Quarterhill Inc. — Capital/Financing Update 2021

Sep 10, 2021

CREDIT AGREEMENT

DATED AS OF SEPTEMBER 1, 2021

BETWEEN

QUARTERHILL ITS INC. AS BORROWER

AND

HSBC BANK CANADA AND THE OTHER LENDERS FROM TIME TO TIME PARTY HERETO,

AND

HSBC BANK CANADA, AS ADMINISTRATIVE AGENT, SOLE LEAD ARRANGER, AND SOLE BOOK RUNNER

Section 1.1	Definitions 1
Section 1.2	Interpretation 24
Section 1.3	Change in Accounting Principles 24
Section 1.4	Letter of Credit Amounts 25
Section 1.5	Divisions 25

Section 2.1	Revolving Credit Commitments 25
Section 2.2	Term Credit Commitments 26
Section 2.3	Accordion Option Facility 27
Section 2.4	Hedge Transactions 29
Section 2.5	Cash Management Agreements. 30
Section 2.6	Letters of Credit 30
Section 2.7	Applicable Interest Rates 32
Section 2.8	Minimum Borrowing Amounts 34
Section 2.9	Manner of Borrowing Loans and Designating Applicable Interest Rates 34
Section 2.10	Interest Periods 36
Section 2.11	Maturity of Loans 36
Section 2.12	Prepayments 36
Section 2.13	Default Rate 38
Section 2.14	Evidence of Debt 39
Section 2.15	Funding Indemnity 39
Section 2.16	Credit Terminations 40
Section 2.17	Substitution of Lenders 40
Section 2.18	Swing Loans 40
Section 2.19	Defaulting Lenders 42
Section 2.20	Determination of Equivalent Amounts 43
Section 2.21	Commitment to Purchase Bankers' Acceptances and BA Equivalent Notes 43
Section 2.22	Special Provisions Regarding Bankers' Acceptances 44
Section 2.23	Special Provisions regarding BA Equivalent Notes 45
Section 2.24	Special Provisions Regarding LIBOR LOANS- Benchmark Replacement 45
	ARTICLE 3
Section 3.2	Breakage Costs 50

Section 5.1	Place and Application of Payments 51
Section 5.2	Account Debit 52

Section 6.1	Security 52
Section 6.2	Further Assurances and Future Subsidiaries 54
Section 6.3	Release of Security 54

Section 7.1	Organization and Qualification 54
Section 7.2	Authority and Validity of Obligations 55
Section 7.3	Location of Assets 55
Section 7.4	Financial Reports 55
Section 7.5	Full Disclosure 56
Section 7.6	Trademarks, Franchises, and Licenses 56
Section 7.7	Governmental Authority, Licensing and Material Contracts 57
Section 7.8	Good Title 57
Section 7.9	Litigation and Other Controversies 57
Section 7.10	Taxes 57
Section 7.11	Approvals 57
Section 7.12	Affiliate Transactions 58
Section 7.13	Pension Plans 58
Section 7.14	ERISA Representations 58
Section 7.15	Compliance with Laws 58
Section 7.16	Insurance 59
Section 7.17	No Guarantees 59
Section 7.18	Other Agreements 59
Section 7.19	Solvency 59
Section 7.20	No Broker Fees 59
Section 7.21	No Default 60
Section 7.22	Third-Party Benefit 60
Section 7.23	No Undisclosed Liabilities 60
Section 7.24	Certain Events 60
Section 7.25	Labour Matters 60
Section 7.26	Margin Regulations; Investment Company Act, Patriot Act 60
Section 7.27	Anti-Terrorism Laws 61
Section 7.28 Section 7.29	Representations and Warranties (as applicable to Target Group Members). 62 Survival of Representations and Warranties. 62

Section 8.1	Conditions for Initial Credit Event 62
Section 8.2	Conditions for All Credit Events under the Revolving Credit Facility 65

Positive Covenants 65
Negative Covenants 69
Financial Reports 75
Financial Covenants 76

ARTICLE 10 EVENTS OF DEFAULT AND REMEDIES

Section 10.1	Events of Default 76
Section 10.2	Non-Bankruptcy Defaults 78
Section 10.3	Bankruptcy Defaults 78
Section 10.4	Collateral for Undrawn Letters of Credit. 79
Section 10.5	Notice of Default 79
Section 10.6	Appointment of a Monitor 79
Section 10.7	Judgment Currency 79
Section 10.8	Acceleration of Certain Contingent Obligations 80

ARTICLE 11 THE ADMINISTRATIVE AGENT AND THE LENDERS

Section 11.1	Appointment and Authorization of Administrative Agent 80
Section 11.2	Administrative Agent and Its Affiliates 80
Section 11.3	Decision-Making 80
Section 11.4	Exculpatory Provisions 82
Section 11.5	Reliance by Administrative Agent 82
Section 11.6	Indemnification of Administrative Agent 83
Section 11.7	Delegation of Duties 83
Section 11.8	Security 83
Section 11.9	Payments by Administrative Agent 83
Section 11.10	Protection of Administrative Agent 84
Section 11.11	Duties of Administrative Agent 85
Section 11.12	Lenders' Obligations Several; No Partnership 86
Section 11.13	Sharing of Information 86
Section 11.14	Acknowledgement by Obligors 86
Section 11.15	Amendments to Article 11 87
Section 11.16	Deliveries, etc. 87
Section 11.17	Sharing of Payments by Lenders 87
Section 11.18	L/C Issuer 88
Section 11.19	Hedging Liability and Funds Transfer and Deposit Account Liability Arrangements 88
Section 11.20	Designation of Additional Agents 88
Section 11.21	Authorization to Release or Subordinate or Limit Liens 88
Section 11.22	Authorization to Enter into, and Enforcement of, the Collateral Documents 89
Section 11.23	Replacement of Administrative Agent 89
Section 11.24	Non-Reliance on Administrative Agent and Other Lenders 90
Section 11.25	Collective Action of the Lenders 90
Section 11.26	Erroneous Payments 90

ARTICLE 12 CHANGE IN CIRCUMSTANCES

Section 12.1	Increased Costs 93
Section 12.2	Taxes 94
Section 12.3	Mitigation Obligations: Replacement of Lenders 97
Section 12.4	Illegality 98
Section 12.5	Inability to Determine Rates Etc. 98
Section 12.6	Inability to Fund U.S. Dollar Borrowings in Canada 98

ARTICLE 13 MISCELLANEOUS

Section 13.1	No Waiver, Cumulative Remedies 100

Section 13.2	Non Business Days 100
Section 13.3	Documentary Taxes 100
Section 13.4	Survival of Indemnities 100
Section 13.5	Notices 100
Section 13.6	Headings 102
Section 13.7	Costs and Expenses; Indemnification 102
Section 13.8	Set off 103
Section 13.9	Entire Agreement and Conflicts 103
Section 13.10	Governing Law 103
Section 13.11	Submission to Jurisdiction 103
Section 13.12	Waiver of Venue 104
Section 13.13	WAIVER OF JURY TRIAL 104
Section 13.14	Counterparts: Integration: Effectiveness: Electronic Execution 104
Section 13.15	Severability of Provisions 104
Section 13.16	Excess Interest 105
Section 13.17	Construction 105
Section 13.18	Lenders' Obligations 105
Section 13.19	Successors and Assigns 105
Section 13.20	Confidentiality 108
Section 13.21	Canadian Anti-Money Laundering Legislation 109
Section 13.22	USA Patriot Act 110

EXHIBITS

EXHIBIT A	Form of Notice of Borrowing
EXHIBIT B	Form of Notice of Continuation/Conversion
EXHIBIT C	Form of Compliance Certificate
EXHIBIT D	Form of BA Equivalent Note
EXHIBIT E	Assignment and Assumption
EXHIBIT F	Form of Notice and Direction of Repayment

SCHEDULES

Schedule 1	Commitments
Schedule 2	Excluded Subsidiaries
Schedule 3	Material Leased Properties
Schedule 5.01(n)	List of Bank Accounts
Schedule 7.1	Obligors
Schedule 7.3	Location of Assets
Schedule 7.6	Trademarks, Franchises, and Licenses
Schedule 7.7	Material Contracts
Schedule 7.9	Litigation
Schedule 7.10	Taxes
Schedule 7.13	Pension Plans
Schedule 7.15	Compliance with Laws
Schedule 7.16	Insurance
Schedule 7.20	Broker Fees
Schedule 7.24	No Undisclosed Liabilities
Schedule 7.25	Labour Matters
Schedule 9.2(a)	Debt
Schedule 9.2(b)	Liens
Schedule 9.2(c)	Investments
Schedule 9.2(h)	Burdensome Contracts

CREDIT AGREEMENT

This Agreement is entered into as of September 1, 2021, between Quarterhill ITS Inc., as Borrower, HSBC Bank Canada, as the initial Lender, and the other financial institutions from time to time party to this Agreement, as Lenders, and HSBC Bank Canada, as Administrative Agent. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 1.1 hereof.

PRELIMINARY STATEMENT

WHEREAS the Lenders have agreed to make available to the Borrower certain credit facilities subject to the terms and conditions set out in this Agreement;

NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1 DEFINITIONS; INTERPRETATION

Section 1.1 Definitions. The following terms when used herein shall have the following meanings:

"Acceptance Fee" is defined in Section 4.1(c) hereof.

"Accordion Option Facility" has the meaning set forth in Section 2.3(a).

"Accordion Commitment" has the meaning ascribed to it in Section 2.3(e)(ii).

"Accordion Lender" has the meaning ascribed to it in Section 2.3(c).

"Acquisition" means any acquisition (whether by purchase, merger, consolidation or otherwise) or series of related acquisitions by any Obligor of (a) all or substantially all or any significant portion of the assets of a Person or division or line of business or a business unit of a Person, or (b) all or substantially all of the equity interests of a Person. For the avoidance of doubt, the term "Acquisition" shall not include any merger, amalgamation, business combination or consolidation among the Obligors.

"Administrative Agent" means HSBC Bank Canada, and any successor pursuant to Section 11.23 of this Agreement.

"Administrative Questionnaire" means an administrative questionnaire in a form supplied by the Administrative Agent.

"Affected Lender" is defined in Section 2.17 hereof.

"Affiliate" means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

"Agreement" means this Credit Agreement, as the same may be amended, modified, restated or supplemented from time to time pursuant to the terms hereof.

"Applicable Law" means, with respect to any Person, property, transaction or event, all applicable federal, provincial, state, municipal, local or other laws (including the common law and civil law), statutes, rules, regulations, codes, treaties, ordinances, by-laws, rules, directives, standards, conventions, judgments, orders, awards or determinations of courts, arbitrators or mediators, and decrees in any applicable jurisdiction in each case having the force of law which apply to such Person, property, transaction or event, including, for purposes of Section 11.2, FATCA.

"Anti-Corruption Laws" means all laws, rules and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to bribery or corruption, including, without limitation, the Foreign Corrupt Practices Act of 1977, as amended.

"Applicable Margin" means, with respect to Loans, Reimbursement Obligations and the commitment fees payable under Section 4.1 hereof, until the first Pricing Date, the rates per annum shown opposite Level III below, and thereafter from one Pricing Date to the next, the Applicable Margin means the rates per annum determined in accordance with the following table:

Level	Senior Leverage Ratio	Applicable Margin for Prime Rate Loans, Base Rate Loans	Applicable Margin for Acceptance Fees, LIBOR, Bankers' Acceptance and BA Equivalent Loans and Letters of Credit	Applicable Margin for Commitment Fees in respect of the Revolving Credit Facility
I	Less than 1.00 to 1.0
II	Greater than or equal to 1.00 to 1.0 but less than 2.00 to 1.0
III	Greater than or equal to 2.00 to 1.0 but less than 2.50 to 1.0
IV	Greater than or equal to 2.50 to 1.0 but less than 3.00 to 1.0
V	Greater than or equal to 3.00 to 1.0 but less than 3.50 to 1.0
VI	Greater than or equal to 3.50 to 1.0

For purposes hereof, the term "Pricing Date" means, for any Fiscal Quarter ending on or after the Closing Date, on the fifth (5) Business Day following receipt by the Administrative Agent of the financial statements for such Fiscal Quarter pursuant to Section 9.3(a) (or in respect of the fourth Fiscal Quarter, pursuant to Section 9.3(b). The Applicable Margin shall be established on a Pricing Date based on the Senior Leverage Ratio as of the end of the most recently completed Fiscal Quarter and the Applicable Margin established on a Pricing Date shall remain in effect until the next Pricing Date. If the Borrower has not delivered its financial statements by the date such financial statements are required to be delivered pursuant to Section 9.3(a) (or in respect of the fourth Fiscal Quarter, pursuant to Section 9.3(b) hereof (the "Required Delivery Date"), until such financial statements are delivered, the Applicable Margin at Level VI shall apply. In all other circumstances, the Applicable Margin established by such financial statements shall be in effect from the Pricing Date that occurs immediately after the end of the Fiscal Quarter covered by such financial statements until the next Pricing Date. Each determination of the Applicable Margin made by the Administrative Agent in accordance with the foregoing shall be conclusive and binding on the Borrower and the Lenders if reasonably determined. Notwithstanding the foregoing, and for greater certainty, any change to the Applicable Margin on any Bankers' Acceptance or LIBOR Loan will only become effective

"Basel III" means (a) the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the "Basel Committee on Banking Supervision in December 2010", each as amended, supplemented or restated; and (b) any further guidance or standards published by the Basel Committee on Banking Supervision relating to Basel III.

"BIA" means the Bankruptcy and Insolvency Act (Canada), any successor statute thereto, and the regulations promulgated thereunder.

"Borrower" means Quarterhill ITS Inc., a company formed pursuant to the federal laws of Canada.

"Borrowing" means the total of Loans of a single type advanced, continued for an additional Interest Period, or converted from a different type into such type by the Lenders under a Credit on a single date and, in the case of LIBOR Loans, Bankers' Acceptances and BA Equivalent Notes, for a single Interest Period. Borrowings of Loans are made and maintained rateably from each of the applicable Lenders under a Credit according to their Percentages of such Credit. A Borrowing is "advanced" on the day Lenders advance funds comprising such Borrowing to the Borrower, is "continued" on the date a new Interest Period for the same type of Loans commences for such Borrowing, and is "converted" when such Borrowing is changed from one type of Loan to the other, all as determined pursuant to Section 2.9 hereof. Borrowings of Swing Loans are made by the Swing Line Lender in accordance with the procedures set forth in Section 2.18 hereof.

"Business Day" means any day other than a Saturday, Sunday or other day on which banks are required or permitted to close in Toronto, Ontario and New York, New York; provided, however, that when used in connection with a LIBOR Loan, the term "Business Day" shall also exclude any day on which banks are not open for dealings in U.S. Dollar deposits on the London Interbank Market.

"Canadian Defined Benefit Plan" means each Canadian Pension Plan that contains a "defined benefit provision" within the meaning of subsection 147.1(1) of the Income Tax Act (Canada).

"Canadian Dollars", "\$" or "CAD\$" means the lawful money of Canada.

"Canadian Multi-Employer Plan" means each Canadian Pension Plan that is a "multi-employer plan" within the meaning of subsection 147.1(1) of the Income Tax Act (Canada).

"Canadian Pension Plan" means each Pension Plan that is a "registered pension plan" within the meaning of subsection 248(1) of the Income Tax Act (Canada).

"Capital Expenditures" means, for any period, all expenditures made directly or indirectly which are considered to be in respect of the acquisition or leasing of capital assets in accordance with GAAP, including the acquisition or improvement of Property (and all buildings, improvements and fixtures situated thereon), plant, machinery or equipment, whether fixed or removable..

"Capital Lease" means any lease of Property which, in accordance with GAAP, is required to be capitalized on the balance sheet of the lessee (other than a lease that would have been considered an "operating lease" in accordance with GAAP prior to the implementation of IFRS-16).

"Capitalized Lease Obligation" means, for any Person, the amount of the liability shown on the balance sheet of such Person in respect of a Capital Lease determined in accordance with GAAP.

"Cash Management Agreements" is defined in Section 2.5(a).

"Cash Taxes" in respect of any fiscal period means amounts actually paid by the Borrower on a consolidated basis in such fiscal period in respect of Taxes (whether relating to such fiscal period or any other fiscal period);

"CDOR Rate" means on any day, and for any period, the annual rate of interest which is the rate determined as being the arithmetic mean of the quotations of all institutions listed in respect of the rate for Canadian Dollar denominated bankers' acceptances for the relevant period displayed and identified as such on the "Refinitiv Screen CDOR Page" (as defined in the International Swaps and Derivatives Association, Inc. definitions, as modified and amended from time to time) as of 10:00 A.M. Toronto, Ontario local time on such day and, if such day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Administrative Agent after 10:00 A.M. Toronto, Ontario local time to reflect any error in a posted rate of interest or in the posted average annual rate of interest with notice of such adjustment in reasonable detail evidencing the basis for such determination being concurrently provided to the Borrower). If such rates are not available on the Refinitiv Screen CDOR Page on any particular day, then the CDOR Rate on that day shall be calculated as the arithmetic mean of the rates applicable to Canadian Dollar denominated bankers' acceptances for the relevant period publicly quoted for customers in Canada by those Lenders which are banks listed in Schedule I of the Bank Act (Canada) as of 10:00 A.M. Toronto, Ontario local time on such day; or if such day is not a Business Day, then on the immediately preceding Business Day. If the CDOR Rate (however determined) is below zero, the CDOR Rate will be deemed to be zero.

"Change in Law" means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Applicable Law, (b) any change in any Applicable Law or in the administration, interpretation or application thereof by any Governmental Authority, or (c) the making or issuance of any Applicable Law (whether or not having the force of law) by any Governmental Authority.

"Change of Control" means if (a) there occurs, directly or indirectly, a change in the legal or beneficial ownership of the Borrower from that existing at the Closing Date such that a different Person or group of Persons acting in concert, directly or indirectly, controls 50.01% or more of the votes that may be cast to elect a majority of the board of directors of the Borrower, or (b) the Borrower ceases to Control, directly or indirectly, any Guarantor.

"Closing Date" means the date of this Agreement or such later Business Day upon which each condition described in Section 8.1 hereof shall be satisfied or waived in a manner acceptable to the Required Lenders in their discretion.

"Code" means the Internal Revenue Code of 1986, as amended, any successor statute thereto, and the regulations promulgated and rulings issued thereunder.

"Collateral" means all property, assets and undertaking of each of the Obligors.

"Collateral Account" is defined in Section 10.4 hereof.

"Collateral Documents" means all security agreements, debentures, hypothecs, mortgages, deeds of trust, pledge agreements, assignments, deposit account control agreements, and other documents as shall from time to time secure or relate to the Obligations or any part thereof.

"Commitments" means each of the Revolving Credit Commitment and the Term Credit Commitment, and "Commitment" means either of them.

"Commodity Exchange Act" means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

"Companies" means each of the Obligors and the Excluded Subsidiaries and Company means any one of them.

"Compliance Certificate" is defined in Section 9.3(a) hereof.

"Contingent Obligations" means contingent indemnification obligations or liability under other provisions relative to reimbursement to the Lenders of amounts sufficient to protect the yield of the Lenders with respect to Loans and Letters of Credit.

"Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. "Controlling" and "Controlled" have corresponding meanings.

"Controlled Group" means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower, would be deemed to be a "single employer" within the meaning of Section 414(b), (c), (m) or (o) of the Code.

"Credit Event" means the advancing of any Loan, or the issuance of, or extension of the expiration date or increase in the amount of, any Letter of Credit or the changing or continuing of the type of interest rate borne by any Borrowing.

"Credit Exposure" means any period of time during which any Commitment is outstanding or any Obligation remains unpaid or any Letter of Credit remains outstanding (unless, in the case of any Letter of Credit, such Letter of Credit has been cash collateralized as provided in Section 10.4 or other credit support acceptable to the Administrative Agent and L/C Issuer has been provided); provided, however, that no Credit Exposure shall be deemed to exist solely due to the existence of Contingent Obligations, absent the assertion of a claim with respect thereto.

"Credits" means each of the Revolving Credit Facility, the Term Credit Facility and the Accordion Option Facility, and "Credit" means any one of them as the context requires.

"Debt" of any Person means, without duplication, (a) all obligations of such Person which are considered debt in accordance with GAAP, including the Obligations, or any other indebtedness of such Person for borrowed money, or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person (including any premiums and capitalized interest) relating to property acquired by such Person including under conditional sale or other title retention agreements, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business and any purchase price adjustments), (f) all Debt of others secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Debt secured thereby has been assumed; (g) all Guarantees by such Person of Debt of others, (h) all Capital Lease obligations of such Person, (i) all obligations, contingent or otherwise, of such Person under Performance Bonds or as an account party in respect of Letters of Credit (other than Letters of Credit issued in support of current accounts payable in the ordinary course of business), (j) all obligations contingent or otherwise in respect of Bankers' Acceptances and BA Equivalent Notes, (k) the amount of obligations under Hedging Agreements calculated on an aggregate net basis after taking into account all amounts owed by the counterparty in accordance with normal market practices(all such Debt owing to one or more Lenders is hereinafter referred to as the "Mark to Market Hedging Liability"), (l) all obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value equity securities, at the greater of voluntary or involuntary redemption price, plus accrued and unpaid dividends, once the conditions to so make any such purchase, redemption, retirement, defeasance or Acquisition have been satisfied. The Debt of any Person shall include the Debt of any other entity (including any partnership or joint venture in which such Person is a general partner or has an interest) to the extent such Person is liable therefor as a result of such Person's ownership interest in or other relationship with such entity, except to the extent the terms of such Debt provide that such Person is not liable therefor.

"Default" means any event or condition that constitutes an Event of Default or that would constitute an Event of Default except for satisfaction of any condition subsequent required to make the event or condition an Event of Default, including giving of any notice, passage of time, or both.

"Default Rate" is defined in Section 2.13 hereof.

"Defaulting Lender" shall mean, subject to Section 2.19(b), any Lender that, as determined by the Administrative Agent,

• (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans, or participations in respect of Letters of Credit or Swing Loans within three (3) Business Days of the date required to be funded by it hereunder;
• (b) has notified the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit; or
• (c) has failed, within three (3) Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations.

"Disposition" means the sale, transfer, lease, conveyance or other disposition of Property, other than sales or other dispositions expressly permitted under Section 9.2(e) hereof.

"Distribution" means (a) any amount paid to or on behalf of a shareholder, partner or unitholder of any Obligor to any Related Party thereto, by way of distributions, dividends, redemption of shares, share buyback, return of capital, repayment of shareholder or Related Party loans, payments on account of equity ownership (whether capital stock or other equity interests) or other similar payments and whether payments are made to such Person in its capacity as a shareholder, partners unitholder, owner or creditor of any Obligor or Related Party, (b) any amount paid, directly or indirectly, to purchase, redeem, or otherwise acquire or retire any of its capital stock or other equity interests or any warrants, options, or similar instruments to acquire the same, (c) any amount paid, directly or indirectly, in respect of management fees or shareholder bonuses (d) payments in respect of Subordinated Debt or (f) any other amount paid or repaid (including shareholder loans) to any holder of capital stock or other equity interest of the Borrower or any Affiliate of such holder.

"EBITDA" means, in respect of any fiscal period, an amount equal to the Net Income of the Borrower in such fiscal period, determined in accordance with GAAP, excluding the following: (i) income tax credits, (ii) equity income from non Wholly-owned Subsidiaries; (iii) extraordinary or non-recurring income and gains, (iv) non-cash income and gains (such as unrealized foreign exchange gains or gains resulting from Mark to Market Hedging Liability) but excluding non-cash income and gains to the extent that they will result in receipt of cash payments in any future period, and (v) adjustments and deductions set forth in any Quality of Earnings Report prepaed in connection with a Permitted Acquisition; plus the following amounts (to the extent such amounts were deducted in determining Net Income of the Borrower and provided that the items listed in clauses Section 1.1(f), Section 1.1(h), Section 1.1(i) and Section 1.1(k) below do not in the aggregate exceed percent ( %) of EBITDA, and without duplication):

• (a) Interest Expense paid in connection with Permitted Debt;
• (b) current and deferred income Taxes;
• (c) depreciation and amortization;

• (d) equity loss from non Wholly-owned Subsidiaries;

• (e) unrealized losses resulting from the Mark to Market Hedging Liability and non-cash foreign exchange losses;

• (f) reasonable non-recurring costs, fees and expenses incurred in connection with the consummation of a Permitted Acquisition;
• (g) reasonable non-recurring costs, fees and expenses incurred in connection with the completion of the Target Acquisition up to a maximum of US Dollars ( );
• (h) management fees and other intercompany charges required for tax compliance purposes paid or payable to Quarterhill Inc.;
• (i) reasonable non-recurring costs, fees and expenses incurred in connection with any restructuring or integration initiatives for any Permitted Acquisition;
• (j) non-cash share-based compensation;
• (k) adjustments and addbacks set forth in any Quality of Earnings Report prepared in connection with a Permitted Acquisition;
• (l) cash dividends or other cash distributions received from non Wholly-owned Subsidiaries; and
• (m) any other non-cash extraordinary charges or non-recurring charges, expenses or losses approved by the Required Lenders in writing;

and provided further that:

• in respect of each Company which became a Subsidiary of the Borrower in any fiscal period, EBITDA for such fiscal period shall be determined as if such Company had been a Subsidiary of the Borrower throughout the entire said fiscal period; and
• in respect of each Company which ceased to be a Subsidiary of the Borrower in any fiscal period, EBITDA for such fiscal period shall be determined as if such Company had not been a Subsidiary of the Borrower during such fiscal period.

"Eligible Assignee" means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other Person (other than a natural Person) approved by (i) the Administrative Agent, (ii) in the case of any assignment of the Revolving Credit Commitment, the Swing Line Lender and the L/C Issuer, and (iii) unless an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that, notwithstanding the foregoing, "Eligible Assignee" shall not include the Borrower or any Guarantor or any of the Borrower's or such Guarantor's Affiliates or Subsidiaries; provided further that, unless an Event of Default has occurred and is continuing, only financial institutions that: (x) are, or are deemed to be, resident in Canada for purposes of Part XIII of the Income Tax Act (Canada); or (y) are entitled to an exemption from any withholding tax under the law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document such that such payments may be made by the Borrower without withholding any Taxes, may be Eligible Assignees.

"Eligible Line of Business" means the business of the design, development and deployment of technology solutions for the intelligent transportation systems industry, including the provision of all products and services related to such technology solutions and any other business within the intelligent transportation systems industry agreed to by the Required Lenders.

"Employee Plan" means all plans with respect to the Borrower's or any other Obligor's employees or former employees to which the Borrower or any Obligor is a party to or bound by or to which the Borrower or any Obligor has an obligation to contribute relating to any employee benefit, incentive, stock option, stock purchase, stock appreciation, bonus, pension, profit sharing, deferred compensation, incentive compensation, life insurance and similar plans, accident insurance, hospitalization, health, welfare, disability, medical or dental treatment or expenses, unemployment insurance benefits, employee loans, vacation pay, severance or termination pay or other benefit plan, arrangements or practices relating to the current or former employees, officers or directors of the Borrower or any Obligor maintained, sponsored or funded by the Borrower or any Obligor, whether written or oral, funded or unfunded, insured or self-insured, registered or unregistered, other than a Statutory Plan, a multi-employer pension plan (including a Canadian Multi-Employer Plan or a Multiemployer Plan) or other Employee Plan created under a collective agreement or sponsored or administered by a union.

"Environmental Claim" means any notice of violation, demand, action, suit, injunction, judgment, order, consent decree, penalty, fine, Lien, administrative or judicial proceeding or claim (whether administrative, judicial or private in nature) arising (a) pursuant to, or in connection with an actual or alleged violation of, any Environmental Law, (b) in connection with any Release of Hazardous Material, (c) from any abatement, removal, remedial, corrective or response action in connection with a Hazardous Material, Environmental Law or order of a Governmental Authority or (d) from any actual or alleged damage, injury, threat or harm to occupational health or safety, natural resources or the environment.

"Environmental Law" means any Applicable Law pertaining to (a) the protection of occupational health or safety (as it relates to exposure to Hazardous Material) and the indoor or outdoor environment, (b) the protection (including conservation or management) of natural resources and wildlife, (c) the protection or use of surface water or groundwater, (d) the management, manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, Release, threatened Release, abatement, removal, remediation or handling of, or exposure to, any Hazardous Material or (e) pollution (including any Release to air, land, surface water or groundwater), and any applicable amendment, rule, regulation, order or directive issued thereunder.

"Equivalent Amount" means, on any day, in relation to an amount in one currency, the amount in another currency that could be purchased by the amount in the first currency determined by reference to the applicable Exchange Rate on such day.

"Erroneous Payment" is defined in Section 11.26(a).

"Erroneous Payment Deficiency Assignment" is defined in Section 11.26(d)(i).

"Erroneous Payment Impacted Class" is defined in Section 11.26(d)(i).

"Erroneous Payment Return Deficiency" is defined in Section 11.26(d)(i).

"Erroneous Payment Subrogation Rights" is defined in Section 11.26(e).

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute thereto.

"ERISA Affiliate" means each trade or business (whether or not incorporated) which together with an Obligor would be deemed to be a "single employer" within the meaning of Section 4001(b)(1) of ERISA or subsections (b), (c), (m) or (o) of Section 414 of the Code.

"ERISA Event" means (a) any Reportable Event; (b) the failure by any U.S. Pension Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such U.S. Pension Plan, whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any U.S. Pension Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any U.S. Pension Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any U.S. Pension Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any U.S. Pension Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any member of the Controlled Group of any notice, or the receipt by any Multiemployer Plan from the Borrower or any member of the Controlled Group of any notice, concerning the imposition of withdrawal liability under ERISA or a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA.

"ETC" means Electronic Transaction Consultants, LLC, a company formed pursuant to the laws of the state of Delaware (formerly Electronic Transaction Consultants Corporation, a Texas corporation) and any successor pursuant to the U.S. Corporate Restructuring.

"Event of Default" means any event or condition identified as such in Section 10.1 hereof.

"Event of Loss" means, with respect to any Property, any of the following: (a) any loss, destruction or damage of such Property or (b) any condemnation, seizure, or taking, by exercise of the power of eminent domain, expropriation or otherwise, of such Property, or confiscation of such Property or the requisition of the use of such Property (or any deed in lieu thereof).

"Excess Interest" is defined in Section 13.16 hereof.

"Exchange Rate" means, on the date of determination of any amount of one currency (the "first currency") to be converted into another currency (the "second currency") pursuant to this Agreement for any reason, or vice-versa, the spot rate of exchange for converting such first currency into such second currency or vice-versa, as the case may be, established by the Bank of Canada at on or about 4:30 pm (Toronto time) on the last Business Day preceding the date such determination is required.

"Excluded Subsidiaries" means any Subsidiary or joint venture of an Obligor which the Borrower requests, in writing to the Administrative Agent, from time to time be designated as an Excluded Subsidiary and which will be permitted to be an Excluded Subsidiary so long as the Administrative Agent and Lenders have reasonably satisfactory evidence that the covenant in Section 9.1(p) remains true,. As of the date of this Agreement, the entities listed in Schedule 2 to this Agreement are Excluded Subsidiaries as of the Closing Date.

"Excluded Swap Obligations" means, with respect to any Obligor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Obligor of, or the grant by such Obligor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Obligor's failure for any reason to constitute an "eligible contract participant" as defined in the Commodity Exchange Act (determined after giving effect to any "keepwell, support or other agreement" for the benefit of such Obligor and any and all guarantees of such Obligor's Swap Obligations by other Loan Parties) at the time the Guarantee of such Obligor, or a grant by such Obligor of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes excluded in accordance with the first sentence of this definition.

"Excluded Taxes" means with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Obligor hereunder or required to be withheld or deducted from a payment to any such recipient: (a) Taxes imposed on, or measured by such recipient's net income (however denominated) or capital (or franchise Taxes) imposed by Canada (or any province or territory thereof) or the jurisdiction (including any political subdivision thereof) under the laws of which such recipient is a resident (or a deemed resident), organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located or any other jurisdiction (including any political subdivision thereof) as a result of such recipient engaging in (or being deemed to be engaged in) a trade or business in such jurisdiction for Tax purposes; (b) any branch profits Tax or any similar Tax that is imposed by any jurisdiction described in clause (a) above; (c) any Other Connection Taxes, (d) in the case of any Lender, Canadian or United States withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Article 3(a)(i)(A)) or (ii) such Lender changes its lending office, except in each case to the extent that additional amounts with respect to such Taxes were Indemnified Taxes or were otherwise payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (e) Taxes attributable to such recipient's failure to comply with Section 12.2(e), (f) any U.S. federal withholding Taxes imposed under FATCA, and (g) Taxes imposed on payments made by a Person resident in Canada to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Obligor hereunder as a result of such Person either (i) not dealing at arm's length (within the meaning of the Income Tax Act (Canada)) with the Borrower or a Guarantor, as applicable, or (ii) being a "specified non-resident shareholder" of the Borrower or a Guarantor, as applicable, or a Person not dealing at arm's length with a "specified shareholder" of the Borrower or a Guarantor, as applicable, for the purposes of subsection 18(5) the Income Tax Act (Canada), unless in either (g)(i) or (g)(ii) above, such a relationship arises solely as a result of the entering into of this Agreement, the receipt of any payments contemplated by this Agreement or any Guarantee or the enforcement of any rights thereunder.

"FATCA" means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

"Federal Funds Rate" means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100th of one percent) of the per annum interest rates based on a 360 day year on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers as published in respect of such day on the next succeeding Business Day by the Federal Reserve Bank of New York or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100th of one percent) of the quotations for such day for such transactions received by the Administrative Agent from three (3) federal funds brokers of recognized standing selected by it.

"Fee Letter" means the letter dated the date of this agreement between the Borrower and the Administrative Agent relating to certain fees payable in connection with this Agreement.

"FEFC" means a foreign exchange forward contract or foreign currency option agreement entered into by a Lender or any of its Affiliates and the Borrower in connection with the management of currency risk.

"Financial Covenants" means each of the covenants set out in Section 9.4 hereof.

"Fiscal Quarter" means each of the fiscal quarters of, as applicable, the Borrower, being, in each case, the three (3) month periods ending March 31, June 30, September 30 and December 31 of each year. Unless otherwise expressly noted herein, the term "Fiscal Quarter" means a fiscal quarter of the Borrower.

"Fiscal Year" means each fiscal year of the Borrower being the twelve-month period ending December 31 of each year. Unless otherwise expressly noted herein, the term "Fiscal Year" means a fiscal year of the Borrower.

"Fixed Charge Coverage Ratio" means, at any time, with reference to any rolling four Fiscal Quarters, on a consolidated basis in respect of the Borrower, the ratio of (a) EBITDA less accrued Cash Taxes (whether or not paid), Unfunded Capital Expenditures, Distributions paid in cash (excluding any principal and interest paid in respect of Subordinated Debt) to (b) the sum of Interest Expense paid or payable in cash plus all scheduled principal payments on Debt (including for greater certainty, any scheduled principal and interest paid in respect of Subordinated Debt).

