Tiny Ltd. — Capital/Financing Update 2023

Apr 20, 2023

CREDIT AGREEMENT

dated as of

MAY 20, 2022

among

META HOLDINGS LTD.

as Borrower

and

THE LENDERS FROM TIME TO TIME PARTIES HERETO

as Lenders

and

NATIONAL BANK OF CANADA

as Administrative Agent and Issuing Bank

and

NATIONAL BANK FINANCIAL MARKETS INC.

as Sole Lead Arranger and Sole Bookrunner

ARTICLE 1	DEFINITIONS1
1.1	Definitions.1
1.2	Classification of Loans and Borrowings43
1.3	Terms Generally.43
1.4	Québec Matters43
1.5	Accounting Terms; GAAP44
1.6	Time45
1.7	Third Party Beneficiaries45
1.8	Rates.45
ARTICLE 2	THE REVOLVING CREDIT46
2.1	Commitments46
2.2	Loans and Borrowings.47
2.3	Requests for Borrowings.47
2.4	Funding of Borrowings49
2.5	Interest and Acceptance Fees49
2.6	Termination and Reduction of Commitments; Extensions.	52
2.7	Repayment of Loans.53
2.8	Evidence of Debt.53
2.9	Prepayments54
2.10	Fees55
2.11	Bankers' Acceptances56
2.12	Alternate Rate of Interest58
2.13	Increased Costs; Illegality64
2.14	Break Funding Payments.66
2.15	Taxes66
2.16	Payments Generally; Pro Rata Treatment; Sharing of Set-offs.	67
2.17	Currency Indemnity.70
2.18	Mitigation Obligations; Replacement of Lenders70
2.19	Letters of Credit71
2.20	Swingline Loans.75
2.21	Defaulting Lenders.77
ARTICLE 3	REPRESENTATIONS AND WARRANTIES80
3.1	Representations and Warranties of the Borrower.80
ARTICLE 4	CONDITIONS88
4.1	Effective Date.88
4.2	Each Credit Event.90

ARTICLE 5	AFFIRMATIVE COVENANTS91
5.1	Covenants91
ARTICLE 6	NEGATIVE COVENANTS99
6.1	Negative Covenants.99
ARTICLE 7	EVENTS OF DEFAULT104
7.1	Events of Default.104
7.2	Rebalancing.109
ARTICLE 8	THE ADMINISTRATIVE AGENT109
8.1	Appointment of Administrative Agent.109
8.2	Secured Parties109
8.3	Limitation of Duties of Administrative Agent110
8.4	Lack of Reliance on the Administrative Agent110
8.5	Certain Rights of the Administrative Agent.111
8.6	Reliance by Administrative Agent111
8.7	Indemnification of Administrative Agent111
8.8	The Administrative Agent in its Individual Capacity.112
8.9	May Treat Lender as Owner.112
8.10	Successor Administrative Agent112
8.11	No Independent Legal Action112
8.12	Sole Lead Arranger113
8.13	Québec Security113
8.14	Erroneous Payments by the Administrative Agent114
ARTICLE 9	MISCELLANEOUS117
9.1	Notices.117
9.2	Waivers; Amendments120
9.3	Expenses; Indemnity; Damage Waiver122
9.4	Successors and Assigns.124
9.5	Anti-Money Laundering Legislation.126
9.6	Acknowledgement and Consent to Bail-In of Affected Financial Institutions.	127
9.7	Survival127
9.8	Execution.127
9.9	Entire Agreement128
9.10	Severability.128
9.11	Right of Set Off128
9.12	Governing Law.129

9.13	Attornment129
9.14	Service of Process129
9.15	WAIVER OF JURY TRIAL129
9.16	Confidentiality; Press Releases and Public Announcements129
9.17	No Strict Construction.130
9.18	Release of Security.130
9.19	Paramountcy.131
9.20	Excluded Swap Obligations131
9.21	No Advisory or Fiduciary Responsibility132
9.22	Acknowledgement Regarding Any Supported QFCs.132
9.23	LIMITATION OF LIABILITY.133

TABLE OF CONTENTS (continued)

Exhibits:

Exhibit A	-	Form of Additional Commitment Agreement
Exhibit B	-	Form of Borrowing Request
Exhibit C	-	Form of Compliance Certificate
Exhibit D	-	Form of Assignment and Assumption Agreement

Schedules:

Schedule 1.1(A)	-	Initial Security Documents
Schedule 2.1	-	Lenders and Revolving Credit Commitments
Schedule 3.1(5)	-	Litigation
Schedule 3.1(10)	-	Real Property
Schedule 3.1(12)	-	Pension Plans
Schedule 3.1(14)	-	Casualty Events
Schedule 3.1(15)	-	Subsidiaries
Schedule 3.1(19)	-	Environmental Matters
Schedule 3.1(20)	-	Employee Matters
Schedule 3.1(24)	-	Bank Accounts
Schedule 5.1(8)	-	Post-Closing Requirements
Schedule 5.1(11)	-	Security Principles
Schedule 6.1(11)	-	Restrictive Agreements
Schedule 9.1	-	Lender and Issuing Bank Contact Information

Page

CREDIT AGREEMENT

THIS CREDIT AGREEMENT dated as of May 20, 2022 is made among Meta

Holdings Ltd., as borrower, the lenders from time to time parties hereto, National Bank of Canada, as administrative agent and issuing bank, and National Bank Financial Markets Inc., as sole lead arranger and sole bookrunner.

RECITALS

WHEREAS the Lenders have agreed to provide certain credit facilities to the Borrower;

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by each party hereto, the parties hereto agree as follows:

ARTICLE 1 DEFINITIONS

1.1 Definitions.

In this Agreement:

"Acceptance Fee" means a fee payable by the Borrower to the Administrative Agent for the account of a Lender in Canadian Dollars with respect to the acceptance of a B/A or the making of a B/A Equivalent Loan, calculated on the face amount of the B/A or the B/A Equivalent Loan at a rate per annum equal to the Applicable Margin in effect at the time of such B/A Borrowing on the basis of the actual number of days in the applicable Contract Period (including the date of acceptance and excluding the date of maturity) and a year of 365 days, (it being agreed that the Applicable Margin in respect of a B/A Equivalent Loan is equivalent to the Applicable Margin otherwise applicable to the B/A Borrowing which has been replaced by the making of such B/A Equivalent Loan pursuant to Section 2.11(8)).

"Acquisition" means any transaction, or any series of related transactions, consummated after the Closing Date, by which any Credit Party directly or indirectly, by means of a takeover bid, tender offer, amalgamation, merger or other business combination, plan of arrangement, purchase of assets, joint venture or otherwise:

• (a) acquires any business (including any division of a business) or all or substantially all of the assets of any Person engaged in any business;
• (b) acquires control of securities of a Person engaged in a business representing more than 50% of the ordinary voting power for the election of directors or other governing position if the business affairs of such Person are managed by a board of directors or other governing body;
• (c) acquires control of more than 50% of the ownership interest in any Person engaged in any business that is not managed by a board of directors or other governing body; or
• (d) otherwise acquires Control of a Person engaged in a business.

"Acquisition Cost" means, with respect to any Acquisition, the aggregate amount of consideration (including Earn-Out Obligations as determined in good faith at the time of such Acquisition based upon reasonably developed projections) paid or payable in exchange for the subject-matter of such Acquisition; provided that (i) the amount of any non-cash consideration shall be equal to its Fair Market Value as at the time of such Acquisition, and (ii) the amount of any Investment made by a Credit Party since the Closing Date in the applicable Target shall be included in its Acquisition Cost.

"Additional Commitment Agreement" means an agreement in the form of Exhibit A, appropriately completed.

"Additional Commitment" has the meaning set out in Section 2.1(2)(a).

"Adjusted Term SOFR" means, for purposes of any calculation, the rate per annum equal to:

• (a) Term SOFR for such calculation; plus
• (b) the Term SOFR Adjustment;

provided that if Adjusted Term SOFR as so determined is less than the Floor then Adjusted Term SOFR shall be deemed to be the Floor.

"Administrative Agent" means National Bank of Canada, in its capacity as administrative agent for the Lenders hereunder, or any successor Administrative Agent appointed pursuant to Section 8.10.

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

"Affected Financial Institution" means (a) any EEA Financial Institutions or (b) any UK Financial Institution.

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

"Agent Parties" has the meaning set out in Section 9.1(6)(b).

"Agreement" means this credit agreement and all the Exhibits and the Schedules attached hereto.

"AML Legislation" means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable anti-money laundering, anti-terrorist financing, government sanction and "know your client" applicable Laws, whether within Canada or elsewhere, including any regulations, guidelines or orders thereunder.

"Ancillary Secured Debt Cap" means, at any time, an amount equal to the greater of:

• (a) Cdn.$1,000,000; and
• (b) an amount equal to 5% of Total Assets as at such time.

"Anti-Corruption Laws" means all laws, rules, and regulations of any jurisdiction applicable to the Credit Parties and their Affiliates from time to time concerning or relating to bribery or corruption, including without limitation the Corruption of Foreign Public Officials Acts (Canada) and the Criminal Code (Canada), the U.S. Foreign Corrupt Practices Act, and the U.K. Bribery Act 2010

"Applicable Margin" means the applicable rate per annum, expressed as a percentage, set out in
the relevant column and row of the table below,

Level	Leverage Ratio	B/A Borrowing, SOFRLoanor FinancialLetter of Credit	Canadian PrimeLoan or BaseRate Loan	Non-FinancialLetter ofCredit	StandbyFee
I	[Redacted]	[Redacted]	[Redacted]	[Redacted]	[Redacted]
II	[Redacted]	[Redacted]	[Redacted]	[Redacted]	[Redacted]
III	[Redacted]	[Redacted]	[Redacted]	[Redacted]	[Redacted]
IV	[Redacted]	[Redacted]	[Redacted]	[Redacted]	[Redacted]
V	[Redacted]	[Redacted]	[Redacted]	[Redacted]	[Redacted]

As of the Closing Date, the initial Applicable Margin shall be based upon Level I. Thereafter, the Applicable Margin shall change (to the extent necessary, if any) on each date on which the financial statements and Compliance Certificate of the Borrower are delivered to the Administrative Agent pursuant to Section 5.1(1) to reflect any change in the Leverage Ratio on the date of such financial statements, based upon the financial statements for the immediately preceding Rolling Period, or if such delivery date is not a Business Day, then the first Business Day thereafter; provided that, with respect to any Bankers' Acceptance outstanding on the effective date of any such change in Applicable Margin, any change in the Applicable Margin with respect thereto shall become applicable thereto only upon the next rollover or conversion of such Bankers' Acceptance after such change. Notwithstanding the foregoing, if at any time the Borrower fails to deliver financial statements and the certificate of the Borrower as required by Section 5.1(1) on or before the date required pursuant to Section 5.1(1) (without regard to grace periods), the Applicable Margin shall be the highest margins provided for in the above grid from the date such financial statements are due pursuant to Section 5.1(1) (without regard to grace periods) through the date the Administrative Agent receives all financial statements and certificates that are then due pursuant to Section 5.1(1).

"Applicable Percentage" means, in respect of any Lender at any time, the percentage of the Revolving Credit which such Lender has agreed to make available to the Borrower at such time, determined by dividing such Lender's Revolving Credit Commitment by the Total Revolving Credit Commitments; provided that, when a Defaulting Lender exists, "Applicable Percentage" shall be determined without reference to any Revolving Credit Commitment of such Defaulting Lender. If any Revolving Credit Commitments have terminated or expired, the Applicable Percentages in respect of the terminated or expired Revolving Credit Commitments shall be determined based upon the relevant Revolving Credit Commitments most recently in effect (prior to their termination or expiry), giving effect to any assignments and to any Lender's status as a Defaulting Lender at the time of determination.

"Approved Electronic Platform" has the meaning assigned to it in Section 9.1(6)(a).

"Asset Coverage Deadline Date" means the earlier of:

• (a) the date falling 90 days after the Closing Date; and
• (b) the date on which any Acquisition of Thrive Digital Ltd. or all or substantially all of its assets is consummated.

"Asset Coverage Percentage" means an amount equal to:

• (a) the aggregate gross assets of the Credit Parties, determined on a combined basis and excluding all intra-Group Party items and Investments in any Group Party; divided by
• (b) Total Assets; multiplied by
• (c) 100%.

"Asset Disposition" means, with respect to any Person, (i) the sale, lease, license, transfer, assignment or other disposition of, or (ii) the expropriation, condemnation, destruction or other loss of (the items in this clause (ii) being an "Involuntary Asset Disposition"), all or any portion of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one transaction or a series of transactions, other than (a) inventory sold in the ordinary course of business upon customary credit terms, (b) sales of worn-out, scrap or obsolete personal property which is no longer used or useful in carrying on the Business, (c) leases of real property or personal property (under which such Person is lessor) entered into in the ordinary course of business, (d) licenses granted to third parties in the ordinary course of business, (e) transactions among Credit Parties, (f) transactions among Non-Credit Party Subsidiaries, (g) transactions that constitute Permitted Investments or any redemption or repayment thereof, (h) transactions that constitute Restricted Payments permitted hereunder or (i) cash expenditures made to complete any transaction permitted hereunder.

"Asset Disposition Cap" means, with respect to any Fiscal Year, an amount equal to the greater of:

• (a) Cdn.$1,000,000; and
• (b) an amount equal to 5% of Total Assets as at the end of the immediately preceding Fiscal Year.

"Assignment and Assumption" means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.4), and accepted by the Administrative Agent, in the form of Exhibit D or any other form (including electronic records generated by the use of an Approved Electronic Platform) approved by the Administrative Agent.

"Authorization" means, with respect to any Person, any authorization, order, permit, approval, grant, licence, consent, right, franchise, privilege, certificate, judgment, writ, injunction, award, determination, direction, decree, by-law, rule or regulation of any Governmental Authority having jurisdiction over such Person or its property, whether or not having the force of Law (but if not having the force of Law, compliance therewith is generally regarded as mandatory by the Persons to which it applies).

"B/A Borrowing" means a Borrowing comprised of one or more Bankers' Acceptances or, as applicable, B/A Equivalent Loans. For greater certainty, unless the context requires otherwise, all provisions of this Agreement which are applicable to Bankers' Acceptances are also applicable, mutatis mutandis, to B/A Equivalent Loans.

"B/A Equivalent Loan" has the meaning set out in Section 2.11(8).

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

"Bail-In Legislation" means:

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

"Bankers' Acceptance" and "B/A" mean an instrument denominated in Canadian Dollars, drawn by the Borrower and accepted by a Lender in accordance with this Agreement, and includes a "depository note" within the meaning of the Depository Bills and Notes Act (Canada) and a bill of exchange within the meaning of the Bills of Exchange Act (Canada).

"Base Rate" means, on any day, the annual rate of interest equal to the greater of (a) the annual rate of interest announced by the bank that is the Administrative Agent and in effect as its base rate at its principal office in Toronto, Ontario on such day for determining interest rates on U.S. Dollar-denominated commercial loans made in Canada, (b) the Federal Funds Rate on such day plus [Redacted], and (c) Adjusted Term SOFR on such day (based upon a one-month Interest Period) plus [Redacted]; provided that, if the Base Rate as so determined is less than the Floor, then the Base Rate shall be deemed to be the Floor.

"Base Rate Borrowing" means a Borrowing comprised of one or more Base Rate Loans.

"Base Rate Loan" means a Loan denominated in U.S. Dollars which bears interest at a rate based upon the Base Rate.

"BHC Act Affiliate" of a party means an "affiliate" (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

"BIA" means the Bankruptcy and Insolvency Act (Canada).

"Borrower" means Meta Holdings Ltd., existing at the Closing Date as a British Columbia corporation.

"Borrowing" means any availment of any of the Credits, and includes any Loan, the issuance of a Letter of Credit (or any amendment thereto or renewal or extension thereof) and a rollover or conversion of any outstanding Loan.

"Borrowing Request" has the meaning set out in Section 2.3(1).

"Business" means (a) the provision of interface product design, engineering, marketing and research services, and (b) any business that is the same, similar or otherwise reasonably related, ancillary or complementary thereto or in extension thereof.

"Business Day" means any day that is not (a) a Saturday, Sunday or holiday (as defined in the Interpretation Act (Canada)) in Toronto, Ontario, or (b) in the case of any U.S. Dollardenominated Borrowing, any other statutory holiday in New York, New York; provided that, in the case of a SOFR Borrowing, a "Business Day" shall exclude any day that is not a U.S. Government Securities Business Day.

"Canadian $ Amount" means, on any day, in relation to any Loans or Letters of Credit, the sum of (a) the amount of all such Loans and Letters of Credit that are denominated in Canadian Dollars, and (b) the Equivalent Amount of all such Loans and Letters of Credit that are expressed in U.S. Dollars.

"Canadian Dollars" and "Cdn.$" refer to lawful currency of Canada.

"Canadian Prime Borrowing" means a Borrowing comprised of one or more Canadian Prime Loans.

"Canadian Prime Loan" means a Loan denominated in Canadian Dollars which bears interest at a rate based upon the Canadian Prime Rate.

"Canadian Prime Rate" means, on any day, the annual rate of interest equal to the greater of (a) the annual rate of interest announced by the bank that is the Administrative Agent and in effect as its prime rate at its principal office in Toronto, Ontario on such day for determining interest rates on Canadian Dollar-denominated commercial loans in Canada, and (b) the annual rate of interest equal to the sum of (i) the one-month CDOR Rate in effect on such day, plus (ii) [Redacted]%; provided that if the Canadian Prime Rate is at any time less than zero, the Canadian Prime Rate shall be deemed to be zero for the purposes of this Agreement.

"Capital Adequacy Guideline" means the capital adequacy requirements from time to time specified by the Office of the Superintendent of Financial Institutions (or any successor Canadian Governmental Authority performing the functions and exercising the powers performed and exercised by the Office of the Superintendent of Financial Institutions) and published by it as one or more guidelines for Canadian banks.

"Capital Lease" means a lease, licence or other agreement conveying the right to use property, whether real or personal, which obligations are required to be classified and accounted for as a capital lease in accordance with ASPE or IAS 17 Leases, as applied in Canada from time to time, on a balance sheet or statement of financial position of a Person under GAAP and, for the purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP.

"Capital Lease Obligations" of any Person means the obligations of such Person to pay rent or other amounts under any Capital Lease, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

"Cash Balance" means, at any time, the aggregate amount of cash and Cash Equivalents of the Borrower, determined on a Consolidated basis as at such time.

"Cash Equivalents" means any of the following:

• (a) direct obligations of, or obligations, the principal of and interest on which are, unconditionally guaranteed by, the Government of Canada or of any Canadian province (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the Government of Canada or of such Canadian province), in each case maturing within one year from the date of acquisition thereof;
• (b) investments in certificates of deposit, bankers' acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of Canada or of any Canadian province which has a combined capital surplus and undivided profits of not less than Cdn.$1,000,000,000 and a senior unsecured rating of "A-" or better by S&P and "A3" or better by Moody's;
• (c) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the Government of the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the Government of the United States of America), in each case maturing within one year from the date of acquisition thereof;
• (d) marketable and freely tradeable securities evidencing direct obligations of corporations, hospitals, municipal boards or school boards having, at the date of acquisition, a rating from DBRS of A, from Moody's of A 2 or from S&P of A, in each case maturing within 180 days from the date of acquisition thereof;
• (e) mutual funds or exchange traded funds invested solely in instruments or securities referred to in any of paragraphs (a) to (d) inclusive above; or
• (f) deposits in bank accounts and credit balances in securities accounts.

"Cash Management Services" means any one or more of the following types of services or facilities provided to any Credit Party by a Lender or any Lender Affiliate: (a) ACH transactions, (b) cash management services, including controlled disbursement services, treasury, depository, overdraft, and electronic funds transfer services, (c) foreign exchange facilities, (d) credit card processing services, (e) credit or debit cards, and (f) purchase cards (but only to the extent that, prior to the occurrence and continuance of any Event of Default, the Borrower and the Credit Party issuing such purchase cards notify the Administrative Agent in writing that such purchase cards are to be deemed Cash Management Services hereunder).

"CCAA means the Companies' Creditors Arrangement Act (Canada).

"CDOR Rate" means, on any day and for any period, an annual rate of interest equal to the Canadian Dollar Offered Rate quoted by Refinitiv Benchmarks Services (UK) Limited for the applicable period as at approximately 10:15 a.m. on such day, or if such day is not a Business Day, then on the immediately preceding Business Day; provided that:

• (a) subject to Section 2.12(3), if such rate is not quoted on such day as contemplated, then the CDOR Rate on such day shall be calculated as the annual interest rate for such period applicable to Canadian Dollar bankers' acceptances offered by the bank that is the Administrative Agent for the discount of banker's acceptances issued by it as at approximately 10:20 a.m. on such day or, if such day is not a Business Day, then on the immediately preceding Business Day; and
• (b) if such rate is less than the Floor then the CDOR Rate shall be deemed to be the Floor.

"Change of Control" means:

• (a) the Permitted Holders ceasing to collectively own, legally and beneficially and free and clear of all Liens, Equity Securities representing at least the CoC Percentage of the aggregate ordinary voting power represented by the issued and outstanding Equity Securities of the Borrower;
• (b) the occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (i) nominated by the board of directors of the Borrower nor (ii) appointed by directors so nominated; or
• (c) the direct or indirect Control of the Borrower by any Person or group of Persons acting jointly or otherwise in concert, other than the Permitted Holders;

provided that, for the avoidance doubt, a Qualified IPO shall not in and of itself constitute a Change of Control. For the further avoidance of doubt, an agreement to cause any of the aforementioned events to occur shall not in and of itself result in a Change of Control, which shall only occur upon actual consummation.

"Change in Law" means (i) the adoption or taking effect of any new Law after the date of this Agreement, (ii) any change in any existing Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority after the date of this Agreement, or (iii) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law (but if not having the force of law, compliance with which is generally regarded as mandatory by the Persons to which it applies), by any Governmental Authority made or issued after the date of this Agreement.

"Close-out Amount" has the meaning set forth in the ISDA Master Agreement governing a Hedge Arrangement.

"Closing Date" means May 20, 2022, being the date on which this Agreement is executed and delivered by the parties hereto.

"CoC Percentage" means:

• (a) prior to the occurrence of a Qualified IPO, 50%; and
• (b) from and after the occurrence of a Qualified IPO, 40%.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Collateral" means the property described in and subject to the Liens, privileges, priorities and security interests purported to be created by any Security Document.

"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.

"Communications" has the meaning specified in Section 9.1(6)(b).

"Compliance Certificate" means a certificate of the Borrower in the form attached hereto as Exhibit B, signed by a Responsible Officer of the Borrower.

"Conflict of Interest" means any circumstance in which a Lender, as of the date of any Acquisition, shall have a business relationship, either directly or through a Lender Affiliate, with the applicable Target.

"Consolidated" means, when used with respect to any financial term, financial covenant, financial ratio or financial statement, such financial term, financial covenant, financial ratio or financial statement calculated, prepared or determined, as applicable, for the Borrower on a consolidated basis in accordance with GAAP.

"Contract Period" means the term of a B/A Borrowing selected by the Borrower in accordance with Section 2.3(1)(iv) commencing on the date of such B/A Borrowing and expiring on a Business Day which shall be either one month, two months or three months or such other period as may be agreed by all Lenders thereafter; provided that (a) subject to clause (b) of this definition, each such period shall be subject to such extensions or reductions as may be determined by the Administrative Agent to ensure that each Contract Period will expire on a Business Day, and (b) no Contract Period shall extend beyond the Revolving Credit Maturity Date.

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

"Credit Parties" means, collectively, the Borrower and the Guarantors, and "Credit Party" means any one of them.

"Credit Party Guarantee" means the multi-party unlimited guarantee dated as of the date hereof in favour of the Administrative Agent with respect to the Secured Liabilities of the Credit Parties.

"Covered Entity" means any of the following:

• (a) a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
• (b) a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(c) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

"Covered Party" has the meaning set out in Section 9.22.

"Currency Excess Amount" has the meaning set out in Section 2.9(1).

"DBRS" means Dominion Bond Rating Service Limited, or its successor.

"Default" means any event or condition that constitutes an Event of Default or that, upon notice, lapse of time or both, would, unless cured or waived, become an Event of Default.

"Defaulting Lender" means any Lender that (a) has failed to fund any portion of the Loans or perform its obligations under Section 2.1 within three Business Days of the date it is required to do so, unless the failure has been cured, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it under this Agreement within three Business Days of when due, unless the payment is the subject of a good faith dispute or unless the failure has been cured, (c) is an Insolvent Lender, or (d) becomes the subject of a Bail-In Action; provided that a Lender shall cease to be a Defaulting Lender when none of aforementioned criteria continue to apply to it.

"Default Right" has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

"Default Threshold Amount" means $5,000,000.

"Defined Benefit Plan" means a pension plan registered under the Income Tax Act, the Pension Benefits Act (Ontario) or any other applicable pension standards legislation which contains a "defined benefit provision", as such term is defined in subsection 147.1(1) of the Income Tax Act.

"Depreciation Expense" means, with respect to any period, the collective depreciation, depletion impairment and amortization expense of the Borrower for such period, determined on a Consolidated basis.

"Discount Proceeds" means, for any B/A (or, as applicable, any B/A Equivalent Loan), an amount (rounded to the nearest whole cent, and with one-half of one cent being rounded up) calculated on the applicable date of Borrowing by multiplying:

• (a) the face amount of the B/A (or, as applicable, the undiscounted amount of the B/A Equivalent Loan); by
• (b) the quotient of one divided by the sum of one plus the product of:
  • (i) the Discount Rate (expressed as a decimal) applicable to such B/A (or as applicable, such B/A Equivalent Loan); multiplied by
  • (ii) a fraction, the numerator of which is the Contract Period of the B/A (or, as applicable, the B/A Equivalent Loan) and the denominator of which is 365,

with such quotient being rounded up or down to the nearest fifth decimal place, and with .000005 being rounded up.

"Discount Rate" means, with respect to either a B/A for a particular Contract Period being purchased by a Lender on any day or a B/A Equivalent Loan being made by a Lender on any day, (a) for any Lender which is a Schedule I bank under the Bank Act (Canada), the CDOR Rate on such day for such Contract Period, and (b) for any other Lender, the lesser of:

• (a) the CDOR Rate on such day for such Contract Period, plus [Redacted]%; and
• (b) the interest rate per annum equivalent to the percentage discount rate quoted by such Lender as the percentage discount rate at which such Lender would, in accordance with its normal practices, at or about 10:15 a.m. on such date, be prepared to purchase Bankers' Acceptances or make B/A Equivalent Loans having a face amount and term comparable to the face amount and term of such B/A or B/A Equivalent Loan.

"Early Termination Amount" has the meaning set forth in the ISDA Master Agreement governing a Hedge Arrangement.

"EBITDA" means, for any period, an amount equal to Net Income for such period minus, to the extent included in such Net Income (but without duplication):

• (a) any non-cash income and gains (including unrealized mark-to-market gains under Hedge Arrangements); and
• (b) any extraordinary or non-recurring income and gains;

plus, to the extent deducted from such Net Income (but without duplication):

• (c) Interest Expense;

• (d) Income Tax Expense;

• (e) Depreciation Expense;

• (f) any non-cash expenses and losses (including restructuring charges, losses from discontinued operations, expensing of share options, expenses incurred in connection with the acquisition or disposal of material assets, equity losses related to non-whollyowned subsidiaries, foreign exchange translation losses, impairment charges and unrealized mark-to-market losses under Hedge Arrangements); and

• (g) subject to the prior written consent of the Required Lenders, any extraordinary or nonrecurring charges, expenses or losses;

• (h) reasonably identifiable and factually supported net cost savings expected to result from synergies following a Permitted Acquisition within twelve months thereof of up to an amount equal to 15% of EBITDA immediately following completion of such Acquisition (calculated before giving effect to this addback);

• (i) a special management fee in favour of the Sponsor of up to Cdn.$3,000,000 incurred in 2021;

• (j) at any time prior to a Qualified IPO, a general management fee in favour of the Sponsor of up to Cdn.$2,000,000 per year; and

• (k) non-recurring cash expenses relating to (i) the Transactions or (ii) any Qualified IPO of not more than the greater of (A) Cdn.$2,000,000 and (B) 8% of the proceeds to the Borrower and/or Resulting Issuer of the Qualified IPO,

all determined on a Consolidated basis; provided that:

• (l) in respect of (i) each Person which has become a Subsidiary in such period, or (ii) an Acquisition of assets in such period, EBITDA shall be determined as if (A) such Person had been a Subsidiary during the entire such period, or (B) such EBITDA producing assets had been possessed by such Person during the entire such period, as applicable; and
• (m) in respect of (i) each Person which has ceased to be a Subsidiary in such period, or (ii) a disposition or sale of assets during such period, EBITDA shall be determined as if (A) such Person had not been a Subsidiary during the entire such period, or (B) such EBITDA producing assets had not been possessed by such Person during the entire such period, as applicable.

"EBITDA Coverage Percentage" means an amount equal to:

• (a) the aggregate Subject EBITDA of the Credit Parties, determined on a combined basis and excluding all intra-Group Party items; divided by
• (b) EBITDA; multiplied by
• (c) 100%.

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

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

"EEA Resolution Authority" means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

"Electronic Signature" means an electronic sound, symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

"Eligible Assignee" means a Person to whom the whole or any part of the Loans and Revolving Credit Commitment of a Lender may be assigned pursuant to and in accordance with the terms and conditions of Section 9.4(2).

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"Environmental Laws" means all Laws relating in any way to the environment, preservation or reclamation of natural resources, the generation, use, handling, collection, treatment, storage, transportation, recovery, recycling, release, threatened release or disposal of any Hazardous Material, or to health and safety matters.

"Environmental Liability" means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities) of any Credit Party directly or indirectly resulting from or based upon (a) the violation of any Environmental Laws, (b) the generation, use, handling, collection, treatment, storage, transportation, recovery, recycling or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the environment, or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

"Equity Securities" means, with respect to any Person, any and all shares, interests, participations, rights in, or other equivalents (however designated and whether voting and nonvoting) of, such Person's capital, whether outstanding on the date hereof or issued after the date hereof, including any interest in a partnership, limited partnership or other similar Person and any beneficial interest in a trust but excluding any debt securities convertible into any of the foregoing.

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

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

"ERISA Affiliate" means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

"ERISA Event" means (a) a Reportable Event with respect to a U.S. Pension Plan; (b) the failure by the Borrower or an ERISA Affiliate to meet all applicable requirements under the U.S. Pension Funding Rules or the filing of an application for the waiver of the minimum funding standards under the U.S. Pension Funding Rules; (c) the withdrawal of the Borrower or any ERISA Affiliate from a U.S. Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a "substantial employer" as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (d) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is insolvent (within the meaning of Title IV of ERISA); (e) the filing of a notice of intent to terminate a U.S. Pension Plan, or the treatment of a U.S. Pension Plan amendment as a termination under Section 4041 of ERISA; (f) the institution by the PBGC of proceedings to terminate a U.S. Pension Plan; (g) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a

trustee to administer, any U.S. Pension Plan; (h) the determination that any U.S. Pension Plan is in at-risk status (within the meaning of Section 430 of the Code or Section 303 of ERISA) or that a Multiemployer Plan is in endangered or critical status (within the meaning of Section 432 of the Code or Section 305 of ERISA); (i) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate; (j) the imposition of a lien upon a Credit Party pursuant to Section 430(k) of the Code or Section 303(k) of ERISA; or (k) the making of an amendment to a U.S. Pension Plan that would result in the posting of bond or security under Section 436(f)(1) of the Code, to the extent that any such event in clauses (a) through (k) has resulted in or would reasonably be expected to result in a current liability of the Borrower under Title IV of ERISA to the U.S. Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Default Threshold Amount and such current liability is not paid before it becomes overdue.

"Erroneous Payment" has the meaning assigned to it in Section 8.14(1).

"Erroneous Payment Deficiency Assignment" has the meaning assigned to it in Section 8.14(4).

"Erroneous Payment Impacted Facilities" has the meaning assigned to it in Section 8.14(4).

"Erroneous Payment Return Deficiency" has the meaning assigned to it in Section 8.14(4).

"Erroneous Payment Subrogation Rights" has the meaning assigned to it in Section 8.14(4).

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

"Events of Default" has the meaning set out in Section 7.1.

"Excluded Property" has the meaning set out in the GSA.

"Excluded Swap Obligation" means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of a guarantee of such Guarantor of, or the grant by such Guarantor of a Lien to secure, such Swap Obligation (or any guarantee thereof) is or has become 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), including by virtue of such Guarantor's failure for any reason to constitute an "eligible contract participant" as defined in the Commodity Exchange Act and the regulations thereunder at the time such guarantee or Lien 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 Lien is or becomes illegal.

"Excluded Taxes" in relation to any Secured Party means (i) any withholding Taxes imposed under FATCA, (ii) any Taxes now or hereafter imposed on (or measured by) net income or net profits, branch income or branch profits of that Secured Party or franchise taxes imposed on that Secured Party by any jurisdiction by reason of the Secured Party (A) being organized under the laws of such jurisdiction, or (B) having any other present or former connection with such

jurisdiction (other than any connection arising solely from executing, delivering, being a party to, performing its obligations under, receiving payments under, receiving or perfecting a security interest under, or enforcing, any Loan Document or having engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan Document), (iii) any Canadian withholding Taxes arising as a result of (Y) the Secured Party not dealing at arm's length (within the meaning of the Income Tax Act (Canada)) with any Credit Party, except where the non-arm's length relationship arises as a result of the Secured Party having become a party to, received or perfected a security interest under or received or enforced any rights under, any Loan Document, or (Z) the Secured Party being a "specified non-resident shareholder" (as defined in subsection 18(5) of the Income Tax Act (Canada)) of any Credit Party or not dealing at arm's length (for the purposes of the Income Tax Act (Canada)) with a "specified shareholder" (as defined in subsection 18(5) of the Income Tax Act (Canada)) of any Credit Party, other than where the Secured Party is a "specified non-resident shareholder" of a Credit Party or does not deal at arm's length with a "specified shareholder" of a Credit Party by virtue of the Secured Party having become a party to, received or perfected a security interest under or received or enforced any rights under, any Loan Document, and (iv) any Tax imposed solely as a result of a failure by such Secured Party to comply with Section 2.15(6).

"Existing Non-Bank Accounts" means:

• (a) Securities Account no. [Redacted] maintained by [Redacted] in the name of MetaLab Design;
• (b) Securities Account no. [Redacted] maintained by [Redacted] in the name of MetaLab Design;
• (c) Futures Account no. [Redacted] maintained by [Redacted] in the name of MetaLab Design; and
• (d) the Futures Account maintained by [Redacted] in the name of MetaLab Design.

"Extension Date" has the meaning set out in Section 2.6(3).

"Extension Request" has the meaning set out in Section 2.6(3).

"Fair Market Value" means (a) with respect to any asset or group of assets (other than a Marketable Security) at any date, the value of the consideration obtainable in a sale of such asset at such date assuming a sale by a willing seller to a willing purchaser dealing at arm's length and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset, as determined by the board of directors of the Borrower, acting reasonably, or, if such asset shall have been the subject of a relatively contemporaneous appraisal by an independent third party appraiser, the basic assumptions underlying which have not materially changed since its date, the value set out in such appraisal, and (b) with respect to any Marketable Security at any date, the closing sale price of such Marketable Security on the Business Day next preceding such date, as quoted on any recognized securities exchange or, if there is no such closing sale price of such Marketable Security, the final price for the purchase of such Marketable Security at face value quoted on such Business Day by a financial institution of recognized standing selected by the Administrative Agent which regularly deals in securities of such type.

"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 applicable intergovernmental agreements between a non-United States jurisdiction and the United States with respect thereto and any law, regulations, or other official guidance enacted in a non-United States jurisdiction relating to an intergovernmental agreement related thereto, and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

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

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

"Fee Letter" means the letter dated as of May 20, 2022 among the Sole Lead Arranger, the Administrative Agent and the Borrower relating to the payment of certain arrangement, syndication and other fees.

"Financial Letter of Credit" means a Letter of Credit that serves as a payment guarantee of a Person's financial obligations and is treated as a direct credit substitute for the purposes of the Capital Adequacy Guideline. For the avoidance of doubt, any Letter of Credit which serves as a guarantee of a Person's performance obligations (other than financial obligations) and is treated as a transaction-related contingency for purposes of the Capital Adequacy Guideline shall not be a Financial Letter of Credit.

"Fiscal Quarter" means any fiscal quarter of the Borrower.

"Fiscal Year" means any fiscal year of the Borrower.

"Floor" means a rate of interest equal to 0%.

"Futures Account" has the meaning set out in the GSA.

"GAAP" means, with respect to any Person, generally accepted accounting principles in Canada as in effect from time to time with respect to such Person, including International Financial Reporting Standards.

"Governmental Authority" means the Government of Canada, any other nation or any political subdivision thereof, whether provincial, state, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank, fiscal or monetary authority or other authority regulating financial institutions, and any other entity or supra-national body exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including the Bank Committee on Banking Regulation and Supervisory Practices of the Bank of International Settlements, the European Union and the European Central Bank.

"Group Parties" means, collectively the Credit Parties and all other Subsidiaries, and "Group Party" means any one of them.

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"GSA" means the multi-party general security agreement dated as of the date hereof between each Credit Party from time to time party thereto and the Administrative Agent for the benefit of the Secured Parties constituting a first-priority Lien (subject to Permitted Liens) over all present and future property (both real and personal) of each grantor (other than Excluded Property), including (to the extent provided for therein) all Equity Securities in which each grantor has any right, title or interest.

"Guarantee" of or by any Person (in this definition, the "guarantor") means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other payment obligation of any other Person (in this definition, the "primary credit party") in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect:

• (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other payment obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof (whether in the form of a loan, advance, stock purchase, capital contribution or otherwise);
• (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other payment obligation of the payment thereof;
• (c) to maintain working capital, equity capital solvency, or any other balance sheet, income statement or other financial statement condition or liquidity of the primary credit party so as to enable the primary credit party to pay such Indebtedness or other payment obligation;
• (d) as an account party in respect of any letter of credit or letter of guarantee issued to support such Indebtedness or other obligation;
• (e) to make take-or-pay or similar payments, if required, regardless of non-performance by any other party or parties to an agreement; or

to purchase, sell or lease (as lessor or lessee) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss.

The term Guarantee shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee in respect of Indebtedness shall be deemed to be an amount equal to the stated or determinable amount of the related Indebtedness (unless the Guarantee is limited by its terms to a lesser amount, in which case to the extent of such amount) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof.

