amended_andxrestatedxcre






CERTAIN  IDENTIFIED  INFORMATION  HAS  BEEN  EXCLUDED  FROM  THIS  EXHIBIT  BECAUSE  IT  IS  BOTH  (i)  NOT  MATERIAL  AND  (ii)  WOULD  BE LIKELY  TO  CAUSE  COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. SUCH EXCLUDED  INFORMATION IS DENOTED BY AS FOLLOWS:  “[REDACTED]”                     AMENDED AND RESTATED CREDIT AGREEMENT                                       among                               ALITHYA GROUP INC.                                     as Borrower                 EACH OF THE GUARANTORS IDENTIFIED HEREIN                                    as Guarantors      THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO                                     as Lenders                           THE BANK OF NOVA SCOTIA        as Underwriter, Documentation Agent, Syndication Agent and Administrative Agent                                                                                                                                                                June 18, 2020                                                           





 






                                     - i -                               TABLE OF CONTENTS                                                                           PAGE   ARTICLE 1 INTERPRETATION ...............................................................................................2    1.1   Definitions....................................................................................................................... 2    1.2   Computation of Time Periods ....................................................................................... 30    1.3   Headings and Table of Contents ................................................................................... 30    1.4   References ..................................................................................................................... 30    1.5   Singular and Plural; Gender .......................................................................................... 31    1.6   Generally Accepted Accounting Principles .................................................................. 31    1.7   Rateable Portion of Accommodations .......................................................................... 31    1.8   Incorporation of Exhibits and Schedules ...................................................................... 32    1.9   Divisions ....................................................................................................................... 32   ARTICLE 2 REPRESENTATIONS AND WARRANTIES ....................................................32    2.1   Representations and Warranties .................................................................................... 32    2.2   Survival of Representations and Warranties ................................................................. 40   ARTICLE 3 THE CREDIT FACILITY ....................................................................................40    3.1   Obligations of the Lenders and Use of Proceeds .......................................................... 40    3.2   Advances under the Credit Facility............................................................................... 41    3.3   Notice Provisions .......................................................................................................... 42    3.4   Pro Rata Treatment ....................................................................................................... 42    3.5   Accounts kept by the Agent .......................................................................................... 43    3.6   Accounts kept by each Lender ...................................................................................... 43    3.7   Conversion Option ........................................................................................................ 43    3.8   Letters of Credit ............................................................................................................ 43    3.9   Swingline Loans............................................................................................................ 44   ARTICLE 4 ACCORDION ........................................................................................................45    4.1   Accordion ...................................................................................................................... 45   ARTICLE 5 EXTENSION OF MATURITY DATE ................................................................46    5.1   Extension of Maturity Date ........................................................................................... 46   ARTICLE 6 REPAYMENT .......................................................................................................47    6.1   Mandatory Repayment of the Loans ............................................................................. 47    6.2   Optional Repayments .................................................................................................... 48    6.3   Requirements for Optional Repayments and Conversions ........................................... 48    6.4   Authority to Debit ......................................................................................................... 49    6.5   LIBOR Loans – Renewals and Deemed Conversions .................................................. 50    6.6   Sharing of Payments ..................................................................................................... 50   ARTICLE 7 INTEREST AND FEES ........................................................................................50    7.1   Interest........................................................................................................................... 50    7.2   Payment of Interest on Prime Rate Loans (excluding the Swingline Loan) ................. 50   





 






     7.3   Payment of Interest on LIBOR Loans .......................................................................... 51    7.4   Payment of Interest on US Base Rate Loans (excluding the Swingline Loan) ............ 51    7.5   Payment of Interest on the Swingline Loan .................................................................. 51    7.6   Selection of Interest Periods ......................................................................................... 51    7.7   Default Interest.............................................................................................................. 51    7.8   Determination of Interest Rates .................................................................................... 52    7.9   Acceptance Fee ............................................................................................................. 53    7.10  Standby Fees ................................................................................................................. 53    7.11  Agency Fee ................................................................................................................... 53    7.12  Other Fees ..................................................................................................................... 53   ARTICLE 8 BANKERS’ ACCEPTANCES ..............................................................................54    8.1   Bankers’ Acceptances ................................................................................................... 54    8.2   Payments at Maturity and Renewals ............................................................................. 54    8.3   BA Equivalent Advances .............................................................................................. 55    8.4   Purchase of Bankers’ Acceptances ............................................................................... 56    8.5   Power of Attorney ......................................................................................................... 56   ARTICLE 9 LETTERS OF CREDIT ........................................................................................56    9.1   Letter of Credit Commitment........................................................................................ 56    9.2   Letter of Credit Participations ....................................................................................... 57    9.3   Repayment of Participants ............................................................................................ 57    9.4   Role of the Issuing Bank ............................................................................................... 57    9.5   Obligations of Each Lender Absolute ........................................................................... 58    9.6   Reinstatement and Survival .......................................................................................... 58    9.7   Procedure for Issuance and Renewal of Letters of Credit ............................................ 59    9.8   Reimbursement of the Issuing Bank ............................................................................. 60    9.9   Commissions, Fees and Charges................................................................................... 61    9.10  Interest on Amounts Disbursed under Letters of Credit ............................................... 61    9.11  Further Assurances........................................................................................................ 62    9.12  Nature of Obligations; Indemnities ............................................................................... 62    9.13  Payments upon any Event of Default............................................................................ 63   ARTICLE 10 PAYMENTS, TAXES, EXPENSES AND INDEMNITY ................................64    10.1  Payments to Agent ........................................................................................................ 64    10.2  Payments to Swingline Lender ..................................................................................... 64    10.3  Payments by Lenders to Agent ..................................................................................... 64    10.4  Payments by Agent to Borrower ................................................................................... 64    10.5  Distribution to Lenders ................................................................................................. 65    10.6  Currency of Payment .................................................................................................... 65    10.7  Set-Off........................................................................................................................... 65    10.8  Taxes ............................................................................................................................. 65    10.9  Application of Payments Before an Event of Default .................................................. 65    10.10 Application of Payments and Proceeds of Realization of Assets After an Event of Default          ...................................................................................................................................... 65    10.11 Supplying Documents and Indemnity ........................................................................... 66    10.12 Non-Receipt by Agent .................................................................................................. 67                                       - ii - 





 






     10.13 Survival of Indemnification Obligations ...................................................................... 67   ARTICLE 11 CONDITIONS OF LENDING ...........................................................................67    11.1  Conditions Precedent to the Effectiveness of this Agreement ...................................... 67    11.2  Conditions Precedent to each Advance......................................................................... 69    11.3  Waiver ........................................................................................................................... 69   ARTICLE 12 COVENANTS ......................................................................................................70    12.1  Affirmative Covenants .................................................................................................. 70    12.2  Financial Covenants ...................................................................................................... 73    12.3  Negative Covenants ...................................................................................................... 74    12.4  Reporting and Information ............................................................................................ 78    12.5  Insurance ....................................................................................................................... 81   ARTICLE 13 SECURITY DOCUMENTS ................................................................................83    13.1  Security Documents ...................................................................................................... 83    13.2  Provisions in Respect of the Security Documents ........................................................ 84    13.3  Monetary Claims ........................................................................................................... 85   ARTICLE 14 DEFAULT AND REMEDIES ............................................................................86    14.1  Events of Default .......................................................................................................... 86    14.2  Effect of a Default ......................................................................................................... 89    14.3  Remedies Cumulative; No Waiver ............................................................................... 90    14.4  Set-Off........................................................................................................................... 90   ARTICLE 15 JUDGMENT CURRENCY.................................................................................91    15.1  Judgment Currency ....................................................................................................... 91   ARTICLE 16 MISCELLANEOUS ............................................................................................91    16.1  Appointment of Hypothecary Representative ............................................................... 91    16.2  Deliveries, etc. .............................................................................................................. 92    16.3  Assignment by the Obligors.......................................................................................... 92    16.4  Amendments to Article 7 of the Provisions .................................................................. 92    16.5  Decision-Making........................................................................................................... 92    16.6  Severability ................................................................................................................... 94    16.7  Direct Obligation .......................................................................................................... 94    16.8  Sharing of Information .................................................................................................. 94    16.9  Use of Credit ................................................................................................................. 94    16.10 Term of Agreement ....................................................................................................... 94    16.11 Further Assurances........................................................................................................ 94    16.12 Standard Provisions ...................................................................................................... 95    16.13 Whole Agreement ......................................................................................................... 95    16.14 Termination of Benchmark Rates ................................................................................. 95    16.15 No Novation .................................................................................................................. 95    16.16 Language ....................................................................................................................... 96                                          - iii - 





 






                                     - 1 -                 AMENDED AND RESTATED CREDIT AGREEMENT   THIS AGREEMENT is executed as of June 18, 2020.   AMONG:                  ALITHYA  GROUP  INC.,  a  corporation  incorporated  under  the                          laws of Québec                                                                  (the “Borrower”)   AND:                    EACH OF THE GUARANTORS IDENTIFIED HEREIN                           (individually, a “Guarantor” and collectively, the “Guarantors”)   AND:                    EACH OF THE FINANCIAL INSTITUTIONS FROM TIME                          TO TIME PARTIES HERETO                                 (individually, a “Lender” and collectively, the “Lenders”)   AND:                    THE BANK OF NOVA SCOTIA                                                        (the “Administrative Agent”)   PRELIMINARY STATEMENT:   WHEREAS    certain  parties  to  this  Agreement  are  parties  to  a  credit  agreement  dated  as  of  January 22, 2019 (as supplemented by the joinder agreement dated as of March 6, 2019 among  Alithya Solutions Canada Inc., Alithya Zero2Ten, Inc., the Borrower, the Agent and the Lenders,  by  the  joinder  agreement  dated  as  of  January  13,  2020  among Alithya Travercent  LLC,  the  Borrower, the Agent and the Lenders, and by the joinder agreement dated as of March 3, 2020  among Alithya Askida Consulting Services Inc. and Alithya Askida Solutions Inc., the Borrower,  the  Agent  and  the  Lenders, and  as  such  agreement  may  hereafter  be  further  amended,  supplemented, replaced, restated or otherwise modified from time to time, the “Original Credit  Agreement”);   AND WHEREAS the parties hereto have agreed to amend certain terms and conditions of the  Original Credit Agreement and are entering into this Agreement to amend and restate the Original  Credit Agreement, to provide for amended terms and conditions on which the Original Credit  Agreement will be continued;     





 






                                     - 2 -   NOW,  THEREFORE,    in  consideration  of  the  premises  and  the  covenants  and  agreements  contained herein, the parties hereto agree as follows:                                    ARTICLE 1                               INTERPRETATION   1.1   Definitions         In  this  Agreement  unless  something  in  the  subject  matter  or  the  context  otherwise  is  inconsistent therewith:         1.1.0    “Acceptance” – means the acceptance by a Lender of any Bankers’ Acceptance                 pursuant to Section 8.1 and a BA Equivalent Advance pursuant to Section 8.3,                 including by way of Conversion Advances pursuant to Section 3.7, or renewals                 pursuant to Section 8.2.         1.1.1    “Acceptance Fee” – means the fee payable at the time of the Acceptance of                 any Bankers’ Acceptance established by multiplying the face amount of such                 Bankers’ Acceptance by the Applicable Margin at the time of Acceptance and                 by multiplying the product so obtained by a fraction having a numerator equal                 to  the  number  of  days  in  the  term  of  such  Bankers’  Acceptance  and  a                 denominator of 365 (or 366 in a leap year).         1.1.2    “Adjusted EBITDA” – means, for any relevant period, an amount equal to the                 Borrower’s Net Income or net loss for the period, calculated on a consolidated                 basis  in  accordance  with  IFRS,  plus  amounts  deducted,  or  minus  amounts                 added, in calculating net income or net loss in respect of:                  (i)   total  interest  expense;  interest  or  dividend  income;  income  taxes                       (whether  or  not  deferred); depreciation  and  amortization;  unrealized                       foreign exchange gain or loss;                  (ii)  any gain or loss attributable to the sale, conversion or other disposition                       of property out of the ordinary course;                  (iii) gains resulting from the write-up of property and losses resulting from                       the write-down of property (except  allowances  for doubtful  accounts                       receivable);                   (iv)  non-cash expense attributable to compensating directors, officers and                       employees of the Borrower through the issuance of equity interests or                       options or rights to equity interests of the Borrower;                  (v)   amounts  that  are  attributable  to  persons  other  than  Guarantors  or  to                       minority interests in Guarantors;     





 






                               - 3 -            (vi)  upfront,  underwriting,  agency,  investment  banking,  legal  and                 accounting fees incurred by the Borrowers as they relate to Permitted                 Acquisitions, with all items subject to Lenders’ consent.            (vii) any other item arising from an event or transaction that (a) possesses a                 high degree of abnormality and is of a type clearly unrelated to, or only                 incidentally related to, ordinary course activities of the Borrower, (b) is                 not reasonably expected to recur in the foreseeable future, and (c) does                 not depend primarily on decisions or determinations by management or                 owners  of  the  Borrower  in  each  case  taking  into  account  the                 environment in which the Borrower operate, with all items subject to                 Lenders’ consent;            (viii) [Redacted]            The  Adjusted  EBITDA  calculation  for  covenant  purposes  will  reflect           acquisitions  or  dispositions  of  any  business  on  a  pro-forma  basis,  as  if  the           acquisitions or dispositions had been completed the first day of the applicable           covenant calculation period. Detailed calculations of Adjusted EBITDA are set           forth in Schedule 1.1.2.   1.1.3    “Advance” – means (a) a direct advance by the Lenders to the Borrower by           way of a Prime Rate Advance (including a Swingline Advance), a US Base Rate           Advance  (including a  Swingline  Advance), a LIBOR Advance  pursuant  to           Section 3.2, (b) the Acceptance of Bankers’ Acceptances pursuant to ARTICLE           8, and (c) the issuance (or deemed issuance) on behalf of the Borrower of a           Letter of Credit pursuant to ARTICLE 9 and (d) unless the context otherwise           requires, a Swingline Advance.   1.1.4    “Affiliate” – shall have the meaning ascribed to such term in the Provisions.   1.1.5    “Agent” or “Administrative Agent” – means The Bank of Nova Scotia, in its           capacity as administrative agent for the Lenders pursuant to Section 7.1 of the           Provisions and shall include, where the context so requires, the Attorney.   1.1.6    “Agreement” – means this agreement, as it may be amended, supplemented,           replaced, restated or otherwise modified from time to time.   1.1.7    “Alithya Canada” – means Alithya Canada Inc. (formerly known as Alithya           Group Inc.) and its successors and assigns.   1.1.8    “Anti-Corruption Law” – means the FCPA and any law, rule or regulation of           any  jurisdiction  concerning  or  relating  to  bribery  or  corruption  that  are           applicable to any Obligor or any Subsidiary or Affiliate.   1.1.9    “Anti-Money  Laundering  Laws” – means  any  and  all  laws,  statutes,           regulations  or  obligatory  government  orders,  decrees,  ordinances  or  rules                  





 






                               - 4 -            applicable to an Obligor or its Subsidiaries related to terrorism financing or           money laundering, including any applicable provision of the Patriot Act.   1.1.10   “Applicable  Law” – shall  have  the  meaning  ascribed  to  such  term  in  the           Provisions.   1.1.11   “Applicable Margin” – means, with respect to the Credit Facility, the annual           nominal percentage rates set forth below opposite the applicable Level:            [Redacted]           provided that,                                                                                             





 






                               - 5 -                       1.1.12   “Arm’s Length” – has the meaning ascribed thereto for the purposes of the           Income Tax Act (Canada), as in effect as of the date of this Agreement.   1.1.13   “Assets” – of a Person means any present and future property, rights and assets,           real and personal, movable and immovable, corporeal and incorporeal, of such           Person of whatever nature and wheresoever situated.   1.1.14   “Asset Disposition” – means, with respect to any Person, any transaction in           which  such  Person  sells,  conveys,  transfers,  leases  (as  lessor)  or  otherwise           disposes of any of its Assets other than in the normal course of its business.   1.1.15   “Attorney” – means  the hypothecary  representative appointed  pursuant  to           Article 2692 of the Civil Code of Québec and referred to in Section 16.1, and           includes its successors and assigns in such capacity.   1.1.16   “Auditors” – means  an  accounting  firm  of  nationally  recognized  standing           which acts as the auditors of the Borrower.   1.1.17   “Available Commitment” – means, at any time, with respect to the Lenders,           the amount at such time of the Total Commitment less the amount of the Loan           at such time in CDollars and less the Equivalent Amount in CDollars of the           Loan at such time in US Dollars and, with respect to any one Lender, the amount           of the Available Commitment multiplied by the Participation of such Lender,           subject  to  any  adjustment  required  pursuant  to  Section 3.9 to  prevent  the           Participation of the Swingline Lender from exceeding their portion of the Total           Commitment.   1.1.18   “BA  Equivalent  Advance” – means  an  Advance  contemplated  as  such  in           Section 8.3.   1.1.19   “BA Equivalent Interest Period” – shall have the meaning ascribed to such           term in Section 8.3.   1.1.20   “Bankers’  Acceptance” – means  a  non-interest  bearing  draft  drawn  by  the           Borrower  in  CDollars  in  the  form  of  either  a  depository  bill  subject  to  the           DBNA or  a non-interest bearing bill  of exchange, as  defined in  the Bills  of           Exchange Act (Canada), in either case issued by the Borrower which has been                  





 






                               - 6 -            accepted  and,  if  applicable,  purchased  by  a  Lender  at  the  request  of  the           Borrower pursuant to Section 8.4.   1.1.21   “Banking Day” – means a day, other than a Saturday or a Sunday, on which           banking institutions in Montreal and Toronto, Canada, are generally open for           business and, in the case of any US Base Rate Advance, such day must also be           a day on which banks are open for business in New York, New York and, in the           case of any LIBOR Loan, on which commercial banks in London, England are           not required by Applicable Law to remain closed.   1.1.22   “Bank Products” – means any of the following products, services or facilities           extended to any Obligor by a Lender or any of its Affiliates, provided that the           Agent has received prior written notice of such products, services or facilities:           (a) Treasury Management Services, (b) commercial credit card and merchant           card services, and (c) other banking products or services as may be requested           by the Obligors.   1.1.23   “Bank  Product  Debt” – means  Debt  and  other  obligations  of  the  Obligors           relating to Bank Products.   1.1.24   “Beneficial  Ownership  Certification” – means  a certification  regarding           beneficial ownership as required by the Beneficial Ownership Regulation.   1.1.25   “Beneficial Ownership Regulation” – means 31 C.F.R. § 1010.230.   1.1.26   “BNS” – means The Bank  of Nova  Scotia  and  its  successors  and  Eligible           Assignees.   1.1.27   “Borrower” – means  Alithya  Group  Inc  (formerly  known  as 9374-8572           Québec Inc.), and includes its successors and permitted assigns.    1.1.28   “Borrowing” – means a utilization by the Borrower of the Credit Facility by           way of Advances.   1.1.29   “Branch  of  Account” – means  the  branch  of  the  Agent  situated  at  1002           Sherbrooke Street West, Suite 250, Montreal, Quebec, H3A 3L5, or such other           Canadian office or branch of the Agent as the Agent may specify from time to           time.   1.1.30   “Business” – means the business of strategy and digital technology consulting           services and ancillary lines of business related thereto.   1.1.31   “Canadian Benefit Plan” – means any employee benefit plan maintained or           contributed  to  by  any  Obligor  in  virtue  of  a  legal  obligation  to  maintain  or           contribute to such a plan that is not a Canadian Pension Plan including, without           limitation,  all  profit-sharing,  savings,  supplemental  retirement,  retiring           allowance, severance, deferred compensation, welfare, bonus, supplementary                  





 






                               - 7 -            unemployment benefit  plans or arrangements  and all life, health, dental and           disability plans and arrangements in which the employees or former employees           of any Obligor employed in Canada participate or are eligible to participate, but           excluding all stock option or stock purchase plans, and any plan maintained by           the  Government  of  Canada  or  the  Government  of  any  province  of  Canada           including  the  Canada  Pension  Plan,  the  Quebec  Pension  Plan,  Employment           Insurance and workers’ compensation benefit plans.   1.1.32   “Canadian  Pension  Plan” – means  any  plan,  program,  arrangement  or           understanding that is a pension plan for the purpose of any applicable pension           benefits or tax laws of Canada or a province or territory thereof (whether or not           registered  under  any  such  laws)  which  is  maintained,  administered  or           contributed  to  by  (in  virtue  of  a  legal  obligation  to  maintain,  administer  or           contribute to such a plan, program, arrangement or understanding) any Obligor           in  respect  of any Person’s  employment in Canada or a province or territory           thereof  with  any  Obligor,  all  related  funding  agreements  and  all  related           agreements, arrangement and understandings in respect of, or related to, any           benefits  to  be  provided  thereunder  or  the  effect  thereof  on  any  other           compensation  or  remuneration  of  any  employee,  but  does  not  include  the           Canada  Pension  Plan  or  the  Quebec  Pension  Plan  as maintained  by  the           Government of Canada or the Province of Quebec.   1.1.33   “Capital Expenditures” – means, with respect to any period, the aggregate of           all expenditures (whether paid in cash or accrued as liabilities and including           expenditures for Capital Lease Obligations) by the Obligors (net of trade-ins           and proceeds of Asset  Disposition) during such period which in  conformity           with IFRS are included in or reflected by “capital expenditures”, “additions to           property, plant or equipment” or comparable items (or in intangible accounts           subject to amortization) on the consolidated balance sheet of the Borrower for           such period.   1.1.34   “Capital Lease Obligations” – means, as to any Person, the obligations of such           Person  to  pay  rent  or  other  amounts  under  a  lease  of  (or  other  agreement           conveying  the  right  to  use)  Assets,  which  obligations  are  required  to  be           classified and accounted for as a capital lease on a balance sheet of such Person           under IFRS as in effect on the date of this Agreement and, for purposes of this           Agreement,  the  amount  of  such  obligations  shall  be  the  capitalized  amount           thereof, determined in accordance with IFRS as in effect on the date of this           Agreement.   1.1.35   “Capital Stock” – means any and all shares (including any preferred shares),           interests,  participations  or  other  equivalents  (however  designated)  of  capital           stock of a corporation, any and all equivalent ownership interests in a Person           (other than a corporation) and any and all warrants, rights or options to purchase           any of the foregoing, whether voting or non-voting.                  





