any and all deposits, general or special, time or demand, provisional or final, matured or unmatured, and any other indebtedness at any time owing by the Lenders, or any of them, to or for the credit of or the account of the Borrower, against and on account of the Obligations notwithstanding that any of them are contingent or unmatured.

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Realization of Security

Each of the Lenders and Hedge Providers acknowledges that the Agent holds the Security to secure all of the Obligations and upon the event of the occurrence of an Event of Default, shall act on the written instructions of the Majority Lenders as provided in this Agreement and shall distribute the net sale proceeds of realization of the Security to the Lenders and Hedge Providers in accordance with their Proportionate Share of the Obligations and in accordance with Section 10.11.

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Application of Payments

If any Event of Default shall occur and be continuing, all payments made by a Restricted Party hereunder in respect of Hedge Obligations, or received from proceeds of realization of any Security, shall be applied in the following order, on a pro rata basis:

• (a) to amounts due under the Obligations as fees, including any fees payable pursuant to the Fee Letter and the Agency Fee Letter;

• (b) to amounts due under the Obligations as costs and expenses;

• (c) to amounts due under the Obligations as default interest;

• (d) to amounts due under the Obligations as Letter of Credit fees;

• (e) to amounts due under the Obligations as interest; and

• (f) to amounts due hereunder in respect of Bankers’ Acceptances, as principal, and all Positive Mark to Market Amounts owing to Hedge Providers in respect of Hedge Obligations; provided that, for the purposes of this Section only, such Positive Mark to Market Amounts shall be the amounts as determined herein, unless on such day of calculation an Early Termination Date (as defined in the applicable ISDA Master Agreement) has been designated and an amount payable under Section 6(e) of such ISDA Master Agreement has been determined, in which case, such amount payable under Section 6(e) will be the Positive Mark to Market Amount in respect of such Hedge Provider.

ARTICLE 11

TAXES, COSTS, EXPENSES AND INDEMNIFICATION

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Costs and Expenses

The Borrower shall pay promptly upon notice from the Agent all reasonable costs and expenses in connection with preparation, execution and delivery of this Agreement and the other documents to be delivered hereunder, expenses incurred by RBC in connection with the preparation of the term sheet in respect hereof, expenses in respect of syndication of the Credit Facilities and RBC’s due diligence, all whether or not any Advance has been made hereunder, including the reasonable fees and out-of-pocket expenses of Lenders’ Counsel with respect thereto and with respect to advising the Agent or the Lenders as to its or their rights and responsibilities under this Agreement and the other Credit Documents to be delivered hereunder. The Borrower further agrees to pay within 10 Business Days of demand by the Agent all reasonable costs and expenses in connection with the preparation or review of waivers, consents and amendments requested by the Borrower and, to the extent reasonably required, questions of

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interpretation of this Agreement and in connection with the establishment of the validity and enforceability of this Agreement and the preservation or enforcement of rights of the Agent and/or the Lenders under this Agreement and other documents to be delivered hereunder, including all reasonable costs and expenses sustained by each Lender or the Agent as a result of any failure by the Borrower to perform or observe any of its obligations hereunder, together with interest at the Prime Rate plus 2% per annum from and after such 10th Business Day if such payment is not made by such time. Such costs and expenses shall be payable whether or not an Advance is made under this Agreement.

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Indemnification by the Borrower

In addition to any liability of the Borrower to any Lender or the Agent under any other provision hereof, the Borrower shall indemnify each Lender, the Agent (and any sub-agent thereof), the Issuing Lenders and each Related Party thereof (collectively, the “ Indemnitees ”) and hold each Indemnitee harmless against any reasonable loss or expense (other than loss of profits) incurred by such Indemnitee as a result of:

• (a) any failure by the Borrower to fulfil any of its obligations hereunder including any cost or expense incurred by reason of the liquidation or re-employment in whole or in part of deposits or other funds required by any Lender to fund any Bankers’ Acceptance or Letter of Credit or to fund or maintain its Proportionate Share of any Advance as a result of the Borrower’s failure to complete an Advance or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder;

• (b) the Borrower’s failure to provide for the payment to the Agent, for the account of each of the Lenders, of the full principal or face amount of each Bankers’ Acceptance or Letter of Credit on its maturity date;

• (c) the Borrower’s failure to pay any other amount, including any interest or fee, due hereunder on its due date; the repayment or prepayment of a LIBOR Advance otherwise than on the last day of its LIBOR Period;

• (d) the provision of funds for any outstanding Bankers’ Acceptance or Letter of Credit before the maturity date of such Bankers’ Acceptance or Letter of Credit;

• (e) the Borrower’s failure to give any notice required to be given by it to the Agent or Lenders hereunder; or

• (f) the failure of the Borrower to make any other payment when due hereunder.

A certificate of a Lender or the Agent as to the amount of any such loss or expense shall be prima facie evidence as to the amount thereof, in the absence of manifest error. The agreements in this Section shall survive the termination of this Agreement and repayment of the Obligations.

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Specific Environmental Indemnification

The Borrower shall indemnify the Indemnitees and hold each harmless at all times from and against any and all losses, damages and costs (including reasonable counsel fees and expenses) resulting from any legal action commenced or claim made by a third party against any Indemnitee related to or as a result of actions on the part of the Borrower or any Subsidiary thereof related to or as a consequence of environmental matters or a failure to comply with Requirements of Environmental Law. The Borrower or

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such Subsidiary, as the case may be, shall have the sole right, at its expense, to control any such legal action or claim and to settle on terms and conditions approved by the Borrower or such Subsidiary, as the case may be, and approved by the party named in such legal action or claim whether it be the Lenders or the Agent, or any of them acting reasonably provided that if, in the opinion of the Lenders, or the Agent, or any of them as the case may be, the interests of the Lenders, or the Agent or any of them are different from those of the Borrower or such Subsidiary in connection with such legal action or claim, the Lenders or the Agent or any of them shall have the sole right, at the Borrower’s expense, to defend their own interests provided that any settlement of such legal action or claim shall be on terms and conditions approved by the Borrower, acting reasonably. If the Borrower or such Subsidiary does not defend the legal action or claim, the Agent and the Lenders shall have the right to do so on their own behalf and on behalf of the Borrower or such Subsidiary, as the case may be, at the expense of the Borrower.

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Reimbursement by Lenders

To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 11.1, 11.2 or 11.3 to be paid by it to the Agent (or any sub-agent thereof), an Issuing Lender or any Related Party thereof, each Lender severally agrees to pay to the Agent (or any sub-agent thereof), such Issuing Lender or such Related Party thereof, as the case may be, such Lender’s Proportionate Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent (or any sub-agent thereof) or the applicable Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Agent (or any sub-agent thereof) or the applicable Issuing Lender in connection with such capacity. The obligations of the Lenders under this Section 11.4 are subject to the other provisions of this Agreement concerning several liability of the Lenders.

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Waiver of Consequential Damages

To the fullest extent permitted by Applicable Law, the Borrower shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for indirect, consequential, punitive, aggravated or exemplary damages (as opposed to direct damages) arising out of, in connection with, or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby (or any breach thereof), the transactions contemplated hereby or thereby, any Advance or Letter of Credit or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.

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Taxes.

(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes . Any and all payments by or on account of any obligation of the Borrower or any Secured Subsidiary hereunder or under any other Credit Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Laws. If, however, Applicable Laws require the Borrower, any Secured Subsidiary or the Agent to withhold or deduct any Tax from any such payment by a Withholding Agent, (i) the applicable Withholding Agent shall be entitled to make such deduction or withholding in accordance with such Applicable Laws as determined by the Borrower or such Secured Subsidiary or the Agent, as the case may be, as determined in the good faith discretion of the Borrower or such Secured Subsidiary or the Agent,

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including upon the basis of the information and documentation to be delivered pursuant to clause (e) below, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law, and (iii) to the extent that the withholding or deduction is made on account of Indemnified Taxes, then the sum payable by the Borrower or a Secured Subsidiary shall be increased as necessary so that after any such deduction or withholding has been made (including deductions applicable to additional sums payable under this Section 11.6) the applicable Credit Party, as the case may be, receives an amount equal to the sum it would have received had no such deduction or withholding been made.