"Foreign Lender" means any Lender that is not organized under the laws of the jurisdiction in which the Borrower is resident for tax purposes and that is not otherwise considered or deemed in respect of any amount payable to it hereunder or under any Loan Document to be resident for income tax or withholding tax purposes in the jurisdiction in which the Borrower is resident for tax purposes by application of the laws of that jurisdiction.

"Free Cash Flow" in respect of any Fiscal Year means consolidated EBITDA of the Borrower in accordance with GAAP for such Fiscal Year less the following amounts (without duplication and only to the extent added back to EBITDA for such Fiscal Year): (a) Cash Taxes, (b) Interest Expense payable in cash, (c) Unfunded Capital Expenditures, (d) refinancing transaction costs, fees and expenses for the Credits established by this Agreement, (e) scheduled principal payments paid, (f) voluntary prepayments (in respect of the Term Credit Facility only), (g) management and consulting fees paid to Quarterhill Inc. to the extent actually paid in cash during such period.

"Fund" means any Person (other than a natural Person) 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.

"Funded Debt" means, without duplication, the sum of all Debt of any Obligor, other than contingent obligations owing by such Obligor under or in respect of Performance Bonds, but only to the extent that the counter-party to such Performance Bond has not made a claim thereunder.

"Funds Transfer and Deposit Account Liability" means the liability of the Borrower or the other Obligors owing to any of the Lenders, or any Affiliates of such Lenders, arising out of (a) the execution or processing of electronic transfers of funds by automatic clearing house transfer, wire transfer or otherwise to or from deposit accounts of the Borrower and/or any of the other Obligors now or hereafter maintained with any of the Lenders or their Affiliates, (b) the acceptance for deposit or the honouring for payment of any cheque, draft or other item with respect to any such deposit accounts, and (c) any other deposit, disbursement, credit and/or debit card and cash management services afforded to the Borrower or any of the other Obligors by any of such Lenders or their Affiliates.

"GAAP" "means, generally accepted accounting principles, as adopted by the Chartered Professional Accountants of Canada Accounting Standards Board, in effect from time to time, including IFRS.

"Governmental Authority" means the governments of Canada, the United States of America, or any other nation, or of any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including any supranational bodies such as the European Union or the European Central Bank and including a Minister of the Crown, Superintendent of Financial Institutions or other comparable authority or agency.

"Guarantee" means any agreement by which any Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes liable upon, the obligation of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person or otherwise assures any creditor of such Person against loss, and shall include any contingent liability under any Letter of Credit or similar document or instrument, but shall exclude liability arising as a result of the endorsement of cheques in the ordinary course of business.

"Guarantor" means, each of Quarterhill, USA Inc., International Road Dynamics Inc., International Road Dynamics Corp., ETC and any Material Subsidiary of the Borrower that executes a Guarantee in favour of the Administrative Agent (and in favour of each Lender, if required in a particular jurisdiction) pursuant to Section 6.2 hereof.

"Hazardous Material" means any substance, element, chemical, compound, product, solid, gas, liquid, waste, by-product, pollutant, contaminant or material which is hazardous or toxic, and includes, without limitation, (a) asbestos, polychlorinated biphenyls and petroleum (including crude oil or any fraction thereof) and (b) any material classified or regulated as "hazardous" or "toxic" or words of like import pursuant to an Environmental Law.

"Hazardous Material Activity" means an activity involving the manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, Release abatement, removal, remediation, handling of or corrective or response action to any Hazardous Material.

"Hedging Agreement" means any agreement entered into between the Borrower and a Lender with respect to any Interest Rate SWAP or FEFC or other option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions (other than options or other rights to acquire capital stock of the Borrower).

"Hedging Liability" means the liability of the Borrower or any other Obligor to any Lender in respect of any Hedging Agreement.

"Hedge Transaction" means an Interest Rate SWAP or an FEFC.

"Hostile Acquisition" means (a) the Acquisition of the equity interests of a Person through a tender offer or similar solicitation of the owners of equity interests of such Person which has not been approved (prior to such Acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such Acquisition as to which such approval has been withdrawn.

"HSBC" means HSBC Bank Canada.

"IFRS" means International Financial Reporting Standards and its interpretations adopted by the International Accounting Standards Board (or any successor thereto or agency with similar function), as adopted by the Chartered Professional Accountants of Canada Accounting Standards Board, as it may be amended from time to time.

"Indemnified Taxes" means (a) Taxes, other than Excluded Taxes, imposed on or paid in respect of any amount payable by or on account of any obligation of an Obligor hereunder or under any Loan Document to any Lender and (b) to the extent not otherwise described in (a), Other Taxes.

"Indemnitee" is defined in Section 13.7(a) hereof.

"Information" is defined in Section 13.20 hereof.

"Initial Credit Event" means each Loan made on the Closing Date.

"Insolvency Legislation" means legislation in any applicable jurisdiction relating to reorganization, arrangement, compromise or re-adjustment of debt, dissolution or winding-up, or any similar legislation, and specifically includes for greater certainty the BIA, the Companies' Creditors Arrangement Act (Canada), the Winding-Up and Restructuring Act (Canada) and the Bankruptcy Code of the United States of America. "Intellectual Property" means patents, trade-marks, trade names, business names, trade styles, logos and other business identifiers, copyrights, rights in inventions, industrial designs, know-how, trade secrets and any other intellectual property rights.

"Interest Expense" means, with respect to any Person for any period, the sum of (without duplication) (a) cash interest expense on Debt of such Person for such period on a consolidated basis, including (i) Acceptance Fees in respect of Bankers' Acceptances or BA Equivalent Notes, the difference between the proceeds received by the issuance of Bankers' Acceptances or BA Equivalent Notes, and the amounts payable upon the maturity thereof, (ii) the amortization of debt discounts, (iii) the amortization of all fees (including fees with respect to swap agreements and Letters of Credit) payable in connection with the incurrence of debt to the extent included in interest expense, (iv) undrawn commitment fees in respect of debt, and (v) the portion of any payments or accruals with respect to Capitalized Lease Obligations allocable to interest expense; and (b) capitalized interest of such Person. For purposes of the foregoing, cash interest expense (A) shall be determined after giving effect to any net payments made or received and costs incurred by the Borrower and the other Obligors with respect to swap agreements, and interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP, and (B) shall exclude any interest expense not payable in cash (such as non-cash amortization, paid in kind interest and write off of discount and debt issuance costs).

"Interest Period" means the period commencing on the date a Borrowing of Bankers' Acceptances, BA Equivalent Loans or LIBOR Loans is advanced, continued or created by conversion and ending 1, 2 or 3 months thereafter in respect of Bankers' Acceptances and BA Equivalent Loans, and 1, 3 or 6 months thereafter in respect of LIBOR Loans, provided, however, that:

• (a) no Interest Period with respect to any portion of Loans of any type shall extend beyond the Maturity Date;
• (b) no Interest Period with respect to any portion of any Term Loan consisting of Bankers' Acceptances, BA Equivalent Loans or LIBOR Loans shall extend beyond a date on which the Borrower is required to make a scheduled payment of principal on the Term Loans, unless the sum of the aggregate principal amount of such Term Loans that are Prime Rate Loans and Base Rate Loans equals or exceeds the principal amount to be paid on such Term Loans on such payment date;
• (c) whenever the last day of any Interest Period would otherwise be a day that is not a Business Day, the last day of such Interest Period shall be extended to the next succeeding Business Day, provided that if such extension would cause the last day of an Interest Period for a Borrowing of Bankers' Acceptances, BA Equivalent Loans or LIBOR Loans to occur in the following calendar month, the last day of such Interest Period shall be the immediately preceding Business Day; and
• (d) for purposes of determining an Interest Period for a Borrowing of Bankers' Acceptances, BA Equivalent Loans or LIBOR Loans a month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month; provided, however, that if there is no numerically corresponding day in the month in which such an Interest Period is to end or if such an Interest Period begins on the last Business Day of a calendar month, then such Interest Period shall end on the last Business Day of the calendar month in which such Interest Period is to end.

"Interest Rate SWAP" means an interest rate Hedging Agreement entered into by a Lender or any of its Affiliates and the Borrower in connection with the management of currency risk.

"Investments" means financial assistance, mergers, consolidations, investments, loans and advances, but specifically excludes Acquisitions.

"L/C Issuer" means HSBC or any other Lender requested by the Borrower and consenting, in its sole discretion, to act as L/C Issuer and approved by the Administrative Agent in its sole discretion with respect to any Letter of Credit.

"L/C Obligations" means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all unreimbursed amounts, including all Letter of Credit Borrowings. For all purposes of this Agreement, if on any date of determination, a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be "outstanding" in the amount so remaining available to be drawn.

"Lender's Accordion Commitment" has the meaning set forth in Section 2.3(e)(ii) hereto.

"Lenders" means, as of the date of this Agreement, HSBC; and the other financial institutions from time to time party to this Agreement, including each assignee Lender pursuant to Section 13.19 of this Agreement; and "Lender" means any one of them as the context requires.

"Letter of Credit" means standby letters of credit, documentary letters of credit or performance guarantees.

"LIBOR" means for an Interest Period for a Borrowing of LIBOR Loans denominated in U.S. Dollars, the rate determined by the Administrative Agent, based on a 360-day year for U.S. Dollars, as the interest rate per annum which is reported as the Screen Rate for a period equal to the number of days in the applicable Interest Period, for deposits in U.S. Dollars of amounts comparable to the principal amount of such LIBOR Loan to be outstanding during such Interest Period, at or about 11:00 a.m. (New York time) two Business Days prior to the commencement of such Interest Period; provided that if any such rate is below zero, LIBOR will be deemed to be zero; and provided further that if neither the Screen Rate nor any successor or similar service is available, "LIBOR" shall mean, with respect to any Interest Period applicable to a LIBOR Loan denominated in U.S. Dollars, the rate determined by the Administrative Agent, based on a 360-day year for U.S. Dollars, rounded upwards, if necessary, to the nearest whole multiple of one-sixteenth of one percent (1/16th%), at which the Administrative Agent, in accordance with its normal practice, would be prepared to offer to leading banks in the London Interbank Market for delivery by the Administrative Agent on the first day of the applicable Interest Period for a period equal to the number of days in such Interest Period, deposits in U.S. Dollars of amounts comparable to the principal amount of such LIBOR Loan to be outstanding during such Interest Period, at or about 11:00 a.m. (London, England time) two Business Days prior to the commencement of such Interest Period.

"LIBOR Loan" means a Loan denominated in U.S. Dollars bearing interest at the rate specified in Section 2.7(c) hereof, as applicable, bearing interest by reference to LIBOR in the case of a LIBOR Loan made to the Borrower.

"Lien" means any mortgage, lien, security interest, pledge, charge or encumbrance of any kind in respect of any Property, including the interests of a vendor or lessor under any conditional sale, Capital Lease or other title retention arrangement.

"Loan" means any Revolving Loan or any Term Loan, whether outstanding as a Bankers' Acceptance, BA Equivalent Loan, Prime Rate Loan, Base Rate Loan, LIBOR Loan, or the issuance of a Letter of Credit, each of which is a "type" of Loan hereunder.

"Loan Documents" means this Agreement, the Applications, the Collateral Documents, the Guarantees executed by the Guarantors and each other instrument or document to be delivered hereunder or thereunder or otherwise in connection therewith.

"Material Adverse Effect" means any event, circumstance, change, development, condition, occurrence or effect that, individually or in the aggregate with all other events, circumstances, changes, developments, conditions, occurrences or effects has, or could reasonably be expected to be, materially adverse to (a) the business, assets, properties, liabilities (actual or contingent), or financial condition of the Obligors on a consolidated basis or results of operations of the Obligors, taken as a whole, (b) the ability of the Borrower and the Obligors to perform their respective obligations under this Agreement or any of the other Loan Documents, or (c) the ability of the Administrative Agent and the Lenders to enforce their rights and remedies in any material respect under this Agreement or any of the other Loan Documents.

"Material Contracts" means the contracts which are listed in Schedule 7.7 and all other contracts held by any Obligor from time to time, the absence or termination of any of which would reasonably be expected to result in a Material Adverse Effect.

"Material Leased Premises" means those premises listed on Schedule 3 attached hereto and such other premises as may be determined by the Lenders in their discretion.

"Material Subsidiary" means, at any time, any Subsidiary of the Borrower (a) the value of whose Assets account for 5% or more of the consolidated Assets of the Borrower and its Subsidiaries (including the Excluded Subsidiaries), (b) the revenues of which are 5% or more of the consolidated revenues (including the revenues of the Excluded Subisidiaries); and (c) the EBITDA of which is 5% or more of the consolidated EBITDA of the Borrower and its Subsidiaries (including the Excluded Subsidiaries); provided that, if any Excluded Subsidiary amalgamates or merges (including by way of arrangement) with any Material Subsidiary, the continuing entity resulting therefrom shall be deemed to be a Material Subsidiary hereunder, unless such Material Subsidiary is or becomes an Excluded Subsidiary or otherwise does not meet the requirements set out in (a), (b) and (c) above.

"Maturity Date" means September 1, 2026.

"Maximum Rate" is defined in Section 13.16 hereof.

"Moody's" means Moody's Investors Service, Inc.

"Multiemployer Plan" means as to any Person, a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA and to which such Person is making, or is obligated to make (or made or was obligated to make in the preceding six-year period) contributions, or to which such Person has any liability (whether current or contingent).

"Net Cash Proceeds" means, as applicable, (a) with respect to any Disposition by a Person, cash and cash equivalent proceeds received by or for such Person's account, net of (i) reasonable direct costs relating to such Disposition, (ii) sale, use or other transactional taxes (including any income taxes arising therefrom) paid or payable by such Person as a direct result of such Disposition, (iii) any debt secured by the assets subject to such Disposition which is repaid in connection with such Disposition, and (iv) reserves for contingent obligations such as purchase price adjustments and indemnification obligations required by the terms of the related purchase agreement; (b) with respect to any Event of Loss of a Person, cash and cash equivalent proceeds received by or for such Person's account (whether as a result of payments made under any applicable insurance policy therefor or in connection with condemnation proceedings or otherwise), net of reasonable direct costs incurred in connection with the collection of such proceeds, awards or other payments; and (c) with respect to any offering of equity securities of a Person, cash and cash equivalent proceeds received by or for such Person's account, net of reasonable legal, underwriting, and other fees and expenses incurred as a direct result thereof.

"Net Income" means, with respect to any twelve-month period, the net income (or loss) of the Borrower for such period, determined on a consolidated basis in accordance with GAAP; provided, however, that Net Income shall:

(a) with respect to any Permitted Acquisition, take into account the income (or loss) of the Person or assets that are the subject of such Permitted Acquisition prior to the date of such Permitted Acquisition; and

(b) with respect to any Disposition, not take into account the income (or loss) of the Person, business or assets that are the subject of such Disposition prior to the date of such Disposition.

"Non-BA Lender" means any Lender which is not a BA Lender.

"Notice of Borrowing" is defined in Section 2.9 hereof.

"Obligations" means all obligations of the Borrower to pay principal and interest on the Loans, all Reimbursement Obligations owing in respect of Letters of Credit, all Hedging Liabilities, all cash and treasury management obligations of any Obligor to any Lenders, including the Cash Management Agreements, the Funds Transfer and Deposit Account Liability, all fees and charges payable hereunder, all obligations of the Obligors to pay, discharge and satisfy the Erroneous Payment Subrogation Rights, all other payment obligations of the Borrower or any other Obligor arising under or in relation to any Loan Document and any and all other Debt, liabilities and obligations of each of the Obligors to any one or more of the Lenders arising under or in connection with any Loan Document, in each case whether now existing or hereafter arising, due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired; provided that, "Obligations" shall exclude all Excluded Swap Obligations.

"Obligors" means the Borrower and the Guarantors hereunder from time to time; and "Obligor" means any one of them as the context requires.

"OFAC" means the U.S. Department of the Treasury's Office of Foreign Assets Control.

"Other Connection Taxes" means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Obligor hereunder, Taxes imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under or engaged in any other transaction pursuant to or enforced any Loan Document or sold or assigned an interest in any Loan or Loan Document).

"Other Taxes" means all present or future stamp, court, documentary, excise, intangibles, recording, filing, property or similar Taxes or charges arising from any payment made hereunder or under any other Loan Document or from the execution, delivery performance, registration, or enforcement of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Article 3(a)(i)(A).

"Outstanding Advances" means, at any time, the aggregate of all obligations of the Borrower to the Lenders in respect of all Borrowings made under the Credits (or if the context requires, under any Credit) which have not been repaid or satisfied at such time, determined as follows: (a) in the case of Prime Rate Loans and Swing Loans in Canadian Dollars, the principal amount thereof; (b) in the case of Bankers' Acceptances, BA Equivalent Loans and Letters of Credit in Canadian Dollars, the face amount thereof; (c) in the case of Base Rate Loans, Swing Loans, and LIBOR Loans in U.S. Dollars, the Equivalent Amount of the principal amount thereof expressed in Canadian Dollars; and (d) in the case of Letters of Credit in U.S. Dollars the Equivalent Amount of the face amount thereof expressed in Canadian Dollars.

"Participant Register" is defined in Section 13.19(f) hereof.

"Participating Interest" means an undivided percentage participating interest to the extent of the applicable Lender's Revolving Credit Percentage or Term Credit Percentage.

"Patriot Act" is defined in Section 13.22 hereof.

"PBGC" means the Pension Benefit Guaranty Corporation or any successor thereto.

"Pension Plan" means (a) any pension or other employee benefit plan subject to the Pension Benefits Act (Ontario) or other similar applicable pension benefits standards legislation in any jurisdiction, other than the United States, as amended from time to time (or any successor statute), whether or not in existence as of the date hereof, or (b) U.S. Pension Plan, in each case, which (x) is administered or maintained by the Borrower, any Obligor or an ERISA Affiliate, or (y) the Borrower, any Obligor or an ERISA Affiliate makes, has made or is required to make (with respect to any U.S. Pension Plan that is subject to Section 409A of the Code, at any time since July 24, 2020, and for all other U.S. Pension Plans at any time during the six (6) calendar years preceding the Closing Date) contributions in respect of its employees.

"Percentage" means for any Lender its Revolving Credit Percentage (which may be adjusted as the result of the Accordion Option Facility) or Term Credit Percentage, as applicable; and where the term "Percentage" is applied on an aggregate basis, means the percentage of the Commitments represented by a Lender's Commitment or, if the Commitments have been terminated or have expired, the percentage held by such Lender of the aggregate principal amount of all Loans then outstanding.

"Performance Bonds" means, in respect of any Obligor, a bond issued by a bank or other financial institution guaranteeing the fulfillment of a particular contract in respect of its Eligible Line of Business.

"Permitted Acquisition" means:

• (a) any Acquisition consented to by the Required Lenders in writing;
• (b) any Acquisition financed by cash or a Permitted Equity Issuance; or
• (c) any Acquisition which meets each of the following criteria:
• (i) at the time of and after giving effect to such Acquisition:
  • (A) the Borrower is in compliance with each of the Financial Covenants as of the last completed Fiscal Quarter and the Borrower will remain in pro forma compliance with the Financial Covenants (as if such Acquisition had been completed) as at the end of the Fiscal Quarter in which such Acquisition will be completed;
  • (B) no Default or Event of Default has occurred and is continuing or could reasonably be expected to result from such Acquisition; and
  • (C) each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all material respects, except to the extent the same expressly relate to an earlier date;
• (ii) such Acquisition is not a Hostile Acquisition;
• (iii) if such Acquisition is to be made via acquisition of equity securities of the Person, a minimum of 75% of such Person's equity securities must be acquired;

• (iv) the Person being acquired or whose assets, division, line of business or business unit is being acquired:

  • (A) is engaged in an Eligible Line of Business;
  • (B) is located in an Approved Country;
  • (C) has a positive EBITDA for the most recently completed twelve-month period; and

• (D) shall be free of (x) all Liens other than Permitted Liens and (y) all Debt other than Permitted Debt;

• (v) if the Senior Leverage Ratio is equal to or greater than to , the aggregate consideration paid by the Obligors for such Acquisition (including for this purpose all transaction costs and all Debt (including any and all fixed deferred payments) incurred or assumed in connection with such Acquisition) shall not exceed USD\$ in any rolling twelve month period;
• (vi) if such Acquisition is structured as a merger involving an Obligor and a Person that is not an Obligor, such Obligor will be the surviving entity, or otherwise, the surviving entity shall become an Obligor;
• (vii) no Obligor shall, as a result of or in connection with any such Acquisition, assume or incur any direct or contingent liabilities (whether relating to environmental, tax, litigation, or other matters) that could be reasonably likely to have a Material Adverse Effect;
• (viii) pre and post any Acquisition, the Obligors (including, post-acquisition, the target entity) are in compliance in all material respects with all representations and warranties under the Agreement after giving effect to such Acquisition;
• (ix) if real property is to be acquired, real property and environmental due diligence is completed to the reasonable satisfaction of the Administrative Agent and the Required Lenders;
• (x) receipt and satisfactory review by Lenders of Quality of Earnings Report (if any) and any other third party financial due diligence report prepared in respect of such Acquisition, historical audited financial statements for at least three (3) years (if available), definitive sale and purchase agreement and any other agreements or documents relating to the transaction being funded that the Required Lenders may reasonably request; and
• (xi) within thirty (30) days of the completion of the Acquisition, Section 9.1(p) shall be and remain true and correct.

"Permitted Debt" means Debt permitted by Section 9.2(a) hereof.

"Permitted Equity Issuance" means the sale or issuance of any Securities (a) by any Obligor to another Obligor, (b) subject to Section 9.2(e)(iii) herein, pursuant to any employee stock or stock option compensation plan; or (c) by any Obligor to finance a Permitted Acquisition, provided that such sale or issuance of any Securities does not result in a Change of Control.

"Permitted Liens" means Liens permitted by Section 9.2(b) hereof.

"Permitted Transactions with Affiliates" is defined in Section 9.2(h) hereof.

"Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, limited partnership, Governmental Authority or other entity.

"Premises" means the real (immovable) property owned or leased by the Borrower or any other Obligor.

"Pricing Date" is defined in the definition of Applicable Margin.

"Prime Rate" means for any day, the greater of (i) the rate of interest announced from time to time by HSBC as its reference rate then in effect for determining rates of interest on Canadian Dollar loans to its commercial customers in Canada and designated as its prime rate; and (ii) 30-day CDOR Rate + 1.00%.

"Prime Rate Loan" means a loan made by a Lender to the Borrower in Canadian Dollars, in respect of which interest is determined by reference to the Prime Rate.

"Property" means, as to any Person, all types of real (immovable), personal (movable), tangible (corporeal), intangible (incorporeal) or mixed property owned by such Person whether or not included in the most recent balance sheet of such Person and its Subsidiaries under GAAP.

"Qualified ECP Guarantor" shall mean, at any time, each Obligor with total assets exceeding \$10,000,000 or that qualifies at such time as an "eligible contract participant" under the Commodity Exchange Act and can cause another person to qualify as an "eligible contract participant" at such time under §1a(18)(A)(v)(II) of the Commodity Exchange Act.

"Quality of Earnings Report" means a report prepared by independent registered public accountants of recognized national standing or any other accounting firm satisfactory to the Administrative Agent, acting reasonably, providing a detailed analysis of all of the components of an entity's revenue and expenses.

"Register" is defined in Section 13.19(c) of this Agreement.

"Reimbursement Obligation" is defined in Section 2.6(c) hereof.

"Related Parties" means, with respect to any Person, such Person's Affiliates and the directors, officers and employees of such Person and of such Person's Affiliates.

"Release" means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migration, dumping, exhausting, spraying or disposing into the indoor or outdoor environment, including, without limitation, the abandonment or discarding of barrels, drums, containers, tanks or other receptacles containing or previously containing any Hazardous Material.

"Reportable Event" means an event described in Section 4043(c) of ERISA with respect to a Pension Plan, for which the requirement to provide notice to the PBGC has not been waived.

"Required Delivery Date" is defined in the definition of Applicable Margin.

"Required Lenders" means, (a) at any time prior to the occurrence of an Event of Default which is continuing, any two or more Lenders which have issued Commitments in respect of the Credits hereunder representing two-thirds (2/3) or more of the aggregate amount of all Lenders' Commitments; and (b) at any time after the occurrence of an Event of Default which is continuing, any two or more Lenders which have Outstanding Advances representing two-thirds (2/3) or more of the total amount of the Outstanding Advances under the Credits; provided that if at any time there are only two (2) Lenders under this Agreement, "Required Lenders" shall mean both such Lenders, and if at any time there is only one (1) Lender under this Agreement, "Required Lenders" shall mean such Lender; provided further that the Commitments of or the Outstanding Advances owing to, as applicable, a Defaulting Lender shall be excluded for purposes hereof in making a determination of Required Lenders.

"Revolving Credit Commitment" means, as to any Lender, the obligation of such Lender to make Revolving Loans (including to participate in Swing Loans and Letters of Credit issued) for the account of the Borrower under the Revolving Credit Facility in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender's name on Schedule 1 attached hereto and made a part hereof, as the same may be reduced, increased or modified at any time or from time to time pursuant to the terms hereof, specifically including pursuant to the Accordion Option Facility.

"Revolving Credit Facility" means the revolving credit facility for making the Loans described in Section 2.1(a) hereof.

"Revolving Credit Limit" means (i) from the Closing Date to and including the date upon which an additional Lender makes a Revolving Credit Commitment pursuant to the terms of this Agreement, Ten Million U.S. Dollars (USD\$10,000,000); and (ii) at all times thereafter, Fifteen Million U.S. Dollars (USD\$15,000,000).

"Revolving Credit Percentage" means, for each Lender, the percentage of the Revolving Credit Commitments represented by such Lender's Revolving Credit Commitment or, if the Revolving Credit Commitments have been terminated, the percentage held by such Lender of the aggregate principal amount of all Revolving Loans.

"Revolving Loan" is defined in Section 2.1 hereof and, as so defined, includes a Prime Rate Loan, a Base Rate Loan, a Bankers' Acceptance, a BA Equivalent Loan, a LIBOR Loan or an extension of credit in the form of a Letter of Credit, each of which is a "type" of Revolving Loan hereunder.

"S&P" means Standard & Poor's Ratings Services Group, a division of The McGraw Hill Companies, Inc.

"Sanctioned Country" means, at any time, a country, region or territory that is, or whose government is, the subject or target of Sanctions.

"Sanctioned Person" means, at any time, (a) any Person listed in any applicable Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, or any EU member state, Her Majesty's Treasury of the United Kingdom or other relevant sanctions authority; (b) any Person located, organized or resident in a Sanctioned Country; or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b); or (d) any Person otherwise the subject of any SanctionsPerson.

"Sanctions" means applicable economic or financial sanctions or trade embargoes administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State; (b) the United Nations Security Council, the European Union or, any EU member state or Her Majesty's Treasury of the United Kingdom; or (c) the government of Canada.

"Screen Rate" means, with respect to U.S. Dollar Loans, the British Bankers' Association Interest Settlement Rate for deposits in U.S. Dollars for the relevant period, as displayed on the appropriate page of the screen published by Reuters (or such other company or service as may be nominated by the British Bankers' Association as the information vendor for the purpose of displaying British Bankers' Association Interest Settlement Rates for deposits in U.S. Dollars).

"Security" has the meaning ascribed thereto in Section 6.1 hereof.

"Sellers" means those entities defined as "Sellers" in the Target Purchase Agreement.

"Senior Funded Debt" means Funded Debt less (i) Subordinated Debt; and (ii) up to a maximum of US\$10,000,000 of cash held in a bank account with the Agent or an Affiliate of the Agent and which is subject to a first ranking Lien for the benefit of the Agent and the Lenders (including, if necessary, a deposit account control agreement).

"Senior Leverage Ratio" means, at any time, on a consolidated basis in respect of the Borrower, the ratio of (a) Senior Funded Debt to (b) EBITDA for the applicable twelve-month period.

"Solvent" means when used with respect to any Person and its Subsidiaries, means that, as of any date of determination, (a) the amount of the "present fair saleable value" of the assets of such Person and its Subsidiaries on a consolidated basis will, as of such date, exceed the amount of all "liabilities of such Person and its Subsidiaries on a consolidated basis, contingent or otherwise", as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person and its Subsidiaries will, as of such date, be greater than the amount that will be required to pay the probable liability of such Person and its Subsidiaries on a consolidated basis on its debts as such debts become absolute and matured, (c) such Person and its Subsidiaries on a consolidated basis will not have, as of such date, an unreasonably small amount of capital with which to conduct their business, and (d) such Person and its Subsidiaries will be able to pay their debts as they mature. For purposes of this definition, (i) "debt" means liability on a "claim", and (ii) "claim" means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

"Specified Loan Party" means any Loan Party that is not an "eligible contract participant" under the Commodity Exchange Act (determined prior to giving effect to the keepwell contained herein).

"Statutory Plan" means a statutory benefit plan which the Borrower or any other Obligor is required to participate in or comply with, including the Canada Pension Plan and Quebec Pension Plan and plans administered pursuant to applicable health tax, workplace safety insurance and employment insurance legislation.

"Subordinated Debt" means (i) Debt incurred by the Obligors from Quarterhill Inc.in connection with the Target Acquisition on terms and conditions satisfactory to the Administrative Agent and all of the Lenders; (ii) Debt incurred by any Obligor from Quarterhill Inc. prior to the date of this Agreement that is subordinated and postponed to the Obligations on terms and conditions satisfactory to the Administrative Agent and all of the Lenders; and (iii) any other Debt approved in writing by the Administrative Agent that is subordinated and postponed to the Obligations on terms and conditions satisfactory to all of the Lenders.

"Subsidiary" means, as to any particular parent corporation or organization, any other corporation or organization more than 50% of the outstanding Voting Stock of which is at the time directly or indirectly owned by such parent corporation or organization or by any one or more other entities that are themselves subsidiaries of such parent corporation or organization. Unless otherwise expressly noted herein, the term Subsidiary means a Subsidiary of the Borrower.

"Swap Obligations" means with respect to any Obligor any obligation to pay or perform under any agreement, contract or transaction that constitutes a "swap" within the meaning of Section 1a(47) of the Commodity Exchange Act.

"Swing Line" means the credit facility for making one or more Swing Loans described in Section 2.18 hereof.

"Swing Line Lender" means, HSBC and its successors and assigns.

"Swing Line Sublimit" means Five Million U.S. Dollars (USD\$5,000,000), as reduced pursuant to the terms hereof.

"Swing Loan" and "Swing Loans" each is defined in Section 2.18 hereof.

"Target Acquisition" means the Acquisition by Quarterhill USA, Inc. of 100% of the equity securities of the Targets pursuant to the Target Purchase Agreement.

"Target Group Members" means the Targets and their respective Subsidiaries, and "Target Group Member" means any one of them.

"Target Purchase Agreement" means the equity purchase agreement dated as of August 13, 2021 by and among Quarterhill USA, Inc., as purchaser, and the Sellers, as vendors.

"Targets" mean collectively (i) ETC; (ii) ETC Parent Holdings, LLC, a company formed pursuant to the laws of the state of Delaware; (iii) ETC Intermediate, LLC, a company formed pursuant to the laws of the state of Delaware; and (iv) ACP ETC Blocker Corp., a corporation formed pursuant to the laws of the state of Delaware; and "Target" means any of them as the context requires;

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

"Term Credit Commitment" means, as to any Lender, the obligation of such Lender to make Term Loans for the account of the Borrower under the Term Credit Facility in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender's name on Schedule 1 attached hereto and made a part hereof, as the same may be reduced, increased or modified at any time or from time to time pursuant to the terms hereof.

"Term Credit Facility" means the term credit facility for making the Term Loans described in Section 2.2(a) hereof.

"Term Credit Limit" means (i) from the Closing Date to and including the date upon which an additional Lender makes a Term Credit Commitment pursuant to the terms of this Agreement, Thirty-Five Million U.S. Dollars (USD\$35,000,000); and (ii) at all times thereafter, Fifty Million U.S. Dollars (USD\$50,000,000).

"Term Credit Percentage" means, for each Lender, the percentage of the Term Credit Commitments represented by such Lender's Term Credit Commitment or, if the Term Credit Commitments have been terminated, the percentage held by such Lender of the aggregate principal amount of all Term Loans..

"Term Loan" is defined in Section 2.2(a) hereof and, as so defined, includes a Prime Rate Loan, a Base Rate Loan, a Bankers' Acceptance, a BA Equivalent Loan, or a LIBOR Loan.

"Termination Date" means the Maturity Date or such earlier date on which (i) all Commitments are terminated in whole pursuant to this Agreement, or (ii) any Commitment is involuntarily terminated in whole pursuant to this Agreement.

"Tranche 1" is defined in Section 2.2(a).

"Tranche 1 Limit" is Thirty Five Million U.S. Dollars (USD\$35,000,000).

"Tranche 2" is defined in Section 2.2(a).

"Tranche 2 Limit" means Fifteen Million U.S. Dollars (USD\$15,000,000).

"Unfunded Capital Expenditures" means Capital Expenditures paid from internally-generated cash flow of the Borrower or its Subsidiaries and not financed by Capital Leases, other Debt (excluding proceeds of the Revolving Credit Facility), equity contributions or reinvestment (as permitted hereunder) of sale or insurance proceeds.

"U.S. Corporate Restructuring" means either (i) the merger or wind-up into Quarterhill, USA Inc. of each of ATC ECP Blocker Corp., ETC Parent Holdings, LLC and ETC Intermediate, LCC; or (ii) the liquidation of ATC ECP Blocker Corp., ETC Parent Holdings, LLC and ETC Intermediate, LCC; or (iii) any combination of items (i) and (ii) above; all as more particularly described in the "Project Drive: Draft acquisition and financing steps" memorandum dated August 4, 2021 prepared by Deloitte LLP.

"U.S. Dollars", "USD\$" and "U.S. \$" each means the lawful currency of the United States of America.

"U.S. GAAP" means generally accepted accounting principles in the United States set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession).

"U.S. Pension Plan" means at a particular time, any Employee Plan, other than a Multiemployer Plan, which is subject to the provisions of Title IV of ERISA and which (a) is maintained, funded or administered for the employees of the Borrower or a member of the Controlled Group or (b) has at any time within the preceding six (6) years been maintained, funded or administered for the employees of the Borrower or a member of the Controlled Group.

"U.S. Person" means a "United States Person" as defined in Section 7701(a)(30) of the Code.

"U.S. Security Agreement" means each general security agreement granted by any Guarantor that is a U.S. Person.

"Unused Revolving Credit Commitments" means, at any time, the difference between the aggregate Revolving Credit Commitment then in effect and the aggregate outstanding principal amount of the Revolving Loan.

"Voting Stock" of any Person means capital stock or other equity interests of any class or classes (however designated) having ordinary power for the election of directors or other similar governing body of such Person, other than stock or other equity interests having such power only by reason of the happening of a contingency.

"Wholly-owned Subsidiary" means a Subsidiary of which all of the issued and outstanding shares of capital stock (other than directors' qualifying shares as required by law) or other equity interests are owned by the Borrower and/or one or more Wholly-owned Subsidiaries within the meaning of this definition.