 






                               - 8 -   1.1.36   “CARES Act” – means the Coronavirus Aid, Relief, and Economic Security           Act, or the CARES Act and applicable rules and regulations, as amended from           time to time.   1.1.37   “CDollars” and the symbol “C$” – each means lawful money of Canada.   1.1.38   “CDOR Rate” – means, on any day, the annual rate of interest which is the rate           determined by the Agent as being the arithmetic average (rounded upwards, if           necessary, to the nearest 0.01%) of the rates applicable to CDollar bankers’           acceptances  having  identical  issue  and  comparable  maturity  dates  as  the           Bankers’  Acceptances  proposed  to  be  issued  by  the  Borrower  and  to  be           presented for Acceptance by the Lenders and displayed and identified as such           on  the  display  referred  to  as  the  “CDOR  Page”  (or  any  display  substituted           therefor) of Reuter Monitor Money Rates Services as at approximately 10:15           a.m. (Montreal time) on such day, or if such day is not a Banking Day, then on           the immediately preceding Banking Day (as adjusted by the Agent in good faith           after 10:15 a.m. (Montreal time) to reflect any error in a posted rate of interest);           provided, however, if such a rate does not appear on such CDOR Page, then the           CDOR  Rate,  on  any  day,  shall  be  the  discount  rate  quoted  by  the  Agent           (determined as of 10:15 a.m. (Montreal time) on such day) which would be           applicable  in  respect  of  an  issue  of  bankers’  acceptances  in  a  comparable           amount  and  with  comparable  maturity  dates  to  the  Bankers’  Acceptances           proposed to be issued by the Borrower and to be presented for Acceptance by           the  Lenders  on  such  day,  or  if  such  day  is  not  a  Banking  Day,  then  on  the           immediately preceding Banking Day, provided that the CDOR Rate shall never           be less than 1.00%.   1.1.39   “Change of Control” – means that (a) each of Ghyslain Rivard, Pierre Turcotte           and  Paul  Raymond shall  cease  to,  directly  or  indirectly,  own  and  control,           individually and collectively, more voting Capital Stock of the Borrower than           any other Person (or group of Persons acting in concert); or (b) the Borrower           shall cease to, directly or indirectly, own and control 100% of the Capital Stock           of each Subsidiary which is not a Non-Guarantor Subsidiary.    1.1.40   “Citizens Bank” – means Citizens Bank, N.A. and its successors and assigns.   1.1.41   “Closing Date” – means the date on which this Agreement has been executed           and all conditions of lending set forth in Section 11.1 and Section 11.2 shall           have  been  met  to  the  satisfaction  of  the  Agent,  the  Lenders  and  Lenders’           Counsel.   1.1.42   “Code” – means  the  Internal  Revenue  Code  of  1986,  as  amended,  and  any           successor statute thereto.    1.1.43   “Collateral” – means all of the Assets of the Obligors intended to be subject to           a Lien in the manner set forth in Section 13.1.                  





 






                               - 9 -   1.1.44   “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.   1.1.45   “Compliance Certificate” – means a certificate of a Responsible Officer of the           Borrower delivered to the Agent pursuant to Section 12.4.1.3 substantially in           the form of Schedule 1.1.45.   1.1.46   “Contaminant” – means any pollutants, dangerous or hazardous substances,           liquid or solid waste, industrial waste, hauled liquid waste, toxic substances,           hazardous wastes or materials or contaminants as defined or dealt with in any           Environmental Law.   1.1.47   “Control” – shall have the meaning ascribed to it in the Provisions.   1.1.48   “Controlled  Group” – means  all  members  of  a  controlled  group  of           corporations and all trades or businesses (whether or not incorporated) under           common control which, together with any US Obligor, are treated as a single           employer under Section 414 of the Code.   1.1.49   “Conversion  Advance”  and  “Converted  Advance” – shall  each  have  the           respective meaning ascribed to such terms in Section 3.7.   1.1.50   “Conversion Date” – means a day which the Borrower has notified the Agent           in  a  Notice  of  Conversion  as  the  date  on  which  the  Borrower  will  convert           Borrowings under a Credit Facility, or a portion thereof, in accordance with           Section 3.7.   1.1.51   “Covid-19 Event” – shall have the meaning ascribed to it in Section 2.1.10.   1.1.52   “Credit  Facility” – means  the  committed  revolving  credit  facility  in  the           maximum amount of sixty million CDollars (C$60,000,000) or the Equivalent           Amount in USDollars, which the Lenders will make available to the Borrower           pursuant to, and in accordance with the terms of, ARTICLE 3 and the other           provisions of this Agreement.   1.1.53   “Current  Accounts” – means collectively  (i) the  CDollars  and  USDollars           accounts maintained by the Borrower with BNS at the Branch of Account for           the  purposes  of  operating  the  Credit  Facility  and,  (ii)  with  respect  to  the           Swingline  Loan,  the  CDollars  and  USDollars  accounts  maintained  by  the           Borrower with BNS at the Branch of Account.   1.1.54   “DBNA” – means the Depository Bills and Notes Act (Canada).   1.1.55   “Debt” – means  all  indebtedness  of  any  Obligor  and  includes,  without           duplication  (in  each  case,  whether  such  indebtedness  is  with  full  or  limited           recourse):                  





 






                              - 10 -                                                                                                                                                                                                     For greater certainty, deferred compensation to employees of the Borrower or           any of its Subsidiaries incurred in the ordinary course of business shall not be           considered a Debt.   1.1.56   “Default” – means any event or circumstance which constitutes an Event of           Default or which, with  the giving of notice or lapse of time or both, would           constitute an Event of Default unless cured or waived.   1.1.57   “Defaulting Lender” – means any Lender that (a) has failed to (i) fund all or           any portion of its Loans within two (2) Banking Days of the date such Loans           were required to be funded hereunder, or (ii) pay to the Agent or any Lender           any other amount required to be paid by it hereunder within two (2) Banking           Days of the date when due, (b) has notified the Borrower or the Agent in writing           that it does not intend to comply with its funding obligations hereunder, (c) has           failed, within ten (10) Banking Days after written request by the Agent or the                  





 






                              - 11 -            Borrower,  to  confirm  in  writing  to  the  Agent  and  the  Borrower  that  it  will           comply with its prospective funding obligations hereunder (provided that such           Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon           receipt of such written confirmation by the Agent and the Borrower), or (d) has           (i) become the subject of a bankruptcy proceeding, or (ii) had appointed for it a           receiver, custodian, conservator, trustee, administrator, assignee for the benefit           of creditors or similar Person charged with reorganization or liquidation of its           business or Assets, including the Federal Deposit Insurance Corporation or any           other  federal or  provincial regulatory  authority  acting  in  such  a  capacity;           provided that a Lender shall not be a Defaulting Lender solely by virtue of the           ownership  or  acquisition  of  any  equity  interest  in  that  Lender  by  a           Governmental Authority so long as such ownership interest does not result in           or provide such Lender with immunity from the jurisdiction of courts within           Canada or the United States of America or from the enforcement of judgments           or  writs  of  attachment  on  its  Assets  or  permit  such  Lender  (or  such           Governmental  Authority)  to  reject,  repudiate,  disavow  or  disaffirm  any           contracts or agreements made with such Lender.   1.1.58   “Discount  Rate” – means,  with  respect  to  Bankers’  Acceptances  issued           pursuant to this Agreement and having the same date of issue and the same           maturity date, the annual rate which is (a) for Lenders which are Schedule I           Canadian  chartered  banks,  the  CDOR  Rate  determined  by  the  Agent  as  the           CDOR  Rate  for  bankers’  acceptances  outstanding  for  the  period  of  such           Bankers’ Acceptances on the date of issue of such Bankers’ Acceptances, and           (b) for Lenders which are not Schedule I Canadian chartered banks, the CDOR           Rate  determined  by  the  Agent  as  the  CDOR  Rate  for  bankers’  acceptances           outstanding for the period of such Bankers’ Acceptances on the date of issue of           such Bankers’ Acceptances, plus 0.10%.   1.1.59   “Discounted Proceeds” – means, in respect of any Bankers’ Acceptance to be           accepted and purchased by a Lender hereunder on any day, an amount (rounded           to  the nearest  whole cent,  and with  one-half of  one cent  being  rounded  up)           calculated on such day  by multiplying  (i) the face amount of such Bankers’           Acceptance by (ii) the price (rounded up or down to the fifth decimal place with           0.000005 being rounded up), where the price is determined by dividing one by           the  sum  of  one  plus  the  product  of  (A)  the  Discount  Rate  (expressed  as  a           decimal), and (B) a fraction, the numerator of which is the number of days in           the term of such Bankers’ Acceptance and the denominator of which is 365.   1.1.60   “Distribution” – means any payment in cash or in kind that provides an income           (including  interest  or  dividend)  or  a  return  on,  or  constitutes  a  distribution,           redemption or purchase of, the Capital Stock of a Person and the setting apart           of Assets for such purpose (other than by way of the issuance of new Capital           Stock)  to  any  shareholder,  director  or  officer  of  an  Obligor.  For  greater           certainty, a Distribution shall not include (i) bonuses and long term incentive           plans payments paid in the ordinary course of business including for the purpose                  





 






                              - 12 -            of any new hire, or (ii) salaries and directors’ attendance tokens paid in  the           ordinary course of business.   1.1.61   “Drawdown  Date” – means  (i)  a  day  which  the  Borrower  has  notified  the           Agent in a Notice of Borrowing as the date on which the Borrower requests an           Advance in accordance with Section 3.2, or (ii) a day on which the Borrower           has requested the issuance of a Letter of Credit in accordance with Section 9.1,           or (iii) a day on which a Swingline Lender makes a Swingline Advance.   1.1.62   “Eligible Assignee” – shall  have  the  meaning  ascribed  to  such  term  in  the           Provisions.   1.1.63   “Environmental  Activity” – means  any  activity,  event  or  circumstances  in           respect of a Contaminant including, without limitation, its storage, use, holding,           collection,  purchase,  accumulation,  assessment,  generation,  manufacture,           construction,  processing,  treatment,  stabilization,  disposition,  handling  or           transportation, or its Release, escape, leaching, dispersal or migration into the           natural environment, including the movement through or in the air, land surface           or subsurface strata, surface water or groundwater.   1.1.64   “Environmental Claims” – means any and all administrative, regulatory or           judicial actions, suits, demands, demand letters, claims, Liens, notices of non-          compliance or violation, investigations or proceedings relating in any way to           any  Environmental  Law  or  any  environmental  permit  (hereinafter  in  this           definition, “Claims”) including, without limitation:                                         1.1.65   “Environmental  Laws” – means  any  and  all  Applicable  Laws  relating  to           pollution or protection of human health and safety or the environment or any           Environmental Activity.   1.1.66   “Equivalent  Amount” – means,  on  any  date,  the  amount  in  CDollars  or           USDollars, as the case may be (the “Currency”), which would be obtained on           the conversion of an amount in any other currency into the Currency, at the rate           published by the Bank of Canada at around 4:30 p.m. (Montreal time) for the           purchase of the Currency with such other currency, as quoted or published or           otherwise made available by the Bank of Canada on such date; provided that in           the  event  no  such  rate  is  published  by  the  Bank  of  Canada,  the  Equivalent                  





 






                              - 13 -            Amount of one Currency into the other Currency shall be determined by the           Agent.   1.1.67   “ERISA” – means the Employee Retirement Income Security Act of 1974 of the           United States, as amended from time to time, or any successor statute thereto.   1.1.68   “Event  of  Default” – means  any  of  the  events  specified  in  Section 14.1,           provided that any requirement specified therein  for the giving of notice, the           lapse of time, or both, has been satisfied.   1.1.69   “Excess Availability” – means, as of any date of determination by the Agent,           the maximum amount available under the Credit Facility minus the Equivalent           Amount in CDollars of all outstanding Loans under the Credit Facility as of the           close of business on such date.   1.1.70   “Excluded Swap Obligation” – means, with respect to any US Obligor, any           Swap Obligation if, and to the extent that, all or a portion of the Guarantee           Agreement of such Guarantor of, or the grant by such Guarantor of a security           interest  to  secure,  such Swap  Obligation  (or  any  Guarantee  thereof)  is  or           becomes illegal under the Commodity Exchange Act or any rule, regulation or           order of the Commodity Futures Trading Commission (or the application or           official interpretation of any thereof) by virtue of such Guarantor’s failure for           any reason not to constitute an “eligible contract participant” as defined in the           Commodity  Exchange  Act  and  the  regulations  thereunder  at  the  time  the           Guarantee  of  such  Guarantor  or  the  grant  of  such  security  interest  becomes           effective with respect to such related Swap Obligation. If a Swap Obligation           arises under a master agreement governing more than one swap, such exclusion           shall apply only to the portion of such Swap Obligation that is attributable to           swaps for which such Guarantee or security interest is or becomes illegal.   1.1.71   “FCPA” – means the Foreign Corrupt Practices Act, 15 U.S.C. §§78dd-1, et           seq.   1.1.72   “Federal Funds Overnight Rate” – means, for any day, an interest rate per           annum (based on a 360 day year and rounding up, if necessary, to the nearest           1/16 of 1%) equal to the weighted average of the rates on overnight federal           funds transactions with members of the Federal Reserve System of the United           States of America arranged by federal funds brokers, as published for such day           by the Federal Reserve Bank of New York or, if such rate is not published for           any day which is a Banking Day, the average of the quotations for such day on           such transactions received by the Agent from three (3) federal funds brokers of           recognized standing selected by it, provided that in the case of a day which is           not a Banking Day, the Federal Funds Overnight Rate for such day shall be the           Federal Funds Overnight Rate for the immediately preceding Banking Day, the           whole determined in accordance with the Agent’s usual practice.                  





 






                              - 14 -   1.1.73   “Fee Letter” – means the supplemental fee letter agreement between the Agent           and  the  Borrower dated  as  of  the  date  hereof in  connection  with  the Credit           Facility, as it may be amended, supplemented or restated from time to time.    1.1.74   “Fixed Charge Coverage Ratio” – means, for any period, with reference to           the Borrower on a consolidated basis, the ratio of (a) Adjusted EBITDA less (i)           cash income taxes paid, (ii) Distributions, (iii) Unfunded Capital Expenditures           divided by (b) aggregate Interest Expense of the Borrower during such period           and regular scheduled principal repayments on Total Debt during such period           including, for greater clarity, debt-like instruments such as balance of sale and           vendor take-backs and any principal repayment on Subordinated Debt.   1.1.75   “FX Agreement” – means each Hedging Agreement entered into between the           Borrower and a Lender for the purpose of hedging currency risk incurred by the           Borrower in the normal course of its business and not for speculation purposes,           the whole in form, substance and content acceptable to such Lender.   1.1.76   “Governmental Authority” – shall have the meaning ascribed to such term in           the Provisions.   1.1.77   “Guarantee  Agreement” – shall  have  the  meaning  ascribed  thereto  in           Section 13.1.1.   1.1.78   “Guarantors” – means  collectively  all  existing  and  future  Subsidiaries           (excluding the Non-Guarantor Subsidiaries) of the Borrower as determined by           the  Lenders,  including  (i)  each  Person  named  on Schedule 1.1.78,  (ii)  any           Person who shall become a Guarantor in accordance with Section 12.1.9, and           (iii) any successor of any Guarantor, including any Person resulting from the           amalgamation of a Guarantor with another Person.   1.1.79   “Hazardous Materials” – means:                                                                          





 






                              - 15 -   1.1.80   “Hedging  Agreement” – means  any  agreement  or  similar  arrangement           designed to protect against or mitigate the effect of fluctuations in interest rates           or  currencies  which  the  Borrower  enters  into  from  time  to  time  and  which           constitutes a Permitted Hedging Agreement.    1.1.81   “IFRS” – means  as  of  any  date,  the  International  Financial  Reporting           Standards,  which  includes  the  accounting  principles adopted  by  the           International  Accounting  Standards  Board, applied  by  the  Borrower  and its           Subsidiaries on a basis consistent with the preparation of the Borrower’s most           recent financial statements furnished to the Agent pursuant to this Agreement,           and subject to the provisions of Section 1.6;   1.1.82   “Interest  Expense” – means,  with  reference  to  any  period,  the  sum  of  all           interest charges (including imputed interest charges with respect to Capitalized           Lease Obligations and all amortization of debt discount and expense) payable           by the Borrower during such period, on a consolidated basis, determined in           accordance with IFRS.   1.1.83   “Interest Payment Date” – means (a) in respect of any Prime Rate Advance           or US Base Rate Advance, as applicable, the last Banking Day of each and           every month, and the Maturity Date, and (b) in respect of any LIBOR Advance,           the last day of each Interest Period and the Maturity Date.   1.1.84   “Interest Period” – for each LIBOR Loan Portion means (a) the first period of           approximately  one  month,  two  months  or  three  months  selected  by  the           Borrower  and  notified  to  the  Agent  in  accordance  with Section 7.6,  which           period shall commence on the Drawdown Date or Conversion Date, as the case           may be, of such LIBOR Loan Portion, and (b) each of the successive periods of           approximately  one  month,  two  months  or  three  months  in  respect  of  such           LIBOR Loan Portion selected by the Borrower and notified to the Agent in           accordance with Section 7.6, each of which shall commence on the last day of           the  immediately  preceding  Interest  Period  in  respect  of  such  LIBOR  Loan           Portion.   1.1.85   “Interest Rate Agreement” – means any Hedging Agreement including swap           agreement, forward rate agreement, cap agreement, collar agreement or similar           agreement or arrangement designed to protect against or mitigate the effect of           fluctuations in interest rates which a Lender may enter into with the Borrower           from time to time.    1.1.86   “IQ” – means Investissement Québec and its successors and assigns;   1.1.87   “IQ Loan Facility” – means any extension of credit to an Obligor by IQ from           time to time for the purpose of financing tax credits for any specific taxation           year  provided  that  the  aggregate  amount  of  such  IQ  Loan  Facility  does  not           exceed $7,500,000 at any time, each as amended, restated or renewed from time           to time.                  