"Guarantor" means any Person, other than the Borrower, that has entered into, or acceded to, the Credit Party Guarantee. As of the Closing Date, the only Guarantor is MetaLab Design. For the avoidance of doubt, the Limited Recourse Guarantors are not Guarantors.

"Hazardous Materials" means any substance, product, liquid, waste, pollutant, chemical, contaminant, insecticide, pesticide, gaseous or solid matter, organic or inorganic matter, fuel, micro-organism, ray, odour, radiation, energy, vector, plasma, constituent or other material which (a) is or becomes listed, regulated or addressed under any Environmental Laws, or (b) is, or is

deemed to be, alone or in any combination, hazardous, hazardous waste, toxic, a pollutant, a deleterious substance, a contaminant or a source of pollution or contamination under any Environmental Laws, including asbestos, cyanide, petroleum and polychlorinated biphenyls, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Laws.

"Hedge Arrangement" means any derivative transaction entered into in connection with protection against, or benefit from, fluctuation in any rate or price. For the avoidance of doubt, the entry into a ISDA Master Agreement and the schedule thereto shall not in and of themselves constitute a Hedge Arrangement, but each trade documented pursuant to a confirmation entered into thereunder shall.

"Hedge Exposure" of a Person to any counterparty at any time means the Early Termination Amount, if any, as set out in the agreement governing Derivative Arrangements in effect at that time between that Person and that counterparty that is (if all such Hedge Arrangements have been early terminated) or would be (if all such Hedge Arrangements were to be early terminated) payable by that Person to that Credit Party; provided that, in determining the Hedge Exposure of a Credit Party under all Hedge Arrangements with Secured Hedge Counterparties, such Hedge Exposure shall be determined as the amount, if any, by which (1) the sum of the Early Termination Amounts, if any, owing by each Credit Party to each Secured Hedge Counterparty exceeds (2) the sum of the Hedge Exposures, if any, owing by each Secured Hedge Counterparty to each Credit Party.

"Hostile Acquisition" means a proposed Acquisition by any Credit Party in circumstances in which the Target shall not have evidenced its agreement or agreement in principle to such Acquisition by means of (a) a definitive agreement of purchase and sale, (b) a letter of intent in respect thereof, or (c) any other document, instrument, opinion or other writing satisfactory to the Lenders.

"Income Tax Act" means the Income Tax Act (Canada), as amended from time to time.

"Income Tax Expense" means, with respect to any period, the aggregate of all taxes on income of the Borrower for such period, whether current or deferred and net of any incentive or similar tax credits, determined on a Consolidated basis.

"Indebtedness" of any Person means, without duplication:

• (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind;

• (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments;

• (c) [intentionally deleted];

• (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person;

• (e) all obligations of such Person in respect of the deferred purchase price of property or services;

• (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness 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 Indebtedness secured thereby has been assumed;

• (g) all Guarantees by such Person of Indebtedness of others;

• (h) all Capital Lease Obligations of such Person;

• (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guarantee;

• (j) all obligations, contingent or otherwise, of such Person in respect of bankers' acceptances;

• (k) all amounts due and owing under Hedge Arrangements; and

• (l) all obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value (other than for other Equity Securities) any Equity Securities of such Person, valued, in the case of redeemable Equity Securities, at the greater of the voluntary or involuntary redemption price, plus accrued and unpaid dividends, if any

provided, however, none of the following shall constitute Indebtedness: (t) current trade liabilities and current expenses (other than interest expense), (u) prepaid or deferred revenue arising in the ordinary course of business and not overdue for more than 60 days, (v) deposits by customers on trade account for goods or services purchased from a Group Party, (w) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy unperformed obligations of the seller of such asset, (x) Vendor Earn-Out Debt until such obligations become a liability on the consolidated statement of financial position of such Person in accordance with GAAP, (y) reserves for deferred taxes or general contingencies and (z) the liability of an endorser or depositor of a cheque or other payment order for collection of payment in the ordinary course of business. For the avoidance of doubt, the Indebtedness of the Borrower shall include all Loans incurred and all liabilities of the Borrower hereunder in respect of Letters of Credit issued hereunder. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a partner, general partner or limited partner) to the extent such Person is liable therefor as a result of such Person's ownership interest in or other relationship with such entity.

"Indemnified Taxes" means all Taxes other than Excluded Taxes.

"Indemnitee" has the meaning specified in Section 9.3(2).

"Initial Security Documents" means the materials described in Schedule 1.1(A).

"Insolvent Lender" means any Lender that (a) has been adjudicated as, or determined by a Governmental Authority having regulatory authority over such Person or its assets to be, insolvent, (b) becomes the subject of an insolvency, bankruptcy, dissolution, liquidation or reorganization proceeding, or (c) becomes the subject of an appointment of a receiver, receiver and manager, monitor, trustee or liquidator under the Bank Act (Canada), the Canada Deposit Insurance Corporation Act (Canada) or any applicable bankruptcy, insolvency or similar law now existing or hereafter enacted; provided that a Lender shall not be an Insolvent Lender (i) solely by

virtue of the ownership or acquisition by a Governmental Authority or instrumentality thereof of any Equity Securities in such Lender or a parent company thereof, or (ii) due to an Undisclosed Administration.

"Intellectual Property" means any industrial and intellectual property, and intellectual property rights, whether registered or not, including, patents, patent applications, trade marks, trade mark applications, trade names, service marks, copyrights, industrial designs, integrated circuit topographies, inventions (whether or not patented), franchises, get-up and trade dress, business names and other indicia of origin, plant breeders' rights, urls, domain names, tag lines, know how and trade secrets.

"Intercreditor Agreement" means any intercreditor agreement between the Secured Parties, the Credit Parties and any one or more Subordinated Creditors.

"Interest Coverage Ratio" means, with respect to any Rolling Period, the ratio of (a) EBITDA for such Rolling Period, to (b) Interest Expense for such Rolling Period.

"Interest Expense" means, with respect to any period, the interest expense of the Borrower for such period, determined on a Consolidated basis.

"Interest Payment Date" means, (a) in the case of any Canadian Prime Loan or Base Rate Loan, the first Business Day of each month, and (b) in the case of a SOFR Loan, the last day of each Interest Period relating to such SOFR Loan, provided that if an Interest Period for any SOFR Loan is of a duration exceeding 90 days, then "Interest Payment Date" shall also include each date which occurs at each 90-day interval during such Interest Period.

"Interest Period" means, with respect to a SOFR Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter, as the Borrower may elect; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the immediately succeeding Business Day, (b) no Interest Period shall extend beyond any date that any principal payment or prepayment is scheduled to be due unless the aggregate principal amount of (i) Canadian Prime Loans and Base Rate Loans, and (ii) B/A Borrowings and SOFR Borrowings which have Interest Periods or Contract Periods which will expire on or before such date, minus the aggregate amount of any other principal payments or prepayments due during such Interest Period, is equal to or in excess of the amount of such principal payment or prepayment, and (c) no Interest Period shall extend beyond the Revolving Credit Maturity Date. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a converted or continued Borrowing, thereafter shall be the effective date of the most recent conversion or rollover of such Borrowing.

"Investment" means, as applied to any Person (the "investor"), any direct or indirect:

• (a) purchase or other acquisition by the investor of Equity Securities of any other Person or any beneficial interest therein;
• (b) purchase or other acquisition by the investor of bonds, notes, debentures or other debt securities of any other Person or any beneficial interest therein;
• (c) loan or advance to any other Person, other than (i) advances to employees for expenses to be incurred in the ordinary course of business, and (ii) accounts receivable arising from

goods or services provided to such other Person in the ordinary course of the investor's business; and

(d) capital contribution by the investor to any other Person,

provided that an Acquisition shall not constitute an Investment. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment minus any amounts (i) realized upon the disposition of assets comprising an Investment (including the value of any liabilities assumed by any Person other than a Credit Party in connection with such disposition), (ii) constituting repayments of Investments that are loans or advances or (iii) constituting cash returns of principal or capital thereon (including any dividend, redemption or repurchase of equity that is accounted for, in accordance with GAAP, as a return of principal or capital).

"Investment Cap" means, at any time, an amount equal to the greater of:

• (a) Cdn.$2,000,000; and
• (b) an amount equal to 10% of Total Assets at such time.

"Involuntary Asset Disposition" has the meaning specified in the definition of "Asset Disposition".

"ISDA Master Agreement" means an agreement in the form of an ISDA Master Agreement (Multi-Currency – Cross Border) or 2002 ISDA Master Agreement, in each case, as published by ISDA, including the Schedule thereto and any Confirmation thereunder (each as defined therein).

"Issuing Bank" means National Bank of Canada, and any other Lender that agrees to act as an Issuing Bank, each in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.19(9). Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term "Issuing Bank" shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. Each reference herein to the "Issuing Bank" in connection with a Letter of Credit or other matter shall be deemed to be a reference to the relevant Issuing Bank with respect thereto.

"Laws" means all federal, provincial, municipal, foreign and international statutes, acts, codes, ordinances, decrees, treaties, rules, regulations, municipal by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards or any provisions of the foregoing, including general principles of common and civil law and equity, and all policies, practices and guidelines of any Governmental Authority, whether or not having the force of law (but if not having the force of law, compliance therewith is generally regarded as mandatory by Persons to which it applies), binding on or affecting the Person or such Person's property referred to in the context in which such word is used (including, in the case of tax matters, any accepted practice or application or official interpretation of any relevant taxation authority); and "Law" means any one or more of the foregoing.

"LC Cover", when required by this Agreement for Total LC Exposure, means either:

• (a) providing cash collateral (pursuant to documentation reasonably satisfactory to the Administrative Agent and the Issuing Banks), to be held by the Administrative Agent for the benefit of the Lenders in an amount equal to 103% of the then existing Total LC Exposure: or
• (b) providing the Administrative Agent with a standby letter of credit, in form and substance reasonably satisfactory to Administrative Agent, from a commercial bank acceptable to Administrative Agent, acting reasonably, in an amount equal to 103% of the then existing Total LC Exposure.

Any such cash collateral or letter of credit shall be retained by the Administrative Agent in such collateral account until such time as the applicable Letters of Credit shall have expired or matured and all Reimbursement Obligations, if any, with respect thereto shall have been fully satisfied; provided that if any such Reimbursement Obligations are not satisfied when due hereunder, the Administrative Agent shall apply such cash collateral or drawings upon such letter of credit against such Reimbursement Obligations.

"LC Disbursement" means a payment made by the Issuing Bank pursuant to a Letter of Credit.

"LC Exposure" means, at any time and with respect to any Lender, its Applicable Percentage of the Total LC Exposure at such time.

"Legal Reservations" means:

• (a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;
• (b) the time barring of claims under the Limitation Act, 2002 (Ontario), as amended, and similar legislation in any other applicable jurisdiction; and
• (c) any other matters which are set out as qualifications or reservations as to matters of law of general application in the legal opinions furnished to the Administrative Agent pursuant to this Agreement by legal counsel for a Credit Party.

"Lender Affiliate" means, (a) with respect to any Lender, (i) an Affiliate of such Lender, or (ii) any Person that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or an Affiliate of such Lender, and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

"Lenders" means the Persons listed as lenders on Schedule 2.1 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or Additional Commitment Agreement. Unless the context otherwise requires, the term "Lenders" includes the Swingline Lender and any Issuing Bank.

"Lender Termination Date" means the first date on which:

• (b) the principal of and interest on each Loan and all fees, indemnities and other amounts due and payable hereunder shall have been paid in full; and
• (c) all Letters of Credit shall have either (x) expired or terminated and all LC Disbursements shall have been reimbursed or (y) in the case of contingent reimbursement obligations with respect to outstanding Letters of Credit, LC Cover shall have been provided.

"Letter of Credit" means any letter of credit or letter of guarantee issued pursuant to this Agreement.

"Leverage Ratio" means, at any time, the ratio of (a) Net Total Indebtedness at such time to (b) EBITDA for the most recently completed Rolling Period. By way of example and for the avoidance of doubt, the Leverage Ratio as at January 21, 2022 shall be equal to the ratio of Total Indebtedness on January 21, 2022 to EBITDA for the Rolling Period ended on December 31, 2021.

"Lien" means, (a) with respect to any asset, any mortgage, deed of trust, lien (statutory or otherwise), deemed trust, pledge, hypothec, hypothecation, encumbrance, charge, security interest, royalty interest, adverse claim, defect of title or right of set off in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease, title retention agreement or consignment agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to any asset, (c) any purchase option, call or similar right of a third party with respect to such assets, (d) any netting arrangement, defeasance arrangement or reciprocal fee arrangement, and (e) any other arrangement having the effect of providing security.

"Limited Recourse Guarantee" means the multi-party limited recourse guarantee dated as of the date hereof in favour of the Administrative Agent with respect to the Secured Liabilities of the Credit Parties.

"Limited Recourse Guarantor" means any Person that has entered into, or acceded to, the Limited Recourse Guarantee. As of the Closing Date the Limited Recourse Guarantors are 1360641 B.C. Ltd., Wilkinson Ventures Ltd., Chris Sparling and Tim Wilkinson.

"Loan" means any loan made by the Lenders to the Borrower pursuant to this Agreement, and includes any B/A accepted (and any B/A Equivalent Loan advanced) by any Lender hereunder.

"Loan Documents" means this Agreement, the Security Documents, any Intercreditor Agreement, the Borrowing Requests, the Perfection Certificates and the Fee Letter, together with any other agreement (other than participation, agency or similar agreements among the Lenders or between any Lender and any other bank or creditor with respect to any indebtedness or obligations of any Credit Party (as applicable) hereunder or thereunder) now or hereafter entered into in connection with this Agreement (including any agreement with respect to any Secured Hedge Arrangement and Secured Cash Management Services), as such agreements may be amended, modified or supplemented from time to time.

"Management Agreements" means (i) the services agreement dated August 1, 2019 between Tiny Management Ltd., as service provider, and 8020 Design Ltd., as client for management oversight and such other services as the parties thereto may agree, (ii) the services agreement dated August 1, 2019 between Tiny Management Ltd., as service provider, and the Guarantor, as client for management oversight and such other services as the parties thereto may agree, (iii) the services agreement dated February 1, 2022 between Tiny Management Ltd., as service provider, and the Borrower, as client for management oversight and such other services as the parties thereto may agree, (iv) the services agreement dated February 1, 2022 between the Borrower, as service provider, and the Guarantor, as client for management oversight and such other services as the parties thereto may agree, (v) the strategic services agreement dated August 1, 2019 between the Sponsor, as service provider, and the Guarantor, as client for business development and such other services as the parties thereto may agree (vi) the services agreement dated May 21, 2019 between Tiny Management Ltd., as service provider, and Z1 Digital Product Studio SL, as client for business development and such other services as the parties thereto may agree.

"Marketable Security" means any share or other security issued and listed on a stock or security exchange.

"Material Adverse Change" means any event, development or circumstance that has had or would reasonably be expected to have a Material Adverse Effect.

"Material Adverse Effect" means a material adverse effect on (a) the business, assets, operations or financial condition of the Credit Parties taken as a whole, or (b) the validity or enforceability of any of the Loan Documents, the priority of the Liens over any material Collateral created thereby or any of the material rights and remedies of the Administrative Agent and the Lenders thereunder or (c) the ability of the Credit Parties to perform their material obligations under the Loan Documents.

"Material Indebtedness" means any Indebtedness (other than the Loans and the Subordinated Indebtedness) of any one or more Credit Parties in an aggregate principal amount exceeding the Default Threshold Amount.

"Material Leasehold Interest" means any leasehold interest in real property that is material to, or necessary in, the operation of the business of such Credit Party which such Credit Party cannot replace with an alternative lease having comparable operational utility and commercial terms.

"Material Subsidiary" means each present and future Subsidiary:

• (a) required in order to maintain, from and after the Asset Coverage Deadline Date, an Asset Coverage Percentage of not less than 85%;
• (b) required in order to maintain an EBITDA Coverage Percentage of not less than 85%;
• (c) that has Subject EBITDA for any Rolling Period, determined on an unconsolidated basis and excluding all intra-Group Party items, in excess of 10% of EBITDA for such Rolling Period;
• (d) from and after the Asset Coverage Deadline Date, that has gross assets, determined on an unconsolidated basis and excluding all intra-Group Party items and Investments in any Group Party, in excess of 10% of Consolidated gross assets;
• (e) that holds Equity Securities in a Material Subsidiary; or
• (f) owns any right, title or interest in any material Intellectual Property.

For the avoidance of doubt, once a Material Subsidiary, always a Material Subsidiary. Compliance with the conditions set out above shall be determined by reference to the latest unaudited financial statements of that Subsidiary (consolidated in the case of a Subsidiary which itself has Subsidiaries) and the Consolidated financial results of the Borrower. However, if a Person has become a Subsidiary since the date as at which the latest Consolidated financial statements of the Borrower were prepared, such financial statements shall be deemed to be adjusted in order to take into account such development. As of the Closing Date, the only Material Subsidiary is Metalab.

"MetaLab Design" means MetaLab Design Ltd., existing at the Closing Date as a British Columbia corporation.

"MetaLab Option Plan" means the stock option plan of Metalab Design Ltd. dated March 1, 2021.

"MetaLab Options" means options to acquire Equity Securities in the capital of Metalab Design pursuant to the MetaLabs Option Plan. .

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

"Multiemployer Plan" means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions or with respect to which the Borrower or any ERISA Affiliate has any liability.

"Multiple Employer Plan" means a U.S. Benefit Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

"NCPS Indebtedness" means unsecured Indebtedness owing by a Credit Party to a Non-Credit Party Subsidiary that is subordinated by its terms in favour of the Secured Parties provided that payments in respect thereof may be made at any time that no Default or Event of Default exists or would be caused thereby.

"Net Income" means, with respect to any period, the net income of the Borrower for such period, determined on a Consolidated basis**.**

"Net Proceeds" means, with respect to any Asset Disposition, the gross amount received by any Credit Party from such Asset Disposition, including proceeds of any insurance policies received by any Credit Party in connection with such Asset Disposition and amounts received by any Credit Party pursuant to any expropriation proceeding or condemnation proceeding in connection with such Asset Disposition, minus the sum of (a) the amount, if any, of all Taxes paid or payable by any Credit Party directly resulting from such Asset Disposition (including the amount, if any, estimated by the Borrower in good faith at the time of such Asset Disposition for Taxes payable by any Credit Party on or measured by net income or gain resulting from such Asset Disposition) assuming the application of any Tax losses or credits available (or to be available) to any Credit Party at the time such Taxes are payable that are not used to offset other income or gains), (b) the sum of all amounts required to be paid to discharge any Permitted Liens on the property subject to such Asset Disposition (or on the property of a Subsidiary whose Equity Interest are subject to such Asset Disposition) and (c) the reasonable out-of-pocket costs and expenses incurred by any Credit Party in connection with such Asset Disposition (including reasonable brokerage fees paid

to a Person other than an Affiliate of any Credit Party, but excluding any fees or expenses paid to an Affiliate of any Credit Party).

"Net Total Indebtedness" means, at any time, an amount equal to Total Indebtedness less the Unencumbered Cash Balance, in each case as at such time.

"Non-Credit Party Subsidiary" means any Subsidiary that is not a Credit Party.

"Non-Consenting Lender" means a Lender that has not provided its consent to a waiver of, or amendment to, any provision of the Loan Documents where requested to do so by Borrower or the Administrative Agent if (a) such waiver or amendment requires the consent of all the Lenders, and (b) the Required Lenders have consented to such waiver or amendment.

"Non-Extending Lender" has the meaning set out in Section 2.6(3).

"Non-Financial Letter of Credit" means any Letter of Credit other than a Financial Letter of Credit.

"Non-Party Beneficiary" means any Secured Party or Indemnitee that is not a Party.

"Participant" has the meaning set out in Section 9.4(5).

"Party" means a party to this Agreement, and reference to a Party includes its successors and permitted assigns and "Parties" means every Party.

"Payment" means, with respect to any obligation, (a) any payment or distribution by any Person of cash, securities, or other form of property, including by the exercise of a right of set-off or in any other manner, on account of such obligations, or (b) any redemption, purchase or other acquisition of such obligation (including by way of amalgamation or merger) by the Person owing such obligation.

"Payment Office" means the Administrative Agent's office located at 500 Place d'Armes, 26th Floor, Montreal, Quebec H2Y 2W3, Attention: Syndication Group, Administrative Officer (or such other office or individual as the Administrative Agent may hereafter designate in writing to the other parties hereto).

"Payment Recipient" has the meaning assigned to it in Section 8.14(1).

"PBGC" means the U.S. Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.

"Pension Plan" means a "registered pension plan", as such term is defined in subsection 248(1) of the Income Tax Act (including, for greater certainty and without limitation, a Defined Benefit Plan), which is or was sponsored, administered or contributed to, or required to be contributed to, by any Credit Party or under which any Credit Party has or may incur any actual or contingent liability.

"Perfection Certificates" means the certificates in substantially the form delivered on the Closing Date and identified as such and delivered by the Borrower from time to time hereunder pursuant to which information relevant to the perfection of the Liens granted under the Security Documents is communicated, and "Perfection Certificate" means any one of them.

"Permitted Acquisition" means any Acquisition by any Credit Party:

• (a) when no Default or Event of Default has occurred and is continuing or would be caused thereby;
• (b) which is of a Person carrying on a business which is similar, related, ancillary, complimentary or an extension to the Business (or if an asset Acquisition, is of assets used or useful in the Business);
• (c) which is of a Person organized under the laws of, or assets situate in,:
  • (i) a country within North America;
  • (ii) Australia;
  • (iii) the United Kingdom of Great Britain and Northern Ireland;
  • (iv) any other country that is a member of the Organisation for Economic Cooperation and Development that is not subject to applicable Sanctions at the time of such Acquisition; or
  • (v) any political subdivision thereof.
• (d) where the Target had positive Subject EBITDA, determined on a consolidated basis, for the most recent fiscal year;
• (e) where the Acquisition Cost of such Acquisition is more than Cdn.$30,000,000, in respect of which the Borrower has provided financial statements of the Target for the previous three years and a quality of earnings report with respect to the Target, in each case not less than 15 days prior to completion of such Acquisition;
• (f) in respect of which, within ninety (90) days of such Acquisition, the Lenders have:
  • (i) a first-priority Lien (subject only to Permitted Liens) over the assets to be acquired (other than Excluded Property); and
  • (ii) if such Acquisition is an Acquisition of Equity Securities of any Person that is a Material Subsidiary, a full recourse guarantee (by way of accession to the Credit Party Guarantee) from, and a first-priority Lien (subject only to Permitted Liens) over the assets of, such Person and its subsidiaries that are also Material Subsidiaries;
• (g) in respect of which the Borrower has demonstrated to the Lenders' satisfaction, acting reasonably, that after giving effect to such Acquisition:
  • (i) the Leverage Ratio will be less than 3.50:1.00; and
  • (ii) the Interest Coverage Ratio will be greater than 3.00:1.00,

determined (A) as at the date of such Acquisition calculated on a historical pro forma basis, (1) assuming that such Acquisition (and the incurrence of Indebtedness on completion of such Acquisition and the payment of the Special Dividend) took place on the first day of the Fiscal Quarter for which financial statements of the Borrower were last provided to the Administrative Agent pursuant hereto and (2) the income and comprehensive income for the Rolling Period ending at the end of and based upon the financial position of the Borrower as at the end of that Fiscal Quarter and (B) for the following four Rolling Periods calculated on a pro forma basis for the projected financial position of the Borrower as at the end of each such Rolling Period and the income and comprehensive income each such the Rolling Period making the same assumptions as are set forth in (A); and

(h) which, if such Acquisition is an Acquisition of Equity Securities of any Person, the applicable Credit Party acquires not less than a majority of the Equity Securities of such Person;

provided that, notwithstanding the foregoing:

• (i) any Acquisition of a Person that is already a Subsidiary shall be a Permitted Acquisition;
• (j) a Hostile Acquisition shall not be a Permitted Acquisition; and
• (k) any Acquisition involving a Conflict of Interest shall not be a Permitted Acquisition.

"Permitted Hedge Payment" means any payment under or in connection with any Secured Hedge Arrangement made when no Event of Default has occurred and is continuing; provided that:

• (a) the payment of any Early Termination Amount under an applicable ISDA Master Agreement governing that Secured Hedge Arrangement; or
• (b) any other payment of a similar nature or economic effect, whether voluntary or mandatory;

shall cease to be a Permitted Hedge Payment if an Event of Default shall occur within 12 months after the time of such payment, such that it shall become subject to the sharing provisions of Section 2.16(4).

"Permitted Holders" means (i) Andrew Wilkinson (in this definition, the "Primary Permitted Holder"), (ii) a child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-inlaw, son-in-law and daughter-in-law (including adoptive relationships) of the Primary Permitted Holder, (iii) the estate trustee of any Person listed in clause (i) or (ii) of this definition; (iv) any trust (whether testamentary or inter vivos) partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the Persons listed in clauses (i), (ii) or (iii) above, (v) any private foundation or fund that is controlled by any of the Persons listed in clauses (i), (ii) or (iii) above or any donor-advised fund of which any such Person is the donor and (vi) any and all corporations which are directly or indirectly Controlled by any one or more of the foregoing (including without limitation, as of the Closing Date, the Sponsor).

"Permitted Indebtedness" means:

(a) Indebtedness under a Loan Document;

• (b) Indebtedness pursuant to a Permitted Investment;
• (c) any Guarantee by a Group Party of any Permitted Indebtedness of another Group Party if such first Group Party would be entitled to loan such Indebtedness directly to such second Group Party by way of a Permitted Investment;
• (d) Capital Lease Obligations and Indebtedness secured by Purchase Money Liens, provided that the aggregate outstanding principal amount of Indebtedness permitted by this clause (d) shall not exceed the Ancillary Secured Debt Cap at any time;
• (e) Subordinated Indebtedness;
• (f) Indebtedness owing by a Group Party to [Redacted] (or any affiliate thereof) pursuant to Derivative Arrangements in effect before the day falling 90 days after the Closing Date between that Group Party and [Redacted] (or any affiliate thereof) as a bona fide hedge to foreign exchange risk;
• (g) Indebtedness owing by a Group Party to [Redacted] with respect to credit cards issued by [Redacted] to employees of a Group Party in an aggregate outstanding principal amount of up to Cdn.$252,000;
• (h) any Indebtedness in respect of judgments that do not result in an Event of Default under Section 7.1(k);
• (i) Secured Hedge Obligations;
• (j) Secured Cash Management Obligations;
• (k) Vendor Earn-Out Debt;
• (l) VTB Debt provided that the aggregate principal amount of Indebtedness permitted by this clause (l) shall not exceed the VTB Debt Cap at any time; and
• (m) other unsecured Indebtedness in an aggregate principal amount of up to Cdn.$1,000,000.

"Permitted Investments" means:

• (a) Investments existing as at the Closing Date;

• (b) Investments in Cash Equivalents;

• (c) any Investments by a Credit Party in another Credit Party;

• (d) any Investment by a Non-Credit Party Subsidiary in a Credit Party by way of NCPS Indebtedness or the purchase or other acquisition of the Equity Securities of such Credit Party;

• (e) any Investment by a Non-Credit Party Subsidiary in another Non-Credit Party Subsidiary;

• (f) Investments of Credit Parties in Non-Credit Party Subsidiaries in an aggregate amount not exceeding the Investment Cap at any time;

• (g) a loan in the amount of Cdn. [Redacted] made by the Borrower to [Redacted], the Chief Executive Officer of the Borrower, to solely finance the purchase by him of Equity Securities in the Borrower; and

• (h) Investments by a Credit Party in a venture fund established by a Credit Party in an aggregate outstanding amount not exceeding U.S.$2,000,000.

"Permitted Liens" means:

• (a) Liens in favour of the Administrative Agent for the benefit of the Secured Parties for the obligations of any Credit Party under or pursuant to the Loan Documents;

• (b) Liens granted by a Group Party in favour of a Credit Party in order to secure any of the Indebtedness of such Group Party to such Credit Party, provided that such Liens are subject to assignment and postponement arrangements satisfactory to the Administrative Agent;

• (c) Purchase Money Liens securing Permitted Indebtedness and Liens to secure Capital Lease Obligations that constitute Permitted Indebtedness;

• (d) Liens imposed by any Governmental Authority for Taxes not yet due and delinquent or which are being contested in good faith and by appropriate proceedings in compliance with Section 5.1(3), and, during such period during which such Liens are being so contested, such Liens shall not be executed on or enforced against any of the assets of any Credit Party, provided that such Credit Party shall have set aside on its books reserves deemed adequate therefor and not resulting in qualification by auditors;

• (e) carrier's, warehousemen's, mechanics', materialmen's, repairmen's, construction and other like Liens arising by operation of applicable Law, arising in the ordinary course of business and securing amounts (i) which are not overdue for a period of more than 30 days, or (ii) which are being contested in good faith and by appropriate proceedings and, during such period during which amounts are being so contested, such Liens shall not be executed on or enforced against any of the assets of any Credit Party, provided that (iii) such Credit Party shall have set aside on its books reserves deemed adequate therefor and not resulting in qualification by auditors, (iv) such Credit Party is in compliance with any corresponding holdback requirements under applicable legislation;

• (f) undetermined or inchoate Liens and charges 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 and delinquent, including without limitation statutory Liens incurred, or pledges or deposits made, under worker's compensation, employment insurance and other social security legislation;

• (g) deposits or Liens over cash collateral securing any performance obligation (which, for the avoidance of doubt, shall exclude any obligation to repay borrowed money) incurred in the ordinary course of business;

• (h) Liens of, or resulting from, any judgment or award that does not constitute an Event of Default under Section 7.1(k);

• (i) Permitted Real Estate Encumbrances which do not, individually or in the aggregate, (i) materially interfere with the conduct of the Business by a Credit Party or (ii) result in a current liability of a Credit Party or Credit Parties in excess of the Default Threshold Amount;

• (j) statutory Liens incurred or pledges or deposits made in favour of a Governmental Authority to secure the performance of obligations of any Credit Party under Environmental Laws to which any assets of such Credit Party are subject;

• (k) customary rights of set-off, off-set, novation or combination of accounts in favour of a financial institution with respect to (i) ACH transactions, (ii) cash management services, including controlled disbursement services, treasury, depository, overdraft, and electronic funds transfer services, (iii) foreign exchange facilities, (iv) credit card processing services, (v) credit or debit cards or (vi) deposits maintained by it;

• (l) contractual rights of set-off granted in the ordinary course of business;

• (m) rights of set-off arising at law or in equity;

• (n) Liens or escrow arrangements with respect to cash deposits lodged in connection with an Permitted Acquisition;

• (o) Liens granted by any Credit Party to a landlord to secure the payment of arrears of rent in respect of leased properties in the Province of Quebec leased from such landlord, provided that such Lien is limited to the assets located at or about such leased properties;

• (p) Liens over Cash Equivalents in an aggregate outstanding amount of up to Cdn.$252,000 securing the Indebtedness referred to in clause (g) of the definition of Permitted Indebtedness;

• (q) rights of set-off, netting and netting novation under, and Liens comprised of, or securing obligations under, Derivative Arrangements permitted by this Agreement;

• (r) Liens over Cash Equivalents and Derivative Arrangements between a Group Member and Cambridge Mercantile Corp. securing the Indebtedness described in paragraph ((f) of the definition of Permitted Indebtedness; and

• (s) any extension, renewal or replacement of any of the foregoing;

provided, however, that the Liens permitted hereunder shall not be extended to cover any additional Indebtedness of the Credit Parties (other than any increase in the interest rate and financing fees payable thereunder) or their property (other than a substitution of like property), except Liens in respect of Capital Lease Obligations and Purchase Money Liens as permitted by clause (c) of this definition.

"Permitted Real Estate Encumbrances" means Liens on real property which consist of (i) reservations, limitations, provisos and conditions expressed in the original grant from the Crown, (ii) any general qualifications to title imposed under the land titles registry system in which any real property is situate, (iii) any encroachments, variations in description or by-law infractions which might be revealed by an up-to-date survey of the real property, (iv) any agreement with a municipality with respect to the development of the buildings, fixtures and

improvements on the real property, (v) restrictions or restrictive covenants disclosed by registered title, (vi) any easement or right-of-way disclosed by registered title, (vii) any easement for the supply of utilities or telephone services to the real property and for drainage, storm or sanitary sewers, public utility lines, telephone lines, cable television lines or other services, (viii) registered easements or rights of way for passage, ingress and egress of natural persons and vehicles over parts of the real property, (ix) facility cost sharing, servicing, parking, reciprocal and other similar agreements with neighbouring land owners or governmental authorities, and (x) the provisions of Applicable Laws including by-laws, regulations, airport zoning regulations, ordinances and similar instruments relating to development and zoning.

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

"Plan Assets" means "plan assets" of an "employee benefit plan" subject to Title I of ERISA or a "plan" subject to Section 4975 of the Code, as determined under 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA.

"Platform" means Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system.

"Pledge Agreement" means the multi-party pledge agreement dated as of the date hereof between each Limited Recourse Guarantor from time to time party thereto and the Administrative Agent for the benefit of the Secured Parties constituting a first-priority Lien (subject to Permitted Liens) over all present and future Equity Securities in a Credit Party in which each grantor has any right, title or interest.

"Purchase Money Lien" means a Lien taken or reserved in personal property to secure payment of all or part of its purchase price (or to secure financing to fund such purchase price), provided that such Lien (a) secures an amount not exceeding the purchase price of such personal property, including any costs of shipment, insurance, assembly or installation, (b) extends only to such personal property and its proceeds, and (c) is granted prior to or within 30 days after the purchase of such personal property.

"QFC" has the meaning assigned to the term "qualified financial contract" in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

"QFC Credit Support" has the meaning set out in Section 9.22.

"Qualified IPO" means a transaction or series of related transactions: (i) pursuant to which the Borrower issues shares from treasury pursuant to a prospectus filed with any Canadian securities regulatory authority under applicable Canadian securities laws, or pursuant to a similar document filed with the United States Securities and Exchange Commission under applicable securities laws of the United States, in either case resulting in gross proceeds to the Borrower of at least Cdn.$50,000,000 and following such transaction, such shares are listed on a Recognized Exchange; or ii) pursuant to which the Borrower completes a reverse takeover, merger, amalgamation, arrangement, share exchange, reorganization, recapitalization, or similar transaction involving the Borrower and a reporting issuer (as such term is defined under applicable Canadian securities laws) in Canada or the equivalent in the United States, which results in a class of shares of an entity resulting from such transaction or transactions being listed on a Recognized Exchange (the "Resulting Issuer") and the shareholders of the Borrower

receiving shares listed on a Recognized Exchange, and in connection with such transaction or transactions the Borrower and/or the Resulting Issuer completes an offering of securities resulting in gross proceeds to the Borrower and/or the Resulting Issuer of at least Cdn.$50,000,000.

"Quarterly Date" means each of the last day of each of March, June, September , and December in each calendar year.

"RBC Securities Account" means the securities account number [Redacted] in the name of Metalab Design Ltd. held with RBC Dominion Securities as security intermediary.

"Register" has the meaning set out in Section 9.4(3).

"Recognized Exchange" means the New York Stock Exchange, the Toronto Stock Exchange, the Toronto Venture Exchange or the Nasdaq Stock Market.

"Reimbursement Obligations" means, at any date, the obligations of the Borrower then outstanding in respect of the Letters of Credit to reimburse the Issuing Bank for the amount paid by the Issuing Bank in respect of any drawings under the Letters of Credit.

"Related Parties" means, with respect to any Person, such Person's Affiliates and the respective directors and Responsible Officers of such Person and of such Person's Affiliates.

"Related Non-Party Beneficiary" means, with respect to any Lender, any Non-Party Beneficiary that is a Related Party to such Lender.

"Release" is to be broadly interpreted and shall include a discharge, deposit, spill, leak, pumping, pouring, emission, emptying, injection, escape, leaching, seepage or disposal of Hazardous Materials which is in breach of any Environmental Laws.

"Relevant Agent" means, with respect to a Group Party, any agent of such Group Party that will act in any capacity in connection with, or benefit from, the Credits.

"Reportable Event" means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

"Required Lenders" means, at any time, Lenders having Revolving Credit Exposures and unused and uncancelled Revolving Credit Commitments representing at least 66⅔% of the sum of the Total Revolving Credit Exposures and unused and uncancelled Revolving Credit Commitments at such time; provided that if there are only one or two Lenders having Revolving Credit Exposures and unused and uncancelled Revolving Credit Commitments at such time, then "Required Lenders" shall mean such single Lender or both such Lenders, as applicable.

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

"Responsible Officer" means, with respect to any Person, the chairman, the president, any vice president, the chief executive officer or the chief operating officer, and, in respect of financial or accounting matters, any chief financial officer, principal accounting officer, treasurer or controller of such Person.

"Restricted Payment" means, with respect to any Person, any Payment by such Person:

• (a) of any dividend, distribution or return of capital with respect to its Equity Securities;
• (b) on account of the purchase, redemption, retirement or other acquisition of any of its Equity Securities, or any warrants, options or similar rights with respect to its Equity Securities;
• (c) on account of any principal of or interest or premium on, or the redemption or acquisition of, any Indebtedness of such Person that by its terms or contractual postponement ranks in right of payment subordinate to any liability of such Person under the Loan Documents (including any NCPS Indebtedness, Subordinated Indebtedness, VTB Debt, or Vendor Earn-Out Debt);
• (d) of any management, consulting or similar fee or any bonus payment or comparable payment, or by way of gift or other gratuity, to:
  • (i) any director or Responsible Officer of such Person (but excluding wages, payments made in connection with long-term incentive plans, and bonuses, in each case paid in the ordinary course of business and consistent with past or industry practice or reflective of current market conditions or operating results);
  • (ii) any Affiliate of such Person or director or Responsible Officer thereof; or
  • (iii) any Permitted Holder or director or Responsible Officer thereof,

including fees payable under the Management Agreements; or

(e) for the purpose of setting apart any property for a sinking, defeasance or other analogous fund for any of the payments referenced above.

"Restricted Payment Cap" means, with respect to any Fiscal Year, an amount equal to 25% of Net Income with respect to the immediately preceding Fiscal Year.

"Resulting Issuer" has the meaning set forth in the definition of Qualified IPO.

"Revolving Credit" means the Cdn.$60,000,000 revolving credit facility established pursuant to the Revolving Credit Commitments of the Lenders.