Section 1.2 Interpretation.

The foregoing definitions are equally applicable to both the singular and plural forms of the terms defined. The words "hereof", "herein", and "hereunder" and words of like import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The words "include", "includes", and "including" shall be deemed to be followed by the phrase "without limitation". All references to time of day herein are references to Toronto, Ontario time unless otherwise specifically provided. Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, it shall be done in accordance with GAAP except where such principles are inconsistent with the specific provisions of this Agreement.

Section 1.3 Change in Accounting Principles.

If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 7.4 hereof as in effect on the date hereof ("Existing GAAP") and such change shall result in a change in the method of calculation of any Financial Covenant, standard or term found in this Agreement, the Borrower shall, at its option, either (a) furnish to the Administrative Agent, together with each delivery of its audited financial statements required to be delivered hereby, a written reconciliation setting forth the differences that would have resulted if such financial statements had been prepared utilizing Existing GAAP (in which case the method and calculation of financial covenants and the terms related thereto hereunder shall continue to be determined in accordance with Existing GAAP) or (b) agree with the Administrative Agent to amend such financial covenants or terms in such manner as the Administrative Agent shall require in order to reflect fairly such changes so that the criteria for evaluating the financial condition of the Borrower shall be the same in commercial effect after, as well as before, such changes are made (in which case the method and calculation of financial covenants and the terms related thereto hereunder shall be determined in the manner so agreed). Until any such covenant, standard, or term is amended in accordance with this Section 1.3, Financial Covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. In addition, leases shall be accounted for without giving effect to FASB Accounting Standards Update No. 2016-02, Leases (Topic 842).

Section 1.4 Letter of Credit Amounts.

Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time, provided however, that with respect to any Letter of Credit that, by its terms or the terms of any document related to the issuance thereof provides for one or more automatic increases in the stated amount htereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect from time to time.

Section 1.5 Divisions.

For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction's laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its equity interests at such time.

ARTICLE 2 THE CREDIT FACILITIES

Section 2.1 Revolving Credit Commitments.

(a) Establishment of the Revolving Credit Facility. Subject to the terms and conditions hereof, each Lender, by its acceptance hereof, severally agrees to make loans and extensions of credit (individually, a "Revolving Loan" and collectively, the "Revolving Loans") in Canadian Dollars or U.S. Dollars to the Borrower from time to time on a revolving basis up to the amount of such Lender's Revolving Credit Commitment, subject to any increases or reductions thereof pursuant to the terms hereof, before the Termination Date. The sum of the aggregate principal amount of Revolving Loans (including for greater certainty, L/C Obligations) at any time outstanding shall not exceed the Revolving Credit Limit at such time. Each Borrowing of Revolving Loans shall be made rateably by the Lenders in proportion to their respective Revolving Credit Percentage. Revolving Loans may be repaid and the principal amount thereof reborrowed before the Termination Date, subject to the terms and conditions hereof.

(b) Purpose. Borrowings under the Revolving Credit Facility may be used (i) to finance working capital and for other general corporate purposes, including Capital Expenditures; (ii) to finance a portion of the Target Purchase Acquisition on the Closing Date; and (iii) for Permitted Acquisitions.

(c) Revolving Nature. The Revolving Credit Facility shall be a revolving facility. For greater certainty, the Borrower shall be entitled to repay all or any portion of the Outstanding Advances under the Revolving Credit Facility from time to time and obtain further Revolving Loans under the Revolving Credit Facility from time to time, subject to the terms and conditions hereof.

(d) Repayment. The Obligations under the Revolving Credit Facility shall become due and payable on the Termination Date. On the Termination Date, the Borrower shall repay in full all Obligations which are then outstanding under the Revolving Credit Facility.

(e) Borrowing under the Revolving Credit Facility. Subject to the restrictions contained in this Agreement (and in particular, Section 2.8, Section 2.9 and Section 2.10), the following Availment Options are available under the Revolving Credit Facility:

• (i) Prime Rate Loans;
• (ii) Base Rate Loans;
• (iii) Bankers' Acceptances from BA Lenders with a maturity of 1, 2, or 3 months, subject to availability;
• (iv) BA Equivalent Loans from the Non-BA Lenders with a maturity of 1, 2, or 3 months, subject to availability;
• (v) LIBOR Loans with an Interest Period of 1, 3 or 6 months, subject to availability;
• (vi) Swing Loans, subject to Section 2.18; or
• (vii) Letters of Credit, subject to Section 2.6 and Section 2.16(a), in the maximum aggregate amount of Five Million U.S. Dollars (USD\$5,000,000) outstanding at any time;

provided that Bankers' Acceptances, BA Equivalent Loans, LIBOR Loans and Letters of Credit will not be issued with a maturity date later than the Maturity Date or which in the opinion of the Administrative Agent acting reasonably could result in the Revolving Credit Limit being exceeded at any time.

The Borrower may convert Outstanding Advances under the Revolving Credit Facility in the form of any of the above Availment Options (other than Swing Loans) into another form of Availment Option (other than Swing Loans), subject to and in accordance with the terms and conditions of this Agreement (but for greater certainty, Bankers' Acceptances, BA Equivalent Loans, LIBOR Loans and Letters of Credit may not be converted into another Availment Option prior to the maturity thereof). The availability of Swing Loans to the Borrower is described in Section 2.18 below.

Section 2.2 Term Credit Commitments.

(a) Establishment of Term Credit Facility. Subject to the terms and conditions hereof, each Lender, by its acceptance hereof, severally agrees to make a maximum of two advances (each individually, a "Term Loan") in U.S. Dollars to the Borrower which shall be available in two tranches. A single Term Loan shall be available on the Closing Date in an amount equal to the Tranche 1 Limit ("Tranche 1"). A single Term Loan shall be available subject to the terms and conditions of this Agreement in an amount equal to the Tranche 2 Limit ("Tranche 2"). The sum of the aggregate principal amount of Term Loans at any time outstanding shall not exceed the Term Credit Limit in effect at such time. The Borrowing of the Term Loans shall be advanced rateably by the Lenders in proportion to their respective Term Credit Percentages.

(b) Purpose. The Borrower confirms that the proceeds of: (i) Tranche 1 shall be used solely for financing a portion of the purchase price of the Target Acquisition; and (ii) Tranche 2 shall be used solely for the purpose of making a Distribution to Quarterhill Inc. in the maximum amount of the Tranche 2 Limit for the purpose of repaying Subordinated Debt incurred by the Borrower to finance a portion of the purchase price of the Target Acquisition on the Closing Date.

(c) Non-Revolving Nature. The Term Credit Facility shall be a term non-revolving facility. No amount repaid or prepaid may be borrowed again.

(d) Scheduled Payments. The Borrower shall make scheduled payments on the Term Credit Facility as set out in Section 2.12(b) hereof with the balance of the Term Loan payable in full on the Termination Date.

(e) Repayment. The Obligations under the Term Credit Facility shall become due and payable on the Termination Date. Without limiting the right of the Administrative Agent to demand repayment pursuant to Article 10, on the Termination Date, the Borrower shall repay in full all Obligations which are then outstanding under the Term Credit Facility.

(f) Borrowing under the Term Credit Facility. Subject to the restrictions contained in this Agreement (and in particular, Section 2.8, Section 2.9 and Section 2.10), the following Availment Options are available under the Term Credit Facility:

• (i) Base Rate Loans; or
• (ii) LIBOR Loans with an Interest Period of 1, 3 or 6 months, subject to availability.

provided that LIBOR Loans will not be issued with a maturity date later than the Maturity Date or which in the opinion of the Administrative Agent acting reasonably could result in the Term Credit Limit being exceeded at any time.

The Borrower may convert Outstanding Advances under the Term Credit Facility in the form of any of the above Availment Options into another form of Availment Option, subject to and in accordance with the terms and conditions of this Agreement (but for greater certainty LIBOR Loans may not be converted into another Availment Option prior to the maturity thereof).

(g) Term Credit Limit. If at any time the aggregate amount of the Outstanding Advances under the Term Credit Facility is in excess of the Term Credit Limit in effect at such time, for any reason, the Borrower agrees that immediately after receipt of a written request from the Administrative Agent the Borrower will make a repayment under the Term Credit Facility in such amount as will result in the aggregate amount of the Outstanding Advances under the Term Credit Facility not exceeding the Term Credit Limit in effect at such time.

Section 2.3 Accordion Option Facility

(a) The Borrower may at any time (provided that no Default or Event of Default has occurred and is continuing or would result therefrom), give notice in writing to the Administrative Agent requesting an increase (the "Requested Accordion Increase") to either the Revolving Credit Commitment and/or the Term Credit Commitment (the "Accordion Option Facility") at least thirty (30) days prior to the date the Borrower expects to put in place the Accordion Option Facility.

(b) The Requested Accordion Increase shall be submitted by the Borrower to the Administrative Agent and shall specify the amount of the requested increase and the Credit for which the increase is requested.

(c) Upon receipt of the Requested Accordion Increase, the Administrative Agent shall offer to each of the Lenders an opportunity to participate in the Requested Accordion Increase. No Lender shall have an obligation to participate in the Accordion Option Facility. The Borrower may, subject to the consent of the Administrative Agent not to be unreasonably withheld or delayed, request that a financial institution which is not a Lender under this Agreement establish a new Commitment in respect of the Accordion Option Facility and thereafter such financial instutiton shall also become a Lender for all purposes under this Agreement (each such Lender, an "Accordion Lender" and, collectively, the "Accordion Lenders").

(d) The Requested Accordion Increase shall be in a minimum amount, and integral multiples, of Five Million U.S. Dollars (USD\$5,000,000) and a maximum aggregate principal amount of Twenty-Five Million U.S. Dollars (USD\$25,000,000).

(e) If the existing Lenders do not participate in the Accordion Option Facility and/or the Borrower has requested that an Additional Accordion Lender or Lenders provide a Commitment in respect of such Facility, up to the Requested Accordion Increase, the Borrower shall forthwith provide the following information to the Administrative Agent in respect of the proposed Accordion Option Facility:

• (i) the Accordion Lenders that have indicated their willingness to the Borrower to make commitments under such Accordion Option Facility.
• (ii) such Accordion Lender's proposed commitment in respect of such Accordion Option Facility (each, a "Lender's Accordion Commitment").
• (iii) the requested amount of the proposed Accordion Option Facility. It is understood and agreed that no Lender shall be obligated to provide an Accordion Commitment and make advances thereunder unless and until such Lender has executed an Accordion Amending Agreement as provided in Section 2.3(g) and all the conditions precedent to the effectiveness of such Accordion Amending Agreement specified in Section 2.3(b) have been satisfied.
• (f) The parties hereto agree that:
• (i) the terms and conditions of the Accordion Option Facility shall be the same as the terms and conditions of the Credits;
• (ii) the Accordion Option Facility shall be treated substantially the same as the Credits (and in any event, no more favourably than the Credits); and
• (iii) the amount of the Accordion Option Facility shall, subject to Section 2.3(a), be equal to the aggregate amount of each Lender's Accordion Commitment in respect of such Accordion Option Facility (collectively, the "Accordion Commitment").

(g) The parties hereto agree that in order to establish an Accordion Option Facility, an amending agreement to this Agreement in form and substance satisfactory to the Administrative Agent (an "Accordion Amending Agreement") shall be executed by the Borrower, the Accordion Lenders and the Administrative Agent and, without the consent of any other Lenders, shall effect such amendments to this Agreement as may be necessary or desirable, in the opinion of the Administrative Agent, to establish such Accordion Option Facility in accordance with the provisions of this Section 2.3. An Accordion Amending Agreement shall:

• (i) provide that, for the purposes of this Agreement: (X) the Accordion Lenders shall be included in the definition of "Lenders", (Y) the applicable Accordion Commitment shall be included in the definition of "Commitment", and (Z) the Accordion Option Facility shall be included in the definition of "Credits"; and
• (ii) contain such other provisions as the Administrative Agent may consider necessary or desirable to establish the Accordion Option Facility in accordance with the provisions of this Section 2.1.

• (ii) The effectiveness of an Accordion Amending Agreement shall be subject to the conditions precedent that:

• (i) the Administrative Agent shall have received a duly executed and delivered Accordion Amending Agreement in relation to the Accordion Option Facility;

• (ii) the Obligors shall have executed and delivered such documentation as the Administrative Agent may consider necessary or desirable to establish the Accordion Option Facility and to ensure that the Security shall be held by the Administrative Agent for the rateable benefit of the Lenders and the Accordion Lenders;
• (iii) the representations and warranties contained in Article 7 shall be true and correct;
• (iv) no Default or Event of Default shall have occurred and be continuing at the time that the Accordion Option Facility is established or after giving effect to any Loans to be made thereunder; and
• (v) the Borrower shall have paid all such fees as agreed to between the applicable Accordion Lenders, Administrative Agent and Borrower.

Section 2.4 Hedge Transactions

(a) HSBC (for greater certainty, in its capacity as a Lender hereunder and not in its capacity as the Administrative Agent) shall act as lead arranger for all Hedging Agreements to be entered into between the Borrower and the Lenders hereunder and shall offer each Lender an opportunity to participate in a pro-rata portion of such Hedging Agreements pursuant to such arrangements as may be agreed between HSBC and the other Lenders, respectively.

(b) Hedge Transactions may not be entered into for speculative purposes.

(c) The term of each Hedging Agreement shall expire not later than the earlier of (a) the maturity date for such Interest Rate SWAP or FEFC, and (b) the Termination Date.

(d) The maturity date of each FEFC shall not be later than twelve (12) months after the date of issuance, and the maturity date for each Interest Rate SWAP shall not be later than twelve (12) months after the date of the advance in respect of an Interest Rate SWAP.

(e) In respect of each Hedge Transaction entered into between the Borrower and a Lender, the Borrower agrees to execute and deliver to such Lender all agreements as it may reasonably require (for greater certainty, specifically including an ISDA master agreement).

(f) The Security shall secure all Hedging Liabilities owing under or in respect of each Hedge Transaction; and the priority of such obligations shall rank on a pari passu basis with all other Obligations as provided in Section 6.1.

(g) The Borrower will not enter into or be a party to any Hedge Transactions with any Persons other than the Lenders.

(h) Each Hedging Agreement made with a Lender shall include such Lender's standard early termination events. Without limiting the generality of the foregoing, each Hedging Agreement shall also stipulate that the termination of all or any of the Credits shall constitute an Early Termination Event (as defined in the applicable ISDA Master Agreement) and the Affected Party (as defined in such Hedging Agreement) shall be the counter-party to the Lender in such contract. The Lender shall have the right to choose the payment measure and the payment method (as such terms are understood in the ISDA Master Agreement) in respect of such Early Termination Event.

(i) No Lender shall be obliged to enter into any Hedge Transaction hereunder unless the Borrower enters into and delivers to such Lender or any of its Affiliates, as applicable, the required form of documentation in connection therewith including without limitation any indemnities which may be required by such Lender or any of its Affiliates (and further provided that no Lender shall have any obligation to enter into any Hedge Transaction so long as a Default or an Event of Default has occurred and is continuing). Each Lender's policies in connection with FEFCs or Interest Rate SWAPs are subject to change without notice in accordance with such Lender's internal policies, as applicable. Any amount in respect of which the Borrower is obligated to indemnify or reimburse a Lender or any of its Affiliates under the terms of any contract entered into by such Borrower with such Lender or any of its Affiliates in respect of any FEFCs or Interest Rate SWAPs shall bear interest in accordance with the provisions of this Agreement as if such amount was a Prime Rate Loan or a Base Rate Loan under the Revolving Credit Commitment, both before and after the date on which payment, cost or expense, in respect of which such indemnity or reimbursement obligation arises, is made or incurred by such Lender or any of its Affiliates.

(j) The Borrower shall pay to the Lender or its Affiliates entering into a Hedge Transaction with such Lender, the fees as determined by such Lender's treasury department in connection with the Hedge Transaction.

Section 2.5 Cash Management Agreements.

(a) Establishment of Cash Management Agreements. Subject to the terms and conditions in this Agreement, HSBC may in its discretion enter into such agreements with the Borrower or any other Obligor in respect of cash management, payment cards (including mastercards), deposit accounts, payroll and other banking services (the "Cash Management Agreements").

(b) Indemnity. The Borrower agrees to indemnify and save harmless HSBC in respect of all losses it may suffer in respect of any failure of any Obligor to observe or perform its obligations under any Cash Management Agreement, and for the purpose of this Agreement such Cash Management Agreement shall be deemed to have been entered into between HSBC and the Borrower.

(c) Repayment. The Obligations under the Cash Management Agreements shall become due and payable by the Borrower on the Termination Date. Until such time, the Obligations under the Cash Management Agreements shall be payable by the Borrower in accordance with the terms of the Cash Management Agreements made between the Borrower, or any other Obligor and HSBC.

(d) Fees. The Borrower shall pay to HSBC the fees required to be paid by it as set out in the Cash Management Agreements.

Section 2.6 Letters of Credit.

(a) General Terms. Subject to the terms and conditions hereof, the L/C Issuers shall issue Letters of Credit for the account of the Borrower.

(b) Applications. At any time before the Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one or more Letters of Credit in Canadian Dollars or U.S. Dollars, in a form satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (x) 12 months from the date of issuance (or which are cancellable not later than 12 months from the date of issuance and each renewal), and (y) the Maturity Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an "Application"). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 4.1(b) hereof, (ii) except as otherwise provided in Section 2.12 hereof or clause (iv) of this Section 2.6(b), unless an Event of Default has occurred and is continuing, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's obligation to reimburse the L/C Issuer, through the Administrative Agent, for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the sum of the Applicable Margin for Prime Rate Loans plus Prime Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed) and (iv) the L/C Issuer shall not be obligated to issue or renew any Letter of Credit if there is at such time a default of any Lender's obligations to make Revolving Loans under this Agreement or any Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the L/C Issuer's risk with respect to such Lender. Unless the L/C Issuer has received written notice from any Lender or the Administrative Agent, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, not to issue or amend said Letter of Credit, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer's usual and customary business practices. If the L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then, unless the Required Lenders, through the Administrative Agent, instruct the L/C Issuer otherwise, the L/C Issuer will give such notice of non-renewal before the time necessary to prevent such automatic extension, if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and is continuing and the Administrative Agent, at the request or with the consent of the Required Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to any Letter(s) of Credit increasing the amount, or extending the expiration date thereof, at the request of the Borrower subject to the conditions of Section 8.2 hereof and the other terms of this Section 2.6.

(c) The Reimbursement Obligations. Subject to Section 2.6(b) above, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made by no later than 1:00 P.M. (Toronto time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:30 a.m. (Toronto time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:30 a.m. (Toronto time) on the date when such drawing is to be paid, by the end of such day, in immediately available funds at the Administrative Agent's principal office in Toronto, Ontario, or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds), provided, that, if such day is not a Business Day, the date for such payment shall be extended to the next succeeding Business Day. Upon payment by the L/C Issuer of any drawing under a Letter of Credit, the Borrower shall be deemed to have requested (without regard to the timing requirements for delivery of a Notice of Borrowing otherwise set forth in this Agreement) a Revolving Loan on that date in an amount equal to (or if necessary, such greater amount as is required to comply with the minimum Borrowing amounts permitted by this Agreement) the related Reimbursement Obligation with respect to such drawing and the proceeds of such Revolving Loan shall be applied on that date to pay such Reimbursement Obligation to the L/C Issuer. Any such Revolving Loan shall initially be a Prime Rate Loan or a Base Rate Loan, as applicable.

(d) Obligations Absolute. The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each Letter of Credit Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document; (ii) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; (iii) any draft, demand, certificate or other document presented under such 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, or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; (iv) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Insolvency Legislation; or (v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any of its Subsidiaries.

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower's instructions or other irregularity, such Borrower will immediately notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

(e) Manner of Requesting a Letter of Credit. The Borrower shall provide by 11 a.m. (Toronto time) at least two (2) Business Days advance written notice to the Administrative Agent of each request for the issuance of a Letter of Credit, such notice in each case to be accompanied by an Application for such Letter of Credit properly completed and executed by the Borrower and, in the case of an extension or an increase in the amount of a Letter of Credit, a written request therefor, in a form acceptable to the Administrative Agent and the L/C Issuer, in each case, together with the fees called for by this Agreement. The Administrative Agent shall promptly notify the L/C Issuer of the Administrative Agent's receipt of each such notice and the L/C Issuer shall promptly notify the Administrative Agent of the issuance of the Letter of Credit so requested.

(f) No Obligation to Issue. The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any Applicable Law or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of Letters of Credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it; or (ii) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to Letters of Credit generally.

Notwithstanding anything to the contrary contained in this Section 2.6 or elsewhere in this Agreement, in the event that a Lender with a Revolving Credit Commitment is a Defaulting Lender, the L/C Issuer shall not be required to issue, amend or renew any Letter of Credit unless the L/C Issuer has entered into arrangements satisfactory to it and the Borrower to eliminate the L/C Issuer's risk with respect to the participation in Letters of Credit by all such Defaulting Lenders, including by cash collateralizing each such Defaulting Lender's Revolving Credit Percentage.

Section 2.7 Applicable Interest Rates.

(a) Prime Rate Loans. Each Prime Rate Loan made or maintained by a Lender shall bear interest during each day it is outstanding (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual days elapsed) on the unpaid principal amount thereof from the date such Loan is advanced or continued, or created by conversion from another type of Loan, until maturity (whether by acceleration or otherwise) at a rate per annum equal to the sum of the Prime Rate from time to time in effect plus the Applicable Margin for Prime Rate Loans in effect from time to time, accruing daily and payable monthly in arrears on the last day of each and every month, and at maturity (whether by acceleration or otherwise); provided that if upon determination of Prime Rate, Prime Rate is below zero, Prime Rate shall be deemed to be zero.

(b) Base Rate Loans. Each Base Rate Loan made or maintained by a Lender shall bear interest during each day it is outstanding (computed on the basis of a year of 360 days and actual days elapsed) on the unpaid principal amount thereof from the date such Loan is advanced or continued, or created by conversion from another type of Loan, until maturity (whether by acceleration or otherwise) at a rate per annum equal to the sum of the Base Rate from time to time in effect plus the Applicable Margin for Base Rate Loans in effect from time to time, accruing daily and payable on the last day of each and every month, and at maturity (whether by acceleration or otherwise); provided that if upon determination of Base Rate, Base Rate is below zero, Base Rate shall be deemed to be zero.

(c) LIBOR Loans. Each LIBOR Loan made or maintained by a Lender shall bear interest during each Interest Period it is outstanding (computed, notwithstanding any provision to the contrary in this Agreement (including the use of the term "per annum"), on the basis of a year of 360 days and actual days elapsed) on the unpaid principal amount thereof from the date such Loan is advanced or continued, or created by conversion from another type of Loan, until maturity (whether by acceleration or otherwise) at a rate per annum equal to the sum of LIBOR applicable for such Interest Period plus the Applicable Margin for LIBOR Loans in effect from time to time, accruing daily and payable on the last day of the Interest Period and at maturity (whether by acceleration or otherwise), and, if the applicable Interest Period is longer than three (3) months, on each day occurring every three (3) months after the commencement of such Interest Period; provided that if upon determination of LIBOR, LIBOR is below zero, LIBOR shall be deemed to be zero.

The Borrower acknowledges that the ability of the Lenders to maintain or provide any LIBOR Loan and/or to charge interest on any LIBOR Loan at LIBOR, is and will be subject to any Applicable Law which may prohibit or restrict or limit such loans and/or such interest. The Borrower agrees that the Lenders shall have the right to comply with any such requirements and, if the Administrative Agent determines it to be necessary as a result of such requirement or a change to such requirement, the Administrative Agent may convert any LIBOR Loan to a Base Rate Loan or require immediate repayment of all LIBOR Loans, including accrued interest thereon and all applicable breakage costs pursuant to Section 2.24.

(d) Matters relating to Interest:

• (i) Any change in the Prime Rate shall cause an immediate adjustment of the interest rate applicable to Prime Rate Loans and Swing Loans in Canadian Dollars, and any change in the Base Rate shall cause an immediate adjustment of the interest rate applicable to Base Rate Loans and Swing Loans in U.S. Dollars, in each case without the necessity of any notice to the Borrower.
• (ii) Unless otherwise stated, in this Agreement if reference is made to a rate of interest, fee or other amount "per annum" or a similar expression is used, such interest, fee or other amount shall be calculated on the basis of a year of three hundred and sixty-five (365) or three hundred and sixty-six (366) days, as the case may be.
• (iii) For the purposes of this Agreement, whenever any interest is calculated on the basis of a period of time other than a calendar year, the annual rate of interest to which each rate of interest determined pursuant to such calculation is equivalent for the purposes of the Interest Act (Canada) is such rate as so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by the number of days used in the basis of such determination period.

(e) Rate Determinations. The Administrative Agent shall determine each interest rate applicable to the Loans and the Reimbursement Obligations (as the case may be), and its determination thereof shall be conclusive and binding except in the case of manifest error. Each of the Obligors confirms that it fully understands and is able to calculate the rate of interest applicable to each of the Credits based on the mechanics for calculating the per annum rates set out herein. The Administrative Agent agrees that if requested in writing by the Borrower it shall calculate the nominal and effective per annum rate of interest on any Loan outstanding at any time and provide such information to the Borrower; provided that any error in any such calculation, or any failure to provide such information on request, shall not relieve such Borrower or any other Obligor of any of its obligations under this Agreement or any other Loan Document, nor result in any liability to the Administrative Agent or any Lender. Each Obligor (on its own behalf and on behalf of any other Guarantor not party hereto) hereby irrevocably agrees not to plead or assert, whether by way of defence or otherwise, in any proceeding relating to the Loan Documents, that the interest payable under the Loan Documents, and the calculation thereof has not been adequately disclosed to the Obligors, whether pursuant to Section 4 of the Interest Act (Canada) or any other Applicable Law.

(f) CDOR Rate. The Borrower acknowledges that the ability of the BA Lenders or Non-BA Lenders to maintain or provide any Bankers' Acceptances or BA Equivalent Notes and/or to charge a discount rate on the face value of such Bankers' Acceptances or BA Equivalent Notes at the CDOR Rate, is and will be subject to any Applicable Law which may prohibit or restrict or limit such loans and/or such interest. The Borrower agrees that the BA Lenders and Non-BA Lenders shall have the right to comply with any such requirements and, if a BA Lender or Non-BA Lender determines it to be necessary as a result of such requirement or a change to such requirement, such BA Lender or Non-BA Lender may convert any Bankers' Acceptance or BA Equivalent Note to a Prime Rate Loan or require immediate repayment of all Bankers' Acceptances and BA Equivalent Notes issued by it, including accrued interest thereon and all applicable breakage costs pursuant to Section 2.24.

Section 2.8 Minimum Borrowing Amounts.

(a) Initial Credit Event. The Initial Credit Event shall be made by the Administrative Agent to the Borrower on the Closing Date following receipt of a Notice of Borrowing.

(b) Revolving Credit Facility. Each Borrowing of Prime Rate Loans or Base Rate Loans advanced under the Revolving Credit Facility (other than the Swing Line) shall be, subject to Section 2.16(a), in an amount not less than the equivalent of \$100,000 or USD \$100,000, as applicable. Each Borrowing in the form of a Bankers' Acceptance or BA Equivalent Loan advanced under the Revolving Credit Facility shall have an Interest Period as selected by the Borrower and be in a minimum aggregate amount of \$1,000,000 and in whole multiples of \$100,000 thereafter. Each Borrowing of LIBOR Loans advanced, continued or converted under the Revolving Credit Facility shall be in an amount equal to USD\$1,000,000 or such greater amount which is an integral multiple of USD\$100,000.

(c) Term Credit Facility. Any portion of a Tranche under the Term Credit Facility not advanced on the date set out in this Agreement shall be immediately terminated and the Term Credit Commitments shall be reduced by such amounts.

Section 2.9 Manner of Borrowing Loans and Designating Applicable Interest Rates.

(a) Notice to the Administrative Agent. The Initial Credit Event shall be made by the Administrative Agent to the Borrower on the Closing Date following receipt of a Notice of Borrowing (as defined below) delivered by the Borrower to the Administrative Agent on or before the Closing Date. For all other Loans, the Borrower shall give notice to the Administrative Agent by no later than (i) 11:00 a.m. (Toronto time) at least three (3) Business Days before the date of a proposed Borrowing of LIBOR Loans, (ii) 11:00 a.m. (Toronto time) at least two (2) Business Days before the date of a proposed Borrowing in the form of a Bankers' Acceptance or a BA Equivalent Loan, and (iii) 11:00 a.m. (Toronto time) at least one (1) Business Day before the date of any proposed Borrowing in the form of a Prime Rate Loan or Base Rate Loan. The Loans included in each Borrowing shall bear interest initially at the rate contemplated in Section 2.7 and specified in such Notice of Borrowing. Thereafter, subject to the terms and conditions hereof, the

Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to the minimum amount requirement for each outstanding Borrowing set forth in Section 2.8 hereof, a portion thereof. If such Borrowing is of Bankers' Acceptances, BA Equivalent Loans or LIBOR Loans, on the last day of the Interest Period applicable thereto, the Borrower may continue or convert part or all of such Borrowing into another type of Borrowing. The Borrower shall give all such notices requesting a Borrowing to the Administrative Agent by email (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing), substantially in the form attached hereto as Exhibit A (each, a "Notice of Borrowing") or Exhibit B (a "Notice of Continuation/Conversion"), as applicable, or in such other form acceptable to the Administrative Agent. Notice of Continuation/Conversion of a Borrowing of Bankers' Acceptances, BA Equivalent Loans or LIBOR Loans for an additional Interest Period, or of the conversion of part or all of a Borrowing of Bankers' Acceptances, BA Equivalent Loans, Prime Rate Loans or Base Rate Loans into LIBOR Loans or of the conversion of part or all of a Borrowing of LIBOR Loans, Prime Rate Loans or Base Rate Loans into Bankers' Acceptances or BA Equivalent Loans must be given by no later than 11:00 a.m. (Toronto time) at least three (3) Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Bankers' Acceptances, BA Equivalent Loans or LIBOR Loans, the Interest Period applicable thereto. The Borrower agrees that the Administrative Agent may rely on any such notice via email given by any person to the Administrative Agent in good faith believes is an Authorized Representative without the necessity of independent investigation, and in the event any such notice by telephone conflicts with any written confirmation such telephonic notice shall govern if the Administrative Agent has acted in reliance thereon.

(b) Notice to the Lenders. The Administrative Agent shall give prompt notice by email to each Lender of any notice from the Borrower received pursuant to Section 2.9 above.

(c) Borrower's Failure to Notify; Automatic Continuations and Conversions. With respect to any outstanding Borrowing of LIBOR Loans, if (x) (A) the Borrower fails to give notice pursuant to Section 2.9 above of the continuation or conversion of any outstanding principal amount of a Borrowing of LIBOR Loans before the last day of its then current Interest Period within the period required by Section 2.9 or (B) whether or not such notice has been given, one or more of the conditions set forth in Section 2.9 hereof for the continuation or conversion of a Borrowing of LIBOR Loans, would not be satisfied, or (y) such Borrowing is not prepaid in accordance with Section 2.12, such Borrowing shall automatically convert into a Borrowing of Base Rate Loans. With respect to any outstanding Borrowing of Bankers' Acceptances or BA Equivalent Loans, if (x) (A) the Borrower fails to give notice pursuant to Section 2.9 above of the continuation or conversion of any outstanding principal amount of a Borrowing of Bankers' Acceptances or BA Equivalent Loans before the last day of its then current Interest Period within the period required by Section 2.9 or (B) whether or not such notice has been given, one or more of the conditions set forth in Section 8.2 hereof for the continuation or conversion of a Borrowing of Bankers' Acceptances or BA Equivalent Loans would not be satisfied, or (y) such Borrowing is not prepaid in accordance with Section 2.12, such Borrowing shall automatically convert into a Borrowing of Prime Rate Loans. In the event the Borrower fails to give notice pursuant to Section 2.6(c) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 1:00 p.m. (Toronto time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, such Borrower shall be deemed to have requested a Borrowing of Prime Rate Loans under the Revolving Credit Facility (or, at the option of the Administrative Agent, under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

(d) Disbursement of Loans. Not later than 2:00 p.m. (Toronto time) on the date of any requested advance of a new Borrowing under the Revolving Credit Facility or the Term Credit Facility, subject to Article 8 hereof, each Lender shall make available its Loan comprising part of such Borrowing in funds immediately available at the principal office of the Administrative Agent in Toronto, Ontario. The Administrative Agent shall make the proceeds of each new Borrowing available to the Borrower by depositing such proceeds to the credit of such Borrower's principal operating account maintained with the Administrative Agent or its Affiliate or as such Borrower and the Administrative Agent may otherwise agree.

(e) Administrative Agent Reliance on Lender Funding. Unless the Administrative Agent shall have been notified by a Lender prior to (or, in the case of a Borrowing of a Prime Rate Loan or a Base Rate Loan, by 2:00 p.m. (Toronto time) on) the date on which such Lender is scheduled to make payment to the Administrative Agent of the proceeds of a Loan (which notice shall be effective upon receipt) that such Lender does not intend to make such payment, the Administrative Agent may assume that such Lender has made such payment when due and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to the Borrower the proceeds of the Loan to be made by such Lender and, if any Lender has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, pay to the Administrative Agent the amount made available to the Borrower attributable to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Borrower and ending on (but excluding) the date such Lender pays such amount to the Administrative Agent at a rate per annum equal to the then applicable Prime Rate. If such amount is not received from such Lender by the Administrative Agent immediately upon demand, the Borrower will, on demand, repay to the Administrative Agent the proceeds of the Loan attributable to such Lender with interest thereon at a rate per annum equal to the interest rate applicable to the relevant Loan, but without such payment being considered a payment or prepayment of a Loan under Section 2.15 hereof so that the Borrower will have no liability under such Section with respect to such payment.

Section 2.10 Interest Periods.

As provided in Section 2.9 hereof, at the time of each request to advance, continue or convert a Borrowing of Bankers' Acceptances, BA Equivalent Loans, or LIBOR Loans, the Borrower shall select an Interest Period applicable to such Loans from among the available options.

Section 2.11 Maturity of Loans.

Each Loan, both for principal and interest and other fees not sooner paid, shall mature and be due and payable by the Borrower on the Termination Date.

Section 2.12 Prepayments.

(a) Optional. The Borrower may prepay in whole or in part (but, if in part, then: (i) in an amount not less than \$250,000, and integral multiples of \$100,000 in excess thereof, and (ii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.8 and Section 2.16(a) hereof remains outstanding) any Borrowing at any time, upon three (3) Business Days prior notice by the Borrower to the Administrative Agent, such prepayment to be made by the payment of the principal amount to be prepaid, accrued interest thereon to the date fixed for prepayment plus any amounts due to the Lenders under Section 2.15 hereof. Subject to (g), Bankers' Acceptances, BA Equivalent Loans and LIBOR Loans may not be prepaid prior to the last day of the applicable Interest Period but may be cash collaterailized. In respect of prepayments under the Term Credit Facility, each such prepayment shall be applied on a pro rata basis in reverse chronological order.