 






                              - 16 -   1.1.88   “IQ Security” – means a deed of movable hypothec on a universality of claims           made by Alithya Canada in favour of IQ dated as of February 23, 2017 for an           amount of $5,400,000 and registered at the Québec register of personal and           movable real rights under number 17-0196984-0001, and each subsequent deed           of movable hypothec or other security  document  granted by any Obligor in           favour of IQ to finance an IQ Loan Facility.   1.1.89   “ISDA  Master  Agreement” –  means  the  applicable  standard  Master           Agreement  of  the  International  Swaps  and  Derivatives  Association,  Inc.  in           effect from time to time and includes all its schedules, credit support annexes           and all confirmations documented pursuant thereto.   1.1.90   “Issuing Bank” – has the meaning ascribed to such term in the Provisions. On           the date hereof, BNS is an Issuing Bank.   1.1.91   “ITA” – means the Income Tax Act (Canada) and the regulations promulgated           thereunder, as amended, supplemented or re-enacted from time to time.   1.1.92   “Landlord Agreement” – means a landlord agreement entered into from time           to  time  among  the  applicable  Obligor,  the  Agent  and  the  landlord  of  the           premises leased by such Obligor where inventory of the Obligor may be situated           from time to time, including those landlords who hold or may hold a Lien on           any of the Assets of the Borrower or any other Obligor in form and substance           reasonably satisfactory to the Agent.   1.1.93   “Leased Premises” – means the real and immovable property listed in Schedule           2.1.12 and any future real or immovable property leased by any of the Obligors,           excluding  any  leases  for  the  use  of  temporary  offices  and  common  spaces           shared with other tenants or users.    1.1.94   “Lenders” – means, collectively, all of the banks and other financial institutions           named as lenders on the signature pages of this Agreement and other lenders           party  from  time  to  time  hereto  and  their  respective  successors  and  Eligible           Assignees  who  shall  have  executed  an  Assignment  and  Assumption  as           contemplated by Section 9.2 (F) of the Provisions, and “Lender” means any           one of them. For greater certainty, and without limiting the generality of the           foregoing,  the  term  “Lender”  includes  BNS  in  its  capacity  as  a  Swingline           Lender and Issuing Bank.   1.1.95   “Lenders’ Counsel” – means Borden Ladner Gervais LLP and, in respect of           any jurisdiction other than Québec, Ontario, Alberta and British Columbia, such           other counsel in such jurisdictions as may be retained as counsel by or on behalf           of the Agent and the Lenders.   1.1.96   “Letter of Credit” – means a letter of credit, documentary letter of credit or           letter of guarantee issued by an Issuing Bank for the account of the Borrower           in accordance with Section 9.1 denominated CDollars, USDollars or any other                  





 






                              - 17 -            major currency then offered by such Issuing Bank having a term of up to 364           days and otherwise in form, substance and content acceptable to the Issuing           Bank, which is either a standby letter of credit, documentary letter of credit or           a letter of guarantee in respect of obligations of the Borrower incurred in the           ordinary  course  of  its  business,  other  than  for  the  purpose  of  guaranteeing           obligations of any Person other than the Obligors which are Guarantors at such           time.   1.1.97   “Letter of Credit Application” – has the meaning ascribed to such term in           Section 9.7.1.   1.1.98   “Letter  of  Credit  Commission” – means  the  non-refundable  commission           referred to in the definition of Applicable Margin payable by the Borrower to           the Issuing Bank pursuant to Section 9.9.   1.1.99   “Letter of Credit Exposure” – means at a particular time, the sum of (i) the           undrawn and unexpired aggregate amount of all Letters of Credit outstanding           in CDollars plus the Equivalent Amount in CDollars of all Letters of Credit           outstanding in USDollars or any other currency, and (ii) the aggregate amount           of drawings under the Letters of Credit in CDollars plus the Equivalent Amount           in CDollars of drawings under the Letters of Credit in USDollars or any other           currency which have not been reimbursed pursuant to Section 9.8.   1.1.100  “LIBOR” – means, for any Interest Period for each LIBOR Loan Portion, an           interest  rate  per  annum  equal  to  the  aggregate  of  (a)  the  rate  per  annum           (expressed on the basis of a 360 day year) determined by the Agent as being the           rate  shown  on  Reuters Screen  LIBOR01  Page  (or  such  other  commercially           available source providing such quotations as may be designated by the Agent           from time to time) as of 11:00 a.m. (London, England time), two (2) Banking           Days prior to the first day of such Interest Period, for USDollars deposits for a           period comparable to such Interest Period, and if different rates are quoted for           USDollars deposits in varying amounts, in an amount which is closest to such           LIBOR Loan or if such rate is not available for any reason, a comparable or           successor rate that is approved by all Lenders plus (b) the Applicable Margin,           provided that LIBOR (before applying the Applicable Margin) shall never be           less than 1.00%.   1.1.101  “LIBOR  Advance” – means  an  advance  in  USDollars  to  which  LIBOR  is           applicable pursuant to Section 3.2.   1.1.102  “LIBOR Loan” – means, at any time during the term of this Agreement, the           Loans,  or  that  portion  of  the  Loans,  which  the  Borrower  has  elected, in           accordance  with  the  requirements  of  this  Agreement,  to  denominate  in           USDollars and upon which interest is payable at LIBOR.                  





 






                              - 18 -   1.1.103  “LIBOR  Loan  Portion” – means  the  amount  of  the  LIBOR  Loan,  or  any           portion of the LIBOR Loan, in respect of which the Borrower has selected an           Interest Period commencing on the same date and having the same duration.   1.1.104  “Lien” – means  a  mortgage,  conventional  hypothec,  legal  hypothec,  prior           claim, pledge, privilege, lien, charge or encumbrance, whether fixed or floating,           on, or any security interest in any Asset or a pledge or hypothecation thereof or           trust or presumed or deemed trust or any other mechanism or right benefiting           the  holder  thereof  or  any  conditional  sale  agreement  or  other  title  retention           agreement or equipment trust relating thereto or any Capital Lease Obligation           for which a Lien is registered.   1.1.105  “Loan” – means, at any time, the aggregate amount of all Advances, including           Conversion Advances, outstanding at such time in CDollars or USDollars by           way of Prime Rate Loans, US Base Rate Loans and LIBOR Loans, plus the face           amount of all Bankers Acceptances which have been accepted by the Lenders           under the Credit Facility prior to their respective maturity dates, plus the amount           of the Letter of Credit Exposure.   1.1.106  “Loan Documents”  – means,  collectively,  this  Agreement,  the  Security           Documents, the negative pledge agreement referred to in Section 13.1.3, the           Permitted Hedging Agreements, the ISDA Master Agreement for any Permitted           Hedging Agreement, the Letter of Credit Applications, and all other documents,           instruments  and  agreements  executed  and  delivered  by  any  Obligor  in           connection with this Agreement or the Credit Facility, any Permitted Hedging           Agreement,  any  Borrowing,  any  Bank  Products  or  otherwise  referred  to  or           contemplated under or by this Agreement.   1.1.107  “Loss”  or  “loss” – means  any  loss,  including  any  expense,  cost,  damage,           penalty,  fine,  liability  or  obligation,  which  results  or  may  result,  directly  or           indirectly, from  any event,  fact  or circumstance  or series  of events,  facts or           circumstances.   1.1.108  “Majority Lenders” – means at any time (including after the occurrence of any           Event of Default):                                          1.1.109  “Mark to Market Value” – means on any day with respect to any Permitted           Hedging  Agreement,  the  amount  determined  by  the  counter-party  of  the           Borrower  under  such  Permitted  Hedging  Agreement,  using  the  standard           methodology of such counter-party, as being the mark-to-market value of such           Permitted Hedging Agreement as of such day.                  





 






                              - 19 -   1.1.110  “Material Adverse Effect” – means a material adverse effect on (i) the ability           of the Borrower or any other Obligor to perform and discharge its Obligations           under this Agreement or any of the other Loan Documents, (ii) the Agent or any           Lender’s ability to enforce its rights under this Agreement or any of the other           Loan Documents, or (iii) the business, operations, prospects, Assets or financial           condition of the Borrower or of the other Obligors taken as a whole.   1.1.111  “Material Contract” – means the contracts listed in Schedule 1.1.111 and any           other contract related to the Business to which any Obligor is a party that, if           terminated and not replaced, would have a Material Adverse Effect to a level           which would prevent the Borrower to carry on its Business, taken as a whole,           as a going concern, as each may hereafter be amended, supplemented, replaced           or restated from time to time.   1.1.112  “Maturity Date” – means January 22, 2022, or such other date thereafter as           may be agreed pursuant to an extension under Section 5.1, or such earlier date           on which the Credit Facility is terminated pursuant to Section 14.2.   1.1.113  “Minimum  Liquidity Amount” – means an  amount  corresponding  to the           Excess Availability plus cash held in the Bank of Nova Scotia’s accounts and           other  financial  institutions  for  which  a  satisfactory deposit account control           agreement in favor of the Agent has been put in place.   1.1.114  “Minor Title Defects” – means title defects, zoning restrictions, servitudes or           other restrictions or title irregularities which are of a minor nature and in the           aggregate will not substantially impair the use of the property affected by such           title defect or irregularity for the purposes for which it is held by the owner           thereof, nor substantially diminish any Lien for the benefit of the Agent and the           Lenders thereon.   1.1.115  “Multiemployer  Plan” – means  a  multiemployer  plan  defined  as  such  in           Section 3(37) of ERISA to which contributions have been made by any Obligor           or any ERISA Affiliate and which is covered by Title IV of ERISA.   1.1.116  “Net Income” – means, with reference to any period, the net income (or net           loss) of the Borrower for such period as computed on a consolidated basis in           accordance with IFRS.   1.1.117  “Non-Guarantor Subsidiaries” – means collectively (i) Alithya Consulting           USA  Inc.,  Alithya  Consulting  SAS,  9332-7625  Québec  Inc.,  SWI  Systems,           LLC, Matricis Informatique Inc. and (ii) any future Subsidiary of the Borrower           specifically  designated  by  the  Borrower  as  a  Non-Guarantor  Subsidiary           provided that the Borrower remains at all times in compliance with the covenant           set forth in Section 12.1.12.   1.1.118  “Notice of Borrowing” – means a notice addressed to the Agent in substantially           the form of Schedule 1.1.118 specifying, in respect of a proposed Borrowing                  





 






                              - 20 -            by way of Acceptances or a LIBOR Advance, the Drawdown Date, the amount,           the  proposed  currency,  and,  in  respect  of  a  proposed  Borrowing  to  which           LIBOR  will  be  applicable,  the  initial  Interest  Period,  and,  in  respect  of  a           proposed Borrowing by way of Acceptances, the Banking Day upon which the           Bankers’ Acceptances will mature.   1.1.119  “Notice of  Conversion” – means  an  irrevocable  notice  delivered  by  the           Borrower pursuant to Section 3.7 substantially in the form of Schedule 1.1.119.   1.1.120  “Notice of Optional Repayment” – means an irrevocable notice delivered by           the  Borrower  pursuant  to  Section 6.3.1 in  substantially  the  form  of           Schedule 1.1.120 with respect to the Credit Facility.   1.1.121  “Obligations” – means in respect of the Obligors, in each case whether now           existing or hereafter arising, the aggregate outstanding principal of and interest           on  the  Loans  (including,  for  greater  certainty,  the  Swingline  Loan),  all           obligations under Permitted Hedging Agreements, all interest accrued and to           accrue thereon and all other amounts owing or which may become owing by           the Obligors, or any one or more of them, to the Agent and the Lenders, or any           one or more of them, or any of their respective Affiliates, under or pursuant to           this  Agreement,  the  other  Loan  Documents  and  the  Bank  Product  Debt           including,  without  limitation,  fees,  expenses,  indemnities  and  contingent           liabilities, and all covenants and other obligations of the Obligors, or any one           or more of them, to the Agent and the Lenders, or any one or more of them,           under or pursuant to this Agreement, the other Loan Documents and the Bank           Product  Debt; provided,  however, that,  with  respect  to  any US  Obligor,           Obligations  guaranteed  by  such  Guarantor  shall  exclude  all  Excluded  Swap           Obligations.   1.1.122  “Obligors” – means  collectively  the  Borrower  and  the  Guarantors,  and           “Obligor” means any one of them.   1.1.123  “OFAC” – means The Office of Foreign Assets Control of the U.S. Department           of the Treasury.   1.1.124  “Optional  Repayment  Date” – means a day on  which  the  Borrower has           notified the Agent in a Notice of Optional Repayment as the date on which the           Borrower shall repay Borrowings under the Credit Facility in accordance with           Section 6.3.1.   1.1.125  “Participant” – has the meaning specified in Section 10.4 of the Provisions.   1.1.126  “Participation” – of a Lender means the percentage of the Total Commitment           indicated opposite its name in Schedule  with respect to the Credit Facility, as           it may be adjusted pro rata or otherwise further to an assignment or otherwise           or, as the context requires, the amount of such Participation in any Advance or           in  any  repayment  thereof. For  the  purposes  of  the  calculation  set  forth  in                  





 






                              - 21 -            Section 3.9.2,  the  Participation  of  the Swingline  Lender shall  be  deemed  to           include the Swingline Limit.   1.1.127  “Patriot Act” – means the USA Patriot Act (Title III of Pub. L. 107 56 (signed           into law October 26, 2001)).   1.1.128  “PBGC”  – means  the  Pension  Benefit  Guaranty  Corporation  or  any  entity           succeeding to any or all of its functions under ERISA.   1.1.129 “Permitted Acquisition” – [Redacted]   1.1.130  “Permitted Debt” – means, at any time, any one or more of the following:                                                                                                                                                                                                 





 






                              - 22 -                                             1.1.131  “Permitted Hedging Agreement” – means any Hedging Agreement entered           into between the Borrower and any Permitted Hedge Provider.   1.1.132  “Permitted Hedge Provider” – means any Lender or any of its Affiliates.   1.1.133  “Permitted Liens” – means, as at any time, any one or more of the following:                                                                                                                     





 






- 23 -                                                                                                                                                                                                                                                                                                    





 






- 24 -                                                                                                                                                                                                                                                                                                                                               





 






                              - 25 -   1.1.134  “Person” – shall have the meaning ascribed to such term in the Provisions.   1.1.135  “Plan” – means  any  employee  pension  benefit  plan  covered  by  Title IV  of           ERISA or subject to the minimum funding standards under Section 412 of the           Code that either (a) is maintained by a member of the Controlled Group for           employees of a member of the Controlled Group or (b) is maintained pursuant           to  a  collective  bargaining  agreement  or  any  other  arrangement  under  which           more than one employer makes contributions and to which a member of the           Controlled  Group  is  then  making  or  accruing  an  obligation  to  make           contributions or has within the preceding five plan years made contributions.   1.1.136  “Prime Rate” – means, at any time, the aggregate of (a) the rate of interest per           annum  equal  to  the  higher  of  (i) the  fluctuating  annual  rate  of  interest           established by the Agent as the reference rate of interest it will use at such time           to  determine  interest  rates  for  loans  in  Canadian  dollars  to  its  Canadian           commercial borrowers in Canada and designated as its prime rate; and (ii) one           month CDOR Rate plus 1.0% per annum, plus (b) the Applicable Margin; in           each  case  adjusted  automatically  with  each  change  in  such  rate  or  the           Applicable Margin, all without the necessity of any notice to the Borrower or           any other Person.   1.1.137  “Prime Rate Advance” – means an Advance in CDollars to which the Prime           Rate is applicable.   1.1.138  “Prime  Rate  Basis” – means  the  calculation  of interest  as  provided  under           Section 7.1 and Section 7.2.   1.1.139  “Prime Rate Loan” – means at any time the Loans, or that portion of the Loans,           upon which interest is payable at the Prime Rate.   1.1.140  “Proceeds” of any Asset means any identifiable or traceable Asset, in any form           whatsoever, derived directly or indirectly from the disposition, realization or           other transaction involving such Asset or the proceeds thereof, including any           payment made as an indemnity or reimbursement for the loss of or damage to           such Asset or the proceeds thereof.   1.1.141  “Properly Contested” – means, with respect to any obligation of an Obligor,           (a) such obligation is subject to a bona fide dispute regarding the amount or the           Obligor’s liability to pay, (b) the obligation is being properly contested in good           faith by appropriate proceedings promptly instituted and diligently pursued, (c)           appropriate reserves have been established in accordance with IFRS, (d) non-          payment could not reasonably be expected to have a Material Adverse Effect,           (e) no Lien is imposed on Assets of the Obligor, unless bonded and stayed to           the satisfaction of Agent, and (f) if the obligation results from the entry of a           judgment or other order, such judgment or order is stayed pending appeal or           other judicial review.                  





 






                              - 26 -   1.1.142  “Provisions” – shall have the meaning ascribed to such term in Schedule 16.12.   1.1.143  “Purchase Money Mortgage” – means:                                           1.1.144  “QBCA”  – means,  collectively,  the Business  Corporations  Act (Québec),           R.S.Q., s-31.1 and the regulations made thereunder.   1.1.145  “Reimbursement  Obligation” – means  the  obligations  of  the  Borrower  to           reimburse the Issuing Bank pursuant to Section 9.8.   1.1.146  “Release” – means discharge, spray, inject, inoculate, abandon, deposit, spill,           leak, seep, pour, emit, empty, throw, dump, place and exhaust, and when used           as a noun has a similar meaning.   1.1.147  “Responsible Officer” – means, with respect to any Person, the president, the           chief executive officer, an executive vice president, the chief financial officer,           the  treasurer  or  the  secretary  of such  Person  or,  in  the  case  of  a  limited           partnership,  of  its  general  partner, provided  that,  with  respect  to  financial           matters, means the chief financial officer or the treasurer of such Person.   1.1.148  “Sanctions” – means  any  and  all  economic  or  financial  sanctions,  sectoral           sanctions,  secondary  sanctions,  trade  embargoes  and  anti-terrorism  laws,           including but not limited to those imposed, administered or enforced from time           to time by the U.S. government (including those administered by OFAC or the           U.S. Department of State), the United Nations Security Council, the European           Union,  Her  Majesty’s  Treasury,  or  other  relevant  sanctions authority with           jurisdiction  over any Lender,  the  Borrower  or  any of  its  Subsidiaries  or           Affiliates.   1.1.149  “Sanctioned Country” – means at any time, a country or territory which is           itself the subject or target of any Sanctions (including, as of the Closing Date,           Cuba, Iran, North Korea, Sudan, Syria, Russia and Crimea).                  





 






                              - 27 -   1.1.150  “Sanctioned Person” – at any time, (a) any Person listed in any Sanctions-          related  list  of  designated  Persons  maintained  by  OFAC (including,  without           limitation, OFAC’s Specially Designated Nationals and Blocked Persons List           and OFAC’s Consolidated Non-SDN List), the U.S. Department of State, the           United Nations Security Council, the European Union, Her Majesty’s Treasury,           or other relevant sanctions authority, (b) any Person operating, organized or           resident in a Sanctioned Country or (c) any Person owned or controlled by any           such Person or Persons described in clauses (a) and (b), including a Person that           is deemed by OFAC to be a Sanctions target based on the ownership of such           legal entity by Sanctioned Person(s).   1.1.151  “SBA” – means the U.S. Small Business Administration.   1.1.152  “SBA PPP Loan” – means a loan incurred by any US Obligor under 15 U.S.C.           636(a)(36) (as added to the Small Business Act by Section 1102 of the CARES           Act).   1.1.153  “SBA PPP Loan Date” – means the date on which any US Obligor receives           the proceeds of the SBA PPP Loan.   1.1.154  “Securities  Account” – has  the  meaning  set  out  in An Act  respecting  the           transfer of securities and the establishment of security entitlements (Québec).   1.1.155  “Security Documents” – means collectively the agreements and instruments           contemplated in Section 13.1, all amendments, supplements, restatements and           other modifications thereof, and each other agreement or writing pursuant to           which  an  Obligor  grants  a  Lien  to  or  for  the  benefit  of  the  Agent  and  the           Lenders, or any of them, alone or together with any other Person, on any of its           Assets, in each case to secure all or part of the Obligations.   1.1.156  “Senior Debt” – means,  at  any  time,  with  respect  to  the  Borrower  on  a           consolidated basis, its  Total Debt  less any Subordinated Debt,  less  amounts           owing and outstanding under any IQ Loan Facility and less any cash and cash           equivalents not  exceeding  the  sum  of  C$5,000,000 and held  in  any  Current           Account or in any other deposit account maintained by the Borrower in respect           of which the account bank has executed an account control agreement in favor           of the Agent in form and substance acceptable to the Agent.    1.1.157  "Small Business Act" – means the Small Business Act (15 U.S. Code Chapter           14A – Aid to Small Business).   1.1.158  “Solvent” – means, when used with respect to any Person, that:                                     





 






                              - 28 -                                                                                                     1.1.159  “Standby Fee” – means any standby fee payable pursuant to Section 7.10.   1.1.160  “Subordinated Debt” – of a Person means indebtedness of such Person for           borrowed money, which is validly and effectively subordinated and postponed           in right of payment of principal, interest and premium if any, to the payment in           full of all amounts owing from time to time under or pursuant to the Obligations           by way of an agreement in form and substance satisfactory to the Agent and the           Lenders;   1.1.161  “Subsidiary” – means  any  Person  which  now  or  hereafter  is  Controlled,           directly or indirectly, by the Borrower, and “Subsidiary” of any other Person           means another Person controlled by that Person.   1.1.162  “Swap Obligation” – means, with respect to any US Obligor, any obligation to           pay or perform under any agreement, contract or transaction that constitutes a           “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.   1.1.163  “Swingline Advance” – means, with respect to the Borrower, the creation or           the increase of any overdraft in its Current Accounts, as provided in Section           3.9.   1.1.164  “Swingline Availment” – means,  at  any time, the aggregate of  all amounts           debited  to  the  Current  Accounts  (including,  without  limitation,  cheques,           transfers,  withdrawals,  interest,  costs,  charges  and  fees)  in  excess  of  the           aggregate of all amounts credited to the Current Accounts.   1.1.165  “Swingline Lender” – means collectively BNS and its successors and Eligible           Assignees in such capacity.                  