• (b) Payment of Other Taxes by Borrower . Without limiting the provisions of clause (a) above, the Borrower and each Secured Subsidiary shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with Applicable Laws, or at the option of the Agent timely reimburse it for the payment of, any Other Taxes.

• (c) Tax Indemnifications . Without limiting the provisions of clauses (a) or (b):

• (i) The Borrower and each Secured Subsidiary shall, and do hereby, indemnify each Credit Party, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 11.6) imposed on, payable or paid by such Credit Party or required to be withheld or deducted from a payment to such Credit Party and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender shall be conclusive absent manifest error.

• (ii) Each Lender shall, and does hereby, indemnify the Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for the Borrower or the Agent) incurred by or asserted against any Credit Party or the Agent by any Governmental Authority as a result of the failure by such Lender, to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender, to the Borrower or the Agent pursuant to clause (e). Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Credit Document against any amount due to the Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

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• (d) Evidence of Payments . As soon as practicable after any payment of Indemnified Taxes by the Borrower or such Secured Subsidiary to a Governmental Authority as provided in this Section 11.6, the Borrower or such Secured Subsidiary shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Applicable Law to report such payment or other evidence of such payment reasonably satisfactory to the Agent.

• (e) Status of Lenders; Tax Documentation .

• (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the Borrower or Secured Subsidiary and to the Agent, at the time or times reasonably requested in writing by the Borrower or Secured Subsidiary or the Agent, such properly completed and executed documentation reasonably requested by the Borrower or Secured Subsidiary or the Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested in writing by Borrower or the Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested in writing by Borrower or the Agent as will enable Borrower or the Agent to determine: (A) whether or not payments made hereunder or under any other Credit Document are subject to Taxes; (B) if applicable, the required rate of withholding or deduction; and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Borrower or Secured Subsidiary pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 11.6(e)(ii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

• (ii) Each Lender agrees that if any form or certification it previously delivered under this Section 11.6(e) expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and the Agent in writing of its legal inability to do so.

• (f) FATCA Documentation . If a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to Borrower and the Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested in writing by Borrower or the Agent such documentation prescribed by Applicable Law (including as prescribed by

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Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested in writing by Borrower or the Agent as may be necessary for Borrower and the Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 11.6(f), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

• (g) Treatment of Certain Refunds . Unless required by Applicable Laws, at no time shall the Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If the Agent or any Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or Secured Subsidiaries or with respect to which the Borrower or Secured Subsidiary has paid additional amounts pursuant to this Section 11.6, it shall pay to the Borrower or Secured Subsidiary an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower or Secured Subsidiary under this Section 11.6 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower or Secured Subsidiaries, upon the request of the Agent or such Lender, agree to repay the amount paid over to the Borrower or Secured Subsidiary (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Agent or such Lender in the event the Agent or such Lender is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower, any Secured Subsidiary or any other Person.

• (h) Survival . Each party’s obligations under this Section 11.6 shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Credit Document.

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Mitigation Obligations; Replacement of Lenders.

• (a) Designation of a Different Lending Office . If any Lender requests compensation under Section 13.1, or Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 11.6, or if any Lender gives a notice pursuant to Section 13.4, then, at the request of Borrower, such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Advances or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment: (i) would eliminate or reduce amounts payable pursuant to Section 11.6 or Section 13.1, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 13.4, as applicable; and (ii) in each case, would not subject such Lender to any unreimbursed cost or

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expense and would not otherwise be disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

• (b) Replacement of Lenders . If any Lender requests compensation under Section 13.1, or if Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 11.6 or any is a Defaulting Lender or a Non-Consenting Lender, Borrower may replace such Lender in accordance with Article 14 (with the processing and recording fee under Section 14.2.1 to be paid by Borrower in such instance); provided that:

• (i) neither the Agent nor any Lender shall have any obligation to find a replacement assignee;

• (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Article 14) from the applicable assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts);

• (iii) in the case of any such assignment resulting from payments required to be made pursuant to Section 11.6 or a claim for compensation under Section 13.1, such assignment will result in a reduction in such payments or compensation thereafter or, in the case of any such assignment resulting from a notice pursuant to Section 13.4, such assignment will eliminate the need for such notice;

• (iv) such assignment does not conflict with Applicable Law; and

• (v) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall be deemed to have consented to the applicable amendment, waiver or consent.

In connection with any such assignment resulting from a Lender becoming a Defaulting Lender or a Non-Consenting Lender, if any such Defaulting Lender or Non-Consenting Lender does not execute and deliver to the Agent a duly executed Assignment and Assumption pursuant to Article 14 reflecting such assignment within five (5) Business Days of the date on which the applicable assignee executes and delivers such Assignment and Assumption to such Defaulting Lender or Non-Consenting Lender, then such Defaulting Lender or Non-Consenting Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of such Defaulting Lender or Non-Consenting Lender, whereupon such assignment shall become effective upon payment to such Lender of all amounts owing to such Lender under clause (ii) above (which amounts shall be calculated by the Agent and shall be conclusive absent manifest error) and compliance with the other applicable requirements pursuant to Article 14.

• (c) Survival . All of Borrower’s obligations under this Article 11 shall survive termination of the aggregate Commitments, repayment of all Obligations hereunder and resignation of the Agent.

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ARTICLE 12

THE AGENT AND THE LENDERS

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Authorization of Agent and Relationship

Each Lender hereby appoints the Agent as agent and the Agent hereby accepts such appointment. The appointment may only be terminated as expressly provided in this Agreement. Each Lender hereby authorizes the Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Agent by the terms of this Agreement and the other Credit Documents, together with all powers reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Agent shall have no duties or obligations except those expressly set forth herein and no other duties or obligations of the Agent shall be implied in this Agreement or in any other Credit Document. The Agent may perform such duties or obligations by or through its agents or employees. The Agent shall not by any reason of this Agreement or any of the other Credit Documents have a fiduciary duty in respect of any Lender. As to any matters not expressly provided for by this Agreement, the Agent is not required to exercise any discretion or to take any action, but is required to act or to refrain from acting (and is fully protected in so acting or refraining from acting) upon the instructions of the Lenders or the Majority Lenders, as the case may be. Those instructions shall be binding upon all Lenders, but the Agent is not required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or Applicable Law.

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Disclaimer of Agent

The Agent makes no representation or warranty, and assumes no responsibility with respect to the due execution, legality, validity, sufficiency, enforceability or collectability of this Agreement or any other Credit Document. The Agent assumes no responsibility for the financial condition of the Borrower, or for the performance of the obligations of the Borrower under this Agreement or any other Credit Document. The Agent assumes no responsibility with respect to the accuracy, authenticity, legality, validity, sufficiency or enforceability of any documents, papers, materials or other information furnished by the Borrower to the Agent. The Agent shall not be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or as to the use of the proceeds of the Credit Facilities or (unless the officers or employees of the Lender acting as Agent acting in their capacity as officers or employees on the Borrower’s accounts have actual knowledge thereof, or have been notified thereof in writing by the Borrower or a Lender) of the existence or possible existence of any Event of Default or Pending Event of Default other than nonpayment of amounts due hereunder payable through the Agent. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Agent under or in connection with the Agreement except for its or their own negligence or wilful misconduct. With respect to its Commitment, a Lender or Hedge Provider acting as Agent shall have the same rights and powers hereunder as any other Lender or Hedge Provider, and may exercise the same as though it were not performing the duties and functions delegated to it as Agent hereunder.

