Pet Valu Holdings Ltd. - Capital/Financing Update 2021

$485,000,000

CREDIT AGREEMENT

Dated as of June 30, 2021

between

PET VALU HOLDINGS LTD.,

as Parent,

==> picture [35 x 9] intentionally omitted <==

PET VALU CANADA INC. ,

as Borrower,

and -

THE FINANCIAL INSTITUTIONS NAMED HEREIN

as Lenders

and -

ROYAL BANK OF CANADA

as Administrative Agent

and -

RBC CAPITAL MARKETS and CANADIAN IMPERIAL BANK OF COMMERCE as Co-Lead Arrangers and Joint Bookrunners

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ARTICLE 1	INTERPRETATION ................................................................................................. 1
1.1	Definitions.............................................................................................................. 1
1.2	Gender and Number ............................................................................................. 56
1.3	Certificate of the Administrative Agent as to Rates, etc. ..................................... 57
1.4	Interest Provisions ................................................................................................ 57
1.5	Headings, etc. ....................................................................................................... 57
1.6	References ............................................................................................................ 57
1.7	Currency ............................................................................................................... 58
1.8	Permitted Liens .................................................................................................... 58
1.9	Accounting Principles .......................................................................................... 58
1.10	Determination of Amount of Loans ..................................................................... 58
1.11	Computation of Time Periods .............................................................................. 58
1.12	Actions on Days Other than Business Days ........................................................ 58
1.13	Incorporation of Schedules .................................................................................. 59
1.14	Pro Forma and Other Calculations ....................................................................... 60
ARTICLE 2	THE CREDIT FACILITIES ................................................................................... 60
2.1	Establishment of the Revolving Facility .............................................................. 60
2.2	Establishment of the Term Facility ...................................................................... 61
2.3	Nature of Credit Facilities .................................................................................... 61
2.4	Use of Proceeds.................................................................................................... 62
2.5	Voluntary Repayments and Commitment Reductions under the Credit
	Facilities ............................................................................................................... 62
2.6	Mandatory Repayments under the Credit Facilities............................................. 63
2.7	Mandatory Prepayments under the Credit Facilities ............................................ 64
2.8	Swingline Loans................................................................................................... 66
2.9	Increase in Credit Facilities ................................................................................. 68
ARTICLE 3	OTHER PROVISIONS RELATING TO THE CREDIT FACILITIES ................. 69
3.1	Advances .............................................................................................................. 69
3.2	Selection of BA Periods and Interest Periods ...................................................... 70
3.3	Rollover and Conversion ..................................................................................... 70
3.4	Payments Generally ............................................................................................. 71
3.5	Funding of Advances ........................................................................................... 71
3.6	Remittance of Payments ...................................................................................... 73
3.7	Payments - No Deduction .................................................................................... 73
3.8	Evidence of Indebtedness .................................................................................... 74
3.9	Individual Obligations ......................................................................................... 74
3.10	Termination of LIBOR Advances ........................................................................ 74
3.11	LIBOR Discontinuation ....................................................................................... 75
3.12	CDOR Discontinuation ........................................................................................ 83
ARTICLE 4	BANKERS’ ACCEPTANCES ............................................................................... 85

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(continued)

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4.1	Procedure Relating to Bankers’ Acceptances ...................................................... 85
4.2	Cash Collateral for Bankers’ Acceptances .......................................................... 87
ARTICLE 5 LETTERS OF CREDIT .......................................................................................... 88
5.1	Letters of Credit ................................................................................................... 88
5.2	Payments under Letters of Credit ........................................................................ 88
5.3	Reimbursement Obligations of the Borrower ...................................................... 89
5.4	Cash Collateral for Letters of Credit .................................................................... 90
5.5	Risks of Letters of Credit ..................................................................................... 90
ARTICLE 6 INTEREST AND FEES .......................................................................................... 91
6.1	Interest Rates ........................................................................................................ 91
6.2	Calculation and Payment of Interest .................................................................... 92
6.3	Determination of Discount Rate and Fees on Bankers’ Acceptances .................. 92
6.4	Letter of Credit Fees ............................................................................................ 92
6.5	Standby Fees ........................................................................................................ 93
6.6	Agency Fee .......................................................................................................... 93
6.7	Other Fees ............................................................................................................ 93
6.8	Default Interest..................................................................................................... 93
6.9	Interest on Overdue Amounts .............................................................................. 93
ARTICLE 7 SECURITY AND INSURANCE............................................................................ 94
7.1	Security ................................................................................................................ 94
7.2	After Acquired Property and Further Assurances ................................................ 95
7.3	Security Effective Notwithstanding Date of Advance ......................................... 97
7.4	No Merger ............................................................................................................ 97
7.5	Cash Management Obligations and Hedging Obligations ................................... 97
7.6	Insurance Proceeds............................................................................................... 98
7.7	Survivorship ......................................................................................................... 98
ARTICLE 8 REPRESENTATIONS AND WARRANTIES ....................................................... 98
8.1	Representations and Warranties ........................................................................... 98
8.2	Survival and Repetition of Representations and Warranties ............................. 107
ARTICLE 9 COVENANTS ...................................................................................................... 107
9.1	Reporting............................................................................................................ 107
9.2	Affirmative Covenants ....................................................................................... 110
9.3	Negative Covenants ........................................................................................... 113
9.4	Financial Covenants ........................................................................................... 119
ARTICLE 10 CONDITIONS PRECEDENT ............................................................................ 120
10.1	Conditions Precedent to the Initial Advance ..................................................... 120

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TABLE OF CONTENTS (continued)

	Page
10.2	Conditions Precedent to Additional Advances under the Credit Facilities ........ 124
ARTICLE 11	EVENTS OF DEFAULT AND REMEDIES ..................................................... 124
11.1	Events of Default ............................................................................................... 124
11.2	Remedies Upon Default ..................................................................................... 127
11.3	Distributions ....................................................................................................... 128
11.4	Set-Off................................................................................................................ 128
11.5	Proceeds of Realization...................................................................................... 129
ARTICLE 12	YIELD PROTECTION ....................................................................................... 129
12.1	Change in Circumstances ................................................................................... 129
12.2	Taxes .................................................................................................................. 131
12.3	Illegality ............................................................................................................. 133
12.4	Payment of Costs and Expenses ........................................................................ 134
12.5	Indemnity ........................................................................................................... 134
12.6	Environmental Matters....................................................................................... 135
12.7	Benefit of Indemnities........................................................................................ 135
ARTICLE 13	THE ADMINISTRATIVE AGENT AND THE ADMINISTRATION OF
	THE FACILITY ............................................................................................ 135
13.1	Appointment, Authorization and Relationship .................................................. 135
13.2	Duties and Obligations of Administrative Agent............................................... 136
13.3	Prompt Notice to the Lenders ............................................................................ 137
13.4	Administrative Agent’s Authority to Deal with Borrower ................................ 138
13.5	Dealings by Borrower with Administrative Agent ............................................ 138
13.6	Independent Credit Decisions ............................................................................ 138
13.7	Indemnification .................................................................................................. 139
13.8	Successor Administrative Agent ........................................................................ 139
13.9	Action by and Consent of Lenders; Waiver and Amendments .......................... 140
13.10	Redistribution of Payments ................................................................................ 141
13.11	Notification of Default ....................................................................................... 142
13.12	Taking and Enforcement of Remedies ............................................................... 142
13.13	Adjustments to Reflect Rateable Portions ......................................................... 143
13.14	No Partnership ................................................................................................... 143
13.15	Co-Lead Arrangers and Other Titles .................................................................. 143
13.16	Defaulting Lenders............................................................................................. 143
13.17	Erroneous Payments by the Administrative Agent ............................................ 144
ARTICLE 14	SUCCESSORS AND ASSIGNS ........................................................................ 146
14.1	Successors and Assigns...................................................................................... 146
14.2	No Assignment by Borrower ............................................................................. 146
14.3	Assignment by Lenders...................................................................................... 146
14.4	Participations...................................................................................................... 147

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TABLE OF CONTENTS (continued)

Page

14.5 Further Assurances............................................................................................. 148
14.6 Departing Lenders .............................................................................................. 148
ARTICLE 15 GENERAL .......................................................................................................... 150
15.1 Reliance.............................................................................................................. 150
15.2 Credit Information ............................................................................................. 150
15.3 Employment of Experts ..................................................................................... 151
15.4 Reliance by the Lenders ..................................................................................... 152
15.5 Notices ............................................................................................................... 152
15.6 Time ................................................................................................................... 154
15.7 Further Assurances............................................................................................. 154
15.8 Judgment Currency ............................................................................................ 154
15.9 Severability ........................................................................................................ 154
15.10 Governing Law .................................................................................................. 155
15.11 Submission to Jurisdiction ................................................................................. 155
15.12 Québec Matters .................................................................................................. 155
15.13 Anti-Money Laundering Laws ........................................................................... 156
15.14 Waiver of Jury Trial ........................................................................................... 156
15.15 Counterparts; Electronic Execution ................................................................... 156
15.16 Entire Agreement ............................................................................................... 157
15.17 This Agreement to Govern ................................................................................. 157
SCHEDULE A COMMITMENTS ............................................................................................ A-1
SCHEDULE B APPLICABLE MARGINS/STANDBY FEES ................................................ B-1
SCHEDULE C BORROWING/ROLLOVER/CONVERSION NOTICE ................................ C-1
SCHEDULE D REPAYMENT NOTICE .................................................................................. D-1
SCHEDULE E FORM OF COMPLIANCE CERTIFICATE .................................................... E-1
SCHEDULE F FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT ................. F-1
ANNEX 1 TO ASSIGNMENT AND ASSUMPTION .............................................................. F-4
SCHEDULE G INTERCREDITOR AGREEMENT ................................................................ G-1
SCHEDULE 8.1.6 ...................................................................................................................... H-1
SCHEDULE 8.1.9 ........................................................................................................................ I-1
SCHEDULE 8.1.11 ..................................................................................................................... J-1
SCHEDULE 8.1.12 .................................................................................................................... K-1

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TABLE OF CONTENTS (continued)

Page SCHEDULE 8.1.13 ..................................................................................................................... L-1 SCHEDULE 8.1.14 ................................................................................................................... M-1 SCHEDULE 8.1.19 .................................................................................................................... N-1 SCHEDULE 8.1.20 .................................................................................................................... O-1 SCHEDULE 8.1.22 ..................................................................................................................... P-1 SCHEDULE 8.1.23 .................................................................................................................... Q-1 SCHEDULE 8.1.24 .................................................................................................................... R-1 SCHEDULE 8.1.25 ..................................................................................................................... S-1 SCHEDULE 8.1.26 ..................................................................................................................... T-1 SCHEDULE 8.1.30 .................................................................................................................... U-1 SCHEDULE 9.3.9 ...................................................................................................................... V-1

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CREDIT AGREEMENT

THIS CREDIT AGREEMENT (this “ Agreement ”) is made as of June 30, 2021

B E T W E E N:

PET VALU HOLDINGS LTD. ,

as Parent

– and –

PET VALU CANADA INC. ,

as Borrower

– and –

THE FINANCIAL INSTITUTIONS NAMED HEREIN ,

as Lenders

– and –

ROYAL BANK OF CANADA ,

as Administrative Agent

WHEREAS the Borrower has requested that the Lenders extend credit to the Borrower in the form of the Revolving Facility and the Term Facility, and the Lenders have agreed to provide such Credit Facilities, subject to the terms and conditions set out herein;

AND WHEREAS the Borrower is an indirect Wholly Owned Subsidiary of the

Parent;

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration

of the covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

As used in this Agreement, including the recitals hereto, the following capitalized terms have the following meanings:

“ Acceptance Fee ” has the meaning ascribed thereto in Section 6.3.

“ Administrative Agent ” means Royal Bank of Canada in its capacity as administrative agent hereunder, or any successor administrative agent appointed pursuant to Section 13.8.

“ Advance ” means any utilization (other than by way of Rollover or Conversion of a Loan already outstanding) by the Borrower of a Credit Facility (a) by way of advance of a Prime Rate Loan, a BA Equivalent Loan, a LIBOR Loan or a USBR Loan, (b) by way of issuance of Bankers’ Acceptances or a Letter of Credit, or (c) by way of a Swingline Loan.

“ Affiliate ” means, in respect of any Person, any other Person which, directly or indirectly, Controls or is Controlled by or is under common Control with such Person.

“ Aggregate Commitment ” means the total of the Aggregate Revolving Facility Commitment and the Aggregate Term Facility Commitment.

“ Aggregate Revolving Facility Commitment ” means $130,000,000, as such amount may be increased hereafter pursuant to Section 2.9 or reduced from time to time pursuant to Sections 2.5.2, 12.3 or 14.6.

“ Aggregate Term Facility Commitment ” means $355,000,000, as such amount may be increased hereafter pursuant to Section 2.9 or reduced from time to time pursuant to Sections 2.5.1, 2.6, 2.7, 12.3 or 14.6.

“ Agreement ” means this credit agreement and all schedules attached to this credit agreement, in each case as they may be amended or supplemented from time to time; the expressions “ hereof ”, “ herein ”, “ hereto ”, “ hereunder ”, “ hereby ” and similar expressions refer to this Agreement as a whole and not to any particular Article, Section, Schedule or other portion hereof, and the expression “ Article ” and “ Section ” followed by a number or by a number and letter, and “ Schedule ” followed by a number or by a letter, mean and refer to the specified Article or Section of or Schedule to this Agreement, except as otherwise specifically provided herein.

“ Anti-Corruption Laws ” means all Applicable Laws concerning or relating to bribery or corruption, including the Corruption of Foreign Public Officials Act (Canada) and Foreign Corrupt Practices Act of 1977 (United States).

“ Anti-Money Laundering Laws ” means all Applicable Laws concerning or relating to money laundering or terrorism, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Criminal Code (Canada), United States Executive Order No. 13224, the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act (United States), and the laws administered by the United States Treasury Department’s Office of Foreign Asset Control.

“ Applicable Law ” means, in respect of any Person, property, transaction or event, all applicable laws, statutes, rules, codes, treaties, conventions, by-laws and regulations, including the common law, and all applicable official directives, orders, judgments and decrees, in each case of general application, of Governmental Authorities (and, in the case of Section 12.1, whether or not having the force of law where customarily complied with by responsible financial institutions).

“ Applicable Margin ” means, at any time, in respect of (a) Prime Rate Loans and USBR Loans, the margin in basis points per annum referred to under the column “Prime Rate Loans / USBR Loans” in Schedule B and (b) LIBOR Loans, Bankers’ Acceptances and Letters of Credit, the margin in basis points per annum referred to under the column “LIBOR Loans / Bankers’ Acceptances / Letters of Credit” in Schedule B, in each case, corresponding to the Net Total Leverage Ratio (as calculated in the most recent Compliance Certificate delivered pursuant to Section 9.1.1(c)(i)) at such time. Each Applicable Margin shall be adjusted as of a Pricing Date. Such adjusted Applicable Margin shall apply in respect of (i) Prime Rate Loans, USBR Loans and LIBOR Loans, from and after such Pricing Date, (ii) Bankers’ Acceptances, to Bankers’ Acceptances issued from and after such Pricing Date, and (iii) Letters of Credit, to L/C Fees calculated from and after such Pricing Date, in each case, until the next Pricing Date. If the Borrower fails to deliver a Compliance Certificate when required pursuant to Section 9.1.1(c)(ii), each Applicable Margin shall be at Level V until three (3) Business Days following the receipt of such Compliance Certificate. As of the Closing Date, each Applicable Margin shall be at the Level established in accordance with the Compliance Certificate delivered pursuant to 10.1(j).

“ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Assignee ” has the meaning ascribed thereto in Section 14.3.1.

“ Assignment and Assumption ” means an assignment and assumption agreement entered into by a Lender and an Assignee and accepted by the Administrative Agent, in substantially the form of Schedule F or any other form approved by the Administrative Agent.

“ BA Equivalent Loan ” has the meaning ascribed thereto in Section 4.1.13.

“ BA Period ” means, with respect to a Bankers’ Acceptance, the duration thereof as selected by the Borrower in accordance with the provisions hereof in the applicable Borrowing/Rollover/Conversion Notice, and being a duration of one (1), two (2) or three (3) months (or such other period, subject to availability, to which all of the participating Lenders may agree), commencing on the Borrowing Date, Rollover Date or Conversion Date (as the case may be) on which the Bankers’ Acceptance is to be accepted.

“ Bankers’ Acceptance ” means a bill of exchange, draft or a blank non-interest bearing depository bill (as defined in the Depository Bills and Notes Act (Canada)) drawn by or on behalf of the Borrower and accepted by a Lender in accordance with the provisions of Article 4, in respect of which the Borrower becomes obligated to pay the face amount thereof to the holder (which may be a Lender or a third party) upon maturity.

“ Bankers’ Acceptance Loan ” means, at any time, any Loan which at such time is outstanding by way of one or more Bankers’ Acceptances and, for greater certainty, refers

to the aggregate face amount of such Bankers’ Acceptances, and “ Bankers’ Acceptance Loans ” means, at any time, all such Loans at such time.

“ basis point ” means 1/100[th] of one percent.

“ Board ” means the Board of Governors of the Federal Reserve System of the United States of America.

“ Borrower ” means Pet Valu Canada Inc., a corporation incorporated under the Business Corporations Act (British Columbia).

“ Borrowing Date ” means any Business Day on which an Advance is made, or to be made, in accordance with a Borrowing/Rollover/Conversion Notice.

“ Borrowing/Rollover/Conversion Notice ” means a notice substantially in the form of Schedule C.

“ Branch of Account ” means the branch of the Administrative Agent at which the Borrower’s accounts with the Administrative Agent are maintained.

“ Breakage Costs ” means all costs, losses and expenses incurred by any Revolving Lender by reason of the breakage of LIBOR contracts, all as set out in a certificate delivered to the Borrower by any Revolving Lender entitled to receive such reimbursement.

“ Business Day ” means a day, excluding Saturday, Sunday or any other day on which banks are required or authorized to close in Toronto, Ontario, provided that (a) in respect of any payments in U.S. dollars, such day must also be a day on which banking institutions are open for business in New York, New York and (b) in respect of any determination of the LIBO Rate or any Advance, Rollover, Conversion or payment in respect of LIBOR Loans, such day must also be a day on which banking institutions are open for business in London, England.

“ Canadian dollars ”, “ dollars ” or “ $ ” means currency of Canada.

“ Canadian Pension Plan ” means each pension plan required to be registered under Canadian federal or provincial law that is maintained or contributed to by a Loan Party for its employees or former employees, officers, directors or independent contractors, but does not include the Canada Pension Plan or the Québec Pension Plan as maintained by the Government of Canada or the Province of Québec, respectively.

“ Capital Expenditures ” means, for any Person in respect of any period, the aggregate of all expenditures incurred by such Person during such period that, in accordance with GAAP, are or should be included in “additions to property, plant or equipment” or similar items reflected in the statement of cash flows of such Person.

“ Cash Equivalents ” means:

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(a) direct obligations of Canada, the United States of America or any agency thereof or obligations guaranteed by Canada, the United States of America or any agency thereof, in each case with maturities not exceeding two (2) years from the date of acquisition thereof;
(b) time deposit accounts, certificates of deposit, demand deposits, banker’s acceptances and other bank deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company that is organized under the laws of Canada, any province thereof, the United States of America or any state thereof, having capital, surplus and undivided profits in excess of $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] and whose long-term debt, or whose parent holding company’s long-term debt, is rated at least A by S&P, A by DBRS, A2 by Moody’s (or such similar equivalent rating by at least one nationally recognized statistical rating organization);
(c) repurchase obligations with a term of not more than 180 days for underlying securities of the types described in clause (a) above entered into with a bank meeting the qualifications described in clause (b) above;
(d) commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than an Affiliate of the Borrower) organized and in existence under the laws of Canada, any province thereof, the United States of America or any state thereof, with a rating at the time as of which any investment therein is made of at least A-1 by S&P, R-1 (middle) by DBRS or P-1 by Moody’s (or such similar equivalent rating by at least one nationally recognized statistical rating organization);
(e) securities with maturities of two (2) years or less from the date of acquisition, issued or fully guaranteed by any province of Canada, any state of the United States of America, or agency thereof, and rated at least A by S&P, A by DBRS or A2 by Moody’s (or such similar equivalent rating by at least one nationally recognized statistical rating organization);
(f) shares of mutual funds whose investment guidelines restrict [REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]% of such funds’ investments to those satisfying the provisions of clauses (a) through (e) above; and
(g) money market funds that are rated, at the time as of which any investment therein is made, AAA or equivalent by any two of S&P, DBRS and Moody’s and have portfolio assets of at least $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.].

“ Cash Management Obligations ” means all indebtedness, liabilities and obligations of any Loan Party owing to a Lender under or in respect of any agreement providing for cash management services to such Loan Party, including treasury, depository, overdraft, credit or debit card, electronic funds transfers and other cash management services.

“ CDOR Rate ” means, on any date with respect to a Bankers’ Acceptance for a particular period, the average per annum percentage rate applicable to Canadian dollar bankers’ acceptances for such period appearing on the CDOR Screen at approximately 10:15 a.m. (Toronto time) on such date, or if such date is not a Business Day, then on the immediately preceding Business Day, as determined by the Administrative Agent; provided that, if such rate is not available on such date, then the rate for such date will be the annual rate for a term equal to such period applicable to Canadian dollar bankers acceptances quoted by the Administrative Agent as of 10:20 a.m. (Toronto time) on such day or, if such date is not a Business Day, then on the immediately preceding Business Day; provided that, if the rate determined above shall ever be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“ CDOR Screen ” means the “CDOR Page” of Refinitiv Benchmark Services (UK) Limited (or any successor or substitute page of such service or any successor to or substitute for such service providing comparable rate quotations, as may be selected by the Administrative Agent).

“ Change of Control ” means:

(a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group of Persons acting jointly or otherwise in concert (other than Permitted Holders), of securities of the Parent representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Parent or any other acquisition of direct or indirect Control of the Parent by any Person or group of Persons acting jointly or otherwise in concert unless the Permitted Holders have, at such time, the right or the ability by voting power, contract or otherwise to elect at least a majority of the members of the board of directors of the Parent;
(b) a “Change in Control” as defined in any indenture or credit agreement in respect of any Material Indebtedness shall have occurred;
(c) the Parent shall fail to directly own, legally and beneficially, 100% of the issued and outstanding Equity Interests of Holdings;
(d) Holdings shall fail to directly own, legally and beneficially, 100% of the issued and outstanding Equity Interests of Intermediate Holdings; or
(e) Intermediate Holdings shall fail to directly own, legally and beneficially, 100% of the issued and outstanding Equity Interests of the Borrower,

provided that a merger, consolidation or amalgamation between any of (or any combination of) Holdings, Intermediate Holdings or the Borrower and consummated in a manner that complies with this Agreement shall not constitute a Change of Control.

“ Closing Date ” means the date on which the conditions precedent set forth in Section 10.1 are satisfied (or waived) and the initial Advance is made.

“ Co-Lead Arrangers ” means, collectively, RBC Capital Markets and Canadian Imperial Bank of Commerce, and “ Co-Lead Arranger ” means either of them, as the context requires.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Collateral ” means the Property of a Loan Party in respect of which the Administrative Agent on behalf of the Secured Parties has or is intended to have a Lien pursuant to a Security Document (and, for greater certainty, excluding all Specified Collateral).

“ Commitment ” means with respect to each Lender at any time, the aggregate of such Lender’s Revolving Facility Commitment and Term Facility Commitment.

“ Compliance Certificate ” means a certificate signed by a Responsible Officer of the Borrower, substantially in the form of Schedule E.

“ Consolidated EBITDA ” means, with respect to the Parent and its Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of the Parent and its Subsidiaries for such period plus:

(a) the sum of (in each case without duplication and to the extent the respective amounts described in subclauses (i) through (xx) of this clause (a) reduced such Consolidated Net Income for the period for which Consolidated EBITDA is being determined):
(i) provision for Taxes or deferred Taxes based on income of the Parent and its Subsidiaries for such period, including, without limitation, federal, provincial, state, local, franchise and similar taxes (including penalties and interest related to taxes);
(ii) Consolidated Interest Expense of the Parent and its Subsidiaries for such period (and to the extent not included in such Consolidated Interest Expense, (A) fees and expenses paid to the Administrative Agent in connection with its services hereunder, (B) other bank, administrative agency (or trustee) and financing fees, and (C) any net losses on Hedging Arrangements or other derivative instruments entered into for the purpose of hedging interest rate or currency exchange rate risk, net of gains on such Hedging Arrangements or such derivative instruments);
(iii) depreciation and amortization expenses of the Parent and its Subsidiaries for such period including the amortization of goodwill and other intangible assets, deferred financing fees, debt issuance costs, ROU lease assets, and original issue discount;
(iv) any other non-cash charges, including any non-cash impairment charge and any write-offs or write-downs, reducing Consolidated Net Income for such period, excluding any non-cash charge that is an accrual of a reserve for a
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cash expenditure or payment to be made, or anticipated to be made, in a future period;

(v) the reasonable board of director fees, management, consulting, monitoring, transaction, advisory and similar fees and related indemnities and expenses (including reimbursements) paid to the Sponsor and/or its Affiliates or management companies (or any accruals related to such fees and related expenses) and payments to outside directors of the Parent and related indemnities and expenses actually paid by or on behalf of, or accrued by, Parent or any of its Subsidiaries during such period, in each case to the extent permitted in this Agreement;
(vi) any fees, expenses or charges (other than depreciation or amortization expense as described in the preceding subclause (iii)) related to issuance of Equity Interests by Parent, non-ordinary course Investments, non-ordinary course acquisitions, non-ordinary course Dispositions, mergers, consolidations or amalgamations, recapitalizations or the incurrence, modification, amendment or repayment of Indebtedness (including any amortization or write-off of debt issuance or deferred financing costs, premiums and prepayment penalties) permitted to be incurred by this Agreement (including repayment, redemption or refinancing thereof), in each case, whether or not successful, including any such fees, expenses or charges related to (A) this Agreement, (B) the negotiation, execution and delivery of the Specified Tax Insurance Policy, the LC Facility Commitment Letter and the LC Facility Agreement, the related amendment to the Existing Credit Agreement, the related intercreditor agreement, and any other related transaction documents, and (C) the other Transactions and commencement of public company compliance;
(vii) any non-cash compensation expense incurred pursuant to any equity compensation plan or other long-term incentive plan;
(viii) one-time costs due to the impact of the COVID 19 pandemic, not to exceed $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] in any measurement period;
(ix) the amount of earn-out amounts and other contingent consideration obligations (including to the extent accounted for as bonuses, compensation or otherwise) incurred in connection with any acquisition, refranchising transaction or other Permitted Investment, in each case, which is paid or accrued in such period; provided that any accrual amount added back pursuant to this clause (ix) shall not be added back in any subsequent period when paid;
(x) the amount of any cash actually received by such Person (or the amount of the benefit of any netting arrangement resulting in reduced cash expenditures) during such period and not included in Consolidated Net
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Income in any period, to the extent that any non-cash gain relating to such cash receipt or netting arrangement was deducted in the calculation of Consolidated EBITDA pursuant to subclause (b)(i) below for any previous period and not added back;

(xi) business optimization expenses and other restructuring charges or reserves (which, for the avoidance of doubt, shall include, without limitation, charges in connection with any integration, restructuring (including any charge relating to any tax restructuring) or transition, any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, the effect of inventory optimization programs and/or any curtailment, facility, warehouse, store, branch, office or business unit closures or consolidations (including but not limited to rent termination costs, moving costs and legal costs)), retention or completion costs or bonuses, severance, systems establishment costs, and contract termination costs, as supported by a schedule of such items reasonably requested by the Administrative Agent and set out in a certificate of a Responsible Officer of the Borrower delivered to the Lenders in form and substance satisfactory to the Administrative Agent;
(xii) any expenses or charges (other than depreciation or amortization expense as described in the preceding subclause (iii)) related to refranchising transactions or New Projects;
(xiii) other extraordinary, unusual or non-recurring losses, expenses or charges including: (A) asset retirement costs in connection with sales, dispositions or abandonments of assets or discontinued operations; (B) fees, expenses or charges relating to closing costs, rebranding costs, curtailments or modifications to pension and postretirement employee benefit plans, acquisition integration costs, opening costs, recruiting costs, signing, retention or completion bonuses, severance and relocation costs, one-time compensation costs, consulting or corporate development charges, costs and expenses incurred in connection with strategic initiatives and transition costs; (C) costs and expenses incurred in connection with non-ordinary course product and intellectual property development; (D) costs incurred in connection with acquisitions (or purchases of assets) prior to or after the Closing Date; and (E) litigation costs and expenses (including costs related to settlements, fines judgments or orders);
(xiv) losses from disposed of, abandoned, closed, divested or discontinued operations or Properties and any net after-tax loss on the dispositions of disposed of, abandoned, closed or discontinued operations or Properties;
(xv) any loss attributable to business Dispositions or asset Dispositions (including asset retirement costs or sales or issuances of Equity Interests) other than in the ordinary course of business (as determined in good faith by the Borrower);
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(xvi) any loss attributable to the early extinguishment or buy-back or cancellation of Indebtedness, Hedging Arrangements or other derivative instruments;
(xvii) non-cash losses and expenses resulting from fair value accounting required by the applicable standard under GAAP and related interpretation;
(xviii) (A) any unrealized currency translation or transaction losses (including currency remeasurements of Indebtedness, any currency translation losses related to the translation to the presentation currency and translation of a foreign operation and any net loss resulting from Hedging Arrangements), and (B) any unrealized loss in respect of any Hedging Arrangement as determined in accordance with GAAP;
(xix) any deductions attributable to minority interests or the amount of any noncontrolling interest attributable to non-controlling interests of third parties in any Subsidiary that is not a Wholly Owned Subsidiary, net of cash distributions in respect thereof;
(xx) so long as such Person in good faith expects to receive such amount, to the extent that (A) a claim for reimbursement or indemnification is submitted or expected to be submitted within 180 days, and (B) such Person expects in good faith to receive such amount within 365 days following the date of such submission (with a deduction for any amount so added back to the extent not so submitted within 180 days or reimbursed within such 365 days), expenses incurred in connection with liability or casualty events or business interruption or that are, directly or indirectly, reimbursed or reimbursable by a third party (including, without limitation, under the Specified Tax Insurance Policy); and
(xxi) add-backs and adjustments (including cost savings and cost synergies) contained in a quality of earnings report made available to the Lenders prepared by financial advisors (which financial advisors are (A) a nationally recognized accounting firm, or (B) reasonably acceptable to the Required Lenders (it being understood and agreed that any of the “Big Four” accounting firms are acceptable)) retained by a Loan Party in connection with a Permitted Business Acquisition, provided that any such add-backs or adjustments relating to cost savings or synergies are realizable within 12 months of close of the Permitted Business Acquisition;

provided that the aggregate amount of all items in clauses (xi) through (xiii) and clause (xxi) above included in the calculation of Consolidated EBITDA for any measurement period shall not exceed [REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]% of Consolidated EBITDA, calculated before the add-back or adjustment of any such item; minus

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(b) the sum of (without duplication and to the extent the amounts described in subclauses (i) through (vii) of this clause (b) increased such Consolidated Net Income for the period for which Consolidated EBITDA is being determined):
(i) non-cash items increasing Consolidated Net Income of Parent and its Subsidiaries for such period (but excluding any such items (A) in respect of which cash was received in a prior period or will be received in a future period, or (B) which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced Consolidated EBITDA in any prior period);
(ii) all extraordinary, unusual or non-recurring gains;
(iii) any income from disposed of, abandoned, closed, divested or discontinued operations or Properties and any net after-tax gain on the dispositions of disposed of, abandoned, closed or discontinued operations or Properties;
(iv) any gain (less all fees and expenses or charges relating thereto) attributable to business Dispositions or asset Dispositions (including asset retirement costs or sales or issuances of Equity Interests) other than in the ordinary course of business (as determined in good faith by the Borrower);
(v) any income (less all fees and expenses or charges relating thereto) attributable to the early extinguishment or buy-back or cancellation of Indebtedness, Hedging Arrangements or other derivative instruments;
(vi) non-cash gains and income resulting from fair value accounting required by the applicable standard under GAAP and related interpretation;
(vii) (A) any unrealized currency translation or transaction gains (including currency remeasurements of Indebtedness, any currency translation gains related to the translation to the presentation currency and translation of a foreign operation and any net gain resulting from Hedging Arrangements), and (B) any unrealized gain in respect of any Hedging Arrangement as determined in accordance with GAAP; and
(viii) the amount of any cash payments made in respect of equity compensation plans pursuant to subclause (d)(ii) of the definition of “Permitted Restricted Payments”, to the extent not already deducted in the calculation of Consolidated Net Income.

For purposes of calculating Consolidated EBITDA for any period, the following shall apply, without duplication: (A) the Net Income of any Person that is not a Subsidiary of the Parent, or that is accounted for by the equity method of accounting, will be included for any period only to the extent of the amount of distributions or other payments paid in cash or cash equivalents (or to the extent converted into cash or cash equivalents) to the Parent or a Subsidiary thereof in respect of such period, (B) except to the extent included

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pursuant to the application of Pro Forma Basis as required by this Agreement, the Net Income of any Person prior to the date it became a Loan Party, or was merged or consolidated into, a Loan Party will be excluded, and (C) the effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and its Subsidiaries and including the effects of adjustments to (I) deferred rent, (II) Lease Obligations or other obligations or deferrals attributable to capital spending funds with suppliers or (III) any deferrals of revenue) in component amounts required or permitted by GAAP, resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to any acquisition, refranchising transaction or Investment consummated after the Closing Date or the amortization or writeoff of any amounts thereof, net of Taxes, will be excluded.

“ Consolidated Indebtedness ” means, as of any date of determination, the sum of (without duplication) all Indebtedness (other than obligations under Hedging Arrangements) of the Parent and its Subsidiaries, determined on a consolidated basis on such date.

“ Consolidated Interest Expense ” means, with respect to any Person for any period, the sum of

(a) gross interest expense of such Person for such period on a consolidated basis, including the portion of any payments or accruals with respect to Lease Obligations (including with respect to Franchise locations) allocable to interest expense, and including debt issuance costs, commissions, fees and expenses, expensing of any bridge, commitment or other financing fees, and
(b) capitalized interest expense of such Person,

minus interest income (including the interest attributable to Franchisee subleases) for such period.

For purposes of the foregoing, gross interest expense shall be determined after giving effect to any net payments made or received and costs incurred by such Person with respect to Hedging Arrangements, and interest on a Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Lease Obligation in accordance with GAAP.

“ Consolidated Net Income ” means, with respect to any Person for any period, the Net Income of such Person and its Subsidiaries for such period on a consolidated basis.

“ Consolidated Total Assets ” means, as of any date of determination, the total assets of Parent and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, as set forth on the consolidated balance sheet of Parent as of the last day of the Fiscal Quarter most recently ended for which financial statements have been (or were required to be) delivered.

“ Contingent Obligation ” means, as to any Person, any obligation, whether secured or unsecured, of such Person guaranteeing or indemnifying, or in effect guaranteeing or

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indemnifying, any indebtedness, leases, dividends, letters of credit or other monetary obligations (the “ primary obligations ”) of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including any obligation of such Person as an account party in respect of a letter of credit or letter of guarantee issued to assure payment by the primary obligor of any such primary obligation and any obligations of such Person, whether or not contingent, (a) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (b) to advance or supply funds for the purchase or payment of any such primary obligation or to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase Property, securities or services primarily for the purpose of assuring the obligee under any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, or (d) otherwise to assure or hold harmless the obligee under such primary obligation against loss in respect of such primary obligation; provided, however, that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business.

“ Control ”, when used with respect to any Person, other than an individual, means the possession, directly and indirectly, of the power to direct, or cause the direction of, the management and policies of such Person, whether through the ability to exercise voting powers, by contract or otherwise, and each of “ Controls ”, “ Controlled ” and “ Controlling ” shall have a correlative meaning.

“ Conversion ” means, in respect of any Loan, the conversion of the method for calculating interest or fees on such Loan from one method to another and includes a conversion to or from a Bankers’ Acceptance Loan.

“ Conversion Date ” means, in respect of any Loan, the Business Day on which a Conversion thereof is made.

“ Covered Tax Assessment ” means a Tax liability in respect of a Covered Tax Position owed to the Tax Authority as shown on a notice of assessment received from a Tax Authority.

“ Covered Tax Position ” has the meaning ascribed to such term in the Specified Tax Insurance Policy.

“ CRA ” means the Canada Revenue Agency.

“ Credit Facilities ” means, collectively, the Revolving Facility and the Term Facility, and “ Credit Facility ” means either of them, as applicable.

“ Credit Facility Commitment ” means the Aggregate Revolving Facility Commitment or the Aggregate Term Facility Commitment, as the context requires.

“ Cumulative Credit ” means, as of any date of determination, a cumulative amount equal to:

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(a) without duplication:
(i) an amount (which shall not be less than zero) equal to the aggregate cumulative sum of Excess Cash Flow that is not required to be applied as a mandatory prepayment under Section 2.7.4 for all Excess Cash Flow Periods ending after the Closing Date and on or prior to such date of determination; plus
(ii) the cumulative amount of Net Proceeds (and the fair market value (as determined in good faith by the Borrower) of Property other than cash) from the sale of Equity Interests (other than Disqualified Stock) of the Parent received from and including the day immediately after the Closing Date and on or prior to such time (including upon exercise of warrants or options); provided, that this clause (ii) shall exclude any amounts used as a Specified Equity Contribution pursuant to Section 9.4.3; plus
(iii) the aggregate amount of contributions as common equity to the capital of the Parent received in cash (and the fair market value (as determined in good faith by the Borrower) of Property other than cash) from and including the day immediately after the Closing Date; provided, that this clause (iii) shall exclude any amounts used as a Specified Equity Contribution pursuant to Section 9.4.3; plus
(iv) the Net Proceeds (or fair market value (as determined in good faith by the Borrower) of any Property other than cash) received in connection with the issuance of Indebtedness or Disqualified Stock from and including the day immediately after the Closing Date that have been exchanged or converted into common equity of the Parent; plus
(v) an amount equal to any cash returns (including distributions, dividends, interest, returns of principal, repayments, income and similar amounts) actually received by any Loan Party in respect of any Investments made using the Cumulative Credit; plus
(vi) the Net Proceeds received by any Loan Party during the period from and including the day immediately following the Closing Date through and including such time in connection with the Disposition to any Person (other than a Group Member) of any Investment made using the Cumulative Credit; less
(b) amounts applied to make a Permitted Investment, Restricted Payment or Restricted Debt Payment in reliance on the Cumulative Credit;

provided that no use of the Cumulative Credit shall be permitted hereunder if any Default or Event of Default has occurred and is continuing immediately prior to, or would occur after giving effect to, any use of the Cumulative Credit.

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“ Current Assets ” means, with respect to the Parent and its Subsidiaries on a consolidated basis as of any date of determination, the sum of all assets (other than cash and Cash Equivalents or other cash equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Parent as current assets at such date of determination, other than (a) amounts related to current or deferred Taxes based on income or profits, and (b) the current portion of lease receivables.

“ Current Liabilities ” means, with respect to Parent on a consolidated basis as of any date of determination, all liabilities that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Parent as current liabilities at such date of determination, other than (a) the current portion of any Indebtedness, (b) accruals of Consolidated Interest Expense (excluding Consolidated Interest Expense that is due and unpaid), (c) accruals for current or deferred Taxes based on income or profits, and (d) the current portion of any lease liabilities.

“ DBRS ” means DBRS Limited.

“ Debtor Relief Laws ” means (a) the Bankruptcy and Insolvency Act (Canada), (b) the Companies’ Creditors Arrangement Act (Canada), (c) the Winding-Up and Restructuring Act (Canada), (d) the U.S. Bankruptcy Code, and (e) and all other liquidation, conservatorship, bankruptcy, general assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, arrangement (including under corporate statutes) or similar debtor relief laws of the United States, Canada or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

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

“ Defaulting Lender ” means any Lender or, in the case of paragraph (e) below, a Lender’s parent (being any Person that directly or indirectly Controls a Lender):

(a) that has failed to fund any payment, or its portion of any Advance, required to be made by it hereunder within two (2) Business Days of the date when due;
(b) that has failed to pay over to the Administrative Agent, the Issuing Lender or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, unless subject to a good faith dispute;
(c) that has notified the Administrative Agent or the Borrower (verbally or in writing) that it does not intend to or is unable to comply with any of its funding obligations under this Agreement or has made a public statement to that effect or to the effect that it does not intend to or is unable to fund advances generally under credit arrangements to which it is a party;
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(d) that has failed, within three (3) Business Days after request by the Administrative Agent or the Borrower, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Advances;
(e) that becomes insolvent, has been deemed insolvent by a court of competent jurisdiction, or becomes the subject of bankruptcy or insolvency proceeding; or
(f) that is generally in default of its obligations under other existing credit or loan documentation under which it has commitments to extend credit.

“ Departing Lenders ” has the meaning ascribed thereto in Section 14.6.

“ Discount Proceeds ” means, for any Bankers’ Acceptance issued hereunder or an Advance of a BA Equivalent Loan hereunder, the following amount calculated on the applicable Borrowing Date, Rollover Date or Conversion Date:

F 1 + D x T 365

where:

F means the face amount of such Bankers’ Acceptance or BA Equivalent Loan;

D means the Discount Rate applicable to such Bankers’ Acceptance or BA Equivalent Loan; and

T means the number of days to maturity of such Bankers’ Acceptance or BA Equivalent Loan,

with the amount as so determined being rounded up or down to the fifth decimal place and .000005 being rounded up.

“ Discount Rate ” means with respect to an issue of Bankers’ Acceptances or an Advance of a BA Equivalent Loan for a particular BA Period, the CDOR Rate determined on that day.

“ Disposition ” means any sale, assignment, transfer, conveyance, lease, license or other disposition of any nature or kind whatsoever, including by way of Sale and Leaseback Transaction, of any Property or of any right, title or interest in or to any Property, and “ Dispose ” shall have a correlative meaning.

“ Disqualified Stock ” means, with respect to any Person, any Equity Interests of such Person that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of

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a change of control or asset sale event shall be subject to the prior or concurrent repayment in full of the Loans and all other Obligations that are accrued and payable), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payment of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Stock, in each case, prior to the date that is six (6) months days after the Final Maturity Date in effect at the time of issuance thereof (provided, that only the portion of the Equity Interests that so mature or are mandatorily redeemable, are so convertible or exchangeable or are so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock). Notwithstanding the foregoing: (i) any Equity Interests issued to any employee or to any plan for the benefit of employees of any Group Members or by any such plan to such employees shall not constitute Disqualified Stock solely because they may be required to be repurchased by the Group Members in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability; and (ii) any class of Equity Interests of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Equity Interests that are not Disqualified Stock shall not be deemed to be Disqualified Stock.

“ EBITDA ” means, in respect of any Person or group of Persons, an amount corresponding to Consolidated EBITDA but determined in respect of such Person or group of Persons on a stand-alone basis.

“ Environmental Activity ” means any past, present or future activity, event or circumstance in respect of a Hazardous Substance, including, without limitation, its storage, use, holding, collection, purchase, accumulation, assessment, generation, manufacture, construction, processing, treatment, stabilization, disposal, handling, cleanup, remediation or transportation, or its Release or threatened Release into the environment, including movement through or in the air, soil, subsoil, surface water or groundwater.

“ Environmental Laws ” means all Applicable Laws concerning or relating to the environment, occupational health and safety matters or conditions, Hazardous Substances, pollution or protection of the environment and Environmental Activities.

“ Environmental Liabilities ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), resulting from or related to (a) any Environmental Law or violation thereof, (b) the Loan Parties’ Environmental Activities, (c) the presence of or exposure to any Hazardous Substances, (d) personal injury (including illness, disease or death) and property damage arising from any of the foregoing, or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Environmental Permit ” has the meaning ascribed to it Section 8.1.15.3.