(b) Scheduled Prepayments on the Term Credit Facility. Subject to Section 2.11 and Section 2.12(e), the Borrower agrees to make repayments to the Administrative Agent of Obligations owing under the Term Credit Facility:

(i) in an amount in each Fiscal Quarter (commencing the first full Fiscal Quarter after the Closing Date) equal to one and one-quarter percent (1.25%) of the Obligations outstanding under the Term Credit Facility (based, on the amount outstanding immediately after the Initial Credit Event under the Term Credit Facility, provided however, that if a Borrowing is made under Tranche 2, the amount shall be based upon the amount outstanding immediately after the Borrowing under Tranche 2) up to and including the Fiscal Quarter ending September 30, 2023;

• (ii) commencing the Fiscal Quarter ending December 31, 2023, in an amount per Fiscal Quarter equal to two and one half percent (2.5%) of the Obligations outstanding under the Term Credit Facility (based, on the amount outstanding immediately after the Initial Credit Event under the Term Credit Facility, provided however, that if a Borrowing is made under Tranche 2, the amount shall be based upon the amount outstanding immediately after the Borrowing under Tranche 2) up to and including the Maturity Date; and
• (iii) the remaining balance of such Obligations shall be repaid in full on the Maturity Date; and

such repayments to be made, in each case, on the last Business Day of each and every Fiscal Quarter.

• (c) Mandatory Prepayments.
• (i) Disposition. If the Borrower or any Obligor shall at any time or from time to time make or agree to make a Disposition with respect to any Property, then the Borrower shall promptly notify the Administrative Agent of any such Disposition to the extent that the amount of the Net Cash Proceeds to be received in respect thereof exceeds USD\$500,000 in the aggregate for all such Dispositions in any calendar year (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Obligor in respect thereof) and such Borrower or such Obligor may retain such proceeds provided that such Borrower or such Obligor replaces the asset to which such proceeds relate or reinvests such proceeds in its business within six (6) months of receipt. Promptly after the end of the reinvestment period described in the prior sentence, to the extent such Net Cash Proceeds have not been so reinvested or used to replace the applicable asset, the Borrower shall notify the Administrative Agent and shall promptly prepay (or cause the prepayment of) the Obligations under the Credits to the extent that the amount of such Net Cash Proceeds not so reinvested exceeds USD\$500,000 in any calendar year.
• (ii) Event of Loss. If the Borrower or any Obligor shall at any time or from time to time suffer an Event of Loss with respect to any Property, then the Borrower shall promptly notify the Administrative Agent of any Event of Loss to the extent that the amount of the Net Cash Proceeds to be received in respect thereof exceeds USD\$500,000 in the aggregate for all such Events of Loss in any calendar year (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Obligor in respect thereof) and, such Borrower or such Obligor may retain such proceeds provided that such Borrower or such Obligor replaces, repairs or rebuilds the asset to which such proceeds relate or reinvests such proceeds in its business within six (6) months of receipt. Promptly after the end of the reinvestment period described in the prior sentence, to the extent such Net Cash Proceeds have not been so reinvested or used to replace, rebuild or repair the applicable asset, the Borrower shall notify the Administrative Agent and shall promptly prepay (or cause the prepayment of) the Obligations under the Credits to the extent that the amount of such Net Cash Proceeds not so reinvested or used to replace, rebuild or repair the applicable asset exceeds USD\$500,000 in any calendar year.
• (iii) Debt and Equity Issuances. If the Borrower or any Obligor shall issue any Securities, equity or Debt other than Permitted Debt or a Permitted Equity Issuance (including, for greater certainty, the payments required pursuant to Section 11.9 herein), then the Borrower shall promptly notify the Administrative Agent of such issuance (including the amount of the estimated Net Cash Proceeds to be received

by such Borrower or such Obligor in respect thereof) and, promptly upon receipt by such Borrower or such Obligor of the Net Cash Proceeds of such issuance), the Borrower shall prepay (or cause the prepayment of) the Obligations under the Term Credit Facility in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds.

(iv) Free Cash Flow Sweep. In respect of any Fiscal Year of the Borrower, within five (5) Business Days after delivery of the Compliance Certificate for such Fiscal Year pursuant to Section 9.3(a), if the Senior Leverage Ratio is equal to or greater than : for the Fiscal Years ending December 31, 2021 and thereafter, the Borrower shall prepay the Obligations under the Term Credit Facility only, in an aggregate amount equal to 50% of the Free Cash Flow for such Fiscal Year. For greater certainty, the Reimbursement Obligations under outstanding Letters of Credit shall be included in the calculation of Senior Funded Debt.

(d) The Borrower shall, on each date any Commitments are reduced pursuant to Section 2.16 hereof, prepay the applicable Loans, and, if necessary, prefund the L/C Obligations by the amount by way of cash collateral, if any, necessary to reduce the sum of the aggregate principal amount of Loans and L/C Obligations then outstanding to the amount to which the applicable Commitments have been so reduced.

(e) Prepayments of Loans under Section 2.12(c) shall be applied first, against the Term Credit Facility on a pro rata basis in reverse chronological order until repaid in full and second, against the Revolving Credit on a pro rata basis.

(f) Unless the Borrower otherwise directs, prepayments of Loans under this Section 2.12 shall be applied first to Borrowings of Prime Rate Loans, and Base Rate Loans, until payment in full thereof with any balance applied to Borrowings of Bankers' Acceptances, BA Equivalent Loans, LIBOR Loans in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 2.12 shall be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date of prepayment together with any amounts due the Lenders under Section 2.15 hereof. Each prefunding of L/C Obligations shall be made in accordance with Section 10.4 hereof.

(g) The Term Credit Limit shall be automatically and permanently reduced by the amount of any repayments contemplated by this Section 2.12.

(h) The Revolving Credit Limit shall be automatically and permanently reduced solely if any repayment made against the Revolving Credit Facility was required by Section 2.12(c)(iii).

(i) The Borrower shall also pay at the time of any prepayment pursuant to this Section 2.12 any amounts due to the Lenders under Section 2.15 hereof.

(j) In connection with any prepayment or repayment of any Obligations hereunder, the Borrower shall provide the Administrative Agent with written notice thereof substantially in the form attached hereto as Exhibit F or in such other form acceptable to the Administrative Agent.

Section 2.13 Default Rate.

Notwithstanding anything to the contrary contained herein, while any Event of Default exists or after acceleration, the Borrower shall pay interest (after as well as before entry of judgment thereon to the extent permitted by law) on the principal amount of all Loans, Reimbursement Obligations, and Letter of Credit fees, at a rate per annum (the "Default Rate") equal to:

(a) for any Prime Rate Loan, the sum of 2.00% plus the Prime Rate from time to time in effect plus the Applicable Margin for Prime Rate Loans in effect from time to time;

(b) for any Banker's Acceptance or BA Equivalent Note, the sum of 2.00% plus the Acceptance Fee from time to time plus the Applicable Margin for Acceptance Fees in effect from time to time;

(c) for any Base Rate Loan, the sum of 2.00% plus the Base Rate from time to time in effect plus the Applicable Margin for Base Rate Loans in effect from time to time;

(d) for any LIBOR Loan, the sum of 2.00% plus the rate of interest in effect thereon at the time of such default until the end of the Interest Period applicable thereto and, thereafter, at a rate per annum equal to the sum of 2.00% plus the Applicable Margin for Base Rate Loans in effect from time to time plus the Base Rate from time to time in effect;

(e) for any Reimbursement Obligation, the sum of 2.00% plus the Prime Rate from time to time in effect plus the Applicable Margin for Prime Rate Loans in effect from time to time;

(f) for any Letter of Credit fees, the sum of 2.00% plus the rate per annum at which the Letter of Credit fee accrues under Section 4.1(b) with respect to such Letter of Credit.

While any Event of Default exists or after acceleration, interest shall be paid on demand of the Administrative Agent at the request or with the consent of the Required Lenders. In addition (but without duplication of amounts payable pursuant to the preceding sentence), the Borrower shall pay interest (after as well as before entry of judgment thereon to the extent permitted by law) on all overdue amounts of principal, interest, fees and other amounts under any Loan Document at the Default Rate.

Section 2.14 Evidence of Debt.

(a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Debt of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(b) The Administrative Agent shall also maintain accounts in which it will record (i) the amount of each Loan made hereunder, the type thereof and the Interest Period with respect thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.

(c) The entries maintained in the accounts maintained pursuant to paragraphs (a) and (b) above shall be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Obligations in accordance with their terms.

Section 2.15 Funding Indemnity.

If any Lender shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any LIBOR Loan, Bankers' Acceptance, or BA Equivalent Loan, or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of:

(a) any payment, prepayment or conversion of a LIBOR Loan, Bankers' Acceptance or BA Equivalent Loan on a date other than the last day of its Interest Period;

(b) any failure (because of a failure to meet the conditions of Article 8 or otherwise) by the Borrower to borrow or continue a LIBOR Loan, Bankers' Acceptance or BA Equivalent Loan, to convert a Prime Rate Loan, Base Rate Loan, Bankers' Acceptance, BA Equivalent Loan, into a LIBOR Loan, on the date specified in a notice given pursuant to Section 2.9 or 2.16 hereof or to convert a Prime Rate Loan, Base Rate Loan or LIBOR Loan into a Bankers' Acceptance or BA Equivalent Loan on the date specified in a notice given pursuant to Section 2.9 or Section 2.16(a) hereof;

(c) any failure by the Borrower to make any payment of principal on any LIBOR Loan, Bankers' Acceptance or BA Equivalent Loan when due (whether by acceleration or otherwise); or

(d) any acceleration of the maturity of a LIBOR Loan, Bankers' Acceptance or BA Equivalent Loan as a result of the occurrence of any Event of Default hereunder,

then, upon the demand of such Lender the Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any Lender makes such a claim for compensation, it shall provide to the Borrower with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail and the amounts shown on such certificate shall be conclusive if reasonably determined.

Section 2.16 Credit Terminations.

(a) The Borrower shall have the right at any time and from time to time, upon five (5) Business Days prior written notice to the Administrative Agent (or such shorter period of time agreed to by the Administrative Agent), to terminate any Credit without premium or penalty and in whole or in part, any partial termination to be (i) in an amount of not less than \$1,000,000 or integral multiples thereof and (ii) allocated rateably among the Lenders in proportion to their respective Percentages, provided that no Credit may be reduced to an amount less than the Outstanding Advances after giving effect to such reduction and any payments made concurrently therewith (unless, in the case of any L/C Obligations under outstanding Letters of Credit, there is no Credit Exposure with respect to such Letters of Credit). Any termination of the Revolving Credit Facility below the Swing Line Sublimit then in effect shall reduce the Swing Line Sublimit on a proportionate basis. The Administrative Agent shall give prompt notice to each Lender of any such termination of any Credit.

(b) Any termination of a Credit pursuant to this Section 2.16 may not be reinstated.

Section 2.17 Substitution of Lenders.

In the event (a) any Lender is a Defaulting Lender or is otherwise in default in any material respect with respect to its obligations under the Loan Documents or (b) a Lender fails to consent to an amendment or waiver requested under Section 11.3 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a) or (b) above being hereinafter referred to as an "Affected Lender"), the Borrower may, in addition to any other rights the Borrower may have hereunder or under Applicable Law, require, at the Affected Lender's expense, any such Affected Lender to assign, at par plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit, and other amounts at any time owing to it hereunder and the other Loan Documents) to a commercial bank or other financial institution specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any Applicable Law, (ii) the Borrower shall have received the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender, which consent shall not be unreasonably withheld or delayed, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with, unless the Affected Lender is in default in any material respect with respect to its obligations hereunder, amounts due to such Affected Lender under Section 2.15 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal and accrued interest and fees owing to it hereunder, and (iv) the assignment is entered into in accordance with the other requirements of Section 13.19 of this Agreement (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Section 2.18 Swing Loans

(a) Generally. Subject to the terms and conditions hereof, Section 2.1 and Section 2.6, the Swing Line Lender shall make loans in Canadian Dollars as a Prime Rate Loan or U.S. Dollars as a Base Rate Loan to the Borrower under the Swing Line (individually a "Swing Loan" and collectively the "Swing Loans") which shall not in the aggregate at any time outstanding exceed the Swing Line Sublimit. The Swing Loans may be availed of by the Borrower from time to time and borrowings thereunder may be repaid and used again during the period ending on the Termination Date. Each Swing Loan shall constitute usage of the Revolving Credit Commitment and for greater certainty, each Swing Loan shall reduce HSBC's Commitment under the Revolving Credit Facility on a dollar for dollar basis. Swing Loans may be advanced in any amount.

(b) Interest on Swing Loans. Each Swing Loan shall bear interest during each day it is outstanding (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual days elapsed for Prime Rate Loans and on the basis of a year of 360 days and actual days elapsed for Base Rate Loans) on the unpaid principal amount thereof from the date such Loan is advanced until maturity (whether by acceleration or otherwise) at a rate per annum equal to (i) the sum of the Prime Rate from time to time in effect plus the Applicable Margin for Prime Rate Loans in effect from time to time or (ii) the sum of the Base Rate from time to time in effect plus the Applicable Margin for Base Rate Loans in effect from time to time. Interest on each Swing Loan shall be due and payable monthly in arrears on the last day of each and every month and at maturity (whether by acceleration or otherwise).

(c) Swing Loans Advances. All advances to the Borrower under the Swing Line shall be made by way of overdrafts in the following manner. The Swing Line Lender will make advances into one or more accounts maintained with the Swing Line Lender designated by such Borrower as required in order to honour cheques drawn by such Borrower on such accounts which are presented to the Swing Line Lender for payment. As deposits are made into such accounts by such Borrower, the Swing Line Lender shall withdraw funds from such accounts from time to time and apply such funds as repayments under the Swing Line. Advances to the Borrower and repayments by the Borrower under the Swing Line shall be made without notice and shall be on a dollar for dollar basis (i.e. not subject to minimum amounts or multiples). Anything contained in the foregoing to the contrary notwithstanding, (i) the obligation of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (ii) the Swing Line Lender shall not be obligated to make any Swing Loan if there is a default of any Lender's obligations to make Revolving Loans or reimburse the L/C Issuer under this Agreement or any Lender is at such time a Defaulting Lender hereunder, unless the Swing Line Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Swing Line Lender's risk with respect to such Defaulting Lender.

(d) Refunding Loans. In its sole and absolute discretion, the Swing Line Lender may at any time direct the Administrative Agent, on behalf of the Borrower (which hereby irrevocably authorize the Administrative Agent to act on the Borrower's behalf for such purpose) and with notice to the Borrower, request each Lender to make a Revolving Loan in the form of a Prime Rate Loan and/or Base Rate Loan, as applicable, in an amount equal to such Lender's Revolving Credit Percentage of the amount of the Swing Loans outstanding on the date such notice is given. Regardless of the existence of any Default or Event of Default, each Lender shall make the proceeds of its requested Revolving Loan available to the Administrative Agent, in immediately available funds, at the Administrative Agent's principal office in Toronto, Ontario, before 4:30 p.m. (Toronto time) on the Business Day following the day such notice is given. The proceeds of such Borrowing of Revolving Loans shall be immediately applied to repay the outstanding Swing Loans.

(e) Participations. If any Lender refuses or otherwise fails to make a Revolving Loan when requested by the Administrative Agent pursuant to Section 2.18(d) above, such Lender will, by the time and in the manner such Revolving Loan was to have been funded to the Administrative Agent, purchase from the Swing Line Lender an undivided Participating Interest in the outstanding Swing Loans in an amount equal to its Revolving Credit Percentage of the aggregate principal amount of Swing Loans that were to have been repaid with such Revolving Loans. Each Lender that so purchases a participation in a Swing Loan shall thereafter be entitled to receive its Revolving Credit Percentage of each payment of principal received on the Swing Loan and of interest received thereon accruing from the date such Lender funded to the Administrative Agent its participation in such Loan. The several obligations of the Lenders under this Section shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be subject to any set off, counterclaim or defense to payment which any Lender may have or have had against the Borrower, any other Lender or any other Person whatsoever. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of the Commitments of any Lender, and each payment made by a Lender under this Section shall be made without any offset, abatement, withholding or reduction whatsoever.

Section 2.19 Defaulting Lenders.

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

• (i) The Defaulting Lender's right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 11.3 hereof.
• (ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 10 or otherwise), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by the L/C Issuer or Swing Line Lender and to the extent permitted by Applicable Law, to be held as cash collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender's breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender's breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit Borrowings were made at a time when the conditions set forth in Section 8.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.19(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

(iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Loans, pursuant to Section 2.6, Section 2.7 and Section 2.16(a), the "Revolving Credit Percentage" of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists, and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Loans, shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Credit Exposure of that Lender.

(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), such Defaulting Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Loans, to be held on a pro rata basis by the Lenders in accordance with their applicable Percentages (without giving effect to Section 2.19(a)(iv)), whereupon such Defaulting Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Section 2.20 Determination of Equivalent Amounts.

Whenever it is necessary or desirable at any time to determine the Equivalent Amount in either U.S. Dollars or Canadian Dollars of an amount expressed in the other currency or in any other currency, or vice-versa (specifically including for greater certainty the determination of whether the Outstanding Advances under any Credit exceed the maximum amount of such Credit), the Equivalent Amount shall be determined by reference to the Exchange Rate on the date of such determination.

Section 2.21 Commitment to Purchase Bankers' Acceptances and BA Equivalent Notes.

(a) Each BA Lender which is a bank listed in Schedule I of the Bank Act (Canada) agrees to purchase those Bankers' Acceptances which it has accepted, at a discount from the face amount thereof calculated at the CDOR Rate for the relevant Interest Period in effect on the issuance date thereof; provided that if upon determination of CDOR Rate, CDOR Rate is below zero, CDOR Rate shall be deemed to be zero.

(b) Each BA Lender which is a bank listed in Schedule II or Schedule III of the Bank Act (Canada) agrees to purchase those Bankers' Acceptances which it has accepted, at a discount from the face amount thereof calculated using a rate not in excess of the CDOR Rate for the relevant Interest Period in effect on the issuance date thereof plus a premium not in excess of one-tenth of one percent (0.10%); provided that if upon determination of CDOR Rate, CDOR Rate is below zero, CDOR Rate shall be deemed to be zero.

(c) Each Non-BA Lender agrees to purchase BA Equivalent Notes issued by it hereunder at a discount from the face amount thereof calculated using a rate not in excess of the CDOR Rate for the relevant Interest Period in effect on the issuance date thereof plus a premium not in excess of one-tenth of one percent (0.10%); provided that if upon determination of CDOR Rate, CDOR Rate is below zero, CDOR Rate shall be deemed to be zero.

Section 2.22 Special Provisions Regarding Bankers' Acceptances.

The following provisions are applicable to Bankers' Acceptances issued by the Borrower and accepted by any BA Lender hereunder:

(a) Payment of Bankers' Acceptances. The Borrower agrees to provide for each Bankers' Acceptance by payment of the face amount thereof to the Administrative Agent on behalf of the BA Lender on the maturity of the Bankers' Acceptance or, prior to such maturity, on the Termination Date; and the Administrative Agent shall remit the said amount to such BA Lender and such BA Lender shall in turn remit such amount to the holder of the Bankers' Acceptance. If the Borrower fails to provide for the payment of the Bankers' Acceptance accordingly, any amount not so paid shall be immediately payable by such Borrower to the Administrative Agent on behalf of the BA Lender together with interest on such amount calculated daily and payable monthly at the rate and in the manner applicable to Prime Rate Loans under the Revolving Credit Facility. The Borrower agrees not to claim any days of grace for the payment at maturity of any Bankers' Acceptance and agrees to indemnify and save harmless the applicable BA Lender in connection with all payments made by the applicable BA Lender (or by the Administrative Agent on its behalf) pursuant to Bankers' Acceptances accepted by the applicable BA Lender, together with all reasonable out-of-pocket costs and expenses incurred by the applicable BA Lender in this regard. The Borrower hereby waive any defences to payment which might otherwise exist if for any reason a Bankers' Acceptance is held by a BA Lender for its own account at maturity.

(b) Availability of Bankers' Acceptances. If at any time and from time to time the Administrative Agent determines, acting reasonably, that there no longer exists a market for Bankers' Acceptances for the term requested by the Borrower, or at all, the Administrative Agent shall so advise such Borrower, and in such event the BA Lenders shall not be obliged to accept and such Borrower shall not be entitled to issue Bankers' Acceptances.

(c) Power of Attorney. The Borrower hereby appoints each BA Lender as its true and lawful attorney to complete and issue Bankers' Acceptances on behalf of such Borrower in accordance with written (including electronically) transmitted instructions provided by such Borrower to the Administrative Agent on behalf of such BA Lender, and the Borrower hereby ratifies all that its said attorney may do by virtue thereof. The Borrower agrees to indemnify and hold harmless the Administrative Agent and the BA Lenders and their respective directors, officers and employees from and against any charges, complaints, costs, damages, reasonable out-of-pocket expenses, losses or liabilities of any kind or nature which they may incur, sustain or suffer, arising from or by reason of acting, or failing to act, as the case may be, in reliance upon this power of attorney, except to the extent caused by the gross negligence or wilful misconduct of the Administrative Agent or the BA Lender or their respective directors, officers and employees. The Borrower hereby agrees that each Bankers' Acceptance completed and issued and accepted in accordance with this Section by a BA Lender on behalf of such Borrower is a valid, binding and negotiable instrument of such Borrower as drawer and endorser. The Borrower agrees that each BA Lender's accounts and records will constitute prima facie evidence of the execution and delivery by the Borrower of Bankers' Acceptances. This power of attorney shall continue in force until written notice of revocation has been served upon the Administrative Agent by the Borrower at the Administrative Agent's address set out in Section 13.5.

Section 2.23 Special Provisions regarding BA Equivalent Notes.

(a) Each Non-BA Lender will not accept Bankers' Acceptances hereunder, and shall instead from time to time make BA Equivalent Loans to the Borrower. Each BA Equivalent Loan shall be evidenced by a non-interest bearing promissory note payable by the Borrower to the Non-BA Lender in question substantially in the form of Exhibit D attached hereto, which will be purchased by the Non-BA Lender. Each BA Equivalent Note shall be negotiable by the Non-BA Lender without notice to or the consent of the Borrower, and the holder thereof shall be entitled to enforce such BA Equivalent Note against the Borrower free of any equities, defences or rights of set-off that may exist between the Borrower and the Non-BA Lender. In this Agreement, all references to a BA Equivalent Note shall mean the loan evidenced thereby if required by the context; and all references to the "issuance" of a BA Equivalent Note by a Non-BA Lender and similar expressions shall mean the making of a BA Equivalent Loan by the Non-BA Lender which is evidenced by a BA Equivalent Note. The following provisions are applicable to each BA Equivalent Loan made by a Non-BA Lender to the Borrower hereunder.

(b) Payment of BA Equivalent Notes. The Borrower agrees to provide for each BA Equivalent Note by payment of the face amount thereof to the Administrative Agent on behalf of the Non-BA Lender on the maturity of the BA Equivalent Note or, prior to such maturity, on the Termination Date; and the Administrative Agent shall remit the said amount to such Non-BA Lender and such Non-BA Lender shall in turn remit such amount to the holder of the BA Equivalent Note. If the Borrower fails to provide for the payment of the BA Equivalent Note accordingly, any amount not so paid shall be immediately payable by the Borrower to the Administrative Agent on behalf of the Non-BA Lender together with interest on such amount calculated daily and payable monthly at the rate and in the manner applicable to Prime Rate Loans under the Revolving Credit Facility. The Borrower agrees not to claim any days of grace for the payment at maturity of any BA Equivalent Note and agrees to indemnify and save harmless the Non-BA Lender in connection with all payments made by the Non-BA Lender (or by the Administrative Agent on its behalf) pursuant to BA Equivalent Notes accepted by the Non-BA Lender, together with all reasonable out-ofpocket costs and expenses incurred by the Non-BA Lender in this regard. The Borrower hereby waives any defences to payment which might otherwise exist if for any reason a BA Equivalent Note is held by a Non-BA Lender for its own account at maturity.

(c) Availability of BA Equivalent Loans. The Non-BA Lenders shall have no obligation to make BA Equivalent Loans during any period in which the BA Lenders' obligation to issue Bankers' Acceptances is suspended pursuant to Section 2.22(b) of this Agreement.

(d) Power of Attorney. The Borrower hereby appoints each Non-BA Lender as its true and lawful attorney to complete BA Equivalent Notes on behalf of such Borrower in accordance with written (including electronically) transmitted instructions delivered by such Borrower to the Administrative Agent, and the Borrower hereby ratifies all that its said attorney may do by virtue thereof. The Borrower agrees to indemnify and hold harmless the Administrative Agent and the Non-BA Lenders and their respective directors, officers and employees from and against any charges, complaints, costs, damages, expenses, losses or liabilities of any kind or nature which they may incur, sustain or suffer, arising from or by reason of acting, or failing to act, as the case may be, in reliance upon this power of attorney except to the extent caused by the negligence or wilful misconduct of the Administrative Agent or the Non-BA Lenders or their respective directors, officers and employees. The Borrower hereby agrees that each BA Equivalent Note completed by a Non-BA Lender on behalf of such Borrower is a valid, binding and negotiable instrument of such Borrower as drawer and endorser. The Borrower agrees that the Non-BA Lenders' accounts and records will constitute prima facie evidence of the execution and delivery by such Borrower of BA Equivalent Notes. This power of attorney shall continue in force until written notice of revocation has been served upon the Administrative Agent on behalf of the Non-BA Lenders by the Borrower at the Administrative Agent's address provided in Section 13.5.

Section 2.24 Special Provisions Regarding LIBOR LOANS- Benchmark Replacement

(a) Benchmark Replacement Setting

• (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedging Agreement or other swap agreement shall be deemed not to be a "Loan Document" for purposes of this Section titled "Benchmark Replacement Setting")
• (A) Replacing LIBOR. On March 5, 2021 the Financial Conduct Authority ("FCA"), the regulatory supervisor of LIBOR's administrator ("IBA"), announced in a public statement the future cessation or loss of representativeness of overnight/spot next, 1-month, 3-month, 6-month and 12-month LIBOR tenor settings. On the earlier of (i) the date that all Available Tenors of LIBOR have either permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative and (ii) the Early Opt-in Effective Date, if the then-current Benchmark is LIBOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Loan Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.
• (B) Replacing Future Benchmarks. Upon the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace the thencurrent 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 Borrower and the Lenders without any amendment to this Agreement or any other Loan Document, or further action or consent of the Borrower or the Lenders (or any other party to this Agreement or any other Loan Document), so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from the Borrower or the Lenders comprising the Required Lenders. At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request for a Borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower's receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans. During the period referenced in the foregoing sentence, the component of the Base Rate based upon the Benchmark will not be used in any determination of the. Base Rate.
• (ii) For greater certainty and notwithstanding anything to the contrary in this Agreement or in any other Loan Document, effective upon the Term SOFR Transition Date, the "Benchmark Replacement" shall be deemed to be the sum of (i) Term SOFR and (ii) 0.11448% (11.448 basis points) for an Available Tenor of one-month's duration, 0.26161% (26.161 basis points) for an Available Tenor of

three-months' duration, and 0.42826% (42.826 basis points) for an Available Tenor of six-months' duration.

(b) Benchmark Replacement Conforming Changes. In connection with the implementation and administration of a Benchmark Replacement, 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.

(c) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Term SOFR Transition Event, (ii) the implementation of any Benchmark Replacement, and (iii) the effectiveness of any Benchmark Replacement Conforming Changes. 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 titled "Benchmark Replacement Setting", 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, 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 titled "Benchmark Replacement Setting".

(d) Unavailability of Tenor of Benchmark. At any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBOR), then the Administrative Agent may remove any tenor of such Benchmark that is unavailable or nonrepresentative for such Benchmark (including Benchmark Replacement) settings and (ii) the Administrative Agent may reinstate any such previously removed tenor for such Benchmark (including any Benchmark Replacement) settings.

• (e) Certain Defined Terms. As used in this Section":
• (i) "Available Tenor" means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (y) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.
• (ii) "Benchmark" means, initially, LIBOR; provided that if a replacement of the Benchmark has occurred pursuant to this Section titled "Benchmark Replacement Setting", then "Benchmark" means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any reference to "Benchmark" shall include, as applicable, the published component used in the calculation thereof.

• (iii) "Benchmark Replacement" means, for any Available Tenor:

  • (A) For purposes of clause 3(a)(i)(A) of this Section, the first alternative set forth below that can be determined by the Administrative Agent:
  • (x) the sum of: (i) Term SOFR and (ii) 0.11448% (11.448 basis points) for an Available Tenor of one-month's duration, 0.26161% (26.161 basis points) for an Available Tenor of three-months' duration, and 0.42826% (42.826 basis points) for an Available Tenor of sixmonths' duration, or

• (y) the sum of: (i) Daily Simple SOFR and (ii) the spread adjustment selected or recommended by the Relevant Governmental Body for the replacement of the tenor of LIBOR with a SOFR-based rate having approximately the same length as the interest payment period specified in clause (a) of this Section; and

• (B) For purposes of clause (iii))(A)(y) of this Section, the sum of (a) the alternate benchmark rate and (b) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Administrative Agent as the replacement for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body, for U.S. dollar-denominated syndicated credit facilities at such time; provided that, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, effective upon the Term SOFR Transition Date, the "Benchmark Replacement" shall be deemed to be the sum of (i) Term SOFR and (ii) 0.11448% (11.448 basis points) for an Available Tenor of one-month's duration, 0.26161% (26.161 basis points) for an Available Tenor of three-months' duration, and 0.42826% (42.826 basis points) for an Available Tenor of six-months' duration;

and provided further that, if the Benchmark Replacement as determined pursuant to clause (x) or (y) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

• (iv) "Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of "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 continuation notices, the applicability and 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).
• (v) "Benchmark Transition Event" means, with respect to any then-current Benchmark other than LIBOR, the occurrence of a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark, the regulatory supervisor for the administrator of such Benchmark, 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, a resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, announcing or stating that (a) such administrator has ceased or will cease on a specified date to provide all Available Tenors of such Benchmark, 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 (b) all Available Tenors of such Benchmark are or will no longer be representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored.

• (vi) "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 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.
• (vii) "Early Opt-in Effective Date" means, with respect to any 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, written notice of objection to such Early Opt-in Election from the Lenders comprising the Required Lenders.
• (viii) "Early Opt-in Election" means the occurrence of:
• (A) a notification by the Administrative Agent to (or a request by the Borrower to the Administrative Agent to notify) each of the other parties to this Agreement that at least five currently outstanding U.S. dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate; and
• (B) the joint election by the Administrative Agent and the Borrower to trigger a fallback from LIBOR and the provision by the Administrative Agent of written notice of such election to the Lenders.
• (ix) "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 LIBOR.
• (x) "Relevant Governmental Body" means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.
• (xi) "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.
• (xii) "SOFR Administrator" means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

• (xiii) "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.

• (xiv) "Term SOFR" means, for the applicable corresponding tenor, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

• (xv) "Term SOFR Notice" means a notification by the Administrative Agent to the Borrower and the Lenders of the occurrence of a Term SOFR Transition Event.
• (xvi) "Term SOFR Transition Date" means (i) the tenth (10th) Business Day after the Administrative Agent has provided the Term SOFR Notice to the Borrower and the Lenders, or (ii) to the extent applicable, such other later date as the Administrative Agent may identify as the 'Term SOFR Transition Date' in the Term SOFR Notice.
• (xvii) "Term SOFR Transition Event" means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and the Lenders and (c) any event (including any Benchmark Transition Event) has previously occurred resulting in a Benchmark Replacement in accordance with this Section titled "Benchmark Replacement Setting" that is not Term SOFR.

Section 3.2 Breakage Costs.

The Borrower acknowledges that advances made by a Lender by way of Bankers' Acceptances, BA Equivalent Loans or LIBOR Loans, may not be repaid prior to the maturity thereof. If any such advance is repaid or converted prior to the scheduled maturity date thereof (whether as a result of acceleration or otherwise), the Borrower agrees to pay to the Administrative Agent on behalf of such Lender upon demand all losses, damages, costs and expenses which such Lender has incurred as a result of such repayment or conversion prior to the said scheduled maturity date, as determined by such Lender in accordance with its usual practice. The Administrative Agent shall provide the Borrower with a written certificate showing in reasonable detail the basis for such claim, which shall be deemed to be prima facie correct.

ARTICLE 4 FEES

Section 4.1 Fees.

(a) Revolving Credit Facility Commitment Fee. The Borrower shall pay to the Administrative Agent for the rateable account of the Lenders in accordance with their applicable Revolving Credit Percentage a commitment fee at the rate per annum set out in the fifth column of the table in the definition of Applicable Margin, in the row that corresponds to the Applicable Margin then in effect (computed, notwithstanding any provision to the contrary in this Agreement (including the use of the term "per annum"), on the basis of a year of 365 days or 366 days, as applicable, and actual days elapsed) on the on the daily excess amountof the Revolving Credit Commitment of such Lender over its Revolving Credit Commitment. Such commitment fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter in each year (commencing the first full Fiscal Quarter after the Initial Credit Event) and on the Termination Date, unless the Revolving Credit Commitments are terminated in whole on an earlier date, in which event the unpaid commitment fee accrued to the date of such termination shall be paid on the date of such termination.

(b) Letter of Credit Fees – Revolving Credit Facility. The Applicable Margin for Letters of Credit is the rate per annum set out in the fourth column of the table in the definition of Applicable Margin; provided that the Applicable Margin for any Letter of Credit that is a performance guarantee shall be two thirds of the rate per annum set out in the fourth column of the table in the definition of Applicable Margin. The Borrower shall pay to the Administrative Agent, for the benefit of the L/C Issuer, (i) in respect of each Letter of Credit, in respect of the period from the date of issuance of such Letter of Credit to the last day of the then current Fiscal Quarter (both inclusive), a fee equal to the Applicable Margin in effect at the time of issuance multiplied by the face amount of such Letter of Credit multiplied by the number of days in such period and divided by three hundred and sixty-five (365) or three hundred and sixty-six (366), as applicable, payable on the last day of such Fiscal Quarter; (ii) in respect of each subsequent Fiscal Quarter (other than the Fiscal Quarter in which such Letter of Credit shall expire), a fee equal to the Applicable Margin in effect on such day multiplied by the face amount of such Letter of Credit multiplied by the number of days in such Fiscal Quarter and divided by three hundred and sixty-five (365) or three hundred and sixty-six (366), as applicable, payable on the last day of such Fiscal Quarter; and (iii) in respect of the Fiscal Quarter in which such Letter of Credit shall expire, a fee equal to the Applicable Margin in effect on such day multiplied by the face amount of such Letter of Credit multiplied by the number of days from such day to the date of expiry of such Letter of Credit (both inclusive) and divided by three hundred and sixty-five (365) or three hundred and sixty-six (366), as applicable, payable on the last day of such Fiscal Quarter and on the Termination Date. In addition, the Borrower shall pay to the L/C Issuer for its own account (i) a fronting fee equal to basis points per annum of the face amount of each Letter of Credit, payable quarterly in arrears based upon the number of days each Letter of Credit is outstanding plus (ii) the L/C Issuer's standard issuance, drawing, negotiation, amendment, assignment, and other administrative fees for each Letter of Credit as reasonably established by the L/C Issuer from time to time.