 






                              - 29 -   1.1.166  “Swingline  Limit” – means  the  sum  of five  million  Canadian  Dollars           (C$5,000,000) or the Equivalent Amount in USDollars.   1.1.167  “Swingline Loan” – means the swingline loan not exceeding the Swingline           Limit which the Swingline Lender will make available to the Borrower pursuant           to, and in accordance with, Section 3.9.   1.1.168  “Tax” – shall have the meaning ascribed to such term in the Provisions.   1.1.169  “Total Commitment” – means, at any time, the aggregate of the amounts set           opposite each Lender’s name in Schedule  representing the respective portion           of the Total Commitment of each Lender, less any amount by which it shall           have been cancelled, terminated or reduced pursuant to this Agreement, as it           may be adjusted pro rata or otherwise further to an assignment or otherwise.   1.1.170  “Total Debt” – means, at  any  time,  with  respect  to  the  Borrower  on  a           consolidated basis, the sum of all its Debt but excluding amounts owing and           outstanding under any IQ Loan Facility and any cash and cash equivalents not           exceeding the sum of C$5,000,000 and held in any Current Account or in any           other  deposit  account  maintained  by  the  Borrower  in  respect  of  which  the           account bank has executed an account control agreement in favor of the Agent           in form and substance acceptable to the Agent.    1.1.171  “Treasury Management Services” – means any treasury or cash management           services provided from time to time by the Lenders or any of their Affiliates to           the  Borrower  or  any  of  its  Subsidiaries  including  automatic  clearinghouse,           controlled  disbursements,  depository,  electronic  funds  transfer,  information           reporting, lockbox, stop payment, overdraft, return items, interstate depository           network, netting and/or wire transfer services.   1.1.172  “Unfunded Capital Expenditures” – means, with respect to any period, the           sum (without duplication) of all capital expenditures made by a Person during           such period, where such expenditures are not funded (either in whole or in part)           by way of a capital lease, equipment loan or for which no long term debt is           assumed to finance such expenditure. For greater certainty, capital expenditures           financed by the Credit Facility are considered unfunded.   1.1.173  “Unfunded Vested Liabilities” – means, for any Plan at any time, the amount           (if any) by which the present value of all vested nonforfeitable accrued benefits           under such Plan exceeds the fair market value of all Plan assets allocable to           such benefits, all determined as of the then most recent valuation date for such           Plan, but only to the extent that such excess represents a potential liability of a           member of the Controlled Group to the PBGC or the Plan under Title IV of           ERISA.    1.1.174  “US Base Rate” – means at any time the aggregate of (a) the rate of interest per           annum equal to the higher of (i) the variable annual rate of interest established                  





 






                                    - 30 -                  by the Agent from time to time as being the reference rate of interest it will use                 at such time in Canada to determine rates of interest on USDollar commercial                 loans to Canadian residents in Canada and designated at its US base rate, and                 (ii) the Federal Funds Overnight Rate plus one-half of one percent (0.5%) per                 annum,  plus  (b) the Applicable Margin;  in  each case adjusted automatically                 with each change in such established, quoted or published rate or the Applicable                 Margin, all without the necessity of any notice to the Borrower or any other                 Person.         1.1.175  “US Base Rate Advance” – means an Advance in USDollars to which the US                 Base Rate is applicable.         1.1.176  “US Base Rate Loan” – means at any time the Loans, or that portion of the                 Loans,  which  the  Borrower  has  elected  or  is  deemed  to  have  elected  to                 denominate in USDollars and upon which interest is payable at the US Base                 Rate.         1.1.177  “USDollars” and the symbol “US$” – each means the lawful money for the                 time being of the United States of America in same day immediately available                 funds or, if such funds are not available, the form of money of the United States                 of America which is customarily used in the settlement of international banking                 transactions on that day.         1.1.178  “US Obligors” – means any Obligor organized and existing under the laws of                 any United States jurisdiction.         1.1.179  “Welfare Plan” – means a “welfare plan” as defined in Section 3(1) of ERISA.         1.1.180  “written”  or  “in  writing” – shall  include  printing,  typewriting,  or  any                 electronic means of communication capable of being visibly reproduced at the                 point of reception including telecopier and electronic data interchange.   1.2   Computation of Time Periods         In this Agreement, in the computation of a period of time from a specified date to a later  specified date, the word “from” means “from and including” and the words “to” and “until” each  means “to but excluding”.   1.3   Headings and Table of Contents         The headings of Articles and Sections and the table of contents are inserted for convenience  of reference only and shall not affect the construction or interpretation of this Agreement.   1.4   References         Unless otherwise specified or the context otherwise requires, all references to Sections,  Articles and Schedules are to Sections, Articles and Schedules in this Agreement.     





 






                                    - 31 -   1.5   Singular and Plural; Gender         In this Agreement, where the context admits, the singular includes the plural and vice versa;  and gender is used as a reference term only and applies with the same effect whether the parties  are of masculine or feminine gender, corporate or other form.   1.6   Generally Accepted Accounting Principles         Unless otherwise specifically provided herein, any accounting term used in this Agreement  shall have the meaning customarily given such term in accordance with IFRS and all financial  computations hereunder shall be computed in  accordance with IFRS consistently applied. That  certain items or computations are explicitly modified by the phrase “in accordance with IFRS”  shall in  no way be construed to  limit the foregoing. If  any “Accounting Changes” (as  defined  below) occur and such changes result in a change in the calculation of the financial covenant set  forth in Section 12.2, standards or terms used in this Agreement or any other Loan Documents,  then the Borrower, the Agent and the Lenders agree to enter into negotiations in good faith in order  to amend such provisions of this Agreement or such other Loan Documents so as to equitably  reflect such Accounting Changes with the desired result that the criteria for evaluating the financial  condition of any Obligor shall be substantially the same after such Accounting Changes as if such  Accounting Changes had not been made; provided, however, that the agreement of the Majority  Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders.  “Accounting Changes” means (i) changes in accounting principles required by the promulgation  of  any  rule,  regulation,  pronouncement  or  opinion  by  the  Canadian  Institute  of  Chartered  Accountants (or successor thereto or any agency with similar functions), (ii) changes in accounting  principles concurred in by the Borrower’s independent chartered accountants, and (iii) the reversal  of any reserves established as a result of purchase accounting adjustments. All such adjustments  resulting  from  expenditures  made  subsequent  to  the date of  this  Agreement  (including  capitalization of costs and expenses or the payment of liabilities incurred prior to the date of this  Agreement) shall be treated as expenses in the period the expenditures are made and deducted as  part of the calculation of Adjusted EBITDA in such period. If the Agent, the Borrower and the  Majority Lenders agree upon the required amendments (and all other Obligors shall be deemed to  agree to such amendments so agreed to by the Borrower), then after appropriate amendments have  been executed and the underlying Accounting Change with respect thereto has been implemented,  any reference to IFRS contained in this Agreement or in any other Loan Documents shall, only to  the extent of such Accounting Change, refer to IFRS, consistently applied after giving effect to the  implementation of such Accounting Change. Until such time as the Agent, the Borrower and the  Majority Lenders agree upon the required amendments, all financial statements delivered and all  calculations  of  financial  covenants  and  other  standards  and  terms  in  accordance  with  this  Agreement and the other Loan Documents shall be prepared, delivered and made without regard  to the underlying Accounting Change.   1.7   Rateable Portion of Accommodations         References in this Agreement to “on a pro rata basis”, “shared by each Lender pro  rata” or similar expressions shall mean and refer to a rateable portion or share as nearly as may  be  rateable  in  the  circumstances,  as  determined  in  good  faith  by  the  Agent.  Each  such  determination by the Agent shall be prima facie evidence of such rateable share.     





 






                                    - 32 -   1.8   Incorporation of Exhibits and Schedules         The exhibits and schedules attached hereto shall, for all purposes hereof, form an integral  part of this Agreement.   1.9   Divisions         For all purposes under the Loan Documents, in connection with any division or plan of  division:  (a) if  any  asset,  right,  obligation  or  liability  of  any  Person  becomes  the  asset,  right,  obligation or liability of a different Person, then it shall be deemed to have been transferred from  the original Person to the subsequent Person, and (b) if any new Person comes into existence, such  new Person shall be deemed to have been organized on the first date of its existence by the holders  of its equity interests at such time.                                    ARTICLE 2                     REPRESENTATIONS AND WARRANTIES   2.1   Representations and Warranties         Each Obligor represents and warrants to each Lender and the Agent, acknowledging and  confirming that each Lender and the Agent are relying thereon in entering into this Agreement and  providing accommodations hereunder, that:         2.1.1    Organization: it is duly incorporated or constituted, as applicable, organized and                 validly  existing  and  in  good  standing  under  the  laws  of  its  jurisdiction  of                 incorporation or organization;         2.1.2    Power: it is duly authorized to do business wherever the nature of its material                 Assets or activities requires authorization, and has the power and authority and                 all governmental licences, authorizations, consents, registrations and approvals                 required to (i) own and lease its Assets and to conduct the Business, and (ii)                 enter into and perform its obligations under this Agreement and the other Loan                 Documents to which it is a party;         2.1.3    Validity  and  Enforceability:  each  of  this  Agreement  and  the  other  Loan                 Documents  to  which it is  a party has  been duly  authorized by all necessary                 actions  (corporate  or  otherwise)  and  constitutes  valid  and  legally  binding                 obligations of it enforceable against it in accordance with its terms, except to                 the extent such enforcement may be restricted by any applicable bankruptcy,                 insolvency,  moratorium,  reorganization  or  other  similar  laws  affecting                 creditors’ rights generally and subject to the discretion of a court in regard to                 the remedy of specific performance and other equitable remedies;         2.1.4    No  Governmental  Authorizations  Required:  no  authorization  or  approval  or                 other action by, and no notice to or filing with, any Governmental Authority or                 regulatory body is required for the due execution, delivery and performance by                 it of this Agreement or any other Loan Document to which it is a party, except     





 






                              - 33 -            for such authorizations or approvals or other action or notice or filings as have           been validly obtained, given or filed or as to which failure to obtain or give           could not, individually or in the aggregate, have a Material Adverse Effect;   2.1.5    Breach: neither the execution and delivery of this Agreement and the other Loan           Documents by it nor compliance with the terms and provisions hereof or thereof           will:                                                        2.1.6    No  Litigation:  except  as  disclosed  in Schedule 2.1.6,  there  is  no  litigation,           action,  suit  or  arbitration  proceeding  and  there  are  no  legal  proceedings           including,  without  limitation,  insolvency  proceedings  and  Environmental           Claims, pending or to the best of its knowledge and belief, after due enquiry,           threatened in writing involving it before any court or administrative agency or           tribunal of any country or jurisdiction which could, if determined adversely,           separately or in the aggregate, have a Material Adverse Effect;   2.1.7    No Default: no event has occurred and is continuing which constitutes a Default           or an Event of Default which has not been waived or cured;   2.1.8    No Judgments,  etc.:  there are no outstanding  judgments,  writs  of execution,           work  orders,  notices  of  deficiency  capable  of  resulting  in  work  orders,           injunctions  or  directives  against  it  or  any  of  its  Assets  which  could,  if           determined adversely, separately or in the aggregate, have a Material Adverse           Effect;   2.1.9    Full Disclosure: the statements and information when furnished to the Agent           and the Lenders by it in connection with the negotiation of this Agreement, the           other Loan Documents and the commitment by the Agent and the Lenders to           provide all or part of the financing  contemplated hereby do not  contain any           untrue statements of a material fact or omit a material fact necessary to make                  





 






                              - 34 -            the  material  statements  contained  herein  or  therein  not  misleading  in  any           material respect.   2.1.10   Financial  Statements  of  the  Obligors:  with  respect  to  financial  statements           delivered  to  the  Agent  pursuant  to  Section 12.4.1,  the  consolidated  balance           sheet of the Obligors as of the financial year then ended or the financial quarter           then  ended  and  the  related  consolidated  statement  of  income  and  retained           earnings and cash flow of the Obligors for the relevant period (subject to year-          end adjustments and footnotes) then ended, are complete and accurate and fairly           present in  all  material  respects the  consolidated  financial  condition  of  the           Obligors as at such dates and the results of the operations of the Obligors for           the periods ended on such dates, all in accordance with IFRS in effect on the           date such statements were prepared; except as disclosed or reflected in such           financial statements or elsewhere in the Loan Documents (including schedules           hereto), as at the Closing Date, neither the Borrower nor any other Obligor had           any liability, contingent or otherwise, or any unrealized or anticipated loss, that,           singly or in  the aggregate, could  reasonably  be expected to  have a Material           Adverse Effect; other than the events in respect of the Covid-19 pandemic and           related impacts on the Canadian economy (individually, a “Covid-19 Event”);           since February 13, 2020, there has been no change in the consolidated financial           condition of the Obligors from that set forth in the said consolidated financial           statements which could have a Material Adverse Effect other than any Covid-          19 Event;   2.1.11   Title  to  Assets;  No  Liens;  Leases:  it  is  the  owner  of,  and  has  good  and           marketable title to, all its Assets, and the same are free and clear of all Liens,           except  for  Permitted  Liens;  it  has  the right  to  and  does  enjoy  peaceful  and           undisturbed possession under all leases under which it is leasing Assets; all such           leases are valid, subsisting and in full force and effect in all material respects;           it is not in default in the performance, observance or fulfilment of any of its           obligations under any provision of any such leases;   2.1.12   Real and Immovable Property: Schedule 2.1.12 sets forth the address of each           real or immovable Asset owned by it and the Leased Premises leased by it as of           the  date  hereof  and  in  the  case  such  Leased  Premises,  the  owner  of  record           thereof. It owns or leases no other real or immovable property as of the date           hereof,  other  than  temporary  offices  and  common  spaces  shared  with  other           tenants or users;   2.1.13   Insurance: a policy of insurance or policies of insurance in compliance with the           requirements of Section 12.5 is or are in effect in respect of it;   2.1.14   Intellectual  Property:  Schedule 2.1.14 sets  forth  all  trademarks,  patents,           industrial  designs  and  other  intellectual  property;  it  possesses  all  the           trademarks,  trade  names,  copyrights,  patents,  industrial  designs,  licences  or           rights in any thereof, reasonably necessary for the conduct of its business as           now conducted and presently proposed to be conducted and, to the best of its                  





 






                              - 35 -            knowledge, it is not infringing or alleged to be infringing on the rights of any           Person with respect to any patent, trademark, trade name, copyright (or any           application or  registration  respecting  any  thereof),  discovery,  improvement,           process,  formula,  know-how,  data,  plans,  specification,  drawing  or  the  like,           which infringement could reasonably be expected to have a Material Adverse           Effect;   2.1.15   Compliance  with  Laws:  it  is  not  in  violation  of  any  Applicable  Law  which           violation  could  reasonably  be  expected  to  have  a  Material  Adverse  Effect.           Without limiting the generality of the foregoing:                                                                (i) it  is  in  compliance  in  all  material  respects  with  all                        applicable Environmental  Laws, and (ii) it has  not  received                        any communication, whether written or oral, whether from a                        Governmental  Authority,  citizens group,  employee  or                        otherwise,  which  communication  alleges  that  it  has  not                        complied  in  all  material  respects  with  any  Environmental                        Law;                            (i) there is no Environmental Claim pending or, to the best                        of its knowledge, threatened against it which could reasonably                        be expected to have a Material Adverse Effect, and (ii) there                        are  no  present  or  past  actions,  activities,  circumstances,                        conditions, events or incidents (including, without limitation,                        the Release of any Hazardous Materials) that could form the                        basis of any Environmental Claims against it;                            it has not received any notice or order advising it that it has                        or may have any remedial obligation with respect to any such                        Releases of any Hazardous Materials or that it is or may be                        responsible for the costs of any remedial action taken or to be                        taken by any other Persons with respect to any such Releases                        of any Hazardous Materials;   2.1.16   Taxes: it has filed all federal, provincial and other tax returns which are required           to be filed and, and except for matters that, individually or in the aggregate,           could not reasonably be expected to have a Material Adverse Effect, has paid           all federal, provincial and other Taxes, interest and penalties, if any, which have           become due pursuant to such returns or pursuant to any assessment received by           it and adequate provision for payment has been made for Taxes not yet due,           except any such payment obligation which is being Properly Contested. The                  





 






                              - 36 -            charges, accruals and reserves on its books in respect of Taxes are adequate in           all material respects;   2.1.17   Future Financial Statements: the financial statements delivered from time to           time  to  the  Agent  pursuant  to  Section 12.4 are  complete  and  correct  in  all           material  respects  and  present  fairly,  in  accordance  with  IFRS  (except  for           changes therein or departures therefrom that are described in the Compliance           Certificate  accompanying  such  statements  and  that  have  been  approved  in           writing by the Auditors), the consolidated or non-consolidated, as the case may           be,  financial  position  of  the  Obligors,  as  at  their  respective  dates  and  the           consolidated  or  non-consolidated,  as  the  case  may  be,  results  of  operations,           retained earnings and cash flows of the Obligors for the respective periods to           which such statements relate, and the furnishing of the same to the Agent shall           constitute a representation and warranty by the Obligors made on the date the           same are furnished to  the Agent  to  that effect  and to  the further effect  that,           except as disclosed or reflected in such financial statements, as at the respective           dates  thereof,  neither  the  Borrower  nor  any  other  Obligor  had  any  liability,           contingent or otherwise, or any unrealized or anticipated loss, that, singly or in           the aggregate, could reasonably be expected to have a Material Adverse Effect;   2.1.18   Forecasts and Information Supplied: forecasts and projections supplied to the           Agent and the Lenders were based on good faith estimates and assumptions,           adequately disclosed therein at the time supplied, believed by it to be reasonable           at the time made, it being recognized by the Agent and the Lenders that such           projections  as  to  future  events  are not  to  be viewed as  facts  and that actual           results during the period or periods covered by such projections may differ from           projected (at the time thereof) results of or the prospects for its business. The           information included in the Beneficial Ownership Certification, as updated in           accordance with Section 12.1.8 is true and correct in all material respects;   2.1.19   No Material Adverse Effect: since February 13, 2020, there is no fact known to           it which could reasonably be expected to have a Material Adverse Effect which           has not been fully disclosed to the Agent other than a Covid-19 Event;   2.1.20   Licences;  No  Burdensome  Restrictions,  etc.:  except  as  disclosed  in           Schedule 2.1.20, it possesses all franchises, certificates, licences, permits and           other  authorizations  or  exemptions  from  regulatory  authorities  and  other           Governmental Authorities, free from burdensome restrictions or known conflict           with  the  rights  of  others,  that  are  necessary  under  Applicable  Laws  for  the           ownership, lease, maintenance and operation of its Assets and the conduct of           its business as now conducted and as proposed to be conducted, and it is not in           violation of any thereof, which failure to possess or violation could reasonably           be expected to have a Material Adverse Effect;   2.1.21   Withholding  of  Taxes,  etc.: except  for  matters  that,  individually  or in  the           aggregate, could not reasonably be expected to have a Material Adverse Effect           and  except  as  disclosed  in  Schedule 2.1.21, it  has  deducted  and  withheld                  





 