“ Equity Interests ” means (a) common shares, preferred shares or other equivalent Equity Interests (howsoever designated) of capital stock of a body corporate, (b) equity preferred

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or common membership interests in a limited liability company, (c) member or shareholder interests in an unlimited company or unlimited liability company, (d) limited liability or general partnership interests in a limited liability or general partnership, (e) trust units or other beneficial interests in a business, charitable or other trust, (f) any other interest that confers the right to receive a share of the profits and/or losses of, or the distribution of assets of, any Person, and (g) any other interest equivalent to any of the interests referred to in any of clauses (a) to (f) inclusive of this definition.

“ Equivalent Amount ” means with respect to any two currencies, the amount obtained in one such currency when an amount in the other currency is converted into the first currency using the spot rate of exchange for such conversion as quoted by the Bank of Canada at the close of business on the Business Day that such conversion is to be made (or, if such conversion is to be made before close of business on such Business Day, then at close of business on the immediately preceding Business Day) and, in either case, if no such rate is quoted, the spot rate of exchange quoted for wholesale transactions by the Administrative Agent in Toronto, Ontario on the Business Day such conversion is to be made in accordance with its normal practice.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time and any final regulations promulgated and the rulings issued thereunder.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with Parent or any of its Subsidiaries, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ ERISA Event ” means (a) any Reportable Event or the requirements of Section 4043(b) of ERISA apply with respect to a U.S. Plan; (b) with respect to any U.S. Plan, the failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived; (c) a determination that any U.S. Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code); (d) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any U.S. Plan, the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any U.S. Plan or the failure to make any required contribution to a Multiemployer Plan; (e) the incurrence by the Parent or any of its Subsidiaries or any ERISA Affiliate of any liability (contingent or otherwise) under Title IV of ERISA with respect to the termination of any U.S. Plan or Multiemployer Plan; (f) the receipt by the Parent or any of its Subsidiaries or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any U.S. Plan or to appoint a trustee to administer any U.S. Plan under Section 4042 of ERISA, or the occurrence of an event or condition which would reasonably be expected to constitute grounds for the institution of such proceedings; (g) the incurrence by the Parent or any of its Subsidiaries or any ERISA Affiliate of any liability (contingent or otherwise) with respect to the withdrawal or partial withdrawal from any U.S. Plan or Multiemployer Plan; (h) the receipt by the Parent or any of its Subsidiaries or any ERISA Affiliate of any notice, or the receipt

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by any Multiemployer Plan from the Parent or any of its Subsidiaries or any ERISA Affiliate of any notice, concerning the impending imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA, or in “endangered” or “critical” status, within the meaning of Section 432 of the Code or Section 305 of ERISA; (i) the conditions for imposition of a lien under Section 303(k) of ERISA shall have been met with respect to any U.S. Plan; (j) the withdrawal or partial withdrawal of any of the Parent or any of its Subsidiaries or any ERISA Affiliate from a U.S. Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; or (k) the filing of a notice of intent to terminate any U.S. Plan.

“ Erroneous Payment ” has the meaning ascribed to it in Section 13.17.1.

“ Event of Default ” has the meaning attributed to such term in Section 11.1.

“ Excess Cash Flow ” means, with respect to the Parent and its Subsidiaries on a consolidated basis for any applicable period, Consolidated EBITDA for such period without giving effect to clause (xxi) of part (a) thereof,

(a) minus, without duplication:
(i) Consolidated Interest Expense (including (A) fees and expenses paid to the Administrative Agent in connection with its services hereunder, (B) other bank, administrative or rating agency (or trustee) and financing fees, (C) costs of surety bonds in connection with financing activities (whether amortized or immediately expensed) and (D) commissions, discounts and other fees and charges owed with respect to revolving commitments, letters of credit, bank guarantees, bankers’ acceptances or any similar facilities or financing and Hedging Arrangements) and scheduled amortization payments on Indebtedness (other than scheduled amortization payments in respect of Lease Obligations) of the Parent and its Subsidiaries for such period to the extent paid in cash;
(ii) the aggregate principal amount of any voluntary repayments of the Term Facility or of other term Indebtedness that is permitted hereunder during such period and the amount of any voluntary payments of the Revolving Facility to the extent accompanied by permanent reductions of the Revolving Facility Commitment during such period;
(iii) (A) Capital Expenditures by the Parent and its Subsidiaries on a consolidated basis during such period that are paid in cash and (B) the aggregate consideration paid in cash during the period in respect of Permitted Business Acquisitions, New Project expenditures and Permitted Investments (other than Permitted Investments made pursuant to clauses (a), (b), (c), (d), (h), subclauses (ii) and (iii) of (i), (j) through (n) and (q) through (t) of the definition thereof);
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(iv) Taxes paid in cash by the Parent and its Subsidiaries during such period and added back in the computation of Consolidated EBITDA pursuant to clause (i) of part (a) of the definition thereof;
(v) an amount equal to any increase in Working Capital of the Parent and its Subsidiaries for such period;
(vi) cash expenditures made in respect of Hedging Arrangements during such period, to the extent not reflected in the computation of Consolidated EBITDA or Consolidated Interest Expense;
(vii) Permitted Restricted Payments paid in cash during such period pursuant to clause (d)(i) and/or clause (e) of the definition thereof, to the extent not reflected in the computation of Consolidated EBITDA;
(viii) amounts paid in cash during such period in respect of Lease Obligations, net of cash payments received in such period in respect of Franchisee subleases (in each case other than amounts included in Consolidated Interest Expense);
(ix) the aggregate principal amount of all mandatory repayments and scheduled repayments at maturity of Indebtedness, together with the aggregate amount of any interest, premiums, make-whole or penalty payments required to be paid (and actually paid) in connection therewith;
(x) items added back in the computation of Consolidated EBITDA pursuant to clauses (v), (vi), (viii), (ix), (xi) through (xiii), and (xx) of part (a) of the definition thereof, to the extent paid in cash during such period (and, in the case of clause (xx), not reimbursed in such period);
(xi) the amount of (A) any deductions attributable to minority interests that were added to or not deducted from Consolidated Net Income in calculating Consolidated EBITDA and (B) Net Income of joint ventures and minority investments added to in calculating Consolidated EBITDA, net of cash distributions or other cash payments received therefrom; and
(xii) cash payments by the Parent and its Subsidiaries made (or committed) in respect of long-term liabilities (including for purposes of clarity, the current portion of such long-term liabilities) of the Parent and its Subsidiaries other than Indebtedness, except to the extent such cash payments were deducted in the calculation of Consolidated EBITDA,
(b) plus, without duplication:
(i) an amount equal to any decrease in Working Capital of the Parent and its Subsidiaries for such period;
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(ii) all amounts referred to in clauses (a)(ii), (a)(iii), (a)(ix), or (a)(xii) above to the extent funded with the proceeds of the issuance or the incurrence of Indebtedness (including Lease Obligations and purchase money Indebtedness, but excluding proceeds of extensions of credit under any revolving credit facility), the sale or issuance of any Equity Interests (including any capital contributions), and any loss, damage, destruction or Expropriation of, or any sale, transfer or other Disposition (including any Sale and Leaseback Transaction of such assets and any mortgage or lease of real property) to any Person of any Property, in each case to the extent there is a corresponding deduction from Excess Cash Flow above;
(iii) cash payments received in respect of Hedging Arrangements during such period to the extent (A) not included in the computation of Consolidated EBITDA or (B) such payments do not reduce Consolidated Interest Expense,
(iv) the amount related to items that were deducted from Consolidated Net Income in calculating Consolidated EBITDA pursuant to clauses (ii), (iii) and (iv) of part (b) thereof to the extent such items represented cash received by the Parent and its Subsidiaries on a consolidated basis during such period;
(v) amounts reimbursed in cash during such period in respect of amounts added back in calculating Consolidated EBITDA pursuant to clause (xx) of part (a) thereof during a prior period and deducted from Excess Cash Flow pursuant to clause (x) of part (a) above; and
(vi) all amounts referred to in subclause (i) of (i) of the definition of Permitted Investments, previously deducted from Excess Cash Flow pursuant to clause (iii) of part (a) above, which are repaid to a Loan Party during such period.

“ Excess Cash Flow Period ” means each Fiscal Year, commencing with the first full Fiscal Year following the Closing Date.

“ Excluded Taxes ” means, with respect to the recipient (the “ Recipient ”) of any payment to be made by or on account of any obligation of a Loan Party hereunder or under any other Loan Document, (a) income, franchise (in lieu of income), capital or branch profits Taxes imposed on (or measured by) its net income or profits (however denominated) as a result of such Recipient (or, in the case of an entity which is a pass-through entity pursuant to the law of the jurisdiction of the Governmental Authority imposing such tax, any of its beneficial owners) being organized under the laws of or having its principal office or applicable lending office in, or as a result of a present or former connection with, the jurisdiction of the Governmental Authority imposing such tax (including as a result of it carrying on a trade or business, having a permanent establishment in or being a resident for tax purposes in such jurisdiction), in each case other than any such connection arising solely from the Recipient having executed, delivered or performed its obligations or

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received a payment under, or enforced, or otherwise in connection with, this Agreement or any other Loan Document, (b) Taxes arising under Part XIII of the Tax Act that are imposed on amounts paid or credited to or for the account of such Recipient as a result of (i) such Recipient (or the Person to which the applicable Loan is payable) not dealing at arm’s length (for purposes of the Tax Act) with any Loan Party or (ii) such Recipient being, or not dealing at arm’s length (for purposes of the Tax Act) with, a “specified shareholder” (as defined in subsection 18(5) of the Tax Act) of any Loan Party, except where, in the case of clause (i) or (ii) above, the non-arm’s length relationship arises, or the Recipient is a “specified shareholder” or does not deal at arm’s length with a “specified shareholder”, by reason of the Recipient (or the Person to which the applicable Loan is payable) having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, or enforced this Agreement or any other Loan Document, (c) Taxes (or any portion thereof) attributable to the failure of such Recipient (or, in the case of an entity which is a pass-through entity pursuant to the law of the jurisdiction of the Governmental Authority imposing such tax, any of its beneficial owners) to comply with Section 12.2.7 and (d) any U.S. federal withholding Taxes imposed under FATCA.

“ Existing Credit Agreement ” means the Credit Agreement, dated as of July 5, 2016, between, among others, Parent, Borrower, Pet Supermarket, Inc., the lenders from time to time party thereto and Golub Capital Markets LLC, as administrative agent, as amended, restated, modified or supplemented to the date hereof.

“ Existing Credit Facilities ” means the credit facilities established pursuant to the Existing Credit Agreement.

“ Expropriation ” means the expropriation, condemnation or taking by eminent domain or similar authority, or by any proceeding or purchase in lieu or anticipation thereof, of any of the Collateral or any right, title or interest therein by any Governmental Authority.

“ 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 and any agreements entered into pursuant to Section 1471(b)(1) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code.

“ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to the

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Administrative Agent on such day on such transactions as determined by the Administrative Agent.

“ Fee Letters ” means, collectively, (a) the fee letter between the Borrower and the Royal Bank of Canada, in its capacity as a Co-Lead Arranger and Administrative Agent, dated the date hereof, (b) the fee letter between the Borrower and the Administrative Agent with respect to the closing fee payable to the Lenders, dated the date hereof, and, and (c) any additional fee letter with a Lender or the Administrative Agent entered into by the Borrower in connection with this Agreement.

“ Final Maturity Date ” means June 30, 2026.

“ Financial Covenants ” means the covenants set forth in Sections 9.4.1 and 9.4.2.

“ Financial Officer ” of any Person means the Chief Financial Officer or an equivalent financial officer, principal accounting officer, Treasurer, Assistant Treasurer, Controller or a director of such Person, or a duly authorized signatory of such Person who is a Financial Officer of a Subsidiary of such Person.

“ Fiscal Quarter ” means each fiscal quarter of the Parent ending on or around March 31, June 30, September 30 and December 31.

“ Fiscal Year ” means the fiscal year of the Parent, ending on or around December 31st of each year or such other fiscal year as the Parent may adopt from time to time in accordance with this Agreement.

“ Franchise ” means any grant by the Borrower or a Subsidiary Loan Party to a Franchisee of the right to engage in or carry on a business, or to sell or offer to sell any product or service, under or in association with any of the trademarks held by the Borrower and the Subsidiary Loan Parties in connection with the business of the Borrower and the Subsidiary Loan Parties.

“ Franchise Agreement ” means an agreement pursuant to which a Franchisee is awarded a Franchise.

“ Franchisees ” means all Persons that have entered into a Franchise Agreement with the Borrower or a Subsidiary Loan Party and “Franchisee” means any one such Person.

“ Fronting Fee ” has the meaning ascribed thereto in Section 6.4.2.

“ Fund ” means any Person (other than a natural person), including without limitation a mutual fund, pooled fund or pension fund, that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“ GAAP ” means IFRS applied on a consistent basis; provided, however, that, in the event of any change in IFRS from that applied in the preparation of the financial statements of the Parent included in the final prospectus for the IPO or any financial statements of the

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Parent delivered after the Closing Date, that in either case would affect the computation of any financial covenant or requirement set forth in this Agreement or any other Loan Document, if the Borrower or the Administrative Agent shall so request, the Administrative Agent and the Borrower shall negotiate in good faith, each acting reasonably, to amend such financial covenant or requirement to preserve the original intent thereof in light of such change in IFRS; provided, further, that, until so amended as provided in the preceding proviso, (a) such financial covenant or requirement shall continue to be computed in accordance with IFRS without regard to such change therein, and (b) the Borrower shall furnish to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement, setting forth a reconciliation between calculations of such financial covenant or requirement made before and after giving effect to such change in IFRS.

“ Good Faith Contest ” means the contest of an item if (a) the item is contested diligently and in good faith by all appropriate proceedings, (b) reasonable reserves under GAAP are maintained, and (c) such proceedings do not involve any material danger of the sale, forfeiture or loss of any Collateral.

“ Governmental Authority ” means any government (federal, provincial or municipal), parliament, legislature, or any regulatory authority, agency, commission or board of any government, parliament or legislature, or any court or (without limitation to the foregoing) any other law, regulation or rule-making entity (including, without limitation, any central bank, fiscal or monetary authority or authority regulating banks), having jurisdiction in the relevant circumstances.

“ Group Members ” means, collectively, the Parent and its Subsidiaries, and “ Group Member ” means any one of them as the context requires.

“ Guarantors ” means, collectively, the Parent, Holdings, Intermediate Holdings, and each Subsidiary Loan Party, and “ Guarantor ” means any one of them, as the context requires.

“ Hazardous Substances ” means any substance, waste, liquid, gaseous or solid matter, sound, radiation, vibration, fuel, organic or inorganic matter, alone or in any combination which is regulated, listed, prohibited or designated under any applicable Environmental Laws, including as toxic or as a hazardous waste, a hazardous substance, a hazardous material, a pollutant, a deleterious substance, a contaminant or a pollutant, including petroleum or any derivative thereof or toxic mold or regulated radioactive material.

“ Hedging Arrangements ” means, for any Person, any arrangement or transaction between such Person and any other Person which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, interest rate option, forward foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of such transactions or arrangements) designed to protect or mitigate against risks in interest, currency exchange or commodity price fluctuations.

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“ Hedging Obligations ” means all indebtedness, liabilities and obligations of any Loan Party to a Lender or an Affiliate of a Lender under or in respect of any Hedging Arrangement.

“ Holdings ” means Pet Valu Canada Holding Corporation, a corporation incorporated under the Business Corporations Act (British Columbia).

“ Hostile Take-Over ” means a take-over bid or other acquisition which has not been approved by the board of directors of the Person to be acquired at the time such acquisition is commenced.

“ IFRS ” means International Financial Reporting Standards promulgated by the International Accounting Standards Board (or any successor board or agency) which are in effect from time to time.

“ Immaterial Subsidiaries ” means all Subsidiaries of the Parent designated as such by the Borrower in accordance with Section 7.2.4, and “ Immaterial Subsidiary ” means any one of them, as the context requires. As of the date of this Agreement, [REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] has been designated as an Immaterial Subsidiary.

“ Impermissible Qualification ” means, relative to the opinion or report of any independent auditors as to any financial statement or notes thereto, any qualification or exception to such opinion or report which (a) is of a “going concern” or similar nature (other than with respect to, or resulting from, an upcoming maturity date under any series of Indebtedness or any potential liability to satisfy a financial maintenance covenant on a future date or in a future period), or (b) relates to any limited scope of examination of material matters relevant to such financial statement, if such limitation results from the refusal or failure of the Person to grant access to necessary information therefor.

“ Indebtedness ” means, with respect to any Person, if and to the extent (other than with respect to clauses (f), (g), (i) and (j)) the same would constitute indebtedness or a liability on a balance sheet prepared in accordance with GAAP, the aggregate (without duplication) of the following amounts as at the date of determination:

(a) all obligations of such Person for borrowed money;
(b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments;
(c) all obligations of such Person created or arising under any conditional sale or other title retention agreements relating to Property purchased by such Person;
(d) all obligations of such Person issued or assumed as the deferred purchase price of Property or services (other than such obligations accrued in the ordinary course), to the extent that the same would be required to be shown as a long-term liability on a balance sheet prepared in accordance with GAAP;
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(e) all Lease Obligations of such Person, net of lease receivables that are less than ninety (90) days past due;
(f) all net payments that such Person would have to make in the event of an early termination on the date the Indebtedness of such Person is being determined, in respect of outstanding Hedging Arrangements;
(g) the principal component of all obligations, contingent or otherwise, of such Person as an account party in respect of any letters of credit;
(h) the principal component of all obligations of such Person in respect of bankers’ acceptances;
(i) the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock (excluding accrued dividends that have not increased the liquidation preference of such Disqualified Stock); and
(j) all Contingent Obligations by such Person of Indebtedness described in clauses (a) to (i) above,

provided that Indebtedness shall not include:

(i) trade and other ordinary-course payables, accrued expenses, and intercompany liabilities arising in the ordinary course of business;
(ii) prepaid or deferred revenue;
(iii) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase prices of an asset to satisfy unperformed obligations of the seller of such asset;
(iv) earn-out obligations until such obligations become a liability on the balance sheet of such Person in accordance with GAAP;
(v) obligations in respect of Third Party Funds; or
(vi) defined benefit liabilities.

The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner, other than to the extent that the instrument or agreement evidencing such Indebtedness limits the liability of such Person in respect thereof.

“ Intellectual Property ” means intellectual property rights, whether registered or not, owned, licenced, used or held by any Loan Party, including: (a) inventions, pending patent applications (including divisions, reissues, renewals, re-examinations, continuations, continuations-in-part and extensions) and issued patents; (b) trade-marks, trade dress,

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trade-names, business names and other indicia of origin; (c) copyrights; (d) industrial designs and similar rights; and (e) urls, domain names and tag lines.

“ Intercreditor Agreement ” means the intercreditor agreement to be entered into on or prior to the effective date of the LC Facility Agreement between the Administrative Agent, as First-Priority Agent (as defined therein) on behalf of the Secured Parties, and the LC Facility Agent, as Second-Priority Agent (as defined therein) on behalf of the issuing banks and participating banks under the LC Facility Agreement, substantially in the form of Schedule G, as amended, restated or replaced from time to time.

“ Interest Coverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense paid or payable in cash, in each case for the Test Period most recently ended as of such date, calculated for the Parent and its Subsidiaries on a consolidated basis.

“ Interest Payment Date ” means, in respect of Prime Rate Loans and USBR Loans, the last Business Day of each calendar month and, in respect of LIBOR Loans, the last day of the Interest Period applicable thereto.

“ Interest Period ” means, for each LIBOR Loan, a period which commences (a) in the case of the initial Interest Period, on the date the LIBOR Loan is made or converted from another type of Loan, and (b) in the case of any subsequent Interest Period, on the last day of the immediately preceding Interest Period in respect of a maturing LIBOR Loan, and which ends, in either case, on the day selected by the Borrower in the applicable Borrowing/Rollover/Conversion Notice. The duration of each Interest Period shall be one or three (3) months (or such other period, subject to availability, to which all of the participating Lenders may agree), unless the last day of an Interest Period would otherwise occur on a day other than a Business Day, in which case, the last day of such Interest Period shall be extended to occur on the next Business Day, or if such extension would cause the last day of such Interest Period to occur in the next calendar month, the last day of such Interest Period shall occur on the preceding Business Day.

“ Intermediate Holdings ” means Pet Holdings ULC, an unlimited liability company incorporated under the Business Corporations Act (British Columbia).

“ Investments ” means, with respect to any Person, (a) the purchase or acquisition of (including pursuant to any merger or amalgamation with any other Person that is not a Wholly Owned Subsidiary immediately prior to such merger or amalgamation) any Equity Interests, evidences of Indebtedness or other securities of any other Person, (b) the making of any loans or advances to or guaranteeing of the Indebtedness of any other Person, or (c) the purchase or acquisition, in one transaction or a series of related transactions, of (i) all or substantially all of the Property or business of another Person or (ii) assets constituting a business unit, line of business or division of another Person.

“ IPO ” means the initial public offering of the Qualified Equity Interests of the Parent to be completed on the Closing Date.

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“ Issuing Lender ” means Royal Bank of Canada, together with any other Lender which the Borrower and the Administrative Agent may from time to time designate as an Issuing Lender hereunder, and in each case, any successor in such capacity.

“ Junior Financing ” means (a) any Indebtedness that is subordinated in right of payment to the Obligations, (b) any Indebtedness in the form of term loans secured by Junior Liens and (c) any unsecured Material Indebtedness.

“ Junior Liens ” means Liens on Collateral that are junior to the Liens thereon securing the Obligations and the LC Facility Agreement pursuant to an intercreditor agreement on terms satisfactory to the Lenders (it being understood that Junior Liens are not required to be pari passu with other Junior Liens, and that Indebtedness secured by Junior Liens may have Liens that are senior in priority to, or pari passu with, or junior in priority to, other Liens constituting Junior Liens).

“ L/C Fee ” has the meaning ascribed thereto in Section 6.4.1.

“ LC Facility Agent ” means Barclays Bank PLC as administrative agent and collateral agent under the LC Facility Agreement, or any successor administrative agent or collateral agent thereunder.

“ LC Facility Agreement ” means the agreement governing the letter of credit facility agreement entered into pursuant to the LC Facility Commitment Letter, which shall be (a) in form and substance substantially consistent with the form attached as Exhibit A to the LC Facility Commitment Letter or with such modifications prior to the effective date thereof as may be agreed by the parties to the LC Facility Commitment Letter, provided that such modifications shall not be materially adverse to the interests of the Lenders or (b) in such other form or with such other modifications as are otherwise reasonably acceptable to the Lenders prior to the effective date thereof and, in each case, as may be amended, restated, or replaced from time to time after the effective date thereof in accordance with the terms of the Intercreditor Agreement.

“ LC Facility Commitment Letter ” means the amended and restated letter of credit facility commitment letter, dated as of April 29, 2021 between Barclays Bank PLC, Royal Bank of Canada and the Borrower, establishing a commitment to provide a letter of credit facility, as amended, restated, or replaced from time to time in accordance with this Agreement.

“ Lease Obligation ” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as a liability on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the balance sheet amount thereof.

“ Lenders ” means the Persons listed as Lenders in Schedule A (as such Schedule may be updated from time to time) and any Person that takes an assignment in accordance with Section 14.3 from a Lender, so long as any of the Obligations are owed to them or they

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have any obligation hereunder, and “ Lender ” means any one of them, as the context requires.

“ Letter of Credit Sublimit ” means $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.].

“ Letters of Credit ” means letters of credit or letters of guarantee issued by the Issuing Lender pursuant to the Revolving Facility at the request and for the account of the Borrower, and “ Letter of Credit ” means any one of them, as the context requires.

“ LIBO Rate ” means, for any Interest Period with respect to any LIBOR Loan:

(a) the rate of interest per annum, expressed on the basis of a year of 360 days, determined by the Administrative Agent, which is equal to the offered rate that appears on the page of the Reuters LIBOR01 screen (or any successor or substitute page of such service or any successor to or substitute for such service providing comparable rate quotations, as may be selected by the Administrative Agent) (the “ LIBOR Screen Rate ”) that displays the ICE Benchmark Administration Interest Settlement Rate (or equivalent rate from any other organization that may succeed ICE Benchmark Administration Limited as the authorized administrator of LIBOR) for deposits in U.S. dollars with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London, England time) two (2) Business Days prior to the first day of such Interest Period, and if different rates are quoted for deposits in varying amounts, in the amount which is closest to such LIBOR Loan; or
(b) if the rate referenced in the preceding subsection (a) is not available, the rate per annum (rounded upwards, if necessary, to the nearest 1/100th of 1%) determined by the Administrative Agent as the rate of interest, expressed on a basis of 360 days, at which deposits in U.S. dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the LIBOR Loan being made, continued or converted by the Administrative Agent and with a term and amount comparable to such Interest Period and principal amount of such LIBOR Loan as would be offered by the Administrative Agent’s London Branch to major banks in the offshore U.S. dollar market at their request at approximately 11:00 a.m. (London, England time) two (2) Business Days prior to the first day of such Interest Period,

provided that, if the rate determined above shall ever be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“ LIBOR Loan ” means, at any time, any Loan which is outstanding at such time and in respect of which interest is to be calculated based on the LIBO Rate, and “ LIBOR Loans ” means, at any time, all such Loans at such time.

“ LIBOR Screen Rate ” has the meaning ascribed thereto in the definition of LIBO Rate.

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“ Liens ” means, in respect of any Person, any mortgage, debenture, pledge, hypothec, lien, charge, assignment by way of security, hypothecation, title retention arrangement or security interest granted or permitted by such Person or arising by operation of law, in respect of any of such Person’s Property, or any consignment of Property or lease by such Person as consignee or lessee, or any other security agreement, trust or arrangement having the effect of security for the payment of any debt, liability or obligation.

“ Loan ” means, at any time, the principal amount of all Obligations then outstanding under a Credit Facility pursuant to the same availment option, and:

(a) in the case of a Bankers’ Acceptance Loan, relating to all Bankers’ Acceptances accepted in respect of a single Borrowing/Rollover/Conversion Notice; and
(b) in the case of a Letter of Credit, relating to a Letter of Credit issued pursuant to a single Borrowing/Rollover/Conversion Notice,

and “ Loans ” means, at any time, all Loans then outstanding under the Credit Facilities or either Credit Facility, as the context requires, at such time.

“ Loan Documents ” means, collectively, this Agreement, the Security Documents, the Bankers’ Acceptances, the Letters of Credit, the Intercreditor Agreement, any subordination agreements delivered in favour of the Administrative Agent pursuant hereto, the Fee Letters, and all other agreements, documents, instruments and certificates delivered to the Administrative Agent or the Lenders by any Loan Party in connection with the Credit Facilities, and “ Loan Document ” means any one of them, as the context requires.

“ Loan Installment Payment Date ” has the meaning ascribed thereto in Section 2.6.1.

“ Loan Parties ” means, collectively, the Borrower and the Guarantors, and “ Loan Party ” means any one of them, as the context requires.

“ Material Adverse Effect ” means any material adverse effect on (a) the business, Property, operations or financial condition of the Parent and its Subsidiaries, taken as a whole, (b) the validity or enforceability of any of the Loan Documents or the ability of the Loan Parties, taken as a whole, to perform their obligations under the Loan Documents, or (c) the right, entitlement or ability of the Administrative Agent or the Lenders to enforce their rights and remedies under the Loan Documents; provided for greater certainty, that a Covered Tax Assessment shall not in and of itself be considered to give rise to a Material Adverse Effect.

“ Material Franchisee Acquisition ” means any acquisition, investment, capital expenditure, or similar transaction or series of related transactions by the Borrower and/or any Subsidiary Loan Party related to a store or a group of stores, Franchisees and/or related operations of a brand of the Parent and its Subsidiaries, including any refranchising transaction, the EBITDA of which represents 5% or more of Consolidated EBITDA in any applicable period.

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“ Material Indebtedness ” means Indebtedness (other than the Obligations) of any one or more of the Parent or any Subsidiary in an aggregate principal amount exceeding $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] (or the Equivalent Amount in any other currency); provided that the LC Facility Agreement and any Permitted Refinancing Indebtedness with respect thereto shall in all cases constitute Material Indebtedness.

“ Material Permit ” means any approval, permit, licence or similar or equivalent authorization from any Governmental Authority to a Loan Party, the loss, termination or non-renewal of which could reasonably be expected to result in a Material Adverse Effect.

“ Material Subsidiary ” means any Subsidiary other than an Immaterial Subsidiary.

“ Maturity Date ” means the last day of a BA Period (or of a corresponding BA Equivalent Loan), Letter of Credit term or Interest Period (as applicable), which shall in no case extend beyond the Final Maturity Date.

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

“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the Parent, any of its Subsidiaries or any ERISA Affiliate (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) is making or accruing an obligation to make contributions, has within any of the preceding six plan years made or accrued an obligation to make contributions, or has any liability (contingent or otherwise).

“ Net First Lien Leverage Ratio ” means, as of any date of determination, the ratio of (a) (i) the sum of (A) the aggregate principal amount of all Obligations outstanding as of the last day of the Test Period most recently ended as of such date and (B) net Lease Obligations referred to in clause (e) of the definition of “Indebtedness” as of such date, less (ii) all Unrestricted Cash as of such date, to a maximum amount for such deduction of $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.], to (b) Consolidated EBITDA for such Test Period.

“ Net Income ” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

“ Net Proceeds ” means any one or more of the following:

(a) with respect to any Disposition of Property by the Parent or any of its Subsidiaries, the net amount equal to the aggregate amount received in cash by the Parent or such Subsidiary in connection with such Disposition (including any cash received by way of deferred payment pursuant to a note, receivable, other non-cash consideration or otherwise, but only as and when such cash is so received, but excluding, for the avoidance of doubt, any other consideration received in the form of assumption by the acquiring person of Indebtedness or other obligations relating
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to the properties or assets that are the subject of such Disposition or any Specified Tax Insurance Proceeds), less the sum of (i) the amount of any Indebtedness (other than Indebtedness under the Loan Documents or Indebtedness owing to another Loan Party) that is secured by such Property and that is required to be repaid in connection with such Disposition, (ii) the fees (including without limitation, legal fees, investment banking fees, accounting fees and consulting fees), commissions and other out-of-pocket expenses incurred (other than in favor of a Group Member) in connection with such Disposition, (iii) Taxes incurred, paid or payable by the Parent or any such Subsidiary in connection with such Disposition, (iv) the amount of any reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any Taxes deducted pursuant to clause (iii) above) (x) related to any of the applicable assets and (y) retained by the Parent or any such Subsidiary including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction (however, the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be cash proceeds of such Disposition occurring on the date of such reduction) and (v) payments made on a ratable basis (or less than ratable basis) to holders of non-controlling interests in non-Wholly Owned Subsidiaries as a result of such Disposition;
(b) with respect to the issuance of Equity Interests or the issuance or creation of Indebtedness of the Parent or any of its Subsidiaries, the net amount equal to the aggregate amount received in cash by the Parent or such Subsidiary (including any cash received by way of deferred advance, installment or payment but only as and when such cash is so received) in connection with such issuance or creation, less the fees (including without limitation, legal fees, investment banking fees, accounting fees and consulting fees), commissions, printing costs and other out-ofpocket expenses incurred, paid or payable by the Parent or such Subsidiary to any Person (other than a Group Member) in connection with such issuance or creation; and
(c) with respect to the receipt of proceeds under any insurance policy (other than business interruption insurance or the Specified Tax Insurance Policy), the net amount equal to the aggregate amount received by Parent or any Subsidiary in cash in connection with such receipt of insurance proceeds, less the reasonable fees (including without limitation reasonable legal fees), costs, deductibles and other out-of-pocket expenses and Taxes incurred, paid or payable by Parent or such Subsidiary to any Person (other than a Group Member) in connection with the claim under the insurance policy giving rise to such proceeds.

“ Net Secured Leverage Ratio ” means, as of any date of determination, the ratio of (a) (i) the sum of (A) Consolidated Indebtedness secured by a Lien on the Collateral outstanding as of the last day of the Test Period most recently ended as of such date (other than Indebtedness in respect of the LC Facility Agreement so long as the Specified Tax Insurance Policy remains in effect, (1) solely to the extent that the coverage thereunder

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equals or exceeds the amount of such Indebtedness and (2) so long as no Specified Policy Trigger Event has occurred and is continuing (provided that in the case of any Specified Policy Trigger Event attributable to the default, downgrade or insolvency of a carrier that has not been replaced in accordance with the terms of the Specified Tax Insurance Policy, only the amount of the Indebtedness attributable to the portion of the Specified Tax Insurance Policy underwritten by such insurer shall constitute “Consolidated Indebtedness” for this purpose)) and (B) net Lease Obligations referred to in clause (e) of the definition of “Indebtedness” as of such date, less (ii) all Unrestricted Cash as of such date to a maximum amount for such deduction of $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.], to (b) Consolidated EBITDA for such Test Period.

“ Net Total Leverage Ratio ” means, as of any date of determination, the ratio of (a) (i) Consolidated Indebtedness as of the last day of the Test Period most recently ended as of such date (other than Indebtedness in respect of the LC Facility Agreement (A) so long as the Specified Tax Insurance Policy remains in effect, (B) solely to the extent that the coverage thereunder equals or exceeds the amount of such Indebtedness and (C) so long as no Specified Policy Trigger Event has occurred and is continuing (provided that in the case of any Specified Policy Trigger Event attributable to the default, downgrade or insolvency of a carrier that has not been replaced in accordance with the terms of the Specified Tax Insurance Policy, only the amount of the Indebtedness attributable to the portion of the Specified Tax Insurance Policy underwritten by such insurer shall constitute “Consolidated Indebtedness” for this purpose)), less (ii) Unrestricted Cash as of such date, to a maximum amount for such deduction of $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.], to (b) Consolidated EBITDA for such Test Period.

“ New Project ” means (a) each store, plant, facility, warehouse, branch, office or business unit which is either a new store, plant, facility, warehouse, branch, office or business unit or an expansion, relocation, remodeling, refurbishment or substantial modernization of an existing store, plant, facility, branch, office or business unit owned by a Loan Party which in fact commences operations and (b) each creation (in one or a series of related transactions) of a business unit, product line or information technology offering to the extent such business unit commences operations or such product line or information technology is offered or each expansion (in one or a series of related transactions) of business into a new market or through a new distribution method or channel.

“ Non-BA Lender ” means a Lender that: (a) is not a bank chartered under the Bank Act (Canada); or (b) has notified the Administrative Agent in writing that it is unwilling or unable to accept bankers’ acceptance drafts.

“ Non-Loan Party Subsidiary ” means any Subsidiary that is not a Loan Party.

“ Obligations ” means (a) in respect of the Borrower, all indebtedness, liabilities and other obligations of the Borrower to the Lenders or any of them arising hereunder and under any other Loan Document to which it is a party, and (b) in respect of any Guarantor, all

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indebtedness, liabilities and other obligations of such Guarantor under any Loan Document to which such Guarantor is a party, in each case, direct or indirect, matured or not.

“ Parent ” means Pet Valu Holdings Ltd., a corporation incorporated under the Business Corporations Act (British Columbia).

“ Parent Entities ” means, collectively, the Parent, Holdings and Intermediate Holdings.

“ Participant ” has the meaning ascribed thereto in Section 14.4.1.

“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“ Permitted Business Acquisition ” means any acquisition of all or substantially all the assets of, or the acquisition of the Equity Interests not previously held by a Loan Party in (such that, in the case of the acquisition of Equity Interests, immediately after such acquisition, the Loan Parties shall own a majority of the Equity Interests in), or merger, consolidation or amalgamation with, a Person or business unit, division or line of business of a person, if immediately after giving effect thereto: (a) no Event of Default shall have occurred and be continuing or would result therefrom; (b) any Person acquired in such acquisition shall be engaged in a Similar Business; (c) to the extent required by Section 7.2, the Administrative Agent will have a security interest over all the assets being acquired and, if such acquisition is an acquisition of Equity Interests in any Person, a valid and unlimited guarantee from and security interests over the assets of and Equity Interests in such Person (any such guarantees and security to be provided within 30 days of the closing of the Permitted Business Acquisition); (d) the target is and the target’s business is located in Canada or the United States; (e) the Borrower will be in compliance with the Financial Covenants after giving effect to such acquisition on a Pro Forma Basis; and (f) the target/target business must contribute positive EBITDA on a Pro Forma Basis or on a forecasted Pro Forma Basis within the first twelve (12) months of ownership; and (g) in the case of a Permitted Business Acquisition involving aggregate consideration in excess of $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] (or the Equivalent Amount in any other currency), the Lenders receive such due diligence information (including due diligence reports, quality of earnings reports, target financial statements and the purchase and sale agreement) as are available to the Borrower and reasonably requested by the Administrative Agent on behalf of the Lenders, and projections demonstrating compliance with clause (f) above.

“ Permitted Dispositions ” means:

(a) Dispositions in the ordinary course of business of inventory;
(b) Disposition in the ordinary course of business of obsolete, surplus or worn out Property and Property determined in good faith by the Borrower to be no longer useful in the business;
(c) Dispositions of any Property in connection with casualty events or Expropriation;
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(d) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, buy/sell arrangements between joint venture or similar parties set forth in the relevant joint venture arrangements and/or similar binding arrangements;
(e) Sale and Leaseback Transactions permitted by Section 9.3.12;
(f) the Disposition of Cash Equivalents in the ordinary course of business;
(g) Dispositions of Property (i) from a Loan Party to another Loan Party, (ii) from a Loan Party to a Non-Loan Party Subsidiary, (iii) from a Non-Loan Party Subsidiary to another Non-Loan Party Subsidiary or (iv) from a Non-Loan Party Subsidiary to a Loan Party; provided that any such Disposition pursuant to subclause (ii) will constitute an Investment in an amount equal to the fair market value of the Property so Disposed of and is a Permitted Investment;
(h) Dispositions in connection with refranchising transactions in the ordinary course of business or consistent with past practice or industry practices;
(i) Dispositions of defaulted receivables in the ordinary course of business and not as part of an accounts receivable financing transaction;
(j) leases, licenses or subleases or sublicenses of any real or personal property or Intellectual Property or assignments of the same in the ordinary course of business; provided, that any such license of Intellectual Property does not constitute a Disposition of any Intellectual Property that is material to the business of the Group Members, taken as a whole (whether owned as of the Closing Date or thereafter acquired) to a Non-Loan Party Subsidiary;
(k) Dispositions or abandonment of Intellectual Property determined by the Borrower in good faith to be no longer useful, necessary, otherwise not material in the operation of the business of the Group Members or no longer economical to maintain;
(l) to the extent constituting a Disposition, any termination, settlement or extinguishment of obligations in respect of any Hedging Arrangement;
(m) other Dispositions in an aggregate amount not to exceed $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] in any Fiscal Year; and
(n) any exchange of assets with parties other than Affiliates for services and/or other assets used or useful in a Similar Business of comparable or greater value, up to an aggregate value for all such exchanges of up to $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] in any Fiscal Year; provided, that to the extent the consideration received consists of assets, at least [REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]% of the consideration received by the transferor consists of assets or services that will be used in a business or business
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activity permitted hereunder; provided, further, that no Default or Event of Default exists or would result therefrom.

“ Permitted Holders ” means (a) the Sponsor and (b) each other Person that owns Equity Interests of the Parent prior to the closing of the IPO, as disclosed in Schedule 8.1.11.

“ Permitted Indebtedness ” means:

(a) Indebtedness under this Agreement and under the other Loan Documents;
(b) Indebtedness under the LC Facility Agreement, provided such Indebtedness is subject to the Intercreditor Agreement;
(c) Indebtedness in the form of term loans of the Loan Parties secured by Liens on the Collateral that are Junior Liens, so long as (i) immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, no Default or Event of Default exists and the Net Secured Leverage Ratio on a Pro Forma Basis is not greater than [REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.], (ii) such Indebtedness is subject to an intercreditor agreement in accordance with the definition of “Junior Liens” and (iii) all such Indebtedness incurred under this clause (c) and clause (d) below in excess of $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] in the aggregate has a maturity date that is at least 3 months after the Final Maturity Date;
(d) unsecured Indebtedness of the Loan Parties, so long as (i) immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, no Default or Event of Default exists, and the Net Total Leverage Ratio on a Pro Forma Basis is not greater than [REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] and (ii) all such Indebtedness incurred under this clause (d) and clause (c) above in excess of $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] in the aggregate has a maturity date that is at least 3 months after the Final Maturity Date;
(e) Indebtedness incurred by Non-Loan Party Subsidiaries in an aggregate outstanding principal amount for all such Non-Loan Party Subsidiaries not to exceed $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] at any time;
(f) Indebtedness of a Subsidiary acquired after the Closing Date or a person merged or consolidated with the Borrower or any Subsidiary after the Closing Date in connection with an acquisition (including a Permitted Business Acquisition or other similar Permitted Investment); provided that (i) the relevant Indebtedness was not incurred in contemplation of the proposed acquisition, and (ii) the aggregate of all such Indebtedness does not exceed $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] at any time;
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(g) Indebtedness incurred by, or guarantees in favour of, joint ventures, provided that the aggregate principal amount of all such Indebtedness does not exceed $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] at any time;
(h) Indebtedness in respect of Purchase Money Security Interests and Lease Obligations in the ordinary course of business provided that the aggregate outstanding principal amount of all such Indebtedness does not to exceed $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] at any time;
(i) Indebtedness owing by a Loan Party to another Loan Party;
(j) loans advanced to, and guarantees in favour of, Non-Loan Party Subsidiaries (i) by other Non-Loan Party Subsidiaries, or (ii) by Loan Parties, provided in the case of clause (ii) that the making of any such loans or granting of any such guarantee constitutes a Permitted Investment;
(k) Lease Obligations incurred by the Borrower or any Subsidiary Loan Party that are: (i) incurred in connection with any Sale and Leaseback Transaction otherwise permitted pursuant to Section 9.3.12; (ii) leases or subleases of real property; or (iii) Franchisee subleases;
(l) Indebtedness of the Parent or any Subsidiary in respect of Hedging Arrangements permitted by Section 9.3.8;
(m) Indebtedness (other than intercompany Indebtedness) existing on the Closing Date and, if in excess of $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.], disclosed on Schedule 8.1.20;
(n) Indebtedness owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the benefit of) any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Parent or any Subsidiary, pursuant to reimbursement or indemnification obligations to such person, in each case in the ordinary course of business or consistent with past practice or industry practices;
(o) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations, in each case provided in the ordinary course of business or consistent with past practice or industry practices, including those incurred to secure health, safety and environmental obligations in the ordinary course of business or consistent with past practice or industry practices;
(p) Indebtedness arising from the honouring by a bank or other financial institution of a cheque, draft or similar instrument drawn against insufficient funds in the
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ordinary course of business or other cash management services, in each case incurred in the ordinary course of business;

(q) guarantees of any Indebtedness of a Loan Party permitted to be incurred by it under this Agreement; provided, that guarantees of any Indebtedness of a Person that is subordinated to the Obligations shall be expressly subordinated to the Obligations to at least the same extent as such underlying Indebtedness is subordinated;
(r) Indebtedness arising from agreements of the Parent or any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations (including earn-outs, which shall include, for the avoidance of doubt and to the extent constituting Indebtedness, any earn-outs incurred or assumed in connection with any Permitted Business Acquisition, other Permitted Investments or the Disposition of any business, assets or a Subsidiary not prohibited by this Agreement);
(s) Indebtedness in respect of letters of credit, bank guarantees, warehouse receipts or similar instruments issued to support performance obligations and trade-related letters of credit (other than obligations in respect of other Indebtedness) in the ordinary course of business or consistent with past practice or industry practices;
(t) Indebtedness issued by any Group Member to current or former officers, directors and employees or any Group Member, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Parent permitted by Section 9.3.5;
(u) Indebtedness consisting of obligations under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Business Acquisitions or any other Permitted Investment;
(v) other Indebtedness of the Loan Parties in an aggregate principal amount outstanding at any time for all Loan Parties not in excess of $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] at any time;
(w) Indebtedness representing deferred compensation to employees, consultants or independent contractors of the Borrower or any Subsidiary (or, to the extent such work is done for the Borrower or the Subsidiaries, any direct or indirect parent thereof) incurred in the ordinary course of business;
(x) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-orpay obligations contained in supply arrangements, in each case, in the ordinary course of business;
(y) all premium (if any, including tender premiums) expenses, defeasance costs, interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (x) above; and
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(z) Permitted Refinancing Indebtedness in respect of clauses (b), (c), (d), (f), (i), (k), (m) and (v) above.