"Revolving Credit Commitment" means, with respect to each Lender, the commitment of such Lender to make Revolving Loans hereunder as such commitment may be reduced from time to time pursuant to Sections 2.6 or 2.9, as such commitment may be assumed or increased from time to time pursuant to Section 2.1(2) and as such commitments may be reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.4. The initial amounts of each Lender's Revolving Credit Commitment are set out in Schedule 2.1, or in the Assignment and Assumption or an Additional Commitment Agreement pursuant to which such Lender shall have assumed or increased its Revolving Credit Commitment, as applicable.

"Revolving Credit Exposure" means, with respect to any Lender at any time, the sum of (a) the Canadian $ Amount of the outstanding principal amount of such Lender's Revolving Loans at such time, and (b) such Lender's LC Exposure and Swingline Exposure at such time.

"Revolving Credit Maturity Date" means the fifth anniversary of the Closing Date (or, if such fifth anniversary is not a Business Day, the next Business Day thereafter), as such date may be extended from time to time pursuant to Section 2.6.

"Revolving Loan" has the meaning set out in Section 2.1(1), and shall include Swingline Loans.

"Rolling Period" means each Fiscal Quarter taken together with the three immediately preceding Fiscal Quarters.

"S&P" means Standard & Poor's Financial Services LLC.

"Sanctions" means, at any time, economic or financial sanctions or trade embargoes imposed, administered or enforced by:

• (i) the Office of Foreign Assets Control of the U.S. Department of Treasury; or
• (ii) any other Governmental Authority that are applicable to any Party at such time.

"Sanctioned Person" means, at any time, any Person with whom any Party is prohibited or restricted from transacting or otherwise dealing under any Sanction, whether by reason of designation under such Sanction or otherwise.

"Secured Cash Management Obligations" means all outstanding Indebtedness arising under or in connection with any Secured Cash Management Services.

"Secured Cash Management Provider" means any Lender or Lender Affiliate in its capacity as a provider of Cash Management Services. For the avoidance of doubt, a Person that ceases to be a Lender or Lender Affiliate shall cease to be a Secured Cash Management Provider.

"Secured Cash Management Service" means any Cash Management Service provided by a Secured Cash Management Provider to a Credit Party.

"Secured Financial Product Collateralization" means either (a) providing cash collateral (pursuant to documentation reasonably satisfactory to Administrative Agent) to be held by Administrative Agent for the benefit of providers of the Secured Cash Management Services and Secured Hedge Counterparties in an amount equal to 103% of the then existing Secured Cash Management Obligations and of the Hedge Exposure under the Hedge Arrangements with Secured Hedge Counterparties (the "Secured Financial Collateral Product Collateralization Amount") or (b) providing Administrative Agent with a standby letter of credit, in form and substance reasonably satisfactory to Administrative Agent, from a commercial bank reasonably acceptable to Administrative Agent in an amount equal to 103% of the Secured Financial Collateral Product Collateralization Amount.

"Secured Hedge Arrangement" means any Hedge Arrangement between a Credit Party and Person that is a Lender or Lender Affiliate at the time such Hedge Arrangement is entered into. For the avoidance of doubt, (i) any Hedge Arrangement entered into by a Credit Party with a Person before such Person is a Lender or Lender Affiliate or after such Person ceases to be a Lender or Lender Affiliate shall not be a Secured Hedge Arrangement, (ii) any Secured Hedge Arrangement shall continue as such notwithstanding that such Person ceases to be a Lender or Lender Affiliate, and (iii) as at the Closing Date there are no outstanding Hedge Arrangements between any Credit Party and a Lender or Lender Affiliate.

"Secured Hedge Counterparty" means any Person party to Secured Hedge Arrangement other than a Credit Party, in such Person's capacity as a party thereto. For the avoidance of doubt, (i) a Person shall remain a Secured Hedge Counterparty with respect to a Secured Hedge Arrangement if it ceases to be a Lender or a Lender Affiliate, and (ii) such Secured Hedge Arrangement shall continue to be secured by the Liens created under the Security Documents.

"Secured Hedge Obligations" of a Credit Party to a Secured Hedge Counterparty means the Indebtedness owing from time to time by that Credit Party to that Secured Hedge Counterparty under the ISDA Master Agreement in effect between them on account of the Secured Hedge Arrangements governed thereby, excluding (y) any Excluded Swap Obligations and (z) any Indebtedness arising from Hedge Arrangements that are not Secured Hedge Arrangements (and such Hedge Arrangements shall be disregarded in determining any payments payable pursuant to section 2 of, or any Early Termination Amount or Close-out Amount payable under, the applicable ISDA Master Agreement.

"Secured Liabilities" means all present and future indebtedness, liabilities and obligations of any and every kind, nature and description (whether direct or indirect, joint or several, absolute or contingent, mature or unmatured) of the Credit Parties or Limited Recourse Guarantors to the Secured Parties under, in connection with or with respect to the Loan Documents (including Secured Cash Management Obligations, Secured Hedge Obligations and Erroneous Payment Subrogation Rights), and any unpaid balance thereof.

"Secured Parties" means the Administrative Agent, the Lenders, the Secured Hedge Counterparties and the Secured Cash Management Providers.

"Securities Account" has the meaning set out in the GSA.

"Security Documents" means the agreements or instruments described or referred to in Schedule 1.1(A) and Section 5.1(11) (including, to the extent such Section describes an amendment, the agreement or instrument amended thereby) and any and all other agreements or instruments now or hereafter executed and delivered by any Credit Party or Limited Recourse Guarantor as security (including by way of guarantee) for the payment or performance of all or part of the Secured Liabilities, as any of the foregoing may have been, or may hereafter be, amended, modified or supplemented.

"Security Principles" means the security principles set out in Schedule 5.1(11).

"Security Threshold Amount" means the Canadian $ Amount equal to the greater of (i) $5,000,000 and (ii) five percent (5%) of Total Assets.

"Shareholder" means each Person (other than a Credit Party) having a legal or beneficial interest in Equity Securities issued by any Credit Party.

"Similar Law" means laws or regulations similar to Section 406 of ERISA or Section 4975 of the Code.

"SOFR" means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

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

"SOFR Borrowing" means a Borrowing comprised of one or more SOFR Loans.

"SOFR Loan" means a Loan denominated in United States Dollars which bears interest at a rate based on Adjusted Term SOFR, other than pursuant to the proviso to the definition of "Base Rate".

"Sole Lead Arranger" means National Bank Financial Markets Inc.

"Special Dividend" means an approximately Cdn.$50,0000,000 dividend from the Borrower in favour of its shareholders payable on or about the Closing Date.

"Sponsor" means Tiny Capital Ltd., existing at the Closing Date as a British Columbia corporation.

"Subject EBITDA" means, with respect to any Person, an amount equal to "EBITDA" with respect to such Person calculated as if such definition and all amounts referred to therein were determined with respect to such Person (as opposed to the Borrower), determined on a consolidated basis or unconsolidated basis as specified.

"Subordinated Creditor" means any Person that is owed Subordinate Indebtedness or has any other right, title or interest therein.

"Subordinated Indebtedness" means unsecured Indebtedness of a Group Party that is subordinated on terms and conditions satisfactory to the Administrative Agent and the Required Lenders, in their sole and absolute discretion, and for which there is an Intercreditor Agreement.

"subsidiary" means, with respect to any Person (the "parent") at any date, any other Person the accounts of which would be consolidated with those of the parent in the parent's consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other Person (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

"Subsidiary" means any subsidiary of the Borrower. Notwithstanding any registered ownership to the contrary, Z1 Digital Product Studio SL shall be deemed to be a Subsidiary for all purposes hereof.

"Supported QFC" has the meaning set out in Section 9.22.

"Swap Obligation" means 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.

"Swingline Accounts" means the Canadian Dollar and U.S. Dollar bank accounts maintained by the Administrative Agent in the name of the Borrower and designated as such by the Administrative Agent.

"Swingline Commitment" has the meaning set out in Section 2.20(1). For the avoidance of doubt, the Swingline Commitment comprises part of, and is not in addition to, the Revolving Credit Commitment of the applicable Lender.

"Swingline Exposure" means, at any time, the Canadian $ Amount of the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at such time.

"Swingline Lender" means National Bank of Canada, in its capacity as lender of Swingline Loans hereunder.

"Swingline Loan" has the meaning set out in Section 2.20(1).

"Target" means, with respect to any Acquisition, the Person whose shares or assets (or both) are proposed to be acquired.

"Taxes" means all taxes, charges, fees, levies, imposts and other assessments, including all income, sales, use, goods and services, harmonized sales, value added, capital, capital gains, alternative, net worth, transfer, profits, withholding, payroll, employer health, excise, real property and personal property taxes, and any other taxes, customs duties, fees, assessments, or similar charges in the nature of a tax, including Canada Pension Plan and provincial pension plan contributions, employment insurance payments and workers' compensation premiums, together with any instalments with respect thereto, and any interest, fines and penalties with respect thereto, imposed by any Governmental Authority (including federal, state, provincial, municipal and foreign Governmental Authorities), and whether disputed or not.

"Term SOFR" means:

• (a) for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the "Periodic Term SOFR Determination Day") that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day; and
• (b) for any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the "Base Rate Term SOFR Determination Day") that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the

Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Base Rate Term SOFR Determination Day.

"Term SOFR Adjustment" means, for any calculation with respect to a Base Rate Loan or a SOFR Loan, a percentage per annum as set forth below for the applicable Type of such Loan and (if applicable) Interest Period therefor:

Base Rate Loans:

[Redacted]

SOFR Loans:

Interest Period	Percentage
[Redacted]	[Redacted]
[Redacted]	[Redacted]
[Redacted]	[Redacted]

"Term SOFR Administrator" means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

"Term SOFR Reference Rate" means the forward-looking term rate based on SOFR.

"Termination Date" means the first date on which:

• (a) the Lender Termination Date shall have occurred;
• (b) other than amounts referred to in clause (d)(i) and clause (d)(ii) below, in the case of outstanding Secured Cash Management Obligations and Secured Hedge Obligations, Secured Financial Product Collateralization shall have been provided,
• (c) the Administrative Agent shall have received cash collateral in order to secure any other contingent Secured Liabilities for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances known to Administrative Agent or a Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including legal fees and expenses) included in the Secured Liabilities, such cash collateral to be in such amount as Administrative Agent reasonably determines is appropriate to secure such contingent Secured Liabilities; and
• (d) the payment or repayment in full in immediately available funds of all other outstanding Secured Liabilities (including the payment of any Early Termination Amount then applicable under Secured Hedge Arrangements) other than (i) unasserted contingent indemnification Secured Liabilities, and (ii) any Secured Cash Management Obligations and Secured Hedge Obligations, that, at such time, are allowed by the provider to remain outstanding without being required to be repaid or collateralized under Secured Financial Product Collateralization.

"Total Assets" means, at any time, the gross assets of the Borrower, determined on a Consolidated basis.

"Total Indebtedness" means, at any time, the aggregate amount of Indebtedness of the Borrower at such time, determined on a Consolidated basis.

"Total LC Exposure" means, at any time, the sum of (a) the Canadian $ Amount of the aggregate undrawn amount of all outstanding Letters of Credit at such time, plus (b) the Canadian $ Amount of the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time.

"Total Revolving Credit Commitments" means, at any time, the aggregate amount of Revolving Credit Commitments of all Lenders as at such time. As at the Closing Date the Total Revolving Credit Commitments is Cdn.$60,000,000.

"Total Revolving Credit Exposure" means, at any time, the aggregate Revolving Credit Exposures of all Lenders as at such time.

"Transactions" means the execution, delivery and performance by the Credit Parties of the Loan Documents, the borrowing of Loans and the use of the proceeds thereof (including the payment of the Special Dividend), and the issuance of Letters of Credit.

"Type", when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Canadian Prime Rate, the Base Rate, Term SOFR or the CDOR Rate, or whether such Borrowing takes the form of a Letter of Credit.

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

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

"Undisclosed Administration" means, in relation to a Lender or its direct or indirect parent company, the appointment of an administrator, provisional liquidator, conservator, receiver, receiver manager, trustee, custodian, or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender or such parent company is subject to home jurisdiction, if applicable Law requires that such appointment not be disclosed.

"Unencumbered Cash Balance" means, at any time, that portion of the Cash Balance at such time:

• (a) over which there are no Liens other than a first-priority Lien in favour of the Administrative Agent and involuntary Liens arising by operation of Law; and

• (b) that is on deposit:

  • (i) with the Administrative Agent

• (ii) in Canada with a Lender; or

• (iii) with a financial institution with which the Administrative Agent has a deposit account control agreement or securities account control agreement, as applicable, with respect thereto.

"U.S. Dollars" and "U.S.$" refer to lawful money of the United States of America.

"U.S. Government Securities Business Day" means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

"U.S. Special Resolution Regimes" has the meaning set out in Section 9.22.

"U.S. Benefit Plan" means any material employee benefit plan within the meaning of Section 3(3) of ERISA (including a U.S. Pension Plan), maintained for employees of the Borrower or an ERISA Affiliate or any such Plan to which the Borrower or an ERISA Affiliate is required to contribute on behalf of any of its employees.

"U.S. Pension Funding Rules" means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to U.S. Pension Plans or Multiemployer Plans, as applicable, and set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

"U.S. Pension Plan" means any employee pension benefit plan (including any Multiple Employer Plan but excluding any Multiemployer Plan) that is maintained or is contributed to by the Borrower and/or any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

"Vendor Earn-Out Debt" means Indebtedness incurred by any Group Party in the form of earn outs and/or agreements providing for indemnification, adjustment of purchase price or similar obligations (including Indebtedness consisting of the deferred purchase price of property acquired in a Permitted Acquisition, to the extent and only to the extent, such deferred payments are due less than two years after the closing of such Permitted Acquisition), or from guarantees or letters of credit, surety bonds or performance bonds securing the performance of such Group Party pursuant to such agreements, in connection with Permitted Acquisitions; provided that:

• (a) the covenants contained in any such Indebtedness are no more restrictive than the covenants contained herein;
• (b) such Indebtedness accrues interest at a rate determined in good faith by the board of directors of the Borrower to be a market rate of interest for such Indebtedness at the time of issuance thereof; and
• (c) such Indebtedness is unsecured and subordinated at any time that a Default or Event of Default has occurred and is continuing.

Notwithstanding the treatment under GAAP, (i) no Vendor Earn-Out Debt will be included as Net Total Indebtedness in the calculation of Leverage Ratio until the amount of the payment for such Vendor Earn-Out Debt has been determined and becomes payable in a fixed amount and (ii) to the extent that any Vendor Earn-Out Debt is included in the calculation of the Leverage Ratio,

then for purposes of such calculation, any portion of such Vendor Earn-Out Debt that is payable in Equity Securities (which for greater certainty shall not include Equity Securities of any Group Party other than the Borrower) shall be excluded from the amount of Net Total Indebtedness.

"VTB Debt" means Indebtedness incurred by any Group Party in the form of take back or seller notes or debt and/or agreements providing for indemnification, adjustment of purchase price or similar obligations (but excluding Vendor Earn-Out Debt), or from guarantees or letters of credit, surety bonds or performance bonds securing the performance of such Group Party pursuant to such agreements, in connection with Permitted Acquisitions; provided that:

• (a) the covenants contained in any such Indebtedness are no more restrictive than the covenants contained herein;
• (b) such Indebtedness accrues interest at a rate determined in good faith by the board of directors of the Borrower to be a market rate of interest for such Indebtedness at the time of issuance thereof; and
• (c) such Indebtedness is unsecured and subordinated at any time that a Default or Event of Default has occurred and is continuing.

"VTB Debt Cap" means, at any time, an amount equal to the greater of:

• (a) Cdn.$30,000,000; and
• (b) an amount equal to 75% of EBITDA for the most recently completed Rolling Period for which financial results are available.

"Wholly-Owned Subsidiary" of a Person means any subsidiary of such Person of which securities (except for directors' qualifying shares) or other ownership interests representing 100% of the equity or 100% of the ordinary voting power or 100% of the general partnership or membership interests are, at the time any determination is being made, owned, controlled or held by such Person or one or more subsidiaries of such Person or by such Person and one or more subsidiaries of such Person.

"Withdrawal Liability" means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ER1SA.

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

"WURA" means Winding Up and Restructuring Act (Canada).

1.2 Classification of Loans and Borrowings.

For purposes of this Agreement, Loans may be classified and referred to by class (e.g., a "Revolving Loan") or by Type (e.g., a "SOFR Loan") or by class and Type (e.g., a "SOFR Revolving Loan"). Borrowings also may be classified and referred to by type (e.g., a "SOFR Borrowing").

1.3 Terms Generally.

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "or" is disjunctive; the word "and" is conjunctive. The words "to the knowledge of" means, when modifying a representation, warranty or other statement of any Person, that the fact or situation described therein is known by such Person (or, in the case or a Person other than a natural Person, known by the Responsible Officer of such Person) making the representation, warranty or other statement, or with the exercise of reasonable due diligence under the circumstances (in accordance with the standard of what a reasonable Person in similar circumstances would have done) would have been known by such Person (or, in the case of a Person other than a natural Person, would have been known by such Responsible Officer of such Person). For the purposes of determining compliance with or measuring status under any cap, threshold or basket hereunder denominated in Canadian Dollars, reference shall be had to the Equivalent Amount of any portion of the underlying component that is not denominated in Canadian Dollars. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or replaced (subject to any restrictions on such modifications set out herein), (b) any reference herein to any law, rule or regulation or any section thereof shall, unless otherwise expressly stated, be deemed to be a reference to such law, rule or regulation or section as amended, restated or re-enacted from time to time, (c) any reference herein to any Person shall be construed to include such Person's successors and permitted assigns, (d) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, and (f) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. Any reference herein to an action, document or other matter or thing being "satisfactory to the Lenders", "to the Lenders' satisfaction" or similar phrases, shall mean that such action, document, matter or thing must be satisfactory to Lenders, acting reasonably, constituting the Required Lenders, unless it is described in Section 9.2(2) (a) through (i), hereof, in which case it must be satisfactory to each Lender, acting reasonably, whose consent is required under the applicable clause.

1.4 Québec Matters.

For purposes of any assets, liabilities or entities located in the Province of Québec and for all other purposes pursuant to which the interpretation or construction of this Agreement may be subject to the laws of the Province of Québec or a court or tribunal exercising jurisdiction in the Province of Québec, (a) "personal property" shall include "movable property", (b) "real property" or "real estate" shall include "immovable property", (c) "tangible property" shall include "corporeal property", (d) "intangible property" shall include "incorporeal property", (e) "security interest", "mortgage" and

"lien" shall include a "hypothec", "right of retention", "prior claim" , "reservation of ownership" and a resolutory clause, (f) all references to filing, perfection, priority, remedies, registering or recording under the Uniform Commercial Code or a Personal Property Security Act shall include publication under the Civil Code of Québec, (g) all references to "perfection" of or "perfected" liens or security interest shall include a reference to an "opposable" or "set up" hypothec as against third parties, (h) any "right of offset", "right of setoff" or similar expression shall include a "right of compensation", (i) "goods" shall include "corporeal movable property" other than chattel paper, documents of title, instruments, money and securities, (j) an "agent" shall include a "mandatary", (k) "construction liens" or "mechanics, materialmen, repairmen, construction contractors or other like Liens" shall include "legal hypothecs" and "legal hypothecs in favour of persons having taken part in the construction or renovation of an immovable", (l) "joint and several" shall include "solidary", (m) "gross negligence or wilful misconduct" shall be deemed to be "intentional or gross fault", (n) "beneficial ownership" shall include "ownership on behalf of another as mandatary", (o) "easement" shall include "servitude", (p) "priority" shall include "rank" or "prior claim", as applicable (q) "survey" shall include "certificate of location and plan", (r) "state" shall include "province", (s) "fee simple title" shall include "absolute ownership" and "ownership" (including ownership under a right of superficies), (t) "accounts" shall include "claims", (u) "legal title" shall be including "holding title on behalf of an owner as mandatary or prete-nom", (v) "ground lease" shall include "emphyteusis" or a "lease with a right of superficies", as applicable, (w) "leasehold interest" shall include "rights resulting from a lease", (x) "lease" shall include a "leasing contract" and (y) "guarantee" and "guarantor" shall include "suretyship" and "surety", respectively. The parties hereto confirm that it is their wish that this Agreement and any other document executed in connection with the transactions contemplated herein be drawn up in the English language only and that all other documents contemplated thereunder or relating thereto, including notices, may also be drawn up in the English language only. Les parties aux présentes confirment que c'est leur volonté que cette convention et les autres documents de crédit soient rédigés en langue anglaise seulement et que tous les documents, y compris tous avis, envisagés par cette convention et les autres documents peuvent être rédigés en langue anglaise seulement.

1.5 Accounting Terms; GAAP.

Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP. Except as otherwise expressly provided herein, all calculations of the components of the financial information for the purposes of determining compliance with the financial ratios and financial covenants contained herein shall be made on a basis consistent with GAAP in existence as at the Closing Date and used in the preparation of the Consolidated financial statements of the Borrower referred to in Section 5.1(1). In the event of a change in GAAP, which, if applied to the most recently prepared financial statements of the Borrower, would result in different calculations or amounts of the financial ratios and financial covenants contained herein than would have resulted without such change, and the Administrative Agent determines that such differences are material, the Borrower and the Administrative Agent shall negotiate in good faith to revise such ratios and covenants to give effect to the intention of the parties under this Agreement as at the Closing Date, and any new financial ratio or financial covenant shall be subject to approval by the Required Lenders. Until the successful conclusion of any such negotiation and approval by the Required Lenders, (a) all calculations made for the purpose of determining compliance with the financial ratios and financial covenants contained herein shall be made on a basis consistent with GAAP in existence immediately prior to such adoption or change, and (b) financial statements delivered pursuant to Section 5.1(1) shall be accompanied by a reconciliation showing the adjustments made to calculate such financial ratios and financial covenants. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed in this Agreement and rounding the

result up or down to the nearest number (with a round-up if there is no nearest number) to the number of places by which such ratio is expressed in this Agreement.

1.6 Time.

All time references herein shall, unless otherwise specified, be references to local time in Toronto, Ontario. Time is of the essence of this Agreement and the other Loan Documents.

1.7 Third Party Beneficiaries.

(1) Except as set out in clause (2) below, this Agreement and the Security Documents are for the sole benefit of the Parties and nothing in them, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement or the Security Documents*.*

(2) Each Non-Party Beneficiary shall be entitled to enjoy the benefit of those provisions of this Agreement and the Security Documents that, by their terms, are in favour of such Non-Party Beneficiary (including all Liens granted for its benefit as a Secured Party). In furtherance thereof, each Party (i) accepts such provisions as agent and trustee for its Related Non-Party Beneficiaries, and (ii) shall be entitled to enforce such provisions on behalf of its Related Non-Party Beneficiaries. For the avoidance of doubt, any reference to a Permitted Lien shall not serve to subordinate or postpone any Lien created by any Security Document to such Permitted Lien.

(3) Notwithstanding clause (2) above or any other term of this Agreement or any Security Document, the consent of any Non-Party Beneficiary or other Person who is not a Party is not required to amend, modify or supplement this Agreement or any Security Document*.*

1.8 Rates.

The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to Canadian Prime Rate, Base Rate, CDOR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, Canadian Prime Rate, Base Rate, CDOR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of Canadian Prime Rate, Base Rate, CDOR, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain Canadian Prime Rate, Base Rate, CDOR, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

ARTICLE 2 THE REVOLVING CREDIT

2.1 Commitments.

(1) Revolving Credit. Subject to the terms and conditions set forth herein, each Lender commits to make Loans (each such Loan made under this Section 2.1(1), a "Revolving Loan") to the Borrower from time to time during the period commencing on the Closing Date and ending on the Revolving Credit Maturity Date in an aggregate principal amount outstanding up to the amount set forth beside such Lender's name in Schedule 2.1 under the heading "Revolving Credit Commitment", provided that a Lender shall not be required to extend further credit hereunder if such extension would result in (a) such Lender's Revolving Credit Exposure exceeding such Lender's Revolving Credit Commitment, or (b) the Total Revolving Credit Exposure exceeding the Total Revolving Credit Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow Revolving Loans.

• (2) Additional Commitments.

• (a) Subject to the terms and conditions hereof, at any time after the Closing Date, provided that (i) no Default or Event of Default has occurred and is continuing or would be caused thereby, and (ii) the Borrower is in pro forma compliance with the financial covenants in Section 5.1(1) (assuming the full incurrence and application of the new Indebtedness in question), the Borrower may request that the Lenders or any other Persons provide additional Revolving Credit Commitments (each, an "Additional Commitment") which shall serve to increase the Revolving Credit, such that further Revolving Loans become available thereunder upon identical terms and conditions.

• (b) Any Additional Commitment shall be documented pursuant to an Additional Commitment Agreement and executed by the Borrower, the Person providing the Additional Commitment (the "Additional Lender") and the Administrative Agent. Upon satisfaction of the conditions precedent set out therein, the Additional Commitment in question shall become effective, and (i) the Agent shall promptly notify each Lender as to such agreement, and (ii) Schedule 2.1 shall be deemed to be modified accordingly.

• (c) Notwithstanding anything to the contrary in this Agreement:

  • (i) no Additional Commitment shall require the consent of any Lender other than the Additional Lender in question, but each Additional Commitment shall require the approval of the Administrative Agent, not to be unreasonably withheld, delayed or conditioned;
  • (ii) no Lender shall have any obligation to provide any Additional Commitment unless it agrees to do so in its sole discretion;
  • (iii) each existing Lender shall have the right to acquire any Additional Commitment on a pro rata basis determined by reference to all other existing Lenders that also choose to do so;
  • (iv) the aggregate amount of all Additional Commitments shall not exceed Cdn.$50,000,000;

• (v) the aggregate amount of all Additional Commitments requested at any one time shall not be less than Cdn.$10,000,000; and

• (vi) the Borrower may pay such up-front, arrangement or other fees as may be agreed by the Administrative Agent and any Additional Lender in connection with the provision by such Additional Lender of an Additional Commitment;

• (d) For greater certainty but without limitation, any Additional Lender shall be entitled to share pro rata in any prepayments made by the Borrower pursuant to Section 2.9, and the obligations of the Credit Parties under any such Additional Commitment shall be secured pari passu with the other obligations of the Credit Parties under the Loan Documents.

2.2 Loans and Borrowings.

(1) Loans. Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made by the Lenders rateably based upon their Applicable Percentages. Each Swingline Loan shall be made in accordance with the procedures set forth in Section 2.20. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Revolving Credit Commitments of the Lenders are several and no Lender shall be responsible for any other Lender's failure to make Loans as required.

(2) Composition of Borrowings. Subject to Section 2.20, each Borrowing of Revolving Loans shall be comprised entirely of Canadian Prime Loans, Bankers' Acceptances and B/A Equivalent Loans, Base Rate Loans, SOFR Loans or Letters of Credit as the Borrower may request in accordance herewith. Each Lender may at its option make any SOFR Loan by causing any domestic or foreign branch or Lender Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not result in any increased costs for the Borrower or affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(3) Amount of Borrowings. At the commencement of each Interest Period for any SOFR Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of U.S.$100,000 and not less than U.S.$1,000,000. At the time that each Canadian Prime Borrowing or Base Rate Borrowing under the Revolving Credit (other than a Swingline Loan) is made, such Borrowing shall be in an aggregate amount that is an integral multiple of Cdn.$100,000 or U.S.$100,000, as applicable, and not less than Cdn.$1,000,000 or U.S.$1,000,000, as applicable; provided that a Canadian Prime Borrowing or a Base Rate Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total applicable Revolving Credit Commitments or that is required to finance the reimbursement of an LC Disbursement. Borrowings of more than one Type and class may be outstanding at the same time; provided that there shall not at any time be more than a total of 5 B/A Borrowings or 5 SOFR Borrowings outstanding.

2.3 Requests for Borrowings.

(1) Requesting a Borrowing. To request a Borrowing (other than a Swingline Loan), the Borrower shall notify the Administrative Agent of such request in writing substantially in the form of Exhibit B (each, a "Borrowing Request") (a) in the case of a SOFR Borrowing, not later than 11:00 a.m. three Business Days before the date of the proposed Borrowing, (b) in the case of a B/A Borrowing, not later than 11:00 a.m. two Business Days before the date of the proposed Borrowing, or (c) in the case of a Canadian Prime Borrowing or a Base Rate Borrowing, not later than 11:00 a.m., one Business Day before the date of the proposed Borrowing; provided that any such notice of a Canadian Prime Borrowing or a Base Rate Borrowing to finance the reimbursement of an LC Disbursement shall not be given later than

10:00 a.m. on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable. The Administrative Agent and each Lender are entitled to rely and act upon any Borrowing Request given or purportedly given by the Borrower, and the Borrower hereby waives the right to dispute the authenticity and validity of any such request or resulting transaction once the Administrative Agent or any Lender has advanced funds, accepted a B/A or made a B/A Equivalent Loan based on such Borrowing Request. Each Borrowing Request shall specify the following information:

• (i) the aggregate amount of each requested Borrowing;
• (ii) the date of such Borrowing, which shall be a Business Day;
• (iii) whether such Borrowing is to be a Canadian Prime Borrowing, a B/A Borrowing, a Base Rate Borrowing, a SOFR Borrowing or a Letter of Credit;
• (iv) in the case of a SOFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period", and in the case of a B/A Borrowing, the initial Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term "Contract Period"; and
• (v) the location and number of the Borrower's account to which funds are to be disbursed, which shall comply herewith.

(2) Default Terms. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Canadian Prime Borrowing (if denominated in Canadian Dollars) or a Base Rate Borrowing (if denominated in U. S. Dollars). If no currency is specified, the Borrowing shall be denominated in Canadian Dollars. If no Interest Period is specified with respect to any requested SOFR Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. If no Contract Period is specified with respect to any requested B/A Borrowing, then the Borrower shall be deemed to have selected a Contract Period of one month's duration. Promptly following receipt of a Borrowing Request in accordance with Section 2.3, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender's Loan to be made as part of the requested Borrowing.

(3) Conversion or Rollover of Borrowings. Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request. Thereafter, the Borrower may elect to convert a Borrowing to a different Type or to rollover such Borrowing and, in the case of (a) a SOFR Borrowing, may elect a new Interest Period therefor, or (b) a B/A Borrowing, may elect a new Contract Period therefor, all as provided in this Section 2.3(3). The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated rateably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section 2.3(3) shall not apply to Swingline Borrowings, which may not be converted or continued. To make an election pursuant to this Section 2.3(3), the Borrower shall notify the Administrative Agent of such election by the time that a Borrowing Request would be required under Section 2.3(1) if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such request shall be irrevocable. In addition to the information specified in Section 2.3(1), each Borrowing Request shall specify the Borrowing to which such request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing. Notwithstanding the foregoing, the Borrower is not entitled to elect a new Contract Period in respect of a B/A Borrowing or a new Interest Period in respect of a SOFR Borrowing, or to convert a

Borrowing of any Type into a SOFR Borrowing, a B/A or B/A Equivalent Loan, if a Default has occurred and is continuing.

(4) Deemed Election to Convert. In the absence of a timely and proper election (including due to the existence of a Default) with regard to (a) SOFR Borrowings, the Borrower shall be deemed to have elected to convert such SOFR Borrowings to Base Rate Borrowings on the last day of the Interest Period of the relevant SOFR Borrowings, and (b) B/A Borrowings, the Borrower shall be deemed to have elected to convert such B/A Borrowings to Canadian Prime Borrowings on the last day of the Contract Period of the relevant B/A/ Borrowings.

2.4 Funding of Borrowings.

(1) Funding. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.20. The Administrative Agent shall make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in Toronto and designated by the Borrower in the applicable Borrowing Request; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.19 shall be remitted by the Administrative Agent to the Issuing Bank.

(2) Each Lender's Share of Borrowing. Unless the Administrative Agent has received written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.4(1) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the Administrative Agent shall seek repayment of such corresponding amount, firstly, from the applicable Lender and, secondly, from the Borrower, if the applicable Lender does not immediately repay such corresponding amount. The applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at the interest rate applicable to Canadian Prime Loans (if the unpaid amount is denominated in Canadian Dollars) or to Base Rate Loans (if the unpaid amount is denominated in U.S. Dollars). If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender's Loan included in such Borrowing. Any payment by the Borrower shall be made without prejudice to any claim the Borrower may have against a Defaulting Lender.

2.5 Interest and Acceptance Fees.

(1) Interest. The Loans comprising each Canadian Prime Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 days or 366 days, as the case may be) at a rate per annum equal to the Canadian Prime Rate plus the Applicable Margin from time to time in effect. The Loans comprising each Base Rate Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 days or 366 days, as the case may be) at a rate per annum equal to the Base Rate plus the Applicable Margin from time to time in effect. The Loans comprising each SOFR Borrowing shall bear interest (computed on the basis of the actual number of days in the relevant Interest Period over a year of 360 days) at Adjusted Term SOFR for the Interest Period in effect for such SOFR Borrowing plus the Applicable Margin.

(2) Acceptance Fee. The Loans comprising each B/A Borrowing shall be subject to the Acceptance Fee which shall be payable as set out in Section 2.11.

(3) Before and After Judgment Interest. Notwithstanding the foregoing, if a Default or an Event of Default shall have occurred and be continuing, the Loans shall bear interest, after as well as before judgment:

• (a) subject to Section 2.5(3)(b), at a rate per annum equal to [Redacted]% plus the rate otherwise applicable to such Loan or, in the case of any amount not constituting principal or interest on a Loan, at a rate equal to [Redacted]% plus the rate otherwise applicable to, in the case of Canadian Dollar amounts, Canadian Prime Loans, or in the case of U.S. Dollar amounts, Base Rate Loans;
• (b) if (i) a Security Document creates a mortgage on real property or a hypothec on immovables, or (ii) the rate provided for in Section 2.5(3)(a) is otherwise determined to be unenforceable, then, in either case, at a rate per annum equal to the rate otherwise applicable to such Loan or, in the case of any amount not constituting principal or interest on a Loan, at a rate equal to the rate otherwise applicable to, in the case of Canadian Dollar amounts, Canadian Prime Loans, or in the case of U.S. Dollar amounts, Base Rate Loans;

provided that, without limiting the effect of Section 2.5(3)(b)(ii), to the extent permitted by applicable law, nothing in Section 2.5(3)(b)(ii) shall preclude the operation of this Section 2.5(3) where:

• (c) a Security Document that creates a mortgage on real property or a hypothec on immovables also creates a Lien on other property and assets; or
• (d) the principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is also secured by a Lien other than a mortgage on real property or a hypothec on immovables.

(4) Accrued Interest. Accrued interest on each Loan (other than B/A Borrowings) shall be payable in arrears on (a) each applicable Interest Payment Date, and (b) upon termination of the Revolving Credit Commitments. In addition, in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. Interest on overdue amounts shall be payable upon demand.

(5) Days Interest Payable. All interest hereunder shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Any Loan that is repaid on the same day on which it is made shall bear interest for one day. The applicable Canadian Prime Rate, Base Rate, Adjusted Term SOFR or Discount Rate shall be determined by the Administrative Agent, and such determination shall be prima facie evidence thereof, absent manifest error.

• (6) Yearly Rate of Interest.
• (a) For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid under any Loan Document is to be calculated on the basis of a 360-day or 365-day year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360 or 365, as applicable. The rates of interest under this Agreement are nominal rates, and not

effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement.

• (b) The Borrower acknowledges and confirms, to the extent permitted by applicable law, that:
  • (i) it will not claim that clause (a) above does not satisfy the requirements of Section 4 of the Interest Act (Canada) to the extent it applies to the expression or statement of any interest payable under any Loan Document; and
  • (ii) each Credit Party is able to calculate the yearly rate or percentage of interest payable under any Loan Document based upon the methodology set out in clause (a) above.
• (c) The Borrower agrees not to, and to cause each Credit Party not to, plead or assert, whether by way of defence or otherwise, in any proceeding relating to the Loan Documents, that the interest payable thereunder and the calculation thereof has not been adequately disclosed to any Credit Party, whether pursuant to Section 4 of the Interest Act (Canada) or any other applicable Law or legal principle.
• (d) Notwithstanding anything to the contrary contained in this Agreement, other than Section 2.5(7), if the amount of interest payable under any Loan Document is reduced by virtue of the application of Section 4 of the Interest Act (Canada), then, to the extent permitted by applicable law, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, if an Event of Default pursuant to Sections 7.1(f) and (h) shall have occurred and be continuing, automatically and without further action by the Administrative Agent), an amount equal to the amount of such reduction.

(7) Criminal Interest. If any provision of this Agreement would oblige the Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by applicable Law or would result in a receipt by that Lender of "interest" at a "criminal rate" (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Law or so result in a receipt by that Lender of "interest" at a "criminal rate", such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows:

• (a) first, by reducing the amount or rate of interest or the amount or rate of any Acceptance Fee required to be paid to the affected Lender under Section 2.5; and
• (b) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the affected Lender which would constitute interest for purposes of section 347 of the Criminal Code (Canada).

(8) Reconciliation for Additional Interest and Fees. Notwithstanding anything to the contrary contained in this Agreement, if, as a result of any restatement or other adjustment to the financial statements delivered under this Agreement (including any adjustment to unaudited financial statements as a result of subsequent audited financial statements) or for any other reason, the reported Leverage Ratio as of any applicable date was inaccurate and, as a result of such occurrence the Applicable Margins

applicable to any Loans or any fees for any period were lower than would otherwise be the case, then the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, if an Event of Default pursuant to Sections 7.1(f) and (h) shall have occurred and be continuing, automatically and without further action by the Administrative Agent), an amount equal to the excess of the amount of interest and fees that should have been paid by the Borrower for such period over the amount of interest and fees actually paid by the Borrower for such period, plus interest on such amount at the rate otherwise applicable herein. The Borrower's obligations under this Section 2.5(8) shall survive the termination of the Revolving Credit Commitments and the repayment of all Indebtedness hereunder.

2.6 Termination and Reduction of Commitments; Extensions.

(1) Maturity Dates. Unless previously terminated, the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date.

(2) Cancellation of Unused Credit. The Borrower may, upon five Business Days' prior written notice to the Administrative Agent, permanently cancel any unused portion of the Revolving Credit, without penalty. The Administrative Agent shall promptly notify each Lender of the receipt by the Administrative Agent of any such notice. Any such cancellation shall be applied rateably in respect of the Revolving Credit Commitments of each Lender. Each notice delivered by the Borrower pursuant to this Section 2.6(2) shall be irrevocable.