(c) Bankers' Acceptance and BA Equivalent Note Acceptance Fee. The Borrower agrees to pay an acceptance fee (an "Acceptance Fee") in respect of each Bankers' Acceptance and each BA Equivalent Note issued hereunder, in an amount equal to the Applicable Margin for Acceptance Fees at the time of acceptance multiplied by the face amount of the Bankers' Acceptance or BA Equivalent Note, as the case may be, with the product thereof further multiplied by the number of days in the Interest Period of the subject Bankers' Acceptance or BA Equivalent Note, as the case may be, and divided by 365 or 366, as applicable, payable at the time of acceptance (and for greater certainty, in addition to paying the said Acceptance Fees, the Borrower acknowledges that the proceeds they will receive upon the issuance of such Bankers' Acceptance or BA Equivalent Note, as the case may be, will be less than the face amount payable by it to the holder of such Bankers' Acceptance or BA Equivalent Note on the date thereof, as more particularly provided in Section 2.22 and Section 2.23 hereof).

(d) Upfront Fee. The Borrower shall pay to the Administrative Agent for the account of each of the Lenders on a pro rata basis the upfront fee set out in the Fee Letter at the time or times set out therein.

(e) Annual Administrative Agent Fee. On the Closing Date and on each anniversary thereof, the Borrower shall pay to the Administrative Agent for its own account the agent fee set out in the Fee Letter.

ARTICLE 5 PLACE AND APPLICATION OF PAYMENTS

Section 5.1 Place and Application of Payments.

All payments of principal of and interest on the Loans and the Reimbursement Obligations, and of all other Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the Administrative Agent by no later than 2:00 p.m. (Toronto time) on the due date thereof (except, in respect of Reimbursement Obligations, as provided in Section 2.6(c)) at the office of the Administrative Agent specified in Section 13.5 (or such other location as the Administrative Agent may designate to the Borrower), for the benefit of the Lender or Lenders entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in Canadian Dollars or U.S. Dollars, as applicable, in immediately available funds at the place of payment, in each case without set off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which the Lenders have purchased Participating Interests rateably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement. If the Administrative Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the Administrative Agent the amount distributed to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such amount to the Administrative Agent, at a rate per annum equal to the Prime Rate in effect for each such day.

Anything contained herein to the contrary notwithstanding (including, without limitation, Section 2.12(b) above), all payments and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by the Administrative Agent or any of the Lenders after demand (where applicable), acceleration, the final maturity of the Obligations or termination of the Commitments as a result of demand, where applicable, or an Event of Default shall be remitted to the Administrative Agent and distributed as follows:

(a) first, to the payment of any outstanding reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral or in protecting, preserving or enforcing rights under the Loan Documents, and in any event including all reasonable out-of-pocket costs and expenses of a character which the Borrower has agreed to pay the Administrative Agent under Section 13.7 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);

(b) second, to the payment of any outstanding interest and fees due hereunder and the other Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;

(c) third, to the payment of principal on the Loans, unpaid Reimbursement Obligations together with amounts to be held by the Administrative Agent as collateral security for any L/C Obligations under outstanding Letters of Credit pursuant to Section 10.4 hereof (until the Administrative Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations) and unpaid Funds Transfer and Deposit Account Liability, cash and treasury management obligations, and Hedging Liability;

(d) fourth, to the payment of all other unpaid Obligations and all other Debt, obligations and liabilities of the Borrower and the other Obligors secured by the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and

(e) finally, to the Borrower or whoever else may be lawfully entitled thereto.

Section 5.2 Account Debit.

The Borrower hereby irrevocably authorizes the Administrative Agent to charge any of deposit accounts maintained with the Administrative Agent for the amounts from time to time necessary to pay any then due Obligations; provided that the Borrower acknowledges and agrees that the Administrative Agent shall not be under an obligation to do so and the Administrative Agent shall not incur any liability to the Borrower or any other Person for the Administrative Agent's failure to do so.

ARTICLE 6 SECURITY

Section 6.1 Security.

The Borrower has provided or agrees to provide or cause to be provided certain security including the security listed below (collectively, the "Security") as continuing security for the payment of the Obligations and the payment and performance of all other present and future, direct and indirect, Debt and obligations of the Borrower to the Administrative Agent and the Lenders (and their respective Affiliates, if applicable), respectively, arising under or in respect of this Agreement, the Hedging Agreements and the other Loan Documents, all in favour of and on terms satisfactory to, the Administrative Agent:

• (a) a general security and pledge agreement in respect of all present and future personal property, assets and undertaking of the Borrower and each other Obligor;
• (b) a collateral assignment of all insurance over assets by the Obligors;
• (c) a guarantee from each other Obligor;
• (d) to the extent not otherwise addressed in any other Security, an assignment of accounts receivable by the Borrower and each other Obligor;
• (e) to the extent not otherwise addressed in any other Security, a pledge agreement over financial securities accounts (and related cash accounts) of the Borrower;
• (f) a deposit account control agreement in respect of the Accounts listed on Schedule 5.01(n) to this Agreement (the "Bank Accounts Pledge Agreement"); provided that ETC shall have ninety (90) days after the Closing Date to establish any such Bank Accounts Pledge Agreement;
• (g) to the extent requested by the Required Lenders, a demand debenture over all real property owned by the Borrower and each other Obligor;
• (h) to the extent requested by the Required Lenders, a general assignment of rents from the Borrower and each other Obligor in respect of the real property secured herein;
• (i) to the extent requested by the Required Lenders, an environmental warranty and indemnity agreement from the Obligors;
• (j) a notice of security agreement from each Obligor in respect of its right to and interest in Intellectual Property which the Required Lenders consider, in their sole discretion acting reasonably, to be material;
• (k) an assignment agreement from Quarterhill USA, Inc. in respect of all its rights but not obligations under the Target Purchase Agreement;
• (l) the Borrower shall use commercially reasonable efforts to obtain a landlord agreement or collateral access agreement from the landlord of each Material Leased Premises; provided that the Borrower shall have one hundred and twenty (120) days after the Closing Date to obtain such landlord agreements or collateral access agreements, as the case may be, from those Material Leased Premises which exist as of the Closing Date;
• (m) a confirmation of security agreement from Quarterhill USA, Inc. immediately following the U.S. Corporate Restructurings;
• (n) a subordination agreement from Quarterhill Inc. with respect to any Subordinated Debt in form and substance satisfactory to the Administrative Agent; and
• (o) such other security and further assurances as the Administrative Agent may reasonably require from time to time.

Notwithstanding the foregoing and provided that the U.S. Corporate Restructurings occur on or before ninety (90) days from the Closing Date, the parties agree that no Target (other than ETC) shall be required to provide the security contemplated in this Section 6.1. If the U.S. Corporate Restructurings do not occur within (90) days of the Closing Date, the Targets shall forthwith provide all security contemplated hereunder.

Section 6.2 Further Assurances and Future Subsidiaries.

The Borrower agrees that it shall, and shall cause each Guarantor to, from time to time at the request of the Administrative Agent or the Required Lenders, execute and deliver such documents and do such acts and things as the Administrative Agent or the Required Lenders may reasonably request, consistent with the terms of Section 6.1 hereof, in order to provide for or perfect or protect such Liens on the Collateral. In the event that the Borrower or any of its Subsidiaries forms or acquires any Material Subsidiary, any other Subsidiary becomes a Material Subsidiary or any other Subsidiary is required to become a Guarantor pursuant to Section 9.1(p), the Borrower agrees that it shall, within thirty (30) days of such formation or acquisition or such Subsidiary becoming a Material Subsidiary (or where required in order to comply with Section 9.1(p) hereof on or before the date that the next Compliance Certificate is required to be delivered pursuant to Section 9.3(a), as applicable) or such longer period of time agreed to by the Administrative Agent (acting reasonably) in writing (i) cause such Subsidiaries to execute a Guarantee, and execute and deliver such Collateral Documents as the Administrative Agent may then reasonably require; and (ii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favour of the Administrative Agent in respect of all outstanding issued shares of such Subsidiary and the Borrower shall also deliver to the Administrative Agent, or cause such Subsidiary (and, if applicable, its parent) to deliver to the Administrative Agent, at the Borrower's cost and expense, such other instruments, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith.

Section 6.3 Release of Security.

At such time as all Obligations have been satisfied in full (other than Contingent Obligations, unless a claim with respect thereto has been asserted) and all Commitments of the Lenders in connection therewith shall have been terminated and the Administrative Agent shall, at the expense and request of the Borrower, without any representations, warranties or recourse of any kind whatsoever, enter into such agreements and other instruments as may be necessary to release, reassign, reconvey and discharge the Security; provided that any asset which is disposed of by the Borrower or any Guarantor in accordance with the terms of this Agreement shall be automatically released from the Security, which release shall be formally evidenced by the Administrative Agent following a written request by, and at the expense of, the Borrower.

ARTICLE 7 REPRESENTATIONS AND WARRANTIES

The Borrower hereby represents and warrants to the Administrative Agent and the Lenders, for an on behalf of itself and each other Obligor, as follows:

Section 7.1 Organization and Qualification.

Each Obligor is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is organized, has full and adequate corporate or other power to own its Property and conduct its business as now conducted, and is duly licensed or qualified and in good standing in each jurisdiction in which the nature of the business conducted by it or the nature of the Property owned or leased by it requires such licensing or qualifying, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, Schedule 7.1 hereto identifies each Company, the jurisdiction of organization and chief executive office of each Company and a description of each class of Company's authorized capital stock and other equity interests and the number of shares of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Company are validly issued and outstanding and fully paid and non-assessable and all such shares and other equity interests indicated on Schedule 7.1 as owned by the Borrower or another Company are owned, beneficially and of record, by the Borrower or such Company free and clear of all Liens other than the Liens granted in favour of the Administrative Agent pursuant to the Collateral Documents and Permitted

Liens. Except as set forth on Schedule 7.1, there are, as of the date hereof, no outstanding commitments or other obligations of any Obligor to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Company. Schedule 7.1 identifies each Company as each such Company will exist immediately following the Target Acquisition.

Section 7.2 Authority and Validity of Obligations.

Each Obligor has full corporate or other power and authority to enter into the Loan Documents executed by it, in respect of the Borrower, to make the Borrowings herein provided for, in respect of each Guarantor, to guarantee the Obligations, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor enforceable against them in accordance with their terms, subject to relevant exequatur procedures, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by-laws, certificate or articles of association and operating agreement, or other similar organizational documents) of the Borrower or any Guarantor, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor or any of their Property, in each case under (a) and (b) where such contravention or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor other than the Liens granted in favour of the Administrative Agent (and in favour of each of the Lenders, where applicable) pursuant to the Collateral Documents.

Section 7.3 Location of Assets.

The property and assets of each of the Obligors are located in those jurisdictions specified in Schedule 7.3 and in no other jurisdiction, other than tangible Collateral in transit to or from such locations. Set out in Schedule 7.3 are the following:

(a) the legal description of all real property owned by any Obligor;

(b) a list of all locations leased by any Obligor, as lessee and identifying which leased locations are material; and

(c) a list of all other locations in or on which any property or assets owned by any Obligor is located.

Section 7.4 Financial Reports.

(a) The audited consolidated financial statements of International Road Dynamics Inc. and its Subsidiaries, and the related consolidated statements of operations, shareholders' deficit and cash flows of International Road Dynamics Inc. and its Subsidiaries for the Fiscal Years ending 2018, 2019 and 2020, heretofore furnished to the Administrative Agent and the Lenders, fairly present in all material respects the consolidated financial condition of International Road Dynamics Inc. and its Subsidiaries as at said dates and the consolidated results of their operations and cash flows for the periods then ended in conformity with GAAP applied on a consistent basis (subject to year-end audit adjustments and the absence of footnote disclosures); and (b) the audited, consolidated, year-end financial statements of Electronic Transaction Consultants Corporation (a corporate predecessor of ETC) in respect of the Fiscal Years ending 2018 and 2019 and the audited,consolidated interim financial statements of ETC Intermediate, LLC and its Subsidiary for the fiscal period ending December 31, 2020 heretofore furnished to the Administrative Agent and the Lenders (subject to year-end audit adjustments and the absence of footnote disclosures), fairly present in all material respects the consolidated financial condition of the Targets in conformity with U.S. GAAP applied on a consistent basis. The Borrower has delivered to the Lenders projections for the Fiscal Years ending 2021 through to 2026 and, as of the date of this Agreement, such projections are based on reasonable estimates, information and assumptions at the time when made.

Section 7.5 Full Disclosure.

The written statements and information furnished to the Administrative Agent and the Lenders by the Borrower in connection with the negotiation of this Agreement and the other Loan Documents and the Commitments by the Lenders to provide all or part of the financing contemplated hereby, including any updates or supplements to such information delivered to the Administrative Agent and the Lenders, when taken as a whole, to the knowledge of the Borrower having made due and careful inquiry, do not as of the date thereof or date furnished contain any untrue statements of a material fact or omit a material fact necessary to make the material statements contained herein or therein not misleading in light of the circumstances under which made, the Administrative Agent and the Lenders acknowledging that as to any projections furnished to the Administrative Agent and the Lenders, the Borrower only represents that the same were prepared on the basis of information and estimates that the Borrower believed to be reasonable at the time when made.

Section 7.6 Trademarks, Franchises, and Licenses.

• (i) Except as described on Schedule 7.6 hereto, to the knowledge of each Obligor, the Obligors own, possess, or have the right to use all necessary Intellectual Property material to conduct their businesses as now conducted, without known material infringement of any valid Intellectual Property of any other Person. All such Intellectual Property owned by any of the Obligors, including the name of the registered owner thereof, and a description of the nature of such rights is listed on Schedule 7.6 hereto.
• (ii) The Intellectual Property set forth in such Schedule 7.6, or otherwise owned or licenced by such Obligors, is sufficient to enable each of the Obligors and their respective Subsidiaries to carry on their respective businesses as they are currently conducted.
• (iii) Each of the Obligors has made available to the Administrative Agent all Material Contracts to which any of the Obligors is a party or by which any of them is bound in connection with the licensing, distribution or other exploitation of Intellectual Property owned by the Obligors or any of their respective Subsidiaries (excluding ordinary course third party computer software).
• (iv) There is no claim of any material infringement or breach of any Intellectual Property of any other Person by any of the Obligors and none of the Obligors has received any written notice that any of them is infringing upon or breaching any Intellectual Property rights of any other Person in any material respect. None of the Obligors is aware of any material infringement or violation of any of the Intellectual Property rights owned by any of the Obligors by any other Person.
• (v) In all circumstances where necessary to permit the exploitation of any material Intellectual Property owned by the Obligors, each of the Obligors has renewed or made applications for renewal within the applicable renewal periods for all of their respective material registered Intellectual Property.
• (vi) Each of the Obligors has employed reasonable measures to identify and protect the security and integrity of its Intellectual Property. All Intellectual Property created

or developed by or on behalf of any Obligor was created or developed by employees of such Obligor in the course of their employment, or by contractors or consultants under the provisions of written agreements that grant such Obligor all rights to material prepared under such agreements reasonably necessary for the exploitation of such rights.

Section 7.7 Governmental Authority, Licensing and Material Contracts.

The Obligors have received all material licenses, permits, and approvals of all federal, provincial, state, and local governmental authorities, if any, necessary to conduct their businesses. No investigation or proceeding which could reasonably be expected to result in revocation or denial of any material license, permit or approval is pending or, to the knowledge of any Obligor, threatened in writing. Attached hereto as Schedule 7.7 is a true and complete list of all Material Contracts in force on the date hereof. All such Material Contracts are valid and subsisting and in good standing in all material respects. None of the Obligors is in material default or breach of, in any respect, nor has any of the Obligors received any notice of default or termination under, any Material Contract.

Section 7.8 Good Title.

From and after the initial Borrowings hereunder, each Company has good and valid title (or valid leasehold interests) to their respective Property as reflected on the most recent consolidated balance sheet of the Borrower furnished to the Administrative Agent and the Lenders (except for assets sold or otherwise disposed of in the ordinary course of business, if sold or disposed of prior to the date hereof, or in compliance with this Agreement, if sold or disposed of after the date hereof), and in the case of the Obligors, subject to no Liens other than Permitted Liens.

Section 7.9 Litigation and Other Controversies.

Except as disclosed in Schedule 7.9 hereto, there is no litigation or governmental or arbitration proceeding or labour controversy pending, nor to the knowledge of any Obligor threatened, against any Obligor or any of their Property which could reasonably be expected to cause a Material Adverse Effect.

Section 7.10 Taxes.

Except with respect to sales Taxes applicable to ETC, all Tax returns required to be filed by any Company in any jurisdiction have, in fact, been filed, and all Taxes, assessments, fees, and other governmental charges upon any Company or upon any of its Property, income or franchises, which are shown to be due and payable in such returns, have been paid, except such Taxes, assessments, fees and governmental charges, if any, as have been determined in good faith as not being applicable or are being contested in good faith including, where necessary, by appropriate proceedings which prevent enforcement of the matter under contest and as to which, where deemed in good faith to be necessary, adequate reserves established in accordance with GAAP have been provided. Except as disclosed in Schedule 7.11 hereto, no additional Tax assessment has been proposed against any Company and to the knowledge of each Company no such additional tax assessment has been threatened in writing for which adequate provisions in accordance with GAAP have not been made on such Company's accounts.

Section 7.11 Approvals.

No authorization, consent, license or exemption from, or filing or registration with, any court or governmental department, agency or instrumentality, nor any approval or consent of any other Person, is or will be necessary for (i) the valid execution, delivery or performance by any Obligor of any Loan Document, or (ii) the entering into of the Target Acquisition by any Company; with the exception of (x) any filing, registration, approval or consent required under and specified in any Security and made on or before the date hereof and (y) any consent, authorization, filing or other act which has been made or obtained and is in full force and effect.

Section 7.12 Affiliate Transactions.

Except for Permitted Transactions with Affiliates, no Obligor is a party to any contracts or agreements with any of its Affiliates on terms and conditions which are less favourable to such Obligor than would be usual and customary in similar contracts or agreements between Persons not affiliated with each other.

Section 7.13 Pension Plans.

Except as disclosed in Schedule 7.13 hereto, no Obligor has established, sponsored, administered, maintained nor contributed or has any material liability or contingent liability to any Pension Plans or Multiemployer Plans. The Pension Plans, and to the knowledge of the Borrower or any Guarantor, any Multiemployer Plan to which the Borrower or Obligor contributes to or is obligated to contribute to that is created under a collective agreement or administered by a union, are, with the exception of a supplemental retirement plan for eligible employees and solely to the extent applicable: (i) duly registered under the Income Tax Act (Canada) and any other Applicable Law which require registration; and (ii) administered in accordance with the Income Tax Act (Canada) and/or such other Applicable Law, and in accordance with its terms, in all material respects. All material obligations of the Borrower and each Obligor (including fiduciary, funding, investment and administration obligations) required to be performed in connection with the Pension Plans and any Multiemployer Plans created under a collective agreement or administered by a union, and the funding agreements therefor have been performed on a timely basis in all material respects. There are no outstanding material disputes concerning the funded status or assets of the Pension Plans maintained, contributed to or administered by the Borrower or Obligor, and to the knowledge of the Borrower or Obligor, there are no outstanding material disputes concerning the funded status or assets of any other Pension Plan. No promises of benefit improvements under the Pension Plans maintained, contributed to or administered by the Borrower or Obligor, or any Employee Plans have been made except where such improvement could not reasonably be expected to have a Material Adverse Effect on the Borrower and the Obligors taken as a whole. All contributions or premiums required to be made or paid by the Borrower and each Obligor to the Pension Plans, Multiemployer Plans created under a collective agreement or administered by a union or any Employee Plans, or to the Pension Benefit Guaranty Corporation, have been made on a timely basis, in all material respects, in accordance with the terms of such plans and Applicable Law. The only material obligation of the Borrower or any Obligor in respect of (a) any Multiemployer Plan created under a collective agreement or administered by a union and (b) any Canadian Multi-Employer Plan is, in each case, to remit the contributions specified in the applicable collective agreement, trust agreement or similar document. No event Reportable Event has occurred or is expected to occur, and, to the knowledge of each Obligor, no other event has occurred or is expected to occur which: (a) could cause the Borrower, any Obligor, or any ERISA Affiliate to incur liability under ERISA Section 4062, 4063, or 4064 or any Lien under ERISA Section 4068 being imposed, (b) could result in withdrawal liability under ERISA Section 4201; or (c) give rise to liability under Section 4069 or Section 4212(c) of ERISA. There have been no improper material withdrawals or applications of the assets of the Pension Plans or of the assets of any Employee Plans maintained, contributed to or administered by the Borrower, Obligor, or any ERISA Affiliate. No Canadian Pension Plan is a Canadian Defined Benefit Plan.

Section 7.14 ERISA Representations.

No Borrower, and no other Obligor or any ERISA Affiliate is reasonably expected to be (a) an employee benefit plan subject to Title I of ERISA; (b) a plan or account subject to Section 4975 of the Code; (c) an entity deemed to hold "plan assets" of any such plans or accounts for purposes of ERISA or the Code; or (d) a "governmental plan" within the meaning of ERISA.

Section 7.15 Compliance with Laws.

(a) Except as described in Schedule 7.15 hereto, the Obligors are in material compliance with the requirements of all federal, provincial and local laws, rules and regulations applicable to or pertaining to their Premises or business operations.

(b) Except as described in Schedule 7.15 hereto, without limiting the representations and warranties set forth in Section 7.15(a) above, the Borrower represents and warrants that: (i) the Obligors, and the operations of the Obligors on each of the Premises, comply in all material respects with all applicable Environmental Laws; (ii) the Obligors have obtained all material governmental approvals required for their operations and each of the Premises by any applicable Environmental Law; (iii) the Obligors have not, and no Obligor has any knowledge of any other Person who has, caused any Release of any Hazardous Material at, on, about, or off any of the Premises or any other location at which the Obligors carry on operations in any material unpermitted quantity and, to the knowledge of each Obligor, none of the Premises are adversely affected by any Release of a Hazardous Material originating or emanating from any other property; (iv) none of he Premises contain any: (1) underground storage tanks operated by Obligors, (2) asbestos containing building material, (3) landfills or dumps, or (4) hazardous waste management units as defined pursuant to any Environmental Law, except, in each case, in compliance with applicable Environmental Laws; (v) the Obligors have not conducted Hazardous Material Activity at any of the Premises except in compliance with Environmental Laws, (vi) the Obligors have received no written notice that Obligors are liable for response or corrective action, natural resource damage or other liability pursuant to any Environmental Law; (vii) the Obligors are not subject to, have no written notice or knowledge of any Environmental Claim against any Obligor related to the Premises; and (viii) none of the Premises are subject to any, and the Borrower does not have any knowledge of any, imminent restriction on the ownership, occupancy, use or transferability of the Premises in connection with any (1) Environmental Law or (2) Release, threatened Release or disposal of a Hazardous Material.

Section 7.16 Insurance.

The Obligors have placed insurance, including without limitation, property, business interruption, errors and omissions, and liability insurance, in appropriate amounts and for appropriate risks as would be considered prudent for similar businesses. Attached hereto as Schedule 7.16 is a true and complete list of all insurance policies held by the Obligors including the following information in respect of each policy: name of insurer, type and amount of coverage, deductible limit (if applicable) and policy expiry date. The Borrower shall provide the Administrative Agent with an updated Schedule 7.16 from time to time as additional insurance policies are purchased or held by the Obligors from time to time. Upon receipt of such updated Schedule this Agreement shall (notwithstanding any other provision contained herein) be deemed to have been amended without any further action required by any party hereto.

Section 7.17 No Guarantees.

No Guarantees have been granted by any Obligor except for (i) Guarantees which comprise part of the Security; and (ii) Guarantees permitted under Section 6.1.

Section 7.18 Other Agreements.

No Obligor is in default under the terms of any covenant, indenture or agreement of or affecting such Person or any of its Property, which default if uncured, could reasonably be expected to have a Material Adverse Effect.

Section 7.19 Solvency.

The Obligors on a consolidated "going concern" basis are Solvent, able to pay their debts as they become due, and have sufficient capital to carry on their business and all businesses in which they are about to engage.

Section 7.20 No Broker Fees.

Except as disclosed in Schedule 7.20 hereto, no broker's or finder's fee or commission will be due and payable by any Obligor with respect hereto or to any of the transactions contemplated thereby as a result of any actions by any Obligor; and each Obligor hereby agrees to indemnify the Administrative Agent and the Lenders against, and agree that they will hold the Administrative Agent and the Lenders harmless from, any claim, demand, or liability for any such broker's or finder's fees alleged to have been incurred in connection herewith or therewith and any expenses (including reasonable legal fees) arising in connection with any such claim, demand, or liability.

Section 7.21 No Default.

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

Section 7.22 Third-Party Benefit.

None of the Loans under this Agreement and none of the other services and products to be provided by the Lenders pursuant to this Agreement will be used by, on behalf of or for the benefit of any person other than the Obligors.

Section 7.23 No Undisclosed Liabilities.

Other than as listed in Schedule 7.24, No Obligor has any liabilities (including any environmental liabilities) of any kind whatsoever, other than:

(a) liabilities disclosed on, reflected in or provided for in its financial statements provided to the Lenders;

(b) liabilities incurred in the ordinary course of business since the date of such financial statements; and

(c) liabilities disclosed or referred to in this Agreement, including as listed in Schedule 7.23.

Section 7.24 Certain Events.

No event has occurred since December 31, 2020 which has caused or could reasonably be expected to cause a Material Adverse Effect.

Section 7.25 Labour Matters.

Schedule 7.25 contains a list of all labour agreements to which any of the Obligors is a party. Except as disclosed in Schedule 7.25, none of the Obligors is, a party to any collective bargaining agreement nor subject to any application for certification or threatened or apparent union-organizing campaigns for employees not covered under a collective bargaining agreement nor are there any current, pending or, to the knowledge of any of the Obligors, threatened strikes, lockouts or other disputes with respect to any of the Obligors or any charge of unfair labour practice (other than routine individual grievances).

Section 7.26 Margin Regulations; Investment Company Act, Patriot ActNo Company is engaged nor will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the United States Federal Reserve Board (the "FRB")), or extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Loans or drawings under any Letter of Credit will be used for any purpose that violates any Regulation issued by the FRB.

(b) No Company is or is required to be registered as an "investment company", or a company "controlled" by an "investment company", under the Investment Company Act of 1940, as amended.

(c) No Company or any of their Subsidiaries is in violation of any laws relating to terrorism or money laundering (i) the Trading with the Enemy Act and each of the foreign assets control regulations of the U.S. Treasury Department (31 CFR, Subtitle B, Chapter V) and any other enabling legislation or executive order relating thereto, (ii) the Patriot Act, (iii) the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and (iv) Part II.1 of the Criminal Code (Canada), the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (Canada), the Special Economic Measures Act (Canada) and the Freezing Assets of Corrupt Foreign Officials Act (Canada).

(d) No part of the proceeds of the Loans has been or will knowingly be used in any manner which represents a violation or breach of the preceding clause or 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, on order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-corruption laws (including Executive Order No. 13224 on Terrorist Financing, effective September 23, 2001, the Patriot Act and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada)) and the use of the proceeds of the Loans and each Letter of Credit will not violate the Trading with the Enemy Act, as amended or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R. Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.

(e) The Borrower is not, nor to the knowledge of the Borrower, is any director, officer, agent, employee, affiliate or other person acting on behalf of the Borrower or any of its subsidiaries aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any applicable anti-bribery law, including but not limited to, the United Kingdom Bribery Act 2010 (the "UK Bribery Act") and the U.S. Foreign Corrupt Practices Act of 1977 (the "FCPA"). Furthermore, the Borrower and, to the knowledge of the Borrower, its affiliates have conducted their businesses in compliance with the UK Bribery Act, the FCPA and similar laws, rules or regulations and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

Section 7.27 Anti-Terrorism Laws; Sanctions

(a) Each Obligor represents and warrants to the Administrative Agent and the Lenders in respect of itself and for and on behalf of each Company that it is not, and to the best of its knowledge after due inquiry, none of its Affiliates, is in violation of any Applicable Law relating to the prevention of terrorism or money laundering.

(b) No Obligor will directly or, to its knowledge or the knowledge of any of its Subsidiaries, indirectly, use any Loan or the proceeds thereof or therefrom, or lend, contribute or otherwise make available any Loan or the proceeds thereof or therefrom to any Sanctioned Person, to fund, finance or facilitate any activities of or business with any Sanctioned Person or in any Sanctioned Country in violation of Sanctions, or in any other manner that will result in a violation by any Person (including any Person participating in the transaction) of Sanctions.

(c) No Obligor, any of its respective Subsidiaries or, to the knowledge of the Borrower or each such Subsidiary, any of its respective directors, officers, employees or agents, is an individual or entity that is, or is owned or controlled by any individual or entity that is, (i) currently the subject or target of any Sanctions, (ii) is a Sanctioned Person, or (iii) located, organized or resident in a Sanctioned Country. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with applicable Sanctions.

Section 7.28 Representations and Warranties (as applicable to Target Group Members).

Immediately upon completion of the Target Acquisition, each of the Target Group Members shall be and shall be deemed to be a Subsidiary for all purposes of this Agreement. Without limiting the generality of the foregoing, the Borrower confirms and agrees that all representations and warranties contained in Article 7 shall be applicable to each of the Target Group Members at all times commencing upon completion of the Target Acquisition and for all purposes of this Agreement.

Section 7.29 Survival of Representations and Warranties.

Each Obligor acknowledges that the Administrative Agent and the Lenders shall rely upon the representations and warranties contained herein or in any other Loan Document or in certificates given pursuant hereto or thereto in connection with the establishment and continuation of the Credits and also in connection with the entering into by any Lender of any Hedging Agreement with the Borrower. For greater certainty, each of the representations set out in Article 7 shall be true and correct in all material respects and shall be deemed to be given on the occurrence of the making of each Borrowing and the issuance of a Letter of Credit, in each case by reference to the facts and circumstances existing on the date of such Borrowing or issuance (except where expressly given as of a specified date, in which case the representations shall be true and correct in all material respects as of such date). Notwithstanding any investigations which may be made by the Administrative Agent or the Lenders, the said representations and warranties shall survive the execution and delivery of this Agreement until full and final payment and satisfaction of the Obligations.

ARTICLE 8 CONDITIONS PRECEDENT

The obligation of each Lender to advance, continue or convert any Loan shall be subject to the following conditions precedent:

Section 8.1 Conditions for Initial Credit Event.

The Lenders shall have no obligation to make the first advance hereunder until the following conditions shall have been performed and satisfied:

(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by (i) the Borrower and (ii) the Lenders;

(b) the Administrative Agent shall have received the Security duly executed by the Borrower and the Guarantors, as applicable, and confirmation that the Liens on the Collateral securing the Loans will be first priority Liens (subject to Permitted Liens) and are perfected (including, as applicable, the delivery of original stock certificates or other equity interests or securities together with the original stock powers for such stock or other equity interest executed in blank and undated) and the filing of financing statements and applicable registrations in all applicable jurisdictions against the Borrower and the Guarantors, in favour of the Administrative Agent, as secured party, it being hereby acknowledged that certain of the Security will only be delivered pursuant to escrow condition which is directly connected to closing of the Target Acquisition;

(c) the Administrative Agent shall have received officer's certificates certified in each instance by its Secretary, Assistant Secretary, manager or other authorized officer in form and substance reasonably satisfactory to the Administrative Agent acting reasonably, in each case, attaching copies of each Obligor's organizational documents and any amendments thereto;

(d) the Administrative Agent shall have received for each Lender copies of resolutions of each Obligor's board of directors or managers (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the Persons authorized to execute such documents on each Obligor's behalf, all certified in each instance by its Secretary, Assistant Secretary, manager or other authorized officer;

(e) the Administrative Agent shall have received for each Lender copies of the certificates of status (or equivalent) for each Obligor from the relevant authority of its jurisdiction of incorporation or organization and of each jurisdiction in which it is qualified to do business,to the extent required to do business in such jurisdiction;

(f) the Administrative Agent shall have received for itself and for the Lenders the initial fees required as set forth in by Section 4.1 hereof (including, for greater certainty, those set out in the Fee Letter), together with its other fees and out-of-pocket expenses payable on the Closing Date;

(g) the Administrative Agent shall have received and be satisfied with the results of all company, real property, personal property, litigation, judgment, bankruptcy and execution searches conducted by its counsel with respect to each Obligor, evidencing the absence of Liens on its Property except as permitted by Section 9.2(b) hereof;

(h) the Administrative Agent shall have received for each Lender the favourable written opinions of counsel to the Obligors in Canada and the U.S., in form and substance reasonably satisfactory to the Administrative Agent;

(i) the Administrative Agent shall have received satisfactory evidence that each Obligor has obtained all required consents and approvals of all Persons including all requisite governmental authorities, to the execution, delivery and performance of this Agreement and the other Loan Documents, the Target Purchase Agreement and all other documents relating thereto, or an officer's certificate in form and substance reasonably satisfactory to the Administrative Agent affirming that no such consents or approvals are required;

(j) each of the representations and warranties of the Obligors set forth herein and in the other Loan Documents and the Target Purchase Agreement shall be and remain true and correct in all material respects as of said time;

(k) no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Credit Event;

(l) no event has occurred since December 31, 2020 and is continuing which has caused or could reasonably be expected to cause a Material Adverse Effect;

(m) neither the Administrative Agent nor any Lender shall have received any order or demand in respect of the Borrower under Section 224(1.1) of the Income Tax Act (Canada) or any similar provincial, or state Applicable Law;

(n) the Administrative Agent shall have received all required subordination agreements, in form and substance reasonably satisfactory to the Administrative Agent, specifically including a subordination agreement from Quarterhill Inc. with respect to any Subordinated Debt;

(o) the Administrative Agent shall have received all information to enable it and each other Lender to comply with "Know Your Customer", "Anti-Money Laundering" (including the Patriot Act), and other compliance matters;

(p) if required by the Lenders, the Administrative Agent shall have received environmental reports in respect of all owned and leased real property which shall be reasonably satisfactory to the Lenders;

(q) the Lenders shall be satisfied in their discretion with the ownership, management, organizational and legal structure of the Borrower and its Subsidiaries;

(r) the Administrative Agent shall have received an updated organizational chart of the Borrower and each of its Subsidiaries;

(s) the Administrative Agent shall have received confirmation of satisfactory insurance coverage and the provision of certificates of insurance evidencing the Administrative Agent as first loss payee, additional insured and first mortgagee, as applicable;

(t) the Administrative Agent and the Lenders shall be satisfied with their due diligence in respect of the Companies and the Targets, specifically including:

• (i) the audited, consolidated, year-end financial statements of International Road Dynamics Inc. in respect of the Fiscal Years ending December 31, 2018, December 31, 2019 and December 31, 2020;
• (ii) the unaudited, consolidated interim financial statements of International Road Dynamics Inc. for the Fiscal Quarter ended June 30, 2021;
• (iii) the audited, consolidated, year-end financial statements of Electronic Transaction Consultants Corporation in respect of the Fiscal Year ending 2018;
• (iv) unaudited, consolidated interim financial statements of ETC Intermediate, LLC for the Fiscal Quarter ended June 30, 2021;
• (v) the unaudited, consolidated interim financial statements of ETC Intermediate, LLC for the Fiscal Year ended December 31, 2020;
• (vi) the financial projections in respect of the Companies (including the Targets) on a consolidated basis for the current Fiscal Year and the immediately following 5 Fiscal Years (broken down by quarter for the three Fiscal Years immediately following the Closing Date and on an annual basis thereafter), such financial projections shall include assumptions, the income statement, balance sheet and cash flow statement and projected Financial Covenant calculations; and
• (vii) all Material Contracts, including but not limited to the Target Purchase Agreement and key management retention contracts.