“ Permitted Investments ” means:

(a) Investments made from the portion of the Cumulative Credit that the Borrower elects to apply to this clause (a) on or before the date of such Investment;
(b) Investments by any Loan Party in another Loan Party;
(c) Investments by any Non-Loan Party Subsidiary in any Loan Party or another NonLoan Party Subsidiary;
(d) Investments in Cash Equivalents and Investments that were Cash Equivalents when made;
(e) Investments by any Loan Party in joint ventures in an aggregate outstanding amount at any time not to exceed $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] for all Loan Parties plus the amount of any returns on such Investments;
(f) Investments by any Loan Party in Non-Loan Party Subsidiaries in an aggregate outstanding amount at any time not to exceed $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] for all Loan Parties plus the amount of any returns on such Investments;
(g) Repurchases of stores by any Loan Party from Franchisees in the ordinary course;
(h) Permitted Business Acquisitions by any Loan Party;
(i) Loans and advances by any Loan Party to employees, directors, officers and consultants (i) in the ordinary course of business in an aggregate outstanding amount not to exceed $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] at any time, (ii) in respect of payroll payments and expenses in the ordinary course of business and (iii) in connection with such Person’s purchase of Equity Interests of the Parent;
(j) accounts receivable, security deposits and prepayments arising and trade credit granted in the ordinary course of business and any assets or securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and any prepayments and other credits to suppliers made in the ordinary course of business;
(k) Investments existing on, or contractually committed as of, the Closing Date and, to the extent such Investment is in an amount in excess of $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.], set forth on Schedule 8.1.11 and any extensions, renewals, replacements or reinvestments thereof, so long as the aggregate amount of all Investments pursuant
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to this clause (k) is not increased at any time above the amount of such Investment existing or committed on the Closing Date (other than pursuant to an increase as required by the terms of any such Investment as in existence on the Closing Date or otherwise as a Permitted Investment);

(l) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with or judgments against, customers and suppliers, in each case in the ordinary course of business or Investments acquired by a Group Member as a result of a foreclosure by a Group Member with respect to any secured Investments or other transfer of title with respect to any secured Investment in default;
(m) Investments of a Subsidiary acquired after the Closing Date or of a Person merged into or amalgamated or consolidated with the Group Member after the Closing Date, in each case, (i) to the extent such acquisition, merger, amalgamation or consolidation is otherwise permitted by this Agreement; and (ii) to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;
(n) Investments arising out of the receipt of non-cash consideration for any Permitted Disposition;
(o) other Investments, provided that (i) the consideration for such Investment and all other Investments made pursuant to this clause (o) shall not exceed $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] in the aggregate at any time plus the amount of any returns on such Investments, and (ii) the consideration for all Investments made pursuant to this clause (o) while any Event of Default exists shall not exceed $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] in the aggregate;
(p) additional Investments, provided that, (i) immediately after giving effect to such Investment, the Net Total Leverage Ratio on a Pro Forma Basis would not exceed [REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] and (ii) no Event of Default exist at the time thereof or would arise as a result of the proposed Investment;
(q)
Hedging Arrangements permitted by Section 9.3.8;
(r) Investments resulting from pledges and deposits made pursuant to clauses (k), (q), (w), or (aa) of the definition of Permitted Liens;
(s) Contingent Obligations constituting Permitted Indebtedness pursuant to clause (v) of the definition thereof; and
(t) Investments by the Borrower and the Subsidiaries of Parent if the Borrower or any other Subsidiary of Parent would otherwise be permitted to make a Restricted
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Payment in such amount pursuant to clause (h) of the definition thereof (provided, that the amount of any such Investment shall also be deemed to be a Permitted Restricted Payment under clause (h) thereunder for all purposes of this Agreement).

“ Permitted Liens ” means:

(a) the Security;
(b) Liens that secure the LC Facility Agreement, provided that such Liens are subject to the Intercreditor Agreement;
(c) Junior Liens securing Indebtedness permitted pursuant to clause (c) of the definition of Permitted Indebtedness, provided that such Junior Liens are subject to an intercreditor agreement on terms satisfactory to the Lenders;
(d) Liens on securities subject to a repurchase agreement, provided such repurchase agreement constitutes a Cash Equivalent pursuant to clause (c) of the definition thereof;
(e) Purchase Money Security Interests and Liens securing Lease Obligations; provided that such Liens (i) secure Indebtedness permitted pursuant to clause (h) of the definition of Permitted Indebtedness, and (ii) extend only to the Property clearly and individually identified as acquired, leased, constructed, replaced, repaired or improved with such Indebtedness (including accessions and additions, proceeds and customary security deposits of such Property) and no recourse is available to any other Property of any Group Member;
(f) Liens on assets acquired in connection with a Permitted Business Acquisition or other similar Permitted Investment; provided that (i) the Indebtedness secured by such assets is permitted pursuant to clause (f) of the definition of Permitted Indebtedness, (ii) the relevant Liens do not extend to any other Property of the acquiring Loan Party thereof and (iii) the relevant Liens were not incurred in contemplation of the proposed acquisition or Investment;
(g) Liens arising out of Sale and Leaseback Transactions or other Lease Obligations pursuant to clause (k) of the definition of Permitted Indebtedness; provided such Liens only attach to the Property that is the subject of such Sale and Leaseback Transactions or other Lease Obligations;
(h) Liens for Taxes, assessments, governmental charges or levies which are not yet due by more than 30 days or the validity of which are subject to a Good Faith Contest;
(i) any carrier’s, warehousemen’s, construction lien, workers’ lien, materialmens’ lien, mechanics’ lien, salvager’s lien, supplier’s lien, repairer’s lien (including liens arising under the Repair & Storage Liens Act (Ontario)) or other like liens created by Applicable Law (in contrast to such liens voluntarily granted), arising in connection with or incidental to construction or maintenance in the ordinary course
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of business, in respect of obligations which are not yet due by more than 30 days or the validity of which are subject to a Good Faith Contest;

(j) Liens made or incurred in the ordinary course of business to secure the performance of bids, tenders, contracts (other than contracts for the borrowing of money), leases, statutory obligations, surety and appeal bonds, performance and return of money bonds and other obligations of a like nature (including letters of credit in lieu of any such bonds or to support the issuance thereof);
(k) security given in the ordinary course of business to a public utility or any municipality or Governmental Authority when required by such utility or Governmental Authority in connection with the operation of the business or the ownership of the Property of such Person;
(l) the rights reserved to or vested in Governmental Authorities by any statutory provision or by the terms of any lease, licence, franchise, grant or permit which affect any land, to terminate any such lease, licence, franchise, grant or permit or to require annual or other payments as a condition of the continuance thereof;
(m) servitudes, easements, rights-of-way, restrictive agreements and other similar encumbrances on or interests in real property imposed by Applicable Law or incurred in the ordinary course of business and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor defects, imperfections or irregularities in title thereto which, in the aggregate, are not material, and which do not in any case (i) materially detract from the value of the property subject thereto or (ii) materially interfere with the ordinary conduct of the business of such Person;
(n) Liens in favour of a financial depositary institution arising (i) as a matter of Applicable Law or (ii) to the extent that no funds are subject to a present and enforceable claim thereunder, under account establishment or maintenance agreements entered into the ordinary course of business, in each case, encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;
(o) Liens created by a judgment of a court of competent jurisdiction, as long as such judgment does not result in an Event of Default;
(p) liens, encumbrances or other restrictions in site plan control agreements, development agreements, facilities sharing agreements or other similar agreements which do not materially interfere with the use of the real property subject thereto for the purposes for which it is used by the applicable Loan Party;
(q) pledges or deposits (or Liens on segregated deposits established for such purposes) in the ordinary course of business in connection with workers’ compensation laws, unemployment insurance laws, and other social security or social insurance laws or other similar obligations;
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(r) conditions, limitations or reservations set out in any grant from any Governmental Authority;
(s) Liens which constitute distraint rights in favour of landlords in respect of any leased or subleased premises by a Loan Party provided that such Liens are limited to the Property located at such premises;
(t) Liens disclosed by the title insurance policies delivered on or subsequent to the Closing Date and pursuant to Article 7 and any replacement, extension or renewal of any such Lien; provided, that such replacement, extension or renewal Lien shall not cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal; provided, further, that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted by this Agreement;
(u) leases or subleases, licenses or sublicenses (including Franchisee subleases and licenses of Intellectual Property) granted to others in the ordinary course of business not adversely interfering in any material respect with the business of the Group Members taken as a whole and not constituting a Disposition of material Intellectual Property to a Non-Loan Party Subsidiary;
(v) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(w) Liens solely on any cash earnest money deposits made by any Group Member in connection with any letter of intent or purchase agreement in respect of any Permitted Investment;
(x) Liens arising from precautionary PPSA financing statements (or equivalent) regarding operating leases or other obligations not constituting Indebtedness;
(y) in the case of real property that constitutes a leasehold interest, any Lien to which the fee simple interest (or any superior leasehold interest) is subject;
(z) Liens arising out of conditional sale, title retention or similar arrangements for the sale or purchase of goods by any Group Member in the ordinary course of business;
(aa) pledges and deposits securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to any Group Member;
(bb) Liens with respect to property or assets of any Subsidiary that is not a Loan Party securing obligations of such Subsidiary permitted under clause (e) of the definition of Permitted Indebtedness;
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(cc) Liens with respect to property or assets of the applicable joint venture or the Equity Interests of such joint venture securing Indebtedness permitted under clause (g) of the definition of Permitted Indebtedness;
(dd) Liens on any amounts held by a trustee or agent under any indenture or other debt agreement issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture or other debt agreement pursuant to customary discharge, redemption or defeasance provisions, where the entering into of such Indebtedness, or discharge, redemption or obligation thereof, as applicable, are permitted by this Agreement;
(ee) Liens securing insurance premiums financing arrangements; provided, that such Liens are limited to the applicable unearned insurance premiums;
(ff) any Lien in existence as of the Closing Date and, if securing obligations in excess of $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.], disclosed on Schedule 8.1.13;
(gg) other Liens consented to in writing by the Required Lenders from time to time;
(hh) other Liens that secure other Permitted Indebtedness, or other obligations not constituting Indebtedness; provided that the aggregate amount of Indebtedness and other obligations secured pursuant to this clause (hh) does not, in the aggregate at any time, exceed $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]; and
(ii) Liens securing Permitted Refinancing Indebtedness in respect of any Indebtedness secured by a Lien permitted by clauses (c) to (hh) above (but without reloading any basket contained therein) in accordance with the definition thereof; provided, however, that (y) with respect to any Liens on the Collateral being incurred under this clause (ii), if Liens on the Collateral securing the Indebtedness being Refinanced (if any) were Junior Liens, then such Liens on such Collateral being incurred under this clause (ii) shall also be Junior Liens and (z) such new Lien shall be limited to all or part of the same type of Property that secured the original Lien (plus improvements on and accessions to such Property and proceeds thereof, customary security deposits and any other assets pursuant to after-acquired property clauses to the extent such assets secured (or would have secured) the Indebtedness being Refinanced).

“ Permitted Refinancing Indebtedness ” means any Indebtedness issued in exchange for, or the Net Proceeds of which are used to extend, refinance, renew, replace, defease or refund (collectively, to “ Refinance ”), the Indebtedness being Refinanced (or previous refinancings thereof constituting Permitted Refinancing Indebtedness); provided, that:

(a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so Refinanced (plus unpaid accrued interest and
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premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions, expenses, plus an amount equal to any existing commitment unutilized thereunder and letters of credit undrawn thereunder);

(b) (i) the final maturity date of such Permitted Refinancing Indebtedness is on or after the earlier of (x) the final maturity date of the Indebtedness being Refinanced and (y) the date that is six (6) months after the Final Maturity Date and (ii) the Weighted Average Life to Maturity of such Permitted Refinancing Indebtedness is greater than or equal to the Weighted Average Life to Maturity of the Indebtedness being Refinanced;
(c) if the Indebtedness being Refinanced is subordinated in right of payment to the Obligations under this Agreement, such Permitted Refinancing Indebtedness shall be subordinated in right of payment to such Obligations on terms in the aggregate not materially less favorable to the Lenders as those contained in the documentation governing the Indebtedness being Refinanced;
(d) no Permitted Refinancing Indebtedness shall have obligors that are not (or would not have been) obligated with respect to the Indebtedness being so Refinanced (except that a Loan Party may be added as an additional obligor);
(e) if the Indebtedness being Refinanced is secured by Liens on any Collateral (whether senior to, equally and ratably with, or junior to the Liens on such Collateral securing the Obligations or otherwise), such Permitted Refinancing Indebtedness may be secured by such Collateral (including any Collateral pursuant to after-acquired property clauses to the extent any such Collateral secured (or would have secured) the Indebtedness being Refinanced), on terms in the aggregate that are substantially similar to, or not materially less favorable (as determined by the Borrower in good faith) to the Secured Parties than, the Indebtedness being refinanced; and
(f) if the Indebtedness being refinanced is not secured by Liens on any Collateral, such Permitted Refinancing Indebtedness shall not be secured by Liens on any Collateral.

“ Permitted Restricted Debt Payments ” means:

(a) payments of regularly-scheduled interest and fees due thereunder, other nonprincipal payments due thereunder, any scheduled amortization payments of principal thereunder and, so long as no Event of Default has occurred and is continuing, principal on the scheduled maturity date of any Junior Financing (or within three (3) months thereof);
(b) Refinancings thereof with any Indebtedness permitted to be incurred pursuant to the definition of Permitted Indebtedness (and, to the extent such Indebtedness being refinanced is secured by Junior Liens, such refinancing Indebtedness shall be unsecured or secured on a junior lien basis);
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(c) the conversion of any Junior Financing to Equity Interests of the Parent;
(d) so long as no Default or Event of Default has occurred and is continuing, Restricted Debt Payments prior to any scheduled amortization payment date or maturity, in an aggregate amount not to exceed the portion of the Cumulative Credit that the Borrower elects to apply to this clause (d) on or before the date of such payment; and
(e) any other amounts expressly permitted to be paid pursuant to any subordination or intercreditor agreement entered into in connection therewith between the applicable lender or lenders and the Administrative Agent.
“ Permitted Restricted Payments ” means, with respect to the Parent and its Subsidiaries:
(a) Restricted Payments by a Loan Party to another Loan Party,
(b) Restricted Payments by any Non-Loan Party Subsidiary to a Loan Party or to another Non-Loan Party Subsidiary,
(c) Restricted Payments made from the portion of the Cumulative Credit that the Borrower elects to apply to this clause (c) on or before the date of payment thereof;
(d) Restricted Payments by Parent to fund the repurchase or redemption of Equity Interests of the Parent: (i) held by future, current or former directors, officers, employees, members of management and consultants and/or their respective estates, heirs, family members, spouses, domestic partners, former spouses or former domestic partners upon such Person’s death, disability, retirement or termination of employment, provided that the aggregate amount of all such repurchases or redemptions pursuant to this subclause (i) shall not exceed $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] per Fiscal Year; or (ii) pursuant to any employee compensation plan then in effect, and which payments have been approved by the Parent’s board of directors; provided, that the cancellation of Indebtedness owing to the Parent or any Group Member from officers, directors and members of management of the Parent or the Subsidiaries in full or partial satisfaction of the repurchase of Equity Interests of the Parent will not be deemed to constitute a Restricted Payment;
(e) the payment of regular public company dividends by Parent in accordance with its dividend policy, in an amount not to exceed $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] per year;
(f) non-cash repurchases of Equity Interests of the Parent deemed to occur upon exercise of stock options if such Equity Interests represent a portion of the exercise price of such options;
(g) payments by the Parent in cash, in lieu of the issuance of fractional shares, upon the exercise of warrants or upon the conversion or exchange of Equity Interests of the Parent;
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(h) other Restricted Payments in an aggregate amount not to exceed $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] over the term of the Credit Facilities;
(i) additional Restricted Payments, provided that, after giving effect to such Restricted Payments, the Net Total Leverage Ratio would not exceed [REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] on a Pro Forma Basis; and
(j) Restricted Payments in the form of management, consulting or similar fees or any bonus payments or comparable payments in an aggregate amount of up to $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] per Fiscal Year so long as the provisions of Section 9.3.9 are satisfied.

Notwithstanding anything herein to the contrary the requirements of the foregoing clauses of “Permitted Restricted Payments” will not prohibit the making of any Permitted Restricted Payment or the consummation of any redemption, purchase, defeasance or other payment pursuant to clause (e) above within sixty (60) days after the date of declaration thereof or the giving of notice, as applicable, if at the date of declaration or the giving of such notice such payment would have been a “Permitted Restricted Payment”.

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

“ Pricing Date ” means, for any Fiscal Quarter ending after the Closing Date, the third Business Day after the date on which the Administrative Agent receives the relevant Compliance Certificate calculating the Net Total Leverage Ratio.

“ Prime Rate ” on any day means the fluctuating rate per annum that is the greater of:

(a) the interest rate announced or established by the Administrative Agent on such day as its prime rate, being a reference rate for commercial loans in Canadian dollars made in Canada; and
(b) the CDOR Rate for one (1) month bankers’ acceptances determined on such day, plus 1.00% per annum,

adjusted automatically with each quoted, published or displayed change in such rate, all without necessity of any notice to the Borrower or any other Person, provided that, if the rate determined above shall ever be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Any change in the Prime Rate due to the change in “prime rate” or the CDOR Rate shall be effective on the effective date of such announcement or such change in the CDOR Rate, as applicable.

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“ Prime Rate Loan ” means, at any time, any Loan which is outstanding at such time and in respect of which interest is to be calculated based on the Prime Rate, and “ Prime Rate Loans ” means, at any time, all such Loans at such time.

“ Pro Forma Basis ” means, as to any Person, for any events as described below that occur subsequent to the commencement of a period for which the financial effect of such events is being calculated, and giving effect to the events for which such calculation is being made, such calculation as will give pro forma effect to such events as if such events occurred on the first day of the period of four consecutive Fiscal Quarters of the Parent then most recently ended (taken as one accounting period) for which financial statements have been delivered ended on or before the occurrence of such event (the “ Reference Period ”):

(a) pro forma effect shall be given to any Disposition of any Subsidiary or of any assets constituting a business as a going concern, any Permitted Business Acquisition or any similar Permitted Investment, including by merger, amalgamation or consolidation (or any similar transaction or transactions not otherwise permitted under this Agreement that require a waiver or consent of the Required Lenders and such waiver or consent has been obtained) (the foregoing, together with any transactions related thereto or in connection therewith, the “ pro forma transactions ”), in each case that occurred during the Reference Period (or, in the case of determinations made pursuant to a covenant in Section 9.3 to ascertain whether a pro forma transaction complies with the applicable negative covenant, occurring during the Reference Period or thereafter and through and including the date upon which such pro forma transaction is consummated); and
(b) in making any determination on a Pro Forma Basis (i) all Indebtedness (including Indebtedness issued, incurred or assumed as a result of, or to finance, any pro forma transactions and for which the financial effect is being calculated, whether incurred hereunder or otherwise, but excluding normal fluctuations in revolving Indebtedness incurred for working capital purposes, in each case not to finance any acquisition) issued, incurred, assumed or permanently repaid during the Reference Period (or, in the case of determinations made pursuant to a covenant in Section 9.3 to ascertain whether a pro forma transaction complies with the applicable negative covenant, occurring during the Reference Period or thereafter and through and including the date upon which such pro forma transaction is consummated) shall be deemed to have been issued, incurred, assumed or permanently repaid at the beginning of such period, and (ii) Consolidated Interest Expense of such Person attributable to interest on any Indebtedness, for which pro forma effect is being given as provided in the preceding clause (i), bearing floating interest rates shall be computed on a pro forma basis as if the rates that would have been in effect during the period for which pro forma effect is being given had been actually in effect during such periods.

Pro forma calculations made pursuant to this definition shall be determined in good faith by a Responsible Officer of the Borrower and may reflect any adjustments expressly provided for (and subject to the limitations set out) in the definition of Consolidated EBITDA applicable to such pro forma transaction.

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“ 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 or ownership interest in any other Person (but, for greater certainty, excluding assets leased by it other than its interest as lessee therein).

“ Purchase Money Security Interest ” means a Lien created or assumed by a Loan Party securing Indebtedness incurred to finance (or refinance) the acquisition price (including any installation costs or costs of construction) of Property, provided that (a) such Lien is created (or in the case of a refinancing was originally created) within one hundred twenty (120) days of the acquisition of such Property, (b) such Lien does not at any time encumber any Property other than the Property financed or refinanced (to the extent the principal amount is not increased) by such Indebtedness and (c) the principal amount of Indebtedness secured by any such Lien at no time exceeds 100% of the original purchase price of such Property at the time it was acquired.

“ Qualified Equity Interests ” means any Equity Interests other than Disqualified Stock.

“ Rateable Portion ” means, in respect of each Lender at any time, the proportion that (a) its Revolving Facility Commitment at such time bears to the Aggregate Revolving Facility Commitment at such time, (b) its Term Facility Commitment at such time bears to the Aggregate Term Facility Commitment at such time, or (c) its Commitment at such time bears to the Aggregate Commitment at such time, as the context requires, and each of “ rateable ” and “ rateably ” shall have a corresponding meaning.

“ Recipient ” has the meaning ascribed thereto in the definition of “Excluded Taxes”.

“ Refinancing ” has the meaning assigned to such term in the definition of “Permitted Refinancing Indebtedness,” and “ Refinanced ” and “ Refinancings ” have correlative meanings.

“ Regulation T ” means Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“ Regulation U ” means Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“ Regulation X ” means Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“ Release ” includes discharge, dispose, spray, inject, inoculate, abandon, deposit, spill, leak, seep, migrate, pour, emit, empty, throw, dump, place and exhaust, and when used as a noun has a similar meaning.

“ Relevant Jurisdictions ” has the meaning ascribed thereto in Section 8.1.12.

“ Remedial Work ” means any investigation, site monitoring, containment, cleanup, removal, restoration, precautionary actions or other remedial work of any kind or nature with respect to the actual or threatened Release of any Hazardous Substances.

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“ Repayment Notice ” means a notice substantially in the form of Schedule D.

“ Replacement Lender ” has the meaning ascribed thereto in Section 14.6.1(d)(i).

“ Reportable Event ” means any reportable event as defined in Section 4043(c) of ERISA or the regulations issued thereunder, with respect to a U.S. Plan (other than a U.S. Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code).

“ Required Lenders ” means, at any time, (a) Lenders whose Commitments under the Credit Facilities (or a particular Credit Facility, as the context requires) at such time, taken together, are more than 50% of the Aggregate Commitment (or, as applicable the Aggregate Revolving Facility Commitment or the Aggregate Term Facility Commitment) at such time, or (b) if at such time the Commitments of the Lenders have been cancelled, Lenders which have Loans representing more than 50% of the aggregate amount of Loans outstanding (or Loans outstanding under a particular Credit Facility, as the context requires).

“ Required Percentage ” means, with respect to any Excess Cash Flow Period, [REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]%; provided that (a) if the Net Total Leverage Ratio as at the end of any Excess Cash Flow Period is less than or equal to [REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] but greater than [REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.], such percentage shall be [REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]% and (b) if the Net Total Leverage Ratio as at the end of any Excess Cash Flow is less than or equal to [REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.], such percentage shall be [REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]%.

“ Responsible Officer ” of any Person means any director, executive officer or Financial Officer of such Person and any other officer or similar official thereof responsible for the administration of the obligations of such Person in respect of this Agreement, or any other duly authorized employee or signatory of such Person.

“ Restricted Debt Payment ” means any direct or indirect payment or other distribution (whether in cash, securities or other Property) of, or in respect of, principal of or interest on any Junior Financing or any payment or other distribution (whether in cash, securities or other Property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination in respect of any Junior Financing.

“ Restricted Payments ” means, with respect to any Person:

(a) the retirement, redemption, retraction, purchase or other acquisition by such Person of any Equity Interests of such Person;
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(b) the declaration or payment of any dividend, return of capital or other distribution (in cash, securities or other Property, or otherwise) of, on or in respect of, any Equity Interests of such Person;
(c) any other payment or distribution (in cash, securities or other Property, or otherwise) by such Person of, on or in respect of, its Equity Interests; or
(d) any management, consulting or similar fee or any bonus payment or comparable payment, or by way of gift or gratuity, to the Sponsor or to any Affiliate of such Person or to any director or officer thereof, excluding, for greater certainty, employment compensation in the ordinary course of business.

“ Revolving Facility ” has the meaning ascribed thereto in Section 2.1.1.

“ Revolving Facility Commitment ” means, with respect to each Revolving Lender at any time, the amount set forth opposite the name of such Revolving Lender in Schedule A (as such Schedule may be updated from time to time) under the column “Revolving Facility Commitment”, in each case, subject to such Revolving Lender’s Rateable Portion of all increases and reductions effected from time to time pursuant to Sections 2.5.2, 2.9, 12.3 or 14.6.

“ Revolving Lender ” means a Lender that has a Revolving Facility Commitment or Loans outstanding under the Revolving Facility or both.

“ Rollover ” means, in respect of (a) a Bankers’ Acceptance Loan or BA Equivalent Loan, the continuation of such Loan or any portion thereof for a succeeding BA Period, or (b) a LIBOR Loan, the continuation of such Loan or any portion thereof for a succeeding Interest Period, in each case, in accordance with the provisions hereof.

“ Rollover Date ” means, in respect of a Bankers’ Acceptance Loan, a BA Equivalent Loan or a LIBOR Loan, a Business Day on which a Rollover of all or a portion thereof is made.

“ S&P ” means Standard & Poor’s Rating Services, a division of McGraw-Hill Companies, Inc.

“ Sale and Leaseback Transaction ” means any arrangement, directly or indirectly, with any Person whereby the Parent or any Subsidiary shall sell or transfer any Property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter, as part of such transaction, rent or lease such Property or other Property that it intends to use substantially for the same purpose as the Property being sold or transferred.

“ Sanctioned Person ” means any Person, vessel, group, government, country or other whose name is included on a list issued in connection with Sanctions Regulations, including any Person on the list of Specially Designated Nationals published by the Office of Foreign Assets Control at its official website or any replacement website or other replacement official publication of such list.

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“ Sanctions Regulations ” means any sanction laws and regulations issued or imposed by Canada, the United States of America, the European Union, the United Nations or any other applicable country or association of countries, including regulations and executive orders issued by the Office of Foreign Assets Control or the U.S. State Department.

“ Secured Obligations ” means, collectively, the Obligations, the Hedging Obligations and the Cash Management Obligations, or any part thereof, as the context requires.

“ Secured Parties ” means, collectively, the Administrative Agent, the Lenders and with respect to any Hedging Arrangement, any Affiliate of a Lender party to such Hedging Arrangement, together with any Persons owed Hedging Obligations or Cash Management Obligations who previously were Lenders or Affiliates thereof (to the extent provided for in Section 7.5).

“ Securities Laws ” means, collectively, all applicable securities legislation in each of the provinces and territories of Canada and the respective regulations made thereunder, together with applicable instruments, rules, policies, policy statements, notices, blanket rulings, decisions and orders, prescribed forms, published fee schedules, and other regulatory instruments issued or adopted by the securities commissions or other securities regulatory authorities in each of the provinces and territories of Canada.

“ Security ” means the Liens created by the Security Documents.

“ Security Documents ” means, collectively, the agreements described in Section 7.1 and any other documents or agreements delivered hereunder, including, without limitation, pursuant to Section 7.2, that create either a guarantee of the Secured Obligations or Liens in favour of the Administrative Agent (for and on behalf of the Secured Parties) as security for the Secured Obligations.

“ Similar Business ” means any business, the majority of whose revenues are derived from (a) business or activities conducted by the Parent and its Subsidiaries on the Closing Date, (b) any business that is a natural outgrowth or reasonable extension, development or expansion of any such business or any business similar, reasonably related, incidental, complementary or ancillary to any of the foregoing or (c) any business that in the Borrower’s good faith business judgment constitutes a reasonable diversification of businesses conducted by the Parent and its Subsidiaries.

“ Specified Collateral ” means (a) (i) the Specified Tax Insurance Policy, (ii) any and all proceeds, substitutions and replacements thereof (including without limitation any and all indemnity payments in respect of any Loss (as defined therein) insured thereunder) and (iii) any and all other rights thereto and interests therein held at any time by any Loan Party or by the LC Facility Agent (including without limitation any and all rights to be named as sole loss payee thereunder) and (b) collateral consisting of cash and Cash Equivalents deposited with and/or pledged to the LC Facility Agent to secure solely obligations consisting of reimbursement obligations in respect of letters of credit issued thereunder or otherwise held by the LC Facility Agent as cash collateral thereunder, but solely to the extent the source of such cash collateral is payment under the Specified Tax Insurance

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Policy or the pledging of such cash collateral is otherwise expressly permitted under the Intercreditor Agreement, and, in each case under this clause (b), any and all proceeds, substitutions and replacements thereof.

“ Specified Credit Event Conditions ” mean that (a) none of the Loan Parties shall have failed to be in compliance in all material respect with the terms and conditions and their respective obligations under the Specified Tax Insurance Policy, and (b) the Specified Tax Insurance Policy shall not have been amended or otherwise modified, except in accordance with the Agreement.

“ Specified Policy Trigger Event ” shall have the meaning ascribed to such term in Exhibit A to the LC Facility Commitment Letter as in effect on the date of this Agreement.

“ Specified Tax Insurance Carriers ” shall have the meaning ascribed to such term in Exhibit A to the LC Facility Commitment Letter as in effect on the date of this Agreement.

“ Specified Tax Insurance Policy ” shall have the meaning ascribed to such term in Exhibit A to the LC Facility Commitment Letter as in effect on the date of this Agreement.

“ Specified Tax Insurance Proceeds ” means an amount equal to any cash payments or proceeds (including cash equivalents) received by the Loan Parties or by the LC Facility Agent, as sole loss payee, from the Specified Tax Insurance Policy.

“ Sponsor ” means Roark Capital Management, LLC and its Affiliates, including its existing and future funds and any related managers thereof and each of its and their successors and assigns (but not any portfolio companies thereof).

“ Standby Fee ” means, for any day, the fee in basis points per annum referred to under the column “Standby Fee” in Schedule B corresponding to the Net Total Leverage Ratio on such day.

“ Subsidiary ” means, at any time, as to any Person, any other Person, if at such time (a) the first mentioned Person owns, directly or indirectly, securities or other ownership interests in such other Person, having ordinary voting power to elect a majority of the board of directors or Persons performing similar functions for such other Person, or (b) in the case of any general partnership or trust, the first mentioned Person owns directly or indirectly more than a 50% interest in the profits or capital of such other Person, or (c) in the case of a limited partnership, the first mentioned Person owns, directly or indirectly, securities or other ownership interests in the Person which is the general partner of such other Person, having ordinary voting power to elect a majority of the board of directors or Persons performing similar functions for such general partner, and shall include any other Person in like relationship to a Subsidiary of such first mentioned Person.

“ Subsidiary Loan Party ” means each Subsidiary of the Borrower that is a Guarantor at the Closing Date or becomes a Guarantor thereafter in accordance with Section 7.2.1. As of the Closing Date, “Subsidiary Loan Parties” includes Pet Valu Franchising Inc., Pet Retail Brands North America Holdings ULC and PRB Management Services Inc.

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“ Swingline Lender ” means Royal Bank of Canada, or any successor in such capacity.

“ Swingline Loan ” means, at any time, any Prime Rate Loan or USBR Loan funded by the Swingline Lender, in such capacity, until such Loan is repaid by the Borrower or settled among the Revolving Lenders pursuant to Section 2.8.5.

“ Swingline Sublimit ” means $10,000,000.

“ Tax Act ” means the Income Tax Act (Canada) as in effect from time to time.

“ Tax Authority ” means CRA or a provincial taxing authority (and any successor thereto) and any relevant court of competent jurisdiction.

“ Taxes ” means all taxes of any kind or nature whatsoever including, without limitation, income taxes, sales or value-added taxes, levies in the nature of taxes, stamp taxes, duties, and all deductions and withholdings imposed, levied, collected, withheld or assessed as of the date hereof or at any time in the future, by any Governmental Authority of or within Canada or any other jurisdiction whatsoever having power to tax.

“ Term Facility ” has the meaning ascribed thereto in Section 2.2.1.

“ Term Facility Commitment ” means, with respect to each Term Lender at any time, the amount set forth opposite the name of such Term Lender in Schedule A (as such Schedule may be updated from time to time) under the column “Term Facility Commitment”, in each case, subject to such Term Lender’s Rateable Portion of all increases and reductions effected from time to time pursuant to Section 2.5.1, 2.6, 2.7, 2.9, 12.3 or 14.6.

“ Term Lender ” means a Lender that has a Term Facility Commitment or Loans outstanding under the Term Facility or both.

“ Test Period ” means, as at any date of determination, the period of four consecutive Fiscal Quarters then most recently ended (taken as one accounting period) for which financial statements have been (or were required to be) delivered pursuant to Section 9.1 or, if earlier, are internally available; provided that prior to the first date financial statements have been delivered pursuant to Section 9.1, the Test Period in effect shall be the four Fiscal Quarter period ended on the first Fiscal Quarter end after the Closing Date.

“ Third Party Funds ” means, any segregated accounts or funds, or any portion thereof, received by any Group Member as agent on behalf of third parties in accordance with a written agreement that imposes a duty upon one or more Group Members to collect and remit those funds to such third parties.

“ Transactions ” means, collectively, (a) the execution, delivery and performance of this Agreement and the Loan Documents and the extensions of credit thereunder on the Closing Date, (b) the IPO, (c) the U.S. Subsidiary Transactions, (d) any transaction related to the foregoing and (e) the payment of all fees and expenses to be paid and owing in connection with the foregoing.

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“ U.S. Plan ” means any employee pension benefit plan (other than a Multiemployer Plan) that is (a) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, (b) sponsored or maintained (at the time of determination or at any time within the five years prior thereto) by the Parent, any of the Parent’s Subsidiaries or any ERISA Affiliate, and (c) in respect of which the Parent, any of the Parent’s Subsidiaries or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA, or has any liability (contingent or otherwise).

“ Uniform Commercial Code ” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction in the United States of America, to the extent it may be required to apply to any item or items of Collateral.

“ Unrestricted Cash ” means, at any time, the amount of cash or Cash Equivalents of the Loan Parties at such time that is (a) available for use by the Loan Parties at such time without restriction of any kind, (b) subject to the Liens of the Security Documents but is not subject to any other Liens thereon (other than Liens permitted pursuant to clause (h) of the definition of “Permitted Liens”), and (c) from and after the date that is one hundred twenty (120) days following the Closing Date (or such later date to which the Administrative Agent may have agreed pursuant to Section 9.2.12), held with one of the Lenders.

“ U.S. Bankruptcy Code ” means Title 11 of the United States Code, as amended, or any similar United States federal or state law for the relief of debtors.

“ U.S. Base Rate ” on any day means the greater of (a) the rate of interest per annum in effect for such day as publicly announced by the Administrative Agent in Canada from time to time as the reference rate of interest for commercial loans in U.S. dollars to its Canadian borrowers, and (b) the Federal Funds Rate plus [REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]% per annum, adjusted automatically with each quoted, published or displayed change in such rate, all without any necessity of any notice to the Borrower or any other Person, provided that, if the rate determined above shall ever be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. The corporate base rate is not necessarily the lowest rate charged by the Administrative Agent to its customers.

“ U.S. dollars ” or “ US$ ” means currency of the United States of America.

“ U.S. Subsidiary ” shall mean any Subsidiary organized under the laws of the United States of America, any state thereof or the District of Columbia.

“ U.S. Subsidiary Transactions ” means the Disposition or series of Dispositions of the U.S. pet retail business of the Parent owned by Pet Retail Brands, Inc. and its U.S. Subsidiaries and Property, assets and liabilities reasonably related thereto as determined by the Borrower, including by means of one or more Restricted Payments of all or

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substantially all of the Equity Interests of Pet Retail Brands, Inc. or one its U.S. Subsidiaries or U.S. holding companies and transactions reasonably related thereto.

“ USA PATRIOT Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107 56 (signed into law October 26, 2001)).

“ USBR Loan ” means, at any time, any Loan which is outstanding at such time and in respect of which interest is to be calculated based on the U.S. Base Rate and “ USBR Loans ” means, at any time, all such Loans at such time.

“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“ Wholly Owned Subsidiary ” of any Person means a Subsidiary of such Person, all of the Equity Interests of which (other than (a) directors’ qualifying shares or nominee or other similar shares required pursuant to Applicable Law, (b) de minimis shares owned by other Persons) are owned by such Person or another Wholly Owned Subsidiary of such Person. Unless the context otherwise requires, “Wholly Owned Subsidiary” means a Subsidiary of the Parent that is a Wholly Owned Subsidiary.

“ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“ Working Capital ” means, with respect to the Parent on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided, that, for purposes of calculating Excess Cash Flow, increases or decreases in Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent or (b) the effects of purchase accounting.

Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings in this Section 1.1 when used in any certificate or other document made or delivered pursuant hereto.

1.2 Gender and Number

Words importing the singular include the plural and vice versa and words importing gender include all genders.

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1.3 Certificate of the Administrative Agent as to Rates, etc.

A certificate of the Administrative Agent on behalf of the Lenders certifying the amount of the Applicable Margin, the Discount Rate, the Prime Rate, the U.S. Base Rate, the Acceptance Fee, the LIBO Rate or the L/C Fee at any particular time in respect of any Loan made or maintained or to be made or maintained by the Lenders or any of them hereunder, or of any calculation hereunder, shall be binding and conclusive for all purposes, absent manifest error. No provision hereof shall be construed so as to require the Administrative Agent or any Lender to issue a certificate at any particular time, unless requested to do so by the Borrower to provide evidence of such amount or calculation.

1.4 Interest Provisions

1.4.1 All computations in respect of interest shall be made by the Administrative Agent taking into account the actual number of days occurring in the period for which such interest is payable pursuant to Section 6.2 and a year of 365 (or a year of 366 days in the case of a leap year), or 360 days in the case of a LIBOR Loan.

1.4.2 All computations in respect of standby fees or any other fees payable under any Loan Document shall be made by the Administrative Agent on the basis of a year of 365 (or a year of 366 days in the case of a leap year), taking into account the actual number of days occurring in the period for which such fees are payable.

1.4.3 For purposes of the Interest Act (Canada), whenever any interest or fee under this Agreement is calculated using a rate based on a number of days less than a full calendar year, such rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (a) the applicable rate, (b) multiplied by the actual number of days in the calendar year in which the period for which such interest or fee is payable (or calculated) ends, and (c) divided by such lesser number of days comprising such calculation basis. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement. The rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.

1.4.4 No provision of this Agreement shall have the effect of requiring the Borrower to pay interest (as such term is defined in section 347 of the Criminal Code (Canada)) at a rate in excess of 60% per annum, taking into account all other amounts which must be taken into account for the purpose thereof and, to such extent, the Borrower’s obligation to pay interest hereunder shall be so limited.

1.5 Headings, etc.

The division of a Loan Document into Articles, Sections and clauses, the inclusion of a cover page and a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of such Loan Document.

1.6 References

Except as otherwise specifically provided: (a) references in any Loan Document to any contract, agreement or any other instrument shall be deemed to include references to the same

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as varied, amended, supplemented or replaced from time to time; (b) references in any Loan Document to any enactment, including without limitation, any statute, law, by-law, regulation, ordinance or order, shall be deemed to include references to such enactment as re-enacted, amended or extended from time to time; (c) references to any Person will, unless otherwise specified, include such Person’s successors and permitted assigns, and (d) the terms “including” or “includes” mean “including without limitation” and “includes without limitation”, respectively.

1.7 Currency

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

1.8 Permitted Liens

Notwithstanding anything to the contrary contained herein (including any provision for, reference to, or acknowledgement of, any Lien or Permitted Lien), nothing herein shall be construed as or deemed to constitute a subordination by the Administrative Agent of any Security in favour of any other Lien or Permitted Lien or any holder of any Lien or Permitted Lien.

1.9 Accounting Principles

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 other Loan Document, such determination, consolidation or other computation 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.

1.10 Determination of Amount of Loans

For the purpose of determining the amount of Loans or of any Loan at any time, (a) there shall be deemed to be outstanding and advanced in addition to amounts outstanding and directly advanced, without duplication and without affecting other provisions hereof regarding the basis for the calculation of interest or fees, (i) the face amount of all Bankers’ Acceptances then outstanding, and (ii) the maximum amount of all contingent liabilities of the Lenders pursuant to Letters of Credit then outstanding, and (b) all amounts outstanding in U.S. dollars shall be converted into the Equivalent Amount of Canadian dollars.

1.11 Computation of Time Periods

Except as otherwise specifically provided herein, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

1.12 Actions on Days Other than Business Days

Except as otherwise specifically provided herein, where any payment is required to be made or any other action is required to be taken on a particular day and such day is not a

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Business Day and, as a result, such payment cannot be made or action cannot be taken on such day, then this Agreement shall be deemed to provide that such payment shall be made or such action shall be taken on the first Business Day after such day. If the payment of any amount is deferred for any period under this Section 1.12, then such period shall, unless otherwise provided herein, be included for purposes of the computation of any interest or fees payable hereunder.

1.13 Incorporation of Schedules

The following Schedules annexed hereto shall, for all purposes hereof, form part of this Agreement:

Schedule	A	–	Commitments
Schedule	B	–	Applicable Margins/Standby Fees
Schedule	C	–	Borrowing/Rollover/Conversion Notice
Schedule	D	–	Repayment Notice
Schedule	E	–	Form of Compliance Certificate
Schedule	F	–	Form of Assignment and Assumption Agreement
Schedule	G	–	Form of Intercreditors Agreement
Schedule	8.1.6	–	Government Approvals
Schedule	8.1.9	–	Litigation
Schedule	8.1.11	–	Corporate Structure
Schedule	8.1.12	–	Relevant Jurisdictions
Schedule	8.1.13	–	Permitted Liens
Schedule	8.1.14	–	Tax Matters
Schedule	8.1.19	–	Intellectual Property
Schedule	8.1.20	–	Permitted Indebtedness
Schedule	8.1.22	–	Material Permits
Schedule	8.1.23	–	Material Indebtedness
Schedule	8.1.24	–	Real Property
Schedule	8.1.25	–	Canadian Pension Plans
Schedule	8.1.26	–	Labour and Employment Matters
Schedule	8.1.30	–	Franchise Matters
Schedule	9.3.9	–	Transactions with Affiliates

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1.14 Pro Forma and Other Calculations

1.14.1 The financial ratios required to be maintained by the Parent or any Group Member pursuant to Section 9.4 (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated on a Pro Forma Basis and by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result upwards or down to the nearest number.

1.14.2 Notwithstanding anything in this Agreement or any Loan Document to the contrary, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance, on an incurrence basis, with any such financial ratio or test (including, without limitation, the Net First Lien Leverage Ratio, the Net Secured Leverage Ratio and the Net Total Leverage Ratio) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that any Fixed Amount (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrence.

ARTICLE 2 THE CREDIT FACILITIES

2.1 Establishment of the Revolving Facility

2.1.1 Subject to the terms and conditions of this Agreement, the Revolving Lenders hereby severally establish a revolving facility (the “ Revolving Facility ”) in favour of the Borrower in accordance with their respective Revolving Facility Commitments.

2.1.2 The Revolving Facility shall be available, at the option of the Borrower, by way of Advances of: (a) Prime Rate Loans in Canadian dollars; (b) Bankers’ Acceptances (and BA Equivalent Loans) in Canadian dollars; (c) LIBOR Loans in U.S. dollars; (d) USBR Loans in U.S. dollars; (e) Letters of Credit in Canadian dollars and U.S. dollars up to the Letter of Credit Sublimit; and (f) Swingline Loans in Canadian dollars and U.S. dollars up to the Swingline Sublimit.