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Failure of Lender to Fund

• 12.3.1 Unless the Agent has actual knowledge that a Lender has not made or will not make available to the Agent for value on a Drawdown Date the applicable amount required from such Lender, the Agent shall be entitled to assume that such amount has been or will be received from such Lender when so due and the Agent may (but shall not be obliged to), in reliance upon such assumption, make available to the Borrower a

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corresponding amount. If such amount is not in fact received by the Agent from such Lender on such Drawdown Date and the Agent has made available a corresponding amount to the Borrower on such Drawdown Date as aforesaid, such Lender shall pay to the Agent on demand an amount equal to the product of (i) the Interbank Reference Rate per annum multiplied by (ii) the amount that should have been paid to the Agent by such Lender on such Drawdown Date and was not, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including such Drawdown Date to but excluding the date on which the amount is received by the Agent from such Lender and the denominator of which is 365. A certificate of the Agent containing details of the amount owing by a Lender under this Section shall be binding and conclusive in the absence of manifest error. If any such amount is not in fact received by the Agent from such Lender on such Drawdown Date, the Agent shall be entitled to recover from the Borrower, on demand, the related amount made available by the Agent to the Borrower as aforesaid together with interest thereon at the applicable rate per annum payable by the Borrower hereunder.

• 12.3.2 Notwithstanding the provisions of Section 12.3.1, if any Lender (i) fails to make available to the Agent its Proportionate Share of any Advance, which for greater certainty includes a deemed Advance, or (ii) has, or has a direct or indirect parent company that has become the subject of a Bail-in Action, (in each case such Lender being herein called the “ Defaulting Lender ”) the Agent shall forthwith give notice of such failure by the Defaulting Lender to the Borrower (except where such failure relates to a deemed Advance) and the other Lenders. The Agent shall then forthwith give notice to the Lenders that any Lender may make available to the Agent all or any portion of the Defaulting Lender’s Proportionate Share of such Advance (but in no way shall any Lender be obliged to do so) in the place of the Defaulting Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Defaulting Lender in such circumstances and the aggregate of the funds which such Lenders (herein collectively called the “ Contributing Lenders ” and individually called the “ Contributing Lender ”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Proportionate Share of such Advance based on the Contributing Lenders’ relative commitments to advance in such circumstances. Subject to Section 12.12, if any Contributing Lender makes funds available in the place of a Defaulting Lender in such circumstances, then the Defaulting Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to such Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Proportionate Share of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Proportionate Share of any Advance as required herein.

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Payments by the Borrower

• 12.4.1 Prior to an Event of Default that is continuing, all payments made by or on behalf of the Borrower pursuant to this Agreement shall be made to and received by the Agent on behalf of the Lenders and shall be distributed by the Agent (except to the extent payable to the Agent on its own account) to the Lenders, as the case may be, as soon as possible upon receipt by the Agent. Subject to Sections 4.4 and 12.5, the Agent shall distribute to

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the Lenders in accordance with each Lender’s Proportionate Share of the Credit Facilities or the applicable Credit Facility:

• (a) payments of interest, Letter of Credit Fees and all other fees payable pursuant to any Credit Document;

• (b) costs and expenses;

• (c) repayments of principal;

• (d) prepayments of principal;

• (e) amounts to be received by the exercise of any right of set-off, consolidation of accounts, or by counterclaim or cross-action; and

• (f) all other payments received by the Agent.

• 12.4.2 Notwithstanding the foregoing, any such distribution that would otherwise be made pursuant to Section 12.4.1(c) or (d) on account of any outstanding Bankers’ Acceptances shall be set aside in a separate collateral account for the primary benefit of the Lenders who have issued such Bankers’ Acceptances (and for the secondary benefit of the Lenders in respect of other Obligations) until and to the extent that such Obligations become matured and not contingent, at which time such distributions shall be made to the Lenders for whose primary benefit such amounts are held, at which time such application shall be made in accordance with Section 12.4.1(c) or (d).

• 12.4.3 Subject to Section 12.5, if the Agent does not distribute a Lender’s Proportionate Share of a payment made by the Borrower to or for the benefit of that Lender for value on the day that payment is made to the Agent, provided that such payment is received by the Agent no later than 1:00 p.m. (Toronto time) on such day, the Agent shall pay to the Lender on demand an amount equal to the product of (i) the Interbank Reference Rate per annum multiplied by (ii) the Lender’s Proportionate Share of the amount received by the Agent from the Borrower and not so distributed, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Agent to but excluding the date on which the payment is made by the Agent to such Lender and the denominator of which is 365.

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Payments by Agent

• 12.5.1 For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:

• (a) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;

• (b) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, then subject to Section 4.4, the Agent shall have no obligation to remit to each Lender any amount other than such Lender’s applicable Proportionate Share of that amount which is the amount actually received by the Agent;

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• (c) if any Lender advances more or less than its Proportionate Share of a Credit Facility, such Lender’s entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;

• (d) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall, in the absence of manifest error, be binding and conclusive;

• (e) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein; and

• (f) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out in Schedule B-2 unless notice to the contrary is received by the Agent from such Lender.

• 12.5.2 Unless the Agent has actual knowledge that the Borrower has not made or will not make a payment to the Agent for value on the date in respect of which the Borrower has notified the Agent that the payment will be made and except to the extent that the Agent has received notice under Section 4.4, the Agent shall be entitled to assume that such payment has been or will be received from the Borrower when due and the Agent may (but shall not be obliged to), in reliance upon such assumption, pay the Lenders corresponding amounts. If the payment by the Borrower is in fact not received by the Agent on the required date and the Agent has made available corresponding amounts to the Lenders, the Borrower shall, without limiting its other obligations under this Agreement, indemnify the Agent against any and all liabilities, obligations, losses (other than loss of profit), damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Agent as a result. A certificate of the Agent with respect to any amount owing by the Borrower under this Section shall be prima facie evidence of the amount owing in the absence of manifest error.

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Direct Payments

The Lenders agree among themselves that, except as otherwise provided for in this Agreement and except as necessary to adjust for Advances that are not in each Lender’s Proportionate Share under a Credit Facility, all sums received by a Lender relating to this Agreement or by virtue of the Security, whether received by voluntary payment, by the exercise of the right of set-off or compensation (pursuant to Section 4.4 or otherwise) or by counterclaim, cross-action or as proceeds of realization of any Security or otherwise, shall be shared by each Lender in its applicable Proportionate Share in accordance with Section 12.4 and each Lender undertakes to do all such things as may be reasonably required to give full effect to this Section, including the purchase from other Lenders of a portion thereof by the Lender who has received an amount in excess of its applicable Proportionate Share as shall be necessary to cause such purchasing Lender to share the excess amount rateably in its applicable Proportionate Share with the other Lenders. If any sum which is so shared is later recovered from the Lenders who originally received it, the Lender shall restore its applicable Proportionate Share of such sum to such Lenders, without interest. If any Lender (a “ Receiving Lender ”) shall obtain any payment of moneys due under this Agreement as referred to above, the Receiving Lender shall forthwith remit such payment to the Agent and, upon receipt, the Agent shall distribute such payment in accordance with the provisions of Section 12.5.

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Administration of the Credit Facilities

• 12.7.1 Unless otherwise specified herein, the Agent shall perform the following duties under this Agreement:

• (a) prior to an Advance, ensure that all conditions precedent have been fulfilled in accordance with the terms of this Agreement;

• (b) take delivery of each Lender’s Proportionate Share of an Advance and make all Advances hereunder in accordance set forth herein;

• (c) use reasonable efforts to collect promptly all sums due and payable by the Borrower pursuant to this Agreement;

• (d) make all payments to the Lenders in accordance with the provisions hereof;

• (e) hold all legal documents relating to the Credit Facilities, maintain complete and accurate records showing all Advances made by the Lenders, all remittances and payments made by the Borrower to the Agent, all remittances and payments made by the Agent to the Lenders and all fees or any other sums received by the Agent and allow each Lender and their respective advisors to examine such accounts, records and documents at their own expense (except those relating to the Agent for its own account), and provide any Lender, upon reasonable notice, with such copies thereof as such Lender may reasonably require from time to time at its expense;

• (f) except as otherwise specifically provided for in this Agreement, promptly advise each Lender upon receipt of each notice and deliver to each Lender, promptly upon receipt, all other written communications furnished by the Borrower to the Agent pursuant to this Agreement, including copies of financial reports and certificates which are to be furnished to the Agent;

• (g) forward to each of the Lenders, one copy each of this Agreement and other Credit Documents (excluding for this purpose any Hedge Agreement to which such Lender is not a party);

• (h) promptly forward to each Lender, upon request, an up-to-date loan status report and any other information respecting the Borrower reasonably requested by such Lender; and

• (i) upon learning of same, promptly advise each Lender in writing of the occurrence of an Event of Default or Pending Event of Default or the occurrence of any event, condition or circumstance which would result in Material Adverse Change or of any material adverse information coming to the attention of the Agent (using reasonable efforts) relative to the Borrower or any Subsidiary thereof, provided that, except as aforesaid, the Agent shall be under no duty or obligation whatsoever to provide any notice to the Lenders and further provided that each Lender hereby agrees to notify the Agent of any Event of Default or Pending Event of Default of which it may reasonably become aware.