(u) the Administrative Agent and the Lenders shall have received a pro forma Compliance Certificate which shall confirm a Senior Leverage Ratio not greater than 3.00 to 1.0 as at the Closing Date.

(v) the Administrative Agent and the Lenders shall have received and be satisfied with the audited financial statements for the immediately preceding 2 Fiscal Years of ETC and the most recent unaudited interim financial statements for the immediately preceding Fiscal Quarter and shall be satisfied with all third party due diligence reports, including a Quality of Earnings Report in respect of ETC;

(w) the Lenders shall be satisfied that all existing debt or credit facilities other than Permitted Debt have been cancelled or repaid or that procedures have been put in place to have such Debt and all related Liens (other than Permitted Liens) discharged on the Closing Date;

(x) the Target Acquisition shall be closed in escrow without any amendment, waiver or modification of any material terms or conditions precedent thereunder (except as otherwise approved by the Administrative Agent) subject only to the release of funds hereunder in connection with the Initial Credit Event;

(y) the Administrative Agent shall have received a customary certificate from the chief financial officer of the Borrower in form and substance satisfactory to the Administrative Agent certifying as to the Solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the transactions contemplated to occur on the Closing Date (including the Target Acquisition); and

(z) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent and the Lenders may reasonably request.

Section 8.2 Conditions for All Credit Events under the Revolving Credit Facility.

At the time of each Credit Event under the Revolving Credit Facility, before or concurrently with such Credit Event:

(a) each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all material respects as of said time by reference to the facts and circumstances then existing, except to the extent the same expressly relate to an earlier date;

(b) no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Credit Event;

(c) no event shall have occurred since the Closing Date (or, if later, the date of the most recent audited financial statements delivered to the Administrative Agent and the Lenders) which has caused a Material Adverse Effect which is continuing or could reasonably be expected to cause a Material Adverse Effect; and

(d) the Borrower shall have given a Notice of Borrowing or a Notice of Continuation/Conversion, as applicable, to the Administrative Agent in accordance with the notice requirements provided herein.

ARTICLE 9 COVENANTS

Section 9.1 Positive Covenants.

The Borrower hereby covenants and agrees with the Administrative Agent and the Lenders that so long as this Agreement is in force it shall and shall cause each other Obligor to:

(a) Maintenance of Business. preserve and maintain its existence, except as otherwise provided in Section 9.2(e)(v) hereof. The Borrower shall, and shall cause each other Obligor to, preserve and keep in force and effect all material licenses, permits, franchises, approvals, patents, trademarks, trade names, trade styles, copyrights, and other proprietary rights necessary to the normal conduct of its business.

(b) Maintenance of Properties. maintain, preserve, and keep its property, plant, and equipment in good repair, working order and condition (ordinary wear and tear excepted), and shall from time to time make all necessary and proper repairs, renewals, replacements, additions, and improvements thereto so that at all times the efficiency thereof shall be fully preserved and maintained, except to the extent that, in the reasonable business judgment of such Person, any such Property is no longer necessary for the proper conduct of the business of such Person. Should any Obligor neglect or fail to maintain its property, plant or equipment as set forth above, or fail to make the necessary repairs following receipt of written notice by the Administrative Agent to that effect, or if any Property is left vacant or unoccupied for a minimum of thirty (30) consecutive days, the Administrative Agent may, without prejudice to its rights and recourses and upon prior written notice to the Obligors, enter the subject Property for the purpose of doing the work required or taking any appropriate or reasonable measures, the whole at the Borrower's expense

(c) Taxes, Rents and Assessments. except with respect to sales Taxes applicable to ETC, duly pay and discharge, all taxes, rents, rates, assessments, fees and governmental charges upon or against it or its Property, in each case before the same become delinquent and before penalties accrue thereon, unless and to the extent that the same are being contested in good faith and by appropriate proceedings that prevent enforcement of the matter under contest and adequate reserves established in accordance with GAAP are provided therefor.

(d) Insurance. insure and keep insured, with good and responsible insurance companies, all insurable Property owned by it which is of a character usually insured by Persons similarly situated and operating like Properties against loss or damage from such hazards and risks, and in such amounts, as are insured by Persons similarly situated and operating like Properties; and the Borrower shall insure, and shall cause each other Obligor to insure, such other hazards and risks (including, without limitation, business interruption, employers' and public liability risks) as and to the extent usually insured by Persons similarly situated and conducting similar businesses, all of which policies of insurance shall be in such amounts as are customary in the industry for similar businesses and properties, and shall, with respect to the Canadian Obligors only, include a standard mortgage clause approved by the Insurance Bureau of Canada; and the interest of the Administrative Agent shall be noted on such policies (except liability insurance policies) as first mortgagee and loss payee; and the Administrative Agent shall be named as an additional insured under such liability insurance policies. It shall, upon the request of the Administrative Agent, furnish to the Administrative Agent and the Lenders a certificate setting forth in summary form the nature and extent of the insurance maintained pursuant to this Section. The Borrower shall promptly notify the Administrative Agent of any loss or damage to any Collateral in an amount exceeding USD\$500,000. The Borrower shall provide the Administrative Agent with an updated Schedule 7.16 from time to time as additional insurance policies are purchased or held by the Obligors from time to time.

(e) Inspection: permit the Administrative Agent and each of its duly authorized representatives and agents to visit and inspect any of its Property, corporate books, and financial records, to examine and make copies of its books of accounts and other financial records, and to discuss its affairs, finances, and accounts with, and to be advised as to the same by, its officers, employees and independent public accountants (and by this provision the Borrower hereby authorizes such accountants to discuss with the Administrative Agent the finances and affairs of the Borrower and the other Obligor) at such reasonable times and intervals during normal business hours as the Administrative Agent may designate and, so long as no Default or Event of Default exists, with reasonable prior notice to the Borrower.

(f) Pension Plan Compliance: promptly pay and discharge all obligations and liabilities arising under any applicable Pension Plan of a character which if unpaid or unperformed would reasonably be expected to result in the imposition of a Lien against any of its Property pursuant to Applicable Law. The Borrower shall, and shall cause each Obligor to refrain from taking any action to commence, or assume an obligation to commence to sponsor, administer or contribute to any Canadian Multi-Employer Plan or Canadian Defined Benefit Plan. The Borrower shall, and shall cause each other Obligor to, promptly notify the Administrative Agent and each Lender of: (a) the occurrence of any Reportable Event, (b) the termination of any Pension Plan, (c) receipt of any notice from the PBGC or any other applicable Governmental Authority of its intention to seek termination of any U.S. Pension Plan or appointment of a trustee therefor, (d) the (i) withdrawal by the Borrower, any other Obligor or any member of the Controlled Group from any U.S. Pension Plan with two or more contributing sponsors, (ii) the termination of any such U.S .Pension Plan resulting in liability pursuant to Sections 4062, 4063 or 4064 of ERISA, or (iii) the withdrawal of the Borrower, any other Obligor or any member of the Controlled Group in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan, and (e) any U.S. Pension Plan becoming "at risk" within the meaning of Section 430 of the Code.

• (g) Compliance with Laws:
• (i) comply in all material respects with the requirements of all Applicable Laws applicable to or pertaining to its Property or business operations.

(ii) without limiting the agreements set forth in Section 9.1(g)(i) above, it shall at all times, do the following: (i) comply in all material respects with, and conduct its operations at each of the Premises in compliance in all material respects with, all applicable Environmental Laws; (ii) use commercially reasonable efforts to require that each tenant and subtenant, if any, of any of the Premises or any part thereof comply in all material respects with all applicable Environmental Laws; (iii) obtain and maintain in full force and effect and comply with the terms of all material governmental approvals required by any applicable Environmental Law for the operations conducted by the Borrower or any of the other Obligors at each of the Premises; (iv) address any violation by it at any of the Premises of applicable Environmental Laws to the extent required to comply with such Environmental Laws; (v) not operate or authorize the operation of any of the following at the Premises (1) unpermitted landfill or dump or (2) unpermitted hazardous waste management facility or solid waste disposal facility as defined pursuant to any Environmental Law; (vi) not manufacture, use, generate, transport, treat, store, Release, dispose or handle any Hazardous Material at any of the Premises except in the ordinary course of its business and in compliance in all material respects with Environmental Law; (vii) abide by and observe any restrictions on the use of the Premises imposed by any Governmental Authority as set forth in a deed or other instrument duly recorded on the Premises or otherwise affecting the Obligor's interest therein; (viii) promptly provide or otherwise make available to the Administrative Agent any reasonably requested environmental assessment report or other environmental non-privileged record concerning the Premises which the Borrower or any other Obligor possesses; and (ix) perform, satisfy, and implement any operation or maintenance actions required by any applicable Environmental Law, or included in any order issued by any Governmental Authority under any Environmental Law, provided however, it shall not be required to perform, satisfy or implement any operation or maintenance actions required by any order issued pursuant to applicable Environmental Law to the extent that such order is capable of appeal and it is appealing such order. In such cases, it shall, upon written request by the Administrative Agent, provide to the Administrative Agent all information as may be reasonably requested by the Administrative Agent from time to time in connection with the status of such appeal.

(h) Material Contracts: at all times comply with, adhere to and maintain, the material terms and conditions of each of the Material Contracts; provided that, if any Material Contract expires or is terminated in the ordinary course of business (other than a result of a breach thereunder) and the failure to replace such Material Contract would be reasonably likely to have a Material Adverse Effect, the Obligors shall have one hundred and eighty (180) days to replace such Material Contract, or such longer time as is reasonable and necessary to replace such Material Contract in the discretion of the Administrative Agent; and the applicable Obligor keeps the Administrative Agent apprised of its efforts in so doing.

(i) Preservation of Corporate Existence: Except as otherwise permitted hereunder and except as contemplated in respect of the U.S. Corporate Restructurings, maintain its corporate existence, preserve its rights, powers, permits, licences, privileges, franchises and goodwill, and exercise any rights of renewal or extensions of any leases, licences, concessions, franchises or any other rights whatsoever, in each case, which are necessary or material to the conduct of its business; and not materially change the nature of its business.

(j) Transactions With Related Persons: Except for Permitted Transactions with Affiliates, conduct all transactions with Related Parties, to the extent permitted by the terms of the Loan Documents, on terms that are fair and reasonable and no less favourable to it than it would obtain in any comparable arm's length transaction with a Person that is not a Related Party.

(k) Notification of Certain Events: furnish to the Administrative Agent promptly after knowledge thereof shall have come to the attention of any responsible officer of the Borrower a certificate signed by one of its officers, without personal liability specifying (i) any material amendment to any of its articles of incorporation or other charter documents and by-laws; (ii) that it has received or given a written notice of termination of any one or more of the Material Contracts (whether for breach of any such agreement, insolvency of any of the parties thereto or otherwise) and provide a copy of such notice to the Administrative Agent; (iii) the occurrence of any event which could reasonably be expected to result in a Material Adverse Effect; (iv) the occurrence of a Default or Event of Default; (v) any threatened (in writing) or pending litigation, claim or proceeding or any governmental, regulatory or arbitration proceeding or labour controversy or fine, penalty or other similar monetary obligation against or imposed upon the Borrower or any Obligor or any of their respective Property which involve, in the aggregate, an amount in excess of USD\$1,000,000; or (vi) any judgment or order in respect of which it is obligated to pay an amount in excess of USD\$1,000,000.

(l) Formation of Subsidiaries: promptly upon the formation or Acquisition of any Material Subsidiary or upon any other Subsidiary becoming a Material Subsidiary, provide the Administrative Agent and the Lenders notice thereof and timely comply with the requirements of Article 6 (at which time Schedule 7.1 shall be deemed amended to include reference to such Subsidiary). Upon receipt of such updated Schedule this Agreement shall (notwithstanding any other provision contained herein) be deemed to have been amended without any further action required by any party hereto.

(m) Change in Location of Assets: promptly notify the Administrative Agent of any owned real property, additional leased locations or other location at which any property or assets with a fair market value in excess of USD\$500,000 owned by any Obligor is located which are not listed on Schedule 7.3 hereto as of the Closing Date, and shall promptly provide to the Administrative Agent an updated Schedule 7.3. Upon receipt of such updated Schedule this Agreement shall (notwithstanding any other provision contained herein) be deemed to have been amended without any further action required by any party hereto.

(n) Changes to Subsidiaries: promptly notify the Administrative Agent of any change to the jurisdiction of location of any Obligor's chief executive office or principal office, name, form or jurisdiction of organization, or any other change to Schedule 7.1, and upon the occurrence of any such change shall promptly provide to the Administrative Agent an updated Schedule 7.1. Upon receipt of such updated Schedule this Agreement shall (notwithstanding any other provision contained herein) be deemed to have been amended without any further action required by any party hereto.

(o) Collateral: (i) defend the Collateral against the claims and demands of all other parties, including, without limitation, defenses, setoffs, claims and counterclaims asserted by any account debtor against the Borrower or other Obligor, as applicable, the Administrative Agent, or any Lender, except as permitted hereunder, (ii) not use any of the Collateral in violation of any policy insuring the Collateral, and (iii) at the Administrative Agent's request, mark any and all of its books and records to indicate the security interest granted by the Collateral Documents.

(p) Material Subsidiaries/Ring-Fence Test: ensure that (a) the value of the Assets of the Borrower (on an unconsolidated basis), in respect of which the Administrative Agent has a first priority Lien (other than Permitted Liens), together with the value of the Assets of each of the other Obligors, in respect of which the Administrative Agent has a first priority Lien (other than Permitted Liens), comprise, in the aggregate, at least 90% of the consolidated Assets of the Borrower (including the Excluded Subsidiaries) (b) the revenue of the Borrower (on an unconsolidated basis) together with the revenue of each other Obligor accounts for, in the aggregate, at least 90% of the consolidated revenue of the Borrower (including the Excluded Subsidiaries); and (c) the EBITDA of the Borrower (on an unconsolidated basis) together with the EBITDA of each of other Obligor accounts for, in the aggregate, at least 90% of the consolidated EBITDA of the Borrower (including the Excluded Subsidiaries).

(q) Prompt Payment: pay all principal, interest and other amounts payable by it to the Administrative Agent and the Lenders pursuant to this Agreement and the Collateral Documents promptly when due.

(r) Payment of Obligations: pay its obligations, including Tax liabilities (except Tax liabilities of ETC arising in connection with sales Taxes), except where (i) the validity or amount thereof is being contested in good faith by appropriate proceedings, (ii) the Borrower or such Company has set aside on its books adequate reserves with respect thereto in accordance with GAAP, and (iii) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

(s) Springing Covenants. At the request of the Administrative Agent at any time following the occurrence of a Default or an Event of Default which is continuing:

• (i) (A) immediately upon request, provide the Administrative Agent with copies of all Material Contracts, (B) immediately upon request, execute and deliver such Collateral Documents and do such acts and things as the Administrative Agent may request in order to provide for or perfect or protect a Lien on such Material Contracts and deliver to the Administrative Agent, at the Borrower's cost and expense, such other instruments, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith, and (C) use commercially reasonable efforts to forthwith obtain any and all third party consents required by the Administrative Agent in connection with such Collateral Documents; and
• (ii) (A) immediately upon request, provide the Administrative Agent with an updated Schedule 7.6; and (B) forthwith register the Administrative Agent's Lien against such additional Intellectual Property, if any, set out in the updated Schedule 7.6 as determined by the Administrative Agent in the intellectual property offices (including, without limitation, the Canadian Intellectual Property Office and the United States Patent and Trademark Office) in each jurisdiction determined by the Administrative Agent. Upon receipt of such updated Schedule this Agreement shall (notwithstanding any other provision contained herein) be deemed to have been amended without any further action required by any party hereto.

(t) Use of Proceeds. The Borrower shall use the proceeds of the Credits for the purposes set out in Sections 2.1(b), and 2.2(b).

(u) Further Assurances: provide the Administrative Agent with such further information, financial data, documentation and other assurances as it may reasonably require from time to time in order to ensure ongoing compliance with the terms of this Agreement.

Section 9.2 Negative Covenants.

The Borrower hereby covenants and agrees for itself and each other Obligor with the Administrative Agent and the Lenders that so long as this Agreement is in force:

(a) Debt and Guarantees: it shall not (and it shall ensure each Company does not) issue, incur, assume, create or have outstanding any Debt or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person, or otherwise agree to provide funds or financial assistance for payment of the obligations of another, or supply funds thereto or invest therein or otherwise assure a creditor of another against loss, or apply for or become liable to the issuer of a Letter of Credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall neither restrict nor operate to prevent:

(i) the Obligations of the Obligors owing to the Administrative Agent and the Lenders (and their Affiliates hereunder or in connection herewith);

• (ii) Capital Lease Obligations and/or Debt incurred in connection with the acquisition of fixed assets (including equipment), in an aggregate amount not to exceed USD\$500,000;
• (iii) Debt incurred as a result of intercompany advances permitted by Section 8.1;
• (iv) the Subordinated Debt;
• (v) Debt between Obligors;
• (vi) Guarantees by any Obligor of obligations of any other Obligor (other than Subordinated Debt unless expressly permitted under any subordination and postponement agreement, if any, delivered in connection therewith), in each case to the extent such obligations are not prohibited by the terms hereof;
• (vii) any obligations of the Obligors under Performance Bonds (specifically including Guarantees in respect of Performance Bonds);
• (viii) Debt outstanding on the Closing Date and listed on Schedule 9.2(a), provided that the aggregate principal amount of such Debt does not exceed Five Million US Dollars (USD\$5,000,000); and
• (ix) any other Debt consented to in writing by the Required Lenders.

(b) Liens: It shall not (and it shall ensure that each other Company does not) create, incur or permit to exist any Lien of any kind on any Property owned by any such Person; provided, however, that the foregoing shall not apply to nor operate to prevent:

• (i) Liens arising by statute in connection with worker's compensation, employment insurance, old age benefits, social security obligations, Taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts or leases to which the Borrower or any other Company is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor in accordance with GAAP;
• (ii) mechanics', workmen's, materialmen's, landlords', carriers' or other similar Liens with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
• (iii) any interest or title of a lessor or licensor under any operating lease or license;
• (iv) customary rights of setoff, revocation, refund or chargeback under deposit agreements with banks or other financial institutions where the Borrower or any other Company maintains deposits in the ordinary course of business;

• (v) Liens in respect of Debt permitted by Section 9.2(a)(ii); provided that such Liens are limited to the assets subject to the Capital Lease or the fixed assets so acquired;

• (vi) Liens arising out of judgments or awards with respect to which an appeal or other proceeding for review is being prosecuted (and as to which any foreclosure or other enforcement proceeding shall have been effectively stayed);

• (vii) the reservation in any original grants from the Crown of any land or interest therein and statutory exceptions to title;
• (viii) minor survey exceptions, minor encumbrances, minor title defects or irregularities, easements or reservations of or rights of others for rights of way, sewers, electric lines, public roads and highways, telegraph and telephone lines and other similar purposes, or by-law, regulation, zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of the Person which incurred them or the ownership of its properties and which do not in the aggregate materially detract from the value of such properties or materially impair their use in the operation of the business of such Person;
• (ix) securities to public utilities or to any Governmental Authority when required by the utility or other authority in connection with the supply of services or utilities to the Borrower or its Subsidiaries;
• (x) undetermined or inchoate Liens, arising or potentially arising under statutory provisions which have not at the time been filed or registered in accordance with Applicable Law or of which written notice has not been duly given in accordance with Applicable Law or which, although filed or registered, relate to obligations not due or delinquent;
• (xi) servicing agreements, developing agreements, site plan agreements and other agreements with Governmental Authority pertaining to the use or development of any of the assets of the Person, provided same are complied with in all material respects and do not materially reduce the value of the assets of the Person or materially interfere with the use of such assets in the operation of the business of such Person;
• (xii) the right reserved to or vested in any Governmental Authority by any statutory provision or by the terms of any lease, licence, franchise, grant or permit of the Person, to terminate any such lease, licence, franchise, grant or permit, or to require annual or other payments as a condition to the continuance thereof;
• (xiii) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of combination of accounts or similar rights in the ordinary course of conducting day-to-day banking business in relation to deposit accounts or other funds maintained with a creditor depository institution;
• (xiv) Liens arising from the right of distress enjoyed by landlords or Liens otherwise granted to landlords, in either case, to secure the payment of arrears of rent in respect of leased properties;
• (xv) Liens granted in favour of the Administrative Agent pursuant to the Collateral Documents; and
• (xvi) any other Liens consented to in writing by the Required Lenders.

Notwithstanding anything to the contrary contained in this Agreement or any Collateral Document (including any provision for, reference to, or acknowledgement of, any Lien), nothing herein and no approval by the Administrative Agent or the Lenders of any Lien (whether such approval is oral or in writing) shall be construed as or deemed to constitute a subordination by the Administrative Agent or the Lenders of any security interest or other right, interest or Lien in or to the Collateral or any part thereof in favour of any Lien or any holder of any Lien.

(c) Investments, Loans and Advances: It shall not (and it shall ensure that each other Company does not) directly or indirectly, make, retain or have outstanding any Investments (whether through purchase of stock or obligations or otherwise) in, or loans or advances to (other than for travel advances and other similar cash advances made to employees in the ordinary course of business), any other Person; provided, however, that the foregoing shall not apply to nor operate to prevent:

• (i) Investments in direct obligations of Canada, any Province thereof, the United States of America or of any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the relevant government, provided that any such obligations shall mature within one year of the date of issuance thereof;
• (ii) Investments in certificates of deposit issued by any Lender or by any commercial bank in Canada or the United States of America having capital and surplus of not less than \$500,000,000 and a minimum rating at all times during the investment of A+ or better by S&P or A1 or better by Moody's which have a maturity of one year or less;
• (iii) an Obligor's Investments from time to time in any other Obligor;
• (iv) Investments in existence on the Closing Date and set forth on Schedule 9.2(c) hereof;
• (v) intercompany advances made from time to time by any Obligor to another Obligor;
• (vi) extensions of trade credit made in the ordinary course of business;
• (vii) prepaid expenses or deposits made in the ordinary course of business;
• (viii) any Hedging Agreement permitted under this Agreement; and
• (ix) any other Investments consented to in writing by the Required Lenders.

In determining the amount of Investments permitted under this Section, investments shall always be taken at the original cost thereof (regardless of any subsequent appreciation or depreciation therein) net of any cash distributions in respect thereof, and loans and advances shall be taken at the principal amount thereof then remaining unpaid.

(d) Acquisitions: It shall not (and it shall ensure that each other Obligor does not) directly or indirectly, make any Acquisition or make any purchase of assets out of the ordinary course of business other than (i) the Target Acquisition; and (ii) Permitted Acquisitions or other Investments permitted under Section 9.2(c). In determining the amount of Acquisitions permitted under this Section, Acquisitions shall always be taken at the original cost thereof (regardless of any subsequent appreciation or depreciation therein).

(e) Amalgamations, Consolidations and Sales: Except with the consent of the Administrative Agent and the Required Lenders, it shall not be a party to (and it shall ensure no other Company is a party to) any amalgamation, merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any Disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that so long as no Default or Event of Default exists (except with respect to clauses (e), (ii) and (iii) below), this Section shall not apply to nor operate to prevent:

• (i) the sale of inventory in the ordinary course of business;
• (ii) the sale, transfer, lease or other disposition of Property of the Obligors to one another;
• (iii) the sale, transfer or other disposition of any tangible Asset that, in the reasonable business judgment of the Borrower or any other Obligor, has become obsolete or worn out, and which is disposed of in the ordinary course of business;
• (iv) the sale, transfer or other disposition of any tangible Asset in one or a series of transactions that does not individually or in the aggregate exceed USD\$500,000 in any Fiscal Year, provided however that, no Obligor is permitted to sell, dispose, or transfer, in the ordinary course or otherwise, any Intellectual Property that is material to the business without the prior written consent of the Required Lenders;
• (v) the amalgamation of any Obligor with and into the Borrower or any other Obligor, provided that in the case of (A) any amalgamation involving the Borrower, such Borrower is the entity surviving the amalgamation, or (B) any dissolution of an Obligor (other than the Borrower) in connection with any transfer by such Obligor of all or substantially all of its assets to the Borrower or any other Obligor, the entities referenced therein are dissolved or merged; and
• (vi) the U.S. Corporate Restructuring.

Promptly upon the amalgamation, dissolution or disposition of any Obligor permitted by this Section 9.2(e), the Borrower shall provide the Administrative Agent and the Lenders notice thereof (at which time Schedule 7.1 shall be deemed amended to reflect such amalgamation, dissolution or Disposition).

(f) Maintenance of Subsidiaries: It shall not (and it shall ensure each Company does not) issue, assign, sell or transfer any shares of capital stock or other equity interests of an Company; provided, however, that the foregoing shall not operate to prevent (a) Liens on the capital stock or other equity interests of Subsidiaries granted to the Administrative Agent pursuant to the Collateral Documents or otherwise permitted by Section 9.2(b) hereof, (b) any transaction permitted by Section 9.2(e)(v) above or (c) any Permitted Equity Issuance.

(g) Distributions: It shall not (and it shall ensure each Company does not) make, declare or pay any Distribution, unless (A) both before and immediately after the making of such Distribution no Default or Event of Default has occurred or would occur as a result of such Distribution, (B) the Borrower is in compliance with each of the Financial Covenants as of the last completed Fiscal Quarter, (C) the Borrower will remain in pro forma compliance with the Financial Covenants (as if such Distribution had been made) and (D) after giving effect to the Distribution, the Senior Leverage Ratio would be equal to or less than 2.50 to 1.00.

(h) Burdensome Contracts with Affiliates: It shall not enter (and it shall ensure each Obligor does not) into any contract, agreement or business arrangement with any of its Affiliates (other than with the Borrower or any other Obligor), except for (i) the contracts, agreements and arrangements described on Schedule 9.2(h) hereto, (ii) transactions permitted by Section 9.2(c), Section 9.2(d) and Section 9.2(g) of this Agreement, (iii) the payment of reasonable compensation and benefits to officers, (iv) the payment of customary fees to outside directors, (v) customary indemnification arrangements with directors and officers, (vi) the reimbursement of officers, directors and employees for expenses in the ordinary course of business and (vii) contracts, agreements or other business arrangements on terms and conditions which are no less favourable to the Borrower or such other Obligor than would be usual and customary in similar contracts, agreements or business arrangements between Persons not affiliated with each other (collectively, "Permitted Transactions with Affiliates").

(i) No Changes in Fiscal Year: It shall not (and it shall ensure each Obligor does not) change its Fiscal Year from its present basis without the prior written consent of the Administrative Agent, not to be unreasonably withheld or delayed.

(j) Change in the Nature of Business: It shall not (and it shall ensure each Obligor does not) engage in any business or activity except an Eligible Line of Business without the prior written consent of the Administrative Agent, not to be unreasonably withheld.

(k) Limitation on Hedging Agreements: It shall not (and it shall ensure each Obligor does not) enter into any Hedging Agreement with any Persons except Hedging Agreements entered into hereunder (x) to hedge or mitigate risks to which the Borrower or any other Obligor has actual exposure, and (y) for the purpose of hedging or mitigating against the risk of fluctuating currencies, provided in each case that:

• (i) such Hedging Agreement was not entered into for speculative purposes;
• (ii) any Hedging Agreement entered into in connection with the management of currency risk shall not have a maturity later than the earlier of the Maturity Date and twelve (12) months from the entering into of such Hedging Agreement;
• (iii) any Hedging Agreement entered into in connection with the management of interest rate risk shall not have a maturity later than the lesser of the Maturity Date and twelve (12) months from entering into of such Hedging Agreement; and
• (iv) the Obligors shall not enter into Hedging Agreements in connection with the management of interest rate risk in an aggregate notional principal amount exceeding USD\$50,000,000.

(l) Canadian Pension Plans: It shall not (i) terminate any Canadian Defined Benefit Plan in a manner, which could reasonably be expected to result in any material liability of the Borrower in excess of USD\$500,000, (ii) fail to make full payment on a timely basis of all contributions which, under the provisions of any Canadian Pension Plan, or any Canadian Multi-Employer Plan and pursuant to any requirement of Applicable Law, it is required to pay as contributions thereto or (iii) where such acquisition could reasonably be expected to result in a Material Adverse Effect, acquire an interest in any Person, without the prior written consent of the Administrative Agent (such consent not to be unduly delayed or arbitrarily withheld), if such Person sponsors, maintains or contributes to a Canadian Defined Benefit Plan. It shall not establish, sponsor, administer, maintain or contribute to any Canadian Defined Benefit Plan, without the prior written consent of the Administrative Agent (such consent not to be arbitrarily delayed or unreasonably withheld).

(m) Subordinated Debt. The Borrower shall ensure that Subordinated Debt is not amended in any manner that could reasonably be expected to be adverse to the Lenders (including for greater certainty, any increase (in amount or frequency) in principal, fees or interest rates, or any acceleration to amortization or maturity) other than with the consent of all of the Lenders or as expressly permitted in any subordination and postponement agreement, if any, relating to such Subordinated Debt.

(n) Anti-Corruption Laws and Sanctions. The Borrower will not request any Borrowing, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, Canada, United Kingdom or in a European Union member state, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

(o) U.S. Bank Accounts. Other than the Pledged Accounts (as defined in the Bank Accounts Pledge Agreement or any replacement thereof), the Obligors shall not maintain any depository, operating or investment accounts or any other bank accounts in the U.S.

Section 9.3 Financial Reports.

The Borrower shall, and shall cause each Obligor to, maintain a standard system of accounting in accordance with GAAP and shall furnish to the Administrative Agent, each Lender and each of their duly authorized representatives such information respecting the business and financial condition of the Borrower and each other Obligor as the Administrative Agent or such Lender may reasonably request; and without any request, shall furnish to the Administrative Agent and the Lenders:

(a) as soon as available, and in any event no later than 45 days after the last day of each of its Fiscal Quarters (commencing with the Fiscal Quarter ending September 30,2021), a copy of the unaudited consolidated financial statements of the Borrower for such Fiscal Quarter and for the Fiscal Year to date period then ended, in reasonable detail showing in comparative form the figures for the corresponding date and periods in the previous Fiscal Year, together with (i) a written certificate in substantially the form attached hereto as Exhibit C or otherwise satisfactory to the Administrative Agent, signed on behalf of the Borrower by the chief financial officer of the Borrower or another officer of the Borrower reasonably acceptable to the Administrative Agent (a "Compliance Certificate") to the effect that after making due enquiry, the Obligors are in compliance with all covenants under this Agreement (the Compliance Certificate shall also include as an exhibit all calculations necessary to support such statements in respect of Section 9.4 hereof), that all representations and warranties are true and correct as of the date of such Compliance Certificate (except where a representation or warranty is expressly given as of a specified date), and that no Default or Event of Default has occurred during the period covered by such statements or, if any such Default or Event of Default has occurred during such period, setting forth a description of such Default or Event of Default and specifying the action, if any, taken by the Borrower or any other Obligor to remedy the same, and (ii) management discussion and analysis for such period, prepared by the Borrower and certified to by its chief financial officer or another officer of the Borrower acceptable to the Administrative Agent;

(b) as soon as available, and in any event no later than 120 days after the last day of each Fiscal Year, a copy of the consolidated audited financial statements of the Borrower for such Fiscal Year, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous Fiscal Year accompanied by an unqualified opinion (as to scope of audit and going concern) of a firm of independent public accountants of recognized national standing, selected by the Borrower to the effect that the financial statements have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition of the Borrower on a consolidated basis as of the close of such Fiscal Year and the results of the consolidated operations and cash flows of the Borrower for such Fiscal Year, together with (i) a Compliance Certificate (which shall include a Senior Leverage Ratio calculation for the purpose of calculating the Free Cash Flow), (ii) a management letter which describes any material variances in actual financial results in comparison to the prior Fiscal Year and annual operating budget, and (iii) management discussion and analysis for such period, prepared by the Borrower and certified to by its chief financial officer or another officer of the Borrower acceptable to the Administrative Agent;

(c) as soon as available, and in any event no later than 120 days after the last day of each Fiscal Year, a copy of the Borrower's consolidated financial forecast and operating budget for the following Fiscal Year, such financial forecast to show the financial projections including income statement, balance sheet, cash flow statement, Capital Expenditures budget, operating budget, management discussion and analysis and Financial Covenant calculations, broken down by Fiscal Quarter, all in reasonable detail prepared by the Borrower and in form reasonably satisfactory to the Administrative Agent (which shall include a summary of all assumptions made in preparing such financial forecast);

(d) as soon as available and in any event within 120 days after the last day of each of its Fiscal Years, if any of the information disclosed in the Schedules attached hereto is no longer accurate, an officer's certificate of the Borrower attaching copies of all applicable revised Schedules required to ensure that such information remains accurate as of the last day of such Fiscal Year; it being agreed that any such revised Schedule delivered pursuant to this clause (f) shall be deemed to amend and restate such Schedule attached hereto for all purposes of this Agreement;

(e) promptly upon the occurrence thereof, notice of any Change of Control;

(f) promptly following a reasonable request by the Administrative Agent, a copy of an updated organizational chart of the Borrower and each of its Subsidiaries (it shall be agreed that any request for an updated organizational chart in order to comply with Applicable Laws shall be deemed to be reasonable); and

(g) such other financial and operating statements and reports as the Administrative Agent or any Lender may reasonably request.

Section 9.4 Financial Covenants.

The Borrower hereby covenants and agrees with the Administrative Agent and the Lenders that so long as this Agreement is in force:

(a) Fixed Charge Coverage Ratio. The Borrower shall maintain, at all times, the Fixed Charge Coverage Ratio as determined on a consolidated, rolling four quarter basis in accordance with GAAP, for the four Fiscal Quarters then ended, of not less than 1.20 to 1.00.

(b) Senior Leverage Ratio. The Borrower shall maintain, at all times, the Senior Leverage Ratio as determined on a consolidated, rolling four quarter basis in accordance with GAAP, for the four Fiscal Quarters then ended, of not more than:

• (i) 3.50 to 1.00 as at the Closing Date and thereafter up to and including the Fiscal Quarter ending March 31, 2023; and
• (ii) 3.00 to 1.00 as at the Fiscal Quarter commencing April 1, 2023, and at all times thereafter (up to and including the Maturity Date).