2.1.3 Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to make Advances by way of Letters of Credit available to the Borrower under the Revolving Facility in accordance with the provisions of Article 5. Upon the issuance of a Letter of Credit by the Issuing Lender, each Revolving Lender hereby irrevocably agrees to purchase from the Issuing Lender a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s Rateable Portion times the face amount of such Letter of Credit upon notice from the Issuing Lender in accordance with Section 5.3.

2.1.4 Subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make Swingline Loans to the Borrower in accordance with Section 2.8. Upon the making of any

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Swingline Loan by the Swingline Lender, each Revolving Lender hereby irrevocably agrees to purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Rateable Portion times the principal amount of such Swingline Loan upon notice from the Swingline Lender in accordance with Section 2.8.

2.1.5 Notwithstanding any other provision of this Agreement but subject to Section 5.3.4, no Revolving Lender shall be obligated to make its Rateable Portion of any Advance to the extent that on any relevant Borrowing Date, after giving effect to any Advance requested: (a) the aggregate principal amount of its Rateable Portion of all Loans under the Revolving Facility would exceed its Revolving Facility Commitment at such time; (b) the aggregate principal amount of all Swingline Loans would exceed the Swingline Sublimit at such time; (c) the aggregate face amount of all Letters of Credit would exceed the Letter of Credit Sublimit at such time; or (d) the aggregate principal amount of all Loans under the Revolving Facility would exceed the Aggregate Revolving Facility Commitment at such time.

2.2 Establishment of the Term Facility

2.2.1 Subject to the terms and conditions of this Agreement, the Term Lenders hereby severally establish a term loan facility (the “ Term Facility ”) in favour of the Borrower in accordance with their respective Term Facility Commitments.

2.2.2 Subject to the terms and conditions of this Agreement, the Term Facility shall be available by way of a single Advance on the Closing Date. All amounts undrawn under the Term Facility on the Closing Date shall be permanently cancelled. Such cancellation shall permanently reduce the Aggregate Term Facility Commitment and each Term Lender’s Term Facility Commitment shall be reduced rateably.

2.2.3 The Term Facility shall be available, at the option of the Borrower, by way of Advances of: (a) Prime Rate Loans in Canadian dollars; and (b) Bankers’ Acceptances (or BA Equivalent Loans) in Canadian dollars.

2.2.4 Notwithstanding any other provision of this Agreement, no Term Lender shall be obliged to make its Rateable Portion of any Advance to the extent that on any relevant Borrowing Date, after giving effect to any Advance requested: (a) the aggregate principal amount of its Rateable Portion of all Loans under the Term Facility would exceed its Term Facility Commitment at such time; or (b) the aggregate principal amount of all Loans under the Term Facility would exceed the Aggregate Term Facility Commitment at such time.

2.3 Nature of Credit Facilities

2.3.1 Subject to the provisions hereof, the Borrower may, until the Final Maturity Date, increase or decrease the Obligations under the Revolving Facility by making drawdowns, repayments and further drawdowns up to the Revolving Facility Commitment from time to time.

2.3.2 The Term Facility shall be a non-revolving facility. Any repayment of Loans outstanding under the Term Facility may not be reborrowed and shall result in a permanent

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reduction of the Aggregate Term Facility Commitment by an amount equal to the amount of such repayment (and each Term Lender’s Term Facility Commitment shall be reduced rateably).

2.4 Use of Proceeds

2.4.1 The Borrower shall use the proceeds of the Revolving Facility (a) on the Closing Date, to repay the Existing Credit Facilities and pay fees and expenses of Group Members in connection with the Transactions, and (b) at any time, for general corporate purposes. A maximum of $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] may be advanced to the Borrower under the Revolving Facility on the Closing Date.

2.4.2 The Borrower shall use the proceeds of the Term Facility on the Closing Date to repay the Existing Credit Facilities, to pay fees and expenses of Group Members in connection with the Transactions and for general corporate purposes.

2.5 Voluntary Repayments and Commitment Reductions under the Credit Facilities

2.5.1 The Borrower may from time to time (without premium or penalty) on any Business Day repay to the Administrative Agent, for the account of the applicable Lenders, Prime Rate Loans and USBR Loans or portions thereof under the Credit Facilities, provided that any such repayment made by the Borrower shall be in a minimum amount of $1,000,000 (or US$, if applicable) and multiples of $500,000 thereafter (or US$, if applicable) and shall (unless such payment is required to be made under any particular provision hereof) only be effected by providing a Repayment Notice to the Administrative Agent before 10:00 a.m. (Toronto time) at least three (3) Business Day prior to the proposed repayment date, which Repayment Notice, once given, shall in each case to Section 2.5 be irrevocable and binding upon the Borrower. Subject to Section 4.2, Bankers’ Acceptance Loans may only be repaid on the Maturity Date of the BA Period applicable thereto. LIBOR Loans may not be repaid prior to the end of the applicable Interest Period unless the Borrower pays to the Administrative Agent (for the account of each applicable Lender) an amount equal to all Breakage Costs. The determination of the amount of any Breakage Costs resulting from, arising out of, or imposed upon or incurred by any applicable Lender as a result of the repayment of any LIBOR Loan prior to the end of the applicable Interest Period, when evidenced by a certificate from that Lender giving a reasonably detailed calculation of the amount of such loss, cost or expense, shall be prima facie evidence of the same. Any voluntary repayment under the Term Facility pursuant to this Section 2.5 shall be applied to the amortization payments under the Term Facility under Section 2.6.1 in such order as is directed by the Borrower.

2.5.2 The Borrower shall have the right at any time and from time to time (without premium or penalty), by giving at least three (3) Business Days’ prior written notice to the Administrative Agent which notice, once given, shall be irrevocable and binding upon the Borrower, to reduce the Aggregate Revolving Facility Commitment to a lower amount which is not less than the principal amount of all Obligations then outstanding under the Revolving Facility. Such notice shall specify the amount of the reduction, which shall be in a minimum amount of $5,000,000 and multiples of $1,000,000 thereafter. The amount of any such reduction so made by the Borrower shall be permanent and irrevocable and shall permanently reduce the amount of the

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Revolving Facility by such amount and each Revolving Lender’s Revolving Facility Commitment shall be reduced rateably.

2.6 Mandatory Repayments under the Credit Facilities

2.6.1 Subject to Section 2.6.2, the Borrower shall repay the Loans under the Term Facility on the last day of each Fiscal Quarter of each year or, if any such date is not a Business Day, on the immediately preceding Business Day (each such date being referred to as a “ Loan Installment Payment Date ”) as follows:

(a) commencing on the last day of the first full Fiscal Quarter of the Borrower after the Closing Date through the Fiscal Quarter of the Borrower ended on or around December 31, 2022, in an amount on each Loan Installment Payment Date equal to [REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]% of the aggregate outstanding principal amount of the Term Facility as of the Closing Date; and
(b) commencing on the Fiscal Quarter ended on or around March 31, 2023 through the Final Maturity Date, in an amount on each Loan Installment Payment Date equal to [REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]% of the aggregate principal amount of the Term Facility as of the Closing Date.

2.6.2 Subject to Section 11.2, (a) on the Final Maturity Date, the Borrower shall repay to the Administrative Agent, for the account of the Revolving Lenders, all amounts then outstanding under the Revolving Facility, and (b) on the Final Maturity Date, the Borrower shall repay to the Administrative Agent, for the account of the Term Lenders, all amounts then outstanding under the Term Facility.

2.6.3 The Borrower shall repay each Swingline Loan in accordance with Section 2.8. If at any time the aggregate of Swingline Loans then outstanding exceeds the Swingline Sublimit, the Borrower shall immediately repay Swingline Loans in an amount equal to such excess to the Swingline Lender.

2.6.4 If at any time the aggregate of Loans then outstanding under the Revolving Facility exceeds the Revolving Facility Commitment then in effect, as a result of a reduction in the Revolving Facility Commitment or for any other reason (except as specified in Section 2.6.5), the Borrower shall immediately repay Loans under the Revolving Facility in an amount equal to such excess to the Administrative Agent for the account of the Revolving Lenders.

2.6.5 If the Administrative Agent determines that on any day solely as a result of currency fluctuations the aggregate of (a) Loans in Canadian dollars then outstanding under the Revolving Facility and (b) the Equivalent Amount in Canadian dollars of Loans in U.S. dollars then outstanding under the Revolving Facility on such day exceeds the Aggregate Revolving Facility Commitment then in effect by more than [REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]%, the Administrative Agent shall notify the Borrower that

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such an event has occurred, and the Borrower shall, within two (2) Business Days upon receipt of such notice, repay Loans under the Revolving Facility in an amount equal to such excess.

2.6.6 Any prepayment under the Revolving Facility pursuant to Section 2.6.3, 2.6.4 or 2.6.5 shall not result in a permanent reduction of the Aggregate Revolving Facility Commitment and any amount so prepaid may be redrawn by the Borrower in accordance with the terms of this Agreement.

2.7 Mandatory Prepayments under the Credit Facilities

2.7.1 An amount equal to the Net Proceeds of any Indebtedness for borrowed money (other than Permitted Indebtedness) incurred by the Group Members shall (for greater certainty, without limiting the rights of the Lenders in respect of the incurrence thereof) be applied to the prepayment of Loans outstanding under the Credit Facilities immediately upon receipt thereof.

2.7.2 An amount equal to the Net Proceeds of any Dispositions of Property described in clauses (d), (e), (h) or (m) of the definition of Permitted Dispositions by any Group Member shall promptly be applied to the prepayment of Loans outstanding under the Credit Facilities. Notwithstanding the foregoing:

(a) the Borrower may elect to have the Loan Parties use any portion of such proceeds, within twelve (12) months of such receipt, to acquire, maintain, develop, construct, improve, upgrade or repair Property useful in the business of the Loan Parties (other than Working Capital) or to make Capital Expenditures or Permitted Investments (excluding investments in Cash Equivalents or intercompany Investments) and such portion of such proceeds shall not constitute Net Proceeds except to the extent not, within twelve (12) months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds are not so used within such twelve (12)-month period but within such twelve (12)-month period are contractually committed to be used, then such remaining portion if not so used within six (6) months following the end of such twelve (12)-month period shall constitute Net Proceeds as of such date without giving effect to this proviso);
(b) no Net Proceeds realized in a single transaction or series of related transactions shall be subject to this Section 2.7.2 unless such Net Proceeds exceed $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.];
(c) no Net Proceeds shall be subject to this Section 2.7.2 in any Fiscal Year until the aggregate amount thereof exceeds $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.];
(d) no Net Proceeds of Dispositions of refranchising transactions in the ordinary course of business shall be subject to this Section 2.7.2 unless the Net Proceeds of such Dispositions have a fair market value (as determined in good faith by the Borrower) in excess of (x) $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] per individual transaction or series of related
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transactions or (y) $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] in the aggregate for all such transactions during any Fiscal Year; and

(e) the Borrower can elect to characterize amounts expended on Material Franchisee Acquisitions incurred in the twelve (12) months prior to receipt of the applicable Net Proceeds (and not funded by Indebtedness, excluding any Advances under the Revolving Facility) as a reinvestment of such Net Proceeds.

2.7.3 An amount equal to the Net Proceeds of any casualty insurance required to be maintained under this Agreement (for greater certainty, other than the Specified Insurance Policy) received by the Group Members on account of any loss, damage or injury to any part of its Property in excess of $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] in the aggregate in any Fiscal Year, that are not used for the repair or replacement of such Property within (a) twelve (12) months of the receipt of such Net Proceeds or (b) if such Group Member enters into a legally binding commitment to repair or replace such Property within twelve (12) months of the receipt of such Net Proceeds, eighteen (18) months of the date of the receipt of such Net Proceeds, shall be applied to the prepayment of Loans outstanding under the Credit Facilities.

2.7.4 Not later than five (5) Business Days after the date on which the annual financial statements of the Parent are, or are required to be, delivered under Section 9.1.1(b) with respect to an Excess Cash Flow Period, the Borrower shall apply an amount equal to the amount by which the Required Percentage of Excess Cash Flow for such Excess Cash Flow Period exceeds $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] to the prepayment of Loans outstanding under the Credit Facilities. The calculation of Excess Cash Flow will be set forth in the Compliance Certificate delivered to the Administrative Agent for such Excess Cash Flow Period and shall set forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period, the amount of any required prepayment in respect thereof and the calculation thereof in reasonable detail.

2.7.5 Prepayments under this Section 2.7 shall be applied in the following order:

(a) first , to the Term Facility to reduce the next eight scheduled amortization payments due and payable thereon pursuant to Section 2.6.1 in direct order of maturity;
(b) second , to the Term Facility to reduce the remaining scheduled amortization payments due and payable thereon pursuant to Section 2.6.1 (including the payment due on the Final Maturity Date) on a pro rata basis; and
(c) third , to the repayment of Loans outstanding under the Revolving Facility, provided that any such prepayments shall not result in a permanent reduction of the Aggregate Revolving Facility Commitment and any amount so prepaid may be redrawn by the Borrower in accordance with the terms of this Agreement.
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2.7.6 Any prepayment of the Loans outstanding under the Term Facility pursuant to this Section 2.7 shall result in a permanent reduction of the Aggregate Term Facility Commitment (and each Term Lender’s Term Facility Commitment).

2.8 Swingline Loans

2.8.1 Until the date on which the Borrower shall have Canadian dollar and U.S. dollar accounts opened and operational with the Swingline Lender at the Branch of Account (the “ Account Effective Date ”), the Swingline Lender shall make available to the Borrower Swingline Loans, advanced to such accounts with a Canadian chartered bank as may be designated by the Borrower, on same day notice, provided that any such notice is made to the Swingline Lender prior to 11:00 a.m. on such day. Any such Swingline Loans shall be subject to the terms and conditions provided for in this Section 2.8 (other than Section 2.8.2).

2.8.2 Subject to payment of the customary fees and charges of the Swingline Lender for operation of the applicable accounts, the Swingline Lender shall provide the Borrower with a Canadian dollar account and a U.S. dollar account at the Branch of Account. From and after the Account Effective Date, at any time that the Borrower would be entitled to obtain Advances under the Revolving Facility, the Borrower shall be entitled to draw cheques or make other debit transactions in Canadian dollars or U.S. dollars on its Canadian and U.S. dollar accounts, as applicable, with the Swingline Lender. The amount of any overdraft in the accounts of the Borrower at the end of each Business Day, subject to appropriate adjustments, shall be deemed to be a Prime Rate Loan to the Borrower by the Swingline Lender, in the case of the Canadian dollar account, and a USBR Loan by the Swingline Lender to the Borrower in the case of the U.S. dollar account. The credit balance in such accounts at the end of each Business Day, subject to appropriate adjustments, shall be applied by the Swingline Lender as a repayment of the outstanding Swingline Loans to the Borrower and such accounts shall be reduced accordingly.

2.8.3 Except as otherwise specified, Swingline Loans shall be subject to all the provisions of this Agreement applicable to Prime Rate Loans and USBR Loans under the Revolving Facility; provided that the minimum notice requirements and minimum amounts and required multiples for Advances and repayments hereunder shall not apply to Swingline Loans. The making of a Swingline Loan shall constitute an Advance and shall reduce the availability of the Swingline Sublimit and the Revolving Facility by the principal amount of such Swingline Loan.

2.8.4 The aggregate outstanding amount of all Swingline Loans at any time shall not exceed the Swingline Sublimit. The aggregate principal amount of all Swingline Loans plus the Swingline Lender’s Rateable Portion of all other Loans under the Revolving Facility shall not exceed the Swingline Lender’s Revolving Facility Commitment. No Swingline Loan shall be made by the Swingline Lender if it has received notice that an Event of Default has occurred and is continuing.

2.8.5 Notwithstanding anything to the contrary in this Agreement: (a) if an Event of Default occurs; or (b) at any time in its sole and absolute discretion, and in any event no less frequently than the last Business Day of each week, the Swingline Lender may request on behalf of the Borrower (and the Borrower hereby irrevocably authorizes the Swingline Lender to so request on its behalf), upon notice to the Administrative Agent by the Swingline Lender no later

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than 10:00 a.m. (Toronto time) on any day, that each Revolving Lender make a Prime Rate Loan or a USBR Loan, as applicable, on such day in an amount equal to such Revolving Lender’s Rateable Portion of the amount of Swingline Loans made by the Swingline Lender then outstanding. Such request shall be deemed to be a Borrowing/Rollover/Conversion Notice by the Borrower for purposes hereof and shall be made in accordance with the provisions of Section 3.1 without regard solely to the minimum amounts specified therein. The Administrative Agent shall remit the proceeds of any such Advances to the Swingline Lender to be applied in repayment of the Swingline Loans owing to the Swingline Lender then outstanding.

2.8.6 If for any reason any Swingline Loan cannot be refinanced by an Advance as contemplated by Section 2.8.5, the request for Prime Rate Loans or USBR Loans submitted by the Swingline Lender as set forth in Section 2.8.5 shall be deemed to be a request by the Swingline Lender that each of the Revolving Lenders fund its risk participation in the relevant Swingline Loan and each Revolving Lender’s payment to the Administrative Agent for the account of the Swingline Lender pursuant to Section 2.8.5 shall be deemed payment in respect of such participation.

2.8.7 If and to the extent that any Revolving Lender shall not have made the amount of its Rateable Portion of any Swingline Loan available to the Administrative Agent in accordance with the provisions of Section 2.8.5, such Revolving Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of the deemed Borrowing/Rollover/Conversion Notice delivered by the Swingline Lender until the date such amount is paid to the Administrative Agent, for the account of the Swingline Lender, in accordance with prevailing banking industry practice for interbank compensation.

2.8.8 Each Revolving Lender’s obligation to make Advances or to purchase and fund risk participations in a Swingline Loan pursuant to this Section 2.8, shall be absolute and unconditional and shall not be affected by any circumstance, including (a) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (b) the occurrence or continuance of a Default or Event of Default, or (c) any other occurrence, event or condition, whether or not similar to any of the foregoing. No funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swingline Loans, together with interest as provided herein.

2.8.9 Notwithstanding anything to the contrary in this Agreement:

(a) the Swingline Lender shall be responsible for invoicing the Borrower for interest on the Swingline Loans;
(b) until each Revolving Lender funds its Advance or risk participation pursuant to this Section 2.8 to refinance such Revolving Lender’s Rateable Portion of any Swingline Loan, interest in respect of such Rateable Portion shall be solely for the account of the Swingline Lender; and
(c) the Borrower shall make all payments of principal and interest in respect of the Swingline Loans directly to the Swingline Lender.
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2.9 Increase in Credit Facilities

2.9.1 The Borrower may, at any time after the Closing Date and prior to the Final Maturity Date, deliver to the Administrative Agent one or more notices requesting an increase (a “ Credit Facility Increase ”) to either or both Credit Facility Commitments in an aggregate principal amount for all such increases not in excess of $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.], provided that: (a) no more than $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] of such increases in the aggregate will be allocable to the Revolving Facility; (b) no Default or Event of Default exists or would occur after giving effect thereto; (c) immediately after giving effect thereto (and to any related Advances and, in the case of an increase in the Revolving Facility, as though the full amount of such increase is then being advanced), (i) the Net First Lien Leverage Ratio, calculated on a pro forma basis, shall not exceed [REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] and (ii) the Borrower shall be in pro forma compliance with the financial covenants in Section 9.4; and (d) all representations and warranties shall be true and correct immediately prior to, and after giving effect to, the Credit Facility Increase. Nothing in this Agreement shall be construed to obligate any Lender to provide or consent to any increase in its Commitment or to obligate the Administrative Agent to arrange any commitments to provide a Credit Facility Increase.

2.9.2 The Administrative Agent shall promptly notify each Lender of the proposed Credit Facility Increase. Each Lender may, in its sole discretion, commit to participate in such Credit Facility Increase by forwarding its commitment to the Administrative Agent therefor in form and substance satisfactory to the Administrative Agent by such time as is designated by the Administrative Agent. The Administrative Agent shall allocate the Credit Facility Increase among the Lenders on a pro rata basis, but in an amount not to exceed, for each such Lender, the commitment received from such Lender. If the Administrative Agent does not receive enough commitments from existing Lenders for such Credit Facility Increase, the Administrative Agent, in consultation with the Borrower, will use commercially reasonable efforts to obtain one or more banks or financial institutions which are not then Lenders to become party to this Agreement and to provide a commitment to the extent necessary to satisfy the Borrower’s requested Credit Facility Increase, provided that any such banks or financial institutions shall be acceptable to the Administrative Agent, the Borrower and, in the case of an increase in the Revolving Facility, the Issuing Lender, each acting reasonably.

2.9.3 Each Credit Facility Increase shall become effective on a date agreed by the Borrower and the Administrative Agent (a “ Credit Facility Increase Date ”). The Administrative Agent shall notify the Lenders on or before 1:00 p.m. on the Credit Facility Increase Date of the effectiveness of the Credit Facility Increase. The Credit Facility Increase shall be subject to the same terms, conditions, pricing, covenants and Security requirements as the Credit Facility being increased, and upon the funding thereof, the Credit Facility Increase shall form part of such Credit Facility in all respects.

2.9.4 Each Lender participating in such Credit Facility Increase shall purchase from each existing Lender having Loans outstanding under the applicable Credit Facility on the Credit Facility Increase Date, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Rateable Portion of the applicable Credit Facility Commitment (after

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giving effect to such Credit Facility Increase), in the outstanding Loans, so as to ensure that on the Credit Facility Increase Date, after giving effect to such Credit Facility Increase, each Lender holds its Rateable Portion of the applicable Credit Facility and the Loans outstanding thereunder on such date.

2.9.5 Each Lender irrevocably appoints, authorizes and directs the Administrative Agent, as its attorney and agent, with full power of substitution and delegation, to complete and execute on its behalf any acknowledgment, amendment, authorization or any other document required for the implementation of any Credit Facility Increase which is acceptable to the Administrative Agent acting in its discretion, exercised reasonably. Each Lender agrees that it will be bound by the terms of each acknowledgment, amendment, authorization or any other document so completed and executed by the Administrative Agent.

ARTICLE 3 OTHER PROVISIONS RELATING TO THE CREDIT FACILITIES

3.1 Advances

3.1.1 Except as set out in Section 2.8 and 5.3.4, each request by the Borrower for an Advance under the Revolving Facility or the Term Facility shall be made by the delivery of a duly completed and executed Borrowing/Rollover/Conversion Notice to the Administrative Agent and shall be delivered:

(a) in the case of Advances of Prime Rate Loans and USBR Loans, not later than 12:00 p.m. (Toronto time) on the first Business Day prior to the proposed Borrowing Date or such shorter period as may be agreed to in writing by the Administrative Agent;
(b) in the case of Advances of Bankers’ Acceptances, not later than 12:00 p.m. (Toronto time) on the second Business Day prior to the proposed Borrowing Date or such shorter period as may be agreed to in writing by the Administrative Agent;
(c) in the case of Advances of LIBOR Loans, not later than 12:00 p.m. (Toronto time) on the third Business Day prior to the proposed Borrowing Date or such shorter period as may be agreed to in writing by the Administrative Agent; and
(d) in the case of Advances of Letters of Credit, not later than 12:00 p.m. (Toronto time) on the third Business Day prior to the proposed Borrowing Date or such shorter period as may be agreed to in writing by the Issuing Lender.

3.1.2 Any notice in respect of a proposed Advance shall be irrevocable and binding on the Borrower.

3.1.3 All Advances under the Revolving Facility (other than Advances by way of Letter of Credit and Swingline Loans) shall be in an amount of at least $500,000 (or US$, if applicable) and multiples of $100,000 (or US$, if applicable).

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3.2 Selection of BA Periods and Interest Periods

Notwithstanding any other provision hereof, the Borrower may not select any BA Period or Interest Period in respect of a Loan with a Maturity Date which is later than the Final Maturity Date.

3.3 Rollover and Conversion

3.3.1 Subject to the terms and conditions of this Agreement and provided that no declaration has been made by the Administrative Agent under Section 11.2, the Borrower may from time to time request that a Loan (other than a Swingline Loan) or any portion thereof be rolled over or converted to another form of Loan in accordance with the provisions hereof.

3.3.2 The Borrower shall repay to the Administrative Agent for the account of the applicable Lenders the full amount of each Bankers’ Acceptance Loan, BA Equivalent Loan and LIBOR Loan on the Maturity Date of the BA Period or Interest Period applicable thereto, in accordance with the provisions hereof governing repayment and prepayment, unless such Loan shall be rolled over or converted to another form of Loan on such Maturity Date in accordance with the provisions hereof. For greater certainty, a Prime Rate Loan and USBR Loan may be converted into another type of Loan at any time in accordance with the provisions hereof.

3.3.3 Each request by the Borrower for a Rollover or Conversion shall be made by the delivery of a duly completed and executed Borrowing/Rollover/Conversion Notice to the Administrative Agent, and the provisions of Section 3.1 shall apply to the Rollover or Conversion as if such Rollover or Conversion were an Advance.

3.3.4 Each Rollover or Conversion of a Bankers’ Acceptance Loan or a BA Equivalent Loan shall be made effective as of the Maturity Date of the BA Period applicable thereto.

3.3.5 Each Rollover or Conversion of a LIBOR Loan shall be made effective as of the Maturity Date of the Interest Period applicable thereto.

3.3.6 In the case of a Bankers’ Acceptance Loan or a BA Equivalent Loan, if the Borrower does not deliver a Borrowing/Rollover/Conversion Notice at or before the time required by Section 3.3.3 or fails to pay to the Administrative Agent for the account of the applicable Lenders the amount of the Bankers’ Acceptance Loan or the BA Equivalent Loan on the Maturity Date of the BA Period applicable thereto, the Borrower shall be deemed to have requested a Conversion of such Loan to a Prime Rate Loan, and all of the provisions hereof relating to a Prime Rate Loan shall apply thereto.

3.3.7 In the case of a LIBOR Loan, if the Borrower does not deliver a Borrowing/Rollover/Conversion Notice at or before the time required by Section 3.3.3 or fails to pay to the Administrative Agent for the account of the applicable Lenders the LIBOR Loan on the Maturity Date of the Interest Period applicable thereto, the Borrower shall be deemed to have requested a Conversion of such Loan to a USBR Loan, and all of the provisions hereof relating to a USBR Loan shall apply thereto.

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3.3.8 A Rollover or Conversion shall not constitute a repayment of the relevant Loan but shall result in a change in the basis of calculation of interest or fees (as the case may be) for such Loan in accordance with the provisions hereof.

3.3.9 Upon the occurrence of, and during the continuance of, an Event of Default, the Borrower shall not have the right to convert Loans into, or to rollover: (a) LIBOR Loans, and each outstanding LIBOR Loan shall automatically convert to a USBR Loan on the Maturity Date of the Interest Period applicable thereto; or (b) Bankers’ Acceptance Loans or BA Equivalent Loans, and each outstanding Bankers’ Acceptance Loan and BA Equivalent Loan shall automatically convert to a Prime Rate Loan on the Maturity Date of the BA Period applicable thereto.

3.4 Payments Generally

All payments in respect of the Credit Facilities (in respect of principal, interest, fees or otherwise) shall be made by the Borrower to the Administrative Agent for value prior to 12:00 p.m. (Toronto time) on the due date thereof to the account specified therefor by the Administrative Agent at the Branch of Account or such other accounts as may be specified by the Administrative Agent to the Borrower from time to time. Any payments received after such time shall be considered for all purposes as having been made on the next following Business Day unless the Administrative Agent otherwise agrees in writing. All payments in connection with a USBR Loan or LIBOR Loan, or L/C Fees and Fronting Fees in respect of U.S. dollar Letters of Credit, shall be made in immediately available funds in U.S. dollars. All other payments shall be made in immediately available funds in Canadian dollars. The Borrower agrees to indemnify the Administrative Agent and the applicable Lenders for any loss suffered, or cost or expense incurred, by them if the Loans or any part thereof are repaid in another currency.

3.5 Funding of Advances

3.5.1 Upon receipt of a Borrowing/Rollover/Conversion Notice with respect to:
(a) a Prime Rate Loan or USBR Loan, the Administrative Agent shall forthwith notify each applicable Lender of the proposed Borrowing Date, Rollover Date or Conversion Date, as the case may be, the applicable Credit Facility, the principal amount of the relevant Advance, Rollover or Conversion, as the case may be, each applicable Lender’s Rateable Portion of any Advance, the account of the Administrative Agent to be credited by such Lender (if applicable) and all other relevant particulars thereof;
(b) a LIBOR Loan, the Administrative Agent shall forthwith notify each Revolving Lender of the proposed Borrowing Date, Rollover Date or Conversion Date, as the case may be, the principal amount of the relevant Advance, Rollover or Conversion, as the case may be, each Revolving Lender’s Rateable Portion of any Advance, the Interest Period applicable to such LIBOR Loan, the account of the Administrative Agent to be credited by such Lender (if applicable) and all other relevant particulars thereof;
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(c) the issuance of a Bankers’ Acceptance or the making of a BA Equivalent Loan, the Administrative Agent shall forthwith notify each applicable Lender of the proposed Borrowing Date, Rollover Date or Conversion Date, as the case may be, the applicable Credit Facility, the face amount of the draft to be accepted by such Lender as determined in accordance with Section 4.1.2 or the amount of the BA Equivalent Loan to be advanced by such Lender, the BA Period in respect of the draft to be accepted by it or in respect of the BA Equivalent Loan to be advanced by it, the account of the Administrative Agent to be credited by such Lender (if applicable), and all other relevant particulars thereof; and
(d) the issuance of a Letter of Credit, the Administrative Agent shall forthwith notify each Revolving Lender of the proposed Borrowing Date, each Revolving Lender’s Rateable Portion of the amount of the Letter of Credit, the expiry date thereof, the name of the beneficiary and all other relevant particulars thereof.

3.5.2 Each applicable Lender shall, not later than 12:00 p.m. (Toronto time) on the relevant Borrowing Date, credit the Administrative Agent’s account specified in the Administrative Agent’s notice given under Section 3.5.1 with such Lender’s Rateable Portion of each Advance (other than by way of issuance of a Letter of Credit) in immediately available funds. The Administrative Agent will, as soon as reasonably practicable after receiving such funds from the applicable Lenders and upon fulfilment of all applicable conditions set forth in this Agreement, make the full amount of such funds available to the Borrower by crediting the Borrower’s account maintained with the Administrative Agent at the Branch of Account (or causing such account to be credited).

3.5.3 Unless the Administrative Agent has been notified by a Lender prior to the Borrowing Date of any Advance requested by the Borrower that such Lender will not make available to the Administrative Agent its Rateable Portion of such Advance, the Administrative Agent may assume that such Lender has made or will make such amount available to the Administrative Agent in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower (or pay, as the case may be) on such date a corresponding amount. If and to the extent such Lender shall not have so made its Rateable Portion of an Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such Lender’s Rateable Portion of the Advance and all reasonable costs and expenses incurred by the Administrative Agent in connection therewith together with interest thereon (in accordance with the prevailing industry practice for interbank compensation) for each day from the date such amount is made available by the Administrative Agent until the date such amount is paid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails to so pay, the Borrower shall, without prejudice to any rights the Borrower may have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable to the Administrative Agent pursuant hereto shall be as set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall be conclusive and binding for all purposes, absent manifest error. If such Lender makes the payment to the Administrative Agent required herein, the amount so paid (otherwise than in respect of such costs, charges and expenses of the Administrative Agent) shall constitute such Lender’s Rateable Portion

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of the Advance for purposes of this Agreement. If the Administrative Agent has been notified by a Lender that such Lender will not make available to the Administrative Agent its Rateable Portion of any Advance, the Administrative Agent shall have no obligation to make available such amount to the Borrower under any provision of this Agreement.

3.5.4 The failure of any Lender to fund its Rateable Portion of an Advance shall not relieve any other Lender of its obligation, if any, hereunder to fund its Rateable Portion of the Advance on the relevant Borrowing Date.

3.6 Remittance of Payments

3.6.1 As soon as practicable after receipt of any notice of payment by the Borrower hereunder, the Administrative Agent shall give notice to each applicable Lender of the amount of the payment to be made to it on such day and all other relevant particulars of such payment. Subject to Section 13.13, as soon as practicable after receipt of any repayment or prepayment of any Loans under any Credit Facility or any payment of interest or any other amount payable by the Borrower hereunder, the Administrative Agent shall remit to each applicable Lender its Rateable Portion of such payment or prepayment and its respective entitlement, if any, to any other amount payable by the Borrower hereunder.

3.6.2 If the Administrative Agent, on the assumption that it will receive on any particular date a payment of principal, interest or fees hereunder, remits any amount to the relevant Lenders and the Borrower fails to make such payment, each such Lender agrees to repay to the Administrative Agent forthwith on demand the amount so received by it together with all reasonable costs and expenses incurred by the Administrative Agent in connection therewith (to the extent not reimbursed by the Borrower) and interest thereon (in accordance with the prevailing industry practice for interbank compensation) for each day from the date such amount is remitted to the relevant Lender. The amount payable to the Administrative Agent pursuant hereto shall be as set forth in a certificate delivered by the Administrative Agent to each such Lender, which certificate shall be conclusive and binding for all purposes, absent manifest error.

3.7 Payments - No Deduction

All payments to be made by the Borrower pursuant to this Agreement shall be made in full, without set-off or counterclaim, and free of and without deduction or withholding of any kind whatsoever (other than Taxes, which shall be subject to Section 12.2) except to the extent required by Applicable Law, and if any such set-off or deduction or withholding is so required and is made, the Borrower will, as a separate and independent obligation to the Administrative Agent (for and on behalf of the applicable Lenders), be obligated to pay to the Administrative Agent (for and on behalf of the applicable Lenders) all such additional amounts as may be required to fully indemnify and save harmless the Administrative Agent or the applicable Lenders from such setoff or withholding or deduction and will result in the effective receipt by the Administrative Agent (for and on behalf of the applicable Lenders) of all the amounts otherwise payable to the Administrative Agent or the applicable Lenders in accordance with the terms of this Agreement.

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3.8 Evidence of Indebtedness

The Administrative Agent shall maintain and keep accounts (such accounts to be based on information provided from time to time to the Administrative Agent by the Lenders) showing the amount of all Loans advanced by each of the Lenders, including all Bankers’ Acceptances accepted by each of the Lenders, from time to time and the dates thereof and the interest, fees and other charges accrued thereon or applicable thereto from time to time, and all payments of principal (including prepayments), interest and fees and other payments made by the Borrower to the Administrative Agent from time to time under the Credit Facilities. Such accounts maintained by the Administrative Agent on behalf of itself and each of the Lenders shall, at all times and for all purposes, constitute prima facie evidence of the matters recorded therein. No failure by the Administrative Agent to maintain accounts in the manner required by this Section 3.8 shall affect in any manner the Borrower’s obligations hereunder.

3.9 Individual Obligations

The obligations of each Lender under this Agreement are several. No Lender shall be responsible for any failure or alleged failure on the part of any other Lender to duly perform its obligations under the terms of this Agreement, nor shall the obligations of the Borrower to any Lender be diminished or affected by any failure or alleged failure on the part of any other Lender to duly perform its obligations under the terms of this Agreement.

3.10 Termination of LIBOR Advances

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

(a) the LIBO Rate does not adequately reflect the effective cost to the Lender of making or maintaining a LIBOR Loan; or
(b) it cannot readily obtain or retain funds in the London interbank market in order to fund or maintain any LIBOR Loan for an Interest Period selected by the Borrower or cannot otherwise perform its obligations hereunder with respect to any LIBOR Loan for any such period;

then the Lender shall inform the Administrative Agent and, upon at least two (2) Business Days written notice by the Administrative Agent to the Borrower,

(c) the right of the Borrower to request LIBOR Loans for such period from that Lender shall be and remain suspended until the Administrative Agent notifies the Borrower that any condition causing such determination no longer exists (but, for greater certainty, the Borrower may borrow LIBOR Loans from other Lenders and from that Lender under any other form of Loan permitted by this Agreement); and
(d) if the Lender is prevented from maintaining a LIBOR Loan, the Borrower shall, at its option, either repay the LIBOR Loan to that Lender or convert the LIBOR Loan into other forms of Advance which are permitted by this Agreement, and the Borrower shall be responsible for any loss or expense that the Lender incurs as a
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result, including Breakage Costs, if the Lender is prevented from maintaining a LIBOR Loan.

3.10.2 If at any time the Administrative Agent determines that the LIBO Rate is not determinable pursuant to clause (a) or (b) in the definition of LIBO Rate, the Administrative Agent shall so notify the Borrower, and the right of the Borrower to request a LIBOR Loan for such period shall be and remain suspended until the condition causing such determination no longer exists (for which the Administrative Agent shall give notice to the Borrower).

3.11 LIBOR Discontinuation

3.11.1 LIBO Disruption/Circumstances Requiring Canadian Dollar Advances . If, in connection with any U.S. Dollar denominated Advance, a Lender or Lenders (in each case whose participations in that Advance exceed 35% of that Advance) determine in good faith and notify the Borrower and the Administrative Agent that: (a) by reason of circumstances affecting financial markets inside or outside Canada, deposits of U.S. Dollars are unavailable to such Lender(s); (b) in connection with any LIBOR Loan, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided in the definition of LIBO Rate; (c) the making or continuation of any U.S. Dollar denominated Advance has been made impracticable (y) by the occurrence of a contingency (other than a mere increase in rates payable by such Lender(s) to fund the Advances) which adversely affects the funding of thereof at any interest rate computed on the basis of the LIBO Rate, or (z) by reason of a change since the date of this Agreement in any Applicable Law or in the interpretation thereof by any Governmental Authority which affects such Lender(s) and which results in the LIBO Rate no longer representing the effective cost to such Lender(s) of deposits in such market; or (d) any change in Applicable Law has made it unlawful for such Lender(s) to make or maintain or to give effect to its obligations in respect of U.S. Dollar denominated Advance as contemplated hereby, then:

(i) the right of the Borrower to select any such type of Advance from such Lender(s) shall be suspended from the date of such notice thereof by such Lender(s) to the Administrative Agent until such Lender(s) determine, and have given notice of such determination to the Administrative Agent, that the circumstances causing the suspension no longer exist (which it shall do as soon as practicable thereafter);
(ii) if any such type of Advance is not yet outstanding, any applicable Borrowing/Rollover/Conversion Notice shall be suspended in respect of such Lender(s) from the date of notice thereof by such Lender(s) to the Administrative Agent until such Lender(s) determine, and have given notice of such determination to the Administrative Agent, that the circumstances causing the suspension no longer exist (which it shall do as soon as practicable thereafter);
(iii) if any such type of Advance is already outstanding at any time when the right of the Borrower to select such type of Advance is suspended, it and all other applicable Advances of such type shall be converted automatically into: (A) a USBR Loan in respect of any applicable LIBOR Loan on the last
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day of the then current Interest Period applicable thereto (or on such earlier date as may be required to comply with any Applicable Law) in a principal amount equal to the amount of such LIBOR Loan (or, if at such time the right of the Borrower to select a USBR Loan is suspended, then any such LIBOR Loan denominated in U.S. Dollars shall be converted automatically into a Prime Rate Loan on the last day of the then current Interest Period applicable thereto (or on such earlier date as may be required to comply with any Applicable Law) in a principal amount equal to the Equivalent Amount in Canadian Dollars of such LIBOR Loan determined on the date of conversion thereof); and (B) a Prime Rate Loan in respect of any other LIBOR Loan on the last day of the then current Interest Period applicable thereto (or on such earlier date as may be required to comply with any Applicable Law) in a principal amount equal to the Equivalent Amount in Canadian Dollars of such LIBOR Loan determined on the date of conversion thereof; and

(iv) if any relevant USBR Loan is already outstanding at any time when the right of the Borrower to select USBR Loan is suspended, it and all other USBR Loans shall be converted automatically into a Prime Rate Loan as soon as possible thereafter on a date fixed by the Administrative Agent, notice of which shall promptly be given to the Borrower in a principal amount equal to the Equivalent Amount in Canadian Dollars of such USBR Loans determined on the date of conversion thereof.
3.11.2 Effect of Benchmark Transition Event

3.11.2.1 Benchmark Replacement .

(a) Notwithstanding anything to the contrary herein or in any other Loan Document, 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 (1) or (2) 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 other Loan 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 Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) 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 Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (Toronto time) on the fifth (5th) 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 Loan Document so long as the Administrative Agent has not received, by
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such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

(b) Notwithstanding anything to the contrary herein or in any other Loan 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 other Loan 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 Loan Document; provided that this clause (b) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice.

3.11.2.2 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 Administrative 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 Loan 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 Loan Document.

3.11.2.3 Notices; Standards for Decisions and Determinations . The Administrative Agent will promptly notify the Borrower and the Lenders of (a) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (b) the implementation of any Benchmark Replacement, (c) the effectiveness of any Benchmark Replacement Conforming Changes, (d) the removal or reinstatement of any tenor of a Benchmark pursuant to clause 3.11.2.4 below and (e) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.11.2, 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 Loan Document, except, in each case, as expressly required pursuant to this Section 3.11.2.

3.11.2.4 Unavailability of Tenor of Benchmark . Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (a) if the then-current Benchmark is a term rate (including Term SOFR or USD LIBOR) and either (i) 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 Administrative Agent in its reasonable discretion or (ii) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such

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Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (b) if a tenor that was removed pursuant to clause (a) above either (i) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (ii) 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 Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

3.11.2.5 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 an Advance of, Conversion to or Rollover of LIBOR Loans to be made, converted or rolled over 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 USBR Loans. 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 USBR based upon the then current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of USBR.

3.11.2.6 Certain Defined Terms . As used in this Section 3.11.2:

“ 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 an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is thenremoved from the definition of “Interest Period” pursuant to Section 3.11.2.

“ Benchmark ” means, initially, USD LIBOR; 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 USD LIBOR 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 Section 3.11.2.

“ 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 Administrative Agent for the applicable Benchmark Replacement Date:

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

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

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(3) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative 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 (1), 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 Administrative 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. If the Benchmark Replacement as determined pursuant to clause (a)(1), (2) or (3) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for purposes of this Agreement and other Loan Documents.

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

(1) for purposes of clauses (a)(1) and (2) and clause (b) of the definition of “Benchmark Replacement”, the first alternative set forth in the order below that can be determined by the Administrative Agent:

(a) 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 Interest 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; and

(b) 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 Interest 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

(2) for purposes of clause (a)(3) 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 Administrative 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

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Body on the applicable Benchmark Replacement Date or (ii) any evolving or thenprevailing 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 (1) 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 Administrative 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 “Interest Period”, timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, Conversion or Rollover notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

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

(1) in the case of clause (1) or (2) 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);

(2) in the case of clause (3) of the definition of “Benchmark Transition Event”, the date of the public statement or publication of information referenced therein;

(3) in the case of a Term SOFR Transition Event, the date that is ten Business Days after the Administrative Agent has provided the Term SOFR Notice to the Lenders and the Borrowers pursuant to Section 3.11.1(b); or

(4) in the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders,

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written notice of objection to such Early Opt-in Election from Lenders comprising the Required Lenders.

For the avoidance of doubt, (a) 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 (b) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) 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:

(1) 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);

(2) 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 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

(3) 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).

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“ Benchmark Unavailability Period ” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) 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 other Loan Document in accordance with this Section 3.11.2 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with this Section 3.11.2.

“ 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 Administrative 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 Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

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

(1) a notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the other parties hereto that at least five (5) 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, 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

(2) the joint election by the Administrative Agent and the Borrower to trigger a fallback from USD LIBOR and the provision by the Administrative Agent of written notice of such election to the Lenders.

“ 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 USD LIBOR.

“ 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 USD LIBOR, 11:00 a.m. (London time) on the day that is two London

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banking days preceding the date of such setting, and (2) if such Benchmark is not USD LIBOR, the time determined by the Administrative Agent in its reasonable discretion.

“ Relevant Governmental Body ” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board 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 at approximately 8:00 a.m. (Toronto time) 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 Administrative Agent to the Lenders and the Borrowers of the occurrence of a Term SOFR Transition Event.