(3) Extensions. At any time prior to the Revolving Credit Maturity Date (the unextended Revolving Credit Maturity Date being referred to in Section 2.6 as, an "Extension Date") but not more than once in any calendar year, the Borrower may, subject to satisfaction of the conditions precedent for a Borrowing set forth in Sections 4.2(a) and 4.2(b), deliver to the Administrative Agent a request for an extension of the Extension Date for a period of up to 5 years from the date of such request (the "Extension Request"); provided that the Borrower may withdraw an Extension Request, even if the Required Lenders have already consented to such Extension Request, by notice in writing delivered to the Administrative Agent not later than the close of business on the third Business day prior to the Extension Date. The Administrative Agent shall promptly notify the Lenders of its receipt of any Extension Request, with particulars thereof. Within 30 days after the Administrative Agent has notified a Lender of its receipt of an Extension Request, such Lender shall notify the Borrower and the Administrative Agent of its election to extend or not extend the Extension Date as requested in such Extension Request (which election to extend or not extend shall be made by each such Lender in its sole and absolute discretion). Any failure by any Lender to notify the Borrower and the Administrative Agent of its election to extend or not extend the Extension Date as requested in such Extension Request shall be deemed to be a refusal to extend the Extension Date. Unless the Extension Request has been withdrawn by the Borrower in accordance with the proviso above, if the Required Lenders approve in writing the extension of the Extension Date requested in such Extension Request, the Extension Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that if an Extension Request has been made, but there are one or more Lenders which do not consent in writing to the Extension Request within 35 days after receipt of the notice of the Extension Request from the Administrative Agent (a "Non-Extending Lender"), then the Borrower shall be entitled to choose one of the following options, and the Borrower shall notify the Administrative Agent of its choice not later than 10 days prior to the Extension Date:

(a) the Revolving Loans of any Non-Extending Lender shall be repaid on the applicable Maturity Date (without giving effect to the extension requested in such Extension Request, with respect to the Non-Extending Lender only) and the Revolving Credit

Commitments of such Non-Extending Lender shall be permanently cancelled on such date;

• (b) at the sole expense of the Borrower, upon notice to such Lender and the Administrative Agent, the Revolving Credit Commitments of any Non-Extending Lender shall be assigned to (and assumed by) an assignee permitted under Section 9.4 upon payment by the assignee to the Non-Extending Lender of an amount equal to the outstanding principal of the Revolving Loans and participation in LC Disbursements and Swingline Loans thereunder, if any, accrued interest thereon, accrued fees and all other amounts payable to the Non-Extending Lender hereunder, provided that (i) such assignment does not conflict with any applicable Law, and (ii) any assignee which becomes a Lender as a result of such an assignment shall be deemed to have consented to the applicable Extension Request and, therefore, shall not be a Non-Extending Lender; or
• (c) the Borrower may withdraw the applicable Extension Request.

(4) Non-Extending Lenders. Any Non-Extending Lender shall provide to the Borrower its full co-operation in facilitating the assignment of the applicable Revolving Credit Commitment of such Non-Extending Lender to an assignee permitted hereunder (which assignee may be another Lender, if such assignee Lender accepts such assignment) identified by the Borrower that is ready, willing and able to be an assignee with respect thereto. If an Extension Request has been made and if, within 35 days after receipt by the Lenders of the notice of the Extension Request from the Administrative Agent, the Required Lenders have not approved in writing the extension of the Extension Date requested in an Extension Request, the Extension Date shall not be extended pursuant to such Extension Request. The Administrative Agent shall promptly notify the Lenders and the Borrower of (a) any extension of the Extension Date pursuant to Section 2.6, and (b) of any Lender which becomes a Non-Extending Lender.

2.7 Repayment of Loans.

(1) Repayment of Revolving Credit. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the Lenders the outstanding principal amount of the Revolving Loans on the Revolving Credit Maturity Date

2.8 Evidence of Debt.

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

(2) Account Details. The Administrative Agent shall maintain accounts in which it shall record (a) the amount of each Borrowing made hereunder, the class and Type thereof and, in the cases of Bankers' Acceptances and SOFR Loans, the relevant Contract Period or Interest Period, applicable thereto, (b) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, and (c) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender's share thereof.

(3) Accounts Prima Facie Evidence. The entries made in the accounts maintained pursuant to Sections 2.8(1) and (2) shall be prima facie evidence (absent manifest error) of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the

Borrower to repay the Borrowings in accordance with the terms of this Agreement. In the event of a conflict between the records maintained by the Administrative Agent and any Lender, the records maintained by the Administrative Agent shall govern.

(4) Promissory Notes. Any Lender may request that Loans (other than B/As) made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.4) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

2.9 Prepayments.

(1) Currency Fluctuations. If, at any time, the Revolving Credit Exposure of any Lender exceeds the Revolving Credit Commitment of such Lender by greater than 3.0% as a result of any fluctuation in currencies (any such excess being referred to in this Section as an "Excess Amount"), then the Borrower shall repay to the Administrative Agent, for the account of each applicable Lender, an amount equal to the Excess Amount with respect to such Lender. The repayment of the Excess Amount to each such Lender shall be made by the Borrower within two (2) Business Days after the Borrower receives notice from the Administrative Agent of the occurrence and amount of any Excess Amount. The Administrative Agent shall request repayment of any Excess Amount forthwith upon request therefor by any Lender, but neither the Administrative Agent nor the Borrower is otherwise required to monitor Excess Amount levels or to request repayment thereof. Repayments of Excess Amounts pursuant to this Section 2.9(1) shall not affect the amount of the Revolving Credit.

• (2) Mandatory Loan Prepayments.
• (a) In the event of an Involuntary Asset Disposition by any Credit Party, the Borrower shall, within five Business Days of such Involuntary Asset Disposition, prepay (by payment to the Administrative Agent for the account of the Lenders) an aggregate principal amount of Loans equal to the amount of Net Proceeds therefrom; provided that this prepayment requirement shall not apply to that portion of such Net Proceeds used (or unconditionally committed to be used) by a Credit Party to purchase replacement assets within 90 days of such Involuntary Asset Disposition.
• (b) Prepayments of the Loans pursuant to Section 2.9(2)(a) shall be applied to the permanent prepayment of amounts outstanding under the Revolving Credit and the permanent cancellation of a corresponding portion of the Revolving Credit and the Revolving Credit Commitment.

(3) Voluntary Prepayments. The Borrower may, at its option, at any time and from time to time, prepay without penalty (subject to Section 2.14) or premium the Loans under the Revolving Credit, in whole or in part, upon giving three Business Days' prior written notice to the Administrative Agent. Such notice shall specify the date and amount of prepayment and whether the prepayment is of Canadian Prime Loans, Base Rate Loans, SOFR Loans, B/As (or B/A Equivalent Loans) or any combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Each voluntary prepayment of any Canadian Dollar-denominated Loan pursuant to this Section 2.9(3) shall be in a minimum principal amount of Cdn.$1,000,000 and in an integral multiple of Cdn.$100,000,

and each voluntary prepayment of any U.S. Dollar-denominated Loan pursuant to this Section 2.9(3) shall be in a minimum principal amount of U.S.$1,000,000 and in an integral multiple of U.S.$100,000.

(4) Notice by Borrower. Each notice provided by the Borrower hereunder in respect of any prepayment pursuant to Section 2.9(3) shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid. Each partial voluntary prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Borrowing as provided in Section 2.2(3).

(5) Notice by Administrative Agent. Upon receipt of a notice of prepayment pursuant to Section 2.9, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender's share of such prepayment based upon its Applicable Percentage

(6) General. Any amount required to be prepaid on a date pursuant to Section 2.9 shall be due and payable together with any amount payable pursuant to Section 2.14 and accrued interest to such date on such amount in accordance with Section 2.5(4). For the avoidance of doubt, any prepayment of a B/A (or B/A Equivalent Loan) shall be applied against the face amount (or undiscounted amount) thereof. Any prepayment pursuant to Sections 2.9(1), (2) or (3) shall be applied first to Canadian Prime Rate Loans or Base Rate Loans, second to SOFR Loans, and third to B/A's or B/A Equivalent Loans, and the Borrower shall convert funds received pursuant to Section 2.9(2) as required to do so.

2.10 Fees.

(1) Standby Fees. The Borrower shall pay to the Administrative Agent for the account of and distribution to each Lender a standby fee for the period commencing on the Closing Date to and including the Revolving Credit Maturity Date (or such earlier date as the Revolving Credit Commitments shall have been terminated entirely) computed at a rate per annum equal to the rate stipulated under "Standby Fee" in the definition of Applicable Margin on the excess amount of the Revolving Credit Commitment of such Lender over its Revolving Credit Exposure. Such standby fee shall be (a) payable in arrears on each Quarterly Date, commencing on the first Quarterly Date to occur after the Closing Date, and on the date on which the Revolving Credit Commitments terminate, and (b) computed daily on the basis of a year of 365 or 366 days, as the case may be, and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

• (2) Participation and Fronting Fees. The Borrower shall pay:
• (a) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Applicable Margin for Letters of Credit on the daily amount of such Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Lender's Revolving Credit Commitment terminates and the date on which such Lender ceases to have any LC Exposure; and
• (b) to the Issuing Bank (i) a fronting fee, which shall accrue at [Redacted]% per annum on the daily amount of the Total LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements and that portion attributable to the Issuing Bank) during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Credit Commitments and the date on which there ceases to be any Total LC Exposure and (ii) the Issuing Bank's standard fees with respect to the

issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder.

Participation fees and fronting fees shall be (a) payable in arrears on each Quarterly Date, commencing on the first Quarterly Date to occur after the Closing Date, and on the date on which the Revolving Credit Commitments terminate, and (b) computed daily on the basis of a year of 365 days or 366 days, as the case may be, and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation and fronting fees accruing after the date on which the Revolving Credit Commitments terminate shall be payable on demand.

(3) Fees to Administrative Agent. The Borrower shall pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon in the Fee Letter.

(4) Payment of Fees. All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of standby and participation fees, to the Lenders. Fees paid shall not be refundable except in the case of manifest error in the calculation of any fee payment.

2.11 Bankers' Acceptances.

(1) Request for B/A Borrowings. Subject to the terms and conditions of this Agreement, the Borrower may request a Borrowing by presenting drafts for acceptance and purchase as B/As by the Lenders. The Borrower shall not be entitled to obtain or roll over any B/A Borrowings or B/A Equivalent Loans at any time that a Default or an Event of Default has occurred and is continuing.

(2) Contract Period. No Contract Period with respect to a B/A to be accepted and purchased under the Revolving Credit shall extend beyond the Revolving Credit Maturity Date.

(3) Lender as Power of Attorney. To facilitate availment of B/A Borrowings, the Borrower hereby appoints each Lender as its attorney to sign and endorse on its behalf (in accordance with a Borrowing Request relating to a B/A Borrowing), in handwriting, by facsimile, electronic mail or mechanical signature as and when deemed necessary by such Lender, blank forms of B/As in the form requested by such Lender. Each Lender shall maintain an adequate supply of blank forms of B/As for acceptance under this Agreement. The Borrower recognizes and agrees that all B/As signed or endorsed by a Lender on behalf of the Borrower shall bind the Borrower as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of the Borrower. Each Lender is hereby authorized (in accordance with a Borrowing Request relating to a B/A Borrowing) to issue such B/As endorsed in blank in such face amounts as may be determined by such Lender; provided that the aggregate amount thereof is equal to the aggregate amount of B/As required to be accepted and purchased by such Lender. No Lender shall be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except where it results from the gross negligence or wilful misconduct of the Lender or its officers, employees, agents or representatives. Each Lender shall maintain a record with respect to B/As (a) received by it in blank hereunder, (b) voided by it for any reason, (c) accepted and purchased by it hereunder, and (d) cancelled at their respective maturities. On request by or on behalf of the Borrower, a Lender shall cancel all forms of B/A which have been presigned or pre-endorsed on behalf of the Borrower and which are held by such Lender and are not required to be issued in accordance with the Borrower's irrevocable notice. Alternatively, the Borrower agrees that, at the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent a "depository note" which complies with the requirements of the Depository Bills and Notes Act (Canada), and consents to the deposit of any such depository note in the book-based debt clearance system maintained by the Canadian Depository for Securities.

(4) B/A Signatory. Drafts of the Borrower to be accepted as B/As hereunder shall be signed as set out in this Section 2.11. Notwithstanding that any person whose signature appears on any B/A may no longer be an authorized signatory for any Lender or the Borrower at the date of issuance of a B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed shall be binding on the Borrower.

(5) B/A Amounts. Promptly following receipt of a Borrowing Request specifying a Borrowing by way of B/As, the Administrative Agent shall so advise the Lenders and shall advise each Lender of the aggregate face amount of the B/As to be accepted by it and the applicable Contract Period (which shall be identical for all Lenders). In the case of B/A Borrowings under the Revolving Credit, the aggregate face amount of the B/As to be accepted by the Lenders shall be in a minimum aggregate amount of Cdn.$1,000,000 and shall be a whole multiple of Cdn.$100,000, and such face amount shall be in the Lenders' pro rata portions of such Borrowing, provided that the Administrative Agent may, in its sole discretion, increase or reduce any Lender's portion of such B/A Borrowing to the nearest Cdn.$100,000 without reducing the overall Revolving Credit Commitments.

(6) Acceptance of B/A. Upon acceptance of a B/A by a Lender, such Lender shall purchase, or arrange for the purchase of, each B/A from the Borrower at the Discount Rate for such Lender applicable to such B/A accepted by it and provide to the Administrative Agent the Discount Proceeds therefor for the account of the Borrower. The Acceptance Fee payable by the Borrower to a Lender under Section 2.5 in respect of each B/A accepted by such Lender shall be set off against the Discount Proceeds payable by such Lender under Section 2.11.

(7) Lender's Rights Re B/A. Each Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/As accepted and purchased by it.

(8) B/A Equivalent Loans. If a Lender notifies the Administrative Agent in writing that it is unable or unwilling to accept Bankers' Acceptances, such Lender shall, instead of accepting and purchasing Bankers' Acceptances, make a Loan (a "B/A Equivalent Loan") to the Borrower in the amount and for the same term as the draft which such Lender would otherwise have been required to accept and purchase hereunder. Each such Lender shall provide to the Administrative Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the Borrower. Each such B/A Equivalent Loan shall bear interest at the same rate which would result if such Lender had accepted (and been paid an Acceptance Fee) and purchased (on a discounted basis) a Bankers' Acceptance for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Lenders and the Borrower as the Bankers' Acceptance which such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and shall be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a Bankers' Acceptance would be deducted from the face amount of the Bankers' Acceptance. Subject to repayment requirements, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the Borrower shall be entitled to convert each such B/A Equivalent Loan into another type of Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Agreement.

(9) Notice of Intention to Issue B/As. With respect to each B/A Borrowing, at or before 11:00 a.m. two Business Days before the last day of the Contract Period of such B/A Borrowing, the Borrower may notify the Administrative Agent by irrevocable written notice if it intends to repay, rollover or convert such B/A Borrowing on the last day of that Contract Period. If the Borrower fails to notify the Administrative Agent of its intention to issue B/As on such last day of the Contract Period, the Borrower may provide payment to the Administrative Agent on behalf of the Lenders of an amount equal to the aggregate face amount of such B/A Borrowing on the last day of the Contract Period thereof. If the Borrower fails to make such payment, such maturing B/As shall be deemed to have been converted on the last day of the Contract Period into a Canadian Prime Loan in an amount equal to the face amount of such B/As.

(10) Upon Maturity of B/As. The Borrower waives presentment for payment and any other defence to payment of any amounts due to a Lender in respect of a B/A accepted and purchased by it pursuant to this Agreement which might exist solely by reason of such B/A being held, at the maturity thereof, by such Lender in its own right, and the Borrower shall not claim any days of grace if such Lender, as holder, sues the Borrower on the B/A for payment of the amount payable by the Borrower thereunder. On the last day of the Contract Period of a B/A, or such earlier date as may be required or permitted pursuant to the provisions of this Agreement, the Borrower shall pay the Lender that has accepted and purchased such B/A the full face amount of such B/A and, after such payment, the Borrower shall have no further liability in respect of such B/A and such Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.

(11) Participation. If a Lender grants a participation in a portion of its rights under this Agreement to a Participant under Section 9.4(5), then, in respect of any B/A Borrowing, a portion thereof may, at the option of such Lender, be by way of Bankers' Acceptance accepted by such Participant. In such event, the Borrower shall upon request of the Administrative Agent or the Lender granting the participation execute and deliver a form of Bankers' Acceptance undertaking in favour of such Participant for delivery to such participant.

(12) Repayment of B/As. Any B/A Borrowing may be repaid by the Borrower in whole or in part prior to the expiry date of the Contract Period. Any such repayment shall be unconditional, and shall not serve as a deposit or other form of collateral. For the avoidance of doubt, the amount owing by the Borrower with respect to any B/A Borrowing shall unconditionally be the face amount of the B/As and/or undiscounted amount of the B/A Equivalent Loans in question, such that any prepayment shall not serve to reduce the prepaid interest cost of such B/A Borrowing.

2.12 Alternate Rate of Interest.

(1) Pricing Disconnect. If prior to the commencement of any Interest Period for a SOFR Borrowing or the commencement of any Contract Period for a B/A Borrowing the Administrative Agent is advised by a Lender that:

• (i) Adjusted Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lender of making or maintaining its SOFR Loans included in such Borrowing for such Interest Period; or
• (ii) the Discount Rate for such Contract Period will not adequately and fairly reflect the cost to such Lender of issuing or maintaining its B/As included in such Borrowing for such Contract Period,

then the Administrative Agent shall give written notice thereof to the Borrower as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and such that the circumstances giving rise to such notice no longer exist, (A) any Borrowing Request that requests the conversion of any Borrowing to, or rollover of any Borrowing as, a SOFR Borrowing or B/A Borrowing, as applicable, shall with regard to such Lender be ineffective, and (B) if any Borrowing Request requests a SOFR Borrowing or B/A Borrowing, as applicable, such Lender shall make such Borrowing as a Base Rate Borrowing or Canadian Prime Borrowing, as applicable.

(2) Term SOFR Fallback.

• (a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior any setting of the then-current Benchmark, then (i) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of "Benchmark Replacement" for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (ii) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of "Benchmark Replacement" for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis. No Hedge Arrangement shall be deemed to be a "Loan Document" for purposes of this Section 2.12(2).
• (b) Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such 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) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (i) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.12(2)(d) and (ii) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.12(2), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.12(2).
• (d) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such

Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of "Interest Period" (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or nonrepresentative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of "Interest Period" (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

• (e) Benchmark Unavailability Period. Upon the Borrower's receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a SOFR Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.
• (f) Defined Terms. As used in this Section 2.12(2) or otherwise with respect to Term SOFR Reference Rate:

"Available Tenor" means, as of any date of determination and with respect to the thencurrent Benchmark, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of "Interest Period" pursuant to Section 2.13(2)(d). "Benchmark" means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then "Benchmark" means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.12(2)(a).

"Benchmark Replacement" means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(a) the sum of (i) Daily Simple SOFR and (ii) [Redacted]% ([Redacted] basis points);and

(b) the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment.

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

"Benchmark Replacement Adjustment" means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.

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

• (a) in the case of clause (a) or (b) of the definition of "Benchmark Transition Event," the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or
• (b) in the case of clause (c) of the definition of "Benchmark Transition Event," the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the "Benchmark Replacement Date" will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all thencurrent Available Tenors of such Benchmark (or the published component used in the calculation thereof).

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

• (i) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);
• (ii) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or
• (iii) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

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

"Benchmark Transition Start Date" means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

"Benchmark Unavailability Period" means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.12(2) and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.12(2).

"Conforming Changes" means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of 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 "U.S. Government Securities Business Day," the definition of "Interest Period" or any similar or analogous definition (or the addition of a concept 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 Section 2.12(2) and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and 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 any such rate 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).

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

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

"Unadjusted Benchmark Replacement" means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

(3) CDOR Fallback**.**

(a) If at any time the Administrative Agent gives notice to the Borrower of the Administrative Agent's determination that (i) the CDOR Rate has become generally unavailable and that such unavailability is unlikely to be temporary, or (ii) that the circumstances set forth in Section (1)(ii) have arisen and such circumstances are unlikely to be temporary, or if there is a public announcement by the Bank of Canada or the administrator of the CDOR Rate (or by a governmental authority having jurisdiction over such administrator or the Agent) identifying a specific date after which the CDOR Rate will no longer be provided as a benchmark for determining rates for loans or bankers acceptances, then the Administrative Agent and the Borrower will negotiate in good faith to (i) establish an alternate rate to the CDOR Rate that is then a broadly accepted or recommended replacement rate to the CDOR Rate for syndicated credit facilities, and (ii) if necessary, make consequential adjustments to the relevant Applicable Margin. However, if at any time such alternate rate of interest is less than the Floor, then such rate will then be deemed to be zero.

(c) After the date of a notice given pursuant to or the date identified in an announcement contemplated by Section 2.12(3)(a), until an amendment made in accordance with Section 2.12(3)(a) becomes in effect any request for a Banker's Acceptance or to convert or continue any Borrowing as a Banker's Acceptance will be ineffective, and the Borrower must repay on its maturity any outstanding Banker's Acceptance or then convert it as a Canadian Prime Rate Loan.

2.13 Increased Costs; Illegality.

• (1) Compensation for Increased Costs. If any Change in Law shall:
• (a) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender; or
• (b) impose on any Lender or Issuing Bank or the London interbank market any other condition affecting this Agreement (including the imposition on any Lender of, or any change to, any Indemnified Tax or other charge with respect to its Loans or any Letter of Credit or participation therein, or its obligation to make Loans or issue or participate in any Letter of Credit),

and the result of any of the foregoing is 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 Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrower shall, subject as otherwise provided in Section 2.13(3) below, pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

(2) Compensation for Reduced Rate of Return. If any Lender or Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's or Issuing Bank's capital or liquidity or on the capital or liquidity of such Lender's holding company or such Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or Issuing Bank or such Lender's or Issuing Bank's holding company would have achieved but for such Change in Law (taking into consideration such Lender's or Issuing Bank's policies and the policies of such Lender's or Issuing Bank's holding company with respect to capital adequacy or liquidity and such Lender's desired return on capital), then from time to time the Borrower shall, subject as otherwise provided in Section 2.13(3) below, pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender's or Issuing Bank's holding company for any such reduction suffered. Notwithstanding anything herein to the contrary, (a) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, and Basel Committee on Banking Supervision (or any successor or similar authority) or by United States, Canadian or foreign regulatory authorities, in each case pursuant to Basel

III, and (b) the Dodd-Frank Wall Street Reform and Consumer Protection Act (United States) and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a Change in Law for purposes of this Section 2.13(2) regardless of the date enacted, adopted, issued or implemented.

(3) Additional Compensation. To be entitled to compensation under Section 2.13(1) or (2) above ("Additional Compensation"), (a) the Lender or Issuing Bank claiming such Additional Compensation must provide to the Borrower (i) the certificate referred to in Section 2.13(4) below and (ii) a certificate of a duly authorized officer of such Lender or Issuing Bank certifying that such Lender or Issuing Bank is claiming similar compensation as a general practice from the customers of such Lender or Issuing Bank who by agreement are liable to pay similar compensation and (b) the claim for such Additional Compensation must be made in respect of a period that is not more than 90 days prior to the date the Lender or Issuing Bank claims such Additional Compensation from the Borrower except where the Change in Law in question had retroactive effect extending prior to such time. The Borrower will pay to a Lender or Issuing Bank the Additional Compensation to which it is entitled pursuant to this Section 2.13(3) as set forth in the certificate referred to in Section 2.13(5) below within ten Business Days of receiving its claim for such Additional Compensation and the supporting documentation set forth above.

(4) Certificate. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender as specified in Sections 2.13(1) or (2), together with a brief description of the Change in Law, shall be delivered to the Borrower by such Lender, and shall be prima facie evidence, absent manifest error. In preparing any such certificate, a Lender shall be entitled to use averages and to make reasonable estimates, and shall not be required to "match contracts" or to isolate particular transactions. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

• (5) Illegality.
• (a) If any Lender determines that it is unlawful, or that any Governmental Authority has asserted that it is unlawful, for such 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 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. For the avoidance of doubt, such suspension shall occur notwithstanding that the activity in question was unlawful on the Closing Date. 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.
• (b) If any Lender determines that it is unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender to hold or benefit from a Lien over any parcel

of real property located in the United States, then such Lender may, by written notice to the Administrative Agent, disclaim any benefit of such Lien over such parcel to the extent of such illegality following which such Lender shall not share in any proceeds of realization upon such parcel; provided that, any such determination or disclaimer shall not invalidate, render unenforceable or otherwise impact in any manner whatsoever such Lien over such parcel with respect to any of the other Secured Creditors.

2.14 Break Funding Payments.

In the event of (a) the failure by the Borrower to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered by the Borrower pursuant hereto, (b) the payment or conversion of any SOFR Loan other than on the last day of an Interest Period (including as a result of an Event of Default), or (c) the assignment of any Loan (including the assignment of any SOFR Loan) other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.18, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event,. including any loss, cost or expense arising from the liquidation or redeployment of funds or from any fees payable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.14 shall be delivered to the Borrower by such Lender and shall be prima facie evidence thereof, absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

2.15 Taxes.

(1) Gross-up for Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes except as required by applicable Laws; provided that if the Borrower shall be required to deduct or withhold any Taxes from such payments, then (a) in the case of Indemnified Taxes, the sum payable shall be increased as necessary so that, after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under Section 2.15), the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deduction or withholding been made, (b) the Borrower shall make such required deduction or withholding, and (c) the Borrower shall pay to the relevant Governmental Authority the full amount deducted or withheld in accordance with, and within the time limits prescribed by, applicable Law.

(2) Stamp and Other Taxes. In addition to the payments by the Borrower required by Section 2.15(1), the Borrower shall pay any and all present or future stamp or documentary Taxes or any other excise or property Taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement to the relevant Governmental Authority in accordance with applicable Law.

(3) Indemnity for Taxes. The Borrower shall indemnify the Administrative Agent, each Lender and Issuing Bank, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes paid by the Administrative Agent, such Lender or Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder or under any Loan Document (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under Section 2.15) and any penalties, interest and 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 or Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or Issuing Bank, shall be prima facie evidence thereof, absent manifest error.

(4) Evidence of Tax Payments. As soon as practicable after any payment of Indemnified Taxes described in Section 2.15(1) or (2) by the Borrower to a Governmental Authority, the Borrower 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.

(5) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), and (ii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be prima facie evidence thereof, absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (5).

(6) Status of Lenders. Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, prior to the date on which such Lender becomes a Lender under this Agreement or acquired an interest therein and at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation 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.

2.16 Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

(1) Payments. The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, amounts payable under any indemnity contained herein, or otherwise hereunder) prior to 12:00 noon, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at the Payment Office, except that payments pursuant to Sections 2.10(2)(b), 2.13, 2.14, 2.15 and 9.3 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a

Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension, provided that, in the case of any payment with respect to a SOFR Loan, the date for payment shall be advanced to the next preceding Business Day if the next succeeding Business Day is in a subsequent calendar month. All payments under this Agreement in respect of SOFR Loans and Base Rate Loans and in respect of U.S. Dollar denominated LCs shall be made in U.S. Dollars. All other payments under this Agreement shall be made in Canadian Dollars. The Borrower hereby authorizes the Administrative Agent to debit the general operating bank account of the Borrower which is maintained with the Administrative Agent to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in such account shall be payable by the Borrower to the Administrative Agent in same day funds.

(2) Allocation of Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative Agent (including by debiting the Borrower's current account if available) to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (a) first, towards payment of interest and fees then due hereunder, rateably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (b) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, rateably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

(3) Allocation of Funds in Event of Default. If an Event of Default shall have occurred and be continuing, all payments or proceeds received by the Administrative Agent hereunder or under any other Loan Document in respect of any of the Secured Liabilities (including, but not limited to, Secured Cash Management Obligations and Secured Hedge Arrangements that are owing to any Secured Cash Management Provider or Secured Hedge Counterparty, as applicable), including, but not limited to all proceeds received by the Administrative Agent in respect of any sale of, any collection from, or other realization upon, all or any part of the Collateral, shall, subject to Sections 2.13(5)(b) and 2.21, be applied as follows:

• (a) first, to the payment of all reasonable and documented out-of-pocket costs and expenses of such sale, collection or other realization, including reasonable and documented out-ofpocket compensation to the agents and outside counsel of the Administrative Agent, and all other reasonable and documented out-of-pocket expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder or under any other Loan Document (in its capacity as Administrative Agent and not as a Lender), and to the payment of all reasonable and documented out-of-pocket costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under any other Loan Document, all in accordance with the terms hereof or thereof;
• (b) second, to the extent of any excess of such payments or proceeds, to the rateable payment of any accrued interest, fee or commission due but unpaid under this Agreement;
• (c) third, to the extent of any excess of such payments or proceeds, to the rateable payment of the Loans, LC Cover, the Secured Hedge Obligations and the Secured Cash Management Obligations;
• (d) fourth, to the extent of any excess of such payments or proceeds, to the payment of any other amount due but unpaid under the Loan Documents; and

(e) fifth, to the extent of any excess of such payments or proceeds, to the payment to or upon the order of the Borrower or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

Notwithstanding the foregoing, in no event shall payments or proceeds received by the Administrative Agent from a Guarantor or in respect of its Collateral be applied against Excluded Swap Obligations of such Guarantor.

(4) Sharing of Set-Offs. If any Secured Party shall obtain payment in respect of any of its Secured Liabilities (including by way of set-off or counterclaim) resulting in such Secured Party receiving payment of a greater proportion of the aggregate amount of its Secured Liabilities than the proportion received by any other Secured Party on its Secured Liabilities, then the Secured Party receiving such greater proportion shall purchase (for cash at face value) participations in the Secured Liabilities owed to other Secured Parties (as applicable) to the extent necessary so that the benefit of all such payments shall be shared by the Secured Parties rateably in accordance with the aggregate amount of their respective Secured Liabilities; 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, and (b) this Section 2.16(4) shall not apply to:

• (i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement;
• (ii) any payment obtained by a Lender as consideration for the assignment of, or sale of a participation in, any of its Loans (including participations in LC Disbursements and Swingline Loans);
• (iii) any payment made by or on behalf of a Credit Party under or in connection with any Secured Cash Management Services when no Event of Default has occurred and is continuing;
• (iv) netting under or as between Secured Hedge Arrangements;
• (v) netting as between bank accounts maintained by a Lender and/or its Lender Affiliates; and
• (vi) any Permitted Hedge Payment.

The Borrower hereby consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(5) Assumption of Payment; Reimbursement of Agent. Unless the Administrative Agent shall have received written notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or an Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to

it to but excluding the date of payment to the Administrative Agent, at the applicable rate for Canadian Prime Loans (if such amount is denominated in Canadian Dollars) or the applicable rate for Base Rate Loans (if such amount is denominated in U.S. Dollars).

(6) Failure of Lender to Make Payment. If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.16(5), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender's obligations under such Section 2.16(5) until all such unsatisfied obligations are fully paid.

(7) No Deemed Obligation for Source of Funds. Nothing in this Agreement shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

2.17 Currency Indemnity.

If, for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Agreement or any other Loan Document, it becomes necessary to convert into a particular currency (the "Judgment Currency") any amount due under this Agreement or under any other Loan Document in any currency other than the Judgment Currency (the "Currency Due"), then conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which judgment is given. For this purpose "rate of exchange" means the rate at which the Administrative Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice at its head office in Toronto, Ontario. In the event that there is a change in the rate of exchange prevailing between the Business Day immediately preceding the day on which the judgment is given and the date of receipt by the Administrative Agent of the amount due, the Borrower shall, on the date of receipt by the Administrative Agent, pay such additional amounts, if any, or be entitled to receive from the Administrative Agent reimbursement of such amount, if any, as may be necessary to ensure that the amount received by the Administrative Agent on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by the Administrative Agent is the amount then due under this Agreement or such other Loan Document in the Currency Due. If the amount of the Currency Due which the Administrative Agent is so able to purchase is less than the amount of the Currency Due originally due to it, the Borrower shall indemnify and save the Administrative Agent and the Lenders harmless from and against all loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Loan Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Administrative Agent from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Agreement or any other Loan Document or under any judgment or order. If the amount of the Currency Due which the Administrative Agent is so able to purchase is more than the amount of the Currency Due originally due to it, the Administrative Agent shall promptly refund such excess to the Borrower.

2.18 Mitigation Obligations; Replacement of Lenders.

(1) Mitigation. If any Lender requests compensation under Section 2.13, any Lender notifies the Borrower that it is subject to unlawfulness described in Section 2.13(5), or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, then upon the written request of the Borrower, such Lender shall 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 Lender Affiliates, if, in the judgment of such Lender, such designation or assignment (a) would eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, as the case may be, in the future, and (b) would not subject such Lender to any unlawfulness described in Section 2.13(5) or any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(2) Replacement of Lender. If any Lender requests compensation under Section 2.13, any Lender notifies the Borrower that it is subject to unlawfulness described in Section 2.13(5), any Lender notifies the Borrower that it has a Conflict of Interest in relation to any proposed Acquisition, the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense (including the processing and recording fee contemplated by Section 9.4(2)) and effort, upon 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 Section 9.4), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (a) if such assignee is not otherwise a Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment is being assigned, the Issuing Bank and Swingline Lender), which consent shall not unreasonably be withheld, conditioned or delayed, (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder 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), and (c) in the case of any such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and 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. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (b) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided that any such documents shall be without recourse to or warranty by the parties thereto.

2.19 Letters of Credit.

(1) General. Subject to the terms and conditions set out herein, the Borrower may request the issuance of Letters of Credit as an availment of the Revolving Credit Commitment, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time up to the Revolving Credit Maturity Date. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall govern. Notwithstanding anything herein to the contrary, the Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would be made available to any

Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions, (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement or (iii) in any manner that would result in a violation of one or more policies of such Issuing Bank applicable to letters of credit generally.

(2) Notice of Issuance, Amendment, Renewal, Extension, Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (at least five Business Days in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension, the date on which such Letter of Credit is to expire (which shall comply with Section 2.19(3)), the form, amount and currency (Canadian Dollars and U.S. Dollars only) of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to issue, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank's standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit, the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (a) the Total LC Exposure shall not exceed $5,000,000, and (b) the Total Revolving Credit Exposure shall not exceed the Total Revolving Credit Commitments.

(3) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (a) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (b) the date that is five Business Days prior to the Revolving Credit Maturity Date; provided that a Letter of Credit for which LC Cover has been provided may expire at any time provided that any Letter of Credit may contain customary automatic renewal provisions agreed upon by the beneficiary thereof and the applicable Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit (an "Auto Renewal Letter of Credit") shall automatically be extended for consecutive periods of up to twelve months (but, subject to the penultimate sentence of this Section 2.19(3), not to a date later than the date set forth in clause (b) above). Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such renewal. Once an Auto Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than the date set forth in clause (b) above. Notwithstanding the foregoing to the contrary, a Letter of Credit may expire up to one year beyond the Maturity Date so long as the Borrower cash collateralizes an amount equal to 105% of the face amount of such Letter of Credit in the manner described in Section 2.19(10) or provides a backup letter of credit in such amount and otherwise in form and substance acceptable to the Issuing Bank and the Administrative Agent in their discretion, in each case no later than thirty (30) days prior to the Maturity Date. For the avoidance of doubt, if the Revolving Credit Maturity Date shall be extended pursuant to Section 2.6(3), "Revolving Credit Maturity Date" as referenced in this clause (3) shall refer to the Revolving Credit Maturity Date as extended pursuant to Section 2.6(3); provided that, notwithstanding anything in this Agreement (including Section 2.6(3) hereof) or any other Loan Document to the contrary, the Revolving Credit Maturity Date, as such term is used in reference to an Issuing Bank or any Letter of Credit issued thereby, may not be extended without the prior written consent of such Issuing Bank.

(4) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender's Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender's Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in Section 2.19(5), or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.19(4) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(5) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m. on such date, or, if such notice has not been received by the Borrower prior to 10:00 a.m. on such date, then not later than 12:00 noon on (a) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m. on the day of receipt, or (b) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to 10:00 a.m. on the day of receipt; provided that the Borrower may, subject to the conditions to borrowing set out herein, request in accordance with Section 2.3 that such payment be financed with a Canadian Prime Borrowing, a Base Rate Borrowing or a Swingline Borrowing in an equivalent amount and, to the extent so financed, the Borrower's obligation to make such payment shall be discharged and replaced by the resulting Canadian Prime Borrowing, Base Rate Borrowing or Swingline Borrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender's Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this Section 2.19(5), the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this Section 2.19(5) to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this Section 2.19(5) to reimburse the Issuing Bank for any LC Disbursement (other than the funding of Canadian Prime Borrowings, Base Rate Borrowings, or Swingline Borrowings as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

(6) Obligations Absolute. The Borrower's obligation to reimburse LC Disbursements as provided in Section 2.19(5) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (a) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein or herein, (b) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (c) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (d) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of Section 2.19, constitute a legal or equitable discharge of, or provide a right of set-off

against, the Borrower's obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank. Nothing in this Section 2.19(6) shall be construed to excuse the Issuing Bank from liability to the Borrower for any direct damages (as opposed to indirect, special, punitive or consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that are caused by the Issuing Bank's failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or wilful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), so long as the documents presented under a Letter of Credit substantially comply with the conditions thereof for payment thereunder, the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the Borrower and the Lenders agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(7) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed in writing) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Lenders with respect to any such LC Disbursement.

(8) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate then applicable to Canadian Prime Loans (if in Canadian Dollars) or Base Rate Loans (if in U.S. Dollars). Interest accrued pursuant to this Section 2.19(8) shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to Section 2.19(5) to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment. Subject to the appointment and acceptance of a successor Issuing Bank, the Issuing Bank may resign as Issuing Bank at any time upon thirty days' prior written notice to the Administrative Agent, the Borrower and the Lenders, in which case, such Issuing Bank shall be replaced in accordance with Section 2.19(9) below.

(9) Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank. From and after the effective date of any such replacement, (a) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter, and (b) references

herein to the term "Issuing Bank" shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(10) Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders demanding the deposit of LC Cover, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the Total LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Section 7.1(h), 7.1(i), or 7.1(j). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement with respect to outstanding Letters of Credit. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall bear interest at the prevailing overnight deposit rate of the bank that is the Administrative Agent. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Total LC Exposure at such time or, if the maturity of the Loans has been accelerated, be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived or the Total LC Exposure is reduced to nil.