Provided however, the Senior Leverage Ratio may increase by to for the two Fiscal Quarters immediately following a Permitted Acquisition if the aggregate purchase price in respect of such Acquisition was equal to or great than U.S. Dollars (USD\$ ).

ARTICLE 10 EVENTS OF DEFAULT AND REMEDIES

Section 10.1 Events of Default.

Any one or more of the following shall constitute an "Event of Default" hereunder:

(a) default in the payment when due of all or any part of the principal of or interest on any Loan (whether at the stated maturity thereof or at any other time provided for in this Agreement) or of any Reimbursement Obligation or of any fee or other Obligation payable hereunder or under any other Loan Document, which default, in the case of any payment other than principal on any Loan, is not remedied within three (3) Business Days;

(b) default in the observance or performance of (i) any covenant set forth Section 9.2, Section 9.3 or Section 9.4 hereof or (ii) any provision in any Loan Document dealing with the remittance and/or reinvestment, as applicable, of the proceeds of Collateral or requiring the maintenance of insurance thereon;

(c) default in the observance or performance of any other covenant hereof (other than as referred to in Section 10.1(a) or Section 10.1(b) above) or of any other Loan Document which is not remedied within twenty (20) days after the earlier of (i) the date on which such failure shall first become actually known to the chief executive officer, the chief financial officer or any other executive officer of the Borrower or (ii) written notice thereof is given to the Borrower by the Administrative Agent;

(d) any representation or warranty made herein or in any other Loan Document or in any certificate furnished to the Administrative Agent or the Lenders pursuant hereto or thereto or in connection with any transaction contemplated hereby or thereby proves untrue as of the date of the issuance or making or deemed making thereof; provided, however, that (i) to the extent any representation or warranty is made or deemed to be made in any Fiscal Quarter when additional or revised disclosure is required to be made on a Schedule referred to in such representation or warranty in order for such representation or warranty to be correct or correct when so made or deemed to be made, no Default or Event of Default shall result from the making or deemed making of such representation or warranty provided that such additional or revised disclosure is made within 60 days after the last day of such Fiscal Quarter pursuant to Section 9.3(d) and (ii) if any such representation or warranty is not already subject to a materiality qualification, it shall only prove untrue if as of the date of the making or deemed making thereof it proves untrue in any material respect;

(e) (i) any event occurs or condition exists (other than those described in subsections (a) through (d) above) which is specified as an event of default under any of the other Loan Documents and, such default has not been cured by the Borrower within fifteen (15) days after written notice thereof is given to the Borrower by the Administrative Agent, (ii) any of the Loan Documents shall for any reason not be or shall cease to be in full force and effect or is declared to be null and void, or any of the Collateral Documents shall for any reason fail to create a valid and perfected first priority Lien (subject to Permitted Liens) in favour of the Administrative Agent in any material portion of the Collateral purported to be covered thereby except as expressly permitted by the terms thereof or by the terms of this Agreement, or any Obligor takes any action for the purpose of terminating, repudiating or rescinding any Loan Document executed by it or any of its obligations thereunder, or (iii) any Obligor in any manner contests the validity of any Guarantee forming part of the Security or any Collateral Document;

(f) default shall occur under any indenture, agreement or other instrument evidencing any Debt issued, assumed or guaranteed by the Borrower or any other Obligor aggregating in excess of USD\$500,000; and, in all cases, such default shall continue until the expiration of any applicable cure period (whether or not such maturity is in fact accelerated) and shall not have been waived in writing by the holder or holders of such Debt;

(g) any final judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, or any fines, penalties or other similar monetary obligations with no further right of appeal, shall be entered, filed against or imposed upon the Borrower or any other Obligor, or against any of its Property, in an aggregate amount in excess of USD\$1,000,000 (except to the extent fully covered by insurance pursuant to which the insurer has accepted liability therefor in writing), and which remains undischarged, unvacated, unbonded, unstayed or unpaid for a period of thirty (30) days;

• (h) the occurrence of any Change of Control;
• (i) any Material Adverse Effect has occurred and is continuing;

(j) the Borrower or any other Obligor shall (i) have entered involuntarily against it an order for relief under any Insolvency Legislation which remains undismissed or unstayed for a period of thirty (30) days, (ii) not pay, or admit in writing its inability to pay, its debts generally as they become due, (iii) make

an assignment for the benefit of creditors, (iv) apply for, seek, consent to or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its Property, (v) institute any proceeding seeking to have entered against it an order for relief under any Insolvency Legislation to adjudicate it insolvent, or (except as part of a transaction contemplated by Section 9.2(e)(v) hereof) seeking dissolution, winding up, liquidation, conciliation, safeguard, accelerated safeguard, financial accelerated safeguard, appointment of an ad hoc agent, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file a defence to any such proceeding filed against it, (vi) take any corporate, partnership or other organizational action in furtherance of any matter described in parts (i) through (v) above, or (vii) fail to contest in good faith any appointment or proceeding described in Section 10.1(k) hereof;

(k) a custodian, receiver, trustee, examiner, liquidator, ad hoc agent or similar official shall be appointed for the Borrower or any other Obligor, or any substantial part of any of its Property, or a proceeding described in Section 10.1(j) shall be instituted against the Borrower or any other Obligor, and such appointment (unless applied for or consented to by the Borrower or such other Obligor in which case clause (i) above shall apply immediately) continues undischarged or such proceeding continues undismissed or unstayed for a period of thirty (30) days;

(l) an ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect.

Section 10.2 Non-Bankruptcy Defaults.

When any Event of Default other than those described in Section 10.1(j) or Section 10.1(k) hereof has occurred and is continuing, the Administrative Agent shall, by written notice to the Borrower: (a) if so directed by the Required Lenders, terminate the remaining Commitments and all other obligations of the Lenders hereunder on the date stated in such notice (which may be the date thereof); (b) if so directed by the Required Lenders, declare the principal of and the accrued interest on all outstanding Loans to be forthwith due and payable and thereupon all outstanding Loans, including both principal and interest thereon, shall be and become immediately due and payable together with all other amounts payable under the Loan Documents without further demand, presentment, protest or notice of any kind; and (c) if so directed by the Required Lenders, demand that the Borrower immediately pay to the Administrative Agent the full amount then available for drawing under each or any Letter of Credit, and the Borrower agrees to immediately make such payment and acknowledges and agrees that the Lenders would not have an adequate remedy at law for failure by the Borrower to honour any such demand and that the Administrative Agent, for the benefit of the Lenders, shall have the right to require the Borrower to specifically perform such undertaking whether or not any drawings or other demands for payment have been made under any Letter of Credit. The Administrative Agent, after giving notice to the Borrower pursuant to Section 10.1(c) or this Section 10.2, shall also promptly send a copy of such notice to the other Lenders, but the failure to do so shall not impair or annul the effect of such notice.

Section 10.3 Bankruptcy Defaults.

When any Event of Default described in Section 10.1(j) or Section 10.1(k) hereof has occurred and is continuing, then all outstanding Loans shall immediately become due and payable together with all other amounts payable under the Loan Documents without presentment, demand, protest or notice of any kind, the obligation of the Lenders to extend further credit pursuant to any of the terms hereof shall immediately terminate and the Borrower shall immediately pay to the Administrative Agent the full amount then available for drawing under all outstanding Letters of Credit, the Borrower acknowledging and agreeing that the Lenders would not have an adequate remedy at law for failure by the Borrower to honour any such demand and that the Lenders, and the Administrative Agent on their behalf, shall have the right to require the Borrower to specifically perform such undertaking whether or not any draws or other demands for payment have been made under any of the Letters of Credit.

Section 10.4 Collateral for Undrawn Letters of Credit.

(a) If the prepayment of the amount available for drawing under any or all outstanding Letters of Credit is required under Section 2.12(b) or under Section 10.2 or Section 10.3 above, the Borrower shall forthwith pay the amount required to be so prepaid, to be held by the Administrative Agent as provided in subsection (b) below.

(b) All amounts prepaid pursuant to subsection (a) above shall be held by the Administrative Agent in one or more separate collateral accounts (each such account, and the credit balances, properties, and any investments from time to time held therein, and any substitutions for such account, any certificate of deposit or other instrument evidencing any of the foregoing and all proceeds of and earnings on any of the foregoing being collectively called the "Collateral Account") as security for, and for application by the Administrative Agent (to the extent available) to, the reimbursement of any payment under any Letter of Credit then or thereafter made by the Administrative Agent, and to the payment of the unpaid balance of all other Obligations (including, without limitation, all Hedging Liability and Funds Transfer and Deposit Account Liability). The Collateral Account shall be held in the name of and subject to the exclusive dominion and control of the Administrative Agent for the benefit of the Administrative Agent, the Lenders, the L/C Issuer. If and when requested by the Borrower, the Administrative Agent shall invest funds held in the Collateral Account from time to time in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by the Government of Canada with a remaining maturity of one year or less, provided that the Administrative Agent is irrevocably authorized to sell investments held in the Collateral Account when and as required to make payments out of the Collateral Account for application to amounts due and owing from the Borrower to the L/C Issuer, the Administrative Agent or the Lenders; provided, however, that (i) if the Borrower shall have made payment of all obligations referred to in subsection (a) above required under Section 2.12(b) hereof, at the request of the Borrower, the Administrative Agent shall release to the Borrower amounts held in the Collateral Account so long as at the time of the release and after giving effect thereto no Default or Event of Default exists, and (ii) if the Borrower shall have made payment of all obligations referred to in subsection (a) above required under Section 10.2 or Section 10.3 hereof, so long as no Letters of Credit, Commitments, Loans or other Obligations (other than Contingent Obligations, unless a claim with respect thereto has been asserted), remain outstanding, at the request of the Borrower, the Administrative Agent shall release to the Borrower any remaining amounts held in the Collateral Account.

Section 10.5 Notice of Default.

The Administrative Agent shall give notice to the Borrower under Section 10.1(c) hereof promptly upon being requested to do so by the Required Lenders and shall thereupon notify all the Lenders thereof.

Section 10.6 Appointment of a Monitor.

If an Event of Default has occurred and is continuing, the Required Lenders may appoint a monitor to review the operations of the Borrower and the other Obligors and make recommendations to the Required Lenders in respect thereof. The Borrower shall, and shall cause the other Obligors to, provide the monitor with full access to all books and records, operations and management of the Borrower and the other Obligors. The reasonable costs and fees of such monitor shall be for the account of the Borrower and the other Obligors.

Section 10.7 Judgment Currency.

If for the purposes of obtaining judgment against any Obligor in any court in any jurisdiction with respect to this Agreement it becomes necessary for a Lender to convert into the currency of such jurisdiction (in this section called the "Judgment Currency") any amount due to the Lenders by any Obligor hereunder in any currency other than the Judgment Currency, the conversion shall be made at the Exchange Rate prevailing on the Business Day before the day on which judgment is given. In the event that there is a change in the Exchange Rate prevailing between the Business Day before the day on which the judgment is given and the date of payment of the amount due, the applicable Obligor will, on the date of payment, pay such additional amounts (if any) or be entitled to receive reimbursement of such amount, if any, 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 Exchange Rate prevailing on the date of payment is the amount then due under this Agreement in such other currency. Any additional amount due by the applicable Obligor under this Section will 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.

Section 10.8 Acceleration of Certain Contingent Obligations.

Upon the occurrence and during the continuance of an Event of Default, any Lender which has issued a Bankers' Acceptance, BA Equivalent Note, LIBOR Loan, or entered into a Hedging Agreement with the Borrower may make a Prime Rate Loan or Base Rate Loan, as applicable, to the Borrower in an amount equal to the face amount of such Bankers' Acceptance, BA Equivalent Note or LIBOR Loan or the amount required to unwind such Hedging Agreement (such amount to be determined in accordance with the terms thereof), as the case may be; and the proceeds of any such Loan shall be held by such Lender and used to satisfy such Lender's obligations under the said Bankers' Acceptance, BA Equivalent Note or LIBOR Loan, as such becomes due, or to effect the unwinding of such Hedging Agreement. Any such Loan shall bear interest at the rate and in the manner applicable to Prime Rate Loans or Base Rate Loans, as applicable.

ARTICLE 11 THE ADMINISTRATIVE AGENT AND THE LENDERS

Section 11.1 Appointment and Authorization of Administrative Agent.

Each Lender hereby appoints HSBC as the Administrative Agent under the Loan Documents and hereby authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. The Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders in respect of the Loan Documents, the Borrower or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein. Each Lender hereby appoints the Administrative Agent as security agent for purposes of article 2328-1 of the French Civil code.

Section 11.2 Administrative Agent and Its Affiliates.

The Administrative Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any other Lender and may exercise or refrain from exercising such rights and power as though it were not the Administrative Agent, and the Administrative Agent and its affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any Affiliate of the Borrower as if it were not the Administrative Agent under the Loan Documents. The term "Lender" as used herein and in all other Loan Documents, unless the context otherwise clearly requires, includes the Administrative Agent in its individual capacity as a Lender. References herein to the Administrative Agent's Loans, or to the amount owing to the Administrative Agent for which an interest rate is being determined, refer to the Administrative Agent in its individual capacity as a Lender.

Section 11.3 Decision-Making.

(a) Any amendment to this Agreement and the granting of any waiver or consent by the Lenders, in each case, relating to the following matters shall require the unanimous agreement of the Lenders:

(i) the making of the initial Credit Event despite any condition precedent relating thereto not having been satisfied;

• (ii) any increase in any Commitment;
• (iii) decreases in interest rates and fees in respect of the Credits;
• (iv) any reduction of, or compromise with respect to, or waiver of, the amount of any Obligation hereunder;
• (v) extensions of the maturity date of the Credits;
• (vi) extensions of the scheduled dates for any payments of principal, interest or other amounts hereunder or the scheduled amounts of repayments hereunder;
• (vii) releases of all or any substantial portion of the Security except to the extent provided in paragraph (c) below;
• (viii) any proposed amendments to the definitions of "Required Lenders", "Percentage", "Revolving Credit Percentage", and "Term Credit Percentage", in Section 1.1; and
• (ix) any proposed amendments to this Section 11.3, and any other provision of this Agreement which requires the unanimous consent of the Lenders in connection with any action to be taken or consent to be provided by the Lenders,

provided, that notwithstanding anything to the contrary contained herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

(b) Except for the matters described in paragraph (a) above or as otherwise expressly provided herein, any amendment to this Agreement shall be effective if made among the Borrower, the Administrative Agent and the Required Lenders, and for greater certainty any such amendment which is agreed to by the Required Lenders shall be final and binding upon all Lenders.

(c) The Administrative Agent may from time to time without notice to or the consent of the Lenders execute and deliver releases of the Security or any portion thereof in respect of any item of Collateral (whether or not the proceeds of sale thereof are received by the Administrative Agent) which the Obligors are permitted to dispose of without obtaining the prior written consent of the Required Lenders; and in providing any such releases 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. Otherwise, any release or discharge in respect of the Security or any portion thereof shall require the written consent of the Lenders acting unanimously.

(d) Except for the matters which require the unanimous consent of the Lenders as set out above, any action to be taken or decision to be made by the Lenders pursuant to this Agreement, specifically including for greater certainty the issuance of written notice to the Borrower of the occurrence of an Event of Default, the issuance of a demand for payment of the Obligations, a decision to make any Credit Event other than the Initial Credit Event hereunder despite any condition precedent relating thereto not being satisfied, the provision of any waiver in respect of a breach of any covenant or any Event of Default or the issuance of any consent which may be required under paragraph (a) above shall be effective if approved by the Required Lenders; and any such decision or action shall be final and binding upon all the Lenders.

(e) Any action to be taken or decision to be made by the Lenders pursuant to this Agreement which is required to be unanimous shall be made at a meeting of the Lenders called by the Administrative Agent pursuant to Section 11.11(l) or by a written instrument executed by all of the Lenders. Any action to be taken or decision to be made by the Lenders pursuant to this Agreement which is required to be made by the Required Lenders shall be made at a meeting of the Lenders called by the Administrative Agent pursuant to Section 11.11(l) or by a written instrument executed by the Required Lenders. Any such instrument may be executed by fax or electronic mail and in counterparts.

Section 11.4 Exculpatory Provisions.

(a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:

• (i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
• (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for in the Loan Documents), but the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law; and
• (iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

(b) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as is necessary, or as the Administrative Agent believes in good faith is necessary, under the provisions of the Loan Documents) or (ii) in the absence of its own gross negligence or wilful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing the Default is given to the Administrative Agent by the Borrower or a Lender.

(c) Except as otherwise expressly specified in this Agreement, the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition specified in this Agreement, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Section 11.5 Reliance by Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Section 11.6 Indemnification of Administrative Agent.

Each Lender agrees to indemnify the Administrative Agent and hold it harmless (to the extent not reimbursed by the Borrower), rateably according to its applicable Percentage (and not jointly or jointly and severally) from and against any and all losses, claims, damages, liabilities and related out-of-pocket expenses, including the fees, charges and disbursements of any counsel, which may be incurred by or asserted against the Administrative Agent in any way relating to or arising out of the Loan Documents or the transactions therein contemplated. However, no Lender shall be liable for any portion of such losses, claims, damages, liabilities and related out-of-pocket expenses resulting from the Administrative Agent's gross negligence or wilful misconduct.

Section 11.7 Delegation of Duties.

The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent from among the Lenders (including the Person serving as Administrative Agent) and their respective Affiliates. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The provisions of this Article and other provisions of this Agreement for the benefit of the Administrative Agent shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Section 11.8 Security.

(a) Except to the extent provided in paragraph (ii) and where required to be provided directly to Lenders in accordance with Applicable Law, the Security shall be granted in favour of and held by the Administrative Agent (in each such case as administrative agent and as security agent and trustee) for and on behalf of the Lenders in accordance with the provisions of this Agreement. The Administrative Agent shall, in accordance with its usual practices in effect from time to time, take all steps required to perfect and maintain the Security, including: taking possession of the certificates representing the securities required to be pledged hereunder; filing renewals and change notices in respect of such Security; and ensuring that the name of the Administrative Agent is noted as loss payee or mortgagee on all property insurance policies covering the Collateral. If the Administrative Agent becomes aware of any matter concerning the Security which it considers to be material, it shall promptly inform the Lenders. The Administrative Agent shall comply with all instructions provided by the Lenders in connection with the enforcement or release of the Security which it holds. The Administrative Agent agrees to permit each Lender to review and make photocopies of the original documents comprising the Security from time to time upon reasonable notice.

(b) If any Obligor has provided Security in favour of any Lender directly except for purchasemoney security interests, such Lender agrees to pay to the Administrative Agent all amounts received by it in connection with the enforcement of such Security, and all such amounts shall be deemed to constitute proceeds of realization and shall be dealt with as provided in Section 5.1. Each Lender which holds any such Security agrees that it shall not enforce such Security unless and until the Required Lenders have made a determination to enforce the Security pursuant to Section 11.3(d).

Section 11.9 Payments by Administrative Agent.

(a) The following provisions shall apply to all payments made by the Administrative Agent to the Lenders hereunder:

• (i) the Administrative Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Administrative Agent from the Borrower;
• (ii) if the Administrative Agent receives a payment of principal, interest, fees or other amount owing by the Borrower under any Credit which is less than the full amount of any such payment due, the Administrative Agent shall distribute such amount received among the Lenders in each Lender's Percentage of such Credit;
• (iii) if any Lender has advanced more or less than its Percentage of any Credit, such Lender's entitlement to a payment of principal, interest, fees or other amount owing by the Borrower under such Credit shall be increased or reduced, as the case may be, to reflect the amount actually advanced by such Lender;
• (iv) if a Lender's Percentage of a Credit Event under any Credit has been advanced for less than the full period to which any payment by the Borrower relates, such Lender's entitlement to receive a portion of any payment of interest or fees under such Credit shall be reduced in proportion to the length of time such Lender's Percentage has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Administrative Agent pursuant to this Agreement);
• (v) the Administrative Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall be deemed to be prima facie correct;
• (vi) upon request, the Administrative Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;
• (vii) all payments by the Administrative Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Administrative Agent from such Lender; and
• (viii) if the Administrative Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Percentage of such payment on such Business Day, the Administrative Agent agrees to pay interest on such late payment at a rate determined by the Administrative Agent in accordance with prevailing banking industry practice on interbank compensation.

(b) The Administrative Agent may in its sole discretion from time to time make adjustments in respect of any Lender's share of a Borrowing, conversion, rollover or repayment under any Credit in order that the outstanding Borrowings due to such Lender under such Credit shall be approximately in accordance with such Lender's Percentage of such Credit.

Section 11.10 Protection of Administrative Agent.

(a) Unless the Administrative Agent has actual knowledge or actual notice to the contrary, it may assume that each Lender's address set out in Schedule 1 attached hereto is correct, unless and until it has received from such Lender a notice designating a different address.

(b) The Administrative Agent may engage and pay for the advice or services of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained (and to the extent that such costs are not recovered from the Borrower pursuant to this Agreement, each Lender agrees to reimburse the Administrative Agent in such Lender's Percentage of such costs so long as such advice or services were contracted with the unanimous agreement of the Lenders).

(c) Unless the Administrative Agent has actual knowledge or actual notice to the contrary, it may rely as to matters of fact which might reasonably be expected to be within the knowledge of any Obligor upon a statement contained in any Loan Document.

(d) Unless the Administrative Agent has actual knowledge or actual notice to the contrary, it may rely upon any communication or document believed by it to be genuine.

(e) The Administrative Agent may refrain from exercising any right, power or discretion vested in it under this Agreement unless and until instructed by the Required Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised (provided that such instructions shall be required to be provided by all of the Lenders in respect of any matter for which the unanimous consent of the Lenders is required as set out herein).

(f) The Administrative Agent may refrain from exercising any right, power or discretion vested in it which would or might in its sole and unfettered opinion be contrary to any law of any jurisdiction or any directive or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such law or directive.

(g) The Administrative Agent may refrain from acting in accordance with any instructions of the Required Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or take any steps to enforce or realize upon any Security, until it shall have received such security as it may reasonably require (whether by way of payment in advance or otherwise) against all costs, claims, documented out-of-pocket expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions.

(h) The Administrative Agent shall not be bound to disclose to any Person any information relating to the Obligors or any Affiliate if such disclosure would or might in its opinion in its sole discretion constitute a breach of any law or regulation or be otherwise actionable at the suit of any Person.

(i) The Administrative Agent shall not accept any responsibility for the accuracy and/or completeness of any information supplied in connection herewith or for the legality, validity, effectiveness, adequacy or enforceability of any Loan Document and shall not be under any liability to any Lender as a result of taking or omitting to take any action in relation to any Loan Document except in the case of the Administrative Agent's gross negligence or wilful misconduct.

Section 11.11 Duties of Administrative Agent. The Administrative Agent shall:

(a) as a non-fiduciary administrative agent for the Borrower, maintain a record of the outstanding Credit Events owing to each Lender (including the interest of each Lender in all outstanding Letters of Credit), which record shall conclusively be presumed to be correct and accurate, absent manifest error;

(b) hold and maintain the Security to the extent provided in Section 11.8;

(c) provide to each Lender copies of all financial information received from the Borrower promptly after receipt thereof, and copies of any Notice of Borrowing, Notice of Continuation/Conversion, repayment notices and other notices received by the Administrative Agent from the Borrower upon request by any Lender;

(d) promptly advise each Lender of any Borrowing required to be made by it hereunder and disburse all repayments to the Lenders hereunder in accordance with the terms of this Agreement;

(e) promptly notify each Lender of the occurrence of any Default of which the Administrative Agent has actual knowledge or actual notice;

(f) at the time of engaging any administrative agent, receiver, receiver-manager, consultant, monitor or other party in connection with the Security or the enforcement thereof, obtain the agreement of such party to comply with the applicable terms of this Agreement in carrying out any such enforcement activities and dealing with any proceeds of realization;

(g) account for any monies received by it in connection with this Agreement, the Security and any other agreement delivered in connection herewith or therewith;

(h) each time the Borrower requests the written consent of the Lenders in connection with any matter, use its reasonable commercial efforts to obtain and communicate to the Borrower the response of the Lenders in a reasonably prompt and timely manner having due regard to the nature and circumstances of the request;

(i) give written notice to the Borrower in respect of any other matter in respect of which notice is required in accordance with or pursuant to this Agreement, promptly or promptly after receiving the consent of the Lenders, if required under the terms of this Agreement;

(j) except as otherwise provided in this Agreement, act in accordance with any instructions given to it by the Required Lenders;

(k) if so instructed by the Required Lenders, refrain from exercising any right, power or discretion vested in it under this Agreement or any document incidental thereto; and

(l) call a meeting of the Lenders at any time not earlier than five (5) days and not later than thirty (30) days after receipt of a written request for a meeting provided by any Lender.

Section 11.12 Lenders' Obligations Several; No Partnership.

The obligations of each Lender under this Agreement are several. The failure of any Lender to carry out its obligations hereunder shall not relieve the other Lenders of any of their respective obligations hereunder. No Lender shall be responsible for the obligations of any other Lender hereunder. Neither the entering into of this Agreement nor the completion of any transactions contemplated herein shall constitute the Lenders a partnership.

Section 11.13 Sharing of Information.

The Administrative Agent and the Lenders may share among themselves any information they may have from time to time concerning the Obligors whether or not such information is confidential; but shall have no obligation to do so (except for any obligations of the Administrative Agent to provide information to the extent required in this Agreement).

Section 11.14 Acknowledgement by Obligors.

Each Obligor hereby acknowledges notice of the terms of the provisions of this Article 11 and agrees to be bound hereby to the extent of its obligations hereunder.

Section 11.15 Amendments to Article 11.

The Administrative Agent and the Lenders may amend any provision in this Article 11, except Sections 11.3, 11.8, 11.14, 11.15, 11.16, 11.19, 11.21, 11.22 or 11.23, without prior notice to and consent of the Borrower and the other Obligors, and the Administrative Agent shall provide a copy of any such amendment to the Borrower reasonably promptly thereafter; provided however if any such amendment would materially adversely affect any rights, entitlements, obligations or liabilities of any of the Obligors or any of their respective Subsidiaries, such amendment shall not be effective until the Borrower provides its written consent thereto, which consent shall not be unreasonably withheld or arbitrarily delayed.

Section 11.16 Deliveries, etc.

As between the Obligors on the one hand, and the Administrative Agent and the Lenders on the other hand:

(a) all statements, certificates, consents and other documents which the Administrative Agent purports to deliver to an Obligor on behalf of the Lenders shall be binding on each of the Lenders, and none of the Obligors shall be required to ascertain or confirm the authority of the Administrative Agent in delivering such documents;

(b) all certificates, statements, notices and other documents which are delivered by an Obligor to the Administrative Agent in accordance with this Agreement shall be deemed to have been duly delivered to each of the Lenders; and

(c) all payments which are delivered by the Borrower to the Administrative Agent in accordance with this Agreement shall be deemed to have been duly delivered to each of the Lenders.

Section 11.17 Sharing of Payments by Lenders.

If any Lender, by exercising any right of compensation, setoff or counterclaim or otherwise, obtains any payment or other reduction that might result in such Lender receiving payment or other reduction of a proportion of the aggregate amount of its Loans and accrued interest thereon or other obligations hereunder greater than its pro rata share thereof as provided herein, then the Lender receiving such payment or other reduction shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders rateably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(a) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest,

(b) the provisions of this Section shall not be construed to apply to (x) any payment made by any Obligor pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in disbursements under Letters of Credit to any assignee or participant, other than to any Obligor or any Affiliate of an Obligor (as to which the provisions of this Section shall apply); and

(c) the provisions of this Section shall not be construed to apply to (w) any payment made while no Event of Default has occurred and is continuing in respect of obligations of the Borrower to such Lender that do not arise under or in connection with the Loan Documents, (x) any payment made in respect of an obligation that is secured by a Lien permitted pursuant to Section 9.2(b) hereof or that is otherwise entitled to priority over the Borrower's obligations under or in connection with the Loan Documents, (y) any reduction arising from an amount owing to an Obligor upon the termination of derivatives entered into between an Obligor and such Lender, or (z) any payment to which such Lender is entitled as a result of any form of credit protection obtained by such Lender.

The Obligors consent to the foregoing and agree, to the extent they may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Obligor rights of setoff and counterclaim and similar rights of Lenders with respect to such participation as fully as if such Lender were a direct creditor of each Obligor in the amount of such participation.

Section 11.18 L/C Issuer.

The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith. The L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article 11 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the Applications pertaining to such Letters of Credit as fully as if the term "Administrative Agent", as used in this Article 11, included the L/C Issuer with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to such L/C Issuer.

Section 11.19 Hedging Liability and Funds Transfer and Deposit Account Liability Arrangements.

By virtue of a Lender's execution of this Agreement or an assignment agreement pursuant to Section 13.19 of this Agreement, any Affiliate of such Lender with whom the Borrower or any other Obligor has entered into an agreement creating Hedging Liability or Funds Transfer and Deposit Account Liability shall be deemed a Lender party hereto for purposes of any reference in a Loan Document to the parties for whom the Administrative Agent is acting, it being understood and agreed that the rights and benefits of such Affiliate under the Loan Documents consist exclusively of such Affiliate's right to share in payments and collections out of the Collateral and the Guarantees as more fully set forth in Section 5.1 hereof. In connection with any such distribution of payments and collections, or any request for the release of the Administrative Agent's Liens in connection with the termination or expiration of all Credit Exposure, the Administrative Agent shall be entitled to assume no amounts are due to any Lender or its Affiliate with respect to Hedging Liability or Funds Transfer and Deposit Account Liability unless such Lender has notified the Administrative Agent in writing of the amount of any such liability owed to it or its Affiliate prior to such distribution or payment or release of Liens.

Section 11.20 Designation of Additional Agents.

The Administrative Agent shall have the continuing right, for purposes hereof, at any time and from time to time to designate one or more of the Lenders (and/or its or their Affiliates) as "syndication agents," "documentation agents," "book runners," "lead arrangers," "arrangers," or other designations for purposes hereto, but such designation shall have no substantive effect, and such Lenders and their Affiliates shall have no additional powers, duties or responsibilities as a result thereof.

Section 11.21 Authorization to Release or Subordinate or Limit Liens.

The Administrative Agent is hereby irrevocably authorized by each of the Lenders, and hereby agrees for the benefit of the Borrower, to (a) release any Lien covering any Collateral that is sold, transferred, or otherwise disposed of in accordance with the terms and conditions of this Agreement and the relevant Collateral Documents (including a sale, transfer, or Disposition permitted by the terms of Section 9.2(e) hereof or which has otherwise been consented to in accordance with Section 11.3 hereof), (b) release any other Obligor from its obligations under the Loan Documents if all of the outstanding equity interests in such Obligor are sold, transferred or otherwise disposed of in accordance with the terms and conditions of this Agreement (including a sale, transfer or Disposition permitted by the terms of Section 9.2(e) hereof or which has otherwise been consented to in accordance with Section 11.3 hereof), (c) release or subordinate any Lien on Collateral consisting of Property subject to Liens permitted by Section 9.2(b)(iii) hereof, (d) reduce or limit the amount of the Debt secured by any particular item of Collateral to an amount not less than the estimated value thereof to the extent necessary to reduce mortgage registry, filing and similar tax, and (e) release Liens on the Collateral following termination or expiration of all Credit Exposure, payment in full in cash of all Hedging Liability and, if then overdue, payment in full in cash of all Funds Transfer and Deposit Account Liability.

Section 11.22 Authorization to Enter into, and Enforcement of, the Collateral Documents.

The Administrative Agent is hereby irrevocably authorized by each of the Lenders to execute and deliver the Collateral Documents on behalf of each of the Lenders and their Affiliates and to take such action and exercise such powers under the Collateral Documents as the Administrative Agent considers appropriate, provided that the Administrative Agent shall not amend the Collateral Documents unless such amendment is agreed to in writing by the Required Lenders. Each Lender acknowledges and agrees that it will be bound by the terms and conditions of the Collateral Documents upon the execution and delivery thereof by the Administrative Agent. Except as otherwise specifically provided for herein, no Lender (or its Affiliates) other than the Administrative Agent shall have the right to institute any suit, action or proceeding in equity or at law for the foreclosure or other realization upon any Collateral or for the execution of any trust or power in respect of the Collateral or for the appointment of a receiver or for the enforcement of any other remedy under the Collateral Documents; it being understood and intended that no one or more of the Lenders (or their Affiliates) shall have any right in any manner whatsoever to affect, disturb or prejudice the Lien of the Administrative Agent (or any security trustee therefor) under the Collateral Documents by its or their action or to enforce any right thereunder, and that all proceedings at law or in equity shall be instituted, had, and maintained by the Administrative Agent (or its security trustee) in the manner provided for in the relevant Collateral Documents for the benefit of the Lenders and their Affiliates. The Administrative Agent, any Lender or counterparty under a Hedging Agreement may be the purchaser of any or all of the Collateral at any public sale and the Administrative Agent, as agent for and representative of the Lenders and counterparties under Hedging Agreements (but not any Lender or counterparty under a Hedging Agreement in its individual capacity), shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations (as defined in the Security Agreement) as a credit on account of the purchase price for any Collateral payable by the Administrative Agent or by or on behalf of the Lenders and counterparties under Hedging Agreements at such sale.

Section 11.23 Replacement of Administrative Agent.

(a) The Administrative Agent may at any time give written notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint a successor, which shall be a Lender having a Revolving Credit Commitment and which, so long as no Event of Default has occurred and is continuing, shall be acceptable to the Borrower (such consent not to be unreasonably withheld or delayed). The Administrative Agent may also be removed at any time by the Required Lenders upon 30 days' written notice to the Administrative Agent and the Borrower as long as the Required Lenders appoint and obtain the acceptance of a successor within such 30 days, which shall be a Lender having a Revolving Credit Commitment and which, so long as no Event of Default has occurred and is continuing, shall be acceptable to the Borrower (such consent not to be unreasonably withheld or delayed).

(b) If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives written notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications specified in Section 11.23(a), provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in the preceding paragraph.

(c) Upon a successor's appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Section 11.23 and of Section 13.7 shall continue in effect for the benefit of such former Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the former Administrative Agent was acting as Administrative Agent.

Section 11.24 Non-Reliance on Administrative Agent and Other Lenders.

Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

Section 11.25 Collective Action of the Lenders.

Each of the Lenders hereby acknowledges that to the extent permitted by Applicable Law, any collateral security and the remedies provided under the Loan Documents to the Lenders are for the benefit of the Lenders collectively and acting together and further acknowledges that its rights hereunder and under any collateral security are to be exercised by the Administrative Agent upon the decision of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for in the Loan Documents). Accordingly, notwithstanding any of the provisions contained herein or in any collateral security, each of the Lenders hereby covenants and agrees that it shall not be entitled to take any action hereunder or thereunder including, without limitation, any declaration of default hereunder or thereunder but that any such action shall be taken only by the Administrative Agent with notice to each of the Lenders and with the prior written agreement of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for in the Loan Documents). Each of the Lenders hereby further covenants and agrees that upon any such written agreement being given, it shall co-operate fully with the Administrative Agent to the extent requested by the Administrative Agent. Notwithstanding the foregoing, in the absence of instructions from the Lenders and where in the sole opinion of the Administrative Agent, acting reasonably and in good faith, 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 interest of the Lenders.