                              - 37 -            amounts from all employees for all periods in full and complete compliance           with all tax, social security, unemployment and other provisions of Applicable           Laws, and has paid or remitted such deductions or withholdings when due to           the relevant Governmental Authorities;   2.1.22   Subsidiaries  Jurisdiction  and  Capital  Stock:  each  Obligor  is  listed  on           Schedule 2.1.22 together  with  (i) its  current  jurisdiction  of  incorporation  or           constitution and its full current name, (ii) a list of the true owners of all of its           issued and outstanding  Capital Stock and the nature and percentage of such           ownership interest, (iii) the jurisdiction where its minute books are kept and           where  its  registered  office  and  chief  executive  office  is  located,  (iv)  a           description of any outstanding warrants, subscriptions, securities, instruments           or other rights of any type or nature which are convertible into, exchangeable           for  or  otherwise  provide  for  or  permit  the  issuance  of  Capital  Stock  of  any           Obligor, and (v) the location of all of its places of business and corporeal and           tangible Assets;   2.1.23   Material Contracts: it is not (i) party to or bound by any Material Contract other           than the Material Contracts listed in Schedule 1.1.111, (ii) in default to perform           or observe in any material respect its obligations under any Material Contract;           the Material Contracts are in full force and effect, and no notice nor consent is           required to be given or obtained under any Material Contract in connection with           this Agreement;   2.1.24   Debt: it has no Debt, other than Permitted Debt;   2.1.25   Corporate Chart: the corporate structure of the Borrower and the other Obligors           is set forth in Schedule 2.1.25;   2.1.26   Banking: As of the Closing Date, all of the bank accounts of the Obligors are           listed in Schedule 2.1.26, save for those bank accounts maintained with BNS;   2.1.27   Fiscal Year End: the financial year end of the Borrower is March 31;   2.1.28   Labour Matters: except as disclosed in Schedule 2.1.28, there are no strikes or           other labour disputes against it and pending or, to the best of its knowledge and           belief after due inquiry, anticipated which could reasonably be expected to have           a Material  Adverse Effect  and there are no complaints or charges  against  it           pending or, to the best of its knowledge and belief, after due inquiry, threatened           in writing to be filed with any Governmental Authority or arbitrator based on,           arising out of, in connection with, or otherwise relating to the employment or           termination of employment by it which could reasonably be expected to have a           Material Adverse Effect;   2.1.29   Canadian  Benefit  and  Pension  Plans:  the  Canadian  Pension  Plans  are  duly           registered under the provisions of the ITA and any other Applicable Law and           no  event  has  occurred  which  is  reasonably  likely  to  cause  the  loss  of  such                  





 






                              - 38 -            registered status. The Canadian Pension Plans and the Canadian Benefits Plans           have been administered in accordance, in all material respects, with the ITA and           all other Applicable Laws. All its material obligations (including fiduciary and           funding obligations) required to be performed in connection with the Canadian           Pension  Plans  and  the  funding  media  therefor  have  been  performed.  No           promises  of  benefit  improvements  under  the  Canadian  Pension  Plans  or  the           Canadian  Benefit  Plans  have  been  made  except  where  such  improvements           could not reasonably be expected to have a Material Adverse Effect. There have           been no improper withdrawals or applications of the Assets of the Canadian           Pension Plans or the Canadian Benefit Plans. Each of the Canadian Pension           Plan and Canadian Benefit Plans is funded to the extent required by Applicable           Law and there exist no going concern unfunded actuarial liabilities or solvency           deficiencies in respect of such plans except to the extent that the failure to so           comply could not reasonably be expected to have a Material Adverse Effect;   2.1.30   Solvency: it is Solvent;   2.1.31   No Omissions: it has not withheld from the Agent or any Lender any material           information  relating  to  its  financial  condition  or  business  which  would           reasonably be expected to be material to a prospective lender contemplating a           loan of the size and nature contemplated in this Agreement;   2.1.32   Representations and Warranties Concerning the US Obligors: The Borrower           hereby represents and warrants with respect to each US Obligor, that:                                                                          





 






- 39 -                                                                                                                                    





 






                                    - 40 -    2.2   Survival of Representations and Warranties         All representations and warranties of each Obligor contained herein and in any certificate  or material delivered hereunder or pursuant to any of the other Loan Documents shall be deemed  to  have  been  relied  upon  by  each  Lender  and  the  Agent  notwithstanding  any  investigation  heretofore or hereafter made by each Lender or the Agent or by their respective counsel or by any  other representative of each Lender or the Agent. All such representations and warranties shall be  deemed  to  be  given  on  the  date  of  this  Agreement  and,  except  for  the  representations  and  warranties set forth in Section 2.1.10 (which shall be read as if they referred to the most recent  financial statements delivered by the Borrower to the Agent pursuant to Section 12.4), on each  Drawdown Date, on each Conversion Date and on each date of renewal of a Bankers’ Acceptance  hereunder,  with  the  same  effect,  subject  to  and  to  the  extent  consistent  with  the  transactions  contemplated  hereby,  as  if  made  at  and  as  of  each  such  date,  by reference  to  the  facts  and  circumstances then prevailing.                                    ARTICLE 3                             THE CREDIT FACILITY   3.1   Obligations of the Lenders and Use of Proceeds         3.1.1    Credit Facility: Relying on each of the representations and warranties set out in                 ARTICLE 2 and subject to the terms of this Agreement, each Lender severally                 and not jointly or solidarily, agrees to make its respective portion of the Total                 Commitment under the Credit Facility available to the Borrower in one or more                 Advances from the Closing Date until the Maturity Date, in CDollars by way                 of Prime Rate Advances or Bankers’ Acceptances, in USDollars by way of US                 Base Rate Advances or LIBOR Advances, or in CDollars, USDollars or any                 other  currency  acceptable  to  the  Issuing  Bank  by  way  of  Letters  of  Credit;                 provided that the Lenders shall have no obligation to make any Advance or                 Conversion Advance which would result in Borrowings exceeding the amount                 of  the  Available  Commitment  or  at  any  time  that  a  Default  or  an  Event  of                 Default has occurred and is continuing under this Agreement. Advances can                 also be made to the Borrower by way of overdraft in CDollars or in USDollars                 in the Current Accounts, but only as a means of availment of the Swingline                 Loan.         3.1.2    Use of Funds: The Borrower agrees to use the proceeds of Advances to finance                 working capital and for general corporate purposes, and to finance Permitted                 Acquisitions.         3.1.3    Termination  of  the  Available  Commitment: The  Total  Commitment  shall                 terminate on the Maturity Date.     





 






                                    - 41 -   3.2   Advances under the Credit Facility         3.2.1    Subject to the terms and conditions hereof, from time to time from the Closing                 Date  until  the  Maturity  Date,  the  Borrower  may  borrow  from  the  Lenders,                 through the Agent, upon giving to the Agent prior written notice in accordance                 with Section 3.3 by means of a Notice of Borrowing in respect of a proposed                 Borrowing (other than a Swingline Advance, for which no Notice of Borrowing                 is required), up to the amount of the Available Commitment:                                                                                                                               3.2.2    Any overdraft utilization by the Borrower in any Current Account under the                 Swingline Loan relating to the Credit Facility shall be deemed to be a request                 for  a Prime Rate  Advance  for  a  utilization  in  CDollars, or  a US  Base  Rate                 Advance for a utilization in USDollars, and the credit balance in any Current                 Account shall be applied by the Agent in reduction of the Prime Rate Loans or                 US Base Rate Loans, as applicable, outstanding under the Loan.         3.2.3    In each Notice of Borrowing in which the Borrower has requested a LIBOR                 Advance, the Borrower shall specify the initial Interest Period of such LIBOR                 Advance in accordance with Section 7.3.         3.2.4    In each Notice of Borrowing in which the Borrower has requested an Advance                 by way of Bankers’ Acceptances, the Borrower shall specify the maturity date                 of such Bankers’ Acceptances in accordance with Section 8.1.3. Borrowings by                 way of Bankers’ Acceptances shall be made in accordance with ARTICLE 8.         3.2.5    Each Notice of Borrowing shall be irrevocable and be binding on the Borrower.                 In all cases the Drawdown Date shall be a Banking Day.     





 






                                    - 42 -         3.2.6    Within the limits of the Available Commitment, and subject to the other terms                 and conditions of this Agreement, the Borrower may borrow under this Section                 3.2, repay pursuant to Section 6.2 and re-borrow under this Section 3.2.   3.3   Notice Provisions         3.3.1    For  each  Borrowing  (other  than  a  Swingline  Advance),  each  optional                 repayment and each conversion with respect to the Credit Facility, the Agent                 shall have received prior to 10:00 a.m. (Montreal time) from the Borrower a                 Notice  of  Borrowing,  a  Notice  of  Optional  Repayment  or  a  Notice  of                 Conversion, as the case may be, in accordance with the following:                                                                                 3.3.2    If the Borrower gives a Notice of Borrowing to the Agent in accordance with                 Section 3.3.1,  the  Agent  shall,  on  the  same  day  it  receives  such  Notice  of                 Borrowing, notify each Lender by telecopier of the particulars of such request                 for a Borrowing and of such Lender’s Participation in the proposed Borrowing                 and  each  Lender  shall,  no  later  than  2:00  p.m.  (Montreal  time)  on  the                 Drawdown Date, make or procure to be made its Participation in the Borrowing                 available to the Agent.         3.3.3    Subject  to  the  terms  hereof,  the  Agent  shall  make  each  such  Borrowing                 available to the Borrower for value on the Drawdown Date.   3.4   Pro Rata Treatment         Except for Swingline Advances which shall be requested only from the Swingline Lender  and be made available to the Borrower by way of overdraft in the relevant Current Accounts, the  Borrower agrees to request through the Agent any Borrowing under the Credit Facility from the  Lenders pro rata in all respects according to their respective portion of the Total Commitment  determined  without  regard  to  the  Swingline  Limit,  and  the  Lenders  agree  to  make  each  such  Borrowing available to the Borrower, through the Agent, pro rata in all respects according to their  respective portion of the Total Commitment determined without regard to the Swingline Limit. A     





 






                                    - 43 -   Lender shall not be responsible for the respective portion of the Total Commitment of any other  Lender. Without prejudice to the rights of the Borrower against a Defaulting Lender, the failure or  incapacity  of  a  Lender  to  make  available  its  Participation  in  a  Borrowing  to  the  Borrower  in  accordance with its obligations under this Agreement does not release the other Lenders from their  obligations.   3.5   Accounts kept by the Agent         The Agent shall keep in its books accounts for the Loan and other amounts payable by the  Borrower under this Agreement. The Agent shall keep appropriate registers showing the amount  of the indebtedness of the Borrower in respect of the Loan and showing each payment or repayment  of principal and interest made in respect of such indebtedness. Such registers shall constitute, in  the absence of manifest error, prima facie evidence of their content against the Borrower and the  Lenders; provided that the obligation of the Borrower to pay or repay any indebtedness and liability  in accordance with the terms and conditions of this Agreement shall not be affected by the failure  of the Agent to keep such registers. The Agent shall supply any Lender and the Borrower, on  demand, with copies of such registers.   3.6   Accounts kept by each Lender         Each Lender shall keep in its books, in respect of its Participation in the Credit Facility,  accounts for the Loan and other amounts payable by the Borrower to it under this Agreement. Each  Lender shall make appropriate entries showing, as debits, the amount of the indebtedness of the  Borrower towards it in respect of the Loan, the amount of all accrued interest and any other amount  due to such Lender pursuant hereto and, as credits, each payment or repayment of principal and  interest made in respect of such indebtedness as well as other amounts paid to such Lender pursuant  hereto.   3.7   Conversion Option         At any time prior to the Maturity Date, subject to Section 6.3 and provided that no Default  or Event of Default has occurred and is continuing, the Borrower may elect to convert, by Notice  of Conversion received by the Agent, and on the Conversion Date set forth therein the Borrower  shall convert, any Prime Rate Loan, Bankers’ Acceptance, LIBOR Loan or US Base Rate Loan or  any portion thereof outstanding under the Credit Facility (each, a “Converted Advance”) into  another  basis  of  funding  under  the  Credit Facility  (each,  a  “Conversion  Advance”).  The  provisions of this Agreement relating to Prime Rate Advances, US Base Rate Advances, LIBOR  Advances and Acceptances shall apply, mutatis mutandis, to Conversion Advances comprising  Prime Rate Advances, US Base Rate Advances, LIBOR Advances and Acceptances, respectively.   3.8   Letters of Credit         Subject to the terms and conditions hereof and provided no Default or Event of Default has  occurred and is continuing, during the period from the date hereof until the Maturity Date, the  Borrower may request the issue of Letters of Credit in accordance with ARTICLE 9.     





 






                                    - 44 -   3.9   Swingline Loans         3.9.1    At any time that the Borrower is entitled to obtain Advances, and subject to this                 Section 3.9, the Borrower shall be entitled to create or increase an overdraft in                 the Current Accounts. Any such Swingline Availment shall be made by way of                 a Prime Rate Advance or a US Base Rate Advance.         3.9.2    The Borrower undertakes not to permit the Swingline Availment at any time to                 exceed  the  Swingline  Limit  at  such  time. For  greater  certainty  and                 notwithstanding any other provision of this Agreement, the Swingline Lender                 shall not be obligated to permit a Swingline Advance if at such time (A) the                 amount of such Swingline Advance would exceed the Available Commitment,                 or (B) after giving effect to any such Swingline Advance (i) the Loan plus the                 Swingline  Availment  would  exceed  the Total  Commitment at  such  time;  or                 (ii) the Swingline Availment would exceed the Swingline Limit.         3.9.3    It is the intention of the parties hereto that the Swingline Loan be available to                 the  Borrower pending  the  obtaining  of  Advances  pursuant  to Section 3.2.                 Accordingly,  if  on  any  Banking  Day  the  Swingline  Availment  exceeds  the                 Swingline Limit or, from time to time, as the Swingline Lender, in its sole and                 entire  discretion,  deem  it  appropriate,  the Swingline  Lender  shall  deliver  a                 written notice to the Agent (which in turn will provide notice to, in accordance                 with  the  provisions  of  this  Agreement,  each  Lender  and the  Borrower),                 requiring  repayment  of  the  Swingline  Availment  then  outstanding  or  any                 portion  thereof  in  the  manner  set  forth  in  the  following  sentences  of  this                 Section 3.9.3. Such written notice from the Swingline Lender to the Agent shall                 be delivered not later than 10:00 a.m. (Montreal time) one (1) Banking Day                 prior  to  the  proposed  date  of  repayment  of  the  Swingline  Availment  then                 outstanding or any portion thereof and any repayment amount specified in such                 notice  shall  be  in  a  minimum  amount  of  C$1,000,000  and in multiples  of                 C$100,000 in excess thereof. The Borrower shall be deemed to have given at                 such time a Notice of Borrowing to the Agent requesting a Prime Rate Advance                 under the Credit Facility in an amount equal to the portion of the Swingline                 Availment  owing  by the  Borrower and  to  be  repaid  as  specified  by  the                 Swingline  Lender. If  the  aggregate  principal  amount  of  all  such  requested                 Advances and the Loan outstanding would not exceed the Total Commitment                 at  such  time,  the  Lenders  shall  make  such  requested  Advances  on  the  next                 Banking Day and the Agent shall apply the proceeds thereof in full or partial                 repayment, as the case may be, of the Swingline Availment then outstanding.                 The Agent shall promptly notify the Borrower of any such Advance made, and                 the  Borrower agrees to  accept  each  such  Advance  and  hereby  irrevocably                 authorizes and directs the Agent to apply the proceeds thereof in payment of the                 Swingline Loan as aforesaid.         3.9.4    If at any time that the Total Commitment has been terminated following an                 Event of Default as provided in Section 14.2 and the Loan is not outstanding     





 






                                    - 45 -                  rateably  from  the Lenders (with the outstanding Swingline Availment being                 deemed  for  such  purpose  outstanding  under  the Swingline  Lender’s Total                 Commitments), any Lender from which excess Advances are outstanding (the                 “Surplus Lender”) shall sell to any Lender from which deficit Advances are                 outstanding (the “Deficit Lender”), and the Deficit Lender shall purchase from                 the Surplus Lender, for cash, at par, without representation or warranty from or                 recourse to the Surplus Lender, an interest in such of the Advances outstanding                 from the Surplus Lender as results in the ratio of the Advances outstanding from                 all Lenders being equal to the ratio of their Total Commitments. The intention                 of  this  Section 3.9.4 is  that  when  any  and  all  purchases  and  sales  required                 hereby  have  been  completed,  the  outstanding  Advances  under  the Credit                 Facility will  be  outstanding  rateably  from  the  Lenders. The  Agent, upon                 consultation with the Lenders, shall have the power to settle any documentation                 required to evidence any such purchase and sale and, if deemed advisable by                 the  Agent,  to  execute  any  document  as  attorney  for  any  Lender  in  order  to                 complete  any  such  purchase  and  sale. The  Borrower and  the  Lenders                 acknowledge that the foregoing arrangements are to be settled by the Lenders                 among  themselves,  and the  Borrower  expressly  consents to  the  foregoing                 arrangements among such Lenders.         3.9.5    Each Lender shall  indemnify  and  save  harmless  the  Swingline  Lender  on  a                 rateable  basis  based  on  the Total Commitment  of  each  Lender  against  all                 liabilities,  obligations,  losses,  damages,  penalties,  actions,  judgments,  suits,                 costs, expenses, payments or disbursements of any kind or nature whatsoever                 which may be imposed on, incurred by or asserted against the Swingline Lender                 in any way related to or arising out of the Swingline Loan or any Swingline                 Advance made by the Swingline Lender, except for any such liabilities resulting                 from the gross or intentional fault of the Swingline Lender.                                    ARTICLE 4                                  ACCORDION   4.1   Accordion         The Borrower shall have the right to request, upon at least sixty (60) days written notice to  the Agent, to increase the amount of the Credit Facility by up to C$15,000,000 in the aggregate at  any  time,  subject  to  a  minimum  amount  of C$10,000,000  for  each  request,  on  or  before  the  Maturity Date,  to  the  extent  that the  Agent  has  received  binding  commitments  from  existing  Lenders for the entire amount requested (the “New Commitments”), provided that (i) no Default  or Event of Default shall have occurred and then be continuing (without having been cured or  waived as provided in this Agreement) or shall result from such increase, (ii) no commitment of  any Lender shall be increased without the written consent of such Lender, (iii) no Default or Event  of Default shall have occurred or be continuing on the date such increase may take effect or after  giving effect to the New Commitments, including without limitation, compliance with the financial  covenants set forth in Section 12.2, (iv) the New Commitments of the Lenders shall be effected  pursuant  to an  amendment  to  this  Agreement in  form  and  substance acceptable  to  the  Agent     





 






                                    - 46 -   executed and delivered by the Borrower, the other Obligors, the Lenders and the Agent, (v) the  Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably  requested by the Agent in connection with such transaction, and (vi) the Borrower shall pay to the  Agent a fee to be determined at the time the request to draw the Accordion is made.         No Lender shall be under any obligation or commitment to agree to any request under this  ARTICLE 4 and if all conditions set forth herein for the New Commitments are not being complied  with, the amount of the Credit Facility shall not be increased.                                     ARTICLE 5                        EXTENSION OF MATURITY DATE   5.1   Extension of Maturity Date         5.1.1    Subject to the terms and conditions of this Agreement and provided that no                 Default or Event of Default has occurred and is continuing, by notice in writing                 to the Agent no more than one hundred and twenty (120) days and no less than                 ninety (90) days prior to each anniversary of the Closing Date occurring at any                 time after the second anniversary of the Closing Date, the Borrower may request                 that the then current Maturity Date of the Credit Facility be extended by one (1)                 additional year (a “Request”). The Agent shall forthwith on receipt of a Request                 give a copy of such Request to each Lender.         5.1.2    Each Lender may, in its sole discretion, by notice in writing to the Agent (a                 “Confirmation Notice”) no later than sixty (60) days after the date of receipt                 by the Agent of the Request, either agree to such Request or refuse to agree to                 such Request, and if a Lender fails to give such a notice within such delay it                 shall be deemed to have refused to agree to such Request. Any agreement by a                 Lender to such Request shall be deemed for all purposes to be conditional upon                 all Lenders having given the Agent a notice agreeing to such Request no later                 than sixty (60) days after the date of receipt by the Agent of such Request.         5.1.3    If the Agent shall have received by no later than sixty (60) days after the date                 of the receipt by the Agent of such Request a notice from each Lender by which                 each  Lender  agrees  to  such  Request,  the  Agent  shall  forthwith  send  a                 Confirmation Notice confirming that the Lenders agree to such Request, and                 that the then current Maturity Date of the Credit Facility shall thereupon be                 extended by one (1) additional year.         5.1.4    No  Lender  shall  be  under  any  obligation  or  commitment  to  agree  to  any                 Request. If no Borrower sends any Request when it was entitled to do so or if                 any Lender does not agree to any Request as hereinabove provided, and as a                 result of any such failure to agree by any Lender, the Agent does not send a                 Confirmation  Notice  within  the  delay  indicated  in  Section 5.1.3,  then  the                 current  Maturity  Date  of  the  Credit  Facility  shall  not  be  extended  and  the                 Borrower shall have no further rights to request any further extension of the                 Maturity Date of the Credit Facility.     