“ Term SOFR Transition Event ” means the determination by the Administrative Agent that (1) Term SOFR has been recommended for use by the Relevant Governmental Body, and is determinable for each Available Tenor and (2) the administration of Term SOFR is administratively feasible for the Administrative Agent.

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

“ USD LIBOR ” means the London interbank offered rate for U.S. dollars.

3.12 CDOR Discontinuation

3.12.1 If the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Required Lenders notify the Administrative Agent that the Required Lenders have determined (which determination shall be conclusive absent manifest error), that:

(a) adequate and reasonable means do not exist for ascertaining the CDOR Rate, including because the CDOR Rate is not available or published on a current basis for an Advance for the applicable BA Period and such circumstances are unlikely to be temporary;
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(b) the administrator of the CDOR Rate or a Governmental Authority having jurisdiction over the administrator of the CDOR Rate has made a public statement identifying a specific date after which the CDOR Rate will permanently or indefinitely cease to be made available or permitted to be used for determining the interest rate of loans;
(c) a Governmental Authority having jurisdiction over the Administrative Agent or any Lender has made a public statement identifying a specific date after which the CDOR Rate or the CDOR Screen shall no longer be permitted to be used for determining the interest rate of loans (each such specific date in clause (b) above or this clause (c), a “ CDOR Scheduled Unavailability Date ”); or
(d) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.12, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the CDOR Rate,

then reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may mutually agree upon a successor rate to the CDOR Rate, and the Administrative Agent and the Borrower may amend this Agreement to replace the CDOR Rate 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 dollar denominated syndicated credit facilities for such alternative benchmark (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 Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment.

3.12.2 If no CDOR Successor Rate has been determined and the circumstances under Section 3.12.1(a) exist or a CDOR Scheduled Unavailability Date has occurred (as applicable), the Administrative 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 BA 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 BA Periods) or, failing that, will be deemed to have converted such request into a request for an Advance of Prime Rate Loans (subject to the foregoing) in the amount specified therein.

3.12.3 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 purposes of this Agreement. In addition, the CDOR Rate shall not be included or referenced in the definition of Prime Rate.

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ARTICLE 4 BANKERS’ ACCEPTANCES

4.1 Procedure Relating to Bankers’ Acceptances

Subject to the terms and conditions of this Agreement, the Lenders shall accept Bankers’ Acceptances of the Borrower denominated in Canadian dollars on the following terms and conditions:

4.1.1 Each Bankers’ Acceptance shall have a BA Period of one (1), two (2) or three (3) months (or such other period, subject to availability, to which all of the participating Lenders may agree).

4.1.2 On each Borrowing Date, Rollover Date or Conversion Date on which Bankers’ Acceptances are to be accepted, the Administrative Agent shall advise the Borrower as to the Administrative Agent’s determination of the applicable Discount Rate for the Bankers’ Acceptances which any of the applicable Lenders have agreed to purchase or issue, as the case may be.

4.1.3 Each Lender may from time to time hold, sell, rediscount or otherwise dispose of any or all Bankers’ Acceptances accepted and purchased by it.

4.1.4 To facilitate availment of Advances, Rollovers and Conversions by way of Bankers’ Acceptances, the Borrower hereby appoints each Lender or its agent as its attorney to sign and endorse on its behalf, in handwriting or by facsimile or mechanical signature as and when deemed necessary by such Lender, blank forms of Bankers’ Acceptances. In this respect, it is each Lender’s responsibility to maintain, or cause to be maintained, an adequate supply of blank forms of Bankers’ Acceptances for acceptance under this Agreement. The Borrower recognizes and agrees that all Bankers’ Acceptances signed and/or endorsed on its behalf by a Lender or its agent shall bind the Borrower as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of the Borrower. Each Lender is hereby authorized to issue, or cause to be issued, such Bankers’ Acceptances endorsed in blank in such face amounts as may be determined by such Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Bankers’ Acceptances required to be accepted and purchased by such Lender. No Lender shall be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except the gross negligence or wilful misconduct of the Lender or its officers, employees, agents or representatives. Each Lender shall maintain, or cause to be maintained, a record with respect to Bankers’ Acceptances held by it or its agent in blank hereunder, voided by it for any reason, accepted and purchased by it hereunder, and cancelled at their respective maturities. Each Lender agrees to provide such records to the Borrower upon request.

4.1.5 Drafts drawn by the Borrower to be accepted as Bankers’ Acceptances shall be signed by a duly authorized officer or officers of the Borrower or by its attorneys including attorneys appointed pursuant to Section 4.1.4. Notwithstanding that any Person whose signature appears on the Bankers’ Acceptance may no longer be an authorized signatory for the Borrower at the time of issuance of a Bankers’ Acceptance, that signature shall nevertheless be valid and

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sufficient for all purposes as if the authority had remained in force at the time of issuance and any Bankers’ Acceptance so signed shall be binding on the Borrower.

4.1.6 The Administrative Agent, promptly following receipt of a notice of Advance, Rollover or Conversion by way of Bankers’ Acceptance Loans, shall advise the applicable Lenders of the notice and shall advise each such Lender of the face amount of Bankers’ Acceptances to be accepted by it in connection with a Bankers’ Acceptance Loan, and the applicable BA Period (which shall be identical for all Lenders participating in the applicable Credit Facility). The aggregate face amount of Bankers’ Acceptances to be accepted by a Lender shall be determined by the Administrative Agent by reference to that Lender’s Rateable Portion (adjusted if necessary in accordance with Section 13.1.3) of the issue of Bankers’ Acceptances, except that, if the face amount of a Bankers’ Acceptance which would otherwise be accepted by a Lender would not be in a whole multiple of $100,000, the face amount shall be increased or reduced by the Administrative Agent in its sole discretion to the nearest whole multiple of $100,000; provided that after such issuance, no Lender shall have aggregate outstanding Loans in excess of its Commitment.

4.1.7 At or before 10:00 a.m. two (2) Business Days before the Maturity Date of any Bankers’ Acceptances, the Borrower shall give to the Administrative Agent a Repayment Notice or a Borrowing/Rollover/Conversion Notice advising whether the Borrower intends to repay the maturing Bankers’ Acceptances on the Maturity Date or if the Borrower intends to issue Bankers’ Acceptances on the Maturity Date to provide for the payment of the maturing Bankers’ Acceptances. If the Borrower provides notice of repayment, the Borrower shall pay to the Administrative Agent on behalf of the applicable Lenders an amount equal to the aggregate face amount of the Bankers’ Acceptances issued by such Lenders on their Maturity Date. If the Borrower fails to make the payment, the Borrower’s obligations in respect of the maturing Bankers’ Acceptances shall be deemed to have been converted on the Maturity Date thereof into a Prime Rate Loan in an amount equal to the face amount of the maturing Bankers’ Acceptances. After such payment or conversion, as the case may be, the Borrower shall have no further liability in respect of such Bankers’ Acceptances, and the applicable Lenders shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such Bankers’ Acceptances.

4.1.8 The Borrower waives presentment for payment and any other defence to payment of any amounts due to a Lender or a Participant in respect of a Bankers’ Acceptance accepted and purchased by it pursuant to this Agreement which might exist solely by reason of the Bankers’ Acceptance being held, at the maturity thereof, by the Lender in its own right.

4.1.9 If the Administrative Agent determines in good faith, which determination shall be final, conclusive and binding upon the Borrower, that, by reason of circumstances affecting the money market, there is no market for Bankers’ Acceptances or the demand for Bankers’ Acceptances is insufficient to allow the sale or trading of the Bankers’ Acceptances created hereunder, then:

(a) the right of the Borrower to request an Advance by means of Bankers’ Acceptances shall be suspended until the Administrative Agent determines that the circumstances causing such suspension no longer exist, and the Administrative Agent so notifies the Borrower; and
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(b) any notice of Advance or Rollover in respect of a Bankers’ Acceptance which is outstanding shall be cancelled and any outstanding notice of Conversion to convert a Prime Rate Loan into a Bankers’ Acceptance shall be cancelled and the request for an Advance or Rollover by means of Bankers’ Acceptance shall be deemed to be a request for an Advance of, or Conversion to, a Prime Rate Loan in the face amount of the requested Bankers’ Acceptance.

4.1.10 The Administrative Agent shall promptly notify the Borrower and the Lenders of the suspension of the Borrower’s right to request an Advance by means of Bankers’ Acceptances and of the termination of any such suspension.

4.1.11 At the option of any Lender, Bankers’ Acceptances to be accepted by that Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 4.1.

4.1.12 The Borrower shall not claim any days of grace for the payment at maturity of any Bankers’ Acceptance.

4.1.13 In lieu of accepting bankers’ acceptance drafts on any Borrowing Date, or any date of Rollover or Conversion, as applicable, each Non-BA Lender will make a loan (a “ BA Equivalent Loan ”) to the Borrower in the amount and for the same term as the draft which such Lender would otherwise have been required to accept and purchase hereunder. Any BA Equivalent Loan will be made on the relevant Borrowing Date, Rollover Date or Conversion Date, as applicable, and its Maturity Date will be the Maturity Date of the corresponding Bankers’ Acceptances. The amount of each BA Equivalent Loan will be equal to the Discount Proceeds of the corresponding Bankers’ Acceptances calculated on the basis the applicable Lenders purchased such Bankers’ Acceptances. On the Maturity Date of a BA Equivalent Loan, the Borrower will pay to the Non-BA Lender an amount equal to the face amount of the Bankers’ Acceptance which such Non-BA Lender would have accepted in lieu of making a BA Equivalent Loan if it were not a Non-BA Lender. All provisions of this Agreement with respect to Bankers’ Acceptances will apply to BA Equivalent Loans provided that Acceptance Fees with respect to a BA Equivalent Loan will be calculated on the basis of the amount of such BA Equivalent Loan which the Borrower is required to pay on the Maturity Date.

4.2 Cash Collateral for Bankers’ Acceptances

Notwithstanding any prohibition in this Agreement on the prepayment of a Bankers’ Acceptance other than on the Maturity Date of the BA Period applicable thereto, on a mandatory prepayment of all or any portion of a Credit Facility, the Borrower may satisfy its obligations with respect to any outstanding Bankers’ Acceptances by depositing with the Administrative Agent, on behalf of the applicable Lenders, cash collateral equal to the full face amount at maturity of each Bankers’ Acceptance on such terms as are acceptable to the Administrative Agent. To the extent that the Borrower deposits cash collateral for any such Bankers’ Acceptances, the amount of such Bankers’ Acceptances shall not constitute Indebtedness for purposes of calculation of the financial covenants contained in Section 9.4 or in the determination of the Applicable Margin.

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ARTICLE 5 LETTERS OF CREDIT

5.1 Letters of Credit

5.1.1 Advances under the Revolving Facility shall be available, at the Borrower’s option, by way of Letters of Credit issued on behalf of the Borrower by the Issuing Lender, in each case in accordance with this Article 5.

5.1.2 If the Borrower wishes to request an Advance by way of issuance of a Letter of Credit, the Borrower shall, at or prior to the time it delivers the Borrowing/Rollover/Conversion Notice required pursuant to Section 3.1.1, execute and deliver the 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 shall prevail.

5.1.3 Each Letter of Credit shall be denominated in either Canadian dollars or U.S. dollars.

5.1.4 Each Letter of Credit shall expire on a Business Day and no Letter of Credit may be issued for a period in excess of one year or beyond the Final Maturity Date, provided that any Letter of Credit may provide for automatic renewal thereof for any stated period or periods of up to one (1) year in duration in the absence of a timely notice of termination by the Issuing Lender, but in any event no later than the Final Maturity Date.

5.1.5 The maximum aggregate of (a) the face amount of all Letters of Credit outstanding in Canadian dollars and (b) the Equivalent Amount in Canadian dollars of the face amount of all Letters of Credit outstanding in U.S. dollars at any one time shall not exceed the Letter of Credit Sublimit.

5.1.6 The full-face amount of each Letter of Credit issued hereunder shall be deemed to be an Advance under the Revolving Facility which Advance shall be retired upon the earlier of:

(a) the return of the Letter of Credit to the Issuing Lender for cancellation;
(b) the Maturity Date of the Letter of Credit; or
(c) the deeming of the amount drawn on the Letter of Credit to be a Prime Rate Loan or USBR Loan, as applicable, under the Revolving Facility.

5.2 Payments under Letters of Credit

5.2.1 The Issuing Lender shall 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 together with any required documents provided they are in the required form, without any further reference to the Borrower and any investigation or enquiry. The Issuing Lender 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

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Letter of Credit) and shall 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 shall not be a defence to any demand made of the Borrower hereunder, nor shall the Borrower or its obligations hereunder be impaired by the fact (if it be the case) that the Issuing Lender was or might have been justified in refusing payment, in whole or in part, of the amounts so claimed.

5.2.2 A certificate of the Issuing Lender as to the amount paid out under any Letter of Credit shall, 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.

5.3 Reimbursement Obligations of the Borrower

5.3.1 Within one (1) Business Day following payment by the Issuing Lender of any amount under a Letter of Credit, the Borrower shall pay to the Issuing Lender an amount, in the currency in which the Letter of Credit is payable, in same day funds equal to the amount paid by the Issuing Lender thereunder, together with all charges and expenses payable to or incurred by the Issuing Lender in connection with the Letter of Credit.

5.3.2 If the Borrower fails to pay to the Issuing Lender the amount requested, then the Borrower shall be deemed to have requested a Prime Rate Loan (in the case of Letters of Credit denominated in Canadian dollars) or a USBR Loan (in the case of Letters of Credit denominated in U.S. dollars) in an amount equal to the amount paid by the Issuing Lender, together with all charges and expenses payable to or incurred by the Issuing Lender in connection with the Letter of Credit.

5.3.3 The Borrower hereby undertakes to indemnify and hold harmless each of the Issuing Lender, the Administrative Agent and each Revolving Lender from time to time from and against all liabilities and costs (including, without limitation, any costs incurred in funding any amount which falls due from any Revolving 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.

5.3.4 Each Revolving Lender shall be required to make the Advances referred to in Section 5.3.2 notwithstanding: (a) the amount of the Advance may not comply with the minimum amount required for Advances hereunder; (b) whether any conditions specified in Section 10.2 are then satisfied; (c) whether a Default or Event of Default has occurred and is continuing; (d) the date of such Advance; and (e) whether the Aggregate Revolving Facility Commitment has been, or, after the making of such Advance, will be, exceeded.

5.3.5 Each Revolving Lender shall immediately on demand indemnify the Issuing Lender, to the extent of such Revolving Lender’s Rateable Portion, of any amounts paid or liability incurred by the Issuing Lender under each Letter of Credit to the extent that the Borrower does not fully reimburse the Issuing Lender therefor.

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5.4 Cash Collateral for Letters of Credit

If any Letter of Credit is outstanding upon the occurrence of an Event of Default or on the Final Maturity Date, the Borrower shall, if required by the Administrative Agent, either forthwith pay to the Administrative Agent for the benefit of the Issuing Lender an amount or provide it with other security satisfactory to the Administrative Agent (whether by way of a letter of credit from a financial institution approved by the Issuing Lender or otherwise) (the “ deposit collateral ”) equal to [REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]% of the undrawn principal amount of the outstanding Letter of Credit and in the currency of such Letter of Credit, which deposit collateral shall be held by the Administrative Agent for application against the indebtedness owing by the Borrower to the Issuing Lender in respect of any draw on the outstanding Letter of Credit. In the event that the Issuing Lender is not called upon to make full payment on the outstanding Letter of Credit prior to its Maturity Date, the deposit collateral, or any part thereof as has not been paid out, shall, so long as no Event of Default then exists, be returned to the Borrower.

5.5 Risks of Letters of Credit

The obligations of the Borrower with respect to Letters of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation, the following circumstances:

(a) any lack of validity or enforceability of any Loan 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 Issuing Lender, the Lenders, or any other Person, whether in connection with this Agreement, the transactions contemplated herein or in any other agreements or any unrelated transactions;
(d) any statement or any other 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 or happening whatsoever, whether or not similar to any of the foregoing.

It is understood and agreed that neither the Issuing Lender, the Administrative Agent nor any Revolving Lender shall 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

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reference to a Letter of Credit or the failure of any Persons 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 itself and its agents and employees); (v) the existence, form or sufficiency or breach or default under any agreement or instruments 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 shall be made by the Issuing Lender in its sole discretion, which determination shall be conclusive and binding upon the Borrower absent manifest error. It is agreed that the 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 the Issuing Lender under or in connection with the Letters of Credit or any related instruments or documents, if in good faith and in conformity with such laws, regulations or commercial or banking customs as the Issuing Lender may reasonably deem to be applicable, shall be binding upon the Borrower, and shall not affect, impair or prevent the vesting of the rights or powers of the Issuing Lender, the Administrative Agent or the Revolving Lenders hereunder or the Borrower’s obligation to make full reimbursement of amounts drawn under the Letters of Credit. Notwithstanding anything to the contrary, the foregoing shall not be construed to excuse the applicable Issuing Lender from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by Applicable Law) suffered by the Borrower that are determined by final and binding decision of a court of competent jurisdiction to have been caused by such Issuing Lender’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank, the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties hereto agree that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of the Letter of Credit, the Issuing Bank may (but shall have no obligation to) in its sole discretion, accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary.

ARTICLE 6 INTEREST AND FEES

6.1 Interest Rates

6.1.1 Prime Rate Loans shall bear interest at a rate per annum equal to the sum of the Prime Rate in effect from time to time plus the Applicable Margin.

6.1.2 USBR Loans shall bear interest at a rate per annum equal to the sum of the U.S. Base Rate in effect from time to time plus the Applicable Margin.

6.1.3 LIBOR Loans shall bear interest during each Interest Period applicable thereto at a rate per annum equal to the sum of the LIBO Rate in effect for such Interest Period plus the Applicable Margin.

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6.2 Calculation and Payment of Interest

Interest on Prime Rate Loans, USBR Loans and LIBOR Loans shall accrue from day to day, both before and after default, demand, maturity and judgment, and shall be payable to the Administrative Agent for the account of the applicable Lenders in Canadian dollars for Prime Rate Loans and in U.S. dollars for USBR Loans and LIBOR Loans, in each case, in arrears on each Interest Payment Date for the period from and including the Borrowing Date or the last Interest Payment Date (as the case may be) to but excluding the Interest Payment Date on which payment is made. Interest on Prime Rate Loans and USBR Loans shall be calculated based on a year of 365 or 366 days on the principal amount of the Prime Rate Loans and USBR Loans remaining unpaid on each day. Interest on LIBOR Loans shall be calculated on the principal amount of the LIBOR Loans outstanding during such period and on the basis of the actual number of days elapsed divided by 360. Where the rate applicable to a Prime Rate Loan or USBR Loan, as applicable, is changed, interest shall be charged at the new rate as of and including the day on which such change is effective.

6.3 Determination of Discount Rate and Fees on Bankers’ Acceptances

The Administrative Agent shall, at or about 10:15 a.m. (Toronto time) or as soon thereafter as is reasonably practicable on the first day of each BA Period, notify the Borrower and each applicable Lender of the Discount Rate as determined by the Administrative Agent on such date. Upon acceptance of a Bankers’ Acceptance by a Lender, the Borrower shall pay to the Administrative Agent on behalf of the applicable Lenders a fee (the “ Acceptance Fee ”) calculated on the face amount of the Bankers’ Acceptance at a rate per annum equal to the Applicable Margin on the basis of the number of days in the BA Period for the Bankers’ Acceptance and a year of 365 days.

6.4 Letter of Credit Fees

6.4.1 In connection with each Letter of Credit issued hereunder, the Borrower shall pay to the Administrative Agent on behalf of the Revolving Lenders a fee (the “ L/C Fee ”) calculated on the average daily aggregate of the then undrawn and unexpired amount of each Letter of Credit outstanding during the period (or any portion thereof) for which payment is being made at a rate per annum equal to the Applicable Margin. L/C Fees shall be payable in arrears on the last day of each Fiscal Quarter and on the termination of the Revolving Facility and calculated based on the actual days elapsed in a 365-day year, as the case may be.

6.4.2 The Borrower shall also pay to the Issuing Lender a fronting fee (the “ Fronting Fee ”) at a rate of [REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]% per annum calculated on the average daily aggregate of the then undrawn and unexpired amount of all Letters of Credit outstanding during the period (or any portion thereof) for which payment is being made, payable in arrears on the last day of each Fiscal Quarter and on the termination of the Revolving Facility, and calculated based on the actual days elapsed in a 365 or 366 day year, as the case may be.

6.4.3 The L/C Fees and the Fronting Fees shall be payable in the currency in which the applicable Letter of Credit is denominated.

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6.4.4 In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and reasonable expenses as are incurred or charged by the Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit.

6.5 Standby Fees

From and after the date hereof, standby fees shall accrue, and the Borrower shall pay to the Administrative Agent for the account of the Revolving Lenders rateably in respect of the Revolving Facility, standby fees equal to the Standby Fee calculated daily based on a year of 365 or 366 days, as the case may be, on the unutilized and uncancelled portion of the Revolving Facility on each day in the applicable period. The balance of the Swingline Loan will be disregarded for the purpose of calculating standby fees. The standby fees shall be payable in arrears on the last day of each Fiscal Quarter and on the termination of the Revolving Facility.

6.6 Agency Fee

In consideration of the Administrative Agent acting in such capacity under the Loan Documents, the Borrower will pay to the Administrative Agent agency fees in the amounts specified in the applicable Fee Letter.

6.7 Other Fees

The Borrower shall pay to the Co-Lead Arrangers and the Lenders Closing fees and other fees in accordance with the applicable Fee Letter.

6.8 Default Interest

Upon the occurrence of, and during the continuance of, an Event of Default, upon written notice by the Administrative Agent on behalf of the Required Lenders to the Borrower, the Applicable Margin otherwise in effect under this Agreement in respect of all Advances will increase by an additional 2% per annum.

6.9 Interest on Overdue Amounts

If any amount owed by a Loan Party to the Lenders under any of the Loan Documents is not paid when due and payable such overdue amount shall bear interest, payable on demand at a rate per annum equal to the interest rate otherwise applicable under this Agreement from time to time to such amount (or if there is no other provision in any Loan Document specifying the interest payable on such overdue amount at a rate per annum equal to the Prime Rate plus 2%), in each such case, from the date of non-payment until paid in full.

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ARTICLE 7 SECURITY AND INSURANCE

7.1 Security

7.1.1 To secure the due and punctual payment of all Secured Obligations, the Borrower shall deliver or cause to be delivered to the Administrative Agent for and on behalf of the Lenders and other Secured Parties from time to time the following security, all of which shall be in form and substance satisfactory to the Administrative Agent, together with any relevant or required power of attorney, authorization and direction to register, registrations, filings and other supporting documentation and opinions of counsel as may be requested by the Administrative Agent or its counsel:

(a) a guarantee and postponement of claim from each Guarantor guaranteeing the due payment and performance to the Administrative Agent for and on behalf of the Secured Parties of all present and future Secured Obligations;
(b) a general security agreement from each Loan Party in favour of the Administrative Agent for and on behalf of the Secured Parties constituting a first-priority Lien (subject only to Permitted Liens) on all of its present and future personal property (subject to customary exclusions);
(c) a hypothec on the universality of movable and immovable property from each Loan Party which has its registered or head office in the Province of Québec or owns Property situated in the Province of Québec in favour of the Administrative Agent for and on behalf of the Secured Parties constituting a first-priority Lien (subject only to Permitted Liens) on all of its present and future movable and immovable property (subject to customary exclusions);
(d) a securities pledge agreement from each Loan Party which holds Equity Interests in any other Loan Party in favour of the Administrative Agent for and on behalf of the Secured Parties constituting a first-priority Lien (subject only to Permitted Liens) on the Equity Interests of such Loan Party;
(e) an intellectual property security agreement from each applicable Loan Party creating an assignment and first-priority Lien in respect of its rights to and interest in owned intellectual property, in a form that may be registered or filed with the applicable Governmental Authority;
(f) within (i) forty-five (45) days following the Closing Date (or such later date reasonably acceptable to the Administrative Agent) or (ii) in respect of owned real property acquired after the Closing Date, thirty (30) days following the acquisition thereof, a debenture or mortgage constituting a first ranking fixed charge in favour of the Administrative Agent for and on behalf of the Secured Parties in respect of any owned real property of a Loan Party that has a fair market value in excess of $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.], together with a lender’s title insurance policy issued by a title
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insurer reasonably satisfactory to the Administrative Agent in form and substance and in an amount, in each case, reasonably satisfactory to the Administrative Agent;

(g) Within one hundred twenty (120) days following the Closing Date (or such later date to which the Administrative Agent may in its discretion agree) deposit account control agreements in favour of the Administrative Agent in respect of each Loan Party’s bank accounts and securities accounts not held with a Lender or its Affiliates, in each case, other than (i) disbursement or payroll accounts used solely for such purposes, (ii) deposit accounts solely holding withheld income taxes, employment taxes and other employment related taxes or amounts to be paid over to employee health or benefit plans, and (iii) any other accounts (including deposit accounts) so long as the average monthly balance on deposit in any such account does not exceed $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]; and
(h) all share certificates, stock powers of attorney, control agreements, consents, authorizations and other documents reasonably required by the Administrative Agent in order to make valid and effective the aforementioned agreements.

Notwithstanding the foregoing, in no event will the Liens of the Security attach to the Specified Collateral.

7.2 After Acquired Property and Further Assurances

7.2.1 The Borrower shall, and shall cause each Guarantor to, from time to time at the expense of the Borrower and, at the reasonable request of the Administrative Agent, execute and deliver all such further instruments and documents (including instruments of assignment, transfer, mortgage, pledge or charge) in connection with any Property of any Loan Party, whether now existing or acquired by such Loan Party after the date hereof and intended to be subject to the Security (including any insurance thereon), including any such instruments reasonably required as a result of any transaction permitted by this Agreement, and take such further action within its control as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits granted or intended to be granted to the Administrative Agent by the Security Documents and of the rights and remedies therein granted to the Administrative Agent, including the filing of financing statements or other documents under any Applicable Law with respect to Liens created thereby.

7.2.2 Within thirty (30) days after the date on which any Person shall become a Subsidiary of the Parent (other than Immaterial Subsidiaries designated as such in accordance with Section 7.2.4) or shall be designated as a “Guarantor” in accordance with Section 7.2.4 (a “ New Loan Party ”), the Borrower shall cause such New Loan Party to execute and deliver to the Administrative Agent a guarantee in form and substance satisfactory to the Administrative Agent whereby such New Loan Party guarantees all present and future Secured Obligations, and such types of Security Documents as are consistent with the Security Documents delivered as of the Closing Date pursuant to Section 7.1 (and in form and substance similar to the Security Documents previously delivered and otherwise satisfactory to the Administrative Agent) to provide the

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Administrative Agent with a first-priority Lien (subject only to Permitted Liens) in all of the present and future Property of such New Loan Party.

7.2.3 Without limiting the generality of Section 7.2.2, if the New Loan Party is organized in the United States, any state thereof or the district of Columbia, the Borrower shall cause such New Loan Party and the parent entity thereof, as applicable, within the time period referred to in Section 7.2.2, to take all such customary actions as may be necessary or desirable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent perfected Liens (subject to Permitted Liens) in the Equity Interests of such New Loan Party and the Property of such New Loan Party, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law), including, without limitation, by (a) entering into guarantees, pledge agreements, debentures, mortgages, security agreements or other analogous customary security (to the extent otherwise required pursuant to this Article 7 and consistent with the Security Documents delivered pursuant to Section 7.1), (b) entering into customary control or similar arrangements with respect to any deposit account, securities account, commodities account or other bank account, or otherwise enabling the Administrative Agent to take or perfect a security interest with control (subject to the exceptions specified in Section 7.1.1(g)), (c) making filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar central filing office) of the relevant state(s), and filings in the applicable real estate records with respect to real property located in the United States (to the extent otherwise required pursuant to Section 7.1.1(f)); and (d) making filings in (i) the United States Patent and Trademark Office with respect to any U.S. registered patents and trademarks, and (ii) the United States Copyright Office of the Library of Congress with respect to material copyright registrations, in the case of each of (i) and (ii), constituting Collateral.

7.2.4 The Borrower may, by written notice to the Administrative Agent, designate any Subsidiary newly established or acquired after the Closing Date as an “Immaterial Subsidiary” provided that, when taken together with any of such designated Person’s Subsidiaries and each other Subsidiary that has been designated as an “Immaterial Subsidiary” pursuant to this Section 7.2.4, such designated Subsidiary or Subsidiaries represent, in the aggregate, less than [REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]% of Consolidated EBITDA and Consolidated Total Assets of the Parent and its Subsidiaries measured as of the most recently ended Fiscal Quarter reported on pursuant to Sections 9.1.1 and 9.1.2. Any such Subsidiary so designated shall not be required to be a Guarantor nor comply with the requirements of Section 7.2.1. At any time, the Borrower may, at its option by written notice to the Administrative Agent, designate any Immaterial Subsidiary as a “Guarantor”, in which case, the Borrower shall cause such Subsidiary to comply with the requirements of Section 7.2.1. If at any time the Immaterial Subsidiaries (together with any of their respective Subsidiaries) would represent, in the aggregate, [REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]% or more of Consolidated EBITDA or Consolidated Total Assets, of the Parent and its Subsidiaries, the Borrower shall, by written notice to the Administrative Agent, designate one or more of such Subsidiaries as a “Guarantor” and comply with the requirements of Section 7.2.1 such that the designated Immaterial Subsidiaries at no time collectively represent, in the aggregate, [REDACTED. COMPETITIVELY SENSITIVE AND

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PREJUDICIAL INFORMATION.]% or more of Consolidated EBITDA or Consolidated Total Assets.

7.2.5 In connection with the execution and delivery of any guarantee, pledge agreement, debenture, mortgage, hypothec, security agreement or analogous document pursuant to this Section 7.2, the Borrower shall, and shall cause each Guarantor to, deliver to the Administrative Agent such corporate resolutions, certificates, legal opinions and such other related documents as shall be reasonably requested by the Administrative Agent, and consistent with the relevant forms and types thereof delivered on the Closing Date or as shall be otherwise acceptable to the Administrative Agent. Each guarantee, pledge agreement, mortgage, hypothec, security agreement and any other analogous document delivered pursuant to this Section 7.2 shall constitute a Security Document and shall be deemed to be a Loan Document from and after the date of execution thereof.

7.3 Security Effective Notwithstanding Date of Advance

The Liens created under any of the Security Documents shall be effective and the undertakings in the Loan Documents in respect thereto shall be continuing, whether the monies hereby or thereby secured or any part thereof shall be advanced before or after or at the same time as the creation of any such Liens or before or after or upon the date of execution of this Agreement. The Security shall not be affected by any payments on the Loans, by the balance of the Loans fluctuating from time to time or by the accounts established under Section 3.8 ceasing to be in a debit balance, but shall constitute continuing security to the Lenders for the Obligations under or in respect of Advances from time to time.

7.4 No Merger

The Security shall not merge in any other security. No judgment obtained by or on behalf of the Lenders or any of them shall in any way affect any of the provisions of this Agreement or any of the Security Documents. For greater certainty, no judgment obtained by or on behalf of the Lenders or any of them shall in any way affect the obligation of the Borrower to pay interest at the rates, at the times and in the manner provided in this Agreement.

7.5 Cash Management Obligations and Hedging Obligations

In addition to the Obligations, the Security shall secure the following Secured Obligations of the Loan Parties owing to the Secured Parties from time to time:

(a) Cash Management Obligations in respect of cash management services provided by a Lender to a Loan Party at a time when it had a Commitment under a Credit Facility, even if its Commitment has terminated or has been repaid in full or it has assigned or participated its Commitment; and
(b) Hedging Obligations in respect of Hedging Arrangements entered into by a Lender or any Affiliate thereof to a Loan Party at a time when it had a Commitment under a Credit Facility, even if its Commitment has terminated or has been repaid in full or it has assigned or participated its Commitment,
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in each case, on a rateable basis with all of the other Obligations (but only to the extent such Cash Management Obligations or Hedging Obligations were incurred at the time such Lender had a Commitment under a Credit Facility).

7.6 Insurance Proceeds

7.6.1 Provided no Default or Event of Default has occurred and is continuing, all insurance proceeds in respect of the Property of the Loan Parties received by the Administrative Agent as loss payee shall be released to the applicable Loan Party and such Loan Party may apply such proceeds of insurance as it may determine, subject to the requirements of Section 2.7.3.

7.6.2 If a Default or Event of Default has occurred and is continuing, proceeds of insurance in respect of Property of the Loan Parties in the aggregate amount of $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] or more received by the Administrative Agent as loss payee shall be held by the Administrative Agent until such time as the Default or Event of Default is cured. If the Obligations are accelerated pursuant to Section 11.2, all such retained insurance proceeds shall be applied by the Administrative Agent against amounts outstanding hereunder. Any such proceeds of insurance received by the Administrative Agent as loss payee in an aggregate amount below $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] shall be released to the applicable Loan Party on the same terms as Section 7.6.1.

7.7 Survivorship

The provisions of this Article 7 and all other provisions of this Agreement which are necessary to give effect to each of the provisions of this Article 7 shall survive the permanent repayment in full of the Credit Facilities and the termination of all of the Commitments in connection therewith until such time as all of the Secured Obligations have been repaid in full and all of the Commitments of the Lenders and the Administrative Agent in connection therewith have been terminated.

ARTICLE 8 REPRESENTATIONS AND WARRANTIES

8.1 Representations and Warranties

Each Parent Entity and the Borrower represent and warrant to the Administrative Agent and the Lenders as follows and acknowledges that the Administrative Agent and each Lender is relying upon such representations and warranties in entering into this Agreement and in providing and maintaining Advances hereunder:

8.1.1 Incorporation and Status . Each Group Member is: (a) duly incorporated, organized or formed and validly existing under the laws of its jurisdiction of incorporation, organization or formation; and (b) registered or qualified to carry on business in each jurisdiction in which it carries on business or owns, leases or operates Property, except where failure to be so registered or qualified could not reasonably be expected to result in a Material Adverse Effect.

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8.1.2 Power and Capacity . Each Group Member has the corporate, partnership or other constitutional power and capacity to own and operate its Property and to carry on its business, and each Loan Party has the corporate, partnership or other constitutional power and capacity to enter into each of the Loan Documents to which it is a party and to do all acts and things as are required or contemplated hereunder or thereunder to be done, observed and performed by it.

8.1.3 Due Authorization . Each Loan Party has taken all necessary corporate, partnership and other action to authorize the execution, delivery and performance of each of the Loan Documents to which it is a party.

8.1.4 No Breach . The execution and delivery by each Loan Party, and the performance by it of its obligations under the Loan Documents to which it is a party, does not and will not contravene, breach or result in any default under (a) its articles, by-laws, partnership agreement or other constating documents, (b) any agreement pursuant to which Material Indebtedness has been incurred, (c) any Material Permit, in each case, to which it is a party or by which it or any of its Property is bound, or (d) Applicable Law, where any such contravention or breach referred to in clause (d) of this Section 8.1.4 could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

8.1.5 Enforceability . Each of the Loan Documents constitutes, or upon execution and delivery will thereupon constitute, a valid and binding obligation of each Loan Party party thereto, enforceable against each of them in accordance with its terms, subject to (a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (c) implied covenants of good faith and fair dealing.

8.1.6 Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority or third party (other than a Loan Party) is or will be required for the execution, delivery or performance of each Loan Document to which the Loan Parties is a party, except for (a) the filing of PPSA financing statements, (b) filings with the Canadian Intellectual Property Office, (c) registration of the real property debentures or mortgages in the appropriate registry office, (d) such as have been made or obtained and are in full force and effect, (e) in the case of third party actions, consents or approvals, any such actions, consents and approvals the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect, and (f) filings or other actions listed on Schedule 8.1.6 and any other filings, registrations, notarizations or notifications required by the Security Documents to perfect the security interests created by the Security Documents or required to achieve the relevant priority for all Liens created by such Security Documents.

8.1.7 Perfection of Security Interests . All filings and other actions necessary to perfect and protect the Security have been or, in the case of such filings or actions to be taken after the Closing Date in accordance with Article 7, will be duly made or taken and, upon completion of any such registration after the Closing Date, will be in full force and effect, and the Security Documents create in favour of the Administrative Agent for the benefit of the Lenders and the other Secured Parties a valid and, together with such filings and other actions, perfected first

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priority Lien on the Collateral (subject only to Permitted Liens), securing the payment of the Secured Obligations.

8.1.8 Financial Statements . The annual audited consolidated financial statements of the Parent and interim unaudited consolidated financial statements of the Parent provided to the Lenders from time to time prior to and after the Closing Date were or will, when delivered, be prepared in accordance with GAAP consistently applied throughout the periods covered thereby and present fairly in all material respects the consolidated financial position of the Parent and the results of its operations and cash flows for the period covered thereby (subject to year-end adjustments and the absence of footnotes in the case of interim financial statements).

8.1.9 Litigation . As of the Closing Date, Schedule 8.1.9 sets forth a complete list and a description of any litigation, arbitration, administrative or regulatory proceedings that, if adversely determined, could reasonably be expected to result in liability for any Group Member in excess of $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]. There are no litigation, arbitration, administrative or regulatory proceedings outstanding, pending or, to the knowledge of the Parent and the Borrower, threatened in writing against any Group Member or any of their respective Property that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

8.1.10 Compliance with Laws . Each Group Member is in compliance in all material respects with all Applicable Laws.

8.1.11 Corporate Structure . As of the Closing Date, the Parent has no direct or indirect Subsidiaries other than as identified on Schedule 8.1.11. As of the Closing Date, the capital structure of the Parent and its Subsidiaries, including the direct beneficial owners of all of the issued and outstanding Equity Interests of such Subsidiaries, is set out in Schedule 8.1.11. As of the Closing Date, no Person (other than a Loan Party) has any right or option to purchase or otherwise acquire any of the issued and outstanding Equity Interests of any Group Member (other than the Parent). The ownership of Equity Interests of the Parent by Permitted Holders immediately prior to the IPO is set out in Schedule 8.1.11.

8.1.12 Relevant Jurisdictions . As of the Closing Date, Schedule 8.1.12 correctly sets forth with respect to each Loan Party: (a) its jurisdiction of incorporation, organization or formation, as applicable; (b) its chief executive office and registered office; and (c) the jurisdictions in which any of its tangible or movable Property having an aggregate value in excess of $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] is located (clauses (a), (b) and (c), the “ Relevant Jurisdictions ”).

8.1.13 Ownership of Property . Each Group Member has good and valid title to its owned Property and good leasehold title to all Property subject to leases, in each case, free and clear of all Liens other than Permitted Liens. The Property owned by the Group Members is sufficient in order for the business of the Group Members to be carried on as currently conducted.

8.1.14 Taxes . Each Group Member has timely filed or caused to be filed all material Tax returns which, to the Parent’s and the Borrower’s knowledge, are required to have been filed, and has paid or caused to be paid all material Taxes shown to be due and payable on such returns or

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on any assessments or reassessments made against it or any of its Property and all other material Taxes, fees or other charges imposed on it or any of its Property by any Governmental Authority (other than those the amount or validity of which is subject to a Good Faith Contest). As of the Closing Date and except as set forth in Schedule 8.1.14, there is no action, suit, proceeding, investigation, audit or claim now pending or, to the knowledge of the Parent and the Borrower, threatened by any authority regarding any Taxes relating to any Group Member which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

8.1.15 Environmental Matters .

8.1.15.1 All Property, facilities and equipment thereon owned, leased, used or operated by a Group Member have been, and from and after the Closing Date, will be owned, leased, used or operated, and each of the Group Members is, in compliance with all Environmental Laws, except where any such noncompliance could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

8.1.15.2 There are no pending or, to the knowledge of the Parent and the Borrower threatened complaints, notices, claims, actions, investigations, prosecutions, orders or requests for information with respect to any actual or alleged Environmental Liability of, including any violation of Environmental Law by, any Group Member, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

8.1.15.3 Each Group Member has all permits, licenses and any other approvals of any Governmental Authority necessary for its respective business, properties and operations to comply with all Environmental Laws (“ Environmental Permits ”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, except where any such noncompliance or non-possession could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

8.1.15.4 To the knowledge of the Parent and the Borrower, there has been no Release of Hazardous Substances by a Group Member at, on, under or from any Property now or previously owned, leased, used or operated by a Group Member that could reasonably be expected to result in a Material Adverse Effect.

8.1.15.5 To the knowledge of the Parent and the Borrower, no conditions, facts or circumstances exist at, on or under any Property owned, leased, used or operated by any Group Member which, with the passage of time, or the giving of notice or both, could reasonably be expected to give rise to an Environmental Liability that could reasonably be expected to result in a Material Adverse Effect.

8.1.16 Insurance . Each Group Member maintains insurance (including business interruption insurance, property insurance and general liability insurance) with responsible insurance carriers and in such amounts and covering such risks as have been determined by the Borrower to be appropriate and prudent in the circumstances (and, in any event, as required by Section 9.2.10). All such insurance policies are in full force and effect, all premiums with respect thereto have been paid in accordance with their respective terms, and no notice of cancellation or

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termination has been received with respect to any such policy. No Group Member maintains any formalized self-insurance program with respect to its Property or operations or material risks with respect thereto, except with respect to such risks with respect to which companies of established reputation engaged in the same general line of business in the same general area usually self-insure. The certificate of insurance delivered to the Administrative Agent pursuant to Section 10.1(o) contains an accurate and complete description of all insurance policies (other than the Specified Tax Insurance Policy) owned or held by the Group Members as of the Closing Date.

8.1.17 Default . No Default or Event of Default has occurred and is continuing.

8.1.18 Material Adverse Effect . Since the date of the most recent audited financial statements of the Parent delivered to the Lenders, there has been no event or circumstance that individually or in the aggregate with other events or circumstances, has had or could reasonably be expected to have a Material Adverse Effect.

8.1.19 Intellectual Property .

8.1.19.1 As of the Closing Date, all material registered Intellectual Property owned by the Group Members is listed on Schedule 8.1.19. All such Intellectual Property is owned by a Loan Party.

8.1.19.2 Except (a) as set forth in Schedule 8.1.19 or (b) in respect of any other acts, omissions, events or circumstances that would not reasonably be expected to have a Material Adverse Effect, (i) the Loan Parties own, or possess the right to use, all Intellectual Property necessary for the Group Members to conduct their respective businesses free and clear of all Liens other than Permitted Liens, (ii) to the knowledge of the Parent and the Borrower, none of the Group Members are infringing upon, misappropriating or otherwise violating any Intellectual Property of any Person, and (iii) to the knowledge of the Parent and the Borrower, (A) no claim or litigation regarding any of the Intellectual Property owned by the Group Members is pending and (B) no claim or litigation regarding any other Intellectual Property described in the foregoing clauses (i) and (ii) is pending.

8.1.19.3 There has been no material violation (or asserted violation) by a Group Member of the terms and conditions governing such Group Member’s use of any material licensed Intellectual Property.

8.1.20 Indebtedness . After giving effect to the repayment of the Existing Credit Facilities on the Closing Date, no Group Member has any Indebtedness that is not Permitted Indebtedness.

8.1.21 Books and Records . All books and records of each Group Member have been fully, properly and accurately kept and completed in accordance with GAAP (to the extent applicable) in all material respects, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein.

8.1.22 Material Permits. As of the Closing Date, Schedule 8.1.22 lists each Material Permit. As of the Closing Date, except as set forth on Schedule 8.1.22, each Material Permit is in

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full force and effect, no Material Permit is subject to any material dispute, and no material breach, non-compliance or default has occurred and is continuing in respect of any Material Permit. Each Material Permit is held by a Loan Party.

8.1.23 Material Indebtedness.

8.1.23.1 As of the Closing Date, Schedule 8.1.23 sets forth a list and description of all Material Indebtedness. A true and complete copy of the principal agreements governing all such Material Indebtedness has been delivered to the Administrative Agent.

8.1.23.2 Each Group Member is in compliance in all material respects with the Material Indebtedness to which it is party, and no Group Member has received written notice from the counterparty thereto asserting or alleging that any material default on the part of such Group Member has occurred and is continuing in respect of any Material Indebtedness.