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• 12.7.2 The Agent may take the following actions only with the prior consent of the Majority Lenders, unless otherwise specified in this Agreement:

• (a) subject to Section 12.7.3 and Section 12.7.4, exercise any and all rights of approval conferred upon the Lenders by this Agreement;

• (b) amend, modify or waive any of the terms of this Agreement or any Credit Document (other than Hedge Agreements, Non-Disturbance Agreements and Security) including waiver of an Event of Default or Pending Event of Default, if such amendment, modification or waiver would affect the rights of the Lenders or the Agent in any material manner and, in each case if such action is not otherwise provided for in Section 12.7.3 and Section 12.7.4;

• (c) amend, modify or waive any of the terms of the Security and, if such action is not otherwise provided for in Section 12.7.4;

• (d) engage professionals, experts and agents as permitted by Section 12.8.1;

• (e) declare an Event of Default or take action to enforce performance of the Obligations of the Borrower including the appointment of a receiver, the exercise of powers of distress, lease or sale given by law and take foreclosure proceedings and/or pursue any other legal remedy necessary;

• (f) decide to accelerate the amounts outstanding under the Credit Facilities (or either of them); and

• (g) pay insurance premiums, taxes and any other sums as may be reasonably required to protect the interests of the Lenders.

• 12.7.3 The Agent will not amend, modify, discharge, terminate or waive any of the terms of this Agreement if such amendment, modification, discharge, termination or waiver would increase the amount of a Credit Facility, reduce the interest rates applicable to such Credit Facility, reduce the fees payable with respect to such Credit Facility, extend any date fixed for payment of principal or interest relating to such Credit Facility, extend the repayment dates of such Credit Facility or change the definition of Majority Lenders, in each case without the prior unanimous consent of the Revolving Facility Lenders or Term Loan Lenders, as applicable.

• 12.7.4 The Agent may take the following actions only if the prior unanimous consent of the Lenders is obtained, unless otherwise specified herein:

• (a) amend, modify or waive any of the terms of the Security if such amendment, modification or waiver would affect the rights of the Lenders or the Agent in any material manner, or discharge or terminate any terms of the Security;

• (b) amend this Section 12.7.4;

• (c) amend Section 3.5; and

• (d) amend Section 10.11.

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• 12.7.5 The Agent may not increase the Commitment of any Lender without the consent of such Lender.

• 12.7.6 As between the Borrower, on the one hand, and the Agent and the Lenders, on the other hand:

• (a) all statements, certificates, consents and other documents which the Agent purports to deliver on behalf of the Lenders or the Majority Lenders shall be binding on each of the Lenders, and the Borrower shall not be required to ascertain or confirm the authority of the Agent in delivering such documents;

• (b) all certificates, statements, notices and other documents which are delivered by the Borrower to the Agent in accordance with this Agreement shall be deemed to have been delivered to each of the Lenders;

• (c) all payments which are delivered by the Borrower to the Agent in accordance with this Agreement shall be deemed to have been duly delivered to each of the Lenders; and

• (d) unless an Event of Default or Pending Event of Default has occurred and is continuing, the Borrower’s consent to the appointment of any Successor Agent must be obtained, but the Borrower’s consent shall not be unreasonably withheld or delayed.

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Rights of Agent

• 12.8.1 In administering the Credit Facilities, the Agent may retain, at the expense of the Lenders if such expenses are not recoverable from the Borrower, such solicitors, counsel, auditors and other experts and agents as the Agent may select, in its sole discretion, acting reasonably and in good faith after consultation with the Lenders.

• 12.8.2 The Agent shall be entitled to rely on any communication, instrument or document believed by it to be genuine and correct and to have been signed by the proper individual or individuals, and shall be entitled to rely and shall be protected in relying as to legal matters upon opinions of independent legal advisors selected by it. The Agent may also assume that any representation made by the Borrower is true and that no Event of Default or Pending Event of Default has occurred unless the officers or employees of the Lender acting as Agent, active in their capacity as officers or employees responsible for the Borrower’s account have actual knowledge to the contrary or have received notice to the contrary from any other party to this Agreement.

• 12.8.3 The Agent may, without any liability to account, but subject to the terms of this Agreement, accept deposits from and lend money to and generally engage in any kind of banking, or other business with the Borrower, as if it were not the Agent.

• 12.8.4 Except in its own right as a Lender, the Agent shall not be required to advance its own funds for any purpose, and in particular, shall not be required to pay with its own funds, insurance premiums, taxes or public utility charges or the cost of repairs or maintenance with respect to the assets which are the subject matter of the Security, nor shall it be required to pay with its own funds the fees of counsel, auditors, experts or agents engaged by it as permitted hereby.

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Acknowledgements, Representations and Covenants of Lenders

• 12.9.1 It is acknowledged and agreed by each Lender that it has itself been, and will continue to be, solely responsible for making its own independent appraisal of and investigations into the financial condition, creditworthiness, property, affairs, status and nature of the Borrower. Accordingly, each Lender confirms to the Agent that it has not relied, and will not hereafter rely, on the Agent to (a) check or inquire on its behalf into the adequacy or completeness of any information provided by the Borrower under or in connection with this Agreement or the transactions herein contemplated (whether or not such information has been or is hereafter distributed to such Lender by the Agent), or (b) assess or keep under review on its behalf the financial condition, creditworthiness, property, affairs, status or nature of the Borrower.

• 12.9.2 Each Lender represents and warrants that it has the legal capacity to enter into this Agreement pursuant to its charter and any applicable legislation and has not violated its charter, Constating Documents or any applicable legislation by so doing.

• 12.9.3 Each Lender agrees to indemnify the Agent (to the extent not reimbursed by the Borrower), rateably according to its Proportionate Share of the Credit Facilities from and against any and all liabilities and obligations (whether direct or indirect, contingent or otherwise), losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of the Credit Documents or the transactions therein contemplated, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s negligence or wilful misconduct. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand rateably according to its Proportionate Share of the Credit Facilities for any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower. The obligation of the Lenders to indemnify the Agent shall survive the termination of this Agreement.

• 12.9.4 Each of the Lenders acknowledges and confirms that in the event that the Agent does not receive payment in accordance with this Agreement, it shall not be the obligation of the Agent to maintain the Credit Facilities, or either of them, in good standing nor shall any Lender have recourse to the Agent in respect of any amounts owing to such Lender under this Agreement.

• 12.9.5 Each Lender acknowledges and agrees that its obligation to advance its Proportionate Share of each Credit Facility in respect of which it has a Commitment in accordance with the terms of this Agreement is independent and in no way related to the obligation of any other Lender hereunder.

• 12.9.6 Each Lender hereby acknowledges receipt of a copy of this Agreement and acknowledges that it is satisfied with the form and content of such documents.

• 12.9.7 Except to the extent recovered by the Agent from the Borrower, promptly following demand therefor, each Lender shall pay to the Agent an amount equal to such Lender’s

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Proportionate Share of the Credit Facilities of any and all reasonable costs, expenses, claims, losses and liabilities incurred by the Agent in connection with this Agreement except for those incurred by reason of the Agent’s negligence or wilful misconduct.