 






                                    - 47 -         5.1.5    On the Maturity Date of the Credit Facility, any undrawn portion of such Credit                 Facility  shall  be  automatically  cancelled  and  the  Commitment  shall  be                 automatically terminated.                                    ARTICLE 6                                   REPAYMENT   6.1   Mandatory Repayment of the Loans         6.1.1    Credit Facility. The Borrower shall repay in full the Loan to the Lenders on the                 Maturity  Date  together  with  all  unpaid  interest  accrued  and  other  amounts                 owing  and  unpaid  under  or  pursuant  to  this  Agreement  and  the  other  Loan                 Documents in respect of or in connection with the Credit Facility. In the event                 that on the Maturity Date there are any outstanding Bankers’ Acceptances or                 Letters of Credit under the Credit Facility, the Borrower shall thereupon provide                 the Agent for the account of the Lenders with funds for the full face amount of                 all such Bankers’ Acceptances and for the full amount of the Letter of Credit                 Exposure,  it  being  understood  and  agreed  that,  subject  to  the  compensation                 rights of the Agent and the Lenders, all funds provided by the Borrower to the                 Lenders to cover any Letter of Credit Exposure shall be returned by the Agent                 to the Borrower to the extent any Letters of Credit then outstanding are not                 drawn upon.                  Should the  amount  of  any  payment  by  the  Borrower  be  applied  against                 repayment of any LIBOR Loan Portion on a day other than the last day of the                 then  current  Interest  Period  with  respect  of  such  LIBOR  Loan  Portion,  the                 Borrower  shall,  in  addition,  pay  the  amount  calculated  as  set  forth  in                 Section 10.11.3.         6.1.2    Mandatory repayments. In addition to the repayment requirements set out in                 Section 6.1.1, the Borrower shall repay the Loan from (i) the net proceeds of                 Assets sales made outside of the ordinary course of business of the Obligors                 (other than sales of inventory in the ordinary course of business) exceeding an                 aggregate  amount  of  C$2,500,000  per  annum,  unless  such  proceeds  are                 reinvested  by  the Obligors in  its  working  capital  within  180  days  after  the                 receipt  of  such  proceeds,  (ii)  insurance  proceeds  in  an  aggregate  amount                 exceeding C$2,500,000 per annum (other than business interruption insurance                 proceeds) not otherwise reinvested by the Obligors within 180 days after the                 receipt of such proceeds, (iii) 100% of equity offerings, Debt (other than equity                 offering  or  Debt  otherwise  permitted  under  this  Agreement  or  related  to  a                 Permitted  Acquisition  or  Debt  otherwise  approved  by  the  Lenders),  private                 placement of debt or any other debt related vehicle providing additional funding                 to any Obligor. All such mandatory prepayments shall be made without penalty                 or premium (except for breakage costs, if any) and shall be applied in reduction                 of the Credit Facility, the whole as determined by the Agent.  Notwithstanding                 anything contained in this Agreement, the incurrence by the US Obligors of a     





 






                                    - 48 -                  SBA  PPP  Loan  shall  not  trigger  a  mandatory  prepayment  or  constitute  a                 prepayment event under this Agreement.         6.1.3    Excess Resulting From Exchange Rate Change. Any time that, following one                 or more fluctuations in the exchange rate of the US Dollars against the Canadian                 Dollar, the sum of:                  6.1.4    the Equivalent Amount in Canadian Dollars of Obligations in US                          Dollars; and                  6.1.5    the Obligations in Canadian Dollars;                  exceeds the amount of the Credit Facility then available, the Borrower shall                 promptly make the necessary payments or repayments to the Agent to reduce                 the Obligations under the Credit Facility to an amount equal to or less than the                 available amount under such Credit Facility. Without in any way limiting the                 foregoing provisions, the Agent shall, on a monthly basis, make the necessary                 exchange rate calculations to determine whether any such excess exists on such                 date and, if there is an excess, it shall so notify the Borrower.   6.2   Optional Repayments         6.2.1    Repayment  of  the  Loan. At any  time  prior  to  the  Maturity  Date,  subject  to                 Section 6.3, the Borrower may elect to repay without penalty any Prime Rate                 Loan or US Base Rate Loan outstanding under the Credit Facility with interest                 accrued to the date of such repayment. Bankers Acceptances and LIBOR Loans,                 subject to breakage costs set forth in Section 10.11.3, cannot be repaid prior to                 their maturity. Within the limits of the Available Commitment, and subject to                 the  terms  of  this  Agreement,  the Borrower may  reborrow  under  the  Credit                 Facility  any  amount  so  repaid;  for  greater  certainty,  the Borrower may  not                 reborrow any amount prepaid after the Maturity Date. The provisions of this                 Section 6.2.1 and Section 6.3 shall not apply to the repayment of Swingline                 Advances, which repayment may be made by the Borrower at any time and                 without notice.         6.2.2    Repayment of Letters of Credit. Any outstanding Letter of Credit may not be                 repaid or discharged prior to the expiry date of such Letter of Credit, except by                 the Issuing Bank, the Agent and the Lenders being fully released and discharged                 of all of their liabilities and obligations arising from such Letter of Credit and                 by written evidence reasonably satisfactory to the Agent of such full release and                 discharge being delivered to the Agent together with the original of such Letter                 of Credit which shall be returned to the Issuing Bank.   6.3   Requirements for Optional Repayments and Conversions         Each optional repayment pursuant to Section 6.2 and conversion pursuant to Section 3.7  shall be subject to the following terms and conditions:     





 






                                    - 49 -         6.3.1    Each optional repayment shall be subject to the delivery of a Notice of Optional                 Repayment to the Agent at least two (2) Banking Days prior to such repayment                 and shall be made on such Optional Repayment Date specified in such Notice                 of Optional Prepayment.         6.3.2    Each conversion from a Prime Rate Loan shall be in a minimum amount of                 C$500,000 or such larger amount as is an integral multiple of C$100,000 and                 shall be made on the Banking Day specified in the Notice of Conversion.         6.3.3    Each conversion from a US Base Rate Loan shall be in a minimum amount of                 US$500,000 or such larger amount as is an integral multiple of US$100,000                 and shall be made on the Banking Day specified in the Notice of Conversion.         6.3.4    Each  conversion  from  a LIBOR Loan  shall  be  in  a  minimum  amount  of                 US$1,000,000 or such larger amount as is an integral multiple of US$500,000                 and shall be made on the Banking Day specified in the Notice of Conversion.         6.3.5    Each conversion from a Banker’s Acceptance shall be in a minimum amount of                 C$1,000,000 or such larger amount as is an integral multiple of C$500,000 and                 shall be made on the Banking Day specified in the Notice of Conversion.         6.3.6    The Borrower shall have given the Agent notice in accordance with Section 3.3                 for each repayment and each conversion, each notice stating the proposed date                 of the repayment or conversion and either the aggregate principal amount and                 currency of the repayment or the aggregate principal amount and currency of                 the Converted Advance and the type of Conversion Advance.         6.3.7    Each Notice of Optional Repayment shall be irrevocable and be binding on the                 Borrower,  and  the  Borrower shall  repay  on  the  Optional  Repayment  Date                 specified  in  such  notice  in  the  relevant  currency, as  applicable,  the  amount                 stated in such notice with accrued interest to the date of such repayment. Each                 Notice of Conversion shall be irrevocable and be binding on the Borrower.         6.3.8    Any  repayment or  conversion of any LIBOR Loan  or  Bankers’  Acceptance                 shall be made only on the last day of the then current Interest Period of such                 LIBOR Loan or on the maturity date of such Bankers’ Acceptance.         6.3.9    Any  such  repayment  or  conversion  which  results  in  the  repayment  or                 conversion of any LIBOR Loan on a day other than the last day of its then                 current Interest Period or of any Banker’s Acceptance on a day other than the                 maturity date thereof shall be subject to the payment by the Borrower of the                 breakage expenses specified in Section 10.11.3.   6.4   Authority to Debit         In respect of all amounts payable by any Obligor under this Agreement or the other Loan  Documents, each Obligor hereby irrevocably authorizes and instructs the Agent or any Lender to     





 






                                    - 50 -   withdraw from or debit, from  time to  time when such amounts  become due and payable, any  account  of  such  Obligor  maintained  with  BNS  or  any  other  Lender  or  any  of  their  respective  Affiliates for the purpose of satisfying payment thereof.   6.5   LIBOR Loans – Renewals and Deemed Conversions         At least three (3) Banking Days prior to the last day of the then current Interest Period of  each LIBOR Loan Portion, the Borrower shall either (a) give a Notice of Conversion pursuant to  Section 3.7 to convert such LIBOR Loan Portion into another basis of funding, or (b) by written  notice to the Agent, select a new Interest Period in accordance with Section 7.6 applicable to such  LIBOR Loan Portion commencing on the last day of such Interest Period. If the Borrower fails to  give a Notice of Conversion or a notice selecting a new Interest Period in accordance with the  foregoing, then on the last day of the Interest Period in respect of such LIBOR Loan Portion, the  Borrower shall be deemed to have notified the Agent of its intention to convert such LIBOR Loan  Portion  into a US  Base  Rate Loanon the last  day of the  Interest  Period  of such LIBOR  Loan  Portion, and on the last day of such Interest Period, such LIBOR Loan Portion shall be converted  into a US Base Rate Loan and interest thereon shall be payable at the US Base Rate.   6.6   Sharing of Payments         Notwithstanding Article 5 of the Provisions, prior to the occurrence and continuation of  any Event of Default, the Swingline Lender may obtain any payment in any manner whatsoever  of  any  amount  forming  part  of  the  Swingline  Loan,  retain  any  such  payment  and  apply  same  against  the  Swingline  Loan  and  any  other  amounts  owing  in  respect  of  the  Swingline  Loan  (including, without limitation, interest thereon) and the Swingline Lender shall have no obligation  to remit to or share with the other Lenders any such payment.                                    ARTICLE 7                              INTEREST AND FEES   7.1   Interest         The Borrowings shall bear interest from the date of each Advance, calculated on a daily  basis and payable in arrears, on a Prime Rate Loan at the Prime Rate, on a US Base Rate Loan at  the US Base Rate and on each LIBOR Loan at the applicable LIBOR for such LIBOR Loan for  the then current Interest Period, and all overdue amounts shall bear interest in accordance with  Section 7.7. All outstanding amounts shall bear interest both before and after default and before  and after judgment at the rates determined as aforesaid.   7.2   Payment of Interest on Prime Rate Loans (excluding the Swingline Loan)         On each Interest Payment Date in respect of a Prime Rate Loan, the Borrower shall pay to  the Agent interest at the Prime Rate. The Borrower will pay this interest in arrears for the period  up to but excluding such Interest Payment Date. The Agent will compute the interest on the basis  of the actual number of days elapsed in the period for which such interest is payable divided by  the actual number of days of the year. The applicable rate of interest for a Prime Rate Loan will  change simultaneously with any change in the Prime Rate or the Applicable Margin.     





 






                                    - 51 -   7.3   Payment of Interest on LIBOR Loans    On each Interest Payment Date in respect of each LIBOR Loan, the Borrower shall pay to the  Agent interest at LIBOR for the applicable Interest Period. Upon determination of the applicable  rate of interest on any LIBOR Loan, the Agent shall notify the Borrower of this rate. The Agent  will compute the interest on the basis of the actual number of days elapsed in the period for which  such interest is payable divided by three hundred and sixty (360). The applicable rate of interest  for each LIBOR Loan will change simultaneously with any change in LIBOR or the Applicable  Margin.  7.4   Payment of Interest on US Base Rate Loans (excluding the Swingline Loan)         On each Interest Payment Date in respect of a US Base Rate Loan, the Borrower shall pay  to the Agent interest at the US Base Rate. The Borrower will pay this interest in arrears for the  period up to but excluding such Interest Payment Date. The Agent will compute the interest on the  basis of the actual number of days elapsed in the period for which such interest is payable divided  by the actual number of days of the year. The applicable rate of interest for a US Base Loan will  change simultaneously with any change in the US Base Rate or the Applicable Margin.   7.5   Payment of Interest on the Swingline Loan         On each Interest Payment Date in respect of a Swingline Loan, the Borrower shall pay to  the Swingline Lender interest at the Prime Rate or the US Base Rate, as applicable. The Borrower  shall pay this interest in arrears for the period up to but excluding such Interest Payment Date. The  Swingline Lender will compute the interest on the basis of the actual number of days elapsed in  the period for which such interest is payable divided by the actual number of days of the year. The  applicable rate of interest for a Swingline Loan will change simultaneously with any change in the  Prime Rate, the US Base Rate or the Applicable Margin.    7.6   Selection of Interest Periods          In  each  Notice  of  Borrowing  delivered  pursuant  to  Section 3.2 and  each  Notice  of  Conversion delivered pursuant to Section 3.7 in which the Borrower has elected a Borrowing or  Conversion Advance by way of a LIBOR Loan, the Borrower shall, and at least three (3) Banking  Days prior to the last day of each Interest Period in respect of such LIBOR Loan, select the Interest  Period applicable to such LIBOR Loan commencing on the Drawdown Date, Conversion Date or  last day of the Interest Period, as the case may be, and ending on a Banking Day, which period  shall be one (1) month, two (2) months or three (3) months, as the Borrower may elect, but not  exceeding the Maturity Date.   7.7   Default Interest         To the extent permitted under the Interest Act (Canada), if the Borrower defaults in any  payment of principal, interest or any other amount due pursuant to this Agreement, or if any other  Default occurs under this Agreement, the Borrower shall pay to the Agent for the account of the  Lenders (or the Swingline Lender in respect of the Swingline Loan) on demand interest on such  overdue principal, interest or other amount, from the date such amount is due until the date it is     





 






                                    - 52 -   paid in full, and all interest on overdue principal, all overdue interest and all interest on overdue  interest shall be compounded monthly, at the following rates per annum:         7.7.1    with respect to the LIBOR Loan and any LIBOR Advance which is not paid                 when due, the Borrower shall be deemed to have elected that the amount of                 principal of such LIBOR Loan or such LIBOR Loan or LIBOR Advance shall                 thereupon automatically cease to be a LIBOR Loan or a LIBOR Advance and                 shall be converted into a US Base Rate Advance and the Borrower shall pay                 interest on all such overdue principal, interest and interest on interest at the US                 Base Rate plus Level IV of the Applicable Margin plus two percent (2%) per                 annum;         7.7.2    on overdue principal of, and overdue interest on, the Prime Rate Loan and any                 other amounts owing in CDollars, including by way of Bankers’ Acceptance,                 at the Prime Rate plus Level IV of the Applicable Margin plus two percent (2%)                 per annum;         7.7.3    on overdue principal of, and overdue interest on, the US Base Rate Loan and                 any other amounts owing in USDollars, at the US Base Rate plus Level IV of                 the Applicable Margin plus two percent (2%) per annum.   7.8   Determination of Interest Rates         7.8.1    Each determination by the Agent from time to time of the Prime Rate, the US                 Base Rate, LIBOR, any Discount Rate and any Applicable Margin shall, in the                 absence of manifest error, be final, conclusive and binding upon the Borrower                 and the Lenders.         7.8.2    For the purposes of the Interest Act (Canada):                                                                           





 






                                    - 53 -   7.9   Acceptance Fee         If the Borrower notifies the Agent pursuant to Section 3.3 that a Borrowing, a Conversion  Advance or a renewal is to be made by way of Bankers’ Acceptances or BA Equivalent Advances,  the Borrower shall pay in CDollars at or prior to the time of the Acceptance of each Bankers’  Acceptance an Acceptance  Fee on the  face value of  each Bankers’ Acceptance accepted by a  Lender. The Acceptance Fee shall be computed on the basis of the actual number of days of the  Bankers’ Acceptance divided by the actual number of days of the year.   7.10  Standby Fees         7.10.1   In the case of the Credit Facility, the Borrower shall pay to the Agent, on the                 last Banking Day of each calendar quarter, a Standby Fee calculated on a daily                 basis on the amount of the unused portion of the Credit Facility during such                 period at the rate per annum equal to the Applicable Margin for such Standby                 Fee.          7.10.2   Such Standby Fee shall accrue from day to day and be calculated on the basis                 of a year of 365 (or 366 in a leap year) days for the actual number of days                 elapsed. Under no circumstances shall any such Standby Fee be refundable,                 either in whole or in part, even if no Advance is ever made under the terms                 hereof.         7.10.3   For purpose of determining the Standby Fee in respect of any unused portion of                 the Credit Facility, the Equivalent Amount of any Advances in any currency                 other than CDollars shall be determined by reference to the Bank of Canada                 noon spot rate (or the rate published by the Bank of Canada around 4:30 p.m.                 when  the  Bank  of  Canada  stops  publishing  noon  rate)  in  effect  on  the  first                 Banking Day of each calendar month.   7.11  Agency Fee         The Borrower agrees to pay the Agent an annual agency fee, payable in advance on the  Closing Date and annually on each anniversary date of the Closing Date thereafter during the term  of this Agreement, in accordance with the provisions of the Fee Letter.   7.12  Other Fees         The Borrower shall pay any other fees set forth in the Fee Letter in accordance with the  provisions thereof.     





 






                                    - 54 -                                    ARTICLE 8                            BANKERS’ ACCEPTANCES   8.1   Bankers’ Acceptances         Subject to the terms and conditions hereof, the Borrower may borrow from the Lenders on  any Banking Day up to the amount of the Available Commitment of each Lender, as applicable,  by way of Acceptances upon giving to the Agent prior written notice in accordance with Section  3.3, by means of a Notice of Borrowing, and provided that:         8.1.1    each  Bankers’  Acceptance  is  denominated  in  CDollars  and  the  minimum                 aggregate amount of each Borrowing by way of Bankers’ Acceptances shall be                 C$1,000,000 or in integral multiples of C$500,000 in excess of such amount;         8.1.2    each Lender shall have received a Bankers’ Acceptance in the principal amount                 of such Lender’s proportion of such Borrowing from such Lender in due and                 proper form duly completed and executed by the Borrower, or by each Lender                 on  its  behalf  pursuant  to  the  provisions  of  Section 8.5,  and  presented  for                 acceptance  to  such  Lender  prior  to  10:00  a.m.  (Montreal  time)  on  the                 Drawdown Date and the Acceptance Fee shall have been paid to the Agent, for                 the account of such Lender, at or prior to such time;         8.1.3    each Bankers’ Acceptance shall be stated to mature on a Banking Day no later                 than the Maturity Date which is approximately twenty-eight (28) to ninety-two                 (92)  days  from  the  date  of  its  Acceptance,  the  whole  subject  to  market                 availability;         8.1.4    no Bankers’ Acceptance may be prepaid prior to its maturity date;         8.1.5    no days of grace shall be permitted on any Bankers’ Acceptance; and         8.1.6    the aggregate face amount of the Bankers’ Acceptances to be accepted by a                 Lender  shall  be  determined  by  the  Agent  by  reference  to  such  Lender’s                 respective portion of the Total Commitment, except that, if the face amount of                 a  Bankers’  Acceptance  which  would  otherwise  be  accepted  by  a  Lender                 pursuant  to  a  Borrowing  would  not  for  any  reason  be  a  whole  multiple  of                 C$500,000, such face amount shall be increased or reduced by the Agent in its                 sole discretion to the nearest whole multiple of C$500,000, as appropriate.   8.2   Payments at Maturity and Renewals         Prior to the maturity date of each Bankers’ Acceptance, the Borrower shall either (a) give  a  Notice  of  Conversion  pursuant  to  the  relevant  Section  hereof  to  convert  such  Bankers’  Acceptance into another basis of funding, or (b) by written notice to the Agent, request that the  Loan or that part referred to in such notice outstanding by way of Bankers’ Acceptance be renewed  in the same form of Borrowing for a term commencing on the maturity date of such Bankers’  Acceptance, and the provisions of this Agreement relating to Bankers’ Acceptances shall apply     





 






                                    - 55 -   mutatis  mutandis to  such  renewal.  If  for  any  reason  the  Borrower  fails  to  give  a  Notice  of  Conversion or  a  renewal  notice  in  accordance  with  the  foregoing,  it  shall  be  deemed  for  all  purposes to have received on the maturity date of each such Bankers’ Acceptance a Prime Rate  Advance in an amount equal to the face value of each such Bankers’ Acceptance (which Banker’s  Acceptance shall be repaid with the proceeds of said Prime Rate Advance) and it shall pay interest  thereon at the Prime Rate until repayment thereof in full, the whole notwithstanding the fact that  any Bankers’ Acceptances may be held by a Lender in its own right at maturity. Thereupon the  Borrower acknowledges, agrees and confirms with the Lenders that the records of each Lender in  respect of payment of any Bankers’ Acceptance by such Lender shall be binding on the Borrower  and shall be conclusive evidence, in the absence of manifest error, of a Prime Rate Advance to the  Borrower and of an amount owing by the Borrower to such Lender. The Borrower further agrees  that if an Event of Default shall occur prior to the date upon which any Bankers’ Acceptance is  issued by the Borrower are payable by a Lender, thereupon the Borrower shall provide such Lender  with funds for the full face amount of all such Bankers’ Acceptances, notwithstanding the fact that  any such Bankers’ Acceptance may be held by such Lender in its own right at maturity; provided,  however, that if for any reason the Borrower fails to make such payment in respect of any Bankers’  Acceptance, thereupon the Borrower shall be deemed for all purposes to have received a Prime  Rate  Advance  in an  amount  equal  to  the  face  amount  of  such  Bankers’  Acceptance  and  the  Borrower shall pay interest thereon at the Prime Rate until repayment thereof in full.   8.3   BA Equivalent Advances         In the event a Lender is unable to accept Bankers’ Acceptances, such Lender shall have the  right at the time of accepting drafts to require the Borrower to accept an Advance from such Lender  in lieu of the issue and acceptance of a Bankers’ Acceptance requested by the Borrower to be  accepted so that there shall be outstanding while the Bankers’ Acceptances are outstanding BA  Equivalent Advances from such Lender as contemplated herein. The principal amount of each BA  Equivalent  Advance  shall  be  that  amount  which,  when  added  to  the  face  amount  of  interest  (calculated at the Discount Rate) which will accrue during the BA Equivalent Interest Period shall  be equal, at maturity, to the face amount of the drafts which would have been accepted by such  Lender had it accepted Bankers’ Acceptances. The “BA Equivalent Interest Period” for each BA  Equivalent Advance shall be equal to the term of the drafts presented for acceptance as Bankers’  Acceptances on the relevant Drawdown Date or Conversion Date.         On the relevant Drawdown Date, Conversion Date or renewal date, the Borrower shall pay  to the Agent a fee equal to the Acceptance Fee which would have been payable to such Lender if  it were a Lender accepting drafts having a term to maturity equal to the applicable BA Equivalent  Interest Period and an aggregate face amount equal to the sum of the principal amount of the BA  Equivalent  Advance  and  the  interest  payable  thereon  by  the  Borrower  for  the  applicable  BA  Equivalent Interest Period.         The provisions of this Agreement dealing with Bankers’ Acceptances shall apply, mutatis  mutandis, to BA Equivalent Advances.     