8.1.24 Real Property.

8.1.24.1 As of the Closing Date, Schedule 8.1.24 sets forth the particulars of all real property owned by each Group Member. As of the Closing Date, the applicable Group Member has good and marketable title to such real property, free and clear of all Liens other than Permitted Liens.

8.1.24.2 As of the Closing Date, Schedule 8.1.24 sets forth the particulars of all real property leased by a Group Member, specifies whether such location is in respect of a store, warehouse or office location and in the case of each store, whether such store is operated by the Group Member or by a Franchisee. As of the Closing Date, with respect to each such leased location, the applicable Group Member has good and valid rights to use and occupy the demised premises pursuant to a good and marketable leasehold or subleasehold interest.

8.1.25 Plans . As of the Closing Date, except as set forth on Schedule 8.1.25, no Loan Party maintains or contributes to any Canadian Pension Plan or U.S. Plan. No Loan Party sponsors, maintains, contributes to or is required to contribute to a Canadian Pension Plan which contains a “defined benefit provision” as defined in subsection 147.1(l) of the Tax Act. All Canadian Pension Plans are, and have been, established, registered, administered and funded, where applicable, in all material respects in accordance with the terms of such Canadian Pension Plans, including the terms of the material documents that support such Canadian Pension Plans, and all Applicable Law. To the knowledge of the Parent and the Borrower, no event has occurred respecting any Canadian Pension Plan which would result in the revocation of the registration, if applicable, of such Canadian Pension Plan. There are no outstanding disputes concerning the assets of any of the Canadian Pension Plans which could reasonably be expected to result in a Material Adverse Effect. No promises of benefit improvements under any of the Canadian Pension Plans have been made except where such improvement could not reasonably be expected to result in a Material Adverse Effect. All employer and employee payments or contributions required to be made or paid by a Group Member to the Canadian Pension Plans have been made on a timely basis in accordance with the terms of such plans and all Applicable Laws. Except as would not reasonably be expected,

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individually or in the aggregate, to have a Material Adverse Effect, no ERISA Event has occurred or is reasonably expected to occur.

8.1.26 Labour and Employment Matters .

8.1.26.1 As of the Closing Date, except as set forth on Schedule 8.1.26, no Group Member, nor any of their respective employees, is subject to any collective bargaining agreement. There are no strikes, slowdowns, work stoppages or controversies pending or, to the best knowledge of the Parent and the Borrower, threatened against any Group Member, or their respective employees, which would reasonably be expected to, either individually or in the aggregate, result in a Material Adverse Effect. There are no unfair labour practices or other material written complaints, grievances or arbitration proceedings pending or outstanding, or to the knowledge of the Parent and the Borrower (after due inquiry), threatened against any Group Member which would reasonably be expected, individually or in aggregate, to result in a Material Adverse Effect.

8.1.26.2 Each Group Member has in all material respects withheld from each payment to each of its officers, directors and employees the amount of all Taxes, including income tax, employment insurance and other payments and deductions required to be withheld therefrom under Applicable Law, and has paid the same to the proper taxation or other receiving authority in accordance with Applicable Law.

8.1.27 Anti-Money Laundering, Sanctions, Anti-Corruption, etc .

8.1.27.1 No Group Member is in violation of any Anti-Money Laundering Law or engages in or conspires 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 Anti-Money Laundering Law.

8.1.27.2 No Group Member nor, to the knowledge of the Parent and the Borrower, any director, officer, agent or employee of a Group Member is a Sanctioned Person or is in violation of Sanctions Regulations. No Advance pursuant to this Agreement will be used, directly or indirectly, for the benefit of, or as payment to, any Sanctioned Person or in violation of Sanctions Regulations.

8.1.27.3 No Group Member nor, to the knowledge of the Parent and the Borrower, any director, officer, agent, employee or other Person acting on behalf of any Group Member, has taken any action, directly or indirectly, that would result in a violation by such Person of any Anti-Corruption Law. No part of the proceeds of the Advances will be used, directly or indirectly, in violation of any Anti-Corruption Law, including for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity in violation of any Anti-Corruption Law.

8.1.28 Solvency . The Parent and its Subsidiaries (on a consolidated basis) (a) have, and immediately after giving effect to any requested Advance, will have (i) property with fair value greater than the total amount of their debts and liabilities, contingent, subordinated or otherwise,

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and (ii) assets with present fair salable value not less than the amount that will be required to pay their liability on their debts as they become absolute and matured, and (b) (i) are, and immediately after giving effect to any requested Advance, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as they become absolute and matured and (ii) are not, and immediately after giving effect to any requested Advance, will not be engaged in business or a transaction, and are not about to engage in business or a transaction, for which their property would constitute an unreasonably small capital. For purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

8.1.29 Ranking .

8.1.29.1 The Obligations constitute “Senior Indebtedness” or “First Lien Debt” (or equivalent thereof) under the documentation governing any Material Indebtedness of any Group Member permitted to be incurred hereunder constituting Indebtedness that is subordinate in right of payment to the Obligations.

8.1.29.2 Prior to entering into the LC Facility Agreement, the Borrower will have delivered to Administrative Agent (a) a complete and correct copy of the LC Facility Agreement (including all material schedules, exhibits, amendments, supplements, modifications, assignments and other material documents delivered pursuant thereto or in connection therewith) and (b) a copy of the Intercreditor Agreement duly executed by the Loan Parties party thereto and the LC Facility Agent. All Secured Obligations will, except with respect to any Specified Collateral, be entitled to the benefits of the Lien subordination provisions contained in the Intercreditor Agreement.

8.1.30 Franchise Matters.

8.1.30.1 As of the Closing Date, Schedule 8.1.30 contains a complete and correct list of all Franchisees, the premises from which their franchised businesses are conducted and the dates of their respective Franchise Agreements.

8.1.30.2 Except as set forth in Schedule 8.1.30: (a) as of the Closing Date, to the knowledge of the Parent and the Borrower (other than immaterial defaults that give rise to no right to take action as against such Franchisee) no Franchisee is in material default with respect to the payment of any royalty, marketing or other fee due to any Group Member in connection with their respective Franchise Agreement and, to the knowledge of the Parent and the Borrower, no Franchisee is in default of any non-monetary material obligation (including the obligation to effect and maintain insurance) in connection with such Franchise Agreement; (b) none of the Franchise Agreements contains any grant of exclusive rights to a territory designated therein which conflicts, or potentially conflicts, with any grant of exclusive rights to a territory granted under any other Franchise Agreement; and (c) as of the Closing Date, none of the current Franchise disclosure documents contain a material misrepresentation.

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8.1.30.3 Except as set forth in Schedule 8.1.30, as of the Closing Date no current Franchisee has given written notice to a Group Member’s management during the six (6) month period before the Closing Date of its intention to rescind or terminate (with or without cause) any Franchise Agreement.

8.1.30.4 Schedule 8.1.30 contains a true and complete list of all Franchise retail outlets of each Loan Party as of the Closing Date.

8.1.30.5 Subject to the possibility of a de minimus number of Franchise Agreements that do not permit the assignment of such agreement by the franchisor without restriction, and except for any restrictions imposed by Applicable Law, the Franchise Agreements may be assigned by the Loan Parties, their assigns or by a receiver appointed pursuant to the Security Documents without restriction and without requiring the consent of the Franchisees.

8.1.31 Specified Tax Insurance Policy . Each insured party thereunder is in compliance in all material respects with the terms and conditions and its respective obligations under the Specified Tax Insurance Policy, and each representation made to the Specified Insurance Carriers pursuant to the representations letter attached thereto were true and correct at the time such representation was made.

8.1.32 Federal Reserve Regulations. Neither the making of any Advance hereunder nor the use of the proceeds thereof will violate the provisions of Regulation T, Regulation U or Regulation X of the Board. 8.1.33 Investment Company Act. No Loan Party is required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

8.1.34 Completeness of Disclosure .

8.1.34.1 All written factual information (other than the projections, forward looking information and information of a general economic nature or general industry nature) (the “ Information ”) concerning the Group Members, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto).

8.1.34.2 The projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Parent or the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions

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contemplated hereby have been prepared in good faith based upon assumptions believed by the Parent and the Borrower to be reasonable as of the date thereof (it being understood that such projections are as to future events and are not to be viewed as facts, such projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such projections and information were furnished to the Lenders.

8.2 Survival and Repetition of Representations and Warranties

The representations and warranties set out in Section 8.1 shall survive the execution and delivery of this Agreement and all other Loan Documents and will be deemed to be repeated by the Borrower as of each Borrowing Date, Rollover Date and Conversion Date, except for those representations expressly stated to be made as of an earlier date, and except to the extent that, on or prior to such date, the Borrower has advised the Administrative Agent in writing of a variation in any such representation or warranty and the Required Lenders have approved such variation.

ARTICLE 9 COVENANTS

9.1 Reporting

So long as any Obligations remain outstanding or so long as the Borrower has the right to utilize the Credit Facilities, the Borrower covenants and agrees to and in favour of the Administrative Agent and the Lenders that:

9.1.1 Financial Reporting . The Borrower shall deliver to the Administrative Agent:
(a) quarterly unaudited consolidated financial statements of the Parent, within forty-five (45) days of the end of each of the first three (3) Fiscal Quarters of each Fiscal Year, showing the consolidated financial position of the Parent as of the close of such Fiscal Quarter and the consolidated results of operations during such Fiscal Quarter and the then-elapsed portion of such Fiscal Year, and setting forth in comparative form the corresponding figures for the corresponding periods of the prior Fiscal Year; provided, however, that such materials required to be delivered pursuant to this clause (a) shall be deemed delivered for purposes of this Agreement when posted by the Parent to the SEDAR system (or equivalent regulatory body in the relevant jurisdiction) and written notice of such posting has been delivered to the Administrative Agent;
(b) annual consolidated financial statements of the Parent within ninety (90) days of the end of each Fiscal Year showing the consolidated financial position of the Parent as of the close of such Fiscal Year and the consolidated results of operations during such Fiscal Year, and setting forth in comparative form the corresponding figures for the prior Fiscal Year, together with an audit opinion by independent accountants of recognized national standing (which opinion shall not be subject to an Impermissible Qualification); provided, however, that such materials required
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to be delivered pursuant to this clause (b) shall be deemed delivered for purposes of this Agreement when posted by the Parent to the SEDAR system (or equivalent regulatory body in the relevant jurisdiction) and written notice of such posting has been delivered to the Administrative Agent;

(c) concurrently with the delivery of the financial statements contemplated in clause (a) and (b) above;
(i) a Compliance Certificate in respect of such Fiscal Quarter or Fiscal Year, as the case may be, which Compliance Certificate shall include (A) the calculation and uses of the Cumulative Credit for the fiscal period then ended and (B) where applicable, a calculation of Excess Cash Flow in respect of any applicable Excess Cash Flow Period in accordance with the definition thereof;
(ii) a management’s discussion and analysis in respect of such Fiscal Quarter or Fiscal Year, as the case may be;
(d) within ninety (90) days of the end of each Fiscal Year, an annual business plan which shall include financial projections (including a consolidated balance sheet, income statement and statement of cash flows), prepared on an annual basis for the then-current Fiscal Year; and
(e) promptly following delivery thereof to shareholders, copies of all materials distributed to the shareholders generally of the Parent; provided, however, that such materials required to be delivered pursuant to this clause (e) shall be deemed delivered for purposes of this Agreement when posted to the website of the Parent or the SEDAR system (or equivalent regulatory body in the relevant jurisdiction) and written notice of such posting has been delivered to the Administrative Agent.

9.1.2 Notice of Certain Matters . The Borrower shall, as soon as practicable and in any event within one (1) Business Day in the case of clause (a) or three (3) Business Days in all other cases, after a Responsible Officer obtains actual knowledge of the same, give written notice to the Administrative Agent of:

(a) any Default or Event of Default;
(b) any material regulatory investigation related to Anti-Money Laundering Laws, Sanctions Regulations or Anti-Corruption Laws involving a Group Member;
(c) any occurrence or event which has had or could reasonably be expected to have a Material Adverse Effect;
(d) the occurrence of any ERISA Event that, together with all other ERISA Events that have occurred, has had or could reasonably be expected to have a Material Adverse Effect;
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(e) (i) the imposition of any assessment by CRA or the posting of any collateral in favour of CRA with respect to any Covered Tax Assessment, and (ii) any exchange of material correspondence with CRA relating to the audit or otherwise in respect of the Covered Tax Assessment, together with copies of such correspondence; and
(f) (i) the occurrence of a Specified Policy Trigger Event, but without regard to the provisos in clauses (c) or (g) of such definition, and (ii) pursuant to either of such provisos, any reduction of the commitments under the LC Facility Agreement, any cash collateralization or reduction of letters of credit thereunder, the repayment of any loans thereunder, or the replacement of Specified Tax Insurance Carriers.

9.1.3 Notice of Other Matters . The Borrower shall, as soon as practicable and in any event within ten (10) Business Days after a Responsible Officer obtains actual knowledge of the same, give written notice to the Administrative Agent of:

(a) the initiation (or any material adverse development related thereto) of any litigation, arbitration, administrative or regulatory proceeding against any Group Member or any of their respective Property which, if adversely determined, could reasonably be expected to (i) result in a liability in excess of $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] (whether or not covered by insurance) or (ii) cause a Material Adverse Effect;
(b) any pension liability which could reasonably be expected to (i) result in a liability in excess of $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] or (ii) result in Material Adverse Effect;
(c) the receipt by any Group Member of any notice of material non-compliance with or material violation of any Environmental Laws; the Release by any Group Member or by any other Person at, on, under, into, near or from any Property of a Group Member where such Release could reasonably be expected to result in an Environmental Liability to the Group Members in excess of $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] or result in a Material Adverse Effect; and the receipt by any Group Member of any notice of any Environmental Liability where the liability could reasonably be expected to result in liability in excess of $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] or result in a Material Adverse Effect; and
(d) the incurrence of (or Refinancing of) any Material Indebtedness.

9.1.4 Other Information . As soon as practicable following a written request therefor from the Administrative Agent, the Borrower shall, and shall cause each applicable Group Member to, furnish to the Administrative Agent and each of the Lenders such other information (including (i) such other financial, operating statements, reports and other information relating to the Collateral and (ii) not more frequently than once per Fiscal Year provided no Event of Default has occurred and is continuing, updated versions of Schedule 8.1.11 (Corporate Structure), Schedule 8.1.14 (Tax Matters), Schedule 8.1.23 (Material Indebtedness), and Schedule 8.1.30

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(Franchise Matters) (solely with respect to updates to the disclosure required by Sections 8.1.30.1 and 8.1.30.4.) without the references to such Schedules being as of the “Closing Date”) as the Administrative Agent or the Lenders may reasonably request from time to time.

9.2 Affirmative Covenants

So long as any Obligations remain outstanding or so long as the Borrower has the right to utilize the Credit Facilities, each Parent Entity and the Borrower covenant and agree to and in favour of the Administrative Agent and the Lenders that it shall, and shall cause each other Group Member (or Loan Party, where so specified) to:

9.2.1 Punctual Payment . Pay or cause to be paid all Obligations on the dates and in the manner specified herein or in any other applicable Loan Document.

9.2.2 Existence and Conduct of Business . Do or cause to be done all things necessary or desirable to maintain the corporate, partnership or other existence of each Group Member in its jurisdiction of incorporation, organization or formation (except as permitted by Section 9.3.6), to maintain the corporate, partnership or other constitutional power and capacity of each Group Member to own its respective Property and (in the case of each Loan Party) to perform its respective obligations under the Loan Documents to which it is a party, and to carry on its respective business in accordance with Applicable Law in a commercially reasonable manner.

9.2.3 Maintenance of Property . Keep and maintain all Property material to the conduct of the business in good working order and condition, ordinary wear and tear excepted, as would a prudent owner of comparable Property and, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, do or cause to be done all things necessary to lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, Intellectual Property, licenses and rights with respect thereto necessary to the normal conduct of its business and to the extent required to ensure that the business carried on in connection therewith, if any, may be lawfully conducted at all times (in each case, except as permitted by this Agreement).

9.2.4 Compliance with Laws . (a) Comply with all Anti-Money Laundering Laws, AntiCorruption Laws and Sanctions Regulations, and (b) comply with the requirements of all other Applicable Laws, including Environmental Laws, except in the case of clause (b) where failure to do so could not reasonably be expected to cause a Material Adverse Effect.

9.2.5 Material Permits . Maintain each Material Permit to which it is a party in full force and effect (subject to expiry at scheduled maturity) and perform and observe in all material respects all terms and provisions thereof to be performed or observed by it. 9.2.6 Records . Keep adequate records and books of account in which accurate and complete entries shall be made in accordance with GAAP reflecting all transactions required to be reflected by GAAP.

9.2.7 Inspection . Permit authorized representatives of the Administrative Agent, upon reasonable notice, from time to time, but not more than once in any Fiscal Year, to visit and inspect

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its premises and Property during normal business hours and examine and obtain copies of its records or other information, and discuss its affairs with the auditors, counsel and other professional advisors, and the Borrower shall pay all reasonable costs and expenses of the same; provided that nothing in this subsection shall restrict the ability of authorized representatives of the Administrative Agent to make such visits, inspections and examinations at any time, at the Borrower’s expense, upon the occurrence and continuance of an Event of Default.

9.2.8 Taxes . (a) File all material Tax returns which are to be filed by such Group Member from time to time, and (b) timely pay and discharge all material Tax liabilities (including interest and penalties) before the same shall become delinquent or be in default, except where the validity or amount thereof is subject to a Good Faith Contest.

9.2.9 Environmental Compliance .

9.2.9.1 Comply with, use and operate, and cause all lessees and other Persons operating or occupying the Properties owned, leased, used or operated by a Group Member to comply with, and use and operate all such Properties and related facilities and equipment in compliance with, all Environmental Laws in all material respects.

9.2.9.2 Obtain and renew all material permits required by Environmental Laws to carry on the business and for its operations, Properties, facilities and equipment, and maintain all such permits in good standing and full force and effect.

9.2.9.3 Conduct all Environmental Activities, including any handling of Hazardous Substances in compliance with all Environmental Laws in all material respects.

9.2.9.4 If any Remedial Work is required pursuant to any Environmental Laws, including through an order or direction of a Governmental Authority, or as a result of, or in connection with any Release or threatened Release of Hazardous Substances, commence, at its sole expense, the performance of, or cause to be commenced, and thereafter diligently complete, the performance of all such Remedial Work, unless the requirement to complete such Remedial Work is subject to a Good Faith Contest.

9.2.10 Insurance .

9.2.10.1 Insure and keep its Property fully insured against such perils, in such amounts and in such manner as would be customarily insured by companies carrying on a similar business and owning similar property, and with such financially sound and reputable insurance companies as it or the Borrower may select. With respect to any such liability insurance policies, such insurance policies (other than the Specified Tax Insurance Policy) shall record the Administrative Agent as additional insured. With respect to any such property insurance policies, the Borrower shall, and shall cause each other Loan Party to, obtain endorsements to their respective insurance policies, showing loss payable to the Administrative Agent, as first loss payee and evidencing that such insurance policies are subject to the standard mortgage clause approved by the Insurance Bureau of Canada, and containing such provisions that such policies will not be cancelled without thirty (30) days (or such other timeframe as the parties mutually agree) prior written notice having been

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given by the insurance company to the Administrative Agent. The Borrower shall, and shall cause each Group Member to, comply with all terms and conditions of all insurance policies issued in respect of their respective Property. If any Group Member defaults in so insuring its Property as is required under this Section, the Administrative Agent may, after five (5) Business Days’ notice to the Borrower, at the option of the Administrative Agent, effect and pay the premiums for such insurance and the Borrower shall reimburse the Administrative Agent for any premiums so paid with interest thereon at the then applicable interest rate with respect to Prime Rate Loans. Notwithstanding the foregoing, the Parent and its Subsidiaries may self-insure with respect to such risks with respect to which companies of established reputation engaged in the same general line of business in the same general area usually self-insure.

9.2.10.2 If any portion of any owned real property required to be mortgaged in favour of the Administrative Agent pursuant to Section 7.1.1(f)(ii) in the United States is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under applicable flood insurance laws, (a) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount not less than the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Reform Act of 1994 and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to applicable flood insurance laws and (b) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including a copy of the flood insurance policy and declaration page relating thereto.

9.2.10.3 Maintain the Specified Tax Insurance Policy with the Specified Tax Insurance Carriers in such amounts and against such risks, and subject to such terms, conditions, exclusions, riders (if any) and endorsements (if any), as is in effect on the Closing Date, and comply in all material respects with the terms thereof.

9.2.11 Canadian Pension Plans . Comply with and perform in all material respects all of its obligations under and in respect of each Canadian Pension Plan, including under any material documents that support such Canadian Pension Plan and all Applicable Laws relating thereto; provided that all employer or employee payments, contributions or premiums required to be remitted, paid to or in respect of each Canadian Pension Plan shall be paid or remitted by such Group Member in a timely fashion in accordance with the terms thereof, any funding agreements and all Applicable Laws.

9.2.12 Cash Management . From and after the date that is one hundred twenty (120) days after the Closing Date (or such later date to which the Administrative Agent may in its discretion agree), maintain its cash management arrangements with one or more Lenders. 9.2.13 Use of Proceeds . Use the proceeds of the Credit Facilities solely in the manner contemplated by Section 2.4.

9.2.14 Intellectual Property . Own and continue to own or license all material Intellectual Property required for it to carry on its business; provided, that this Section 9.2.14 shall not prohibit

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any Disposition of material Intellectual Property (a) in connection with a Permitted Disposition (or a series of related transactions constituting a Permitted Disposition) of Property, including Equity Interests of Subsidiaries, or (b) in connection with the granting of a Permitted Lien.

9.2.15 Reporting Issuer Status . In the case of the Parent only, maintain its status as a reporting issuer in good standing under applicable Securities Laws.

9.3 Negative Covenants

So long as any Obligations remain outstanding or so long as the Borrower has the right to utilize the Credit Facilities, each Parent Entity and the Borrower covenants and agrees to and in favour of the Administrative Agent and the Lenders that it shall not, and shall not permit any other Group Member (or Loan Party, where so specified) to:

9.3.1 Indebtedness . Create, incur, assume or suffer to exist any Indebtedness, other than Permitted Indebtedness.

9.3.2 Liens . Grant, create, incur, assume or suffer to exist any Lien on any of its Property, other than Permitted Liens.

9.3.3 Restricted Payments . Declare or make any Restricted Payments other than Permitted Restricted Payments, provided that no Permitted Restricted Payment may be made if a Default or Event of Default has occurred and is continuing or would result from such payment.

9.3.4 Disposition of Property . Dispose of any Property to any Person, other than Permitted Dispositions.

9.3.5 Investments . Make, acquire or hold any Investment, other than Permitted Investments.

9.3.6 Fundamental Changes . (a) Merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, (b) dispose of (in one transaction or in a series of transactions) all or substantially all of its Property, whether now owned or hereafter acquired, or (c) liquidate, dissolve or be wound up; except that, if at the time thereof and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing:

(i) any Loan Party may merge into, or amalgamate or consolidate with, any other Loan Party;
(ii) any Loan Party may sell, transfer or otherwise dispose of its Property (including, for the avoidance of doubt, any Equity Interests held by it) to, or liquidate, dissolve or wind up into, any other Loan Party;
(iii) the Borrower or any Subsidiary Loan Party may merge or amalgamate with any Person in connection with a Permitted Business Acquisition if either (A) such Subsidiary Loan Party shall be the continuing or surviving Person in such merger or amalgamation, or (B) the continuing or surviving Person
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in such merger or amalgamation shall be governed by the laws of Canada, the United States, or any province or state thereof and simultaneously with the consummation of such merger or amalgamation, become a Subsidiary Loan Party having all the responsibilities and obligations of the Subsidiary Loan Party so merged or amalgamated, and deliver the documents required by Sections 7.2.1 and 7.2.5; and

(iv) any Non-Loan Party Subsidiary may merge into, amalgamate or consolidate with, transfer all or substantially all of its assets to, or liquidate, dissolve or wind up into (A) a Non-Loan Party Subsidiary, or (B) a Loan Party, provided that, in the case of any such merger or amalgamation with a Loan Party, a Loan Party shall be the surviving or the resulting Person in such merger or amalgamation;

provided that any merger or amalgamation involving a Loan Party pursuant to this Section 9.3.6 shall not be permitted unless the continuing or surviving Person confirms to the Administrative Agent in writing that it is liable, by operation of law or otherwise, for the obligations of the original Loan Party under the Loan Documents to which such Loan Party is a party and provides such confirmatory documents and legal opinions as the Administrative Agent reasonably requests in connection therewith.

9.3.7 Restrictive Agreements . Directly or indirectly enter into, incur or be a party or subject to any agreement or other arrangement (including pursuant to its constating documents) that prohibits, restricts or imposes any condition upon:

(a) its ability to create, incur or permit to exist any Lien in favour of the Administrative Agent and the Lenders upon any of its Property;
(b) in the case of a Subsidiary of the Borrower, its ability to make Restricted Payments to the holders of its Equity Interests; or
(c) in the case of a Guarantor, its ability to provide a guarantee of the Secured Obligations, or to make or repay any loan or advance to any Loan Party,

provided, that the foregoing shall not apply to:

(i) restrictions and conditions imposed by Applicable Law or by this Agreement or the other Loan Documents;
(ii) contractual encumbrances or restrictions in effect on the Closing Date, including under Indebtedness existing on the Closing Date and set forth on Schedule 8.1.20, and any amendment, modification, supplement, replacement or refinancing of such agreements or instruments that does not materially expand the scope of any such encumbrance or restriction (as determined in good faith by the Borrower);
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(iii) any restriction imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary pending the closing of such sale or disposition;
(iv) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business;
(v) any restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such restrictions apply only to the Property securing such Indebtedness;
(vi) any restrictions imposed by any agreement relating to Material Indebtedness or Permitted Refinancing Indebtedness in respect thereof, to the extent such restrictions are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (in each case as determined in good faith by the Borrower);
(vii) customary provisions contained in leases or licenses of Intellectual Property and other similar agreements entered into in the ordinary course of business;
(viii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest;
(ix) customary provisions restricting assignment of any agreement entered into in the ordinary course of business;
(x) customary restrictions and conditions contained in documentation relating to any Lien, so long as (A) such Lien is a Permitted Lien and such restrictions or conditions relate only to the specific Property subject to such Lien, and (B) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 9.3.7;
(xi) any agreement in effect at the time a Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary; and
(xii) any encumbrances or restrictions of the type referred to in clauses (ii) through (xi) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of or similar arrangements to the contracts, instruments or obligations referred to in clauses (ii) through (xi) above; provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings or similar arrangements are, in the good faith judgment of the Borrower, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment
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restrictions as contemplated by such provisions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement, refinancing or similar arrangement.

9.3.8 Hedging Arrangements . Engage in or enter into any Hedging Arrangements except in the normal course of business and not for speculative purposes, and provided that all such permitted Hedging Arrangements shall be with a Lender or an Affiliate of a Lender.

9.3.9 Transactions with Affiliates . Dispose of any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise make payments to or engage in any other transactions or arrangements with, any of its Affiliates, involving aggregate consideration in any transaction (or series of related transactions) in excess of $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.], except in the ordinary course of business at prices and on terms and conditions at least as favourable to it as could be obtained on an arm’slength basis from unrelated third parties; provided that this Section 9.3.9 shall not prohibit, to the extent otherwise permitted under this Agreement:

(a) transactions between or among the Loan Parties (or any entity that becomes a Loan Party as a result of such transaction (including via merger, consolidation or amalgamation in which the Loan Party is the surviving or resulting entity)) but not involving any other Affiliate;
(b) any issuance of Equity Interests, or other payments, awards or grants in cash, Equity Interests or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, stock options and stock ownership plans approved by the board of directors of the Parent;
(c) loans or advances to employees or consultants of each Group Member to the extent permitted by clause (h) of the definition of “Permitted Investments”;
(d) the payment of fees, reasonable out-of-pocket costs and indemnities to directors, officers, consultants and employees of the Group Members in the ordinary course of business or for payment in connection with services rendered not otherwise prohibited hereunder;
(e) transactions, agreements and arrangements in existence on the Closing Date and, to the extent involving aggregate consideration in excess of $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.], set forth on Schedule 9.3.9 or any amendment thereto or replacement thereof or similar arrangement to the extent such amendment, replacement or arrangement is not adverse to the Lenders when taken as a whole in any material respect (as determined by the Borrower in good faith);
(f) (i) any employment agreements entered into by the Group Members in the ordinary course of business, and (ii) any employee compensation, benefit plan or arrangement, any health, disability or similar insurance plan which covers
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employees, and any reasonable employment contract and transactions pursuant thereto;

(g) Permitted Restricted Payments and Permitted Investments;
(h) transactions for the purchase or sale of goods, equipment, products, parts and services entered into in the ordinary course of business;
(i) any transaction in respect of which the Borrower delivers to the Administrative Agent a letter addressed to the board of directors of the Parent from an accounting, appraisal or investment banking firm, in each case of nationally recognized standing that is in the good faith determination of the Borrower qualified to render such letter, which letter states that (i) such transaction is on terms that are substantially no less favorable to the applicable Group Member than would be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate, or (ii) such transaction is fair to the applicable Group Member from a financial point of view;
(j) transactions with joint ventures for the purchase or sale of goods, equipment, products, parts and services entered into in the ordinary course of business or consistent with past practice or industry norm;
(k) payments, loans (or cancellation of loans) or advances to employees or consultants that are (i) approved by a majority of the disinterested members of the board of directors of the Parent in good faith, (ii) made in compliance with Applicable Law and (iii) otherwise permitted under this Agreement; and
(l) transactions pursuant to clauses (c), (d), (f), (i) and (k) of the definition of Permitted Dispositions.

9.3.10 Nature of Business . Engage to any material extent in any business or business activity substantially different from any business or business activity conducted by any of them on the Closing Date or any Similar Business.

9.3.11 Payments on Junior Financings . Make, directly or indirectly, any Restricted Debt Payment, except for any Permitted Restricted Debt Payment.

9.3.12 Sale and Leaseback Transactions . Engage in Sale and Leaseback Transactions in respect of its Property, other than the Sale and Leaseback Transactions in respect of Property having an aggregate fair market value after the Closing Date not in excess of $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.].

9.3.13 LC Facility Agreement . Amend the LC Facility Commitment in a manner adverse in any material respect to the Lenders; amend the LC Facility Agreement (if entered into) except in accordance with the Intercreditor Agreement; or make any payment on or in respect of the LC Facility Agreement other than (a) the payment of scheduled fees and interest thereunder, (b) payments from the Specified Collateral, (c) payments from the Cumulative Credit, and (d) payments from the proceeds of any Permitted Refinancing Indebtedness in respect thereof;

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deposit or pledge cash or cash equivalents to secure reimbursement obligations in respect of letters of credit issued under the LC Facility Agreement or otherwise post any “Cash Collateral” (as defined in the LC Facility Agreement as in effect as of the Closing Date) thereunder, except (a) from proceeds of the Specified Tax Insurance Policy; (b) from Net Proceeds or Excess Cash Flow (each as therein defined) in accordance with Section 2.10(d) of the LC Facility Agreement as in effect as of the Closing Date, to the extent the Lender decline a mandatory prepayment due hereunder from such amounts; (c) upon a Specified Policy Trigger Event, as required by the definition thereof, to the extent a repayment of loans outstanding under the C Facility Agreement would be permitted at such time in the amount of such deposit or pledge (and any such deposit or pledge shall be treated in all respects under this Agreement as a repayment under the LC Facility Agreement unless and until such deposit or pledge is released by the LC Facility Agent.

9.3.14 Issuance of Equity Interests . In the case of any Loan Party (other than the Parent), authorize or issue any Equity Interests to any Person other than to another Loan Party and in such event, the certificates for all such Equity Interests, if any, shall be delivered forthwith to the Administrative Agent together with such powers of attorney as may be required by the Administrative Agent pursuant to the Security Documents (or, if uncertificated, a control agreement or other steps required to perfect the Security therein shall be taken); provided, however, that any Subsidiary that is not a Wholly Owned Subsidiary shall be permitted to issue Equity Interests to any third party holder of its Equity Interests on a pro rata (or less than pro rata ) basis.

9.3.15 Sanctions, Anti-Corruption and AML . Directly or indirectly use the proceeds of any Advance, or lend, contribute or otherwise make available such proceeds to any Affiliate, joint venture partner or other Person, (a) to fund or finance any activities or business of or with any Person, or in any country or territory, that, at the time of such funding or financing, is, or whose government is, the subject of Sanctions Regulations, or (b) in any other manner that would result in a violation of Sanctions Regulations, Anti-Money Laundering Laws or Anti-Corruption Laws by any Person (including any Person participating in the Advances, whether as lender, underwriter, advisor, investor, or otherwise).

9.3.16 Hostile Take-Over . Directly or indirectly use the proceeds of any Advance to fund a Hostile Take-Over.

9.3.17 Change of Name, Jurisdiction or Registered Office . Change its name or the jurisdiction of its incorporation, organization or formation, or change its chief executive office or registered office outside of the jurisdiction in which it was located at the Closing Date or the date of its acquisition or creation, as the case may be, without (a) providing at least ten (10) Business Days’ prior written notice thereof to the Administrative Agent, and (b) taking such steps as may be reasonably required by the Administrative Agent to ensure that the Liens created by the Security Documents to it is a party continue to constitute valid, enforceable and perfected Liens.

9.3.18 Tangible Assets . With respect to each Loan Party, acquire or move tangible or movable Property having a fair market value in excess of $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] to jurisdictions other than its Relevant Jurisdiction or move any tangible or movable Property having a fair market value in excess of $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] from one Relevant Jurisdiction to another Relevant Jurisdiction where the movement of such Property

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would cause the Lien of the Security over such Property to cease to be perfected under Applicable Law, or suffer or permit in any other manner any of its Property having a fair market value in excess of $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] to be or become located in a jurisdiction as a result of which the Lien of Security over such Property is not perfected, unless (a) the Loan Party has first given ten (10) Business Days’ prior written notice thereof to the Administrative Agent (or such shorter period to which the Administrative Agent may in its discretion consent), and (b) the applicable Loan Party has first executed and delivered to the Administrative Agent all Security and all financing or registration statements in form and substance satisfactory to the Administrative Agent which the Administrative Agent or its counsel, acting reasonably, from time to time deem necessary or advisable to ensure that the Security at all times constitutes a perfected first priority Lien (subject only to Permitted Liens) over such Property notwithstanding the movement or location of such Property, together with such customary supporting certificates, resolutions, opinions and other documents as the Administrative Agent may deem necessary or desirable, acting reasonably, in connection with such Security and registrations.

9.3.19 Organizational Documents . Amend its organizational documents in a manner that could reasonably be expected to be adverse in any material respect to the Security.

9.3.20 Fiscal Year . In the case of the Parent, make any change to its Fiscal Year, without providing the Administrative Agent with prior written notice and making any adjustments to this Agreement as are reasonably required by the Lenders to reflect such change in Fiscal Year.

9.4 Financial Covenants

So long as any Obligations remain outstanding or so long as the Borrower has the right to utilize the Credit Facilities, the Parent covenants and agrees to and in favour of the Administrative Agent and the Lenders that it shall:

9.4.1 Net Total Leverage Ratio and Net First Lien Leverage Ratio . Maintain as at the last day of each Fiscal Quarter, commencing with the first Fiscal Quarter end after the Closing Date: (a) a Net Total Leverage Ratio; and (b) a Net First Lien Leverage Ratio, in each case, for the Test Period then ended of not greater than the ratio set forth for the applicable Fiscal Quarter end in the grid below:

Fiscal Quarter Ending on or Net First Lien Leverage Net Total Leverage around Ratio Ratio Closing Date through [REDACTED. COMPETITIVELY SENSITIVE AND September 30, 2022 PREJUDICIAL INFORMATION.] December 31, 2022 through September 30, 2023

December 31, 2023 and thereafter

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9.4.2 Interest Coverage Ratio . Maintain as at the last day of each Fiscal Quarter, commencing with the first Fiscal Quarter end after the Closing Date, for the Test Period then ended, an Interest Coverage Ratio of not less than [REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.].

9.4.3 Equity Cure . Any cash equity contribution made to, or cash proceeds of Equity Interests (other than Disqualified Stock) issued by, the Parent by or to holders of Equity Interests of the Parent after the end of a Fiscal Quarter and on or prior to the day that is ten (10) Business Days after the day on which financial statements are required to be delivered for such Fiscal Quarter pursuant to Section 9.1.1 or 9.1.2 (the “ Cure Period ”) will, at the irrevocable election of the Borrower and upon written notice to Administrative Agent within such Cure Period, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the Financial Covenants at the end of such Fiscal Quarter and applicable subsequent Test Periods which include such Fiscal Quarter (any such equity issuance or contribution so included in the calculation of Consolidated EBITDA, a “ Specified Equity Contribution ”), provided that (a) no more than two (2) Specified Equity Contributions may be made in any consecutive four Fiscal Quarter period and no more than five (5) Specified Equity Contributions may be made during the term of this Agreement, (b) a Specified Equity Contribution shall not be greater than the amount required to cause the Parent to be in compliance with the Financial Covenants as of the relevant Fiscal Quarter end, (c) Specified Equity Contributions shall be counted on a dollar-for-dollar basis as Consolidated EBITDA of the Parent solely for purposes of determining compliance with the Financial Covenants and shall not be included for purposes of determining the availability or amount of any covenant baskets or thresholds, interest rate stepdowns or for any other purpose, (d) the proceeds of such Specified Equity Contribution shall be immediately applied to repay the Loans under the Term Facility and (e) any Loans under the Term Facility prepaid with such proceeds shall be deemed outstanding for purposes of determining the Financial Covenants for the applicable Fiscal Quarter and the three (3) immediately succeeding Fiscal Quarters. If the Administrative Agent has received timely notice of election from the Borrower as specified above in this Section 9.4.3, no Event of Default shall occur or shall be deemed to occur as a result of any failure to comply with the Financial Covenants for the applicable Fiscal Quarter unless the Borrower fails to timely make and apply the proceeds of the corresponding Specified Equity Contribution in compliance with this Section 9.4.3. Proceeds of Specified Equity Contributions applied to repay the Loans under the Term Facility will be applied to the amortization payments thereunder pursuant to Section 2.6.1 in inverse order of maturity.

ARTICLE 10 CONDITIONS PRECEDENT

10.1 Conditions Precedent to the Initial Advance

The obligation of the Lenders to make available Advances hereunder on the Closing Date is subject to satisfaction, on or before the Closing Date, of each of the following conditions precedent, which conditions precedent are for the sole and exclusive benefit of the Lenders and may be waived in writing by the Administrative Agent (at the direction of the Required Lenders in their sole discretion):

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(a) this Agreement and the other Loan Documents required to be entered into as of the Closing Date shall have been executed and delivered by the Loan Parties, the Administrative Agent and the Lenders party thereto;
(b) the representations and warranties set out in Article 8 shall be true and correct on the Closing Date as if made on and as of such date;
(c) no Default or Event of Default shall have occurred and be continuing nor shall there be any Default or Event of Default after giving effect to the initial Advance on the Closing Date;
(d) since January 2, 2021, there has not been a Material Adverse Effect;
(e) the Administrative Agent shall have received an officer’s certificate of each Loan Party dated the Closing Date certifying that attached thereto are true and correct copies of the following documents, and that such documents are in full force and effect, unamended:
(i) the constating documents of such Loan Party;
(ii) a certificate of incumbency; and
(iii) the resolutions or other documentation evidencing that all necessary action, corporate, partnership or otherwise, has been taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party (including, where applicable, the pledge of its Equity Interests);
(f) the Loan Parties shall have received all required governmental, shareholder and material third party consents and approvals required to enter into the Loan Documents;
(g) the Administrative Agent shall have received an officer’s certificate of the Borrower dated as of the Closing Date confirming clauses (b), (c), (d) and (f) of this Section 10.1;
(h) the Administrative Agent shall have received a certificate of status, certificate of good standing or similar certificate with respect to the jurisdiction of incorporation, organization or formation of each Loan Party;
(i) the Lenders shall have been provided with: (i) the annual audited consolidated financial statements of the Parent for the Fiscal Years ended December 28, 2019 and January 2, 2021; (ii) the quarterly unaudited consolidated financial statements of the Parent for the Fiscal Quarter ended on or around April 3, 2021, and, if available, the Fiscal Quarter ended on or around June 30, 2021; and (iii) a five-year financial model, all in form and substance reasonably satisfactory to the Lenders;
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(j) the Lenders shall have received a Compliance Certificate evidencing, (i) on a Pro Forma Basis (based on the quarterly unaudited consolidated financial statements of the Parent for the Fiscal Quarter ended immediately prior to the Closing Date and giving effect to the initial Advance and the repayment of the Indebtedness under the Existing Credit Facilities), a Net Total Leverage Ratio not in excess of [REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.], and (ii) satisfaction of the other Financial Covenants and of Section 7.2.4;
(k) the Administrative Agent shall have received a Borrowing Notice and a payment direction in respect thereof;
(l) the Security Documents required to be delivered on the Closing Date pursuant to Section 7.1 shall have been executed and delivered by the Loan Parties and shall be in full force and effect, and the Administrative Agent shall have received, or arrangements satisfactory to the Administrative Agent shall have been made for the receipt of, certificates, if any, representing all Equity Interests pledged pursuant to the Security Documents, together with related stock powers duly executed in blank;
(m) except as otherwise specified in Section 7.1, PPSA financing statements or other registrations of the Security, or notice thereof, shall have been filed, registered or recorded in all offices of public record necessary or desirable in the opinion of the Administrative Agent to perfect, preserve or protect the Security;
(n) all searches reasonably requested by the Lenders’ counsel in respect of the Loan Parties shall have been completed, and all releases, discharges (or written authorizations to discharge from the applicable Lien holder in form acceptable to the Administrative Agent), with respect to all Liens (other than Permitted Liens), and postponements (in registrable form where appropriate) or acknowledgements with respect to Permitted Liens, as reasonably required by the Administrative Agent, shall have been delivered to the Administrative Agent;
(o) the Administrative Agent shall have received certificates of insurance evidencing that the Loan Parties are carrying insurance in accordance with Section 9.2.10 and that the interests of the Administrative Agent and the Lenders (as applicable) as first loss payee and additional insureds, as applicable, have been recorded in such insurance policies (other than, for the avoidance of doubt, the Specified Tax Insurance Policy);
(p) the Administrative Agent shall have received opinions of external counsel to the Loan Parties in each applicable jurisdiction, in each case dated the Closing Date, and in form and substance satisfactory to the Administrative Agent, acting reasonably, including, without limitation, opinions with respect to (i) the existence of the Loan Parties, (ii) the due authorization, execution and delivery of all Loan Documents, (iii) the enforceability of all Loan Documents, (iv) the effectiveness of the Security Documents to create valid Liens in favour of the Administrative Agent
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for the benefit of the Secured Parties and the perfection of such Liens, and (v) non-contravention of constating documents;

(q) the Lenders shall have been provided with an (i) indicative sources and uses funds summary (with an initial list of proposed recipients of payments of Advances) prior to the Closing Date and (ii) a satisfactory substantially final sources and uses of funds summary and payment recipients list at least three (3) Business Days prior to the Closing Date (or such shorter period as the Lenders may agree);
(r) the Administrative Agent shall have received a payout letter in connection with the Existing Credit Facilities, and arrangement shall have been made for: (i) all Indebtedness owing to the lenders thereunder to be repaid in full concurrently with the initial Advance hereunder from the proceeds of such Advances and the proceeds of the IPO; (ii) all agreements in respect thereof to be terminated; and (iii) all Liens securing such Indebtedness to be discharged, all in a manner satisfactory to the Administrative Agent and counsel to the Lenders;
(s) after giving effect to the IPO and the Transactions, the Parent and its Subsidiaries shall have outstanding no Indebtedness or preferred stock other than the Advances under the Credit Facilities, the commitments under the LC Facility Agreement, and other Permitted Indebtedness (including for certainty any existing letters of credit, and Indebtedness between Loan Parties in form and substance satisfactory to the Administrative Agent, acting reasonably);
(t) the IPO shall be completed concurrently with the Closing Date and the IPO shall result in sufficient equity in the Parent to satisfy the Net Total Leverage Ratio required pursuant to Section 10.1(j) on a Pro Forma Basis;
(u) the capital and corporate structure of the Group Members after giving effect to the IPO and the other Transactions, including completion of the U.S. Subsidiary Transactions, shall be substantially consistent with the Project Pet structure memorandum provided to the Co-Lead Arrangers and the Lenders dated June 19, 2021, subject to changes that are not materially adverse to the Lenders;
(v) the Specified Tax Insurance Policy shall remain in full force and effect, and each of the Specified Credit Event Conditions (as defined in the LC Facility Agreement) have been satisfied;
(w) the commitment in respect of the LC Facility Agreement pursuant to the Commitment Letter shall remain in full force and effect and the form of Intercreditor Agreement providing for the second lien standing of the security for the LC Facility Agreement (other than in respect of the Specified Collateral) attached as Schedule G hereto, shall have been acknowledged and agreed to thereunder;
(x) all fees and expenses (including arranger fees, closing fees, the agency fee and all reasonable fees and disbursements of counsel to the Lenders) that are due and
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payable to the Administrative Agent, the Co-Lead Arrangers and the Lenders on or before the Closing Date shall have been paid or arrangements shall be in place to pay such amounts and fees concurrently with the initial Advance;

(y) the Administrative Agent and the Lenders have received, at least five (5) Business Days prior to the Closing Date (or such shorter period as the Lenders may agree), all information, reports and documents as they may reasonably require under applicable “know your customer” and anti-money laundering rules and regulations and shall be satisfied, acting reasonably, with the results of their review thereof;
(z) the Administrative Agent shall have received such additional information, certificates, documents or undertakings as the Lenders have reasonably requested in order to give effect to the foregoing; and
(aa) the Closing Date shall occur no later than August 23, 2021,

provided that all documents delivered pursuant to this Section 10.1 shall be in full force and effect, and in form and substance satisfactory to the Lenders, acting reasonably.