• 12.9.8 Each Lender shall respond promptly to each request by the Agent for the consent of such Lender required hereunder.

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Collective Action of the Lenders

Each of the Lenders hereby acknowledges that to the extent permitted by Applicable Law, the remedies provided under the Credit Documents to the Lenders are for the benefit of the Lenders collectively and acting together and not severally and further acknowledges that its rights hereunder are to be exercised not severally, but by the Agent upon the decision of the Majority Lenders or all of the Lenders as required by this Agreement. Accordingly, notwithstanding any of the provisions contained herein, each of the Lenders hereby covenants and agrees that it shall not be entitled to take any action hereunder or thereunder including any declaration of default hereunder or thereunder but that any such action shall be taken only by the Agent with the prior written agreement of the Majority Lenders or all of the Lenders, as required. Each of the Lenders hereby further covenants and agrees that upon any such written agreement being given by the Majority Lenders or all of the Lenders, as required, it shall cooperate fully with the Agent to the extent requested by the Agent. Notwithstanding the foregoing, in the absence of the instructions from the Lenders and where in the sole opinion of the Agent, acting reasonably and in good faith, the exigencies of the situation warrant such action, the Agent may without notice to or consent of the Lenders take such action on behalf of the Lenders as it deems appropriate or desirable in the interest of the Lenders.

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Successor Agent

Subject to the appointment and acceptance of a Successor Agent as provided in this Section, and subject to Section 12.7.6(d), the Agent may resign at any time by giving 30 days’ written notice thereof to the Lenders and the Borrower, and may be removed at any time by the Majority Lenders upon 30 days’ written notice. Upon receipt of notice by the Lenders of the resignation of the Agent, or upon giving notice of termination to the Agent, the Majority Lenders may, within 21 days, appoint, having obtained the prior written consent of the Borrower (except upon and after the occurrence of a Pending Event of Default or an Event of Default, in which case no consent will be required), a successor from among the Lenders or, if no Lender is willing to accept such an appointment, from among other banks to which the Bank Act (Canada) applies, which each have combined capital and reserves in excess of Cdn. $250,000,000, and which have offices in Toronto (the “ Successor Agent ”). If no Successor Agent has been so appointed and has accepted such appointment within 21 days after the retiring Agent’s giving of notice of resignation or receiving of notice of termination, then the retiring Agent may, on behalf of the Lenders, appoint a Successor Agent. If neither the Majority Lenders nor the Agent appoint a Successor Agent within such 21 days, then the Majority Lenders or the Agent may apply to a Judge of the Ontario Superior Court, on such notice as the Judge may direct, for the appointment of a Successor Agent, but any Successor Agent so appointed by the Court shall be subject to removal as aforesaid by the Majority Lenders. Upon the acceptance of any appointment as Agent hereunder by a Successor Agent, the retiring Agent shall pay the Successor Agent any unearned portion of any fee paid to the Agent for acting as such, and the Successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its further duties and obligations as Agent under this Agreement and the other Credit Documents. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article shall continue to enure to its benefit and be binding upon it as to any actions taken or omitted to be taken by it while it was Agent hereunder.

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Acknowledgement and Consent to Bail-In of EEA Financial Institutions

Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Credit Document may be subject to the WriteDown and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

• (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

• (b) the effects of any Bail-In Action on any such liability, including, if applicable:

• (i) a reduction in full or in part or cancellation of any such liability;

• (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Credit Document; or

• (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

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Acknowledgement Regarding Any Supported QFCs

• 12.13.1 To the extent that the Credit Documents provide QFC Credit Support, the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the U.S. Special Resolution Regimes in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Credit Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

• (a) In the event a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Credit Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be

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exercised under the U.S. Special Resolution Regime if the Supported QFC and the Credit Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

• (b) As used in this Section 12.13, the following terms have the following meanings:

“ BHC Act Affiliate ” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“ Covered Entity ” means any of the following:

• (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §252.82(b);

• (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §47.3(b); or

• (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §382.2(b).

“ Covered Party ” means each Covered Entity that is a party to a Supported QFC.

“ Default Right ” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“ QFC ” has the meaning assigned to the term "qualified financial contract" in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“ QFC Credit Support ” means support, through a guarantee or otherwise, for Hedge Agreements or any other agreement or instrument that is a QFC.

“ Supported QFC ” means each QFC that receives QFC Credit Support.

“ U.S. Special Resolution Regimes ” means the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder).

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Certain Payments

• 12.14.1 Each Lender hereby agrees that if, at any time, (i) it receives any amount from the Agent on account of the Obligations, whether for principal, interest, fees or otherwise (the “ Applicable Payment ”), and whether or not such amount or any other amount is then due and owing to such Lender by the Borrower or any Secured Subsidiary, and (ii) that the Agent subsequently notifies such Lender that the Applicable Payment was either (A) made in error or (B) has not been reimbursed by the Borrower, in whole or in part, to the Agent within the time specified thereof under this Agreement, then: (x) such Lender shall promptly return such amount (or, if applicable, its ratable share of the unreimbursed

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portion thereof) to the Agent within one Business Day following notice thereof and (y) any amounts not so returned shall bear interest at the Federal Funds Effective Rate (in respect of an Applicable Payment in United States Dollars) and at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation (in respect of an Applicable Payment in Canadian Dollars). The Agent shall not be liable for any apportionment or distribution of payments made by it in good faith and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Lender or other Person shall be to recover the amount from the Person that actually received it.

• 12.14.2 The Borrower and each Secured Subsidiary hereby agrees that (x) in the event an Applicable Payment (or portion thereof) is not recovered from any Lender, including without limitation any Issuing Lender, that has received such Applicable Payment (or portion thereof) for any reason, the Agent shall be subrogated to all the rights of such Lender with respect to such amount and (y) an Applicable Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by either of the Borrowers or any Secured Subsidiary.

• 12.14.3 Each party’s obligations under this Section 12.14 shall survive the resignation or replacement of the Agent, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Credit Document.

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Provisions Operative Between Lenders and Agent Only

Except for the provisions of Sections 12.7.2, 12.7.3 and 12.7.5, Sections 12.9.2, 12.9.5 and 12.9.8 and Sections 12.10, 12.11 and 12.12 and the first sentence of Section 12.4.1, the provisions of this Article relating to the rights and obligations of the Lenders and the Agent inter se shall be operative as between the Lenders and the Agent only, and the Borrower shall not have any rights or obligations under or be entitled to rely for any purpose upon such provisions.

ARTICLE 13

CHANGE OF CIRCUMSTANCES

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Increased Costs Generally.

• (a) Change in Law . If any Change in Law shall:

• (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;

• (ii) subject any Credit Party to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (e) of the definition of Excluded Taxes and (C) Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are capital Taxes, franchise Taxes or branch profits Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

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• (iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

• (b) Capital Requirements . If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s or the holding company with respect to capital adequacy), then upon notice from time to time by such Lender to Borrower, Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

• (c) Certificates for Reimbursement . A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in clauses (a) or (b) of this Section 13.1 and delivered to Borrower shall be conclusive absent manifest error. Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof. Notwithstanding the foregoing provisions, increased costs pursuant to clauses (a) or (b) of this Section 13.1, no Lender shall request any compensation from the Borrower if similar compensation is not being claimed as a general practice from customers of such Lender contractually obligated to pay such similar compensation.

• (d) Delay in Requests . Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 13.1 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 13.1 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine (9)-month period referred to above shall be extended to include the period of retroactive effect thereof).

• (e) Exceptions . Section 13.1(a) does not apply to the extent any increased cost is attributable to the willful breach by the relevant Lender or its Affiliates of any Applicable Law.

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Interest on Unpaid Costs and Expenses

Unless the payment of interest is otherwise specifically provided for herein, where the Borrower fails to pay any amount required to be paid by it hereunder when due having received notice that such amount is due, the Borrower shall pay interest on such unpaid amount from the time such amount is due until paid at an annual rate equal to the Prime Rate plus 2% per annum.