 






                                    - 56 -   8.4   Purchase of Bankers’ Acceptances         Each Bankers’ Acceptance issued pursuant to this Agreement shall be purchased by the  Lender accepting such Bankers’ Acceptance for the applicable Discounted Proceeds thereof. In  each case, upon receipt of such Discounted Proceeds from the Lenders and upon fulfilment of the  applicable conditions set forth in ARTICLE 11, the Agent shall make such funds available to the  Borrower in accordance with this Agreement.         Upon  each  issue  of  Bankers’  Acceptances  as  a  result  of  the  conversion of  outstanding  Borrowings into Bankers’ Acceptances or renewal of Bankers’ Acceptances, the Borrower shall,  concurrently with the conversion, pay in advance to the Agent on behalf of the Lenders, the amount  by which the face value of such Bankers’ Acceptances exceeds the Discounted Proceeds of such  Bankers’  Acceptances,  to  be  applied  against  the  principal  amount  of  the  Borrowing  being  so  converted. The Borrower shall at the same time pay to the Agent the applicable Acceptance Fee.         The Borrower acknowledges and agrees that each Lender may, at any time, arrange for its  Participant or Eligible Assignee to accept and purchase Bankers’ Acceptances hereunder. Any  such acceptance by a Participant or Eligible Assignee shall be deemed to be an Acceptance by  such Lender for the purposes of this Agreement.   8.5   Power of Attorney         In order to facilitate issuance of Bankers’ Acceptances pursuant hereto, in accordance with  the instructions given from time to time by the Borrower, the Borrower hereby authorizes each  Lender,  and  for  this  purpose  appoints  each  Lender  its  lawful  attorney,  to  complete  and  sign  Bankers’  Acceptances  on  its  behalf,  in  handwritten  or  facsimile  or  mechanical  signature  or  otherwise, and once so  completed, signed and endorsed, and following  acceptance of them as  Bankers’  Acceptances,  to  purchase,  discount  or  negotiate  such  Bankers’  Acceptances  in  accordance with the provisions of this ARTICLE 8, and to provide the net Discounted Proceeds to  the Agent in accordance with the provisions hereof. Drafts so completed, signed, endorsed and  negotiated on behalf of the Borrower by any Lender shall bind the Borrower as fully and effectively  as if so performed by an authorized officer of the Borrower. Each Lender shall maintain a record  with respect to such instruments (i) received by it hereunder, (ii) voided by it for any reason, (iii)  accepted by it hereunder, and (iv) cancelled at their respective maturities. Each Lender agrees to  provide such records to the Borrower promptly upon request and, at the request of the Borrower,  to cancel such instruments which have been so completed and executed and which are held by  such Lender and have not yet been issued hereunder.                                    ARTICLE 9                              LETTERS OF CREDIT   9.1   Letter of Credit Commitment         Subject to the terms and conditions hereof, BNS, as initial Issuing Bank, on behalf of the  Lenders, and in reliance on the agreements of the Lenders set forth in Section 9.2 agrees to issue,  for the account of the Borrower, Letters of Credit in CDollars, USDollars or any other currency  acceptable to the Issuing Bank under the Credit Facility on any Banking Day during the period     





 






                                    - 57 -   from the date hereof until the date occurring one month prior to the Maturity Date; provided that  the term of any Letter of Credit shall not exceed 364 days or end after the Maturity Date, the Letter  of Credit Exposure in respect of such Letters of Credit shall not cause the then Total Commitment  to be exceeded, and the Letter of Credit Exposure in respect of such Letters of Credit shall not  exceed C$2,500,000 at any time.   9.2   Letter of Credit Participations         The Issuing Bank irrevocably grants, and in order to induce the Issuing Bank to issue its  Letters of Credit hereunder, each Lender irrevocably accepts and hereby purchases for its own  account  and  risk  from  the  Issuing  Bank,  on  the  terms  and  conditions  hereinafter  stated,  an  undivided interest equal to such Lender’s Participation in the Issuing Bank’s obligations and rights  under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Bank  thereunder. Each Lender unconditionally and irrevocably agrees with the Issuing Bank that, on or  before the close of business of the Issuing Bank, on each day on which a draft is paid under a Letter  of Credit for which the Issuing Bank is not reimbursed in full by the Borrower in accordance with  the  terms  of  this  Agreement,  including,  without  limitation,  pursuant  to Section 9.8.1 (a  “Participation Date”), such Lender will pay to the Agent for the account of the Issuing Bank at  the  Agent’s  office  specified  in  Section 10.1 such  Lender’s  Participation  of  any  unpaid  Reimbursement  Obligation.  This  obligation  of  each  Lender  is  unconditional  and,  for  greater  certainty, shall apply both before and after the occurrence of any Default or Event of Default, both  before and after the Maturity Date and both before and after the termination or cancellation of the  Total Commitment. The Issuing Bank shall notify the Agent and each Lender of the occurrence of  a Participation Date, and the amount payable by it to the Issuing Bank based on such Lender’s  Participation. Any such notice may be oral if promptly confirmed in writing (including telecopy).  If any Lender fails to make any such payment on or prior to the first Banking Day after such Lender  receives notice as provided above, then interest shall accrue on such Lender’s obligation to make  such  payment  during  the  period  from  such  Banking  Day  to  the  day  such  Lender  makes  such  payment (or if earlier, the date on which the Borrower reimburses the Issuing Bank for such unpaid  Reimbursement Obligation) at the rate specified in Section 6.1 of the Provisions; such interest shall  be payable by such Lender.   9.3   Repayment of Participants         Upon and only upon receipt by the Issuing Bank of funds from the Borrower in full or  partial reimbursement of any draft paid under a Letter of Credit with respect to which any Lender  has  theretofore  paid  the  Agent  for  the  account  of  the  Issuing  Bank  in  full  for  such  Lender’s  participation pursuant to Section 9.2 and in full or partial payment of interest, commissions or fees  on such draft paid under a Letter of Credit, the Issuing Bank will pay to such Lender, in the same  funds as those received by the Issuing Bank, or net against any then due obligation of such Lender  under Section 9.2 to make any payment to the Issuing Bank, such Lender’s Participation of such  funds.   9.4   Role of the Issuing Bank         The Issuing Bank will exercise and give the same care and attention to each Letter of Credit  as it gives to its other letters of credit and similar obligations, and the Issuing Bank’s sole liability     





 






                                    - 58 -   to each Lender shall be to distribute pursuant to Section 9.3 promptly, as and when received by  the Issuing Bank, each Lender’s Participation of any payments made to the Issuing Bank by the  Borrower. Each Lender agrees that, in paying any drawing under a Letter of Credit, the Issuing  Bank shall not have any responsibility to obtain any document (other than as required by such  Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or  the authority of any Person delivering any such document. Neither the Issuing Bank nor any of its  representatives, officers, employees or agents shall be liable to any Lender for (a) any action taken  or omitted to be taken in connection herewith at the request or with the approval of the Majority  Lenders, (b) any action taken or omitted to be taken in the absence of intentional or gross fault,  (c) any recitals, statements, representations or warranties contained in any document distributed to  any  Lender,  (d) the  creditworthiness  of  the  Borrower,  or  (e) the  execution,  effectiveness,  genuineness,  validity,  or  enforceability  of  any  Letter  of  Credit,  or  any  other  document  contemplated thereby. The Issuing Bank shall not incur any liability (i) by acting in reliance upon  any notice, consent, certificate, statement or other writing (which may be a bank wire, telecopier  or similar writing) believed by it to be genuine or to be signed by the proper party or parties or  (ii) by acting as permitted under Section 9.12. The obligations of the Lenders hereunder are joint  and not solidary, and no Lender shall be liable for the performance or non-performance of the  obligations of any other Lender under this ARTICLE 9. In the event of intentional or gross fault  on the part of the Issuing Bank in the payment of any draft under a Letter of Credit, the Issuing  Bank shall repay to each Lender any amount paid by such Lender to the Issuing Bank pursuant to  Section 9.2.   9.5   Obligations of Each Lender Absolute         Each Lender acknowledges that its obligations to the Issuing Bank under this ARTICLE 9,  including the obligation to purchase and fund a participation in the obligations and rights of the  Issuing Bank under each Letter of Credit and any unpaid Reimbursement Obligation, is absolute  and unconditional and shall not be affected by any circumstance whatsoever, including, without  limitation, (i) the occurrence and continuance of a Default or an Event of Default, (ii) the fact that  a condition precedent to the issuance of any Letter of Credit was not in fact satisfied, (iii) any  failure or inability  of any other Lender to  purchase or fund such a participation  hereunder, or  (iv) any other failure by any other Lender to fulfil its obligations hereunder. Each payment by a  Lender to the Issuing Bank for its own account or the Agent for the account of the Issuing Bank  shall be made without any offset, compensation, abatement, withholding or reduction whatsoever.   9.6   Reinstatement and Survival         Notwithstanding anything herein to the contrary, if the Issuing Bank is required at any time  whether before or after the Maturity Date to make any payment under a Letter of Credit which was  outstanding on or before the Maturity Date, each Lender shall pay over to the Issuing Bank, in  accordance with the provisions of this ARTICLE 9, the amount of such Lender’s Participation of  such amount. If the Issuing Bank is required at any time (whether before or after the Maturity  Date) to  return to  the Borrower or to a trustee,  receiver, liquidator, custodian or other similar  official any portion of the payments made by or on behalf of the Borrower to the Issuing Bank in  reimbursement of Reimbursement Obligations and interest thereon, each Lender shall, on demand  of the Issuing Bank, forthwith pay over to the Issuing Bank for its account or the Agent for the     





 






                                    - 59 -   account of the Issuing Bank such Lender’s Participation of such amount, plus interest thereon from  the day such demand is made to the day such amount is returned by such Lender to the Issuing  Bank at the rate specified in Section 6.1 of the Provisions.   9.7   Procedure for Issuance and Renewal of Letters of Credit         9.7.1    The Borrower may request the Issuing Bank, with a copy to the Agent, to issue                 a Letter of Credit under the Credit Facility by delivering to the Issuing Bank a                 commercial letter of credit application or a standby letter of credit application                 or a letter of guarantee application, as appropriate, on the Issuing Bank’s then                 customary form for a commercial letter of credit or standby letter of credit or                 letter of guarantee, respectively (each such form, as it may be modified from                 time to time, a “Letter of Credit Application”), completed to the reasonable                 satisfaction of the Issuing Bank, together with the proposed form of such Letter                 of Credit (which shall comply with the applicable requirements set forth herein)                 and such other certificates, documents and other papers and information as the                 Issuing Bank may reasonably request; provided that in the event of a conflict                 between this Agreement and the applicable Letter of Credit Application, this                 Agreement shall govern with respect to such conflict.         9.7.2    Following the date on which the Issuing Bank shall have received a Letter of                 Credit Application including the form of the Letter of Credit then requested,                 and such additional certificates, documents and other papers and information as                 the Issuing Bank may have reasonably requested in satisfaction of all conditions                 to  the  issuance  thereof,  the  Issuing  Bank  shall,  provided  the  conditions  of                 ARTICLE 11 have been complied in all material respects with, issue such Letter                 of Credit (if the Borrower shall have requested that such Letter of Credit be                 issued  immediately)  or  (if  the Borrower shall  have  requested  in  the  related                 Letter of Credit Application that such Letter of Credit be issued at a later date)                 the Agent shall notify the Borrower that the Issuing Bank shall, provided the                 conditions of ARTICLE 11 have been complied with in all material respects,                 issue such Letter of Credit on such later date, or that the Issuing Bank shall not                 issue such Letter of Credit by reason of a provision set forth herein.         9.7.3    The Borrower may request the extension or renewal for up to 364 days of a                 Letter of Credit issued for its  account  hereunder which is not  automatically                 renewed  in  accordance  with  the  terms  contained  therein,  by  giving  written                 notice to the Agent and the Issuing Bank at least ten (10) Banking Days prior                 to the then current expiry date of such Letter of Credit (provided that the Issuing                 Bank may accommodate notices on shorter notice in its sole discretion). If the                 conditions  precedent  in  Section 11.2 shall  have  been  fulfilled  as  required                 thereby, the Issuing Bank shall promptly issue such extension or renewal.         9.7.4    Notwithstanding anything to the contrary in this Agreement, the Issuing Bank                 shall  have  no  obligation  to  extend  or  renew  any  Letter  of  Credit  issued                 hereunder to a maturity date extending beyond the Maturity Date or at any time                 when a Default or an Event of Default has occurred and is continuing.     





 






                                    - 60 -         9.7.5    Each Letter of Credit shall be issued upon terms and conditions acceptable to                 the Issuing Bank and the Borrower.         9.7.6    In the event that on the Maturity Date there are any outstanding Letters of Credit                 under  the  Credit  Facility,  the  Borrower  shall  thereupon  provide  the  Issuing                 Bank with funds for the full amount of the Letter of Credit Exposure.   9.8   Reimbursement of the Issuing Bank         9.8.1    In the event that any drawing shall be made under any Letter of Credit, and if                 no Event of Default shall have occurred and be continuing,                                                                                9.8.2    In the event that any drawing shall be made under any Letter of Credit and a                 Default or an Event of Default shall have occurred and be continuing, no Prime                 Rate Advance or US Base Rate Advance, as applicable, shall be deemed to have                 been made in respect of such drawing and the Borrower (i) shall reimburse the                 Issuing Bank for the amount paid on each draft drawn under each Letter of                 Credit not later than the close of business on the day on which it receives notice                 of such drawing, and (ii) shall pay, (A) all charges and expenses relating to such                 drawing as may be payable in accordance with Section 9.9, and (B) interest at                 the rate specified in Section 9.10 on the amount of such drawing for the period                 commencing on the date of such drawing and ending on the date reimbursement                 is received by the Issuing Bank.     





 






                                    - 61 -   9.9   Commissions, Fees and Charges         9.9.1    The Borrower agrees to pay for each Letter of Credit which it has requested to                 be issued, to (A) the Issuing Bank (solely for the account of the Issuing Bank)                 a non-refundable fronting fee with respect to each Letter of Credit, in an amount                 equal to [Redacted] per annum of the face amount thereof, provided that such                 non-refundable  fronting fee  shall  only  be  payable  to  the  Issuing  Bank  with                 respect to any Letter of Credit while there is more than one (1) Lender under                 this Agreement during the period when such Letter of Credit is outstanding, and                 (B) the Agent for the account of each Lender, a non-refundable Letter of Credit                 Commission, computed at a rate equal to the Applicable Margin with respect to                 the  calculation  of  Letter  of  Credit  Commission  times  such  Lender’s                 Participation of the aggregate amount available to be drawn under such Letter                 of Credit.         9.9.2    Such fronting fee, to the extent payable hereunder, shall be calculated based on                 the actual number of days elapsed in the period divided by the actual number of                 days of the year and is payable quarterly in advance, at the rate specified above                 and in the currency of such Letter of Credit, commencing on the date of issuance                 of such Letter of Credit and thereafter on the last day of each March, June,                 September  and  December  so  long  as  such  Letter  of  Credit  shall  remain                 outstanding.  The  Letter  of  Credit  Commission  shall  be  payable  quarterly  in                 arrears for the number of days outstanding, at the rate specified above and in                 the  currency  of  such  Letter  of  Credit,  commencing  on  the  last  day  of  each                 March, June, September and December and on the Maturity Date, so long as                 such Letter of Credit shall remain outstanding.         9.9.3    The Agent shall promptly distribute, at the end of each calendar quarter, all                 Letter of Credit Commissions received for the account of each Lender by the                 Agent during such calendar quarter, together with a statement from the Agent                 reconciling the collection and distribution of such commissions.   9.10  Interest on Amounts Disbursed under Letters of Credit         The Borrower agrees to pay to the Issuing Bank interest on any and all amounts disbursed  by the Issuing Bank under any Letter of Credit from the date of disbursement until reimbursed in  full at the Prime Rate, if such Letter of Credit was in CDollars, or at the US Base Rate, if such  Letter of Credit was in USDollars. Interest accrued hereunder shall be payable on demand. For the  purposes of computing the number of days for which interest shall accrue on amounts disbursed  under Letters of Credit, payments received by the Issuing Bank after 1:00 P.M., Montréal time,  shall  be  deemed  to  have  been  received  on the  next  following  Banking  Day.  All  payments  (including  prepayments)  by  the  Borrower  to  the  Issuing  Bank,  whether  on  account  of  the  Borrower’s reimbursement obligation under this Section 9.10 or interest thereon, on account of  any fees due hereunder or otherwise, shall be made in the currency of the Letter of Credit and in  immediately available funds without set off, compensation or counterclaim to the Issuing Bank.     