10.2 Conditions Precedent to Additional Advances under the Credit Facilities

The obligation of the Lenders to make any Advance under a Credit Facility, or to permit a Rollover or a Conversion under a Credit Facility, in each case, after the Closing Date, is subject to compliance, on or before the relevant Borrowing Date, Rollover Date or Conversion Date, as applicable, with each of the following conditions precedent, which conditions precedent are for the sole and exclusive benefit of the Lenders and may be waived in writing by the Administrative Agent (at the direction of the Required Lenders in their sole discretion):

(a) the Administrative Agent shall have received a Borrowing/Rollover/Conversion Notice in accordance with Section 3.1;
(b) the representations and warranties set out in Article 8 shall be true and correct on the relevant Borrowing Date, Rollover Date or Conversion Date, as applicable, as if made on and as of such date, except for those representations and warranties expressly stated to be made only as of an earlier date (in which case, such representation and warranties shall be true and correct as of such earlier date); and
(c) no Default or Event of Default shall have occurred and be continuing nor shall there be any Default or Event of Default after giving effect to the proposed Advance, Rollover or Conversion, as applicable.

ARTICLE 11

EVENTS OF DEFAULT AND REMEDIES

11.1 Events of Default

The occurrence of any of the following events shall constitute an Event of Default:

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(a) default by the Borrower in payment when due of the principal amount of any Loan;
(b) default by the Borrower in payment when due of any interest, fees or any other amount payable to the Administrative Agent or any of the Lenders hereunder and such default has continued for five (5) Business Days after payment of such amount is due;
(c) default by any Loan Party hereto in the performance, observance or compliance with any of the covenants contained in Sections 2.4, 9.1.2(a), 9.2.2, 9.3 or 9.4 (subject to the provisions in Section 9.4.3);
(d) default by any Loan Party in the performance or observance of, or compliance with, any other covenant, condition or obligation contained in any Loan Document to which it is a party which is not specifically addressed in this Section 11.1, provided that if such default is capable of being cured, such default shall not constitute an Event of Default unless such default has continued for thirty (30) days after the earlier of (i) the date on which any Loan Party has knowledge of such default and (ii) the date on which the Administrative Agent shall have given notice to the Borrower specifying such default;
(e) any representation or warranty made by or on behalf of any Loan Party herein or in any certificate or other Loan Document shall prove to have been incorrect in any material respect when made or deemed to have been made;
(f) the failure by any Loan Party to perform, observe or comply with any term, covenant or agreement contained in the LC Facility Agreement or any other agreement by which it is bound evidencing or securing Material Indebtedness of the Loan Parties (other than the Obligations) as a result of which the holders of such Indebtedness cause or are entitled to cause (with all applicable grace periods having expired) acceleration of the maturity thereof, or the failure by any Loan Party to pay at maturity, or within any applicable period of grace, any such Material Indebtedness;
(g) except as permitted by Section 9.3.6, the commencement of proceedings for the dissolution, disestablishment, liquidation or winding-up of any Loan Party or for the suspension of its operations, unless such proceedings (if initiated by third parties) are subject to a Good Faith Contest and shall not have been suspended or dismissed within forty-five (45) days of the initiation thereof;
(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of any of the Loan Parties, or of a substantial part of the property or assets of any Loan Party, under any Debtor Relief Law, as now constituted or hereafter amended, or any other federal, provincial, state, or foreign bankruptcy, insolvency, moratorium, judicial management, receivership or similar law, (ii) the appointment of a receiver, interim receiver, monitor, liquidator, administrative receiver, compulsory manager, receiver and manager, administrator, judicial manager, provisional liquidator,
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trustee, custodian, sequestrator, conservator or similar officer or official for any Loan Party or for a substantial part of the property or assets of any Loan Party or (iii) the winding-up or liquidation of any Loan Party (except in a transaction permitted hereunder); and such proceeding or petition shall continue undismissed for forty-five (45) days or an order or decree approving or ordering any of the foregoing shall be entered;

(i) any Loan Party shall (i) file a notice of intention or voluntarily commence any proceeding or file any petition seeking relief under any Debtor Relief Law, as now constituted or hereafter amended, or any other federal, provincial, state, or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in clause (h) above, (iii) apply for or consent to the appointment of a receiver, interim receiver, monitor, insolvency practitioner, judicial manager, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or for a substantial part of the property or assets of any Loan Party, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) commence any legal proceedings or court procedure in relation to an insolvency or in relation to any restructuring by way of a scheme of arrangement (for the avoidance of doubt, other than a solvent reorganization), or (vii) become unable or admit in writing its inability or fail generally to pay its debts as they become due;
(j) any judgment or order for the payment of money equal to or in excess of $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] (net of proceeds from any available insurance), or the Equivalent Amount in any other currency, shall be rendered against any Loan Party and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and which proceedings have not been stayed, by reason of such judgment being satisfied, bonded or discharged, or (ii) there shall be a period of forty-five (45) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;
(k) any secured creditor, encumbrancer or lienor, or any trustee, receiver, receiver and manager, agent, bailiff or other similar official appointed by or acting for any secured creditor, encumbrancer or lienor, takes possession of, or forecloses or retains, or sells or otherwise disposes of, or otherwise proceeds to enforce security over all or any significant part of the Property of any Loan Party;
(l)
a Change of Control occurs;
(m) at any time after the entering into of the LC Facility Agreement, the Intercreditor Agreement shall for any reason be revoked or invalidated, or otherwise cease to be in full force and effect, or any Person shall contest in any manner the validity or enforceability thereof or deny that it has any further liability or obligation
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thereunder, or the Obligations or the Liens securing the Obligations, for any reason shall not have the priority contemplated by the Intercreditor Agreement, except where such revocation, invalidation or other failure to be in full force and effect is the result of the action or inaction of Administrative Agent or any Lender that was not caused by an act or omission by a Group Members;

(n) either (i) the termination of LC Facility Commitment or, after the effective date thereof, the LC Facility Agreement, prior to resolution of the CRA audit matter addressed thereby (unless any collateral required by CRA as a result of a Covered Tax Assessment is posted from other sources in accordance with this Agreement), or (ii) the failure by the Loan Parties to post collateral if and when required in accordance with the requirements of the CRA in connection with a Covered Tax Assessment;
(o) any of the Security or any of the Loan Documents cease to be in full force and effect against the applicable Loan Party if the applicable Loan Party does not, within ten (10) Business Days of receipt of notice of such Loan Document not being in full force and effect, cause such Loan Document to be in full force and effect or replace such Loan Document with a new agreement that is in form and substance satisfactory to the Administrative Agent, acting reasonably;
(p) the validity of any Loan Document or the applicability thereof to any Loan Party that is a party thereto or to the Loans or any other obligations purported to be secured thereby or any material part thereof shall be disaffirmed in writing by or on behalf of any Loan Party; or
(q) (i) an ERISA Event shall have occurred or (ii) any Loan Party shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any U.S. Plan; and in each case in clauses (i) and (ii) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect or (iii) (A) the voluntary full or partial wind up of a Canadian Pension Plan, (B) the institution of proceedings by any Governmental Authority to terminate in whole or in part or have a trustee appointed to administer a Canadian Pension Plan, or (C) any other event or condition which could reasonably be expected to constitute grounds for the termination of, winding up of, partial termination or winding up of, or the appointment of a trustee to administer, any Canadian Pension Plan, in each case in clauses(A), (B) and (C) which would reasonably be expected to result in a Material Adverse Effect.

11.2 Remedies Upon Default

Upon the occurrence of any Event of Default, the Administrative Agent may, and at the direction of the Required Lenders shall, by notice given to the Borrower:

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(a) declare the unutilized portion (if any) of the Aggregate Commitment to be terminated (whereupon the Lenders shall not be required to make any further Advances);
(b) declare all or any part of the Obligations to be immediately due and payable;
(c) make demand under any guarantee of the Secured Obligations and enforce and realize upon all or part of the Security; and
(d) take such actions and commence such proceedings as may be permitted at law or in equity (whether or not provided for herein or in the Security Documents) at such times and in such manner as the Administrative Agent (at the direction of the Required Lenders in their sole discretion) may consider expedient;

all without, except as may be required by Applicable Law, any additional notice, presentment, demand, protest, notice of protest, dishonour or any other action; provided that, if an Event of Default described in Sections 11.1(h) or 11.1(i) shall occur, the Aggregate Commitment shall automatically terminate and the outstanding Obligations shall automatically be and become immediately due and payable. The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are in addition to and not in substitution for any other rights or remedies provided by Applicable Law or by any of the Security Documents.

11.3 Distributions

All distributions under or in respect of any of the Security Documents shall be held by the Administrative Agent on account of the Secured Obligations without prejudice to any claim by the Administrative Agent and the Lenders for any deficiency in respect of any such Secured Obligations after such distributions are received by the Administrative Agent, and the Loan Parties shall remain liable for any such deficiency. All such distributions shall be applied to such part of the Secured Obligations as is determined by the Lenders in their sole discretion or, in the event the Lenders fail to advise the Administrative Agent of their determination, by the Administrative Agent. The Lenders may at any time change any appropriation of any such distributions received by the Administrative Agent and may reapply the same to any other part of the Secured Obligations, and the Lenders may at any time change any appropriation of any other monies received by the Administrative Agent and reapply the same to any other part of the Secured Obligations, as the Lenders may from time to time in their absolute discretion determine.

11.4 Set-Off

If an Event of Default has occurred and is continuing, each Lender and each of its Affiliates are hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any Loan Party against any and all of the Secured Obligations, irrespective of whether or not such Lender has made any demand under this Agreement or any other Loan Document and although such obligations may not have matured. The rights of each Lender under this Section 11.4 are in addition to any other rights and remedies

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(including other rights of set off, consolidation of accounts and bankers’ lien) which such Lender may have. Each Lender agrees to promptly notify the Borrower and the Administrative Agent after any such set-off and application, but the failure to give such notice shall not affect the validity of such set-off and application. If any Affiliate of a Lender exercises any rights under this Section 11.4, it shall share the benefit received in accordance with Section 13.10 as if the benefit had been received by the Lender of which it is an Affiliate.

11.5 Proceeds of Realization

All amounts received by the Administrative Agent from or on behalf of the Loan Parties and not previously applied pursuant to this Agreement shall be held by the Administrative Agent for the rateable benefit of itself and the Secured Parties in accordance with the provisions hereof and shall be applied and distributed, and the claims of the Administrative Agent and the Secured Parties shall be deemed to have the relative priorities which would result in the amounts being applied and distributed, as follows:

(a) firstly , to the payment of all reasonable costs and expenses incurred by or on behalf of the Administrative Agent (including, without limitation, all legal fees and disbursements) in the exercise of all or any of the powers granted to it hereunder or under the Security Documents;
(b) secondly , to the payment or prepayment of the Secured Obligations (including holding the same as cash collateral to be applied against Secured Obligations which have not then matured) on a pari passu basis;
(c) thirdly , in accordance with the Intercreditor Agreement, if applicable; and
(d) fourthly , the balance, if any, to the Borrower or as otherwise required in accordance with Applicable Law.

ARTICLE 12 YIELD PROTECTION

12.1 Change in Circumstances

If after the date hereof the introduction of or any change in any Applicable Law relating to any Lender (the “ Advising Lender ”), or any change in the interpretation or application thereof by any Governmental Authority:

(a) subjects the Advising Lender to, or causes the withdrawal or termination of, a previously granted exemption with respect to any Taxes or changes the basis of taxation of payments due to the Advising Lender or increases any existing Taxes on payments of the Obligations (other than Excluded Taxes);
(b) imposes, modifies or deems applicable any reserve, liquidity, cash margin, capital adequacy, special deposit, deposit insurance or assessment, or any other regulatory or similar requirement against assets held by, or deposits in or for the account of, or loans by, or any other acquisition of funds for loans by, the Advising Lender;
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(c) imposes any Taxes on reserves in respect of the undrawn portion of the Advising Lender’s Rateable Portion of the Credit Facilities;
(d) imposes on the Advising Lender or requires there to be maintained by the Advising Lender any capital adequacy or additional capital requirement (including, without limitation, a requirement which affects the Advising Lender’s allocation of capital resources to its obligations) in respect of the Advising Lender’s obligations hereunder or imposes any other condition or requirement with respect to the maintenance by the Advising Lender of a contingent liability with respect to the Advising Lender’s Bankers’ Acceptance issued by it hereunder; or
(e) imposes on the Advising Lender any other condition or requirement with respect to this Agreement or the Credit Facilities (other than Excluded Taxes);

in each case in excess of such requirements or conditions which were in effect on the Closing Date and such occurrence has the effect of:

(i) increasing the cost to the Advising Lender of agreeing to make or making, maintaining or funding the Credit Facilities, any Advance, any Loan or any portion thereof;
(ii) reducing the amount of the Obligations;
(iii) directly or indirectly reducing the effective return to such Advising Lender under this Agreement or on its overall capital as a result of entering into this Agreement or as a result of any of the transactions or obligations contemplated by this Agreement (other than a reduction resulting from a higher rate of income tax being imposed on the Advising Lender’s overall income or capital in any relevant jurisdiction); or
(iv) causing the Advising Lender to make any payment or to forego any interest, fees or other return on or calculated by reference to any sum received or receivable by the Advising Lender hereunder;

then the Advising Lender shall so advise the Administrative Agent promptly following the Advising Lender obtaining knowledge of the event or proposed event, and the Administrative Agent shall in each case forthwith advise the Borrower (setting out full particulars of such event and steps taken, if any, to avoid or reduce the amount claimed, and setting out the calculation of the amount requested by the Advising Lender to be paid by the Borrower hereunder), and, provided that the Advising Lender has taken all reasonable steps (without economic or regulatory disruption to the Advising Lender and without any requirement that the Borrower be preferred over any other borrower of the Advising Lender) to avoid or reduce the amount claimed, the Borrower shall within ten (10) Business Days of demand by the Administrative Agent pay or cause to be paid to the Administrative Agent on behalf of the Advising Lender such additional amounts as shall be sufficient to fully indemnify the Advising Lender for such additional cost, reduction, payment, foregone interest or other return. A certificate of the Advising Lender documenting the relevant information and calculations and submitted to the Borrower by the Administrative Agent shall be

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prima facie evidence thereof for all purposes; provided that any such certificate claiming amounts resulting from (A) and (B) in this Section 12.1 shall, in addition, state the basis upon which such amount has been calculated and certify that such Lender’s or Issuing Lender’s demand is not inconsistent with its treatment of other borrowers which, as a credit matter, are similarly situated to the Borrower and which are subject to similar provisions. Nothing contained in this Section 12.1 shall interfere with the right of any Lender to arrange its affairs in whatever manner it may think fit and, in particular, no Lender shall be under any obligation to incur any cost or expense or incur any other adverse effect for the purpose of avoiding or reducing any amount claimed under this Section. Notwithstanding anything herein to the contrary, (A) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, and Basel Committee on Banking Supervision (or any successor or similar authority) or by United States, Canadian or foreign regulatory authorities, in each case pursuant to Basel III, and (B) the DoddFrank Wall Street Reform and Consumer Protection Act (United States) and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in Applicable Law for purposes of this Section 12.1 regardless of the date enacted, adopted, issued or implemented, but only to the extent the Advising Lender is imposing applicable increased costs or costs in connection with capital adequacy requirements generally on other borrowers of loans or letters of credit under United States term loan or letter of credit facilities which, as a credit matter, are similarly situated to the Borrower.

12.2 Taxes

12.2.1 All payments to be made to a Recipient pursuant to the Loan Documents shall be made free and clear of, and without reduction or withholding for or on account of, any present or future Taxes; provided, however, if any Taxes are required by Applicable Law to be withheld from any interest or other amount payable to a Recipient under any Loan Document (except Excluded Taxes), the applicable Loan Party shall be permitted to make such reduction or withholding and the amount so payable to the Recipient shall be increased to the extent necessary to yield to the Recipient, on a net basis after payment of all Taxes (other than Excluded Taxes, but including all Taxes imposed on any additional amounts payable under this Section 12.2), interest or any such other amount payable under such Loan Document at the rate or in the amount specified in such Loan Document. In furtherance and not in limitation of the foregoing, if any such Taxes (except Excluded Taxes) are directly asserted against a Recipient, the Recipient may pay such Taxes, and the Borrower will promptly pay such amount in accordance with the previous sentence. Whenever any Taxes are payable by the Borrower as contemplated by this Section 12.2, as promptly as possible thereafter it shall send to the applicable Recipient, for the account of such Recipient, a certified copy of an original official receipt showing payment of such Taxes. If the Borrower fails to pay any such Taxes when due or if the Borrower fails to remit to such Recipient the required documentary evidence of such payment, the Borrower shall indemnify and save harmless such Recipient from any incremental Taxes, interest, penalties or other liabilities that may become payable by the Recipient or to which the Recipient may be subjected as a result of any such failure. A certificate of such Recipient as to the amount of any such Taxes, interest or penalties and containing reasonable details of the calculation of such Taxes, interest or penalties shall be, absent manifest error, prima facie evidence of the amount of such Taxes, interest or penalties, as the case may be.

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12.2.2 If the Borrower determines in good faith that a reasonable basis exists for contesting any Taxes for which a payment has been made under this Section 12.2, the applicable Recipient shall, if so requested by the Borrower, cooperate with the Borrower in challenging such Taxes at the Borrower’s expense. If the Recipient receives a refund of, or credit for, Taxes for which a payment has been made by the Borrower under this Section 12.2, which refund or credit in the good faith judgment of the Recipient is attributable to the Taxes giving rise to such payment made by the Borrower, then the Recipient shall reimburse the Borrower for such amount (if any, but not exceeding the amount of any payment made under this Section 12.2 that gives rise to such refund or credit), plus any interest paid by the Governmental Authority with respect to such refund or credit for the period following payment thereof by the Borrower, but net of out-of-pocket expenses (including Taxes) of the Recipient, which the Recipient determines in its absolute discretion will leave it, after such reimbursement, in no worse position than it would have been in if such Taxes had not been exigible. The Borrower, upon the request of the applicable Recipient, agrees to repay the Recipient any portion of any such refund or credit paid over to the Borrower that the Recipient is required to pay to the relevant Governmental Authority and agrees to pay any interest, penalties or other charges paid by the Recipient as a result of or related to such payment to such Governmental Authority. No Recipient shall be under any obligation to arrange its tax affairs in any particular manner so as to claim any refund or credit. No Recipient shall be obliged to disclose any information regarding its tax affairs or computations to the Borrower or any other Person in connection with this Section 12.2.

12.2.3 Without limiting the provisions of Sections 12.2.1 or 12.2.2, the Borrower shall be fully liable and responsible for and shall, promptly following receipt of a request from the Administrative Agent on behalf of a Recipient, pay to the Administrative Agent on behalf of such Recipient any and all Taxes in the nature of sales, use, goods and services or harmonized sales payable under the laws of Canada, any Province of Canada, or any other country or jurisdiction with respect to or in connection with any and all goods and services made available under the Loan Documents to the Borrower by such Recipient but not including any Excluded Taxes.

12.2.4 Without limiting the provisions of Sections 12.2.1, 12.2.2 or 12.2.3, the Borrower shall timely pay any present or future stamp, registration, court or documentary Taxes or any other excise, property, intangible, mortgage recording, filing or similar Taxes arising from any payment made hereunder or under any other Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, this Agreement or any other Loan Document to the relevant Governmental Authority in accordance with Applicable Law or timely reimburse the Administrative Agent or any Recipient for the payment of any such Taxes.

12.2.5 Without limiting the provisions of Sections 12.2.1, 12.2.2, 12.2.3 or 12.2.4, the Borrower shall indemnify each Recipient, and shall make payment in respect thereof within thirty (30) days after written demand therefor, for the full amount of Taxes (including Taxes imposed or asserted on or attributable to amounts payable under this Section 12.2 and excluding Excluded Taxes) payable or paid by the Recipient, as the case may be, and any reasonable expenses arising therefrom or with respect thereto, whether or not such 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 (along with a written statement setting forth in reasonable detail the basis and calculation of such amounts) delivered to the Borrower by such Recipient, or by the Administrative Agent on behalf of a Recipient, shall be conclusive absent manifest error. If the Borrower

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reasonably believes that any such Taxes were not correctly or legally imposed or asserted, the Administrative Agent and/or each affected Recipient will use reasonable efforts to cooperate with the Borrower in pursuing a refund of such Taxes so long as such efforts would not, in the sole determination of the Administrative Agent or affected Recipient, result in any additional costs, expenses or risks or be otherwise disadvantageous to it.

12.2.6 If a payment made to a Recipient under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Recipient shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 12.2.6, “ FATCA ” shall include all amendments made to FATCA after the date of this Agreement.

12.2.7 Any Recipient that is entitled to an exemption from or a reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by any Applicable Law or reasonably requested by the Borrower or the Administrative Agent (including completed copies of CRA Forms NR301-303, as applicable, including supporting worksheets) as will permit such payments to be made without withholding or at a reduced rate of withholding. Notwithstanding anything to the contrary in this Section 12.2.7, the completion, execution and submission of such documentation shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.

12.3 Illegality

If the introduction of or change to any present or future Applicable Law, or any change in the interpretation or application thereof by any Governmental Authority, shall make it unlawful for any Lender to make or maintain any Loan or any relevant portion thereof or to give effect to its obligations in respect of such Loan as contemplated hereby, as determined by such Lender acting reasonably, such Lender may, by notice to the Borrower and to the Administrative Agent, declare that its obligations hereunder in respect of such Loan shall be terminated, and thereupon the Borrower shall either effect a Conversion of such Loan (if such Conversion would eliminate such unlawfulness) or prepay to such Lender within the time required by such Applicable Law (or at the end of such longer period to which the Lender shall in its discretion have agreed) all of the Obligations to such Lender in respect of such Loan (including Breakage Costs) and all cash collateral amounts payable in connection with such prepayment pursuant to Section 4.2. Such Lender’s Commitment so required to be prepaid shall be correspondingly permanently reduced or

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terminated (as the case may be) on the giving of such notice (and, for greater certainty, no other Lender shall be responsible therefor) and the Aggregate Commitment shall be reduced by the amount and at the time of any prepayments so required to be made, unless the Borrower shall propose Replacement Lenders which, if acceptable to the Administrative Agent and (in the case of an assignment by a Revolving Lender) the Issuing Lender and the Swingline Lender, each acting reasonably, would be prepared to accept an assignment of the Loans of the applicable Lender and to assume its Commitment and other obligations hereunder, in which event the applicable Lender shall no later than thirty (30) days thereafter assign its rights and obligations to the Replacement Lender for a price equal to the principal amount of the Loans of the applicable Lender then outstanding plus accrued interest on the principal amount and all other amounts payable in respect of all outstanding Loans and all fees and all other amounts payable hereunder to the applicable Lender to the date of such assignment, payable in cash against receipt of such assignment. If there are any types of Loans hereunder that are not so affected, the Borrower may convert the Loans which are affected into one of the types of Loans that are not affected.

12.4 Payment of Costs and Expenses

The Borrower shall pay (a) all reasonable and documented costs and expenses incurred by the Administrative Agent, and the Co-Lead Arrangers, including the reasonable fees, charges and disbursements of counsel, in connection with the Credit Facilities, the diligence and syndication of the Credit Facilities, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any actual or proposed amendments, modifications or waivers of the provisions hereof or thereof, and (b) all documented costs and expenses incurred by the Administrative Agent and each Lender, including the reasonable fees, charges and disbursements of counsel in each applicable jurisdiction, in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, including their rights under this Section 12.4, or in connection with the Loans, including all such documented costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

12.5 Indemnity

The Borrower shall indemnify the Administrative Agent, each Co-Lead Arranger and each Lender and their respective Affiliates, officers, directors, employees, agents and advisors (each, an “ Indemnified Person ”) from and against all suits, actions, investigations, proceedings, claims, losses (other than loss of profits), expenses (including reasonable and documented fees, charges and disbursements of counsel), damages and liabilities (each, a “ Claim ”) that any such Indemnified Person may sustain or incur as a consequence entering into this Agreement or any other Loan Document or making available the Credit Facilities or the use of the proceeds thereof, and reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred in connection with investigating or defending any such Claim; provided that such legal expenses shall be limited to one firm of counsel in each applicable jurisdiction for all such Indemnified Persons, taken as a whole, (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Person), except that no Indemnified Person will be indemnified for any Claim to the extent resulting from its own gross negligence or wilful misconduct or that of any of its affiliates, officers, directors or

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employees as determined by a final non-appealable judgment of a court of competent jurisdiction. The obligations of the Borrower under this Section 12.5 shall survive the repayment of the other Obligations and the termination of the Credit Facilities.

12.6 Environmental Matters

The Borrower shall indemnify each Indemnified Person and shall hold each of them harmless from and against any and all losses, liabilities, damages, costs, expenses and claims (including without limitation reasonable and documented legal fees and reasonable costs and expenses of investigation) in respect of (a) any non-compliance with or violation of Environmental Law, including the assertion of any Lien thereunder, or (b) an Environmental Activity, including any actual, threatened or alleged Release or presence of Hazardous Substances (collectively, “ Environmental Claims ”), except that no Indemnified Person will be indemnified for any amounts to the extent such are resulting from its own gross negligence or wilful misconduct or that of any of its affiliates, officers, directors or employees as determined by a final non-appealable judgment of a court of competent jurisdiction. In addition, the Borrower agrees that any Environmental Claims shall form part of the Obligations and shall bear interest from time to time at the rate payable for Prime Rate Loans. The Borrower’s obligations and indemnification under this Section 12.6 shall survive the repayment of the other Obligations and the termination of the Credit Facilities.

12.7 Benefit of Indemnities

The Administrative Agent and the Lenders shall hold the benefit of this indemnity in trust for those Indemnified Persons under Section 12.5 and 12.6 who are not parties to this Agreement.

ARTICLE 13 THE ADMINISTRATIVE AGENT AND THE ADMINISTRATION OF THE FACILITY

13.1 Appointment, Authorization and Relationship

13.1.1 Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to be its attorney in its name and on its behalf to exercise such rights or powers granted to such Lender under this Agreement and the other Loan Documents on the terms hereof and thereof, which includes acting as hypothecary representative ( fondé de pouvoir ) for the Lenders and the other Secured Parties pursuant to Article 2692 of the Civil Code of Québec , together with such powers as are reasonably incidental thereto. Each Lender hereby authorizes the Administrative Agent to execute, as agent for and on its behalf and on behalf of any Affiliate of such Lender that is a party or counterparty to any Hedging Arrangement, any of the other Loan Documents wherein it is expressly stipulated that the Administrative Agent is acting in such capacity, and each Lender agrees to be bound thereby as principal. Any mention of the Administrative Agent herein or in any other Loan Document shall include it acting as hypothecary representative ( fondé de pouvoir pursuant to Article 2692 of the Civil Code of Québec and the hypothecary representative under the Security governed by Québec laws shall have the benefit of all rights, powers, indemnities and exclusions from liability as are prescribed in favour of the Administrative Agent in this Agreement.

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Each of the Lenders and, in relation to any Hedging Arrangement, on behalf of such Lender’s Affiliates, hereby confirms and agrees to such appointment and the Administrative Agent agrees to act in such capacity. Each Person which is or becomes a Lender or another Secured Party, including each Person which is a Lender’s Affiliate which is or becomes a party or counterparty to any Hedging Arrangement, shall be deemed to ratify this appointment.

13.1.2 As to any matters not expressly provided for by this Agreement or the Loan Documents (including, without limitation, enforcement thereof), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders (or the requisite Lenders under the Revolving Facility or the Term Facility, where so specified) and such instructions shall be binding upon each of the Lenders and any Affiliate of such Lender that is a party or counterparty to any Hedging Arrangement. The Administrative Agent shall not be required to take any action which exposes the Administrative Agent to liability in such capacity, which could result in the Administrative Agent incurring any costs and expenses not contemplated by this Agreement or which is contrary to this Agreement or Applicable Law.

13.1.3 The Administrative Agent shall only have those duties which are expressly specified in this Agreement. Those duties are solely of a mechanical and administrative nature. The relationship between the Administrative Agent and the Lenders is that of agent and principal and the Administrative Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender. Nothing in this Agreement, express or implied, is intended to or shall be construed as to impose upon the Administrative Agent any obligation except as expressly set forth herein and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent.

13.2 Duties and Obligations of Administrative Agent

Neither the Administrative Agent nor any of its directors, officers, agents or employees (and, for purposes hereof, the Administrative Agent shall be deemed to be contracting as agent for and on behalf of such Persons) shall be liable to any Lender for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Loan Documents except for its or their own gross negligence or wilful misconduct. Without limiting the generality of the foregoing, the Administrative Agent, and any of its directors, officers, agents and employees:

(a) may assume that there has been no assignment or transfer by any Lender of its rights hereunder unless and until all of the requirements of Section 14.3 have been complied with;
(b) may consult with legal counsel, independent chartered accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or other experts;
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(c) shall incur no liability under or in respect of this Agreement or any of the other Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile or other means of electronic communication) believed by it to be genuine and signed or sent by the proper party or parties or by acting upon any representation or warranty of the Borrower made or deemed to be made hereunder or thereunder;
(d) may assume that no Default or Event of Default has occurred and is continuing unless it has actual knowledge to the contrary;
(e) may rely as to any matters of fact which might reasonably be expected to be within the knowledge of any Person upon a certificate signed by or on behalf of such Person;
(f) shall be fully justified in failing or refusing to take any action under this Agreement unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take such action;
(g) does not make any warranty or representation to any Lender nor shall it be responsible to any Lender for the accuracy or completeness of the data made available to any of the Lenders in connection with the negotiation of this Agreement, or for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
(h) shall not have any duty to ascertain or to enquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Documents on the part of the Borrower or any Guarantor or to inspect the property (including the books and records) of the Borrower or any Guarantor;
(i) may execute any of its duties under this Agreement by or through agents and shall be entitled to advice of counsel concerning all matters pertaining to such duties; the Administrative Agent shall not be responsible for the negligence or misconduct of any agents selected by it with reasonable care; and
(j) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any of the other Loan Documents or any instrument or document furnished pursuant hereto or thereto or for any failure of the Borrower to perform its obligations hereunder.

13.3 Prompt Notice to the Lenders

The Administrative Agent shall provide to the Lenders copies of all information, notices and reports given to the Administrative Agent by the Borrower as soon as possible after receipt of the same, except information, notices and reports (a) relating solely to the role of

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Administrative Agent hereunder, (b) distributed directly by the Borrower to the Lenders, or (c) otherwise considered by the Administrative Agent to be irrelevant or immaterial to the Lenders.

13.4 Administrative Agent’s Authority to Deal with Borrower

With respect to its own participation in the Credit Facilities as a Lender, the Administrative Agent shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Administrative Agent. The Administrative Agent may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any Affiliate of the Borrower and any Person which may do business with any of them, all as if the Administrative Agent were not the Administrative Agent hereunder and without any duties to account therefor to the Lenders or to any other Person.

13.5 Dealings by Borrower with Administrative Agent

Unless otherwise specifically provided herein, the Borrower shall deal with the Administrative Agent in lieu of the Lenders for all purposes of this Agreement. The Borrower may rely, and shall be fully protected in so relying, without any obligation to inquire into the correctness thereof, upon any action taken, notice, direction, waiver, consent, determination, communication or agreement by the Administrative Agent purporting to be on behalf of the Required Lenders, the requisite Lenders under the Revolving Facility or the Term Facility, or all of the Lenders hereunder, as the case may be, any of which shall, as regards the Borrower, be deemed to be an action, notice, direction, waiver, consent, determination, communication or agreement of the Required Lenders or the Lenders, as applicable.

13.6 Independent Credit Decisions

It is understood 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, condition, affairs, status and nature of the Borrower. Accordingly, each Lender confirms with the Administrative Agent that it has not relied, and will not hereafter rely, on the Administrative Agent (a) to check or enquire on its behalf into the adequacy, accuracy or completeness of any information provided by the Borrower or any other Person 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 Administrative Agent), or (b) to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Borrower or the Guarantors. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower or the Guarantors which may come into the possession of the Administrative Agent or any of its officers, directors, employees or agents. Each Lender acknowledges that a copy of this Agreement has been made available to it for review and each Lender acknowledges that it is satisfied with the form and substance of the same.

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13.7 Indemnification

Each Lender hereby agrees to indemnify the Administrative Agent (solely in such capacity and to the extent not reimbursed by the Borrower), in accordance with its Rateable Portion, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time (including, without limitation, at any time following payment of the Loans) be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by the Administrative Agent hereunder or thereunder or in respect hereof or thereof; 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 Administrative Agent’s gross negligence or wilful misconduct. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its Rateable Portion of any out-of-pocket expenses (including counsel fees) incurred by the Administrative Agent in connection with the preservation of any rights of the Administrative Agent or the Lenders as against the Borrower under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Loan Documents, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower. The indemnities in this Section 13.7 shall survive the payment of the Loans and all other amounts payable hereunder.

13.8 Successor Administrative Agent

Subject to the appointment and acceptance of a Successor Administrative Agent (as defined below) as provided in this Section 13.8, the Administrative Agent may (a) resign at any time by giving thirty (30) days written notice thereof to the Lenders and the Borrower or (b) be removed by the Required Lenders at any time upon thirty (30) days written notice thereof to such Administrative Agent. Upon any such resignation or removal, the Lenders shall have the right to appoint a successor agent (in this Section 13.8, the “ Successor Administrative Agent ”) which shall be one of the Lenders. If no Successor Administrative Agent shall have been so appointed by the Lenders and shall have accepted such appointment by the time of such resignation or removal, then the retiring or removed Administrative Agent may, on behalf of the Lenders, appoint a Successor Administrative Agent from among the Lenders, which Successor Administrative Agent shall (provided no Event of Default has occurred and is continuing) be acceptable to the Borrower acting reasonably. Upon the acceptance of any appointment as Administrative Agent hereunder by a Successor Administrative Agent, such Successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, including those as fondé de pouvoir , and the retiring or removed Administrative Agent shall thereupon be discharged from its further duties and obligations as Administrative Agent under this Agreement. The retiring or removed Administrative Agent shall cooperate with the Successor Administrative Agent in the performance of its duties for a reasonable period of time after such resignation. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article 13 shall continue to enure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder.

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13.9 Action by and Consent of Lenders; Waiver and Amendments

13.9.1 Subject to Section 13.9.3, where the terms of this Agreement or any of the other Loan Documents refer to any action to be taken hereunder or thereunder by the Lenders or to any such action that requires the consent or other determination of the Lenders, the action taken by and the consent or other determination given or made by the Required Lenders shall, except to the extent that this Agreement expressly provides to the contrary, constitute the action or consent or other determination of the Lenders herein or therein referred to, and the Administrative Agent may exercise its powers under Section 13.1 based upon such action, consent or other determination.

13.9.2 Subject to Section 13.9.3, this Agreement and any other Loan Document may be amended only if the Borrower and the Required Lenders so agree in writing, any consent under this Agreement or any other Loan Document shall be given only by the Administrative Agent (at the direction of the Required Lenders) in writing, and any Event of Default may be waived before or after it occurs only if the Administrative Agent (at the direction of the Required Lenders) so agrees in writing. Any amendment, consent or waiver so made shall be binding upon all of the Lenders.

13.9.3 Any amendment or waiver which changes or relates to:
(a) increases in the amount of the Aggregate Commitment or any Lender’s Commitment (except in accordance with Section 2.9);
(b) decreases in the principal amount of, or rates of interest or Applicable Margins on, or fees in respect of the Loans;
(c) the Final Maturity Date;
(d) the scheduled dates for, or amounts of, repayment of the Loans;
(e) the currency of any payment;
(f) the release of a guarantee of any of the Secured Obligations or the release or discharge of the Security over all or any substantial portion of the Collateral (except to the extent provided in Section 13.9.6 below);
(g) the definition of “Required Lenders”;
(h) the rateable treatment of Lenders hereunder (except to the extent provided in Section 13.13); or
(i) this Section 13.9,

shall require the agreement of: (i) all of the Lenders (or in the case of amendments or waivers listed in Section (a), (b), (c), (d), (e) or (g) which affect only one of the Credit Facilities, all of the Lenders affected thereby); (ii) in the case of Section (f), any Secured Party that is not a Lender or an Affiliate of a Lender; and (iii) in the case of an amendment, the Borrower.

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13.9.4 Any amendment or waiver which changes or relates to the rights and/or obligations of the Administrative Agent shall also require the agreement of the Administrative Agent. Any amendment or waiver which changes or relates to the rights and/or obligations of the Issuing Lender or the Swingline Lender shall also require the agreement of the Issuing Lender or the Swingline Lender, as the case may be.

13.9.5 Any waiver and any consent by the Administrative Agent or any Lender under any provision of this Agreement or any other Loan Document may be given subject to any conditions thought fit by the Person giving that waiver or consent. Any waiver or consent shall be effective only in the instance and for the purpose for which it is given.

13.9.6 The Administrative Agent may from time to time without notice to or the consent of the Lenders execute and deliver partial releases of the Security in respect of any item of Collateral (whether or not the proceeds of sale thereof are received by the Administrative Agent) which (a) the Loan Parties are permitted to Dispose of hereunder, or (b) are no longer required to be subject to a specific form of Security pursuant to a change of use or of the form of ownership thereof, in each case, without obtaining the prior written consent of the Lenders, and if applicable, to re-deliver any Equity Interests or other Collateral in its possession pursuant to any such release; and in releasing any such Security or re-delivery of any such Collateral, the Administrative Agent may rely upon and assume the correctness of all information contained in any certificate or document provided by the Borrower, without further enquiry.

13.9.7 Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of the Borrower and the Administrative Agent (but without the consent of any Lender) to the extent necessary (a) to integrate any Credit Facility Increase in a manner consistent with Section 2.9 or (b) to cure any ambiguity, omission, defect or inconsistency.

13.10 Redistribution of Payments

Excluding a repayment or prepayment pursuant to Sections 12.3 or 14.6, a Lender (a “ Remitting Lender ”) which obtains any payment on account of its portion of a Loan which has not been repaid to the other applicable Lenders in accordance with their respective Rateable Portions shall, and the Borrower hereby irrevocably authorizes any such Lender to, remit such payment or portion thereof to the Administrative Agent for redistribution to the applicable Lenders in accordance with their respective Rateable Portions. In any such case, the Remitting Lender, upon such payment by it to the Administrative Agent, shall be deemed for all purposes not to have received from the Borrower that payment so remitted to the Administrative Agent, and the Lender or Lenders (the “ Receiving Lenders ”) receiving such payment or portions thereof upon a redistribution thereof by the Administrative Agent shall be deemed for the purposes hereof to have received such payment or portion thereof (as the case may be) from the Borrower. If all or part of any such payment made by such Remitting Lender shall be recovered by the Borrower from such Remitting Lender, such amount so paid by such Remitting Lender to the Administrative Agent shall forthwith be repaid by the Receiving Lenders to the Administrative Agent (for the benefit of the Remitting Lender).

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13.11 Notification of Default

Each Lender shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each of the Lenders, of any event of which it has actual notice which constitutes a Default or an Event of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the Administrative Agent has received notice from any Lender or the Borrower referring to this Agreement, describing the default and stating that the notice is a “Notice of Default”.

13.12 Taking and Enforcement of Remedies

13.12.1 Each of the Lenders hereby acknowledges that, to the extent permitted by Applicable Law, the remedies provided hereunder and under the other Loan Documents to the Lenders are for the benefit of the Lenders collectively and acting together and not severally and further acknowledges that its rights and the rights of any Affiliate of such Lender that is a party or counterparty to any Hedging Arrangement hereunder and thereunder are to be exercised collectively by the Administrative Agent upon the instructions of the Required Lenders. Accordingly, notwithstanding any of the provisions contained herein or therein, each of the Lenders (on its own behalf and on behalf of any Affiliate of such Lender that is a party or counterparty to any Hedging Arrangement) hereby covenants and agrees that it shall not be entitled to take any action with respect to the Credit Facilities, including, without limitation, any election of remedies in respect of an Event of Default hereunder, but that any such action shall be taken only by the Administrative Agent upon the instructions of the Required Lenders as provided herein. Notwithstanding the foregoing, in the absence of instructions from the Required Lenders (or, to the extent Section 13.9.3 is applicable, the Lenders required by those provisions) where the Administrative Agent has requested instructions and in its sole opinion, acting reasonably, the exigencies of the situation warrant such action, the Administrative 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 interests of the Lenders. Each of the Lenders further covenants and agrees, that, upon any such instructions being given to the Administrative Agent by the Required Lenders, it shall cooperate fully with the Administrative Agent to the extent requested by the Administrative Agent in any collective action. Each Lender covenants and agrees to do all acts and things and to make, execute and deliver all agreements and other instruments, including, without limitation, any instruments necessary to effect any registrations, so as to fully carry out the intent and purposes of this Section 13.12.1.

13.12.2 Each Lender hereby covenants and agrees that it has not heretofore sought, taken, accepted or received and shall not hereafter seek, take, accept or receive any security for any of the obligations and liabilities of the Borrower hereunder or under the other Loan Documents or under any other document, instrument, writing or agreement ancillary hereto or thereto other than such security as is provided hereunder or thereunder and shall not enter into any agreement with any of the parties hereto or thereto relating in any manner whatsoever to the Credit Facilities, unless all of the Lenders shall at the same time obtain the benefit of any such security or agreement.

13.12.3 Each of the Lenders and the Borrower further covenants and agrees that all proceeds from the exercise of the rights and remedies provided hereunder and under the Loan Documents, to the extent permitted by Applicable Law, are held for the benefit of all of the Secured Parties

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and, after deduction therefrom of all costs of realization, shall be shared among the Secured Parties proportionately based upon the respective aggregate amounts of the Secured Obligations which are outstanding to each of the Secured Parties at the relevant time or times of sharing. To the extent any Lender receives or is entitled to receive any amount hereunder in excess of the amount of the Secured Obligations owed to it hereunder, it shall hold such excess in trust on behalf of and for the benefit of the other Secured Parties entitled thereto.