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Prepayment of Proportionate Share

Notwithstanding the provisions hereof, if a Lender gives the notice provided for in Section 13.1 with respect to any Advance (an “ Affected Loan ”), the Borrower may, upon 10 Business Days’ notice to that effect given to such Lender and to the Agent (which notice shall be irrevocable), prepay in full without penalty such Lender’s Proportionate Share of the Affected Loan outstanding together with accrued and unpaid interest on the principal amount so prepaid up to the date of such prepayment and such Additional Compensation as may be applicable to the date of such payment and all costs, losses and expenses incurred by the Lenders by reason of the liquidation or re employment of deposits or other funds or for any other reason whatsoever resulting from the repayment of such Affected Loan or any part thereof on other than the last day of the applicable interest period, and upon such payment being made that Lender’s obligations to make such Affected Loans to the Borrower under this Agreement shall terminate.

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Illegality

If after the date hereof the adoption of any Applicable Law, regulation, treaty or official directive (whether or not having the force of law) or any change therein or in the interpretation or application thereof by any court or by any governmental or other authority or central bank or comparable agency or any other entity charged with the interpretation or administration thereof or compliance by a Lender with any request or direction (whether or not having the force of law) of any such authority, central Lender or comparable agency or entity, now or hereafter makes it unlawful or impossible for any Lender to make, fund or maintain an Advance under the Credit Facilities, or either of them, or to give effect to its obligations in respect of such an Advance, such Lender may, by written notice thereof to the Borrower and to the Agent declare its obligations under this Agreement to be terminated whereupon the same shall forthwith terminate, and the Borrower shall prepay within the time required by such Applicable Law (or at the end of such longer period as such Lender at its discretion has agreed) the principal of such Advance together with accrued interest, such Additional Compensation as may be applicable to the date of such payment and all costs, losses and expenses incurred by the Lenders by reason of the liquidation or reemployment of deposits or other funds or for any other reason whatsoever resulting from the repayment of such Advance or any part thereof on other than the last day of the applicable interest period. If any such change shall only affect a portion of such Lender’s obligations under this Agreement which is, in the opinion of such Lender and the Agent, severable from the remainder of this Agreement so that the remainder of this Agreement may be continued in full force and effect without otherwise affecting any of the obligations of the Agent, the other Lenders or the Borrower hereunder, such Lender shall only declare its obligations under that portion so terminated.

ARTICLE 14 SUCCESSORS AND ASSIGNS AND ADDITIONAL LENDERS

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Successors and Assigns

• 14.1.1 The Credit Documents shall be binding upon and enure to the benefit of the Agent, each Lender that is a party thereto, the Borrower and their successors and assigns, except that

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the Borrower shall not assign any rights or obligations with respect to this Agreement or any of the other Credit Documents without the prior written consent of all of the Lenders and none of the Lenders shall assign any of their rights and obligations under this Agreement or any of the other Credit Documents except in accordance with this Agreement.

• 14.1.2 The collective rights and obligations of the Lenders under this Agreement are assignable in whole or in part and any Lender shall be entitled to assign in whole or in part its individual rights and obligations hereunder or to permit other financial institutions to participate in the Credit Facilities, all in accordance with the provisions of Section 14.2 and the other terms of this Agreement.

• 14.1.3 The Borrower hereby consents to the disclosure of any Information to any potential Lender or Participant provided that the potential Lender or Participant agrees in writing to keep the Information confidential and to return such Information if it does not become a Lender or a Participant.

• 14.1.4 Each assignment shall be of a uniform, and not a varying, percentage of all rights and obligations of the assignor(s) and each such assignment shall be in a principal amount that is not less than Cdn. $5,000,000, unless such assignment is of the entire Commitment of a Lender, and no assignment of a Commitment may result in the total Commitment of any Lender being less than Cdn. $5,000,000. The determination of the Commitment of a Lender under this Section 14.1.4 shall be made as of the effective date of the Assignment and Assumption Agreement relating to any assignment.

• 14.1.5 Except as otherwise specifically provided herein, each Lender agrees that it shall not assign all or any portion of its rights under this Agreement including any portion of its Commitment without ten Business Days’ prior notice to the Agent and, unless an Event of Default or a Pending Event of Default has occurred and is continuing, without the prior consent of and notice to, the Borrower. Where required, the consent of the Borrower shall not be unreasonably withheld and no consent of the Borrower will be required at any time following the occurrence of an Event of Default.

• 14.1.6 A participation by a Lender of its interest (or a part thereof) hereunder or a payment by a Participant to a Lender as a result of the participation will not constitute a payment hereunder to the Lender or an Advance to the Borrower.

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Assignments

• 14.2.1 Subject to Section 14.1 and the other terms of this Agreement, the Lenders collectively or individually may assign to one or more assignees all or a portion of their respective rights and obligations under this Agreement (including all or a portion of their respective Commitments under a Credit Facility), provided that no assignee shall own or operate a business regulated by the CRTC or be an Affiliate of such a Person. The parties to each such assignment shall execute and deliver an Assignment and Assumption Agreement to the Agent and, unless an Event of Default or a Pending Event of Default has occurred and is continuing, the Agent shall deliver such Assignment and Assumption Agreement to the Borrower, for its acknowledgment, and recording by the Agent in the Register and the assignor shall pay a processing and recording fee of Cdn. $3,500 to the Agent (unless such fee is waived by the Agent). After such execution, delivery, acknowledgment and recording (i) the assignee thereunder shall be a party to this Agreement and, to the extent

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that rights and obligations hereunder have been assigned to it, have the rights and obligations of a Lender hereunder and (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreement, other than obligations in respect of which it is then in default, and, in the case of an Assignment and Assumption Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto.

• 14.2.2 The approval of each of the Agent, each Issuing Lender and the Swingline Lender, not to be unreasonably withheld, is required to the extent that any Revolving Commitment is to be assigned to a Lender who is not an existing Revolving Facility Lender.

• 14.2.3 The agreements of an assignee contained in an Assignment and Assumption Agreement shall benefit the assigning Lender thereunder, the other Lenders and the Agent in accordance with the terms of the Assignment and Assumption Agreement.

• 14.2.4 The Agent shall maintain at its address referred to herein a copy of each Assignment and Assumption Agreement delivered to and acknowledged by it and a register for recording the names and addresses of the Lenders and the Commitment under each of the Credit Facilities of each Lender from time to time (the “ Register ”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error. The Borrower, the Agent and each of the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement, and need not recognize any person as a Lender unless it is recorded in the Register as a Lender. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

• 14.2.5 Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and approved by the Borrower, if the Borrower’s consent is required pursuant to Section 14.1, the Agent shall, if the Assignment and Assumption Agreement has been completed and is in the required form with such immaterial changes as are acceptable to the Agent:

• (a) acknowledge the Assignment and Assumption Agreement;

• (b) record the information contained therein in the Register; and

• (c) give prompt notice thereof to the Borrower and the other Lenders, and provide them with an updated version of Schedule B-1 upon request therefor.

• 14.2.6 For greater certainty, an assignment by any Lender of its rights hereunder will not constitute a repayment, discharge, rescission, extinguishment or novation of any extension of credit by such Lender under this Agreement or interest therein, and the obligations so assigned will continue to be the same obligations and not new obligations.

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Participations

Each Lender may (subject to the provisions of Section 14.1) sell participations to one or more banks, financial institutions or other persons (other than any person that owns or operates a business regulated by the CRTC or an Affiliate of such person) (a “ Participant ”) in or to all or a portion of its

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rights and obligations under this Agreement (including all or a portion of its Commitments), but the Participant shall not become a Lender and:

• (a) the Lender’s obligations under this Agreement (including its Commitments) shall remain unchanged;

• (b) the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations;

• (c) the Borrower, the Agent and the other Lenders shall continue to deal solely and directly with the Lender in connection with the Lender’s rights and obligations under this Agreement;

• (d) no Participant shall have any right to approve any amendment or waiver of any provision of this Agreement, or any consent to any departure by any person therefrom; and

• (e) each Participant shall represent to the Lender that it is not a Person that owns or operates a business regulated by the CRTC or an Affiliate of such a Person and shall agree to keep the Information confidential.