Section 11.26 Erroneous Payments

(a) If the Administrative Agent (x) notifies a Lender or the L/C Issuer or any Person who has received funds on behalf of a Lender, or the L/C Issuer (any such Lender, the L/C Issuer, or other recipient (and each of their respective successors and assigns), a "Payment Recipient") that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding Subsection (b) below) that any funds (as set forth in such notice from the Administrative Agent) received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, the L/C Issuer or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an "Erroneous Payment") and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 11.26 and held in trust for the benefit of the Administrative Agent, and such Lender, the L/C Issuer or Payment Receipient shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Administrative Agent) 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 in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this paragraph (a) shall be conclusive, absent manifest error.

(b) Without limiting immediately preceding paragraph (a), each Lender, the L/C Issuer, or any Person who has received funds on behalf of a Lender or the L/C Issuer, agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this Agreement or in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, the L/C Issuer, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case:

• (i) it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and
• (ii) such Lender, or the L/C Issuer shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 11.26(b).

For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 11.26(b) shall not have any effect on a Payment Recipient's obligations pursuant to Section 11.26(a) or on whether or not an Erroneous Payment has been made.

(c) Each Lender, or the L/C Issuer hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender, or the L/C Issuer under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender, or the L/C Issuer under any Loan Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Administrative Agent has demanded to be returned under immediately preceding paragraph (a).

(d) (i) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor in accordance with immediately preceding clause (a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an "Erroneous Payment Return Deficiency"), upon the Administrative Agent's notice to such Lender at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Lender shall be deemed to have assigned its Loans (but not its Commitments) with respect to which such Erroneous Payment was made (the "Erroneous Payment Impacted Class") in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the "Erroneous Payment Deficiency Assignment") (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance)), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption with respect to such Erroneous Payment Deficiency Assignment, (B) the Administrative Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender, (D) the Administrative Agent and the Borrower shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Administrative Agent will reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Agreement.

(ii) Subject to this Section (but excluding, in all events, any assignment consent or approval requirements (whether from the Borrower or otherwise)), the Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by the Administrative Agent on or with respect to any such Loans acquired from such Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loans are then owned by the Administrative Agent) and (y) may, in the sole discretion of the Administrative Agent, be reduced by any amount specified by the Administrative Agent in writing to the applicable Lender from time to time.

(e) The parties hereto agree that (x) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender, or the L/C Issuer to the rights and interests of such Lender, or the L/C Issuer, as the case may be) under the Loan Documents with respect to such amount (the "Erroneous Payment Subrogation Rights") (provided that the Obligors' Obligations under the Loan Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Obligations in respect of Loans that have been assigned to the Administrative Agent under an Erroneous Payment Deficiency Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Obligor; provided that this Section 11.26 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Borrower relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt, immediately preceding clauses (x) and (y) shall not apply to the extent any 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 for the purpose of making such Erroneous Payment.

(f) 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, any defense based on "discharge for value" or any similar doctrine.

(g) Each party's obligations, agreements and waivers under this Section 11.26 shall survive the resignation or replacement of the Administrative Agent, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

ARTICLE 12 CHANGE IN CIRCUMSTANCES

Section 12.1 Increased Costs.

• (a) Increased Costs Generally. If any Change in Law shall:
• (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;
• (ii) subject any Lender to any Tax (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Loan made by it, except for Indemnified Taxes covered by Section 12.2; or
• (iii) impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount), then upon request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered; provided that the implementation of Basel III or any other change in capital adequacy rules to which any Lender is at the date hereof subject or to the risk weighting for capital adequacy for the purposes or the provision of the Credits or any commitment to provide or participate in the Credits shall be deemed to be a Change in Law, regardless of the date enacted, adopted, issued, implemented or taking effect.

(b) Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender's holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or the Letters of Credit issued or participated in by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay to such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefore, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

Section 12.2 Taxes.

(a) Payments Subject to Taxes. If any Obligor, the Administrative Agent or any Lender is required by Applicable Law (as determined in the good faith discretion of the applicable Obligor, the Administrative Agent or such Lender) to deduct or withhold any Taxes in respect of any payment by or on account of any obligation of an Obligor hereunder or under any other Loan Document, then the applicable Obligor, the Administrative Agent or Lender shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, with respect to any Indemnified Taxes deducted or withheld, the sum payable by the applicable Obligor shall be increased by that Obligor when payable as necessary so that after making or allowing for all such deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section) the Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made.

(b) Payment of Other Taxes by the Borrower. Without limiting the provisions of paragraph (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of any Other Taxes.

(c) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of such Lender shall be conclusive absent manifest error.

(d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes by an Obligor to a Governmental Authority pursuant to this Section 12.2, such Obligor shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

• (e) Status of Lenders; Tax Documentation
• (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments hereunder or under any other Loan Document shall at the request of the Borrower or other Obligor deliver to the Borrower or Obligor (with a copy to the Administrative Agent), at the time or times prescribed by Applicable Law or reasonably requested by the Borrower, Obligor or the Administrative Agent, such properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, (a) any Lender, if requested by the Borrower, Obligor or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower, Obligor or the Administrative Agent as will enable the Borrower, Obligor or the Administrative Agent to determine whether or not such Lender is subject to withholding or information reporting requirements, and (b) any Lender that ceases to be, or to be deemed to be, resident in Canada for purposes of Part XIII of the Income Tax Act (Canada) or any successor provision thereto shall within five days thereof notify the Borrower and the Administrative Agent in writing. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 12.2(e)(ii)(A) and 12.2(e)(ii)(B) (1), (2), (3), (4) and (6) below) shall not be required if in the Lender's reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
• (ii) Without limiting the generality of the foregoing,
  • (A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax,
  • (B) any Lender that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1) in the case of a Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the "interest" article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the "business profits" or "other income" article of such tax treaty,

(2) executed copies of IRS Form W-8ECI,

(3) in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit 11.2-A to the effect that such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, a "10 percent shareholder" of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Code (a "U.S. Tax Compliance Certificate") and (y) executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable), or

(4) to the extent a Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit 11.2-B or Exhibit 11.2-C, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Lender is a partnership and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 11.2-D on behalf of each such direct and indirect partner,

(5) any Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made, and

(6) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrower, an Obligor 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, an Obligor or the Administrative Agent as may be necessary for the Borrower, Obligor and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender's obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (6), "FATCA" shall include any amendments made to FATCA after the Closing Date.

(iii) Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 12.2 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(f) Treatment of Certain Refunds and Tax Reductions. If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes as to which it has been indemnified pursuant to this Section (including by the payment of additional amounts pursuant to this Section), it shall pay to the Borrower or Obligor, as applicable, an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower or Obligor under this Section with respect to the Indemnified Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender, as the case may be, and without interest (other than any netafter-Tax interest paid by the relevant Governmental Authority with respect to such refund). The Borrower or Obligor, as applicable, upon the request of the Administrative Agent or such Lender agrees to repay the amount paid over to the Borrower or Obligor pursuant to this Section 12.2(f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender if the Administrative Agent or such Lender is required to repay such refund or reduction to such Governmental Authority. Notwithstanding anything to the contrary in this Section 12.2(f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 12.2(f) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

(g) Survival. Each party's obligations under this Section 12.2 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Obligations and the repayment, satisfaction or discharge of all obligations hereunder or under any other Loan Document.

Section 12.3 Mitigation Obligations: Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 12.1, or requires the Borrower to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 12.2, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 12.1 or 12.2, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agree to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) Replacement of Lenders. If any Lender requests compensation under Section 12.1, if the Borrower are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 12.2, if any Lender's obligations are suspended pursuant to Section 12.4 or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon 10 days' notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 13.19 of this Agreement), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

• (i) the Borrower pay the Administrative Agent the assignment fee specified in Section 13.19(b)(ix);
• (ii) the assigning Lender receives payment of an amount equal to the outstanding principal of its Loans and participations in disbursements under Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any breakage costs and amounts required to be paid under this Agreement as a result of prepayment

to a Lender) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

• (iii) in the case of any such assignment resulting from a claim for compensation under Section 12.1 or payments required to be made pursuant to Section 12.2, such assignment will result in a reduction in such compensation or payments thereafter; and
• (iv) such assignment does not conflict with Applicable Law.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Section 12.4 Illegality.

If any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make or maintain any Loan (or to maintain its obligation to make any Loan), or to participate in, issue or maintain any Letter of Credit (or to maintain its obligation to participate in or to issue any Letter of Credit), or to determine or charge interest rates based upon any particular rate, then, on written notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender with respect to the activity that is unlawful shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if conversion would avoid the activity that is unlawful, convert any Loans, or take any necessary steps with respect to any Letter of Credit in order to avoid the activity that is unlawful. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Section 12.5 Inability to Determine Rates Etc.

If the Required Lenders determine that for any reason a market for bankers' acceptances does not exist at any time or the Lenders cannot for other reasons, after reasonable efforts, readily sell Bankers' Acceptances or perform their other obligations under this Agreement with respect to bankers' acceptances, the Administrative Agent will promptly so notify the Borrower and each Lender in writing. Thereafter, the Borrower's right to request the acceptance of bankers' acceptances shall be and remain suspended until the Required Lenders determine and the Administrative Agent notifies the Borrower and each Lender that the condition causing such determination no longer exists. If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining LIBOR for any requested Interest Period with respect to a proposed LIBOR Loan, or a LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender in writing. Thereafter, the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing, conversion or continuation of LIBOR Loans or, failing that, will be deemed to have converted such request into a request for a borrowing of Base Rate Loans in the amount specified therein.

Section 12.6 Inability to Fund U.S. Dollar Borrowings in Canada.

If a Lender determines in good faith, which determination shall be final, conclusive and binding on the Borrower, and the Administrative Agent notifies the Borrower in writing that:

(a) by reason of circumstances affecting financial markets inside or outside Canada, deposits of U.S. Dollars are unavailable to such Lender in Canada;

(b) adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided in the definition of LIBOR or Base Rate, as the case may be;

(c) the making or continuation of United States dollar advances in Canada has been made impracticable by the occurrence of a contingency (other than a mere increase in rates payable by such Lender to fund the advance) which materially and adversely affects the funding of the advances at any interest rate computed on the basis of LIBOR or Base Rate, as the case may be, or by reason of a change in any Applicable Law or government regulation, guideline or order (whether or not having the force of law but, if not having the force of law, one with which a responsible bank would comply) or in the interpretation thereof by any Governmental Authority affecting such Lender or any relevant financial market, which results in LIBOR or Base Rate, as the case may be, no longer representing the effective cost to such Lender of deposits in such market for a relevant Interest Period; or

(d) any change to present law or any future law, regulation, order, treaty or official directive (whether or not having the force of law but, if not having the force of law, one with which a responsible bank would comply) or any change therein or any interpretation or application thereof by any Governmental Authority has made it unlawful for such Lender to make or maintain or give effect to its obligations in respect of United States dollar advances in Canada as contemplated herein, then:

• (i) the right of the Borrower to obtain any affected type of credit from such Lender shall be suspended until such Lender determines that the circumstances causing such suspension no longer exist and the Administrative Agent so notifies the Borrower and the other Lenders;
• (ii) if any affected type of credit is not yet outstanding, any applicable Notice of Borrowing or Notice of Continuation/Conversion shall be cancelled and the advance requested therein shall not be made;
• (iii) if any LIBOR Loan is already outstanding at any time when the right of the Borrower to obtain extensions of credit by way of a LIBOR Loan is suspended, it shall, subject to the Borrower having the right to obtain credit by way of a Base Rate Loan at such time, be converted on the last day of the Interest Period applicable thereto (or on such earlier date as may be required to comply with any Applicable Law) to a Base Rate Loan in the principal amount equal to the principal amount of the LIBOR Loan or, if the Borrower does not have the right to obtain credit by way of a Base Rate Loan at such time, such LIBOR Loan shall be converted on the last day of the Interest Period applicable thereto (or on such earlier date as may be required to comply with any Applicable Law) to a Prime Rate Loan in the principal amount equal to the Equivalent Amount of Canadian Dollars of the principal amount of such LIBOR Loan; and
• (iv) if any Base Rate Loan is already outstanding at any time when the right of the Borrower to obtain credit by way of a Base Rate Loan is suspended, it shall, subject to the Borrower having the right to obtain extension of credit by way of a LIBOR Loan at such time, be immediately converted to a LIBOR Loan in the principal amount equal to the principal amount of the Base Rate Loan and having an Interest Period of one month or, if the Borrower does not have the right to obtain credit by way of a LIBOR Loan at such time, it shall be immediately converted to a Prime Rate Loan in the principal amount equal to the Equivalent Amount of Canadian Dollars of the principal amount of the Base Rate Loan.

If the Borrower are notified by the Administrative Agent as aforesaid, then the Borrower may indicate to the Administrative Agent in writing that it desires to replace the aforesaid Lender and, in such event, the provisions of Section 2.17 shall apply mutatis mutandis to such Lender as if such Lender were the Affected Lender.

ARTICLE 13 MISCELLANEOUS

Section 13.1 No Waiver, Cumulative Remedies.

No delay or failure on the part of the Administrative Agent or any Lender or on the part of the holder or holders of any of the Obligations in the exercise of any power or right under any Loan Document shall operate as a waiver thereof or as an acquiescence in any default, nor shall any single or partial exercise of any power or right preclude any other or further exercise thereof or the exercise of any other power or right. The rights and remedies hereunder of the Administrative Agent, the Lenders and of the holder or holders of any of the Obligations are cumulative to, and not exclusive of, any rights or remedies which any of them would otherwise have.

Section 13.2 Non Business Days.

If any payment hereunder becomes due and payable on a day which is not a Business Day, the due date of such payment shall be extended to the next succeeding Business Day on which date such payment shall be due and payable. In the case of any payment of principal falling due on a day which is not a Business Day, interest on such principal amount shall continue to accrue during such extension at the rate per annum then in effect, which accrued amount shall be due and payable on the next scheduled date for the payment of interest.

Section 13.3 Documentary Taxes.

The Borrower agrees to pay any documentary, stamp or similar taxes payable in respect of this Agreement or any other Loan Document, including interest and penalties, in the event any such taxes are assessed, irrespective of when such assessment is made and whether or not any credit is then in use or available hereunder.

Section 13.4 Survival of Indemnities.

All indemnities and other provisions in this Agreement relative to reimbursement to the Lenders of amounts sufficient to protect the yield of the Lenders with respect to the Loans and Letters of Credit, shall survive the termination of this Agreement and the other Loan Documents and the payment of the Obligations.

Section 13.5 Notices.

Except as otherwise specified herein, all notices hereunder and under the other Loan Documents shall be in writing (including, without limitation, notice by electronic mail) and shall be given to the relevant party at its address or email address set forth below, or such other address or email address as such party may hereafter specify by notice to the Administrative Agent and the Borrower, by courier, by certified or registered mail or electronic mail or by other telecommunication device capable of creating a written record of such notice. Notices under the Loan Documents to any Lender shall be addressed to its address number or email address set forth on its Administrative Questionnaire; and notices under the Loan Documents to the Borrower, any Guarantor or the Administrative Agent shall be addressed to their respective addresses numbers or email addresses set forth below:

relevant Administrative Questionnaire; provided that any notice given pursuant to Article 2 hereof shall be effective only upon receipt.

Section 13.6 Headings.

Section headings used in this Agreement are for reference only and shall not affect the construction of this Agreement.

Section 13.7 Costs and Expenses; Indemnification.

(a) The Borrower agrees to pay all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated, together with any reasonable out-of-pocket fees and charges suffered or incurred by the Administrative Agent in connection with collateral filing fees and lien searches. The Borrower agrees to pay to the Administrative Agent and each Lender, all reasonable out-of-pocket costs and expenses incurred or paid by the Administrative Agent and such Lender, including reasonable legal fees and disbursements and court costs in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, any receiver, receiver-manager, agent or consultant in connection with any proceeding under or pursuant to any Insolvency Legislation involving the Borrower or any other Obligor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, each Lender, the L/C Issuer, each Lender Affiliate, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an "Indemnitee") against all losses, claims, damages, penalties, judgments, liabilities and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable out-of-pocket expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan or Letter of Credit, other than those which arise from (i) the gross negligence, or wilful misconduct of the party claiming indemnification, (ii) the final judicial determination of a breach by the party claiming indemnification of its express obligations under the Loan Documents or (iii) disputes solely among the Indemnitees (other than losses, claims, liabilities and expenses of any Person in its capacity as Administrative Agent). The Borrower, upon demand by the Administrative Agent or a Lender at any time, shall reimburse the Administrative Agent or such Lender for any reasonable out-ofpocket legal or other expenses (including, without limitation, all reasonable out-of-pocket fees and disbursements of counsel for any such Indemnitee) in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is due to (i) the gross negligence, or wilful misconduct of the party to be indemnified, (ii) the final judicial determination of a breach by the party to be indemnified of its express obligations under the Loan Documents or (iii) disputes solely among the Indemnitees (other than losses, claims, liabilities and expenses of any Person in its capacity as Administrative Agent). To the extent permitted by Applicable Law, neither the Borrower nor any Guarantor shall assert, and each such Person hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan, Letter of Credit or the use of the proceeds thereof. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

(b) The Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to sue for any claim for contribution against, each Indemnitee for any damages, costs, loss or reasonable out-of-pocket expense, including without limitation, response, remedial or removal costs and all fees and disbursements of counsel to any such Indemnitee, arising out of any claim for personal injury or property damage in connection with the Borrower or any other Obligor or otherwise occurring on or with respect to its Property (whether owned or leased), except for damages, costs, losses or expenses arising from the gross negligence or wilful misconduct of the party claiming indemnification or the final judicial determination of a breach by the party claiming indemnification of its express obligations under the Loan Documents. This indemnification shall survive the payment and satisfaction of all Obligations and the termination of this Agreement, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Borrower and shall inure to the benefit of each Indemnitee and its successors and assigns. This Section 12.7(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Section 13.8 Set off.

In addition to any rights now or hereafter granted under the Loan Documents or Applicable Law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender, each L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, upon providing written notice to the Administrative Agent, but without notice to the Borrower, any Guarantor or to any other Person other than the Administrative Agent, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, Debt evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other Debt at any time owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of the Borrower, or such Guarantor, whether or not matured, against and on account of the overdue Obligations of the Borrower, or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have been accelerated pursuant to Article 10 hereof.

Section 13.9 Entire Agreement and Conflicts.

The Loan Documents constitute the entire understanding of the parties thereto with respect to the subject matter thereof and any prior agreements, whether written or oral, with respect thereto superseded hereby. To the extent that there is a conflict or an inconsistency between the provisions of this Agreement and the provisions of any other Loan Document, the provisions of this Agreement shall govern and prevail.

Section 13.10 Governing Law.

This Agreement and the other Loan Documents (except as otherwise specified therein), and the rights and duties of the parties hereto, shall be construed and determined in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Section 13.11 Submission to Jurisdiction.

Each Obligor irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the Province of Ontario, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Obligor or its properties in the courts of any jurisdiction.

Section 13.12 Waiver of Venue.

Each Obligor irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in Section 13.11 above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Section 13.13 WAIVER OF JURY TRIAL.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 13.14 Counterparts: Integration: Effectiveness: Electronic Execution.

(a) Counterparts: Integration: Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in the conditions precedent Sections of this Agreement, this Agreement shall become effective when it has been executed by the Administrative Agent and when the Administrative Agent has received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by sending a scanned copy by electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement.

(b) Electronic Execution of Assignments. The words "execution," "signed," "signature," and words of like import in any Assignment and Assumption 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 Parts 2 and 3 of the Personal Information Protection and Electronic Documents Act (Canada) and other similar federal or provincial laws based on the Uniform Electronic Commerce Act of the Uniform Law Conference of Canada or its Uniform Electronic Evidence Act, as the case may be.

Section 13.15 Severability of Provisions.

Any provision of any Loan Document which is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. All rights, remedies and powers provided in this Agreement and the other Loan Documents may be exercised only to the extent that the exercise thereof does not violate any applicable mandatory provisions of law, and all the provisions of this Agreement and other Loan Documents are intended to be subject to all applicable mandatory provisions of law which may be controlling and to be limited to the extent necessary so that they will not render this Agreement or the other Loan Documents invalid or unenforceable.

Section 13.16 Excess Interest.

Notwithstanding any provision to the contrary contained herein or in any other Loan Document, no such provision shall require the payment or permit the collection of any amount of interest in excess of the maximum amount of interest permitted by Applicable Law (including Section 347 of the Criminal Code (Canada) and Section 8 of the Interest Act (Canada)) to be charged for the use or detention, or the forbearance in the collection, of all or any portion of the Loans or other obligations outstanding under this Agreement or any other Loan Document ("Excess Interest"). If any Excess Interest is provided for, or is adjudicated to be provided for, herein or in any other Loan Document, then in such event (a) the provisions of this Section shall govern and control, (b) neither the Borrower nor any guarantor or endorser shall be obligated to pay any Excess Interest, (c) any Excess Interest that the Administrative Agent or any Lender may have received hereunder shall, at the option of the Administrative Agent, be (i) applied as a credit against the then outstanding principal amount of Obligations hereunder and accrued and unpaid interest thereon (not to exceed the maximum amount permitted by Applicable Law), (ii) refunded to the Borrower, or (iii) any combination of the foregoing, (d) the interest rate payable hereunder or under any other Loan Document shall be automatically subject to reduction to the maximum lawful contract rate allowed under applicable usury laws (the "Maximum Rate"), and this Agreement and the other Loan Documents shall be deemed to have been, and shall be, reformed and modified to reflect such reduction in the relevant interest rate, and (e) neither the Borrower nor any guarantor or endorser shall have any action against the Administrative Agent or any Lender for any damages whatsoever arising out of the payment or collection of any Excess Interest. Notwithstanding the foregoing, if for any period of time interest on any of the Borrower's Obligations is calculated at the Maximum Rate rather than the applicable rate under this Agreement, and thereafter such applicable rate becomes less than the Maximum Rate, the rate of interest payable on the Borrower's Obligations shall remain at the Maximum Rate until the Lenders have received the amount of interest which such Lenders would have received during such period on the Borrower's Obligations had the rate of interest not been limited to the Maximum Rate during such period.

Section 13.17 Construction.

The parties acknowledge and agree that the Loan Documents shall not be construed more favourably in favour of any party hereto based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation of the Loan Documents. The provisions of this Agreement relating to Subsidiaries shall only apply during such times as the Borrower or either of them have one or more Subsidiaries.

Section 13.18 Lenders' Obligations.

No Lender shall be responsible for a Commitment for any other Lender. The obligation of each Lender to make its Commitment available to the Borrower is a separate obligation between each applicable Lender and the Borrower, and that obligation is not the solidary or joint and several obligation of any other Lender. 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 entity.

Section 13.19 Successors and Assigns.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Obligor may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that:

• (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than \$5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed);
• (ii) except if an Event of Default has occurred and is continuing, following any such assignment, no assigning Lender's Commitment may be less than \$5,000,000;
• (iii) except if an Event of Default has occurred and is continuing, following any such assignment, no assigning Lender's Commitment may be greater than one third of the aggregate amount of all Lenders' Commitments;
• (iv) no such assignment may require the Borrower to pay any costs or expenses incurred by the Administrative Agent and the Lenders upon such assignment or to pay interest or fees at rates greater than provided for in this Agreement and no such assignment will impose upon the Borrower, any additional Taxes (including, without limitation, any withholding taxes), increased costs pursuant to Section 12.1 or Indemnified Taxes pursuant to Section 12.2 (except to the extent the assigning Lender would have been entitled to receive a payment under Sections 12.1 or 12.2), costs, liabilities or obligations not provided for in or pursuant to this Agreement;
• (v) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits on a non-pro rata basis;
• (vi) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by the L/C Issuer (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit;
• (vii) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed):
• (viii) any assignment must be approved by the Borrower (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already

a Lender or an Affiliate thereof or an Event of Default has occurred and is continuing; and

(ix) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of \$3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement and the other Loan Documents, including any collateral security, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Article 12 and Section 13.7, and shall continue to be liable for any breach of this Agreement by such Lender, with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by the Borrower or a new Loan to the Borrower.

(c) Register. The Administrative Agent shall, acting solely for this purpose as an agent of the Borrower, maintain at its office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, an Obligor or any Affiliate of an Obligor) (each, a "Participant") in all or a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) 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. Voting rights of Participants as between a Participant and a Lender in the relevant participation agreement shall (i) be limited to matters in respect of (a) increases in Commitments of the relevant Lender, (b) reductions of principal, interest or fees payable to such Lender, (c) extensions of final maturity or scheduled amortizations of Loans or Commitments in which such Participant participates and (d) releases of all or substantially all of the value of the Security, and (ii) for clarification purposes, shall not include the right to vote on waivers of Defaults or Events of Default. Any payment by a Participant to a Lender in connection with a sale of a participation shall not be or be deemed to be a repayment by the Borrower or a new Loan to the Borrower.

Subject to paragraph (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of and be bound by the obligations under Sections 12.1, 12.2 (subject to the requirements and limitations therein, including the requirements under Section 12.2(e) (it being understood that the documentation required by Section 12.2(e) shall be delivered to the participating Lender)) and 12.3, to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by Applicable Law, each Participant also shall be entitled to the benefits of Section 13.8 as though it were a Lender, provided such Participant agrees to be subject to Section 11.17 as though it were a Lender.

(e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 12.1 and 12.2 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.

(f) Participant Register. In the event the Borrower is a U.S. Person, each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant's interest in the Loans or other obligations hereunder or under the Loan Documents (the "Participant Register"); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and the Borrower notifies the Administrative Agent in writing that such disclosure is required and confirms the required form for registration. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

(g) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, but no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Section 13.20 Confidentiality.

Each of the Administrative Agent, the Lenders, the L/C Issuer and the Swing Line Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates' directors, officers, employees and agents, including accountants, legal counsel and other advisors to the extent any such Person has a need to know such Information (it being understood that the Persons to whom such disclosure is made will first be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any governmental or regulatory authority, (c) to the extent required by Applicable Laws or regulations or by any subpoena, court order or similar 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 suit, 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 any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement, (g) subject to an agreement containing provisions substantially the same as those of this Section, to any pledgee of a Lender, in respect of a pledge permitted by Section 2.3(b) of this Agreement, (h) subject to an agreement containing provisions substantially the same as this Section, to any Lender's equity investors, (i) with the prior written consent of the Borrower, (j) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section or (B) becomes available to the Administrative Agent, any Lender or the L/C Issuer on a non-confidential basis from a source other than the Borrower or any other Obligor or any of their directors, officers, employees or agents, including accountants, legal counsel and other advisors, (k) to rating agencies if requested or required by such agencies in connection with a rating relating to the Loans or Commitments hereunder, (l) subject to an agreement containing provisions substantially the same as those of this Section 13.20, to any direct, indirect, actual or prospective counterparty (and its advisor) to any swap, derivative or securitization transaction related to the obligation under this Agreement, (m) to entities which compile and publish information about the syndicated loan market, provided that only basic information about the pricing and structure of the transaction evidenced hereby may be disclosed pursuant to this subsection (m), or (n) subject to an agreement containing provisions substantially the same as those of this Section 13.20, to any individual. For purposes of this Section, "Information" means all information received from the Borrower or any of the other Obligors or from any other Person on behalf of the Borrower or any other Obligor relating to the Borrower or any other Obligor or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a non-confidential basis prior to disclosure by the Borrower or any of the other Obligors or from any other Person on behalf of the Borrower or any of the other Obligors. This Section 13.20 shall survive for one (1) year after the termination of all of the Commitments and the payment of all Obligations due hereunder.

Notwithstanding any contrary provision of this Section 13.20, each Lender shall have the right, at its own expense, to publicize its participation in the Loans and the transactions contemplated in this Agreement and the other Loan Documents through industry standard methods including, without limitation, tombstone advertisements and press releases; and the Obligors hereby consent to (i) the publication by HSBC as lead arranger (in such capacity, the "Lead Arranger"), at its own expense, of advertising materials relating to the financing transactions contemplated by this Agreement, including a summary of such financing transactions, using such Obligor's name, product photographs, logo and/or trademarks. In addition, the Lead Arranger and its Affiliates may post any of the foregoing information, including a customary "tombstone" on their websites; and (ii) the Lead Arranger may, upon the closing of the Credits, inform league table services, such as Thomson Reuters, Bloomberg and their respective Affiliates, with respect to the relevant deal characteristics relating to the Credits (including the name of the Borrower) so long as all information that is so disclosed is true and accurate. Each of the Borrower acknowledges and agrees that the Lead Arranger shall be entitled to determine, in its discretion, whether to publish or use such information as aforesaid; that no compensation will be payable by the Lead Arranger resulting therefrom; and that the Lead Arranger shall have no liability whatsoever to the Obligors or any of their respective employees, officers, directors, Affiliates or shareholders in obtaining and using such information in accordance with this Section 13.20.

Section 13.21 Canadian Anti-Money Laundering Legislation.

(a) The Borrower acknowledges that, pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable Canadian anti-money laundering, anti-terrorist financing, government sanction and "know your client" laws (collectively, including any guidelines or orders thereunder, "AML Legislation"), the Lenders, the L/C Issuer and the Administrative Agent may be required to obtain, verify and record information regarding the Borrower and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Borrower, and the transactions contemplated hereby and in that regard, without limiting the generality of the foregoing, may require that the authorized signing officers of the Borrower who will be signing this Agreement, and other Loan Documents (each, a "signatory") shall have made themselves available to the Administrative Agent in person, and shall have produced to the Administrative Agent a minimum of two unexpired identification documents (at least one of which must be a birth certificate, driver's license, passport, provincial health insurance card, if permitted by the applicable provincial law, or other government-issued document) and permitted examination and the making of copies of same with a view to the Administrative Agent gathering the full names of, and the dates of birth of each such signatory, the type of identification document examined, the reference numbers of each of the identification documents examined (collectively, the "Personal Information") and such Personal Information (together with photocopies of each identification document examined) shall have been provided to the Administrative Agent on or prior to the Closing Date. The Borrower shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender, the L/C Issuer or the Administrative Agent, or any prospective assignee or participant of a Lender, the L/C Issuer or the Administrative Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence.

(b) If the Administrative Agent has ascertained the identity of the Borrower or any authorized signatories of the Borrower for the purposes of applicable AML Legislation, then the Administrative Agent:

• (i) shall be deemed to have done so as an agent for each Lender and the L/C Issuer (and to hold on behalf of the Lenders and the L/C Issuer for their review upon reasonable request from time to time), and this Agreement shall constitute a "written agreement" in such regard between each Lender, the L/C Issuer and the Administrative Agent within the meaning of the applicable AML Legislation; and
• (ii) shall provide to each Lender and the L/C Issuer copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness.

Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders and the L/C Issuer agrees that the Administrative Agent does not have any obligation to ascertain the identity of the Borrower or any authorized signatories of the Borrower on behalf of any Lender or the L/C Issuer, or to confirm the completeness or accuracy of any information it obtains from the Borrower or any such authorized signatory in doing so.

Section 13.22 USA Patriot Act.

Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Patriot Act") hereby notifies the Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Patriot Act.

[signature pages follow]

Administrative Agent:

HSBC BANK CANADA, as Administrative Agent

Title: Authorized Signatory

HSBC BANK CANADA, as a Lender

Name: Title:

Name:

Title:

Attention:	Agency Administrator
Fax:
Email:

an earlier date, in which case they were true and correct in all material respects as of such date); and

1. no Default or Event of Default has occurred and is continuing or would result from such Proposed Borrowing.

Very truly yours,

QUARTERHILL ITS INC.

By: _____
Name:
Title:

1. no Default or Event of Default has occurred and is continuing or would result from such Proposed Borrowing.

Very truly yours,

QUARTERHILL ITS INC.

By: ___________________________________ Name: Title:

Attention:	Agency Administrator
Fax:
Email:

priority Lien (other than Permitted Liens), is in the aggregate ______ % of the consolidated Assets of the Borrower (including the Excluded Subsidiaries).

• 1. The revenue of the Borrower together with the revenue of each other Obligor accounts for, in the aggregate, ______ % of the consolidated revenue of the Borrower (including the Excluded Subsidiaries).
• 1. The EBITDA of the Borrower (on an unconsolidated basis) together with the EBITDA of each of other Obligor accounts for, in the aggregate, ______ % of the consolidated EBITDA of the Borrower (including the Excluded Subsidiaries.

[Remainder of page is intentionally blank; signature page follows]

Certified this _____________ day of ________________, _______.

QUARTERHILL ITS INC.

By: ___________________________________ Name: Title:

Exhibit A

Fixed Charge Coverage Ratio Calculation

Exhibit B

Senior Leverage Ratio Calculation

EXHIBIT D

Form of BA Equivalent Note

[insert date]

FOR VALUE RECEIVED, the undersigned hereby promises to pay to the order of [name of Non-BA Lender] at its office at [insert address from Credit Agreement], the sum of Dollars (\$ ) in lawful money of Canadian on [insert

date of maturity] without interest.

[insert entity name]

By: _____
Name:
Title:

EXHIBIT E

ASSIGNMENT AND ASSUMPTION

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"), receipt of a copy of which is hereby acknowledged by the Assignee. 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 inserted by the Administrative Agent as contemplated 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 to the extent related to the amount and percentage interest identified 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, guarantees, and swingline loans 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.

• 1. Assignor:
• 1. Assignee:

[and is an Affiliate/Approved Fund of [identify Lender]]

• 1. Borrower: Quarterhill ITS Inc.
• 1. Administrative Agent: HSBC Bank Canada, as the administrative agent under the Credit Agreement
• 1. Credit Agreement: The Credit Agreement dated as of September 1, 2021 among Quarterhill ITS Inc., as borrower, the financial institutions party thereto, as Lenders, and HSBC Bank Canada, as Administrative Agent.

6. Assigned Interest:

Facility Assigned	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans	CUSIP Number
	\$	\$	%
	\$	\$	%
	\$	\$	%

1. Trade Date:

Effective Date: ___________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR [NAME OF ASSIGNOR]

By:

ASSIGNEE [NAME OF ASSIGNEE]

By:

Title:

Title:

[Consented to and] Accepted:

HSBC BANK CANADA, as Administrative Agent

By

Title:

[Consented to:]

[NAME OFBORROWER]

By

Title:

ANNEX 1 to Assignment and Assumption

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. 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; and (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 Borrowers, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrowers, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

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 Eligible 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, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.3 thereof, as applicable, 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 (v) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; 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.

1. 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 Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.

2. 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 facsimile 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.

Attention:	Agency Administrator
Fax:
Email:

SCHEDULE 1

Commitments

	Revolving Credit Facility (US\$)*			Term Credit Facility (US\$)
HSBC Bank Canada	\$	10,000,000.00	\$	35,000,000.00
Total	\$	10,000,000.00	\$	35,000,000.00
*Inclusive of Swing Line Sublimit