(11) Letters of Credit Issued for Account of Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder supports any obligations of, or is for the account of, a Subsidiary, or states that a Subsidiary is the "account party," "applicant," "customer," "instructing party," or the like of or for such Letter of Credit, and without derogating from any rights of the applicable Issuing Bank (whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect of such Letter of Credit, the Borrower (i) shall reimburse, indemnify and compensate the applicable Issuing Bank hereunder in respect of such Letter of Credit (including to reimburse any and all drawings thereunder) as if such Letter of Credit had been issued solely for the account of the Borrower and (ii) irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary in respect of such Letter of Credit. All of the terms and conditions of this Section 2.19 shall apply to such Letter of Credit as if it had been issued by the Issuing Bank for the account of the Borrower and the rights and obligations of the Borrower to the Issuing Bank and vice versa in respect of such Letter of Credit hereunder shall be determined accordingly. The Borrower hereby acknowledges that the issuance of such Letters of Credit for its Subsidiaries inures to the benefit of the Borrower, and that the Borrower's business derives substantial benefits from the businesses of such Subsidiaries.

2.20 Swingline Loans.

(1) General. Subject to the terms and conditions set out herein and as part of its Revolving Credit Commitment, the Swingline Lender commits to make Loans (each such Loan made under this Section 2.20, a "Swingline Loan") to the Borrower from time to time during the period commencing on the Closing Date and ending on the Revolving Credit Maturity Date (such commitment being the "Swingline Commitment"), in an aggregate principal amount at any time outstanding up to Cdn.$5,000,000; provided that the Swingline Lender shall not be required to extend further credit hereunder if such extension would result in (a) the Swingline Exposure at such time exceeding the amount of the Swingline Commitment, (b) Total Revolving Credit Exposure exceeding the Total Revolving Credit Commitments, or (c) a Swingline Loan refinancing an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set out herein, the Borrower may borrow, prepay and reborrow Swingline Loans. Swingline Loans shall be available only by way of Canadian Prime Loans and Base Rate Loans.

(2) Interest; Overdrafts. Subject to the terms and conditions set out herein, the Borrower shall be entitled to obtain Swingline Loans by way of overdraft on the Swingline Accounts, and at any given time the Canadian $ Amount of the outstanding principal amount of all Swingline Loans shall be equal to the aggregate amount by which the Swingline Accounts are overdrawn. Swingline Loans shall bear interest at a rate per annum equal to the rate applicable to a Canadian Prime Loan (if in Canadian Dollars) or at a rate per annum equal to the rate applicable to a Base Rate Loan (if in U.S. Dollars). Interest shall be payable on such dates, not more frequent than monthly, as may be specified by the Swingline Lender and in any event on the Revolving Credit Maturity Date. The Swingline Lender shall be responsible for invoicing the Borrower for such interest. The interest payable on Swingline Loans is solely for the account of the Swingline Lender (subject to Section 2.20(3) below). For greater certainty, any cheque, payment instruction or debit authorization from the Borrower resulting in an overdraft in any Swingline Account will be deemed to be a request for a Swingline Loan in an amount equal to such overdraft. Any credit balance which remains in the Swingline Account at the close of business on any day shall be applied by the Administrative Agent towards the repayment of any outstanding Swingline Loan in the applicable currency.

(3) Participations in Swingline Loans. The Swingline Lender may, on no less frequently than once per calendar month (but more frequently in its sole discretion) by written notice given to the Administrative Agent not later than 10:00 a.m. on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent shall give notice thereof to each Lender, specifying in such notice such Lender's Applicable Percentage of such Swingline Loan or Loans. Each Lender shall upon receipt of notice as provided above, pay to the Administrative Agent, for the account of the Swingline Lender, such Lender's Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this Section 2.20 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this Section 2.20 by wire transfer of immediately available funds with respect to Loans made by such Lender, and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this Section 2.20, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent. Any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this Section 2.20 and to the Swingline Lender, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this Section 2.20 shall not relieve the Borrower of any default in the payment thereof. Notwithstanding the foregoing, a Lender shall not have any obligation to acquire a participation in a Swingline Loan pursuant to this Section 2.20 if an Event of Default shall have occurred and be continuing at the time such Swingline Loan was made and such Lender shall have notified the Swingline Lender in writing, at least one Business Day prior to the time such Swingline Loan was made, that such Event of Default has occurred and that such Lender will not acquire participations in Swingline Loans made while such Event of Default is continuing.

(4) Swingline Lender Replacement. The Swingline Lender may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Swingline Lender and the successor Swingline Lender*. The* Administrative Agent shall notify the Lenders of any such replacement of the Swingline Lender. At the time any such replacement shall become effective, the Borrower shall pay all unpaid interest accrued for the account of the replaced Swingline Lender. From and after the effective date of any such replacement, (i) the successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans made thereafter, and (ii) references herein to the term "Swingline Lender" shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the context shall require. After the replacement of a Swingline Lender hereunder, the replaced Swingline Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to its replacement, but shall not be required to make additional Swingline Loans.

(5) Swingline Lender Resignation. Subject to the appointment and acceptance of a successor Swingline Lender, the Swingline Lender may resign as a Swingline Lender at any time upon thirty (30) days' prior written notice to the Administrative Agent, the Borrower and the Lenders, in which case, such Swingline Lender shall be replaced in accordance with Section 2.20(3) above*.*

2.21 Defaulting Lenders.

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

• (a) fees shall cease to accrue pursuant to Section 2.10(1) on the unfunded portion of the Revolving Credit Commitment of such Defaulting Lender;
• (b) the Revolving Credit Commitments (including Revolving Credit Exposure) of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 9.2); provided that any waiver or amendment which (i) affects such Defaulting Lender differently than other Lenders generally shall in each case require the consent of such Defaulting Lender;
• (c) any amount owing by a Defaulting Lender to the Administrative Agent or another Lender that is not paid when due shall bear interest at the interest rate applicable to Canadian Prime Loans or Base Rate Loans under the Revolving Credit, as applicable;
• (d) any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7.1 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.11 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 such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or Swingline Lender hereunder; third, to cash collateralize the Issuing Banks' LC Exposure with respect to such Defaulting Lender in accordance with this Section; 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 such 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 deposit account and released pro rata in order to (x) satisfy such Defaulting Lender's potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Issuing Banks' future LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with this Section; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Banks or Swingline Lenders against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement or under any other Loan Document; 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 such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement or under any other Loan Document; and eighth, to such 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 LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in the Borrower's obligations corresponding to such Defaulting Lender's LC Exposure and Swingline Loans are held by the Lenders pro rata in accordance with the Revolving Credit Commitments without giving effect to clause (d). 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 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto;

• (e) if a Defaulting Lender is an Insolvent Defaulting Lender, any amount payable to such Defaulting Lender hereunder may, in lieu of being distributed pursuant to Section 2.21(d), be retained by the Administrative Agent to collateralize indemnification and reimbursement obligations of such Defaulting Lender hereunder in an amount determined by the Administrative Agent, acting reasonably;
• (f) if any Swingline Loans or Letters of Credit are outstanding at the time a Lender becomes a Defaulting Lender, then:
  • (i) all or any part of the pro rata share of such Defaulting Lender in respect of the outstanding Swingline Loans and Letters of Credit shall be reallocated among the Revolving Lenders which are not Defaulting Lenders (in this Section 2.21, "Non-Defaulting Lenders") in accordance with their respective Revolving Credit

Commitments, provided that any such reallocation shall not cause any Non-Defaulting Lender to exceed its Revolving Credit Commitment;

• (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within five (5) Business Days following notice by the Administrative Agent (x) first, prepay such outstanding Swingline Loans, and (y) second, cash collateralize for the benefit of the Issuing Bank the Borrower's obligations corresponding to such Defaulting Lender's pro rata share of the outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.21(g), for so long as such Letters of Credit are outstanding;
• (iii) upon any reallocation pursuant to clause (i) above, the fees payable to the Lenders pursuant to Section 2.10(2) shall be adjusted in accordance with such Non-Defaulting Lenders' Revolving Credit Commitment; and
• (iv) if all or any portion of such Defaulting Lender's pro rata share of the outstanding Letters of Credit is cash collateralized pursuant to clause (ii) above, then, without prejudice to any rights or remedies of the Issuing Bank or any other Lender hereunder, all fees payable under Section 2.10(2) with respect to such Defaulting Lender's pro rata share of the outstanding Letters of Credit shall be payable to the Issuing Bank;
• (g) so long as any Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender's then outstanding pro rata share of the outstanding Letters of Credit will be 100% covered by the Revolving Credit Commitments of the Non-Defaulting Lenders and/or cash collateral will be provided by the Borrower, and participating interests in any such newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Lenders in a manner consistent with Section 2.21(f) (and such Defaulting Lender shall not participate therein); and
• (h) if the Administrative Agent, the Borrower, the Swingline Lender and the Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and Letter of Credit Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender's Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than the Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Revolving Credit Loans in accordance with its Revolving Credit Commitment, whereupon such 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 any Borrower while such Lender was a Defaulting Lender; 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 such Lender having been a Defaulting Lender.

Except as otherwise expressly provided in this Section 2.21, no Revolving Credit Commitment of any other Lender shall be increased or otherwise affected, and performance by a Borrower of its obligations hereunder and under the other Loan Documents shall not be excused or otherwise modified as a result of any Lender becoming a Defaulting Lender. The rights and remedies against a Defaulting Lender under this Section 2.21 are in addition to other rights and remedies which a Borrower may have against such Defaulting Lender as a result of it becoming a Defaulting Lender and which the Administrative Agent or any other Lender may have against such Defaulting Lender with respect thereto.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Borrower.

In order to induce the Administrative Agent and the Lenders to enter into this Agreement, to make any Loans hereunder and to issue any Letters of Credit hereunder, the Borrower represents and warrants to the Administrative Agent and each Lender that each statement set forth in this Article 3 is true and correct on the date hereof. For the avoidance of doubt, such representations are repeated as at the date of each Borrowing (other than a Borrowing by way of a conversion of an existing Loan to a Canadian Prime Rate Loan or a Base Rate Loan), subject to update as provided in Section 5.1(1)(k).

(1) Organization; Powers. Each Credit Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, (a) has all requisite power and authority to carry on its business as now and formerly conducted and (b) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

(2) Authorization; Enforceability. The Transactions are within the Credit Parties' corporate or partnership powers and have been duly authorized by all necessary corporate, partner and shareholder action, as applicable. This Agreement and the other Loan Documents have been duly executed and delivered by each Credit Party (as applicable) and constitute legal, valid and binding obligations of each Credit Party (as applicable), enforceable in accordance with their terms, subject to applicable Legal Reservations. Specifically but without limitation, to the extent permitted by applicable law, Section 2.5(6)(a) satisfies the requirements of Section 4 of the Interest Act (Canada) to the extent it applies to the expression or statement of any interest payable under any Loan Document, and each Credit Party is able to calculate the yearly rate or percentage of interest payable under any Loan Document based upon the methodology set out in such Section.

(3) Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority,(b) will not violate any applicable Law or the charter, by-laws or other organizational documents of any Credit Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Credit Party or their respective assets, or give rise to a right thereunder to require any payment to be made by any Credit Party, and (d) will not result in the creation or imposition of, or the requirement to create, any Lien on any asset of any Credit Party , except for any Lien arising in favour of the Administrative Agent, for the benefit of the Lenders, under the Loan Documents.

• (4) Financial Condition; No Material Adverse Effect.
• (a) The Borrower has furnished to the Lenders the consolidated statements of financial position, income and comprehensive income, cash flows and changes in shareholders' equity of MetaLab Design as of and for the Fiscal Years ended 2018, 2019 and 2020, reported on by its auditors. Such financial statements present fairly, in all material

respects, the consolidated financial position, financial performance and cash flows of MetaLab Design as of the applicable dates and for the applicable periods in accordance with GAAP.

• (b) The Borrower has furnished to the Lenders the management prepared:
  • (i) consolidated statements of financial position and income and comprehensive income of the Borrower as of and for the Fiscal Year ended 2021; and
  • (ii) combined statements of financial position and income and comprehensive income of the Borrower and its subsidiaries for the Fiscal Quarter ended March 31, 2022,

each certified by a Responsible Officer of the Borrower. Such financial statements, and any subsequent financial statements delivered pursuant to Section 5.1(1), present fairly, in all material respects, the consolidated (or combined, as applicable) financial position and income and comprehensive income of the Borrower as of the applicable dates and for the applicable periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in Sections 3.1(4)(a)(ii) and 5.1(1)(b).

• (c) Since December 31, 2021, no Material Adverse Change has occurred.
• (d) All information pertaining to the Credit Parties (other than projections and general industry information) that has been or will be made available to the Lenders, the Administrative Agent or the Sole Lead Arranger by the Borrower or any representative of the Credit Parties, taken as a whole, is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made. The projections, forecasts, and budgets provided by or on behalf of the Borrower to the Administrative Agent have been prepared in good faith and are based on reasonable assumptions, and there are no statements or conclusions in such projections, forecasts, or budgets which are based upon or include information known to the Borrower at the time such projections, forecasts or budgets were prepared to be misleading in any material respect or which fail to take into account material information known to the Borrower regarding the matters reported therein. The Borrower believes that the forecasts and budgets provided by or on behalf of the Borrower to the Administrative Agent were reasonable and attainable at the time such forecasts and budgets were prepared, it being recognized that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such forecasts and budgets may differ from the projected results included in such forecasts and budgets and such differences may be material.
• (e) The Borrower has delivered to the Lenders the unaudited pro forma consolidated statements of financial position and income and comprehensive income of the Borrower as of the Closing Date, prepared giving effect to the Transactions as if they had occurred, with respect to such statement of financial position, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower based on reasonable assumptions and the information known to the Borrower

as at the time they were prepared, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly on a pro forma basis the forecast consolidated financial position of the Borrower as of such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may be.

• (5) Litigation.
• (a) Except as disclosed in Schedule 3.1(5), and except for environmental-related matters (which are dealt with in Section 3.1(19)), there are no actions, suits or proceedings (including any Tax-related matter) by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting any of the Credit Parties (i) as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than as described in Schedule 3.1(19)), or (ii) that involve this Agreement, any other Loan Document or the Transactions.
• (b) Except as disclosed in Schedule 3.1(19), there has been no change in the status of the matters described in Schedule 3.1(19) that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

(6) Compliance with Laws. Each Group Party is in compliance with all Laws applicable to it or its property except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. No Group Party has violated or failed to obtain any Authorization necessary to the ownership of any of its property or assets or the conduct of its business, which violation or failure would reasonably be expected to result in a Material Adverse Effect.

(7) Compliance with Agreements. No Group Party is in default, nor has any event or circumstance occurred which, but for the passage of time or the giving of notice, or both, would constitute a default (in any respect that would have a Material Adverse Effect), under (a) any loan or credit agreement, indenture, mortgage, deed of trust, security agreement or other instrument or agreement evidencing or pertaining to any Indebtedness of any Group Party, or (b) under any other agreement or instrument to which a Group Party is a party or by which any Group Party is bound.

(8) No Default. No Default has occurred and is continuing.

(9) Taxes. Each Group Party has filed or caused to be filed when due all material Tax returns and reports required to have been filed and has paid or caused to be paid when due all material Taxes required to have been paid by it (including all instalments with respect to the current period) and has made adequate provision for Taxes for the current period, except, in any such case, Taxes that (x) are not yet overdue or (y) are being contested in good faith by appropriate proceedings and for which such Group Party, as applicable, has set aside on its books adequate reserves.

(10) Titles to Real Property. The Group Parties have indefeasible fee simple registered and beneficial title to their respective owned real properties, and with respect to leased real properties, indefeasible title to the leasehold estate with respect thereto, pursuant to valid and enforceable leases, in each case free and clear of all Liens except Permitted Liens. All real property in which the Group Parties have any right, title or interest is described in Schedule 3.1(10).

(11) Titles to Personal Property. The Group Parties legally and beneficially own their respective owned personal properties, and with respect to leased personal properties, title to the leasehold estate with respect thereto, pursuant to valid and enforceable leases, free and clear of all Liens except Permitted Liens.

• (12) Pension Plans.
• (a) Each Pension Plan is duly registered under the Income Tax Act and applicable pension standards legislation and has been administered in all material respects in accordance with applicable Law and the terms of such plan. All material obligations of each Group Party (including fiduciary, funding, investment and administration obligations) required to be performed in connection with the Pension Plans and the funding agreements thereunder have been performed on a timely basis. There are no outstanding disputes concerning the assets of any Pension Plan and there have been no improper withdrawals of any assets of the Pension Plans. All assessments owed to the Pension Benefits Guarantee Fund established under the Pension Benefits Act (Ontario), or other assessments or payments required under similar legislation in any other jurisdiction have been paid when due in respect of each Pension Plan.
• (b) In respect of each Pension Plan that is a Defined Benefit Plan, (i) the plan's name, registration number and jurisdiction of registration are disclosed on Schedule 3.1(12), (ii) a copy of the most recently prepared actuarial valuation report for the plan has been provided by the Borrower to the Administrative Agent and the Lenders, (iii) no changes have occurred since the date of the most recently prepared actuarial valuation report for the plan or are reasonably expected to occur which would materially adversely affect the conclusion set out in the most recently prepared actuarial valuation report, and (iv) no events have occurred which would reasonably be expected to result in a wind-up or termination of the plan, in whole or in part.
• (c) All employee and employer contributions (including special payments and any other payments in respect of any funding deficiencies or shortfalls) or premiums required to have been remitted to the Pension Plans under the terms of the applicable plan and applicable Law have been properly withheld and remitted to the funding arrangement for the plan in a timely manner.
• (13) ERISA Compliance.
• (a) Each U.S. Benefit Plan is in compliance with the material applicable provisions of ERISA, the Code and other U.S. Laws.
• (b) There are no pending or, to the knowledge of the Credit Parties, threatened claims, actions or lawsuits, or action by any U.S. governmental authority, with respect to any U.S. Benefit Plan. There has been no material prohibited transaction or violation of the fiduciary responsibility rules with respect to any U.S. Benefit Plan.
• (c) (i) No ERISA Event has occurred, and neither the Borrower nor, to the knowledge of the Credit Parties, any ERISA Affiliate, is aware of any fact, event or circumstance that would reasonably be expected to constitute or result in an ERISA Event with respect to any U.S. Pension Plan or Multiemployer Plan; (ii) as of the most recent valuation date for any U.S. Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither the Borrower nor, to the knowledge

of the Credit Parties, any ERISA Affiliate, knows of any facts or circumstances that would reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iii) neither the Borrower nor, to the knowledge of the Credit Parties, any ERISA Affiliate, has engaged in a transaction that would reasonably be expected to be subject to Section 4069 or Section 4212(c) of ERISA; and (iv) no U.S. Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that would reasonably be expected to cause the PBGC to institute proceedings

(d) On the Closing Date, neither the Borrower nor any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability under, any active or terminated U.S. Pension Plan or Multiemployer Plan.

under Title IV of ERISA to terminate any U.S. Pension Plan.

(e) No Credit Party holds Plan Assets or "plan assets" subject to Similar Law. None of the transactions contemplated under the Loan Documents constitutes or will result in a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or any violation of applicable Similar Law.

(14) Casualties; Taking of Properties. Since December 31, 2021 and except as otherwise disclosed in writing by the Borrower to the Administrative Agent, neither the business nor the properties of any Group Party have been affected in a manner that has had, or would reasonably be expected to have, a Material Adverse Effect as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labour disturbance, embargo, requisition or taking of property or cancellation of contracts, permits or concessions by any domestic or foreign Governmental Authority, riot, activities of armed forces, or acts of God or of any public enemy and, except as set out on Schedule 3.1(14), there is no expropriation or similar proceeding, actual or threatened, of which any Group Party has notice against any owned or leased lands of any Credit Party, or any material part thereof, that would reasonably be expected to result in a Material Adverse Effect.

• (15) Subsidiaries. As of the Closing Date, Schedule 3.1(15) correctly sets forth:
• (a) the legal name of each Group Party and its form of legal entity and jurisdiction of organization;
• (b) the Equity Securities issued and outstanding by each Group Party, and the registered and beneficial owners thereof;
• (c) the Equity Securities (other than publicly-traded Equity Securities) owned by each Group Party; and
• (d) a corporate organizational chart of the Borrower, its subsidiaries and its shareholders.

Except as described in Schedule 3.1(15), as of the Closing Date, no Group Party owns any Equity Securities or debt securities which are convertible into, or exchangeable for, Equity Securities of any other Person other than pursuant to Permitted Investments. Unless otherwise indicated in Schedule 3.1(15), as of the Closing Date, there are no outstanding options, warrants or other rights to purchase Equity Securities of any Credit Party, and all such Equity Securities so owned are duly authorized, validly issued, fully paid and non-assessable, and were issued in compliance with all applicable federal, provincial or foreign securities and other Laws, and are free and clear of all Liens, except for Permitted Liens. The Group Parties have no interests in any partnerships, joint ventures or other entities, except for Marketable Securities, as permitted by paragraph (h) of the definition of Permitted Investment and as set out in Schedule 3.1(15).

(16) Insurance. The Group Parties maintain insurance policies and coverage in compliance with Section 5.1(9). Such insurance coverage (a) is sufficient for compliance with all requirements of applicable Law and of all agreements to which any Credit Party is a party, (b) is provided under valid, outstanding and enforceable policies, (c) provides adequate insurance coverage in at least such amounts and against at least such risks (but including in any event public liability) as are usually insured against in the same general area by Persons engaged in the same or a similar business to the assets and operations of the Credit Parties, and (d) will not in any way be affected by, or terminate or lapse by reason of, the Transactions. All such material policies are in full force and effect, all premiums with respect thereto have been paid in accordance with their respective terms, and no notice of cancellation or termination has been received with respect to any such policy. Each Group Party has no reason to believe that it will not be able to renew the insurance policies that it is required to maintain under Section 5.1(9) which are currently in force or to obtain similar coverage from financially sound, reputable independent insurance companies. No Group Party maintains any formalized self-insurance program with respect to its assets or operations or material risks with respect thereto in excess of Cdn.$1,000,000 in the aggregate. The certificate of insurance delivered to the Administrative Agent pursuant to Section 4.1(7) contains an accurate and complete description of all material policies of insurance owned or held by each Group Party on the Closing Date.

• (17) Material Subsidiaries. Each Material Subsidiary is a Credit Party.
• (18) Solvency. No Credit Party is an "insolvent person" within the meaning of the BIA.
• (19) Environmental Matters. Except as disclosed to the Lenders in Schedule 3.1(19):
• (a) Environmental Laws, Etc. Neither any property of the Group Parties nor the operations conducted thereon violate any applicable order of any court or Governmental Authority or any Environmental Laws, which violation could reasonably be expected to result in remedial obligations having a Material Adverse Effect, assuming disclosure to the applicable Governmental Authority of all relevant facts, conditions and circumstances, if any, pertaining to the relevant property.
• (b) Notices, Permits, Etc. All notices, permits, licenses or similar authorizations, if any, required to be obtained or filed by the Credit Parties in connection with the operation or use of any and all property of the Credit Parties, including but not limited to past or present treatment, transportation, storage, disposal or Release of Hazardous Materials into the environment, have been duly obtained or filed, except to the extent the failure to obtain or file such notices, permits, licenses or similar authorizations could not reasonably be expected to have a Material Adverse Effect, or which could not reasonably be expected to result in remedial obligations having a Material Adverse Effect, assuming disclosure to the applicable Governmental Authority of all relevant facts, conditions and circumstances, if any, pertaining to the relevant property.
• (c) Hazardous Substances Carriers. All Hazardous Materials generated at any and all property of the Credit Parties have been treated, transported, stored and disposed of only in accordance with all Environmental Laws applicable to them, except to the extent the failure to have such Hazardous Materials so transported, treated or disposed of could not reasonably be expected to have a Material Adverse Effect, and only at treatment, storage and disposal facilities maintaining valid permits under applicable Environmental Laws,

which carriers and facilities have been and are operating in compliance with such permits, except to the extent the failure to have such Hazardous Materials treated, transported, stored or disposed of at such facilities, or the failure of such carriers or facilities to so operate, could not reasonably be expected to have a Material Adverse Effect or which could not reasonably be expected to result in remedial obligations having a Material Adverse Effect, assuming disclosure to the applicable Governmental Authority of all relevant facts, conditions and circumstances, if any, pertaining to the relevant property.

• (d) Hazardous Materials Disposal. The Credit Parties have taken all reasonable steps necessary to determine and have determined that no Hazardous Materials have been disposed of or Released (and there has been no threatened Release) of any Hazardous Materials on or to any property of the Credit Parties other than in compliance with Environmental Laws, except to the extent the disposition or Release of such Hazardous Materials could not reasonably be expected to have a Material Adverse Effect or which could not reasonably be expected to result in remedial obligations having a Material Adverse Effect, assuming disclosure to the applicable Governmental Authority of all relevant facts, conditions and circumstances, if any, pertaining to the relevant property.
• (e) No Contingent Liability. The Credit Parties have no material contingent liability in connection with any Release or threatened Release of any Hazardous Materials into the environment except (i) contingent liabilities which could not reasonably be expected to exceed $1,000,000 in excess of applicable insurance coverage at any one time and from time to time, and for which adequate reserves for the payment thereof as required by GAAP have been provided, and (ii) contingent liabilities which could not reasonably be expected to result in remedial obligations having a Material Adverse Effect, assuming disclosure to the applicable Governmental Authority of all relevant facts, conditions and circumstances, if any, pertaining to such Release or threatened Release.
• (20) Employee Matters.
• (a) Except as set out in Schedule 3.1(20), none of the Group Parties, nor any of their respective employees, is subject to any collective bargaining agreement. There are no strikes, slowdowns, work stoppages or controversies pending or, to the best knowledge of the Borrower, threatened against the Group Parties, or their respective employees, which could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Except as set out in Schedule 3.1(20), none of the Group Parties is subject to an employment contract providing for a fixed term of employment or providing for special payments on termination of employment.
• (b) Each of the Group Parties has withheld from each payment to each of their respective officers, directors and employees the amount of all material Taxes, including income tax, Canada or Quebec Pension Plan contributions, as applicable, employment insurance premiums and other payments and deductions required to be withheld therefrom, and has paid the same to the proper taxation or other receiving authority in accordance with applicable Law. No Group Party is subject to any claim by or liability to any of their respective officers, directors or employees for salary (including vacation pay) or benefits which would rank in whole or in part pari passu with or prior to the Liens created by the Security Documents, except for Permitted Liens.

(21) Fiscal Year. The Fiscal Year ends on December 31st of each calendar year, and the Fiscal Quarters end on the last day of each of March, June, September and December of each calendar year.

(22) Intellectual Property Rights. No material claim has been asserted and is pending by any Person with respect to the use by any Credit Party of any Intellectual Property or challenging or questioning the validity, enforceability or effectiveness of any Intellectual Property necessary for the conduct of the business of any Credit Party. Except as would not reasonably be expected to have a Material Adverse Effect, (a) each Credit Party has the exclusive right to use the Intellectual Property which such Credit Party owns, (b) any applications and registrations for such Intellectual Property are current, and (c) to the knowledge of the Borrower, the conduct of each Credit Party's business does not infringe the Intellectual Property rights of any other Person, except where such infringement would not reasonably be expected to result in a Material Adverse Effect.

(23) Residency of Borrower for Tax Purposes. The Borrower is a resident of Canada for the purposes of the Income Tax Act.

(24) Bank Accounts. Schedule 3.1(24) lists all banks and other financial institutions at which any Group Party maintains lock boxes, deposit or other accounts, and Schedule 3.1(24) correctly identifies the name, address and telephone number of each depository, the name in which the lock box or account is held, a description of the purpose of the lock box or account, and the complete lock box address or account number therefor.

(25) "Know Your Customer" Information. All materials and information provided to each of the Lenders in connection with applicable "know your customer" and AML Legislation are true and correct.

(26) Anti-Corruption Laws and Sanctions. Each Group Party has implemented and maintains in effect policies and procedures designed to ensure compliance by such Group Party and its directors, officers, employees and Relevant Agents with Anti-Corruption Laws and Sanctions. Each Group Party and its directors, officers, employees and Relevant Agents is in compliance with Anti-Corruption Laws and Sanctions. No Group Party or any of its directors, officers or employees or Relevant Agents is a Sanctioned Person or is engaged in any activity that would reasonably be expected to result in such Group Party being designated as a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or Sanctions. Notwithstanding the foregoing and Section 5.1(6), the representations given in this Section 3.1(26) and the covenants made in Section 5.1(6) shall not be made by nor apply to any Person to the extent that it would result in a breach, by or in respect of such Person, of any applicable Blocking Law. For the purposes of this Section 3.1(26), "Blocking Law" means (a) the Foreign Extraterritorial Measures Act (Canada), (b) the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), (c) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union), (d) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996, as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 or (e) section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung).

(27) Existing Non-Bank Accounts. The only assets on deposit in the Existing Non-Bank Accounts are cash or Cash Equivalents for the purpose of securing Permitted Indebtedness owing from time to time to Royal Bank of Canada, Cambridge Mercantile Corp, or any Affiliate thereof.

ARTICLE 4 CONDITIONS

4.1 Effective Date.

The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the conditions listed below is satisfied.

(1) Credit Agreement. The Administrative Agent, each Lender, and each Issuing Bank shall have received from each party hereto either (a) a counterpart of this Agreement, duly executed on behalf of each party hereto, or (b) written evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic-transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(2) Initial Security Documents. The Administrative Agent shall have received the Initial Security Documents.

(3) Perfection of Liens. The Initial Security Documents shall have been registered (or arrangements for registration satisfactory to the Administrative Agent shall have been made) in all offices in which, in the opinion of the Administrative Agent or its counsel, registration is necessary or of advantage to perfect or render opposable to third parties the Liens intended to be created thereby, and the Initial Security Documents and the Liens created thereby shall constitute a first ranking charge over the property to which they attach, subject to no other Liens except Permitted Liens. The Administrative Agent shall have received and be satisfied with the results of all personal property, pending litigation, judgment, bankruptcy, execution and other searches conducted by the Administrative Agent and its counsel with respect to the Credit Parties in all jurisdictions selected by the Administrative Agent and its counsel, acting reasonably.

(4) Legal Opinions. The Administrative Agent shall have received a favourable written opinion of Fasken Martineau DuMoulin LLP, counsel to the Borrower, covering such matters relating to the Credit Parties and the Limited Recourse Guarantors, this Agreement, the other Loan Documents, or the Transactions as the Lenders shall reasonably request (together with copies of all factual certificates and legal opinions delivered to such counsel in connection with such opinion upon which counsel has relied). If a Security Document creates a Lien over the interest of a Credit Party in any freehold real property, the legal opinions to be delivered to the Administrative Agent shall include opinions as to the title of the applicable Credit Parties to such freehold real property and the priority of such Lien (or, in the alternative, the Borrower may deliver to the Administrative Agent a title insurance policy in form and substance satisfactory to the Administrative Agent as to such freehold real property). The Borrower hereby requests each such counsel to deliver such opinions and supporting materials. All opinions and certificates referred to in this Section 4.1(4) shall be addressed to the Administrative Agent and the other Secured Parties and dated the Closing Date.

• (5) Corporate Certificates. The Administrative Agent shall have received:
• (a) certified copies of the resolutions of the board of directors, general partner, or shareholders, as applicable, of each Credit Party and each Limited Recourse Guarantor that is not an individual, as applicable, approving, as appropriate, the Loans, this Agreement and the other Loan Documents, and all other documents, if any, to which such Credit Party and Limited Recourse Guarantor is a party and evidencing authorization with respect to such documents; and

(b) a certificate of an officer of each Credit Party and Limited Recourse Guarantor that is not an individual, as applicable, dated as of the Closing Date, and certifying (i) the name, title and true signature of each officer of such Person authorized to execute this Agreement and the other Loan Documents to which it is a party, (ii) the name, title and true signature of each officer of such Person authorized to provide any applicable certifications required pursuant to this Agreement, including certifications required pursuant to Section 5.1(1) and Borrowing Requests, and (iii) that attached thereto is a true and complete copy of the articles of incorporation and bylaws of each such Person, as amended to date, and a recent certificate of status, certificate of compliance, good standing certificate or analogous certificate.

(6) Fees. The Administrative Agent, the Lenders, and the Sole Lead Arranger shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all legal fees and other out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document on the Closing Date.

(7) Insurance. The Administrative Agent shall have received a certificate of insurance coverage, dated not more than 30 days prior to the Closing Date, evidencing that the Credit Parties are carrying insurance in accordance with Section 5.1(9) hereof.

(8) Regulatory Approval; Consents; Waivers. The Administrative Agent and the Lenders shall be satisfied that:

• (a) all material Authorizations;
• (b) all corporate, partnership, shareholder and any applicable court approvals; and

required to consummate the Transactions have been obtained and are in full force and effect, in each case without the imposition of any burdensome provision, and that all applicable waiting periods shall have expired without any action being taken or threatened by any Governmental Authority that would materially restrain, prevent or otherwise impose material adverse conditions on the Transactions.

(9) Delivery of Financial Statements. The Administrative Agent and the Lenders shall have received, (a) the audited consolidated statements of financial position, income and comprehensive income, cash flows and changes in shareholders' equity of MetaLab Design for the fiscal year ended December 31, 2020, (b) the management prepared consolidated statement of financial position of the Borrower for the Fiscal Year ended December 31, 2021, (c) the consolidated statement of financial position of the Borrower prepared on a pro forma unaudited Consolidated basis as at March 31, 2022 as if the Special Dividend had been paid, and (d) a five-year financial forecast for the Borrower (including forecast consolidated statements of financial position, income and comprehensive income and cash flows), approved by the board of directors of the Borrower and setting forth in reasonable detail, the projected consolidated revenues and expenses of the Borrower for such period together with anticipated financial covenant levels, it being recognized by the Lenders that projections as to future results are not to be viewed as fact and that the actual results for the period or periods covered by such projections may differ from the projected result and such differences may be material.

(10) Compliance Certificate. The Administrative Agent shall have received a Compliance Certificate prepared on a pro forma basis as of March 31, 2022 after giving effect to the Loans to be made on the Closing Date and the consummation of the other Transactions. In addition to confirming pro forma compliance with the financial covenants set out in Section 5.1(12), such initial Compliance

Certificate shall also demonstrate in reasonable detail that the Leverage Ratio as at the Closing Date shall not exceed 1.75:1.00.

(11) No Material Adverse Change. The Administrative Agent and the Lenders shall be satisfied that, since December 31, 2021, there has not been a Material Adverse Change.

(12) Indebtedness. The Transactions contemplated in this Agreement and the other Loan Documents shall not have caused any event or condition to occur which has resulted, or which will result, in any Material Indebtedness (other than Indebtedness being repaid in connection with the Transactions) becoming due prior to its scheduled maturity or that permits (with or without the giving of notice, the lapse of time, or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity, or which will result in the creation of any Liens under any Indebtedness.

(13) Use of Proceeds. The Administrative Agent shall have received and be satisfied, acting reasonably, with a breakdown of all uses of proceeds (including fees and expenses).

(14) "Know Your Customer" Information. The Administrative Agent and the Lenders shall have received all documentation and other information requested by them from the Borrower before the Closing Date that is required by bank regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including AML Legislation.

(15) Cancellation of Existing Credit Facilities. The Credit Parties shall have repaid (or made satisfactory arrangements for the repayment of) all Indebtedness outstanding under their credit facilities (including any commercial paper back-up lines), and such credit facilities (including such commercial paper back-up lines) shall have been cancelled permanently such that no Credit Party shall have any Indebtedness (or commitment therefor) that will survive the Closing Date, except Permitted Indebtedness.

(16) Execution and Delivery of Documents. Each Credit Party shall have duly authorized, executed and delivered all documents required hereunder to be executed and delivered on the Closing Date, all in form and substance satisfactory to the Administrative Agent. Such documents may be delivered to the Administrative Agent (or its counsel) by way of facsimile or other means of electronic transmission, provided that such number of original copies as may be reasonably requested shall be delivered by or on behalf of the Borrower to the Administrative Agent (or its counsel) within 7 days of the Closing Date.

(17) Other Documentation. The Administrative Agent and the Lenders shall have received such other documents and instruments as are customary for transactions of this type or as they may reasonably request before the Closing Date.

4.2 Each Credit Event.

The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than a Borrowing by way of a conversion of an existing Loan to a Canadian Prime Rate Loan or a Base Rate Loan), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit (including, in each case, on the occasion of the initial Borrowings hereunder), is subject to the satisfaction of the following conditions:

(a) the representations and warranties of the Borrower set out in this Agreement shall be true and correct on and as of the date of each such Borrowing (other than a Borrowing by way of conversion or rollover of an existing Borrowing where the aggregate outstanding Loans will not be increased as a consequence thereof) as if made on such date (except where such representation or warranty is stated to be made as of a particular date); and

(b) at the time of and immediately after giving effect to such Borrowing, no Default shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the accuracy of the matters specified in Sections 4.2(a) and (b).

ARTICLE 5 AFFIRMATIVE COVENANTS

5.1 Covenants.

From (and including) the Closing Date until the Termination Date, the Borrower covenants and agrees with the Lenders as follows:

(1) Financial Statements and Other Information. The Borrower shall furnish to the Administrative Agent for distribution to each Lender:

• (a) as soon as available and in any event within 120 days after the end of each Fiscal Year, the audited Consolidated statements of financial position, income and comprehensive income, cash flows and changes in shareholders' equity of the Borrower as of the end of and for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported on by PricewaterhouseCoopers LLP or other independent auditors of recognized national standing (without a "going concern" or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial position of the Borrower and its subsidiaries as at the respective Fiscal Year ends reported on therein and its financial performance and cash flows for the Fiscal Years then ended in accordance with GAAP; provided that the deadline to furnish such materials with respect to the Fiscal Year ended December 31, 2021 (reflecting no Material Adverse Change from the corresponding internally prepared materials) be 45 days after the Closing Date.