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Non-Consenting Lenders

In the event any Lender (such Lender, a “ Non-Consenting Lender ”) does not consent to a proposed amendment, modification or waiver of this Agreement requested by the Borrower, which requires the consent of all of the Lenders to become effective (and which is approved by at least the Majority Lenders), then provided that no Default or Event of Default then exists the Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 14.2.1), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Sections 14.1 and 14.2), all or any portion of its interests, rights and obligations under this Agreement to an assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (y) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (z) the Borrower, or such assignee, shall have paid to the Non-Consenting Lender in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Advances and, if such Lender is an Issuing Lender, an amount equal to the undrawn face amount of all Letters of Credit issued by such Issuing Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Section 13.1) and provided that in respect of outstanding Bankers’ Acceptances or BA Equivalent Loans made by the Non-Consenting Lender, that the Obligations in respect of such loans shall have been cash collateralized by the Borrower and provided further that in respect of any outstanding LIBOR Advances, that breakage costs will have been paid to such NonConsenting Lender by the Borrower. If the Non-Consenting Lender does not execute and deliver to the Agent a duly completed Assignment and Assumption Agreement and/or any other documentation necessary to reflect such replacement within a period of time deemed reasonable by the Agent after the later of (a) the date on which the replacement Lender executes and delivers such Assignment and Assumption Agreement and/or such other documentation, and (b) the date on which the Non-Consenting Lender receives all payments described in clause (z) of the proviso to the preceding sentence, then such Non-Consenting Lender shall be deemed to have executed and delivered such Assignment and Assumption Agreement and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Assumption Agreement and/or such other documentation on behalf of such Non-Consenting Lender.

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ARTICLE 15

GENERAL

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Exchange and Confidentiality of Information

• 15.1.1 The Borrower agrees that the Agent and each Lender may provide each other and any assignee or Participant, or prospective assignee or Participant pursuant to Sections 14.2 and 14.3 with any information concerning the financial condition of the Borrower and its Subsidiaries.

• 15.1.2 Each of the Agent and the Lenders acknowledge the confidential nature of the financial, operational and other information and data provided and to be provided to them by the Borrower pursuant hereto (the “ Information ”) and agree to use all reasonable efforts to prevent the disclosure thereof provided, however, that they may disclose all or any part of the Information:

• (a) if, in their opinion, such disclosure is desirable or required in connection with any actual or threatened judicial, administrative or governmental proceeding;

• (b) to any, or pursuant to the requirements of any, judicial authority, law enforcement agency, regulatory authority, taxation authority or self-regulatory authority;

• (c) in connection with the exercise of any remedies hereunder or under any other Credit Document or any action or proceeding relating to this Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder but solely to the extent reasonably required for the prosecution of such remedies;

• (d) subject to an agreement containing provisions substantially the same as those in this Section 15.1;

• (e) to any actual or prospective counterparty (or its advisors) to any swap, derivative, credit-linked note or similar transaction relating to the Borrower and its obligations;

• (f) with the consent of the Borrower; and

• (g) to the extent such Information becomes publicly available other than as a result of a breach of this Section or becomes available to the Agent or any Lender on a non-confidential basis from a source other than the Borrower.

• 15.1.3 In addition, and notwithstanding anything herein to the contrary, the Agent may provide the Information concerning the Borrower and the Credit Facilities established herein to Bloomberg L.P. and/or other recognized trade publishers of information for general circulation in the loan market, provided that the Agent shall advise the Borrower of the particulars of the Information to be provided in advance of such information being so delivered, and shall deliver to the Borrower copies of any Information so provided.

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Nature of Obligations under this Agreement

• 15.2.1 The obligations of each Lender and of the Agent under this Agreement are several. The failure of any Lender to carry out its obligations hereunder shall not relieve the other Lenders, the Agent or the Borrower of any of their respective obligations hereunder.

• 15.2.2 Neither the Agent nor any Lender shall be responsible for the obligations of any other Lender hereunder.

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Notice

Any demand, notice or communication to be made or given hereunder shall be in writing and may be made or given by personal delivery or by transmittal by telex, telecopy or other electronic means of communication addressed to the respective parties as follows:

To the Borrower:

25 Dockside Drive Toronto, ON M5A 0B5 Attention: Executive Vice President and Chief Financial Officer Email: [Redacted text] [ Redacted text is the contact email address. And to: 25 Dockside Drive Toronto, ON M5A 0B5 Attention: General Counsel Email: [Redacted text] [ Redacted text is the contact email address.

To Royal Bank of Canada, in its capacity as Agent:

Royal Bank of Canada 4[th] Floor, 20 King Street West Toronto, ON M5H 1C4 Attention: Manager, Agency Services Facsimile: [Redacted text] [ Redacted text is the contact facsimile number. ] Email: [Redacted text] [ Redacted text is the contact email address.

To each Lender, as set forth in Schedule B-2;

or to such other address or facsimile number as any party may from time to time notify the others in accordance with this Section 15.3. Any demand, notice or communication made or given by personal delivery shall be conclusively deemed to have been given on the day of actual delivery thereof, or, if made or given by electronic means of communication, on the first Business Day following the transmittal thereof.

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Governing Law; Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without prejudice to or limitation of any other rights

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or remedies available under the laws of any jurisdiction where Property or assets of the Borrower may be found.

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Submission to Jurisdiction

The Borrower irrevocably and unconditionally submits, for itself and its Property, to the nonexclusive jurisdiction of the courts of the Province of Ontario, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Credit Document, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgement or in any other manner provided by Applicable Law. Nothing in this Agreement or in any other Credit Document shall affect any right that the Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against the Borrower or its properties in the courts of any jurisdiction. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Credit Document in any court of the Province of Ontario. The Borrower hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

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WAIVER OF JURY TRIAL

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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Judgment Currency

• 15.7.1 If for the purpose of obtaining or enforcing judgment against the Borrower in any court in any jurisdiction, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 15.7 referred to as the “ Judgment Currency ”) an amount due in Canadian Dollars or United States Dollars under this Agreement, the conversion shall be made at the Exchange Rate prevailing on the Business Day immediately preceding:

• (a) the date of actual payment of the amount due, in the case of any proceeding in the courts of the Province of Ontario or in the courts of any other jurisdiction that will give effect to such conversion being made on such date; or

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• (b) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the date as of which such conversion is made pursuant to this Section 15.7.1(b) being hereinafter in this Section 15.7 referred to as the “ Judgment Conversion Date ”).

• 15.7.2 If, in the case of any proceeding in the court of any jurisdiction referred to in Section 15.7.1(b), there is a change in the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the Borrower shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rate prevailing on the date of payment, will produce the amount of Canadian Dollars or United States Dollars, as the case may be, which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.

• 15.7.3 Any amount due from the Borrower under the provisions of Section 15.7.2 shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Agreement.

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Benefit of the Agreement

This Agreement shall enure to the benefit of and be binding upon the Borrower, each Lender, the Agent and their respective successors and permitted assigns.

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Severability

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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Further Assurances

Each of the Borrower, the Lenders and the Agent shall promptly cure any default by it in the execution and delivery of this Agreement or the other Credit Documents to which it is a party or by which it is bound. The Borrower at its expense, shall promptly execute and deliver to the Agent, upon request by the Agent, all such other and further documents, agreements, opinions, certificates and instruments in compliance with, or accomplishment of the covenants and agreements of the Borrower hereunder or more fully to state the obligations of the Borrower as set out herein or to make any recording, file any notice or obtain any consent, all as may be reasonably necessary or appropriate in connection therewith.

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Time of the Essence

Time shall be of the essence of this Agreement.