13.13 Adjustments to Reflect Rateable Portions

All Loans outstanding under any Credit Facility shall be maintained as between the Lenders under such Credit Facility according to their respective Rateable Portions, except to the extent that the Administrative Agent deems any variations therefrom to be immaterial. The Administrative Agent shall determine all adjustments to amounts required to be advanced by the Lenders or to amounts of payments to which the respective Lenders are entitled, to reflect as nearly as practicable the respective Rateable Portions of the Lenders under the applicable Credit Facility.

13.14 No Partnership

Nothing contained in this Agreement and no action taken by the Lenders pursuant hereto shall be deemed to constitute the Lenders a partnership, association, joint venture or other collective entity.

13.15 Co-Lead Arrangers and Other Titles

None of the Co-Lead Arrangers or the Lenders identified on the facing page of this Agreement as a “Joint Bookrunner” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

13.16 Defaulting Lenders

Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) the standby fees payable pursuant to Section 6.5 shall cease to accrue on the unused portion of the Revolving Facility Commitment of such Defaulting Lender;
(b) such Defaulting Lender shall not be included in determining whether, and the Commitment and the Rateable Portion of the aggregate principal amount of Loans of such Defaulting Lender under the Credit Facilities shall not be included in determining whether, all Lenders, the Required Lenders (or any subset thereof), have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 13.9), provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected
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Lender that affects such Defaulting Lender differently than other affected Lenders shall require the consent of such Defaulting Lender;

(c) the Administrative Agent may require such Defaulting Lender to pay to the Administrative Agent for deposit into an escrow account maintained by and in the name of the Administrative Agent an amount equal to such Defaulting Lender’s maximum contingent obligations hereunder to the Administrative Agent, the Issuing Lender and the Swingline Lender; and
(d) the Administrative Agent may withhold any payments owing to such Defaulting Lender for set-off against such Defaulting Lender’s existing or reasonably foreseeable future obligations hereunder.

For the avoidance of doubt, the Borrower shall retain and reserve its other rights and remedies under Applicable Law respecting each Defaulting Lender.

13.17 Erroneous Payments by the Administrative Agent

13.17.1 If the Administrative Agent notifies a Lender, Issuing Lender or Secured Party, or any Person who has received funds on behalf of a Lender, Issuing Lender or Secured Party (any such Lender, Issuing Lender, Secured Party or other recipient, a “ Payment Recipient ”) that the Administrative Agent has determined in its sole reasonable discretion that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Payment Recipient) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “ Erroneous Payment ”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Payment Recipient shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent, in same day funds (in the currency so received), the amount of any such Erroneous Payment (or portion thereof), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent (a) in respect of an Erroneous Payment in U.S. Dollars only, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with prevailing banking industry rules on interbank compensation from time to time in effect, or (b) in respect of an Erroneous Payment in Canadian Dollars only, at a rate determined by the Administrative Agent in accordance with prevailing banking industry rules on interbank compensation from time to time in effect. To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

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13.17.2 Without limiting immediately preceding Section 13.17.1, each Payment Recipient hereby further agrees that if it receives an Erroneous Payment from the Administrative Agent (or any of its Affiliates) (a) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment (the “ Payment Notice ”), or (b) that was not preceded or accompanied by a Payment Notice sent by the Administrative Agent (or any of its Affiliates), then, said Payment Recipient shall be on notice, in each case, that an error has been made with respect to such Erroneous Payment. Each Payment Recipient agrees that, in each such case, or if it otherwise becomes aware an Erroneous Payment (or portion thereof) may have been sent in error, such Payment Recipient shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent (i) in respect of an Erroneous Payment in U.S. Dollars only, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with prevailing banking industry rules on interbank compensation from time to time in effect, or (ii) in respect of an Erroneous Payment in Canadian Dollars only, at a rate determined by the Administrative Agent in accordance with prevailing banking industry rules on interbank compensation from time to time in effect.

13.17.3 Each Payment Recipient hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Payment Recipient under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Payment Recipient from any source, against any amount due to the Administrative Agent under any of the immediately preceding Sections 13.17.1 or 13.17.2 or under the indemnification provisions of this Agreement.

13.17.4 In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent (such unrecovered amount, an “ Erroneous Payment Return Deficiency ”), the Borrower and each other Loan Party hereby agrees that (a) the Administrative Agent shall be subrogated to all the rights of such Payment Recipient with respect to such amount (including, without limitation, the right to sell and assign the Loans (or any portion thereof), which were subject to the Erroneous Payment Return Deficiency) and (b) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Secured Obligations owed by the Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Loan Party against or in respect of the Borrower or one or more of the Loan Parties, for the purpose of making such Erroneous Payment. For the avoidance of doubt, no assignment of an Erroneous Payment Deficiency will reduce the Commitments of any Payment Recipient and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to the assignment of an Erroneous Payment Deficiency, and irrespective of whether the Administrative Agent may be equitably

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subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Payment Recipient under the Loan Documents with respect to each Erroneous Payment Return Deficiency.

13.17.5 Each party’s obligations, agreements and waivers under this Section 13.17 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or Issuing Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

ARTICLE 14 SUCCESSORS AND ASSIGNS

14.1 Successors and Assigns

This Agreement shall become effective when executed by the Borrower, the Administrative Agent and each Lender and after that time shall be binding upon and enure to the benefit of the Borrower, the Administrative Agent, the Lenders and their respective successors and permitted assigns.

14.2 No Assignment by Borrower

The Borrower shall not have the right to assign its rights or obligations under this Agreement or any interest in this Agreement without the prior consent of all the Lenders, which consent may be arbitrarily withheld.

14.3 Assignment by Lenders

14.3.1 Upon prior written notice to the Administrative Agent, a Lender may assign all or any part of its interest in either or both Credit Facilities to one or more Persons (each an “ Assignee ”), provided that:

(a) so long as no Event of Default has occurred and is continuing, any such assignment shall be for a minimum Commitment of $5,000,000, and in integral multiples of $1,000,000 in excess thereof, unless the proposed Assignee is an existing Lender, an affiliate of an existing Lender, or any Approved Fund;
(b) such assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed);
(c) in the case of an assignment by a Revolving Lender, such assignment must be approved by the Issuing Lender and the Swingline Lender (such approval not to be unreasonably withheld or delayed) unless the proposed Assignee is an existing Lender;
(d) such assignment must be approved by the Borrower (such approval not to be unreasonably withheld or delayed) unless (i) the proposed Assignee is an existing
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Lender, or an Affiliate of a Lender or an Approved Fund, or (ii) an Event of Default has occurred and is continuing; and

(e) such Lender shall deliver to the Borrower an Assignment and Assumption Agreement by which the proposed Assignee assumes the obligations and agrees to be bound by all the terms and conditions of this Agreement, all as if the Assignee had been an original party and, if the proposed Assignee is not an existing Lender, the proposed Assignee shall deliver to the Administrative Agent an administrative questionnaire in a form supplied by the Administrative Agent.

14.3.2 Upon receipt by the Administrative Agent of a processing fee of $[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.] from the parties to such assignment (other than upon an assignment (a) to an Affiliate of the Lender, (b) to a Lender, or (c) by the Administrative Agent or any of its Affiliates) and satisfaction of the other conditions set out above, the assigning Lender and the Borrower shall be released from their respective obligations under this Agreement (to the extent of such assignment and assumption) and shall have no liability or obligations to each other to such extent, except in respect of matters arising prior to the assignment. The Assignee shall have the same rights and benefits and be subject to the same limitations under the Loan Documents as if it were an original signatory hereto.

14.3.3 Any assignment pursuant to this Section 14.3 will not constitute a repayment by the Borrower to the assigning or granting Lender of any Loan, nor a new Loan to the Borrower by such Lender or by the Assignee, as the case may be, and the parties acknowledge that the Borrower’s obligations with respect to any such Loans will continue and will not constitute new obligations.

14.3.4 Upon an assignment by a Lender pursuant to Section 14.3 (or pursuant to Section 14.6) becoming effective, Schedule A hereto shall be deemed to be amended to include the Assignee as a Lender with its specific Commitment, address and facsimile number and the Commitment of the Lender making such assignment shall be deemed to be reduced by the amount of the Commitment of the Assignee. The Administrative Agent may from time to time require an amendment to this Agreement to reflect any changes to Schedule A.

14.3.5 An Assignee shall not be entitled to receive any greater payment under Section 12.1 or Section 12.2 than the applicable Lender would have been entitled to receive (at the time of the assignment), unless the assignment is made (a) with the prior written consent of the Borrower, or (b) after an Event of Default has occurred and is continuing.

14.4 Participations

14.4.1 A Lender may grant participations in all or any part of its interest in the Credit Facilities to one or more Persons (other than a Loan Party) (each a “ Participant ”); provided that (a) such Lender’s obligations under this Agreement shall remain unchanged, (b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (c) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

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14.4.2 The voting rights of any Participant (a) shall be limited to matters in respect of (i) increases in Commitments of such Participant, (ii) reductions of principal, interest or fees payable to such Participant, (iii) extensions of any Final Maturity Date and (iv) releases or discharges of all or substantially all of the Security, and (b) for clarification purposes, shall not include the right to vote on waivers of Defaults or Events of Default.

14.4.3 Subject to the next sentence, to the extent permitted by Applicable Law, each Participant shall be entitled to the benefits of Article 12 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 14.3, provided such Participant agrees to be subject to Section 13.10 as though it were a Lender. A Participant shall not be entitled to receive any greater payment under Section 12.1 or Section 12.2 than the applicable Lender would have been entitled to receive (at the time of the participation) with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.

14.5 Further Assurances

The Borrower shall provide such certificates, acknowledgements and further assurances in respect of this Agreement and the Credit Facilities as an assigning Lender or a Lender granting a participation, as the case may be, may reasonably require in connection with any assignment or participation pursuant to this Article 14.

14.6 Departing Lenders

14.6.1 If a Lender: (a) is a Defaulting Lender; (b) seeks compensation under Section 12.1 or any payment under Section 12.2; (c) refuses to give timely consent to an amendment, modification or waiver of this Agreement that, pursuant to Section 13.9.3, requires consent of all the Lenders or all the Revolving Lenders or Term Lenders, as applicable, and the consent of the Required Lenders (or the Required Lenders under a particular Credit Facility) has been given with respect thereto (a “ Non-Consenting Lender ”); or (d) invokes Section 3.10, which continues for at least thirty (30) days, unless all Lenders are invoking the same (collectively, the “ Departing Lenders ”), then the Borrower may:

(i) replace the Departing Lender with an Assignee proposed by the Borrower to replace any Departing Lender in accordance with this Agreement (a “ Replacement Lender ”) acceptable to the Administrative Agent, acting reasonably, and (in the case of a Departing Lender who is a Revolving Lender) the Issuing Lender and the Swingline Lender, acting reasonably, who purchases at par the aggregate principal amount of the Loans owing to the Departing Lender and such Departing Lender’s entire Commitment and assumes the Departing Lender’s Commitment and all other obligations of the Departing Lender hereunder, provided that prior to or concurrently with such replacement:
(A) the Departing Lender shall have received payment in full of all principal, interest, fees and other amounts through such date of replacement (including Breakage Costs, the provision of funds as
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required pursuant to Section 4.2 in respect of outstanding Bankers’ Acceptances accepted by such Departing Lender and any amounts required to indemnify the Departing Lender for any additional cost, reduction, payment, foregone interest or other return requested pursuant to Section 12.1) and a release from any further obligations to make Advances hereunder after the date of such replacement;

(B) the assignment fee required to be paid pursuant to Section 14.4.1 shall have been paid by the Borrower to the Administrative Agent;
(C) all of the requirements for such assignment contained in Section 14.3 shall have been satisfied;
(D) such replacement does not conflict with any Applicable Law; and
(E) in the case of a Departing Lender who is a Non-Consenting Lender, the Replacement Lender consents, at the time of such assignment, to each matter in respect of which such Non-Consenting Lender was a Non-Consenting Lender and the Borrower requires each other Lender that is a Non-Consenting Lender to assign the aggregate principal amount of Loans owing to it under the Credit Facilities and its Commitment; or
(ii) provided that no Default or Event of Default has occurred or is continuing, elect to terminate the Departing Lender’s Commitment, in which case the applicable Credit Facility Commitment shall be reduced by an amount equal to the amount of any Departing Lender’s Commitment so cancelled (provided that prior to or concurrently with such cancellation, the Departing Lender shall have received payment in full of all principal, interest, fees and other amounts through such date of cancellation (including Breakage Costs, the provision of funds as required pursuant to Section 4.2 in respect of outstanding Bankers’ Acceptances accepted by such Departing Lender and any amounts required to indemnify the Departing Lender for any additional cost, reduction, payment, foregone interest or other return requested pursuant to Section 12.1) and a release from any further obligations to make Advances hereunder after such termination); or
(iii) exercise any combination of the rights under (i) and (ii) above; provided that in each case, each Departing Lender is treated rateably with the other Departing Lenders, if any.

14.6.2 Immediately upon a determination that a Lender has become a Departing Lender under Section 14.6, the Lender will have no further rights to exercise any right (voting or otherwise) in connection with the Loans and Commitments.

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ARTICLE 15 GENERAL

15.1 Reliance

All covenants, agreements, representations and warranties of any Loan Party made herein or in any other Loan Document or in any certificate or other document signed by any of its directors or officers and delivered by or on behalf of any of them pursuant hereto or thereto are material, shall be deemed to have been relied upon by the Administrative Agent and each Lender notwithstanding any investigation heretofore or hereafter made by the Administrative Agent, the Lenders or Lenders’ counsel or any employee or other representative of any of them and shall survive the execution and delivery of this Agreement and the other Loan Documents until the Borrower shall have satisfied and performed all of its obligations hereunder and the Lenders shall have no further obligation to make Advances hereunder.

15.2 Credit Information

15.2.1 Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to it, its Affiliates and its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives to the extent necessary to administer or enforce this Agreement and the other Loan Documents (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority having jurisdiction over it (including any self-regulatory authority), (c) to the extent required by Applicable Law or legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any Assignee of or Participant in, or any prospective Assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap, derivative, credit-linked note, credit insurance or similar transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section by such Person or actually known to such Person or (ii) becomes available to the Administrative Agent or any Lender on a non-confidential basis from a source other than any Loan Party. If the Administrative Agent or any Lender is requested or required to disclose any Information (other than to any bank or other regulatory examiner) pursuant to or as required by Applicable Law or by a subpoena or legal process, the Administrative Agent or such Lender, as applicable, shall use its reasonable commercial efforts to provide the Borrower with notice of such requests or obligation in sufficient time so that the Borrower may seek an appropriate protective order or waive the Administrative Agent’s, or such Lender’s, as applicable, compliance with the provisions of this Section, and the Administrative Agent and such Lender, as applicable, shall, to the extent reasonable, co-operate with the Borrower in the Borrower obtaining any such protective order.

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15.2.2 For purposes of this Section, “Information” means all information received from any Loan Party relating to any Loan Party or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to such receipt. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

15.2.3 The Administrative Agent may disclose to any agency or organization that assigns standard identification numbers to loan facilities such basic information describing the Credit Facilities as is necessary to assign unique identifiers (and, if requested, supply a copy of this Agreement), it being understood that the Person to whom such disclosure is made will be informed of the confidential nature of such information and instructed to make available to the public only such information as such Person normally makes available in the course of its business of assigning identification numbers. In addition, and notwithstanding anything herein to the contrary, the Administrative Agent may provide to Loan Pricing Corporation and/or other recognized trade publishers information concerning the Borrower and the Credit Facilities of the nature customarily provided to Loan Pricing Corporation and/or other recognized trade publishers of such information for general circulation in the loan market.

15.2.4 The Borrower authorizes and consents to the reproduction, disclosure and use by the Administrative Agent and the Lenders of customary information about the Borrower (including, without limitation, the Borrower’s name and any identifying logos) and the transactions herein contemplated to enable the Administrative Agent and/or Lenders to publish promotional “tombstones” and other forms of notices of the transactions contemplated herein in any manner and in any media (including, without limitation, brochures and posting by the Administrative Agent and the Lenders on their websites). In addition to the foregoing, each Lender and its Affiliates shall have the right to: (a) describe the transaction, including the interest rates and maturity dates applicable to the Credit Facilities, and (b) describe the Borrower, including its name and logo, and the Guarantors in reporting that is distributed by an Approved Fund to its investors from time to time; provided, however, that any such descriptions shall (i) not include any financial statement information of any Loan Party and (ii) be accompanied by a written notice to the Approved Fund’s investors stating that such descriptions are strictly confidential and may not be disclosed by any such investor, nor used by any such investor for any purpose other than for monitoring the performance of the Approved Fund.

15.3 Employment of Experts

The Administrative Agent may, at any time and from time to time, retain and employ legal counsel, independent accountants and other experts in order to perform or assist it in the performance of its rights and powers under this Agreement or the other Loan Documents, and neither it (in its capacity as Administrative Agent) nor its directors, officers or employees shall be responsible to the Borrower or any other Person for or in respect of the negligence or misconduct of any such counsel, accountant, consultant or other expert selected by it in good faith and with reasonable care. The Borrower shall pay to the Administrative Agent within thirty (30) days of demand (with full particulars, including supporting documentation, of amounts claimed) all proper

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and reasonable compensation paid or payable to such counsel, accountant, consultant or other expert retained or employed pursuant to this provision.

15.4 Reliance by the Lenders

The Administrative Agent and the Lenders shall be entitled to rely upon any schedule, certificate, statement, report, notice or other document or written communication (including any facsimile or other means of electronic communication) believed by them to be genuine and correct, and upon the advice and statements of agents, legal counsel, accountants, appraisers, consultants and other experts selected by them.

15.5 Notices

15.5.1 Any notice or other communication required or permitted to be given hereunder shall, except as otherwise permitted, be in writing and given by delivering it or sending it by handdelivery, prepaid first-class mail, facsimile or other means of electronic communication as hereinafter provided. Subject to Section 15.5.2, any such notice, if mailed by prepaid first-class mail at any time other than during or within three (3) Business Days prior to a general discontinuance of postal service due to strike, lockout or otherwise, shall be deemed to have been received on the fourth Business Day after the post-marked date thereof, or if sent by facsimile or other means of electronic communication, shall be deemed to have been received on the day of sending, or if delivered by hand shall be deemed to have been received at the time it is delivered to the applicable address noted below either to the individual designated below or to a senior employee of the addressee at such address (and, in the case of the Administrative Agent or any Lender, at the same department within such Lender) with responsibility for matters to which the information relates, provided in each case that if such day is not a Business Day, such notice shall be deemed to have been received on the next succeeding Business Day. Notice of change of address shall also be governed by this Section. In the event of a general discontinuance of postal service due to strike, lock-out or otherwise, notices or other communications shall be delivered by hand, or sent by facsimile or other means of electronic communications and shall be deemed to have been received in accordance with this Section. Notices and other communications shall be addressed as follows:

(a) if to the Borrower:

Pet Valu Holdings Ltd. 130 Royal Crest Court Markham ON L3R 0A1

Attention: [REDACTED. PERSONAL INFORMATION.] E-mail: [REDACTED. PERSONAL INFORMATION.]

with a copy to:

[REDACTED. PERSONAL INFORMATION.]

Attention: [REDACTED. PERSONAL INFORMATION.]

153 -

Email: [REDACTED. PERSONAL INFORMATION.]

with a copy (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019

Attention: [REDACTED. PERSONAL INFORMATION.] Email: [REDACTED. PERSONAL INFORMATION.]

with a copy (which shall not constitute notice) to:

Blake, Cassels & Graydon LLP 199 Bay Street Suite 4000 Toronto, Ontario M5L 1A9

Attention: [REDACTED. PERSONAL INFORMATION.] Email: [REDACTED. PERSONAL INFORMATION.]

(b) if to the Administrative Agent:

Royal Bank of Canada 20 King Street West, 4[th] Floor Toronto, Ontario M5H 1C4

Attention: [REDACTED. PERSONAL INFORMATION.] Facsimile number: [REDACTED. PERSONAL INFORMATION.] E-mail: [REDACTED. PERSONAL INFORMATION.]

(c) if to the Lenders, at the addresses noted on Schedule A or in any Assignment and Assumption Agreement executed pursuant to Section 14.3.1.

15.5.2 Any notice or other communication required or permitted to be given by the Borrower hereunder shall be given prior to 1:00 p.m. (Toronto time) (other than notices given in accordance with Section 3.1 hereof) on the date stipulated therefor in order to be considered effective on such date, unless the Administrative Agent otherwise agrees or unless otherwise expressly provided herein. Any notice actually given after that time will be deemed to be given on the immediately following Business Day. Notices delivered through electronic communications to the extent provided in Section 15.5.4 below, shall be effective as provided in Section 15.5.4.

15.5.3 Notwithstanding anything to the contrary contained herein, a Borrowing/Rollover/Conversion Notice shall only be deemed to have been received upon actual receipt by the Administrative Agent.

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15.5.4 Notices and other communications to the Borrower and the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent and the Borrower. The Administrative Agent or the Borrower may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

15.6 Time

Time is of the essence in all provisions of the Loan Documents.

15.7 Further Assurances

Whether before or after the happening of an Event of Default, the Borrower shall at its own expense do, make, execute or deliver, or cause to be done, made, executed or delivered all such further acts, documents and things in connection with the Credit Facilities and the Loan Documents as the Administrative Agent may reasonably require from time to time for the purpose of giving effect to the Loan Documents.

15.8 Judgment Currency

15.8.1 If for the purpose of obtaining judgment in any court in any jurisdiction with respect to this Agreement, it is necessary to convert into the currency of such jurisdiction (the “ Judgment Currency ”) any amount due hereunder, the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which judgment is given. For this purpose, “rate of exchange” means the rate at which the Administrative Agent would, on the relevant date, be prepared to sell a similar amount of such currency in the Toronto foreign exchange market, against the Judgment Currency, in accordance with normal banking procedures.

15.8.2 In the event that there is a change in the rate of exchange prevailing between the Business Day before the day on which judgment is given and the date of payment of the amount due, the Borrower will, on the date of payment, pay such additional amounts as may be necessary to ensure that the amount paid on such date is the amount in the Judgment Currency which, when converted at the rate of exchange prevailing on the date of payment, is the amount then due under this Agreement.

15.8.3 Any additional amount due from the Borrower under this Section 15.8 shall be due as a separate debt and shall not be affected by judgment being obtained for any other sums due under or in respect of this Agreement.

15.9 Severability

Each of the provisions contained in any Loan Document is distinct and severable and a declaration of invalidity, illegality or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any such provision in any other jurisdiction or the validity or enforceability of any other provision of such Loan Document or of any other Loan Document. Without limiting the generality of the foregoing,

155 -

if any amounts on account of interest or fees or otherwise payable by the Borrower to the Administrative Agent or the Lenders hereunder exceed the maximum amount recoverable under Applicable Law, the amounts so payable hereunder shall be reduced to the maximum amount recoverable under Applicable Law.

15.10 Governing Law

Except as otherwise specifically provided, the Loan Documents shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

15.11 Submission to Jurisdiction

The Borrower agrees that any suit, action or proceeding arising out of or relating to this Agreement against it or any of its assets may be brought in any court of the Province of Ontario and the parties hereto hereby irrevocably and unconditionally attorn and submit to the nonexclusive jurisdiction of such court over the subject matter of any such suit, action or proceeding. The Borrower irrevocably waives and agrees not to raise any objection it might now or hereafter have to any such suit, action or proceeding in any such court including, without limitation, any objection that the place where such court is located is an inconvenient forum or that there is any other suit, action or proceeding in any other place relating in whole or in part to the same subject matter. The Borrower agrees that any judgment or order in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it and consents to any such judgment or order being recognized and enforced in the courts of its jurisdiction of incorporation or any other courts, by registration or homologation of such judgment or order, by a suit, action or proceeding upon such judgment or order, or any other means available for enforcement of judgments or orders. Nothing in this Section shall restrict the bringing of any such suit, action or proceeding in the courts of any other jurisdiction.

15.12 Québec Matters

For purposes of any assets, liabilities or entities located in the Province of Québec and for all other purposes pursuant to which the interpretation or construction of this Agreement or any other Loan Document may be subject to the laws of the Province of Québec or a court or tribunal exercising jurisdiction in the Province of Québec: (a) “personal property” shall include “movable property”; (b) “real property” or “real estate” shall include “immovable property”; (c) “tangible property” shall include “corporeal property”; (d) “intangible property” shall include “incorporeal property”; (e) “security interest”, “mortgage” and “lien” shall include a “hypothec”, “right of retention”, “prior claim” and a resolutory clause; (f) all references to filing, perfection, registering or recording under the Personal Property Security Act shall include publication under the Civil Code of Québec; (g) all references to “perfection” of or “perfected” liens or security interest shall include a reference to an “opposable” or “set up” hypothec or lien as against third parties; (h) any “right of offset”, “right of setoff” or similar expression shall include a “right of compensation”; (i) “goods” shall include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities; (j) an “agent” shall include a “mandatary” (provided that the Administrative Agent shall constitute a “hypothecary representative” for purposes of Security governed by Québec law); (k) “construction liens” shall include “legal

156 -

hypothecs”; (l) “joint and several” shall include “solidary”; (m) “gross negligence or willful misconduct” shall be deemed to be “intentional or gross fault”; (n) “registered ownership” shall include “ownership on behalf of another as mandatary” and “beneficial ownership” shall include “ownership”; (o) “easement” shall include “servitude”; (p) “priority” shall include “prior claim” or, as the context requires, “ranking”; (q) “survey” shall include “certificate of location and plan”; (r) “state” shall include “province”; (s) “fee simple title” shall include “ownership”; and (t) “accounts” shall include “claims”. The parties hereto confirm that it is their wish that this Agreement and any other document executed in connection with the transactions contemplated herein be drawn up in the English language only and that all other documents contemplated thereunder or relating thereto, including notices, may also be drawn up in the English language only. Les parties aux présentes confirment que c'est leur volonté que cette convention et les autres documents de crédit soient rédigés en langue anglaise seulement et que tous les documents, y compris tous avis, envisagés par cette convention et les autres documents peuvent être rédigés en langue anglaise seulement.

15.13 Anti-Money Laundering Laws

The Borrower acknowledges that, pursuant to Anti-Money Laundering Laws and other applicable “know your client” laws and requirements, the Lenders and the Administrative Agent may be required to obtain, verify and record information regarding the Loan Parties, their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties and the transactions contemplated hereby. The Borrower shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender or the Administrative Agent, or any prospective Assignee or Participant, in order to comply with any applicable Anti-Money Laundering Laws or such other applicable “know your client” laws and requirements, whether now or hereafter in existence.

15.14 Waiver of Jury Trial

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY 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 LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15.14.

15.15 Counterparts; Electronic Execution

This Agreement and each other Loan Document may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall be

157 -

deemed an original, but all of which together shall constitute one and the same instrument. Delivery by fax or other electronic transmission of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement or any other Loan Document shall be deemed to include electronic signatures, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including, without limitation, as in provided Parts 2 and 3 of the Personal Information Protection and Electronic Documents Act (Canada), the Electronic Commerce Act, 2000 (Ontario), the Electronic Transaction Acts (British Columbia), the Electronic Transactions Act (Alberta), or any other similar laws based on the Uniform Electronic Commerce Act of the Uniform Law Conference of Canada. The Administrative Agent may, in its discretion, require that any such documents and signatures executed electronically or delivered by fax or other 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 fax or other electronic transmission.

15.16 Entire Agreement

The Loan Documents constitute the entire agreement between the parties thereto pertaining to the matters therein set forth. There are no warranties, undertakings, representations or agreements between such parties in connection with such matters except as specifically set forth or referred to in the Loan Documents.

15.17 This Agreement to Govern

If there is any inconsistency between the terms of this Agreement and the terms of any other Loan Document then, in respect of the Obligations, the provisions hereof shall prevail to the extent of the inconsistency. The foregoing shall not apply to limit or restrict in any way the rights and remedies of the Administrative Agent or the Lenders under the terms of the Security Documents after the Liens thereby constituted shall have become enforceable.

[signature page follows]

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the date first written above.

PET VALU CANADA INC. , as Borrower

Per: (signed) “Christine Martin Bevilacqua” Name: Christine Martin Bevilacqua Title: Director and Chief Administrative Officer

PET VALU HOLDINGS LTD. , as Parent

Per: (signed) “Christine Martin Bevilacqua” Name: Christine Martin Bevilacqua Title: Chief Administrative Officer

(signatures continued on the page next following)

Signature Page to Credit Agreement

(signatures continued from the preceding page)

ROYAL BANK OF CANADA , as Administrative Agent

Per: (signed) “Ann Hurley” Name: Ann Hurley Title: Manager, Agency

(signatures continued on the page next following)

Signature Page to Credit Agreement

(signatures continued from the preceding page)

THE LENDERS

ROYAL BANK OF CANADA , as a Lender

Per: (signed) “Vishal Nayee”

Name: Vishal Nayee Title: Authorized Signatory

(signatures continued on the page next following)

Signature Page to Credit Agreement

(signatures continued from the preceding page)

CANADIAN IMPERIAL BANK OF COMMERCE , as a Lender

Per: (signed) “Cameron Scott” Name: Cameron Scott Title: Authorized Signatory

Per: (signed) “James Day” Name: James Day Title: Authorized Signatory

Signature Page to Credit Agreement

(signatures continued from the preceding page)

NATIONAL BANK OF CANADA , as a Lender

Per: (signed) “David Torrey” Name: David Torrey Title: Managing Director

Signature Page to Credit Agreement

(signatures continued from the preceding page)

THE TORONTO-DOMINION BANK , as a Lender

Per: (signed) “Tim Thomas” Name: Tim Thomas Title: Managing Director Per: (signed) “Andrew Rytel” Name: Andrew Rytel Title: Vice President

Signature Page to Credit Agreement

(signatures continued from the preceding page)

ATB FINANCIAL , as a Lender

Per: (signed) “Matt Oldham” Name: Matt Oldham Title: Director Per: (signed) “Wes Jardine” Name: Wes Jardine Title: Managing Director Capital Markets

Signature Page to Credit Agreement

(signatures continued from the preceding page)

CANADIAN WESTERN BANK , as a Lender

Per: (signed) “Craig Preiksaitis” Name: Craig Preiksaitis Title: Senior Manager, Corporate Lending

Per: (signed) “John Cherian” Name: John Cherian Title: MD & Head, Corporate and Energy Lending

Signature Page to Credit Agreement

(signatures continued from the preceding page)

LAURENTIAN BANK OF CANADA , as a Lender

Per: (signed) “Christian Mailhot” Name: Christian Mailhot Title: Managing Director Per: (signed) “Kate Paul” Name: Kate Paul Title: Director

Signature Page to Credit Agreement

(signatures continued from the preceding page)

RAYMOND JAMES BANK , as a Lender

Per: (signed) “Cormac MaLochlainn” Name: Cormac MacLochlainn Title: SVP, Corporate Banking

Signature Page to Credit Agreement

SCHEDULE A

COMMITMENTS

[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]

A-1

SCHEDULE B

APPLICABLE MARGINS/STANDBY FEES

[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]

B-1

SCHEDULE C

BORROWING/ROLLOVER/CONVERSION NOTICE

TO: ROYAL BANK OF CANADA , as Administrative Agent (the “ Administrative Agent ”)

AT: [REDACTED. PERSONAL INFORMATION.]

RE:

PET VALU CANADA INC.

Reference is made to a credit agreement (the “ Credit Agreement ”) dated as of June 30, 2021 between, among others, Pet Valu Canada Inc., as Borrower, Pet Valu Holdings Ltd., as Parent, Royal Bank of Canada, as Administrative Agent and the Lenders party thereto. Capitalized terms used in this Borrowing/Rollover/Conversion Notice which are defined in the Credit Agreement have the meanings attributed thereto in the Credit Agreement.

 The Borrower hereby requests an Advance as follows:

Credit Facility:
Type of Advance:
Amount of Advance:
Borrowing Date:

BA Period or Interest Period, as

applicable:

If Letters of Credit are requested, please include details regarding the requested face amount, beneficiary (including address) 6. and maturity.

Payment instructions (if any):

C-1

 The Borrower hereby requests a [Rollover/Conversion] of a Loan as follows:

Credit Facility:
Type of Loan to be [rolled over/ converted] :
Principal amount of Loan to be [rolled over/converted] :
Maturity Date of Loan to be [rolled over/converted] , if applicable:
If Conversion of a Loan is requested, type of Advance into which such Loan is to be Converted:
BA Period or Interest Period, as applicable:
[Rollover/Conversion] Date:

The representations and warranties of the Borrower in Article 8 of the Credit Agreement, except those representations expressly stated to be made as of an earlier date, are true and correct on the date hereof as if made on and as of the date hereof.

No Default or Event of Default has occurred and is continuing nor will any Default or Event of Default occur after giving effect to the aforementioned [Advance / Rollover / Conversion] .

DATED this  day of  , 20  .

PET VALU CANADA INC.

Per: Name: Title: Per: Name: Title:

C-2

SCHEDULE D

REPAYMENT NOTICE

TO: ROYAL BANK OF CANADA , as Administrative Agent (the “ Administrative Agent ”)
AT: [REDACTED. PERSONAL INFORMATION.]
RE: PET VALU CANADA INC.

Reference is made to a credit agreement (the “ Credit Agreement ”) dated as of June 30, 2021 between, among others, Pet Valu Canada Inc., as Borrower, Pet Valu Holdings Ltd., as Parent, Royal Bank of Canada, as Administrative Agent and the Lenders party thereto. All terms used in this Repayment Notice which are defined in the Credit Agreement have the meanings attributed thereto in the Credit Agreement.

The undersigned hereby gives you notice of a repayment as follows:

(a) Date of Repayment:
(b) Credit Facility: (c) Type of Loan:
(d) Principal Amount of Repayment:

DATED this  day of  , 20  .

PET VALU CANADA INC.

Per: Name: Title: Per: Name: Title:

D-1

SCHEDULE E

FORM OF COMPLIANCE CERTIFICATE

TO: EACH OF THE FINANCIAL INSTITUTIONS which, as lenders, may from time to time be parties to the Credit Agreement (as defined herein) (the “ Lenders

AND TO: ROYAL BANK OF CANADA , as Administrative Agent (the “ Administrative Agent ”)

Reference is made to a credit agreement (the “ Credit Agreement ”) dated as of June 30, 2021, between, among others, Pet Valu Canada Inc., as Borrower, Pet Valu Holdings Ltd., as Parent, Royal Bank of Canada, as Administrative Agent, and the Lenders. All terms used in this Compliance Certificate which are defined in the Credit Agreement have the meanings attributed thereto in the Credit Agreement.

This Certificate is given pursuant to Section 9.1.1(c) of the Credit Agreement.

I,  , in my capacity as  of Pet Valu Canada Inc. (the “ Borrower ”) hereby certify without personal liability that I have read and am familiar with the terms of the Credit Agreement and in particular with the terms defined therein which are used herein and, further, certify without personal liability, to the best of my knowledge, information and belief, after due inquiry that:

The financial statements attached hereto for the [ Fiscal Quarter/Fiscal Year ] ended  [Date] were prepared in accordance with GAAP and present fairly in all material respects the consolidated financial position of the Parent and the results of its operations and cash flows for the period covered thereby.
No Default or Event of Default has occurred and is continuing as at the end of the [Fiscal Quarter/Fiscal Year] ended  [Date] , except for: (list or delete as applicable).
As at the end of the [Fiscal Quarter/Fiscal Year] ended  [Date] , (i) the Net Total Leverage Ratio was ___, (ii) the Net First Lien Leverage Ratio and (iii) the Interest Coverage Ratio was ________.
Exhibit 1 hereto sets forth details of the calculation of the above ratios.
Set forth on Exhibit 2 hereto is a list of each Immaterial Subsidiary as at the end of the [Fiscal Quarter/Fiscal Year] ended  [Date] . Such Immaterial Subsidiaries do not individually or in the aggregate exceed 10% of Consolidated EBITDA and Consolidated Total Assets, in each case, of the Parent and its Subsidiaries on a consolidated basis in accordance with GAAP (and attached to Exhibit 2 is a calculation showing the aggregate percentage of Consolidated EBITDA and Consolidated Total Assets represented by the Immaterial Subsidiaries).
As at the end of the most recently completed [Fiscal Quarter / Fiscal Year] ended  [Date] , the Cumulative Credit was $________. A description of the

E-1

additions to, and deductions from, the Cumulative Credit in such period are set out on Exhibit 3.

[For the most recently completed Excess Cash Flow Period ended  [Date], the aggregate amount of Excess Cash Flow was $___ and the resulting mandatory prepayment pursuant to Section 2.7.2 was $ ________. Exhibit 4 sets forth details of the calculation thereof.]

E-2

DATED as of  , 20  .

PET VALU CANADA INC.

Per: ______ Name: Title:

Exhibit 1

Financial Covenant Calculations

Exhibit 2

Immaterial Subsidiaries

Exhibit 3

Cumulative Credit

Exhibit 4

Excess Cash Flow

SCHEDULE F

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption (the “ Assignment and Assumption ”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “ Assignor ”) and [Insert name of Assignee] (the “ Assignee ”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “ Credit Agreement ”). The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date as set forth below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto only to the extent related to the amount and percentage interest identified in paragraph 5 below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any Letters of Credit included in such facilities) and (ii) to the extent permitted to be assigned under Applicable Law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan-transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “ Assigned Interest ”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignor:
Assignee:

 and is an existing Lender  and is an Affiliate/Approved Fund of [identify Lender]

Administrative Agent: Royal Bank of Canada, as the administrative agent under the Credit Agreement
Credit Agreement: Credit agreement dated as of June 30, 2021 between, among others, Pet Valu Canada Inc., the financial institutions party thereto and Royal Bank of Canada, as Administrative Agent.
Assigned Interest:

F-1

	Aggregate
	Amount of	Amount of
	Commitment/	Commitment/		Assigned of
Facility	Loans for all	Loans		Commitment/	CUSIP
Assigned	Lenders	Assigned	Percentage	Loans	Number
		$[]	$[]	%
		$[]	$[]	%
		$[]	$[]	%

[Trade Date]:

__, 20 [the “Effective Date”] [NTD: TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]

[ Signature Page Follows ]

F-2

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

By:

Name: Title:

ASSIGNEE

[NAME OF ASSIGNEE]

By: Name: Title:

Consented to by:

ROYAL BANK OF CANADA , as Administrative Agent

By:

Name: Title:

Consented to by:

ROYAL BANK OF CANADA , as Issuing Lender

By: Name: Title:

ROYAL BANK OF CANADA , as Swingline Lender

By:

Name: Title:

Consented to by:

PET VALU CANADA INC. , as Borrower

By: Name: Title: By: Name: Title:

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Representations and Warranties.
1.1 Assignor. The Assignor: (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Loan Parties or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the Secured Parties or any other Person of any of their respective obligations under any Loan Document; and (c) gives notice to the Administrative Agent and the Borrower of the assignment to the Assignee hereunder.
1.2 Assignee. The Assignee: (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder and (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 9.1.1 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.
Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued prior to the Effective Date, and to the Assignee for amounts which have accrued from and after the Effective Date.

F-4

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or by sending a scanned copy by electronic mail shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law governing the Credit Agreement.

F-5

SCHEDULE G

INTERCREDITOR AGREEMENT

[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]

G-1

SCHEDULE 8.1.6

GOVERNMENT APPROVALS

[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]

H-1

SCHEDULE 8.1.9

LITIGATION

[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]

I-1

SCHEDULE 8.1.11

CORPORATE STRUCTURE

[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]

J-1

SCHEDULE 8.1.12

RELEVANT JURISDICTIONS

[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]

K-1

SCHEDULE 8.1.13

PERMITTED LIENS

[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]

L-1

SCHEDULE 8.1.14

TAX MATTERS

[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]

M-1

SCHEDULE 8.1.19

INTELLECTUAL PROPERTY

[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]

N-1

SCHEDULE 8.1.20

PERMITTED INDEBTEDNESS[1]

[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]

1 Figures are as of the most recent accounting period, May 29, 2021.

O-1

SCHEDULE 8.1.22

MATERIAL PERMITS

[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]

P-1

SCHEDULE 8.1.23

MATERIAL INDEBTEDNESS

[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]

Q-1

SCHEDULE 8.1.24

REAL PROPERTY

[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]

R-1

SCHEDULE 8.1.25

CANADIAN PENSION PLANS

[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]

S-1

SCHEDULE 8.1.26

LABOUR AND EMPLOYMENT MATTERS

[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]

T-1

SCHEDULE 8.1.30

FRANCHISE MATTERS

[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]

U-1

SCHEDULE 9.3.9

TRANSACTIONS WITH AFFILIATES

[REDACTED. COMPETITIVELY SENSITIVE AND PREJUDICIAL INFORMATION.]

V-1

AI assistant

Pet Valu Holdings Ltd. — Capital/Financing Update 2021

48159_rns_2021-07-09_444e5fbc-173d-46c2-956e-6abbda2383fc.pdf

CREDIT AGREEMENT

PET VALU HOLDINGS LTD.,

PET VALU CANADA INC. ,

THE FINANCIAL INSTITUTIONS NAMED HEREIN

ROYAL BANK OF CANADA

TABLE OF CONTENTS

TABLE OF CONTENTS

(continued)

Page

TABLE OF CONTENTS (continued)

TABLE OF CONTENTS (continued)

Page

TABLE OF CONTENTS (continued)

CREDIT AGREEMENT

B E T W E E N:

PET VALU HOLDINGS LTD. ,

PET VALU CANADA INC. ,

THE FINANCIAL INSTITUTIONS NAMED HEREIN ,

ROYAL BANK OF CANADA ,

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration

ARTICLE 1 INTERPRETATION

1.1 Definitions

“ Change of Control ” means:

“ Permitted Dispositions ” means:

“ Permitted Indebtedness ” means:

“ Permitted Investments ” means:

“ Permitted Liens ” means:

“ Permitted Restricted Debt Payments ” means:

1.2 Gender and Number

1.3 Certificate of the Administrative Agent as to Rates, etc.

1.4 Interest Provisions

1.5 Headings, etc.

1.6 References

1.7 Currency

1.8 Permitted Liens

1.9 Accounting Principles

1.10 Determination of Amount of Loans

1.11 Computation of Time Periods

1.12 Actions on Days Other than Business Days

1.13 Incorporation of Schedules

1.14 Pro Forma and Other Calculations

ARTICLE 2 THE CREDIT FACILITIES

2.1 Establishment of the Revolving Facility

2.2 Establishment of the Term Facility

2.3 Nature of Credit Facilities

2.4 Use of Proceeds

2.5 Voluntary Repayments and Commitment Reductions under the Credit Facilities

2.6 Mandatory Repayments under the Credit Facilities

2.7 Mandatory Prepayments under the Credit Facilities

2.8 Swingline Loans

2.9 Increase in Credit Facilities

ARTICLE 3 OTHER PROVISIONS RELATING TO THE CREDIT FACILITIES

3.1 Advances

3.2 Selection of BA Periods and Interest Periods

3.3 Rollover and Conversion

3.4 Payments Generally

3.5 Funding of Advances

3.6 Remittance of Payments

3.7 Payments - No Deduction

3.8 Evidence of Indebtedness

3.9 Individual Obligations

3.10 Termination of LIBOR Advances

3.11 LIBOR Discontinuation

3.11.2.1 Benchmark Replacement .

3.11.2.6 Certain Defined Terms . As used in this Section 3.11.2:

3.12 CDOR Discontinuation

ARTICLE 4 BANKERS’ ACCEPTANCES

4.1 Procedure Relating to Bankers’ Acceptances

4.2 Cash Collateral for Bankers’ Acceptances

ARTICLE 5 LETTERS OF CREDIT

5.1 Letters of Credit

5.2 Payments under Letters of Credit

5.3 Reimbursement Obligations of the Borrower

5.4 Cash Collateral for Letters of Credit

5.5 Risks of Letters of Credit

ARTICLE 6 INTEREST AND FEES

6.1 Interest Rates

Pet Valu Holdings Ltd. Capital/Financing Update 2021