• (b) as soon as available and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, the unaudited Consolidated statements of financial position, income and comprehensive income, cash flows and changes in shareholders' equity of the Borrower as of the end of and for such Fiscal Quarter and the then elapsed portion of the Fiscal Year which includes such Fiscal Quarter, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the statement of financial position, as of the end of) the previous Fiscal Year, all certified by a Responsible Officer of the Borrower as presenting fairly in all material respects the financial position of the Borrower and its subsidiaries as at the respective Fiscal Year ends reported on therein and its financial performance and cash flows for the Fiscal Quarter ends then ended in accordance with GAAP, subject to normal year-end audit adjustments and the absence of notes; provided that the deadline to furnish such materials with respect to the Fiscal Quarter ended March 31, 2022 (reflecting no Material Adverse Change from the corresponding internally prepared combined materials) shall be 45 days after the Closing Date;

• (c) concurrently with the financial statements required pursuant to Sections 5.1(1)(a) and (b), a Compliance Certificate;

• (d) concurrently with any delivery of financial statements under Section 5.1(1)(a), a five-year financial forecast for the Borrower (including forecast consolidated statements of financial position, income and comprehensive income and cash flows), approved by the board of directors of the Borrower and setting forth in reasonable detail, on a quarterly basis for the first four Fiscal Quarters and annually thereafter, the projected consolidated revenues and expenses of the Borrower for such period together with anticipated financial covenant levels, it being recognized by the Lenders that projections as to future results are not to be viewed as fact and that the actual results for the period or periods covered by such projections may differ from the projected result and such differences may be material;

• (e) concurrently with any delivery of financial statements under Section 5.1(1)(a), a management discussion and analysis that includes a comparison to the budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year;

• (f) promptly after the same become publicly available, copies of all periodic and other publicly disclosed reports, proxy statements and other materials filed by any Credit Party with any securities commission, stock exchange or similar entity, and all materials distributed out of the ordinary course by the Borrower to its shareholders and which relate to matters in which any Lender or the Administrative Agent, in such capacities, can reasonably be expected to have an interest;

• (g) promptly after a Responsible Officer of the Borrower learns of the receipt or occurrence of any of the following, a certificate of the Borrower, signed by a Responsible Officer of the Borrower, specifying (i) any event which constitutes a Default or Event of Default that is continuing, together with a detailed statement specifying the nature thereof and the steps being taken to cure such Default or Event of Default, (ii) the receipt of any notice from, or the taking of any other action by, the holder of any Indebtedness of any Credit Party in an amount in excess of Cdn.$2,500,000 with respect to an actual or alleged default, together with a detailed statement specifying the notice given or other action taken by such holder and the nature of the claimed default and what action the relevant Credit Party is taking or proposes to take with respect thereto, (iii) any notice of termination or other proceedings or actions which would reasonably be expected to adversely affect any of the Loan Documents in any material way, (iv) the creation, dissolution, merger, amalgamation or acquisition of any Credit Party or subsidiary thereof, (v) any event or condition not previously disclosed to the Administrative Agent, which violates any Environmental Laws and which would reasonably be expected, in the Borrower's reasonable judgment, to result in a Material Adverse Effect, (vi) any material change in accounting or financial reporting practices by the Borrower or any Subsidiary, (vii) any other event, development or condition which would reasonably be expected to result in a Material Adverse Effect;

• (h) promptly after the occurrence thereof, notice of the institution of or any material adverse development in any action, suit or proceeding or any governmental investigation or any arbitration before any court or arbitrator or any Governmental Authority or official against any Credit Party or any material property thereof (including pursuant to any

applicable Environmental Laws) which would reasonably be expected to result in a Material Adverse Effect;

• (i) promptly after the filing thereof with any Governmental Authority, copies of each annual information return, actuarial and other material reports (including applicable schedules) and any applications for regulatory approval of asset withdrawals or commuted value transfers with respect to each Pension Plan or any fund maintained in respect thereof, (ii) promptly after becoming aware of any failure to withhold, make, remit or pay any employee or employer payments, contributions (including "normal cost", "special payments" and any other payments in respect of any funding deficiencies or shortfalls) or premiums to a Pension Plan or Benefit Plan on a timely basis or the occurrence of or forthcoming occurrence of any event which would reasonably be expected to result in the partial or full termination of any Pension Plan, written notice thereof, together with an explanation of the actions taken or proposed to be taken by any Credit Parties relating thereto, and (iii) upon request by the Administrative Agent, copies of any notifications or remittances or similar documents prepared and delivered to the trustee or custodian of any Pension Plan pursuant to section 56.1 of the Pension Benefits Act (Ontario) or similar applicable legislation in another jurisdiction;
• (j) upon request by the Administrative Agent, a copy of an insurance certificate summarizing the insurance coverages of the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent, and upon renewal of any insurance policy, a copy of an insurance certificate summarizing the terms of such policy, and upon request by the Administrative Agent, copies of the applicable policies;
• (k) concurrently with any delivery of financial statements under Section 5.1(1)(a) or(b), a certificate of a Responsible Officer of the Borrower identifying (i) any material change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 5.1(1)(a) and specifying the effect of such change on the financial statements accompanying such certificate, (ii) all Subsidiaries and indicating, for each such Subsidiary, whether such Subsidiary is a Material Subsidiary or not and whether any Subsidiary was formed or acquired since the end of the previous Fiscal Quarter, and (iii) any Permitted Acquisitions that have been consummated since the end of the previous Fiscal Quarter, including the date on which each such Permitted Acquisition was consummated and the consideration therefor;
• (l) promptly after receipt thereof by the Borrower or any Subsidiary, to the extent not prohibited by applicable securities laws, copies of each material notice or other material correspondence received from the Ontario Securities Commission (or any comparable agency in any other applicable jurisdiction) concerning any investigation or other inquiry by the Ontario Securities Commission or such other agency regarding financial or other operational results of the Borrower or any Subsidiary thereof;
• (m) concurrently with the delivery of the financial statements under Section 5.1(1)(a) or (b) a supplement to any Schedule hereto, or any representation herein or in any other Loan Document, with respect to any matter hereafter arising that, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in such Schedule or as an exception to such representation or that is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby (and, in the case of any supplements to any Schedule, such Schedule shall be appropriately marked to show the changes made therein); provided that (i) no such

supplement to any of Schedules 3.1(3), 3.1(14) or 3.1(19) shall amend, supplement or otherwise modify any such Schedule or its corresponding representation, or be or be deemed a waiver of any Default or Event of Default resulting from the matters disclosed therein, except as consented to by the Administrative Agent on behalf of the Required Lenders in writing, (ii) no supplement shall be required or permitted as to representations and warranties that relate solely to the Closing Date and (iii) any information set forth in any supplement to any Schedule referred to in proviso (i) above consented to by the Administrative Agent on behalf of the Required Lenders, or to any other Schedule hereto, shall, subject to proviso (ii) above, be deemed to have been set forth in such Schedule with effect nunc pro tunc from the date the change in information occurred.

(2) Existence; Conduct of Business. The Borrower shall, and shall cause each other Credit Party to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence (except to the extent otherwise permitted by Section 6.1(3)), and except to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Effect, obtain, preserve, renew and keep in full force and effect any and all rights, licenses, permits, privileges and franchises material to the conduct of its business.

(3) Payment of Obligations. The Borrower shall, and shall cause each other Group Party to, pay its material obligations before they are overdue, including Tax liabilities, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, and (b) the Borrower or such Group Party has set aside on its books adequate reserves with respect thereto in accordance with GAAP.

(4) Maintenance of Properties. The Borrower shall, and shall cause each other Group Party to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect.

(5) Books and Records; Inspection Rights. The Borrower shall, and shall cause each other Group Party to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Borrower shall, and shall cause each other Group Party to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that (x) all such visits, inspections and inquiries shall be co-ordinated through the Administrative Agent (y) the Administrative Agent shall conduct such visits and inspections in a manner that does not disrupt the ability of each Credit Party to carry on its day-to-day business activities and (z) unless an Event of Default has occurred and is continuing, the Administrative Agent shall be limited to one visit and inspection during each Rolling Period.

(6) Compliance with Laws. The Borrower shall, and shall cause each other Group Party to, comply with all Laws and orders of any Governmental Authority applicable to it or its property and with all of its material contractual obligations, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The Borrower shall, and shall cause each other Group Party and its and their respective directors, officers, employees and Relevant Agents to, comply with all Anti-Corruption Laws and Sanctions.

(7) Use of Proceeds and Letters of Credit. The proceeds of the Revolving Loans shall be used (i) on the Closing Date to repay Indebtedness and pay the Special Dividend, and (ii) for working capital and other general corporate purposes of the Borrower (including the financing of Permitted Investments and Permitted Acquisitions).

• (8) Further Assurances.

• (a) The Borrower shall, and shall cause each other Credit Party to, upon request from the Administrative Agent, cure promptly any defects in the execution and delivery of the Loan Documents, including this Agreement. Upon request from the Administrative Agent, the Borrower shall, at its expense, as promptly as practical, execute and deliver to the Administrative Agent, all such other and further documents, agreements and instruments (and cause each other Credit Party to take such action) in compliance with or performance of the covenants and agreements of the Borrower or any other Credit Party in any of the Loan Documents, including this Agreement, or to further evidence and more fully describe the Collateral, or to correct any omissions in any of the Loan Documents, or more fully to state the security obligations set out herein or in any of the Loan Documents, or to perfect, protect or preserve any Liens created pursuant to any of the Loan Documents, or to make any recordings, to file any notices, or obtain any consents, all as may be necessary or appropriate in connection therewith, in the judgment of the Administrative Agent, acting reasonably.

• (b) The Borrower shall, and shall cause each of the other Credit Parties to, perform and satisfy to the satisfaction of the Administrative Agent and its counsel each of the requirements (the "Post-Closing Requirements") listed in Schedule 5.1(8) on or before the date by which such Post-Closing Requirement is to be required to be performed pursuant thereto, subject to any extension referred to below. For greater certainty, the Borrower acknowledges and agrees that the Post-Closing Requirements expressly include the obligation of the Borrower to, and to cause each of the other Credit Parties to, cooperate fully and promptly with the Administrative Agent and its counsel with respect to the completion of each of the Post-Closing Requirements and the provision of all information, documents, matters and things as the Administrative Agent or its counsel, acting reasonably, may deem necessary or advisable (i) to determine what actions must be taken to fulfil each of the Post-Closing Requirements, (ii) to complete and fulfil each of the Post-Closing Requirements, and (iii) to confirm and assess whether all actions necessary to fulfil each of the Post-Closing Requirements have been taken. The Administrative Agent, by instrument in writing and without any consent from any of the Lenders, may, in its sole and absolute discretion, extend any deadline for completion of a Post-Closing Requirement if the Administrative Agent, acting in good faith, believes that the extension will enable the Borrower and the Credit Parties to comply with such Post-Closing Requirement and such extension will not have a material adverse effect upon the Lenders.

• (9) Insurance.

• (a) From and after the date falling 90 days from the Closing Date, the Borrower shall, and shall cause each other Group Party to, maintain or cause to be maintained, with financially sound and reputable insurers, insurance with respect to their respective properties and business against such liabilities, casualties, risks and contingencies and in such types (including business interruption insurance and flood insurance) and amounts and with deductibles as are customary in the case of Persons engaged in the same or similar businesses and similarly situated and in accordance with any requirement of any Governmental Authority.

• (b) In the case of any fire, accident or other casualty causing loss or damage to any property of any Group Party used in generating cash flow or required by applicable Law, all proceeds of such policies shall be used to either (i) promptly replace such lost property or repair such damaged property, or (ii) repay Loans in accordance with Section 2.9(2)(a).

• (c) The Borrower shall obtain endorsements to the policies which it is required to maintain pursuant to this Section 5.1(9) pertaining to all physical properties in which the Administrative Agent shall have a Lien under the Loan Documents, naming the Administrative Agent as an additional insured (with respect to liability insurance only) and a loss payee and containing (i) provisions, to the extent the insurer will agree, that such policies will not be cancelled without 30 days prior written notice having been given by the insurance company to the Administrative Agent, and (ii) a standard non contributory "mortgagee", "lender" or "secured party" clause, as well as such other provisions as the Administrative Agent may reasonably require, and which insurance companies are prepared generally to agree to, to fully protect the Administrative Agent's interest in the Collateral and to any payments to be made under such policies. The Borrower will furnish the Lender with insurance broker certificates for the insurance maintained by or on behalf of the Credit Parties on the Closing Date and thereafter promptly following request from the Administrative Agent from time to time. In addition, promptly following request from the Administrative Agent from time to time, the Borrower shall furnish the Administrative Agent with true copies of the policies for such insurance promptly following receipt of such request (with respect to policies then in the Borrower's possession) or promptly following receipt from the insurer (with respect to policies the Borrower has not yet received, which the Borrower agrees to promptly request from the insurer).

• (d) In the event the Borrower fails to provide the Administrative Agent with timely evidence, acceptable to the Administrative Agent, of the maintenance of insurance coverage required pursuant to this Section 5.1(9), or in the event that any Group Party fails to maintain such insurance, the Administrative Agent may purchase or otherwise arrange for such insurance, but at the Borrower's expense and without any responsibility on the Administrative Agent's part for: (i) obtaining the insurance; (ii) the solvency of the insurance companies; (iii) the adequacy of the coverage; or (iv) the collection of claims. The insurance acquired by the Administrative Agent may, but need not, protect any Group Party's interest in the Collateral, and therefore such insurance may not pay claims which a Group Party may have with respect to the Collateral or pay any claim which may be made against a Group Party in connection with the Collateral. In the event the Administrative Agent purchases, obtains or acquires insurance covering all or any portion of the Collateral, the Borrower shall be responsible for all of the applicable costs of such insurance, including premiums, interest (at the applicable interest rate for Revolving Loans set forth in Section 2.5), fees and any other charges with respect thereto, until the effective date of the cancellation or the expiration of such insurance. The Administrative Agent may charge all of such premiums, fees, costs, interest and other charges to the Borrower's Revolving Loan account. The Borrower hereby acknowledges that the costs of the premiums of any insurance acquired by the Administrative Agent may exceed the costs of insurance which the Borrower may be able to purchase on its own. In the event that the Administrative Agent purchases such insurance, the Administrative Agent shall promptly, and in any event within 15 days, notify the Borrower of said purchase.

• (e) Upon the occurrence and continuance of an Event of Default (and without limiting any other rights of the Administrative Agent or the Lenders hereunder or under any other

Loan Document), (i) the Administrative Agent shall, subject to the rights of any holders of Permitted Liens holding claims senior to the Administrative Agent, have the sole right, in the name of the Administrative Agent or any applicable Group Party, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies, and (ii) all insurance proceeds in respect of any Collateral shall be paid to the Administrative Agent. In such event, the Administrative Agent shall apply such insurance proceeds to the obligations of the Borrower in accordance with Section 2.9(2)(b).

(f) Notwithstanding the foregoing, the insurance requirements set forth in this Section 5.1(9) shall not apply (i) to the Borrower until sixty (60) days after the Closing Date and (ii) to any other Credit Party other than MetaLab Design as of the Closing Date.

(10) Operation and Maintenance of Property. The Borrower shall, and shall cause each other Group Party to, manage and operate its business or cause its business to be managed and operated (a) in accordance with prudent industry practice in all material respects and in compliance in all material respects with the terms and provisions of all applicable licenses, leases, contracts and agreements, and (b) in compliance with all applicable Laws of the jurisdiction in which such businesses are carried on, and all applicable Laws of every other Governmental Authority from time to time constituted to regulate the ownership, management and operation of such businesses, except where a failure to so manage and operate would not have a Material Adverse Effect.

• (11) Security Package.
• (a) Credit Party Guarantee. In accordance with and subject to the Security Principles, the Borrower shall cause each present and future Material Subsidiary to enter into, or accede to, the Credit Party Guarantee, such that such Person guarantees in favour of the Administrative Agent, for the benefit of the Secured Parties, all Secured Liabilities of the Borrower. The obligation of a Person to accede to the Credit Party Guarantee shall arise as soon as reasonably practicable after such Person becomes a Material Subsidiary.
• (b) Liens. In accordance with and subject to the Security Principles, the Borrower shall, and shall cause each present and future Credit Party to, provide at all times in favour of the Administrative Agent, for the benefit of the Secured Parties, a first-priority Lien (subject only to Permitted Liens) over all present and future personal property (other than Excluded Property) and real property (if any) of such Credit Party as security for its Secured Liabilities, together with such supporting materials as may be required to ensure the perfection or priority of such Lien. The obligation of a Credit Party to provide any such Lien shall arise as soon as is reasonably practicable following such Person (i) becoming a Credit Party, or (ii) acquiring assets, property or undertaking that are not already subject to a Lien (other than Excluded Property) that complies with the Security Principles.
• (c) Limited Recourse Guarantee. The Borrower shall cause each Shareholder to enter into, or accede to, the Limited Recourse Guarantee and pledge its interest in any Credit Party in favour of the Administrative Agent, such that such Person's investment in such Credit Party secures the Revolving Credit. The obligation of a Person to accede to the Limited Recourse Guarantee shall arise as soon as reasonably practicable after such Person

becomes a Shareholder. Notwithstanding the foregoing, (a) Persons owning Equity Securities representing up to one third of the aggregate ordinary voting power represented by the issued and outstanding Equity Securities of the Borrower shall not be required to become Limited Recourse Guarantors, and (b) from and after the occurrence of a Qualified IPO, no Person shall be required to become a Limited Recourse Guarantor by virtue of its interest in the Borrower and all Security Documents previously delivered by virtue of any such interest shall be released.

• (d) Supporting Materials. In connection with the execution and delivery of any Security Document pursuant to this Section 5.1(11), the Borrower shall, or shall cause the relevant other Credit Party to, deliver to the Administrative Agent an updated Perfection Certificate together with such corporate resolutions, certificates, legal opinions and such other related documents as shall be reasonably requested by the Administrative Agent (including a consent from any minority shareholder) and consistent with the relevant forms and types thereof delivered on the Closing Date or as shall be otherwise reasonably acceptable to the Administrative Agent.
• (12) Financial Covenants. The Borrower shall:
• (a) Interest Coverage Ratio. Maintain an Interest Coverage Ratio with respect to each Rolling Period ending after the Closing Date of not less than 3.00:1.00.
• (b) Leverage Ratio. Maintain a Leverage Ratio at all times during each Rolling Period ending after the Closing Date of not more than 4.00 to 1.00.
• (13) Cash Management.
• (a) On or before the date falling 90 days from the Closing Date the Borrower shall, and shall cause each other Credit Party to, close (i) all bank accounts maintained with any Person other than a Lender, and (ii) all Existing Non-Bank Accounts with Royal Bank of Canada or any Affiliate thereof.
• (b) The Borrower shall cause MetaLab Design to close its Existing Non-Bank Account maintained with Cambridge Mercantile Corp. as soon as reasonably practicable following the payment in full of all Permitted Indebtedness secured by the assets contained therein.

(14) Pension Plans. The Borrower shall, and shall cause each other Group Party to, ensure that each Pension Plan is administered in material compliance with the terms of the applicable plan, the applicable funding agreement and any other documents governing the plan, and applicable Law. The Borrower shall, and shall cause each other Group Party to, promptly provide the Administrative Agent with any documentation relating to any of the Pension Plans as the Administrative Agent may reasonably request. The Borrower shall, and shall cause its Subsidiaries to, notify the Administrative Agent within thirty (30) days of: (i) any material increase in the obligations or liabilities of any Group Party under any Pension Plan; or (ii) any Group Party assuming any obligation to sponsor, administer, participate in or contribute to any Pension Plan in respect of which such Group Party did not previously have an obligation to sponsor, administer, participate in or contribute to, as applicable.

• (15) ERISA Compliance.
• (a) The Borrower shall not, and shall not permit any other Group Party to (i) terminate, or permit any ERISA Affiliate to terminate, any U.S. Pension Plan or withdraw from any

Multiemployer Plan in a manner, or take any other action with respect to any U.S. Pension Plan or Multiemployer Plan, which could reasonably be expected to result in any material liability of any Group Party to the U.S. Pension Plan, Multiemployer Plan or PBGC; (ii) fail to make, or permit any ERISA Affiliate to fail to make, full payment when due of all amounts which, under the provisions of any U.S. Benefit Plan or Multiemployer Plan, agreement relating thereto or applicable Law, any Credit Party or ERISA Affiliate is required to pay ; (iii) permit to exist, or allow any ERISA Affiliate to permit to exist, any accumulated funding deficiency within the meaning of Section 302 of ERISA or Section 412 of the Code, whether or not waived, with respect to any U.S. Pension Plan which exceeds U.S. $1,000,000 with respect to all U.S. Pension Plans in the aggregate; (iv) amend, or permit any ERISA Affiliate to amend, a U.S. Pension Plan that is maintained or sponsored by a Credit Party or ERISA Affiliate resulting in a material increase in current liability such that a Credit Party is required to provide security to such U.S. Pension Plan under the Code; or (v) acquire an interest in any Person if such Person sponsors, maintains or contributes to any U.S. Pension Plan or Multiemployer Plan.

(b) No Credit Party will take any action, omit to take any action or permit any other party to take any action that would result in (a) its assets being deemed Plan Assets or "plan assets" subject to Similar Law or (b) any of the transactions contemplated under the Loan Documents, constituting or resulting in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or any violation of applicable Similar Law.

ARTICLE 6 NEGATIVE COVENANTS

6.1 Negative Covenants.

From (and including) the Closing Date until the Termination Date, the Borrower covenants and agrees with the Lenders as follows:

(1) Indebtedness. The Borrower shall not, and shall not permit any other Group Party to, create, incur, assume or permit to exist any Indebtedness other than Permitted Indebtedness.

(2) Liens. The Borrower shall not, and shall not permit any other Group Party to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by the Borrower or any other Group Party except Permitted Liens.

(3) Corporate Changes. The Borrower shall not, and shall not permit any other Credit Party to, merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:

• (a) any Credit Party may merge into, amalgamate or consolidate with any other Credit Party;

• (b) any Non-Credit Party Subsidiary may merge into, amalgamate or consolidate with any Credit Party where the Administrative Agent, acting reasonably, is satisfied that such action will not action will not negatively impact the priority of its Liens;

• (c) any Non-Credit Party Subsidiary may merge into, amalgamate or consolidate with any other Non-Credit Party Subsidiary;

• (d) any Credit Party (other than the Borrower) may liquidate, wind-up or dissolve if it is a Wholly-Owned Subsidiary of another Credit Party and all of its property passes to such Credit Party; and

• (e) any Non-Credit Party Subsidiary may liquidate, wind-up or dissolve if it is a Wholly-Owned Subsidiary of another Group Party and all of its property passes to such Group Party;

provided that immediately following any transaction pursuant to Section 6.1(3)(a) or (b), the merged, amalgamated or continuing corporation shall provide written confirmation satisfactory to the Administrative Agent, acting reasonably, that it is liable for the obligations of the relevant Credit Party under the Loan Documents.

(4) Permitted Business. The Borrower shall not, and shall not permit any other Group Party to, engage to any material extent in any material business other than the Business.

(5) Asset Dispositions. The Borrower shall not, and shall not permit any other Group Party to, make any Asset Disposition (other than an Involuntary Asset Disposition) except that the Group Parties may, so long as no Default or Event of Default is continuing or would be created thereby, convey, sell, transfer or otherwise dispose of in any Fiscal Year, for Fair Market Value on the effective date of such transaction, property where the aggregate Net Proceeds from all property so conveyed, sold, transferred or disposed of would not exceed the Asset Disposition Cap with respect to such Fiscal Year.

(6) Investments. The Borrower shall not, and shall not permit any other Group Party to, make or permit to exist any Investment other than Permitted Investments; provided that no new Investments (other than Investments in Cash Equivalents) shall be made at any time that an Event of Default exists.

(7) Acquisitions. The Borrower shall not, and shall not permit any other Group Party to, make or enter into any Acquisition other than, when no Default or Event of Default exists or would be caused thereby, a Permitted Acquisition.

(8) Hedge Arrangements. The Borrower shall not, and shall not permit any other Group Party to, enter into any Hedge Arrangement, except:

• (a) Hedge Arrangements entered into in order to hedge or mitigate risks to which any Group Party has actual exposure (other than those in respect of Equity Securities); or
• (b) Hedge Arrangements entered into in order to effectively fix, cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of any Group Party.

(9) Restricted Payments. The Borrower shall not, and shall not permit any other Group Party to, declare, pay or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that, so long as no Default or Event of Default is continuing or would be caused thereby:

• (a) a Group Party may, to the extent permitted by Section 6.1(16), make a Restricted Payment solely by way of issuing its own Equity Securities;

• (b) a Group Party may make a Restricted Payment to a Credit Party;

• (c) a Non-Credit Party may make a Restricted Payment to a Non-Credit Party Subsidiary;

• (d) a Credit Party may make payments upon NCPS Indebtedness if following such payment the Leverage Ratio would be less than 2.50:1.00;

• (e) the Borrower may pay the Special Dividend on or about the Closing Date;

• (f) the Borrower may make a Restricted Payment to the Sponsor of up to $2,000,000 in any Fiscal Year pursuant to the Management Agreements;

• (g) a Group Party may make any other Restricted Payment prior to the occurrence of a Qualified IPO if:

  • (i) following such payment the Leverage Ratio would be less than 2.50:1.00;

provided that a Responsible Officer has provided a certificate to the Administrative Agent confirming that such condition has been met;

• (h) a Group Party may make any other Restricted Payment from and after the occurrence of a Qualified IPO if:
  • (i) following such payment the Leverage Ratio would be less than 3.00:1.00; or
  • (ii) following such payment the Leverage Ratio would be greater than or equal to 3.00:1.00 and the aggregate amount of such Restricted Payments made during the Fiscal Year in question would not exceed the Restricted Payment Cap at such time;

provided that in either case a Responsible Officer has provided a certificate to the Administrative Agent confirming that such condition has been met.

(10) Transactions with Affiliates. The Borrower shall not, and shall not permit any other Group Party to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of their Affiliates, except:

• (a) in the ordinary course of business at prices and on terms and conditions not less favourable to the Borrower or such other Group Party than would be obtained on an arm's-length basis from unrelated third parties;
• (b) transactions between or among Group Parties not involving any of their other Affiliates; and
• (c) any Indebtedness, Investment, Acquisition or Restricted Payment permitted hereunder.

(11) Restrictive Agreements. The Borrower shall not, and shall not permit any other Credit Party to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon:

(a) the ability of any Credit Party to create, incur or permit to exist any Lien upon any of its property or assets;

• (b) the ability of any Credit Party to pay dividends or other distributions with respect to any Equity Securities or with respect to, or measured by, its profits or to repay loans or advances to any other Credit Party or to provide a Guarantee of any Indebtedness of any other Credit Party;
• (c) the ability of any Credit Party to make any loan or advance to any other Credit Party; or
• (d) the ability of any Credit Party to sell, lease or transfer any of its property to any other Group Party;

provided that (i) Section 6.1(11) (a)-(d) shall not apply to restrictions and conditions imposed by Law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.1(11) (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and condition apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) Section 6.1(11)(a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, and (v) Section 6.1(11)(a) shall not apply to customary provisions in leases and other ordinary course contracts restricting the assignment thereof.

(12) Sales and Leasebacks. The Borrower shall not, and shall not enter into, or permit any other Group Party to, enter into any arrangement, directly or indirectly, with any Person whereby the Borrower or any such other Group Party shall sell or transfer any property, whether now owned or hereafter acquired, and whereby the Borrower or any such other Group Party shall then or thereafter rent or lease as lessee such property or any part thereof or other property which the Borrower or any such other Group Party intends to use for substantially the same purpose or purposes as the property sold or transferred.

(13) Pension Plan Compliance. The Borrower shall not, and shall not permit any other Group Party to, (a) terminate or wind-up or take any other action with respect to any Pension Plan which could reasonably be expected to result in any material liability of any Group Party, (b) fail to make full payment when due of all amounts which, under the terms of any Pension Plan or applicable Law, the Group Party is required to pay as contributions or premiums thereto, (c) establish, sponsor, administer, contribute to, participate in, or assume any liability (including any contingent liability) under any Defined Benefit Plan other than the Defined Benefit Plans listed on Schedule 3.1(12), or (d) acquire an interest in any Person if such Person sponsors, maintains or contributes to any Defined Benefit Plan.

(14) Sale or Discount of Receivables. The Borrower shall not, and shall not permit any other Group Party to, discount or sell (with or without recourse), any of its income or revenues, including any receivables or accounts, or rights in respect thereof, save for (y) discounts offered in the ordinary course of business and (z) discounts arising from the compromise of accounts of an account party (1) in financial difficulty or (2) if, in the commercial judgement of a Credit Party, such compromise is required to maximize the amount recoverable from such account debtor within a reasonably short time period.

(15) Unconditional Purchase Obligations. The Borrower shall not, and shall not permit any other Group Party to, enter into or be a party to, any material contract for the purchase of materials, supplies or other property or services if such contract requires that payment be made by the Borrower or any such other Group Party regardless of whether or not delivery of such materials, supplies or other

property or services is ever made, except any such contract for the purchase of electrical power entered into by the Borrower or any such other Group Party in the ordinary course of its business.

(16) Issuance of Shares. Prior to an IPO, the Borrower shall not authorize or issue any Equity Securities to any Person other than to an employee of the Borrower (determined at the time of issuance) or a Limited Recourse Guarantor. The Borrower shall not permit any other Group Party to authorize or issue any Equity Securities to any Person other than another Group Party other than pursuant to MetaLab Options; provided that such restriction shall not preclude any Group Party that is not a Wholly-Owned Subsidiary from issuing Equity Securities to shareholders of such Group Party that are not Group Parties so long as the number of Equity Securities issued to such shareholders does not exceed the number of Equity Securities corresponding to their rateable percentage ownership of such Equity Securities immediately before such Equity Securities are issued. The Borrower shall not, nor permit any other Group Party to, authorize or issue any preferred shares or other Equity Securities having a mandatory redemption right existing with regard thereto which would become operative on or before the Termination Date determined at the time such Equity Securities are issued. The Borrower shall not permit any Material Subsidiary to issue any Equity Securities to any Person other than a Credit Party. Prior to a Qualified IPO, the Borrower not issue any Equity Securities to a Securities Intermediary (as defined in the GSA) or other issue a Financial Asset (as defined in the GSA) that is subject to a Security Entitlement (as defined in the GSA). For the avoidance of doubt, MetaLab Design may issue Equity Securities pursuant to the MetaLab Options and the recipients thereof may (but need not) exchange same for Equity Securities of the Borrower, in each case subject to Section 5.11(c).

(17) No Amendments to Constating Documents, etc. The Borrower shall not, and shall not permit any other Credit Party to, amend, its constating documents, by-laws, partnership agreement or operating agreement, as applicable, in a manner that would adversely affect, in any material way, the Administrative Agent or the Lenders or such Credit Party's duty or ability to repay the Secured Liabilities.

(18) Cash Management. Except as contemplated by Section 5.1(13), the Borrower shall not, and shall not permit any other Credit Party to, open or maintain any bank or deposit account with any Person that is not a Lender, unless such Person, the applicable Credit Party and the Administrative Agent enter into a blocked account agreement in form and substance satisfactory to the Administrative Agent.

(19) Use of Proceeds. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that each other Group Party and its and their respective directors, officers, employees and Relevant Agents shall not use, the proceeds of any Borrowing or Letter of Credit:

• (a) 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;
• (b) for the purpose of funding, financing or facilitating any prohibited activities, business or transaction of or with any Sanctioned Person; or
• (c) in any other manner that would result in the violation of any Sanctions.

(20) Bankruptcy Proceedings. The Borrower shall ensure that, following the occurrence of an Event of Default under either of Sections 7.1(h) or (i), no Credit Party shall (i) oppose any steps taken by the Administrative Agent or the Lenders to initiate any liquidation, winding-up, reorganization (in each case, other than as specifically permitted hereunder), arrangement, adjustment, protection, relief or

composition of such Credit Party or such Credit Party's debts under any applicable Law relating to bankruptcy, insolvency, reorganization, incorporation law or relief of debtors including any plan of compromise or arrangement or other similar corporate proceeding involving or affecting its creditors, or (ii) oppose any motion brought by the Administrative Agent or the Lenders to lift any stay of proceedings for that purpose.

(21) Anti-Hoarding. The Borrower shall not use the proceeds of any Borrowing to accumulate and/or maintain cash or Cash Equivalents in deposit or investment accounts outside of the ordinary course of business of a Group Party and a Responsible Officer of the Borrower shall certify in each Borrowing Request of such Borrowing to the Lenders.

(22) Control Agreement. The Borrower shall not, and shall not permit any other Credit Party to, utilize the RBC Securities Account, unless the applicable securities intermediary, the applicable Credit Party and the Administrative Agent enter into a control account agreement in form and substance satisfactory to the Administrative Agent.

(23) No Amendments to Subordinated Indebtedness. The Borrower shall not change or amend the terms of any Subordinated Indebtedness (or any indenture or agreement in connection therewith) other than as not prohibited by the applicable Intercreditor Agreement

(24) Existing Non-Bank Accounts. The Borrower shall not, and shall not allow any Credit Party to, deposit or maintain assets in any Existing Non-Bank Account except for the purpose of securing Permitted Indebtedness owing from time to time to the holder thereof or its Affiliates.

ARTICLE 7 EVENTS OF DEFAULT

7.1 Events of Default.

If any of the following events ("Events of Default") shall occur:

• (a) the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;
• (b) any Credit Party shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 7.1(a)) payable under any Loan Document, when and as the same shall become due and payable and such failure shall continue unremedied for a period of three Business Days after written notice from the Administrative Agent;
• (c) any representation or warranty made or deemed made by or on behalf of any Credit Party in or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed to be made;
• (d) any Credit Party or Limited Recourse Guarantor shall fail to observe or perform any covenant, condition or agreement contained in Section 5.1(1)(g)(i) (notice of Default or Event of Default), Section 5.1(2) (Existence; Conduct of Business), Section 5.1(7) (Use

of Proceeds and Letters of Credit), Section 5.1(12) (Financial Covenants) or in Article 6 (or in any comparable provision of any other Loan Document);

• (e) any Credit Party or Limited Recourse Guarantor shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in Section 7.1(a), (b) or (d)) or any other Loan Document, and such failure shall continue unremedied for a period of 30 days after the earlier of (i) knowledge thereof by any Credit Party, or (ii) notice thereof from the Administrative Agent to the Borrower (which notice shall be given at the request of any Lender);
• (f) any Credit Party shall fail to make any payment whether of principal or interest, and regardless of amount, in respect of any Material Indebtedness, when and as the same shall become due and payable;
• (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 7.1(g) shall not apply to (y) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness so long as the proceeds of such sale or transfer are sufficient to, and are applied to, reduce such secured Indebtedness to nil or (z) early termination of a Hedge Arrangement;
• (h) any Credit Party:
  • (i) admits in writing that it is insolvent or unable to pay its liabilities as they generally become due;
  • (ii) commits an act of bankruptcy under the BIA, files a voluntary assignment in bankruptcy under the BIA, makes a proposal (or files a notice of its intention to do so) under the BIA or seeks any other relief in respect of itself under the BIA;
  • (iii) institutes any proceedings seeking relief in respect of itself under the CCAA;
  • (iv) institutes any proceeding seeking relief in respect of itself under the WURA
  • (v) in addition to the forgoing, institutes any other proceeding seeking: (a) to adjudicate itself an insolvent person or a bankrupt; (b) to liquidate, dissolve or wind-up its business or assets, other than a solvent winding-up of a Guarantor into another Credit Party, (c) to compromise, arrange, adjust or declare a moratorium in respect of the payment of, its debts; (d) to stay the rights of creditors generally (or any class of creditors); (e) any other relief in respect of itself under any federal, provincial or foreign applicable Law now or hereafter in effect relating to bankruptcy, winding-up, other than a solvent winding-up of a Guarantor into another Credit Party, insolvency, receivership, restructuring of business, assets or debt, reorganization of business, other than a reorganization or arrangement which does not relate to or involve the compromise, settlement, adjustment or arrangement of debt, assets or debt or protection of debtors from their creditors (such applicable Law includes any applicable corporations

legislation to the extent the relief sought under such corporations legislation relates to or involves the compromise, settlement, adjustment or arrangement of debt); or (f) any other relief which provides for plans or schemes of reorganization, plans or schemes of arrangement, other than a reorganization or arrangement which does not relate to or involve the compromise, settlement, adjustment or arrangement of debt, or plans or schemes of compromise, in respect of itself, to be submitted or presented to creditors (or any class of creditors);

• (vi) applies for the appointment of, or has a receiver (either court or privately appointed), interim receiver, receiver/manager (either court or privately appointed), sequestrator, monitor, conservator, custodian, administrator, trustee, liquidator or other similar official appointed in respect of it, or any substantial part of its property; or
• (vii) threatens to do any of the foregoing, or takes any action, corporate or otherwise, to approve, effect, consent to or authorize any of the actions described in this Section 7.1(h);
• (i) any petition is filed, application made or other proceeding instituted against or in respect of any Credit Party:
  • (i) seeking to adjudicate it an insolvent person;
  • (ii) seeking a bankruptcy order against it under the BIA;
  • (iii) seeking to institute proceedings against it under the CCAA;
  • (iv) seeking to institute proceedings against it under the WURA;
  • (v) seeking, in addition to the forgoing: (a) to adjudicate it an insolvent person or a bankrupt; (b) to liquidate, dissolve or wind-up its business or assets; (c) to compromise, arrange, adjust or declare a moratorium in respect of the payment of, its debts; (d) to stay the rights of creditors generally (or any class of creditors); (e) any other relief in respect of it under any federal, provincial or foreign applicable Law now or hereafter in effect relating to bankruptcy, winding-up, other than a solvent winding-up of a Guarantor into another Credit Party, insolvency, receivership, restructuring of business, assets or debt, reorganization of business, other than a reorganization or arrangement which does not relate to or involve the compromise, settlement, adjustment or arrangement of debt, assets or debt, or protection of debtors from their creditors (such applicable Law includes any applicable corporations legislation to the extent the relief sought under such corporations legislation relates to or involves the compromise, settlement, adjustment or arrangement of debt); or (f) any other relief which provides plans or schemes of reorganization, plans or schemes of arrangement, other than a reorganization or arrangement which does not relate to or involve the compromise, settlement, adjustment or arrangement of debt, or plans or schemes of compromise in respect of it, to be submitted or presented to creditors (or any class of creditors); or

(vi) seeking the issuance of an order for the appointment of a receiver, interim receiver, receiver/manager, sequestrator, monitor, conservator, custodian, administrator, trustee, liquidator or other similar official in respect of it or any substantial part of its property,

and such petition, application or proceeding continues undismissed, or unstayed and in effect, for a period of 30 days after the institution thereof, provided that: (a) if the Credit Party fails to contest such petition, application or proceeding the 30 day grace period shall cease to apply; (b) if an order, decree or judgment is issued (whether or not subject to appeal) against the Credit Party thereunder within the 30 day period, such grace period will cease to apply, and (c) if the Credit Party files an answer or other responding materials admitting the material allegations of a petition, application or other proceeding filed against it, such grace period will cease to apply;

• (j) any other event occurs which, under the Laws of any applicable jurisdiction that is binding on a Credit Party, has an effect equivalent to any of the events referred to in either of Sections 7.1(h) or (i);
• (k) one or more judgments for the payment of money in a cumulative amount in excess of the Default Threshold Amount in the aggregate is rendered against any one or more of the Credit Parties and they have not (i) provided for its satisfaction in accordance with its terms within 30 days from the date of entry thereof, or (ii) procured a stay of execution thereof within 30 days from the date of entry thereof and within such period, or such longer period during which execution of such judgment has not been stayed, appealed such judgment and caused the execution thereof to be stayed during such appeal, provided that if enforcement or realization proceedings are lawfully commenced in respect thereof in the interim and such enforcement or realization proceedings are not stayed before the relief sought thereunder takes place, such grace period shall cease to apply;
• (l) any property of any Credit Party having a Fair Market Value in excess of Cdn.$2,500,000 (or its then equivalent in any other currency) in the aggregate is seized (including by way of execution, attachment, garnishment, levy or distraint), or any Lien thereon securing Indebtedness in excess of Cdn.$2,500,000 (or its then equivalent in any other currency) is enforced, or such property has become subject to any charging order or equitable execution of a Governmental Authority, or any writ of execution or distress warrant exists in respect of any Credit Party or the property of any of them, or any sheriff or other Person becomes lawfully entitled by operation of law or otherwise to seize or distrain upon such property and in any case such seizure, enforcement, execution, attachment, garnishment, distraint, charging order or equitable execution, or other seizure or right, continues in effect and is not released or discharged for more than 30 days or such longer period during which entitlement to the use of such property continues with the such Credit Party, and such Credit Party is contesting the same in good faith and by appropriate proceedings, provided that if the property is sold, in the interim, such grace period shall cease to apply;
• (m) one or more final judgments, not involving the payment of money and not otherwise specified in this Section 7.1(m), has been rendered against any Credit Party, the result of which would reasonably be expected to result in a Material Adverse Effect, so long as such Credit Party has not (i) provided for its satisfaction in accordance with its terms within 30 days from the date of entry thereof, or (ii) procured a stay of execution thereof

within 30 days from the date of entry thereof and within such period, or such longer period during which execution of such judgment has been stayed, appealed such judgment and caused the execution thereof to be stayed during such appeal, provided that if enforcement or realization proceedings are lawfully commenced in respect thereof in the interim and such enforcement or realization proceedings are not stayed before the relief sought thereunder takes place, such grace period shall cease to apply;

• (n) this Agreement, any other Loan Document or any material obligation or other material provision hereof or thereof at any time for any reason terminates or ceases to be in full force and effect and a legally valid, binding and enforceable obligation of any Credit Party, subject to Legal Reservations, is declared to be void or voidable or is repudiated, or the validity, binding effect, legality or enforceability hereof or thereof is at any time contested by any Credit Party, or any Credit Party denies that it has any or any further liability or obligation hereunder or thereunder or any action or proceeding is commenced to enjoin or restrain the performance or observance by any Credit Party of any material terms hereof or thereof or to question the validity or enforceability hereof or thereof, or at any time it is unlawful or impossible for any Credit Party to perform any of its material obligations hereunder or thereunder;
• (o) any Lien purported to be created by any Security Document shall cease to be, or shall be asserted by any Credit Party not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) Lien in Collateral to which it attaches;
• (p) a Material Adverse Change shall occur;
• (q) a Change of Control shall occur;
• (r) (i) an ERISA Event shall occur which would reasonably be expected to result in a Material Adverse Effect, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Default Threshold Amount; or
• (s) a failure of a Credit Party to pay an Early Termination Amount owing to a Secured Hedge Counterparty within the applicable grace period,

then, (A) and in every such Event of Default other than those described in (B), and at any time thereafter during the continuance of such Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (x) terminate the Revolving Credit Commitments, and thereupon the Revolving Credit Commitments shall terminate immediately, and (y) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind except as set out earlier in this paragraph, all of which are hereby waived by the Borrower, and (B) in the case of any event with respect to the Borrower described in Section 7.1(h), (i) or (j), the Revolving Credit Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and

other obligations of the Borrower accrued hereunder, and LC Cover for any outstanding Letters of Credit, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

7.2 Rebalancing.

During the occurrence of an Event of Default the Administrative Agent shall make all usual and customary adjustments as may be required to ensure that each Lender holds its Applicable Percentage of Loans under each Credit, and each Lender agrees to take all actions as are necessary to give effect to such adjustments, including, without limitation, advancing amounts to the Administrative Agent for distribution to other Lenders.