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Counterparts; Electronic Execution; Electronic Imaging

• (a) Counterparts: This Agreement and each other Credit Document may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement or such other Credit Document to produce or account for more than

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one such counterpart. For the purposes of this Section, the delivery by electronic transmission (including by way of an electronic signature system) of an executed counterpart of this Agreement and each other Credit Document shall be effective as delivery of an original executed counterpart thereof.

• (b) Electronic Execution: This Agreement and each other Credit Document may be signed by way of associating or otherwise appending an electronic signature or other facsimile signature of the applicable signatory and the words “execution,” “execute,” “signed,” “signature,” and words of like import in this Agreement, any other Credit Document or any other document to be signed in connection with the foregoing, shall be deemed to include electronic signatures or other facsimile signature, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature. The Agent may, in its discretion, require that any such documents and signatures executed electronically or delivered by electronic transmission be confirmed by a manually-signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature executed electronically or delivered by electronic transmission.

• (c) Electronic Imaging: The parties hereto agree that, at any time, the Agent and each Lender may convert paper records of this Agreement, the other Credit Documents and all other documentation delivered to the Agent hereunder in such capacity (each, a “ Paper Record ”) into electronic images (each, an “ Electronic Image ”) as part of the Agent’s or Lender’s, as applicable, normal business practices. The parties agree that each such Electronic Image shall be considered as an authoritative copy of the Paper Record and shall be legally binding on the parties and admissible in any legal, administrative or other proceeding as conclusive evidence of the contents of such document in the same manner as the original Paper Record.

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Amendment, Supplement or Waiver

No amendment, supplement or waiver of any provision of the Credit Documents to which the Agent and the Lenders are a party, nor any consent to any departure by the Borrower therefrom, shall in any event be effective unless it is in writing, makes express reference to the provision affected thereby and is signed by the Agent for and on behalf of the Lenders or the Majority Lenders, as the case may be.

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This Agreement to Govern

In the event of any conflict between the terms of this Agreement and the terms of any Credit Document, the provisions of this Agreement shall govern to the extent necessary to remove the conflict.

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Anti-Money Laundering Laws and Privacy Legislation

• 15.15.1 Each Lender and the Agent hereby notifies the Borrower (and the Borrower agrees to notify the other Restricted Parties) that, pursuant to the requirements of the AML Laws, Sanctions Laws, Anti-Corruption Laws and “know your client” laws, it may be required to obtain, verify and record information that identifies the Restricted Parties, which information includes the name of the Restricted Parties and other information that will allow such Lender and the Agent to identify the Restricted Parties in accordance with such AML Laws, and the Borrower agrees to, and to cause each of the other Restricted Parties to provide such information from time to time to any Lender and the Agent and undertakes to cause commercially reasonable efforts to obtain such information from

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each Third Party Pledgor. The Borrower will promptly provide, and cause each of the other Restricted Parties to provide, and will use commercially reasonable efforts to cause each Third Party Pledgor to provide, all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender or the Agent, or any prospective assignee or participant of a Lender or the Agent, in order to comply with any applicable AML Laws, whether now or hereafter in existence. If the Agent has ascertained the identity of any Restricted Party or any authorized signatories of any Restricted Party for the purposes of applicable AML Laws, then the Agent: will be deemed to have done so as an agent for each Lender, and this Agreement will constitute a “written agreement” in such regard between each Lender and the Agent within the meaning of applicable AML Laws; and will provide to each Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the provisions of this Section 15.15 and except as may otherwise be agreed in writing, each of the Lenders agrees that the Agent has no obligation to ascertain the identity of the Restricted Parties or any authorized signatories of the Restricted Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from the Restricted Parties or any such authorized signatory in doing so.

• 15.15.2 The Borrower agrees to, and shall cause each other Restricted Party to, and shall use commercially reasonable efforts to cause each Third Party Pledgor to obtain the consent of any of their respective officers, directors and employees whose consent to the disclosure of any such information is required under applicable privacy legislation in Canada.

S-1

IN WITNESS WHEREOF the parties hereto have executed this Agreement.

CORUS ENTERTAINMENT INC.

By: " Doug Murphy " Name: Doug Murphy Title: President and CEO By: " John Gossling " Name: John Gossling Title: Executive Vice President and Chief Financial Officer

S-2

ROYAL BANK OF CANADA , as Administration Agent

By: " Helena Sadowski " Name: Helena Sadowski Title: Manager, Agency

S-3

ROYAL BANK OF CANADA, as Lender

By: " Mike Elsey " Name: Mike Elsey Title: Director

S-4

THE TORONTO-DOMINION BANK, as Lender

By: " Ryan Davis " Name: Ryan Davis Title: Managing Director By: " Peter Grouios " Name: Peter Grouios Title: Vice President

S-5

THE BANK OF NOVA SCOTIA,

as Lender

By: " Eddy Popp " Name: Eddy Popp Title: Director By: " Eduardo Bejarano " Name: Eduardo Bejarano Title: Associate Director

S-6

NATIONAL BANK OF CANADA,

as Lender

By: " Luc Bernier " Name: Luc Bernier Title: Managing Director By: " Bruno Lévesque " Name: Bruno Lévesque Title: Managing Director

S-7

CANADIAN IMPERIAL BANK OF COMMERCE,

as Lender

By: " Stephen Redding " Name: Stephen Redding Title: Managing Director By: " Kevin Charko " Name: Kevin Charko Title: Executive Director

S-8

BANK OF MONTREAL,

as Lender

By: " Diana Fraser " Name: Diana Fraser Title: Vice President

S-9

MIZUHO BANK, LTD., as Lender

By: " Deborah Cullen " Name: Deborah Cullen Title: Director

S-10

BANK OF CHINA (CANADA),

as Lender

By: " David Liang " Name: David Liang Title: Deputy Head of Corporate Banking Department

S-11

MUFG BANK, LTD., CANADA BRANCH, as Lender

By: " Jack Shuai " Name: Jack Shuai Title: Director

S-12

SUMITOMO MITSUI BANKING CORPORATION, CANADA BRANCH, as Lender

By: " Steve Nishimura " Name: Steve Nishimura Title: Authorized Signatory

S-13

FIFTH THIRD BANK, CANADA BRANCH , as Lender

By: " John Basaraba " Name: John Basaraba Title: Executive Director

S-14

CANADIAN WESTERN BANK, as Lender

By: " Jacob Berlinkov " Name: Jacob Berlinkov Title: AVP, Corporate Lending By: " Stan Seto " Name: Stan Seto Title: AVP, Corporate Lending

S-15

ATB FINANCIAL,

as Lender

By: " Maximiliano Herrera " Name: Maximiliano Herrera Title: Senior Director – Corporate Banking By: " Nizar Walji " Name: Nizar Walji Title: Associate Director

S-16

RAYMOND JAMES FINANCE COMPANY OF CANADA LTD., as Lender

By: " Cormac Mac Lochlainn " Name: Cormac Mac Lochlainn Title: SVP, Corporate Banking

S-17

SBI CANADA BANK, as Lender

By: " Saraswathi Valle " Name: Saraswathi Valle Title: Vice President & TL (RMT)

S-18

ICICI BANK CANADA,

as Lender

By: " Anthony Coulthard " Name: Anthony Coulthard Title: Head Legal & CCO By: " Lester Fernandes " Name: Lester Fernandes Title: Head, Corporate & Commercial Banking

S-19

The undersigned party, a Lender under the Existing Credit Agreement, consents to the foregoing as being an amendment and restatement of the Existing Credit Agreement upon the condition that it is paid in full all amounts owing to it under the Existing Credit Agreement concurrently with the execution of this Agreement.

FÉDÉRATION DES CAISSES DESJARDINS DU QUÉBEC, as Exiting Lender

By: " Jonathan Raiken " Name: Jonathan Raiken Title: Managing Director By: " Sid Kashinath " Name: Sid Kashinath Title: Director

SCHEDULES

[Schedules intentionally left blank]