ARTICLE 8 THE ADMINISTRATIVE AGENT

8.1 Appointment of Administrative Agent.

Each Lender hereby designates National Bank of Canada as Administrative Agent to act as herein specified and as specified in the other Loan Documents. Each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of the Loan Documents and to exercise such powers and to perform such duties thereunder as are specifically delegated to or required of the Administrative Agent by the terms thereof and such other powers as are reasonably incidental thereto. The Administrative Agent may perform any of its duties hereunder by or through its agents or employees. Each Secured Party hereby (a) irrevocably authorizes and directs the Administrative Agent to execute and deliver any Intercreditor Agreement on behalf of such Secured Party, and (b) agrees that any Intercreditor Agreement shall be a binding obligation of such Secured Party, enforceable against it in accordance with its terms. The provisions of this Article 8 are solely for the benefit of the Administrative Agent and the Lenders (including the Swingline Lender and the Issuing Bank), and neither the Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term "agent" as used herein or in any other Loan Document (or any similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

8.2 Secured Parties.

• (a) The Security Documents shall be in favour of the Administrative Agent for the benefit of the Secured Parties.
• (b) The Secured Hedge Obligations shall be secured by the Liens granted under the Security Documents and rank pari passu with the obligations of the Borrower under this Agreement.
• (c) The Secured Cash Management Obligations shall be secured by the Liens granted under the Security Documents and rank pari passu with the obligations of the Borrower under this Agreement.
• (d) Notwithstanding such common security and prior to the Lender Termination Date, all decisions regarding the administration and enforcement of the Security Documents shall be made by the Administrative Agent and the Lenders alone, and no Secured Hedge

Counterparty or Secured Cash Management Provider shall have any voting rights under this Agreement or any other right whatsoever to participate in the administration or enforcement of the Security Documents. For the avoidance of doubt but without limitation, prior to the Lender Termination Date, any or all of the Security Documents or any rights contained therein may be amended or released by the Administrative Agent without the consent of any Secured Hedge Counterparty or Secured Cash Management Provider, in those capacities.

(e) Each Lender that is or becomes a Secured Hedge Counterparty or Secured Cash Management Provider shall be bound as such by virtue of its execution and delivery of this Credit Agreement or an Assignment and Assumption, as applicable, notwithstanding that such capacity as Secured Hedge Counterparty or Secured Cash Management Provider may not be identified on its signature line. Each Lender shall cause its Related Non-Party Beneficiaries to comply with the terms and conditions of the Loan Documents applicable to them and pay and perform their debts, liabilities and obligations thereunder.

8.3 Limitation of Duties of Administrative Agent.

The Administrative Agent shall have no duties or responsibilities except those expressly set out with respect to the Administrative Agent in this Agreement and as specified in the other Loan Documents. None of the Administrative Agent, nor any of its Related Parties shall be liable for any action taken or omitted by it as such hereunder or in connection herewith, unless caused by its or their gross negligence or willful misconduct. The duties of the Administrative Agent shall be mechanical and administrative in nature; the Administrative Agent shall not have, by reason of this Agreement or the other Loan Documents, a fiduciary relationship in respect of any Secured Party. Nothing in this Agreement or the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Administrative Agent any obligations in respect of this Agreement except as expressly set out herein. The Administrative Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to this Agreement or the other Loan Documents unless it is requested in writing to do so by the Required Lenders.

8.4 Lack of Reliance on the Administrative Agent.

(1) Independent Investigation. Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business. Independently, and without reliance upon the Administrative Agent, each Lender, to the extent it deems appropriate, has made and shall continue to make (a) its own independent investigation of the financial condition and affairs of the Credit Parties in connection with the taking or not taking of any action in connection herewith, and (b) its own appraisal of the creditworthiness of the Credit Parties, and, except as expressly provided in this Agreement and the other Loan Documents, the Administrative Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the consummation of the Transactions or at any time or times thereafter.

(2) Agents Not Responsible. The Administrative Agent shall not be responsible to any Lender for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, collectability, priority or sufficiency of this Agreement or the other Loan Documents or the financial condition of the Credit Parties or be required to make any inquiry

concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or the other Loan Documents, or the financial condition of the Credit Parties, or the existence or possible existence of any Default or Event of Default.

8.5 Certain Rights of the Administrative Agent.

If the Administrative Agent shall request instructions from the Lenders or the Required Lenders (as the case may be) with respect to any act or action (including the failure to act) in connection with this Agreement or the other Loan Documents, the Administrative Agent shall be entitled to refrain from such act or taking such action unless and until the Administrative Agent shall have received written instructions from the Lenders or the Required Lenders, as applicable, and the Administrative Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this Agreement and the other Loan Documents in accordance with the instructions of the Required Lenders, or, to the extent required by Section 9.2, all of the Lenders.

8.6 Reliance by Administrative Agent.

The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or facsimile message, electronic mail, cablegram, radiogram, order or other documentary teletransmission, telephone message, Internet or intranet website posting or other distribution believed by it to be genuine and correct and to have been signed, sent or made 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 Borrowing that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.

8.7 Indemnification of Administrative Agent.

To the extent the Administrative Agent is not reimbursed and indemnified by the Borrower, each Lender shall reimburse and indemnify the Administrative Agent, in proportion to its aggregate Applicable Percentage, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable documented out-of-pocket costs and expenses (including reasonable documented out-of-pocket counsel fees and disbursements) or disbursements of any kind or nature whatsoever other than costs and expenses that are not reasonable and documented costs and expenses, which may be imposed on, incurred by or asserted against the Administrative Agent in performing its duties hereunder, in any way relating to or arising out of this Agreement or any other Loan Document; provided that no Lender shall be liable to the Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent's gross negligence (it being acknowledged that ordinary negligence does not necessarily constitute gross negligence) or willful misconduct. For the avoidance of doubt, the Borrower shall reimburse a Lender for any payment made by such Lender pursuant to this Section 8.7.

8.8 The Administrative Agent in its Individual Capacity.

With respect to its obligations under this Agreement and the Loans made by it, National Bank of Canada, in its capacity as a Lender hereunder, shall have the same rights and powers hereunder as any other Lender and may exercise the same as though it were not performing the duties, if any, specified herein; and the terms "Lenders" and "Required Lenders" and any similar terms shall, unless the context clearly otherwise indicates, include National Bank of Canada in its capacity as a Lender hereunder. The Administrative Agent and the Sole Lead Arranger may accept deposits from, lend money to, and generally engage in any kind of banking, trust, financial advisory or other business with the Borrower or any Affiliate of the Borrower as if it were not performing the duties, if any, specified herein, and may accept fees and other consideration from the Borrower for services in connection with this Agreement and otherwise without having to account for the same to the Lenders.

8.9 May Treat Lender as Owner.

The Borrower, the Administrative Agent and the Issuing Bank may deem and treat each Lender as the owner of the Loans recorded on the Register maintained pursuant to Section 9.4(3) for all purposes hereof until a written notice of the assignment or transfer thereof shall have been filed with the Administrative Agent. Any request, authority or consent of any Person who at the time of making such request or giving such authority or consent is the owner of a Loan shall be conclusive and binding on any subsequent owner, transferee or assignee of such Loan.

8.10 Successor Administrative Agent.

(1) Replacement of Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right, upon five Business Days' notice to the Borrower, to appoint a successor Administrative Agent (who shall not be a non-resident of Canada within the meaning of the Income Tax Act), subject to the approval of the Borrower, such approval not to be unreasonably withheld. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation of the retiring Administrative Agent, then, upon five Business Days' notice to the Borrower, the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent (subject to approval of the Borrower, such approval not to be unreasonably withheld), which shall be a financial institution organized under the laws of Canada having a combined capital and surplus of at least Cdn.$1,000,000,000 or having a parent company with combined capital and surplus of at least Cdn.$1,000,000,000.

(2) Rights, Powers, etc. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

8.11 No Independent Legal Action.

Notwithstanding that any debt arising hereunder to a Lender shall be separate and independent debt, no Lender may take any independent legal action to enforce any obligation of the Borrower hereunder. Each Lender hereby acknowledges that, to the extent permitted by applicable Law, the

Security Documents and the remedies provided thereunder to the Secured Parties are for the benefit of the Secured Parties collectively and acting together and not severally, and further acknowledges that each Secured Party's rights hereunder and under the Security Documents are to be exercised collectively, not severally, by the Administrative Agent upon the decision of the Required Lenders. Accordingly, notwithstanding any of the provisions contained herein or in the Security Documents, each of the Lenders hereby covenants and agrees that it and its Related Non-Party Beneficiaries shall not be entitled to take any action hereunder or thereunder, including any declaration of default hereunder or thereunder, but that any such action shall be taken only by the Administrative Agent with the prior written agreement of the Required Lenders, provided that, notwithstanding the foregoing, in the absence of instructions from the Lenders (or the Required Lenders) and where in the sole opinion of the Administrative Agent the exigencies of the situation so warrant such action, the Administrative Agent may without notice to or consent of the Lenders (or the Required Lenders) take such action on behalf of the Secured Parties as it deems appropriate or desirable in the interests of the Secured Parties. Each Lender hereby further covenants and agrees that upon any such written consent being given by the Required Lenders (or, to the extent required by Section 9.2, the Lenders), it and its Related Non-Party Beneficiaries shall co-operate fully with the Administrative Agent to the extent requested by the Administrative Agent, and each Lender further covenants and agrees that all proceeds from the realization of the Security Documents, to the extent permitted by applicable Law, are held for the benefit of all of the Secured Parties and shall be shared among them in accordance with this Agreement, and each Lender acknowledges that all costs of any such realization (including all amounts for which the Administrative Agent is required to be indemnified under the provisions hereof) shall be shared among the Lenders in accordance with this Agreement. Each Lender covenants and agrees to do, and to cause its Related Non-Party Beneficiaries to do, all acts and things and to make, execute and deliver all agreements and other instruments, so as to fully carry out the intent and purpose of this Section 8.11, and each Lender hereby covenants and agrees that it and its Related Non-Party Beneficiaries shall not (i) seek, take, accept or receive any Lien (other than a right of set-off) or Guarantee for any of the Secured Liabilities other than is provided to the Administrative Agent, or (ii) enter into any other agreement with any of the Group Parties relating in any manner whatsoever to the Credits unless all of the Lenders shall at the same time obtain the benefit of any such agreement. For the avoidance of doubt but subject always to Section 2.16, nothing in this Section 8.11 shall limit or otherwise affect the ability of any Secured Party to separately enforce its rights under any document, instrument or agreement with respect to any Secured Hedge Arrangement or Cash Management Services.

8.12 Sole Lead Arranger.

The Sole Lead Arranger has no duties, liabilities or obligations hereunder.

8.13 Québec Security.

For the purposes of the grant of security under the laws of the Province of Quebec which may now or in the future be required to be provided by any Credit Party, the Administrative Agent is hereby irrevocably authorized and appointed by each of the Lenders hereto to act as hypothecary representative (within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future Lenders (in such capacity, the "Hypothecary Representative") in order to hold any hypothec granted under the laws of the Province of Quebec and to exercise such rights and duties as are conferred upon the Hypothecary Representative under the relevant deed of hypothec and applicable Laws (with the power to delegate any such rights or duties). The execution prior to the date hereof by the Administrative Agent in its capacity as the Hypothecary Representative of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any Person who becomes a Lender or successor Administrative Agent shall be deemed to have consented to and ratified the foregoing appointment of the Administrative Agent as the Hypothecary Representative on behalf of all Lenders,

including such Person and any Affiliate of such Person designated above as a Lender. For greater certainty, the Administrative Agent, acting as the Hypothecary Representative, shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favor of the Administrative Agent in this Agreement, which shall apply mutatis mutandis. In the event of the resignation of the Administrative Agent (which shall include its resignation as the Hypothecary Representative) and appointment of a successor Administrative Agent, such successor Administrative Agent shall also act as the Hypothecary Representative, as contemplated above.

8.14 Erroneous Payments by the Administrative Agent.

(1) Clawback. If the Administrative Agent (x) notifies a Lender or other Secured Party, or any Person who has received funds on behalf of a Lender or other Secured Party under or pursuant to any of the Loan Documents (any such Lender, other Secured Party or other recipient, a "Payment Recipient") that the Administrative Agent has determined in its discretion (whether or not after receipt of any notice under Section 8.14(2)) 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 or paid to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, other Secured Party 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 8.14(1) and held in trust for the benefit of the Administrative Agent, and such Lender or other Secured Party 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 three 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 (x) in respect of an Erroneous Payment in U.S. Dollars, the Federal Funds Rate, and in respect of an Erroneous Payment in Canadian Dollars or any other currency, at a fluctuating rate per annum equal to the overnight rate at which Canadian Dollars or funds in the currency of such Erroneous Payment, as the case may be, may be borrowed by the Administrative Agent in the interbank market in an amount comparable to such Erroneous Payment (as determined by the Administrative Agent), and (y) a rate determined by the Administrative Agent in accordance with banking industry rules or prevailing market practice for interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this Section 8.14(1) shall be conclusive, absent manifest error.

(2) Error Designation. Without limiting the immediately preceding Section 8.14(1), each Lender or other Secured Party, or any Person who has received funds on behalf of a Lender or other Secured Party (and each of their respective successors and assigns) under or pursuant to any of the Loan Documents, hereby further 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 or Secured Party, or

other such recipient, otherwise becomes aware was transmitted, paid, or received, in error or by mistake (in whole or in part), then in each such case:

• (a) it acknowledges and agrees that (i) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent express written confirmation from the Administrative Agent to the contrary), or (ii) 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
• (b) such Lender or other Secured Party 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 the 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 8.14(2).

For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 8.14(2) shall not have any effect on a Payment Recipient's obligations pursuant to Section 8.14(1) or on whether or not an Erroneous Payment has been made.

(3) Set-off. Each Lender or other Secured Party hereby authorizes the Administrative Agent to set-off, net and apply any and all amounts at any time owing to such Lender or other Secured Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender or other Secured Party 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 Section 8.14(1).

(4) Assignment. 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 Section 8.14(1), 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 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 any of its Revolving Credit Commitments) under the Revolving Credit 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 any of its Revolving Credit Commitments) of the Revolving Credit, 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 hereunder with respect to such Erroneous Payment Deficiency

Assignment and the assigning Lender shall cease to be a Lender 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 any of its Revolving Credit 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 Revolving Credit Commitments of any Lender and such Revolving Credit Commitments shall remain available in accordance with the terms of this Agreement. Subject to Section 9.4 (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.

(5) Secured Liabilities Satisfaction. 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 other Secured Party, to the rights and interests of such Lender or Secured Party, as the case may be) under the Loan Documents with respect to such amount (the "Erroneous Payment Subrogation Rights") (provided that the Credit Parties' Secured Liabilities under the Loan Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Secured Liabilities 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 Secured Liabilities owed by the Borrower or any other Credit Party; provided that this Section 8.14(5) 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 (i) the Borrower or any other Credit Party or (ii) the proceeds of realization from the enforcement of one or more of the Loan Documents against or in respect of one or more of the Credit Parties; provided that, in each case, such funds were received by the Administrative Agent for the purpose of discharging such Secured Liabilities*.*

(6) Waiver of Defences. 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, defence 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 defence based on "discharge for value", "good consideration" for the Erroneous Payment or change of position by such Payment Recipient, any defence that the intent of the Administrative Agent was that such Payment Recipient retain the Erroneous Payment in all events, or any doctrine or defence similar to any of the foregoing*.*

(7) Survival. Each party's obligations, agreements and waivers under this Section 8.14 shall survive the resignation or replacement of the Administrative Agent, or any assignment or transfer of rights or obligations by, or the replacement of, a Lender or an Affiliate thereof the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Liabilities (or any portion thereof) under any Loan Document.

• (8) Affiliates. For purposes of this Section 8.14, each Lender:
• (a) agrees it is executing and delivering this Agreement with respect to this Section 8.14 both on its own behalf and as agent for and on behalf of its Affiliates referred to in this Section 8.14 and any Person receiving funds under or pursuant to any of the Loan Documents on behalf of such Lender or any of such Affiliates;
• (b) represents, warrants, covenants and agrees that its Affiliates referred to in this Section 8.14 and any Person receiving funds under or pursuant to any of the Loan Documents on behalf of such Lender or any of such Affiliates are bound by the provisions of this Section 8.14; and
• (c) agrees that any matter or thing done or omitted to be done by such Lender, its Affiliates, or any Person receiving funds under or pursuant to any of the Loan Documents on behalf of such Lender or any of such Affiliates which are the subject of this Section 8.14 will be binding upon such Lender and such Lender does hereby indemnify and save the Administrative Agent and its Affiliates harmless from any and all losses, expenses, claims, demands or other liabilities of the Administrative Agent and its Affiliates resulting from the failure of such Lender, its Affiliates or such Persons to comply with their obligations under and in respect of this Section 8.14.

(9) No Borrower Liability. Except pursuant to an Erroneous Payment Deficiency Assignment or the exercise of any Erroneous Payment Subrogation Rights (or any equivalent equitable subrogation rights), the Borrower shall not have any liability to the Agent for any Erroneous Payment or any interest, loss, cost or damages related thereto or arising therefrom under any provision of this Agreement or any other Loan Document or under any legal principle or theory, whether arising by law or in equity.

ARTICLE 9 MISCELLANEOUS

9.1 Notices.

(1) Method and Contact Information. Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to Section 9.1(2)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or

overnight courier service, mailed by certified or registered mail or sent by facsimile or e-mail in each case to the addressee, as follows:

(i) if to the Borrower or any other Credit Party:

c/o Andrew Wilkinson 101 - 524 Yates Street Victoria, BC, V8W 1K8 Attention: E-mail: [Redacted] [Redacted]

and, in the case of notices relating to Defaults or Events of Default, with a copy to:

Fasken Martineau DuMoulin LLP 350 7th Avenue SW, Suite 3400 Calgary, AB T2P 3N9

Attention:	[Redacted]
E-mail:	[Redacted]

(ii) if to the Administrative Agent:

National Bank of Canada Corporate Customer Service – Syndication and Agency Group 500 Place d'Armes, 26th Floor Montreal, Quebec H2Y 2W3

Attention:	Syndications
E-mail:	[Redacted]

and, in the case of notices relating to Defaults or Events of Default, with a copy to:

[Redacted] Blake, Cassels & Graydon LLP 199 Bay Street Suite 4000, Commerce Court West Toronto, ON, M5L 1A9 E-mail: [Redacted]

(iii) if to any Lender or any Issuing Bank, to it at its address, facsimile number or email address set out opposite its name on Schedule 9.1 or in the Assignment Agreement by which it becomes a Lender.

(2) Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communication to it

hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(3) Change of Address; When Notice Deemed Given. Any party hereto may change its address, facsimile number or e-mail address for notices and other communications hereunder by notice to the other parties hereto in the manner provided in Section 9.1. All notices and other communications given to any Party in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

(4) Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through Electronic Systems, to the extent provided in paragraph (5) below, shall be effective as provided in said paragraph (5).

(5) Unless the Lender otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender's receipt of an acknowledgement from the intended recipient (such as by the "return receipt requested" function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient*.*

• (6) Electronic Systems.
• (a) The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Issuing Bank and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System. Although the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Closing Date, a user ID/password authorization system) and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders, each of the Issuing Banks and the Borrower acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the representatives or contacts of any Lender that are added to the Approved Electronic Platform, and that there may be confidentiality and other risks associated with such distribution. Each of the Lenders, each of the Issuing Banks and the Borrower hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution.
• (b) Any Electronic System used by the Administrative Agent is provided "as is" and "as available." The Agent Parties (as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including any

warranty of merchantability, fitness for a particular purpose, non-infringement of thirdparty rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties (collectively, the "Agent Parties") have any liability to any Credit Party, any Lender, any Issuing Bank or any other Person or entity for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Credit Party's or the Administrative Agent's transmission of Communications through an Electronic System, except to the extent of direct or actual damages as are determined by a court of competent jurisdiction by final and nonappeallable judgment to have resulted from the gross negligence or willful misconduct on the part of any Agent Party or such Credit Party; provided that any Communication to any Lenders, prospective Lenders, Participants or prospective Participants or, to the extent such disclosure is otherwise permitted, to any other Person through an Electronic System shall be made subject to the acknowledgement and acceptance by such Person that such Communication is being disseminated or disclosed on a confidential basis (on terms substantially the same as set forth in Section 9.16 or otherwise reasonably acceptable to the Administrative Agent and the Borrower), which shall in any event require "click through" or other affirmative actions on the part of the recipient to access such Communication. "Communications" means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Credit Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or the Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

9.2 Waivers; Amendments.

(1) Waiver. No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 9.2(2), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time.

(2) Amendments. Neither this Agreement nor any other Security Document (or any provision hereof or thereof) may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders (and for greater certainty, any such waiver, amendment or modification shall not require any consent or other agreement of any Credit Party other than the Borrower, notwithstanding that any such Credit Party may be a party to this Agreement or any other Loan Document); provided that no such agreement shall:

(a) increase the amount of any Revolving Credit Commitment of any Lender;

• (b) extend the expiry date of any Revolving Credit Commitment of any Lender;
• (c) reduce the principal amount of any Loan or reduce the rate of interest or any fee applicable to any Loan (provided that the Required Lenders may amend the definition of Leverage Ratio notwithstanding any effect on the Applicable Margin);
• (d) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable in respect thereof, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Revolving Credit Commitment (it being understood that modifications to, or waivers of, the mandatory prepayment provisions of Section 2.9(2) do not fall within this clause (d));
• (e) change Section 2.16 in a manner that would alter the sharing of payments required thereby;
• (f) otherwise increase the principal amount of Indebtedness available hereunder (other than by way of Additional Commitment as permitted by Section 2.1(2));
• (g) change any of the provisions of this Section 9.2 or the definition of "Required Lenders" or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder;
• (h) waive any Event of Default under Section 7.1(h), (i), or (j) (it being understood that any other Event of Default may be waived by the Required Lenders, notwithstanding that the Loans would otherwise bear a default rate of interest and be capable of falling due and payable); or
• (i) except as permitted or required by Section 9.18, release any Credit Party from any material obligations under the Security Documents and other instruments contemplated by this Agreement, release or discharge any of the Liens arising under the Security Documents, permit the creation of any Liens (other than Permitted Liens) on any of the assets subject to the Liens arising under the Security Documents, waive or forgo the delivery any Security Document required hereunder, lower the priority of any Lien arising under any of the Security Documents, or lower the priority of any payment obligation of any Credit Party under any of the Loan Documents,

in each case without the prior written consent of each Lender, or in the case of the matters referred to in Section 9.2(2)(a), (b), (c), (d) and (e), without the prior written consent of each Lender directly affected thereby, and provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder, as the case may be, without the prior written consent of the Administrative Agent, Issuing Bank or Swingline Lender (as applicable). For greater certainty, the Administrative Agent may release and discharge the Liens constituted by the Security Documents or a Guarantor from the Credit Party Guarantee to the extent necessary to enable a Credit Party to complete any Asset Disposition which is not prohibited by this Agreement or the other Loan Documents. The Administrative Agent may also subordinate the Liens constituted by the Security Documents to any Lien permitted by clause (c) of the definition of Permitted Lien.

(3) Notwithstanding Section 9.2(2), if the Administrative Agent and the Borrower, acting together, identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement*.*

9.3 Expenses; Indemnity; Damage Waiver.

(1) Expenses. The Borrower shall pay (a) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable documented out-ofpocket fees, charges and disbursements of counsel for the Administrative Agent and all applicable Taxes, in connection with the syndication of the credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan, (b) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable documented out-of-pocket fees, charges and disbursements of counsel for the Administrative Agent and applicable Taxes, in connection with any amendments, modifications or waivers of the provisions hereof or of any of the other Loan Documents, (whether or not the transactions contemplated hereby or thereby shall be consummated), and (c) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, the Sole Lead Arranger or any Lender, including the reasonable documented out-of-pocket fees, charges and disbursements of any counsel for the Administrative Agent or any Lender and all applicable Taxes, in connection with the assessment, enforcement or protection of their rights in connection with this Agreement, including its rights under Section 9.3, or in connection with the Loans made hereunder, in each case incurred after an Event of Default has occurred and while it is continuing, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

(2) Indemnity. The Borrower shall indemnify the Sole Lead Arranger and each Secured Party, as well as each Related Party and each assignee of any of the foregoing Persons (each such Person and each such assignee being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind and all reasonable documented out-of-pocket expenses and all applicable Taxes (other than Excluded Taxes) incurred in connection therewith to which any Indemnitee may become subject ("Indemnifiable Amounts") arising out of or in connection with any claim, suit, action or proceeding asserted against such Indemnitee by reason of (a) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder, and the consummation of the Transactions or any other transactions thereunder, (b) any Loan or Letter of Credit or any actual or proposed use of the proceeds therefrom, including any refusal by the Issuing Bank to honour a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit, (c) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by a Credit Party, or any Environmental Liability related in any way to a Credit Party, (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, (e) any other aspect of this Agreement and the other Loan Documents (including any misrepresentation made thereunder), or (f) the enforcement of any Indemnitee's rights hereunder and any related assessment, investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity shall not be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappeallable judgment to have resulted from the gross negligence (it being acknowledged that ordinary negligence does not necessarily constitute gross negligence) or wilful misconduct of or material breach of this Agreement by an Indemnitee, (ii) Indemnifiable Amounts of the nature provided for in Section 9.3(1) relating to matters set forth in clauses (a) and (b) thereof or (iii) Indemnifiable Amounts arising from (A) any dispute

between or amongst Secured Parties or (B) any successful suit or proceeding brought by a Credit Party for damages against a Secured Party.

(3) Lender Responsibility for Unpaid Expenses and Indemnity. To the extent that the Borrower fails to pay any amount required to be paid under Sections 9.3(1) or (2) to the Administrative Agent, the Issuing Bank and the Swingline Lender (as applicable), each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender (as applicable) such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, an Issuing Bank or the Swingline Lender, in its capacity as such. For the avoidance of doubt, the Borrower shall reimburse a Lender for any payment made pursuant to this Section 9.3(3).

(4) Inspections for Administration. Any inspection of any property of any Credit Party made by or through the Administrative Agent or any Lender shall be for purposes of administration of the Credits only, and no Credit Party shall be entitled to rely upon the same (whether or not such inspections are at the expense of the Borrower).

(5) No Representation. By accepting or approving anything required to be observed, performed, fulfilled or given to the Administrative Agent or the Lenders pursuant to the Loan Documents, neither the Administrative Agent nor the Lenders shall be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by the Administrative Agent or the Lenders.

(6) Relationship Between Parties. The relationship between the Borrower and the Administrative Agent and the Lenders is, and shall at all times remain, solely that of borrower and lenders. Neither the Administrative Agent nor the Lenders shall under any circumstances be construed to be partners or joint venturers of the Borrower or its Affiliates. Neither the Administrative Agent nor the Lenders shall under any circumstances be deemed to be in a relationship of confidence or trust or a fiduciary relationship with the Borrower or its Affiliates, or to owe any fiduciary duty to the Borrower or its Affiliates. Neither the Administrative Agent nor the Lenders undertake or assume any responsibility or duty to the Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon or inform the Borrower or its Affiliates of any matter in connection with their property or the operations of the Borrower or its Affiliates. The Borrower and its Affiliates shall rely entirely upon their own judgment with respect to such matters, and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by the Administrative Agent or the Lenders in connection with such matters shall be solely for the protection of the Administrative Agent and the Lenders, and neither the Borrower nor any other Person shall be entitled to rely thereon.

(7) Limitation of Liability. The Administrative Agent and the Lenders shall not be responsible or liable to any Person for any loss, damage, liability or claim of any kind relating to injury or death to Persons or damage to property caused by the actions, inaction or negligence of any Credit Party or its Affiliates, and the Borrower hereby indemnifies and holds the Administrative Agent and the Lenders harmless to the extent (if any) and on the terms set out in Section 9.3(2) from any such loss, damage, liability or claim.

(8) Waiver. To the extent permitted by applicable Law, the Borrower shall not assert, and the Borrower hereby waives, any claim against any Indemnitee for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other

information transmission systems (including the Internet) , except to the extent of direct or actual damages as are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct on the part of any Indemnified Party or any Related Party of an Indemnified Party.

(9) Payment of Expenses and Indemnity. All amounts due under Section 9.3 shall be payable not later than three Business Days after written demand therefor.

9.4 Successors and Assigns.

(1) Successors and Assigns. 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 (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (a) the Borrower shall not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void), and (b) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 9.4. 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 (including any Affiliate of the Issuing Bank that issues any Letter of Credit) 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.

(2) Assignment by Lenders. Any Lender may assign to one or more assignees (treating any fund that invests in bank loans and any other fund that invests in bank loans and is managed by the same investment advisor of such fund or by an Affiliate of such investment advisor as a single assignee) all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Revolving Credit Commitments and the Loans at the time owing to it); provided that (a) except in the case of an assignment to a Lender or a Lender Affiliate, the Borrower must give its prior written consent to such assignment (which consent shall not be unreasonably withheld, conditioned or delayed and the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof), and (b) except in the case of an assignment of any Revolving Credit Commitment to an assignee that is a Lender with a Revolving Credit Commitment immediately prior to giving effect to such assignment, the Administrative Agent must give its prior written consent to such assignment (which consent shall not be unreasonably withheld, conditioned or delayed); (c) the Borrower's consent shall not be required with respect to any assignment made at any time after the occurrence and during the continuance of an Event of Default, (d) except in the case of an assignment to a Lender or a Lender Affiliate or an assignment of the entire remaining amount of the assigning Lender's Revolving Credit Commitment, the amount of the Revolving Credit Commitment of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption relating to such assignment is delivered to the Administrative Agent) shall not be less than Cdn.$1,000,000, unless each of the Borrower and the Administrative Agent otherwise consent in writing and the amount held by each Lender after each such assignment shall not be less than Cdn.$5,000,000, unless each of the Borrower and the Administrative Agent otherwise consent in writing, (e) each partial assignment in respect of a Revolving Credit Commitment and the related Loans shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement in respect of such Revolving Credit Commitment and the related Loans, (f) the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption, Assumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with (except in the case of an assignment to an

existing Lender or a Lender Affiliate of an existing Lender) a processing and recordation fee of Cdn.$5,000, payable by the assigning Lender, (g) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire, and (h) no assignment may be made to a Permitted Holder, any Credit Party, any Affiliate of a Credit Party or a Permitted Holders, any Subordinated Creditor or a Defaulting Lender. The Administrative Agent shall provide the Borrower and each Lender with written notice of any change in (or new) address of a Lender disclosed in an Administrative Questionnaire. Subject to acceptance and recording thereof pursuant to Section 9.4(4), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, shall have all of the rights and obligations of a Lender under this Agreement, 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 Sections 2.13, 2.14, and 2.15 and 9.3). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with Section 9.4 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 Section 9.4(5).

(3) Register. The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices in Toronto, Ontario 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 Revolving Credit Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be prima facie evidence thereof, and the Borrower, the Administrative Agent, the Issuing Bank, and the Lenders may 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. The Register shall be available for inspection by the Borrower, the Issuing Bank and any Lender at any reasonable time and from time to time upon reasonable prior notice.

(4) Acceptance and Recording of Assignments. Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee's completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 9.4(2) and any written consent to such assignment required by Section 9.4(2), the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 9.4(4).

(5) Participations. Any Lender may, without notice to the Borrower or the consent of the Borrower, the Administrative Agent, the Issuing Bank or the Swingline Lender, sell participations to one or more Persons that satisfy the requirements of an Eligible Assignee (a "Participant") in all or a portion of such Lender's rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Revolving Credit Commitment and the Loans owing to it); provided that (a) such Lender's obligations under this Agreement shall remain unchanged, (b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (c) the Borrower, the Administrative Agent, the Issuing Bank 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. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that (d) such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender shall not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.2(2) that affects such Participant, and (e) the

Participant shall agree to maintain the confidentiality of Information (as defined in Section 9.16) on terms and conditions substantively similar to those contained in Section 9.16. Subject to Section 9.4(6), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.13, 2.14, 2.15 and 9.3 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.4(2). To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.11 as though it were a Lender, provided that such Participant agrees to be subject to Section 2.16(4) as though it were a Lender.

(6) Rights of Participant. A Participant shall not be entitled to receive any greater payment under Sections 2.13, 2.14, 2.15 and 9.3 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent.

(7) Lender Pledge of Security. Any Lender may at any time grant a security interest in all or any portion of its rights under this Agreement to secure the obligations of such Lender, including to secure obligations to the Federal Reserve Bank of New York or any other central banking authority, and Section 9.4 shall not apply to any such grant of a security interest; provided that no grant of a security interest shall release a Lender from any of its obligations hereunder or substitute any such grantee for such Lender as a party hereto.

(8) Borrower's Obligations. Any assignment or grant of a participation pursuant to Section 9.4 shall constitute neither a repayment by the Borrower to the assigning or granting Lender of any Loan included therein, nor a new advance of any such Loan to the Borrower by such Lender or by the assignee or Participant, as the case may be. The parties acknowledge that the Borrower's obligations hereunder with respect to any such Loans shall continue and shall not constitute new obligations as a result of such assignment or participation.

9.5 Anti-Money Laundering Legislation.

(1) Information. The Borrower acknowledges that, pursuant to AML Legislation, the Lenders and the Administrative Agent may be required to obtain, verify and record information regarding the Borrower, its directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Borrower, and the transactions contemplated hereby. The Borrower shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender or the Administrative Agent, or any prospective assignee or participant of a Lender or the Administrative Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence.

(2) Role of Agent. 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:

• (a) shall be deemed to have done so as an agent for each Lender, and this Agreement shall constitute a "written agreement" in such regard between each Lender and the Administrative Agent within the meaning of applicable AML Legislation; and
• (b) shall provide to each Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness.

Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that the Administrative Agent has no obligation to ascertain the identity of the Borrower or any authorized signatories of the Borrower on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from the Borrower or any such authorized signatory in doing so.

9.6 Acknowledgement and Consent to Bail-In of Affected Financial Institutions.

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

• (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and
• (b) the effects of any Bail-In Action on any such liability, including, if applicable:
  • (i) a reduction in full or in part or cancellation of any such liability;
  • (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
  • (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any applicable Resolution Authority.

9.7 Survival.

All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Revolving Credit Commitments have not expired or terminated. Sections 2.13, 2.14, 2.15, 9.3 and Article 8 shall survive and remain in full force and effect, regardless of the consummation of the Transactions, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Revolving Credit Commitments or the termination of this Agreement or any provision hereof.

9.8 Execution.

(1) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to constitute one and the same instrument*.* Counterparts may be executed either in original or faxed or other electronic form and the parties adopt any signatures received by a receiving fax machine or via e-mail as original signatures of the parties; provided, however, that any Party providing its signature in such manner shall promptly forward to the other parties an original of the signed copy of this Agreement which was so faxed or emailed.

(2) Delivery of an executed counterpart of a signature page of this Agreement or any other Loan Document by telecopy, emailed pdf. or any other electronic means that reproduces an image of, or otherwise constitutes, the actual executed signature page shall be effective as delivery of a manually executed counterpart*.* The words "execution," "signed," "signature," "delivery," and words of like import in or relating to any document to be signed in connection with this Agreement or any other Loan Document and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries 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, physical delivery thereof 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; provided that nothing herein shall require the Administrative Agent to accept electronic signatures in any form or format without its prior written consent.

(3) Each Party agrees that, at any time, the Administrative Agent and each Lender may convert paper records of this Agreement, the other Loan Documents and all other documentation delivered to the Administrative Agent hereunder in such capacity (each, a "Paper Record") into electronic images (each, an "Electronic Image") as part of the Administrative Agent's or Lender's, as applicable, normal business practices. Each party hereto agrees that each such Electronic Image shall be considered as an authoritative copy of the Paper Record and shall be legally binding on the parties and admissible in any legal, administrative or other proceeding as conclusive evidence of the contents of such document in the same manner as the original Paper Record.

9.9 Entire Agreement.

This Agreement (together with the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent), constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no conditions, warranties, representations or other agreements between the parties in connection with the subject matter of this Agreement (whether oral or written, express or implied, statutory or otherwise) except as specifically set out in this Agreement or in such other applicable agreements.

9.10 Severability.

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

9.11 Right of Set Off.

If an Event of Default shall have occurred and be continuing, each Secured Party is hereby authorized at any time and from time to time, to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Secured Party to or for the credit or the account of any Credit Party against any of and all of the obligations of the Credit Parties now or hereafter existing under the Loan Documents held by such Secured Party, irrespective of whether or not such Secured Party shall have made any demand under any Loan Document and although such obligations may be unmatured and

regardless of the currency of the deposit; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Bank, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The applicable Lender shall promptly notify the Borrower and the Administrative Agent of such set-off or application, provided that any failure to give or any delay in giving such notice shall not affect the validity of any such set-off or application under this Section 9.11. The rights of each Secured Party under this Section 9.11 are in addition to other rights and remedies (including other rights of set off) which such Secured Party may have.

9.12 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable in that Province and shall be treated, in all respects, as an Ontario contract.

9.13 Attornment.

Each party hereto agrees (a) that any action or proceeding relating to this Agreement may (but need not) be brought in any court of competent jurisdiction in the Province of Ontario, and for that purpose now irrevocably and unconditionally attorns and submits to the jurisdiction of such Ontario court, (b) that it irrevocably waives any right to, and shall not, oppose any such Ontario action or proceeding on any jurisdictional basis, including forum non conveniens, and (c) not to oppose the enforcement against it in any other jurisdiction of any judgment or order duly obtained from an Ontario court as contemplated by this Section 9.13.

9.14 Service of Process.

Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 9.1. Nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by Law.

9.15 WAIVER OF JURY TRIAL.

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, 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 PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.15.

9.16 Confidentiality; Press Releases and Public Announcements.

Each of the Administrative Agent, the Issuing Bank and each Lender shall maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to each of their Affiliates, Lender Affiliates (in the case of a Lender) directors, officers, employees, agents and advisors, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any rating agency, credit bureau, regulatory authority or other Governmental Authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies under any Loan Document or any suit, action or proceeding relating to any Loan Document or the enforcement of rights thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 9.16, to (i) any actual or prospective assignee of or Participant in any of its rights or obligations under this Agreement, or (ii) any actual or prospective counterparty (or its advisors) to any Hedge Arrangement relating to the Borrower and its obligations, (g) to their auditors in connection with any audit, (h) with the consent of the Borrower, or (i) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 9.16, or (ii) becomes available to the Administrative Agent, the Issuing Bank, or any Lender on a non-confidential basis from a source other than the Borrower. For the purposes of this Section 9.16, "Information" means all information received from any Credit Party relating to any Credit Party, any of their subsidiaries or Affiliates, or their respective business, other than any such information that is available to the Administrative Agent, the Issuing Bank, the Sole Lead Arranger, or any Lender on a non-confidential basis prior to disclosure by such Credit Party. Any Person required to maintain the confidentiality of Information as provided in this Section 9.16 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. The Borrower agrees that it will not issue any press release or make any other kind of public announcement or filing, or consent to the issuance of any press release or the making of any other kind of public announcement or filing, regarding this Agreement and the terms contained herein unless the text of any such release or announcement, and the time and manner in which such release, announcement or filing is made, has been approved by the Administrative Agent, except to the extent required by applicable Law (in which case the Borrower shall make all commercially reasonable efforts to provide advance notice of such release or announcement to the Administrative Agent and consult with the Administrative Agent as to the content thereof). The Borrower acknowledges that the public disclosure of the pricing in the Applicable Margin definition would violate this confidentiality provision, and the Lenders confirm that would result in serious prejudice to the Borrower by virtue of a negative impact to its relationship with the Lenders. The Borrower authorizes the Administrative Agent, following the initial advance hereunder and at the Lender's expense, to announce and use for marketing purposes the establishment of the Revolving Credit Commitments, provided that the Borrower shall be provided an opportunity to review and approve the announcement before it is made. Blake, Cassels & Graydon LLP may inform league table services, such as Thomson Reuters and Bloomberg, and make mention in its promotional publications and the media generally of its representation of the Secured Parties with respect to the Transactions.

9.17 No Strict Construction.

The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favouring or disfavouring any Party by virtue of the authorship of any provisions of this Agreement.

9.18 Release of Security.

(a) Asset Disposals. Upon request from time to time by the Borrower, the Administrative Agent shall, at the expense of the Borrower, execute and deliver such releases and discharges of Security and authorizations to register discharges of registrations thereof as the Borrower may reasonably request

in order to discharge the Security over specific items of Collateral disposed of by a Credit Party as permitted by the provisions of the Loan Documents and registrations thereof; provided that the Administrative Agent shall not be obliged to execute and deliver any such release and discharge or authorization pursuant to this Section 9.18(a) at any time an Event of Default has occurred and is continuing.

(b) Full Discharge. On or subsequent to the Termination Date, the Administrative Agent shall, at the request and expense of the Borrower, execute and deliver such releases and discharges of the Security and authorizations to discharge registrations thereof as the Borrower shall reasonably request.

(c) Supplemental Release Documentation. In connection with any release required pursuant to Section 9.18(a) or (b), the Administrative Agent shall also execute and deliver (at the expense of the Borrower) to the Borrower all such other documents and instruments as the Borrower shall reasonably request and which are required as a matter of law to release or reconvey (without representation or warranty by, or recourse of any nature or kind against, the Administrative Agent) to a Credit Party any and all Collateral that is being released from the Security.

9.19 Paramountcy.

In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of any other Loan Document then, notwithstanding anything contained in such other Loan Document, the provisions contained in this Agreement shall prevail to the extent of such conflict or inconsistency and the provisions of such other Loan Document shall be deemed to be amended to the extent necessary to eliminate such conflict or inconsistency, it being understood that the purpose of the other Loan Documents is (a) to add to, and not detract from, the panoply of rights granted to the Administrative Agent (for its own benefit and the benefit of the other Secured Parties) with respect to matters that are not addressed in this Agreement (b) not to provide different restrictions or create different obligations with respect to the same subject matter or mischief addressed. If any act or omission of any or all Credit Parties is expressly permitted under this Agreement but is expressly prohibited under any other Loan Document, such act or omission shall be permitted. If any act or omission is expressly prohibited under any other Loan Document and such other Loan Document does not address matters that are addressed in this Agreement and this Agreement does not expressly permit such act or omission, or if any act relative to any matter that is not addressed in this Agreement is expressly required to be performed under any other Loan Document but this Agreement does not expressly relieve any or all Credit Parties from such performance, such circumstance shall not constitute a conflict or inconsistency between the applicable provisions of such other Loan Document and the provisions of the Credit Agreement.

9.20 Excluded Swap Obligations.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, any Excluded Swap Obligations of a Guarantor shall be excluded from:

• (a) the definition of "Secured Liabilities" in any Loan Document as it pertains to such Guarantor, and no Lien granted by a such Guarantor under any Loan Document shall secure any Excluded Swap Obligations; and
• (b) the definition of "Debtor Liabilities" in the Credit Party Guarantee as it pertains to such Guarantor, and no Excluded Swap Obligations shall be guaranteed or indemnified by such Guarantor under any Loan Document.

9.21 No Advisory or Fiduciary Responsibility.

(1) The Borrower acknowledges and agrees, and acknowledges its Subsidiaries' understanding, that no Lender will have any obligations hereunder except those obligations expressly set forth herein and in the other Loan Documents and each Lender is acting solely in the capacity of an arm's length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person*.* The Borrower agrees that it will not assert any claim against any Lender based on an alleged breach of fiduciary duty by such Lender in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Lender is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Lenders shall have no responsibility or liability to the Borrower with respect thereto.

(2) The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries' understanding, that any Lender may be a full-service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services*.* In the ordinary course of business, any Lender may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower, its Subsidiaries and other companies with which the Borrower or any of its Subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Lender or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

(3) In addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries' understanding, that each Lender and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower or any of its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise*.* No Lender will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Lender of services for other companies, and no Lender will furnish any such information to other companies. The Borrower also acknowledges that no Lender has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower or any of its Subsidiaries, confidential information obtained from other companies.

9.22 Acknowledgement Regarding Any Supported QFCs.

To the extent that the Loan Documents provide support, through a Guarantee or otherwise, for any Hedge Arrangement or any other agreement or instrument that is a QFC (such support, "QFC Credit Support", and each such QFC, a "Supported QFC"), the Parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the "U.S. Special Resolution Regimes") in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of, inter alia, the Province of Ontario. In the event a Covered Entity that is party to a Supported QFC (each, a "Covered Party") becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights would be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the Parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

9.23 LIMITATION OF LIABILITY.

NO CLAIM MAY BE MADE BY ANY CREDIT PARTY, ANY SECURED PARTY OR ANY OTHER PERSON 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 RESULT OF, ANY LOAN DOCUMENT, THE TRANSACTIONS, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH, AND EACH CREDIT PARTY AND SECURED PARTY HEREBY WAIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL SUCH CLAIMS, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOUR

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

[signatures on the next following pages]

META HOLDINGS LTD., as Borrower

Title: President

• S2 - NATIONAL BANK OF CANADA, as Administrative

Name: Title: [Redacted] Vice President

NATIONAL BANK OF CANADA, as Lender

EXHIBIT A

FORM OF

ADDITIONAL COMMITMENT AGREEMENT

National Bank of Canada Corporate Customer Service – Syndication and Agency Group 500 Place d'Armes, 26th Floor Montreal, Quebec H2Y 2W3 E-mail: [Redacted]

Attention: Syndication Group

Ladies and Gentlemen:

Reference is made to the credit agreement dated as of May 20, 2022 (as amended, restated, supplemented or replaced from time to time, the "Credit Agreement", the terms defined therein being used herein as therein defined) among, inter alios, Meta Holdings Ltd., as borrower (the "Borrower"), the financial institutions from time to time party thereto, as lenders (the "Lenders"), and National Bank of Canada, as administrative agent (the "Administrative Agent").

1. Each of the undersigned financial institutions (each, an "Additional Lender") hereby severally agrees to provide the Additional Commitment set forth opposite its name on Annex I (for each such Additional Lender, its "Additional Commitment"). Each Additional Commitment provided pursuant to this letter agreement (this "Agreement") shall be subject to all of the terms and conditions set forth in the Credit Agreement, including, without limitation, Section 2.1(2) thereof. Each Additional Lender agrees that, from and after the Effective Date (as defined below), such Additional Lender shall be obligated to make Loans under the Revolving Credit upon the terms, and subject to the conditions, set forth in the Credit Agreement and in this Agreement.

2. Each party to this Agreement acknowledges and agrees that (i) the Additional Commitments provided pursuant to this Agreement shall constitute (and serve to increase) the Revolving Credit Commitments such that further Revolving Loans become available thereunder upon identical terms and conditions, (ii) with respect to the Additional Commitment provided by any Additional Lender pursuant to this Agreement, such Additional Lender shall receive from the Borrower such up-front, arrangement and/or other fees, if any, as may be separately agreed to in writing by the Borrower, the Administrative Agent and such Additional Lender, all of which fees shall be due and payable to such Additional Lender on the terms and conditions set forth in each such separate agreement, and (iii) from and after the Effective Date, each Additional Lender shall be a Lender under and as defined in the Credit Agreement for the purposes of the Credit Agreement and for all of the Loan Documents and shall be bound by the terms, conditions and covenants and shall be entitled to the benefits thereof as if it were an original Lender and signatory with a Revolving Credit Commitment equal to such Additional Lender's Additional Commitment (plus, if such Additional Lender is already a Lender, such Lender's Revolving Credit Commitment immediately prior to giving effect to the increase thereof pursuant to this Agreement).

3. Each Additional Lender, to the extent not already a party to the Credit Agreement as a Lender thereunder, acknowledges and agrees that (i) it is not a Defaulting Lender, (ii) it has received a copy of the Credit Agreement and the other Loan Documents, (iii) it has, independently and without reliance upon the Administrative Agent or any other Lender and on the basis of such documents and

information as it deems appropriate, made its own credit analysis and decision regarding this Agreement and the Credit Agreement, and (iv) except for documents referred to in the preceding clause (ii) (which it has already received) the Administrative Agent shall not have any duty to provide such Additional Lender with any credit or other information concerning the affairs, financial condition or business of the Borrower or any third party, except as specified in the Credit Agreement.

1. The Borrower acknowledges and agrees that (i) it shall be liable for all indebtedness, obligations and other liabilities ("Obligations") with respect to the Additional Commitments provided hereby, including, without limitation, all Loans made pursuant thereto, and (ii) all such Obligations shall be entitled to the benefits of the Security Documents.

2. The Borrower represents and warrants to the Administrative Agent and the Lenders that[, except as disclosed to the Administrative Agent:]

• (i) no Default or Event of Default has occurred and is continuing and all of the representations and warranties contained in the Credit Agreement and in the other Loan Documents are true and correct in all material respects on and as of the Effective Date as though made on and as of the Effective Date (except where made only as of an earlier date or as disclosed to and accepted by the Lenders prior to the Effective Date); and
• (ii) the Borrower is in pro forma compliance with the financial covenants contained in Section 5.1(12) of the Credit Agreement (assuming the full incurrence of the new Indebtedness in question) as of the Effective Date based on the most recent financial statements of the Borrower provided to the Administrative Agent pursuant to the Credit Agreement.

1. This Agreement shall be effective on the date (the "Effective Date") on which each of the following conditions has been satisfied:

• (i) payment of all fees required to be paid in connection herewith (including, without limitation, any agreed upon up-front, arrangement and/or other fees, if any, owing to the Additional Lenders and the Administrative Agent (or any affiliate thereof)) or due and owing to the Administrative Agent or the Lenders pursuant to the Credit Agreement;
• (ii) the Administrative Agent shall have received (A) an executed counterpart of this Agreement duly executed by the Borrower prior to the close of business on the Return Date (as defined below), (B) acknowledgements executed by each Guarantor, acknowledging that the Additional Commitments contemplated hereby and all Loans to be incurred pursuant thereto shall be entitled to the benefits of the Security Documents on the same basis as the other Borrowings made pursuant to the Credit Agreement, (C) an opinion or opinions dated as of the Effective Date, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower and the Guarantors, covering such matters set forth in the opinions of counsel delivered to the Administrative Agent on the Closing Date pursuant to Section 4.1(4) of the Credit Agreement, and such other matters incident to the transactions contemplated hereby as the Administrative Agent may reasonably request, and (D) such other officers' certificates, board of director resolutions and evidence of good standing as the Administrative Agent shall reasonably request.

1. This Agreement shall be governed by and interpreted and enforced in accordance with the Laws of the Province of Ontario and the Laws of Canada applicable therein.

2. This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

3. This Agreement may be executed in any number of counterparts and delivered by facsimile or pdf formatted attachment to an email and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

4. The Borrower may accept this Agreement by signing in the space provided below and returning an executed counterpart hereof to the Administrative Agent before the close of business on [Date] (the "Return Date"). If the Borrower does not so accept this Agreement by such time, the Additional Commitments set forth in this Agreement shall be deemed cancelled.

5. After the execution and delivery to the Administrative Agent of a copy of this Agreement (including by way of counterparts and by facsimile or pdf email transmission) fully executed by the parties hereto, this Agreement may only be changed, modified or varied in accordance with the requirements for the modification of Loan Documents pursuant to Section 9.2(2) of the Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall control.

[Remainder of this page left intentionally blank.]

Yours truly,

[NAME OF EACH ADDITIONAL LENDER]

By:

Name: Title:

EXHIBIT B

FORM OF BORROWING REQUEST1

• TO: National Bank of Canada, as administrative agent
• RE: Credit Agreement dated as of May 20, 2022 made between, among others, the undersigned (the "Borrower"), you, as Administrative Agent, and the lenders from time to time party thereto (as amended, supplemented, restated or replaced from time to time, the "Credit Agreement")

We refer to the Credit constituted by the Credit Agreement and we hereby give you notice that on [DATE] we wish to obtain a Borrowing in the aggregate amount of [Canadian / U.S.]$[AMOUNT]. All capitalized terms used and not otherwise defined herein have the meanings given to them in the Credit Agreement.

The Borrowing requested hereby is to take the form of:

• ☐ a B/A Borrowing
• ☐ a Canadian Prime Borrowing
• ☐ a Base Rate Borrowing
• ☐ a SOFR Borrowing

Such Borrowing is a [rollover/conversion] of outstanding [Bankers' Acceptances (including any B/A Equivalent Loans) having Contract Periods ending [DATE]/SOFR Loans having an Interest Period ending [DATE]/Canadian Prime Loans/Base Rate Loans] in an aggregate principal amount of [Canadian / U.S.]$[AMOUNT].

[The Contract Period in respect of the B/A Borrowing requested hereby is [NUMBER] months2 .]

[The Interest Period in respect of the SOFR Borrowing requested hereby is [NUMBER] months3 .]

We hereby certify, after due and careful investigation, that**4** :

(a) each of the representations and warranties made by the Borrower in the Credit Agreement are true and correct on and as of the date hereof except to the extent that (i) any change to the representations and warranties has been disclosed to the

1 A separate Borrowing Request must be submitted for each Type of Borrowing.

2 This sentence is only required in the context of a Borrowing Request for a B/A Borrowing.

3 This sentence is only required in the context of a Borrowing Request for a SOFR Borrowing.

4 This certification need not be made with respect to a conversion of an existing Loan to a Canadian Prime Loan or a Base Rate Loans.

Administrative Agent and accepted by the Required Lenders, or (ii) any representation and warranty is stated to be made as of a particular time;

• (b) the proceeds of the Borrowing will not be used to accumulate and/or maintain cash or Cash Equivalents in deposit or investment accounts outside of the ordinary course of business of a Group Party; and
• (c) on and as of the date hereof, no Default has occurred and is continuing.

DATED: [MONTH] [DAY], [YEAR]

META HOLDINGS LTD.

By:

Name: Title:

By:

Name: Title:

EXHIBIT C

COMPLIANCE CERTIFICATE

TO: National Bank of Canada, as administrative agent under the Credit Agreement (the "Administrative Agent")

AND TO: The Lenders

Reference is made to the credit agreement dated as of May 20, 2022 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Meta Holdings Ltd., as Borrower, National Bank of Canada, as Administrative Agent, and the Lenders now or hereafter parties thereto. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

The undersigned, the [Chief Financial Officer] of the Borrower, in that capacity and not personally, hereby certifies that, as of the date hereof, (a) a review of the consolidated financial statements of the Borrower and the Subsidiaries for the Fiscal Quarter ended [LAST DAY OF FISCAL QUARTER], and of the activities of the Borrower and the Subsidiaries during such Fiscal Quarter has been made under the supervision of the undersigned with a view to determining whether the Borrower and the Subsidiaries have fulfilled all of their obligations under the Credit Agreement and the other Loan Documents, (b) the Borrower and the Subsidiaries have fulfilled their obligations under the Credit Agreement and the other Loan Documents**5** , and (c) as at the end of the Fiscal Quarter ended [LAST DAY OF FISCAL QUARTER], the Borrower was in compliance with each of the financial tests set forth in Article 5 of the Credit Agreement**6** . The Borrower's compliance with each of such financial covenants as at the end of such Fiscal Quarter is demonstrated by the figures set out on the financial covenant compliance worksheet attached hereto as Schedule A.

DATED: [MONTH] [DAY], [YEAR]

Name: Title: [Chief Financial Officer], Meta Holdings Ltd.

5 Or, if there is an outstanding Default or Event of Default, specify the nature and status thereof and the Borrower's proposed response to same.

6 Or, if there is non-compliance, specify same.

SCHEDULE A TO COMPLIANCE CERTIFICATE FINANCIAL COVENANT COMPLIANCE WORKSHEET

RE: Rolling Period ended [MONTH] [DAY], [YEAR].

A. INTEREST COVERAGE RATIO

Requirement: Maintain Interest Coverage Ratio (EBITDA of the Borrower on a consolidated basis/Interest Expense on a consolidated basis) of not less than 3.0:1.0 for each Rolling Period ending after the Closing Date (Section 5.1(12)(a)).

1. EBITDA7

(a)	Net Income for the Rolling Period	[•]
	minus, to the extent included in Net Income (but without duplication):
(b)	non-cash income and gains	[•]
(c)	extraordinary or non-recurring income and gains	[•]
	plus, to the extent deducted from Net Income (but without duplication):
(d)	Interest Expense	[•]
(e)	Income Tax Expense	[•]
(f)	Depreciation Expense	[•]
(g)	any non-cash expenses and losses and any extraordinary or nonrecurring charges, expenses or losses	[•]
(h)	subject to the prior written consent of the Required Lenders, anyextraordinary or non-recurring charges, expenses or losses	[•]
(i)	reasonably identifiable and factually supported net cost savingsexpected to result from synergies following a PermittedAcquisition within twelve months thereof of up to an amountequal to 15% of EBITDA immediately following completion ofsuch Acquisition (determined prior to calculated before the effectof such addback)	[•]
(j)	a special management fee in favour of the Sponsor of up toCdn.$3,000,000incurred in 2022 with respect to tax structuring	[•]

7 In each case, subject to the provisos contained in the definition of EBITDA.

(k)	at any time prior to a Qualified IPO, a general management feein favour of the Sponsor of up to Cdn.$2,000,000 per year	[•]
(l)	non-recurring cash expenses relating to (i) the Transactions or(ii) any Qualified IPO of not more than the greater of (A)Cdn.$2,000,000 and (B) 8% of the proceeds to the Borrower
	and/or Resulting Issuer of the Qualified IPO,	[•]
	EBITDA: (a –b–c + d + e + f + g + h + i + j + k + l)	[•](A)

2. Interest Expense

Interest Coverage Ratio (EBITDA/Interest Expense): Ratio of(A)to(B)
	Interest Expense: (a + b + c + d + e + f + g + h + i)	[•](B)
(i)	plus, interest actually paid by the Borrower or any Subsidiary onany Indebtedness of any other Person	[•]
(h)	plus, facility fees and standby fees	[•]
(g)	plus, net costs associated with Hedging Contracts (includingamortization of fees)	[•]
(f)	plus, discounts and other fees and charges owed with respect tobankers'acceptance financing	[•]
(e)	plus, non-cash interest expense	[•]
(d)	plus, capitalized interest	[•]
(c)	plus, amortization of debt discount or financing fees	[•]
(b)	plus, interest expense attributable to Capital Lease Obligations8	[•]
(a)	total consolidated interest expense of the Borrower for theRolling Period	$[•]

B. LEVERAGE RATIO

8 For 2(b-i), to the extent not included in 2(a), and to the extent incurred by the Borrower or any of its Subsidiaries.

Requirement: Maintain a Leverage Ratio (Net Total Indebtedness to EBITDA of Borrower on a consolidated basis) of not greater than 4.0:1.0 for each Rolling Period ending after the Closing Date (Section 5.1(12)(b)).

1. Net Total Indebtedness

(a)	Total Indebtedness	[•]
(b)	minus, Unencumbered Cash Balance
Net Total Indebtedness: (a –b)		[•](A)
2.	EBITDA	[•](B)
Leverage Ratio (Net Total Indebtedness/EBITDA): Ratio of (A) to		[•]

C. MATERIAL SUBSIDIARIES

(B)

Requirement: Each Subsidiary which (i) is required to ensure (a) an Asset Coverage Percentage of not less than 85%; and (b) an EBITDA Coverage Percentage of not less than 85%; (ii) has a Subject EBITDA for any Rolling Period, determined on an unconsolidated basis and excluding all intra-Group Party items, in excess of 10% of EBITDA for such Rolling Period; (iii) has gross assets, determined on an unconsolidated basis and excluding all intra-Group Party items and Investments in any Group Party, in excess of 10% of Consolidated gross assets; (iv) holds Equity Securities in a Material Subsidiary; or (v) owns any right, title or interest in any Intellectual Property.

Credit Party9	Gross Assets10
[Borrower]	Cdn.$[•]
[Subsidiary]	Cdn.$[•]
[Subsidiary]	Cdn.$[•]
[Subsidiary]	Cdn.$[•]
[Subsidiary]	Cdn.$[•]
Total	Cdn.$[•](A)

(a)(i) ASSET COVERAGE PERCENTAGE

9 List each Subsidiary required.

10 Determined on an unconsolidated basis and excluding all intra-Group Party items and Investments in any Group Party.

1. Material Subsidiary as an Asset Coverage Percentage

	Asset Coverage Percentage: (A / B* 100%)	[•]%
(b)	Total Assets	•
(a)	Credit Party gross assets	•

(a)(ii) EBITDA COVERAGE PERCENTAGE

CREDIT PARTY11	Subject EBITDA12
[Borrower]	Cdn.$[•]
[Subsidiary]	Cdn.$[•]
[Subsidiary]	Cdn.$[•]
[Subsidiary]	Cdn.$[•]
[Subsidiary]	Cdn.$[•]
Total	Cdn.$•

	EBITDA Coverage Percentage: (A)/(B) x 100%:	[•]%
2.	EBITDA	Cdn.$[•](B)
1.	Credit Party Subject EBITDA	Cdn.$[•](A)

(b) MATERIAL SUBSIDIARY ACCOUNTING FOR 10% OR MORE OF CONSOLIDATED EBITDA

(EBITDA of [Subsidiary]13 / Consolidated EBITDA) * 100 [•]

11 List each Subsidiary required.

12 Determined on an unconsolidated basis and excluding all inter-Group Party items.

13 List each Subsidiary required.

(c) MATERIAL SUBSIDIARY ACCOUNTING FOR 10% OR MORE OF CONSOLIDATED GROSS ASSETS

(Assets of [Subsidiary]14 / Consolidated gross assets) * 100 [•]

14 List each Subsidiary required.

EXHIBIT D

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

This assignment and assumption agreement (the "Assignment and Assumption") is dated as of the Effective Date set out 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, supplemented, restated or replaced from time to time, the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set out 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 out herein in full.

For good and valuable 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 (a) 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 any Letters of Credit and Swingline Loans included in such facilities) and (b) 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 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 (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) 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:
2.	Assignee:
		15][and is an Affiliate/Approved Fund of [identify Lender]
3.	Borrower(s):
4.	Administrative Agent:	as the administrative agent under the Credit Agreement
5.	Credit Agreement:	The Credit Agreement dated as of May 20, 2022among, inter alios,Meta Holdings Ltd., as Borrower, the Lenders parties thereto,National Bank of Canada, as Administrative Agent.
6.	Assigned Interest:

15 Select as applicable.

Aggregate Amount ofRevolving CreditCommitment/Loans forall Lenders	Amount of RevolvingCreditCommitment/LoansAssigned	Percentage Assigned ofRevolving CreditCommitment/Loans16
$	$	%
$	$	%
$	$	%

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 out in this Assignment and Assumption are hereby agreed to:

[NAME OF ASSIGNOR]

By:

Name: Title:

[NAME OF ASSIGNEE]

By:

Name: Title:

[Consented to and]17 Accepted:

[NATIONAL BANK OF CANADA, as Administrative Agent

By:

Name: Title: [Consented to:]18

17 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

16 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment/Loans of all Lenders thereunder.

18 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement.

[NAME OF RELEVANT PARTY]

By:

Name: Title:

CREDIT AGREEMENT

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

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, (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 (iv) [it has closed out and settled or novated to the Assignee all Secured Hedge Arrangements with the Credit Parties such that it shall no longer be a Secured Party] 19, 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 Borrower, 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 Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document. Upon request, the Assignor shall, at the expense of the Administrative Agent (for reimbursement by the Borrower), as promptly as practical, execute and deliver to the Administrative Agent, all such other and further documents, agreements and instruments as the Administrative Agent may reasonably request in order to effect the transfer of the Assigned Interest, including any materials required to discharge the Assignee's interest in and to the Collateral.

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 satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, and (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1(1) 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 (b) agrees that (i) it shall, 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 shall 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.

3. 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 the Effective Date or accrued subsequent to the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Administrative Agent for the periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.

19 This clause should be included unless the Assignor is effecting only a partial assignment, such that is remains a Lender.

1. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy 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 laws of the Province of Ontario and the federal laws of Canada applicable therein.

SCHEDULE 1.1(A)

INITIAL SECURITY DOCUMENTS

• 1. The Credit Party Guarantee from the Borrower and Metalab Design.
• 1. The Limited Recourse Guarantee from the initial Limited Recourse Guarantors.
• 1. The GSA from the Borrower and Metalab Design.
• 1. The Pledge Agreement from the initial Limited Recourse Guarantors.
• 1. All stock certificates, instruments and other documents required to be delivered to the Administrative Agent in connection with the Liens granted under items 3 and 4.

SCHEDULE 2.1

LENDERS AND COMMITMENTS

Revolving Credit Commitments

National Bank of Canada Cdn.$60,000,000

Lender Revolving Credit Commitment

SCHEDULE 3.1(5)

LITIGATION

None.

SCHEDULE 3.1(10)

REAL PROPERTY

FREEHOLD (OWNED)
Group Party	PIN #, Legal Description and Municipal Address	Beneficial Owner
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]

MATERIAL LEASEHOLD INTEREST
GroupParty	Notice of LeaseRegistrationParticulars	PIN #, Legal Description and Municipal Address	Landlord
[Redacted]	[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]

MATERIAL EASEMENTINTEREST
GroupParty	EasementRegistrationParticulars	PIN #, Legal Description and Municipal Addressof theBenefitting Lands	PIN #, Legal Description andMunicipal Addressof the BurdenedLands
[Redacted]	[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]

SCHEDULE 3.1(12)

PENSION PLANS

None.

SCHEDULE 3.1(14)

CASUALTY EVENTS

None.

SCHEDULE 3.1(15)

SUBSIDIARIES

Name of Group Party(Jurisdiction of	Equity SecuritiesIssued and	Registered andBeneficial Owners of	Amount and Type of EquitySecurities
Organization)	Outstanding	Equity Securities
[Redacted]	[Redacted]	[Redacted]	[Redacted]
		[Redacted]	[Redacted]
		[Redacted]	[Redacted]
		[Redacted]	[Redacted]
		[Redacted]	[Redacted]

Name of Group Party(Jurisdiction ofOrganization)	Equity SecuritiesIssued andOutstanding	Registered andBeneficial Owners ofEquity Securities	Amount and Type of EquitySecurities
[Redacted]	[Redacted]	[Redacted]	[Redacted]

Subsidiaries of MetaHoldings Ltd.(Jurisdiction ofOrganization)	Equity SecuritiesIssued andOutstanding	Registered andBeneficial Ownersof Equity Securities	Amount and Type ofEquity Securities
[Redacted]	[Redacted]	[Redacted]	[Redacted]
		[Redacted]	[Redacted]
		[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]
		[Redacted]	[Redacted]
		[Redacted]	[Redacted]
		[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]
		[Redacted]	[Redacted]
		[Redacted][Redacted]	[Redacted][Redacted]
		[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]
		[Redacted]	[Redacted]
		[Redacted]	[Redacted]

[Redacted][Redacted]		[Redacted]	[Redacted]
		[Redacted]	[Redacted]
		[Redacted]	[Redacted]

Subsidiaries ofMetalab Design Ltd.(Jurisdiction ofOrganization)	Equity SecuritiesIssued andOutstanding	Registered andBeneficial Owners ofEquity Securities	Amount and Type of EquitySecurities
[Redacted]	[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]

Corporate organizational chart is attached hereto.

*Transfer agreement to transfer shares from Tiny Capital Ltd. to Meta Holdings Ltd. has been executed, but the transfer is still pending.

Metalab Design Ltd. Option Agreements:

[Redacted]

Metalab Design Ltd. Option Agreements:

[Redacted]

SCHEDULE 3.1(19)

ENVIRONMENTAL MATTERS

None.

SCHEDULE 3.1(20)

EMPLOYEE MATTERS

Company	EmployeeName	Type	AnnualSalary	Terms
[Redacted]	[Redacted]	[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]	[Redacted]

SCHEDULE 3.1(24)

BANK ACCOUNTS

DEPOSIT ACCOUNTS
GroupParty	AccountNumber	Currency	Bank	Address of Branch
[Redacted]	[Redacted]	[Redacted]	[Redacted]	[Redacted]
	[Redacted]	[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]	[Redacted]
	[Redacted]	[Redacted]	[Redacted]	[Redacted]
	[Redacted]	[Redacted]	[Redacted]	[Redacted]
	[Redacted]	[Redacted]	[Redacted]	[Redacted]
	[Redacted]	[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]	[Redacted]
	[Redacted]	[Redacted]	[Redacted]	[Redacted]

[Redacted]	[Redacted]	[Redacted]	[Redacted]	[Redacted]
	[Redacted]	[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]	[Redacted]
	[Redacted]	[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]	[Redacted]
	[Redacted]	[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]	[Redacted]
	[Redacted]	[Redacted]	[Redacted]	[Redacted]
	[Redacted]	[Redacted]	[Redacted]	[Redacted]
	[Redacted]	[Redacted]	[Redacted]	[Redacted]

SECURITIES ACCOUNTS
GroupParty	AccountNumber	AccountName	Securities Intermediary	SecuritiesIntermediary'sJurisdiction
[Redacted]	[Redacted]	[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]	[Redacted]
	[Redacted]	[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]	[Redacted]

FUTURES ACCOUNTS
GroupParty	AccountNumber	AccountName	Securities Intermediary	SecuritiesIntermediary'sJurisdiction
[Redacted]	N/A	N/A	N/A	N/A
[Redacted]	[Redacted]	N/A	[Redacted]	[Redacted]
	N/A	[Redacted]	[Redacted]	[Redacted]
[Redacted]	N/A	N/A	N/A	N/A
[Redacted]	N/A	N/A	N/A	N/A
[Redacted]	N/A	N/A	N/A	N/A
[Redacted]	N/A	N/A	N/A	N/A
[Redacted]	N/A	N/A	N/A	N/A

SCHEDULE 5.1(8)

POST-CLOSING REQUIREMENTS

	POST-CLOSING REQUIREMENT	DATE BY WHICH TO BEMET
1.	The Borrower shallbecome the registered owner of alloutstandingEquity Securities issued by Z1DigitalProduct Studio SL	On or prior to December 31,2022
2.	The Borrower shall cause Wilkinson Ventures Ltd. toenter into an estoppel letter, based on the existingestoppel letter, with the Royal Bank of Canada inrespect of the Personal Property Security Act(Ontario)registrations in favourof the Royal Bank of Canadaagainst Wilkinson Ventures Ltd.	On or before 10 Business Daysfrom the Closing Date

SCHEDULE 5.1(11)

SECURITY PRINCIPLES

The Security Principles embody recognition by the Secured Parties and the Credit Parties that there may be certain legal and practical difficulties in obtaining effective guarantees and Liens in jurisdictions in which a Person is organized, conducts business or has assets (the "Security Jurisdictions"). In particular:

General

(1) To the extent possible, all Liens shall be granted in favour of the Administrative Agent and not the Secured Parties individually.

(2) To the extent possible, there should be no action required to be taken in relation to the guarantees or Security Documents when any Lender transfers any of its Loans or Revolving Credit Commitments to a new Lender.

(3) No Guarantee or Security Document will be required from Subsidiaries who are not Material Subsidiaries.

Equity Securities

(4) Subject to advice from relevant local counsel for the Administrative Agent, if a Credit Party charges Equity Securities, the relevant Security Document shall be governed by the law of the jurisdiction of incorporation or organization of the issuer of such Equity Securities (the "Issuer") and not by the law of the jurisdiction of incorporation or organization of the charging Credit Party. However, where an Issuer is not a Credit Party and is not incorporated or organized in a jurisdiction, the law of which governs other Security Documents, then the Security Document charging its Equity Securities shall be governed by the law of the jurisdiction of incorporation or organization of the charging Credit Party and no delivery of such Equity Securities or any stock transfer with respect thereto shall be required.

(5) Security over Equity Securities shall, where legally possible, automatically charge further Equity Securities issued.

Real Estate

(6) Subject to advice from relevant local counsel for the Administrative Agent, if a Credit Party charges real property, then the relevant Security Document shall be governed by the law of the jurisdiction in which such real property is located

(7) No Lien shall be required over any leasehold interest in real property that is not a Material Leasehold Interest.

Intellectual Property

(8) No (i.e. non-Canadian) law security or filing with a foreign intellectual property registry shall be required with respect to foreign intellectual property owned by a Credit Party organized under the laws of Canada or any province thereof.

The above limitations are subject always to exceptions which are standard in the Security Jurisdictions.

SCHEDULE 6.1(11)

RESTRICTIVE AGREEMENTS

None.

SCHEDULE 9.1

LENDER AND ISSUING BANK CONTACT INFORMATION

Name of Lender or IssuingBank	Address	E-mail Address
National Bank of Canada	Corporate Customer Service–Syndication and AgencyGroup500 Place d'Armes, 26thFloorMontreal, Quebec H2Y 2W3	[Redacted]

Attention: Syndication Group