 






                                    - 62 -   9.11  Further Assurances         The Borrower hereby agrees from time to time, to do and perform any and all acts and to  execute any and all further instruments required or reasonably requested by the Issuing Bank to  more  fully  effect  the  purposes  of  this ARTICLE  9 and  the  issuance  of  the  Letters  of  Credit  hereunder.   9.12  Nature of Obligations; Indemnities         9.12.1   The obligations of the Borrower hereunder shall be absolute and unconditional                 under any and all circumstances and irrespective of any set off, compensation,                 counterclaim or defense to payment which the Borrower may have or have had                 against the Issuing Bank or any beneficiary of a Letter of Credit. The Borrower                 assumes all risks of the acts or omissions of the users of the Letters of Credit                 and all risks of the misuse of the Letters of Credit. Neither the Issuing Bank,                 nor any of its  correspondents  shall be responsible: (i) for the form,  validity,                 sufficiency, accuracy, genuineness or legal effect of any document specified in                 any Letter of Credit Application, even if it should in fact prove to be in any or                 all respects  invalid,  insufficient,  inaccurate, fraudulent or forged;  (ii) for the                 validity or sufficiency of any instrument transferring or assigning or purporting                 to transfer or assign any of the Letters of Credit or any of the rights or benefits                 thereunder  or  proceeds  thereof  in  whole  or  in  part,  which  may  prove  to  be                 invalid or ineffective for any reason; (iii) for failure of any draft to bear any                 reference or adequate reference to any of the Letters of Credit, or failure of                 anyone to note the amount of any draft on the reverse of any of the Letters of                 Credit  or  to  surrender  or  to  take  up  any  of  the  Letters  of  Credit  or  to  send                 forward any such document apart from drafts as required by the terms of any of                 the  Letters  of  Credit;  (iv) for  error,  omissions,  interruptions  or  delays  in                 transmission or delivery of any messages, by mail, email, cable, telegraph, telex                 or otherwise, whether or not they be in cipher; (v) for any error, neglect, default,                 suspension or insolvency of any correspondents of the Issuing Bank; (vi) for                 error in translation or for errors in interpretation of technical terms; (vii) for any                 loss or delay, in the transmission or otherwise, of any such document or draft                 or  of  proceeds  thereof;  or  (viii)  for  any  other  circumstances  whatsoever  in                 making or failing to make payment under a Letter of Credit; provided that in                 each  of  the  circumstances  referred  to  in  clauses  (i)  through  (viii)  above  the                 Borrower shall have nevertheless and notwithstanding the foregoing a claim                 against the Issuing Bank, and the Issuing Bank shall be liable to the Borrower,                 to  the  extent,  but  only  to  the  extent,  of  any  direct,  as  opposed  to  indirect,                 damages suffered by the Borrower which the Borrower proves were caused by                 the Issuing Bank’s intentional or gross fault. None of the above shall affect,                 impair or prevent the vesting of any of the rights or powers of the Issuing Bank.         9.12.2   In furtherance and extension and not in limitation of the specific provisions                 hereinabove in this ARTICLE 9 set forth, (i) any action taken or omitted by the                 Issuing Bank or by any of its correspondents under or in connection with any     





 






                                    - 63 -                  of the Letters of Credit, if taken or omitted in good faith and without intentional                 or gross fault, shall be binding upon the Borrower and shall not put the Issuing                 Bank or its correspondents under any resulting liability to the Borrower, and                 (ii) the Issuing Bank may, without intentional or gross fault, accept documents                 that  appear  on  their  face  to  be  in  order,  without  responsibility  for  further                 investigation, regardless of any notice or information to the contrary; provided,                 that  if  the  Issuing  Bank  shall  receive  written  notification  from  both  the                 beneficiary of a Letter of Credit and the Borrower that sufficiently identifies (in                 the opinion of the Issuing Bank) documents to be presented to the Issuing Bank                 which are not to be honoured, the Issuing Bank agree that they will not honour                 such documents.         9.12.3   The Borrower hereby agrees at all times to protect, indemnify and save harmless                 the Issuing Bank and each Lender participating in a Letter of Credit, from and                 against any and all claims, actions, suits and other legal proceedings, and from                 and against any and all losses, claims, demands, liabilities and damages, which                 it may, at any time, sustain or incur by reason of or in consequence of or arising                 out of the issuance of any of the Letters of Credit issued for its account (all of                 the foregoing, collectively, the “indemnified liabilities”), it being the intention                 of the parties that this Agreement shall be construed and applied to protect and                 indemnify the Issuing Bank and each Lender participating in a Letter of Credit                 against any and all risks involved in the issuance of all of the Letters of Credit,                 all of which risks, whether or not foreseeable, being hereby assumed by the                 Borrower, including, without limitation,  any and all risks  of  all  acts  by  any                 Governmental  Authority  and  any  and  all  claims  by  correspondents  used  in                 connection with a Letter of Credit, provided that the Borrower shall not have                 any obligation hereunder to an indemnified party with respect to indemnified                 liabilities arising from the intentional or gross fault of such indemnified party.                 Neither the Issuing Bank nor any Lender shall, in any way, be liable for any                 failure by it or anyone else to pay a draft drawn under any of the Letters of                 Credit as a result of any acts, whether rightful or wrongful, of any Governmental                 Authority or any correspondent used in connection with a Letter of Credit or                 any other cause not readily within its control or the control of its respective                 correspondents. Without limiting the generality of the foregoing, the Borrower                 shall be responsible for, and shall reimburse the Issuing Bank forthwith upon                 its  receipt of any demand therefor, any and all commissions,  fees  and other                 charges paid or payable by the Issuing Bank to any foreign lender which shall                 be  an  advising  lender  or  a  beneficiary  of  a  Letter  of  Credit  which  shall,  in                 reliance thereon, have issued its own letter of credit in respect of obligations of                 the Borrower.   9.13  Payments upon any Event of Default         The Borrower agrees that upon the occurrence and during the continuance of any Event of  Default, in addition to all its other rights and remedies, the Issuing Bank shall, at the request, or  may with  the consent  of the Majority Lenders, by notice to  the Borrower, demand immediate     





 






                                    - 64 -   delivery of cash collateral and the Borrower agrees to deliver such cash collateral upon demand,  in an amount equal to the maximum amount that may be available to be drawn at any time prior to  the  stated  expiry  of  all  outstanding  Letters  of  Credit  issued  for  the  account  of  the Borrower,  provided that such cash collateral shall be immediately due and payable upon the occurrence of  any  Event  of  Default  described  in  Section 14.1.8.  Such  cash  collateral  shall  be  deposited  in  a  special cash collateral account to be held by the Issuing Bank as collateral security and as a pledge  for  the  payment  and  performance  of  the  Borrower’s  obligations  under this  Agreement  to  the  Issuing Bank and the Lenders under the Credit Facility.                                    ARTICLE 10                 PAYMENTS, TAXES, EXPENSES AND INDEMNITY   10.1  Payments to Agent         Unless otherwise specifically provided for, the Borrower shall make each payment (other  than payments in respect of the Swingline Loan) pursuant to this Agreement before 1:00 p.m.  (Montreal  time)  on  the  day  specified  for  payment.  All  such  payments  shall  be  made  by  the  Borrower in immediately available funds having same day value to, unless otherwise specifically  provided for herein, the Agent, for its account or for the account of the Lenders, at the Branch of  Account. Whenever a payment is due to be made on a day that is not a Banking Day, the day for  payment shall be the following Banking Day.   10.2  Payments to Swingline Lender         Unless otherwise specifically provided for, the Borrower shall make each payment due to  the Swingline Lender pursuant to this Agreement before 1:00 p.m. (Montreal time) on the day  specified for payment. All such payments shall be made by the Borrower in immediately available  funds  having  same  day  value  to  the Swingline  Lender,  for  its  own  account,  at  the Branch  of  Account, or at any other office and in the accounts designated from time to time by the Swingline  Lender. Whenever a payment is due to be made on a day that is not a Banking Day, the day for  payment shall be the following Banking Day.   10.3  Payments by Lenders to Agent         All  payments  to  be  made  by  any  Lender  to  the  Agent  shall  be  made  in  immediately  available funds having same day value to the Agent, for the Borrower’s account (unless otherwise  specified), at the Branch of Account, and at the time designated herein.   10.4  Payments by Agent to Borrower         Any payments received by the Agent from the Lenders for the account of the Borrower  shall be advanced by the Agent in funds having same day value to the Borrower on the date of  receipt, or if such date is not a Banking Day or if received after 1:00 p.m. on a Banking Day, on  the next Banking Day, to the Current Account designated in writing from time to time by the  Borrower to the Agent.     





 






                                    - 65 -   10.5  Distribution to Lenders         Except as otherwise indicated herein, all payments made to the Agent by the Borrower for  the account of the Lenders in connection herewith shall be distributed on the same day or, if such  day is not a Banking Day or if received after 1:00 p.m. on a Banking Day, on the next Banking  Day,  by  the  Agent  in  funds  having  same  day  value  among  the  Lenders  to  the  accounts  last  designated in writing by the Lenders respectively to the Agent pro rata in accordance with their  Participation.   10.6  Currency of Payment         Principal, interest and interest on overdue amounts on any LIBOR Loan or US Base Rate  Loan payable by the Borrower shall be paid in USDollars and principal, interest and interest on  overdue amounts on any Prime Rate Loan and amounts payable in respect of Acceptances shall be  paid in CDollars. Letters of Credit denominated in USDollars shall be paid in USDollars, Letters  of Credit denominated in CDollars shall be paid in CDollars and Letters of Credit denominated in  any other currency shall be paid in CDollars. All other amounts payable by the Borrower under  this Agreement shall be payable in CDollars.   10.7  Set-Off         The Borrower shall  make  all  payments  hereunder  regardless  of  any  counterclaim,  compensation or set-off.   10.8  Taxes         The Borrower shall make all payments required under this Agreement free and clear of,  and exempt from, and without deduction for, or on account of, any Tax.   10.9  Application of Payments Before an Event of Default         All payments made by or on behalf of the Borrower to the Agent for the account of the  Lenders pursuant to this Agreement shall, in each instance prior to the occurrence and continuance  of a Default or an Event of Default, be applied by the Agent, as applicable, in the following order:         10.9.1   to amounts due hereunder other than those amounts described in Sections 10.9.2                 and 10.9.3;         10.9.2   to amounts due to the Lenders pursuant to ARTICLE 7; and         10.9.3   to repayments of other amounts due in respect of the Loans.   10.10 Application  of  Payments  and  Proceeds  of  Realization  of  Assets  After  an  Event  of        Default         All  payments  and proceeds  of realization of Collateral  received by the  Agent after the  occurrence and  continuance of  a  Default  or  an  Event  of  Default  shall  be  applied  against  the  outstanding Obligations in the following order:     





 






                                    - 66 -         10.10.1  in payment of all costs and expenses incurred by the Agent and the Lenders in                 connection  with  such  realization,  including  legal,  accounting  and other                 professional fees and disbursements;         10.10.2  in payment, on a pari passu basis, of all outstanding Obligations owed to the                 Agent, the Lenders, the Permitted Hedge Providers and the holders of any Bank                 Product Debt under the Loan Documents;         10.10.3  if all Obligations have been paid and satisfied in full, any surplus shall be paid                 to the Borrower, or as otherwise required in accordance with Applicable Law.   10.11 Supplying Documents and Indemnity         10.11.1  Each  Obligor  shall  supply  all  statements,  reports,  certificates,  opinions,                 appraisals and other documents or information required to be furnished to the                 Lenders or the Agent pursuant to this Agreement and the other Loan Documents                 without cost to any Lender or to the Agent.         10.11.2  Without  prejudice  to  the  rights  of  the  Lenders  under  the  provisions  of                 Section 7.7, the Borrower agrees to indemnify each Lender against any loss or                 expense which it may sustain or incur in obtaining or redeploying deposits as a                 result of the failure by the Borrower to pay when due any principal of the Loans                 or for any reason to borrow in accordance with a Notice of Borrowing given by                 the Borrower,  to  the  extent  that  any  such  loss  or  expense  is  not  recovered                 pursuant to any other provisions hereof. A certificate of a Lender or the Agent                 setting  forth  the  basis  for  the  determination  of  the  interest  due  on  overdue                 principal or interest and of the amounts necessary to indemnify such Lender in                 respect of such loss or expense, submitted to the Borrower, shall be conclusive                 and binding for all purposes except in case of manifest error.         10.11.3  Notwithstanding  any  other  provision  of  this  Agreement,  if  for  any  reason,                 including  the acceleration of the maturity of the Loans  or  as  a  result of the                 application of Section 3.3 or Section 3.4 of the Provisions, the Borrower repays                 or converts all or any portion of any LIBOR Loan on a day other than the last                 day of its then current  Interest Period or all or any portion of any Bankers’                 Acceptance on a day other than the maturity date thereof, or if the Borrower,                 after having given a Notice of Borrowing requesting a LIBOR Advance, fails                 for any reason to effect such Borrowing or fails for any reason to fulfil on or                 before  the  Drawdown  Date  for  such  Borrowing  the  applicable  conditions                 precedent set forth in Section 11.2, the Borrower shall on demand pay to the                 Agent, for the account of each Lender, the amount required to indemnify each                 Lender for any loss, cost or expense incurred by such Lender as a result of such                 repayment or conversion or failure to fulfil such conditions including, without                 limitation,  any  loss  or  expense  incurred  in  liquidating  or  in  maintaining  or                 redeploying deposits or other funds obtained by such Lender to fund or maintain                 an Acceptance or a LIBOR Loan. A certificate of a Lender setting out the basis     





 






                                    - 67 -                  of  the  determination  of  the  amount  necessary  to  indemnify  it  shall,  in  the                 absence of manifest error, be conclusive and binding for all purposes.         10.11.4  Notwithstanding  any  other  provision  of  this  Agreement,  if  for  any  reason,                 including  the acceleration of the maturity of the Loans  or  as  a  result of the                 application of Section 3.3 or Section 3.4 of the Provisions, a Permitted Hedging                 Agreement  is  terminated  on  a  day  other  than  the  maturity  date  thereof,  the                 Borrower shall on demand pay to each Lender party to such Permitted Hedging                 Agreement the amount required to indemnify such Lender for any loss, cost or                 expense incurred by it as a result of such early termination. Such indemnity                 shall be calculated in accordance with the provisions of any applicable ISDA                 Master  Agreement.  A  certificate  of  a  Lender  setting  out  the  basis  of  the                 determination of the amount necessary to indemnify it shall, in the absence of                 manifest error, be conclusive and binding for all purposes.   10.12 Non-Receipt by Agent         Without prejudice to the rights of the Agent under Article 6 of the Provisions, where a sum  is to be paid hereunder to the Agent for the account of another party hereto, the Agent shall not be  obliged to make the same available to that other party hereto until it has been able to establish that  it has actually received such sum.   10.13 Survival of Indemnification Obligations         Without prejudice to the survival or termination of any other agreement of the Borrower  under this Agreement, the obligations of the Borrower under Sections 9.12.3 and 10.11, Sections  3.1 and 3.2 of the Provisions and Article 9 of the Provisions shall survive the execution hereof, the  termination of the Credit Facility and the repayment in full of the Loans.                                    ARTICLE 11                            CONDITIONS OF LENDING   11.1  Conditions Precedent to the Effectiveness of this Agreement         This effectiveness of this Agreement is subject to and conditional upon the prior fulfilment  of the following conditions to the satisfaction of the Agent, the Lenders and the Lenders’ Counsel:         11.1.1   The Agent shall have received from the Borrower, the following, each dated as                 of a date satisfactory to the Lenders and in form and substance satisfactory to                 the Lenders and the Lenders’ Counsel:                                                     





 






                              - 68 -                                                                                                                  11.1.2   the  Lenders  shall  be  satisfied  in  their  entire  discretion  that  no  event  or           circumstance has occurred since February 13, 2020 which could have a Material           Adverse Effect other than a Covid-19 Event;   11.1.3   the Agent shall have received such additional financial and other information,           certificates and documentation as the Lenders may reasonably request in respect           of  any  Obligor  in  order  for  the  Lenders  to  comply  with  legal  and  internal           requirements in respect  of money laundering legislations, proceeds of crime           legislation and “know your customer” requirements;   11.1.4   all amounts due and payable by the Borrower, including the legal fees of the           Agent and the Lenders, shall have been paid concurrently with the signature of           this Agreement; and   11.1.5   the  Agent  and  the  Lenders  shall  have  received  such  other  information,           certificates and documentation as they may reasonably request                  





 






                                    - 69 -   11.2  Conditions Precedent to each Advance         The obligation of each Lender to make each Advance (including the initial Advance and  any Conversion Advance) hereunder is subject to and conditional upon the prior fulfilment of the  following conditions to the satisfaction of the Lenders and of the Agent:         11.2.1   the Agent shall have received, as applicable, a Letter of Credit Application or a                 Notice of Borrowing prior to any Drawdown Date or a Notice of Conversion                 prior to any Conversion Date;         11.2.2   on the date of each such Advance or Conversion Advance or of the issuance of                 each Letter of Credit, as applicable, the following statements shall be true to the                 satisfaction of the Agent, and the acceptance by the Borrower of the proceeds                 of  such  Advance  or  Conversion  Advance  or  the  issuance  of  such  Letter  of                 Credit,  as  applicable,  shall  be  deemed  to  constitute  a  representation  and                 warranty  by  the Borrower that  on  the  date  of  such  Advance  or  Conversion                 Advance or the issuance of a Letter of Credit such statements are true:                                                                             11.3  Waiver         The terms and conditions of Sections 11.1 and 11.2 are inserted for the sole benefit of the  Lenders and may be waived by the Agent on instruction from the Majority Lenders in whole or in  part, with or without terms or conditions, in respect of any Advance or Conversion Advance or the  issuance of any Letter of Credit, as applicable, without prejudicing the right of the Lenders to assert  these terms and conditions in whole or in part in respect of any subsequent Advance or Conversion  Advance or any other issuance of a Letter of Credit, as applicable.     





 






                                    - 70 -                                    ARTICLE 12                                  COVENANTS   12.1  Affirmative Covenants         So long as any amount owing under this Agreement or the other Loan Documents remains  unpaid or any Lender has any Commitment under this Agreement, and unless consent is given in  accordance with Section 16.5, each Obligor covenants and agrees that:         12.1.1   Duly Pay and Perform: it will duly and punctually pay all sums of money due                 by it under the terms of this Agreement, the other Loan Documents or otherwise                 at the times and places and in the manner provided for by this Agreement, the                 other Loan Documents or any other applicable agreement and shall duly and                 punctually perform and observe in all material respects all other obligations on                 its part to be performed or observed hereunder or thereunder at the times and in                 the manner provided for herein or therein;         12.1.2   Payment of Taxes: it will promptly cause to be paid and discharged all lawful                 Taxes assessed against it or imposed upon its income and profits, or upon any                 of its  Assets,  before the same shall become in  default, as  well as  all lawful                 claims for labour, materials and supplies which, if unpaid, might become a Lien                 other than a Permitted Lien upon such Assets or any part thereof, provided,                 however, that it shall not be required to cause to be paid and discharged any                 such Tax or lawful claims as long as the amount or validity thereof shall be                 Properly Contested;         12.1.3   Books and Records: it shall at all times keep proper books and records in a                 manner to allow its financial statements to be prepared in all material respects                 in accordance with IFRS;         12.1.4   Material Contracts: it shall advise the Agent of the expiry, termination or non-                renewal of any Material Contract, except if such expiry, termination or non-                renewal could not reasonably be expected to have a Material Adverse Effect;         12.1.5   Permit Inspections: it shall permit the Agent, upon five (5) Banking Days prior                 written notice or with no prior notice following the occurrence of an Event of                 Default that has  not  been waived and at  the expense of the Obligors, by its                 representatives and agents, to visit or inspect any of its Assets no more than                 twice  per  year  or  at  such  frequency  after  the  occurrence  and  during  the                 continuance of  an Event of Default as  the Agent  may determine, including,                 without  limitation,  corporate  books,  computer  files  and  tapes  and  financial                 records, to examine and make copies of its books of accounts and other financial                 records and to discuss its affairs, finances and accounts with, and to be advised                 as to the same by, its senior officers, all at such reasonable times during normal                 business hours and intervals as the Agent may designate, but subject always to                 the security requirements of the Obligors in effect from time to time;     





 






                              - 71 -   12.1.6   Preservation of Corporate Existence and Related Matters: it shall at all times           cause to be done all things necessary to preserve and keep in full force and           effect  its  corporate  or  limited  liability  company  existence,  subject  to  any           corporate  reorganization  which  would  be  required  in  connection  with  a           Permitted  Acquisition  and  all  rights,  franchises,  licences  and  privileges           necessary to the conduct of its business; conduct its business substantially as           presently conducted and qualify and remain qualified as a foreign corporation           or limited liability company and authorized to do business in each jurisdiction           which requires such qualification and authorization, except where failure to do           so could not reasonably be expected to have a Material Adverse Effect;   12.1.7   Operation and Maintenance of Assets: it shall operate, maintain and preserve in           good repair, working order and condition (ordinary wear and tear and damage           by  casualty  excepted),  all  its  Assets  necessary  for  the  proper  conduct  of  its           business, except where failure to do so could not reasonably be expected to have           a Material Adverse Effect;   12.1.8   Compliance with Laws, including Environmental Laws; Notices: it shall at all           times  comply  with  all  Applicable  Laws  including,  without  limitation,  all           Applicable Laws and Environmental Laws of any jurisdiction applicable to it           or any of its Assets, except where the failure to do so could not reasonably be           expected  to  have  a  Material  Adverse  Effect; it will  maintain  in  effect  and           enforce policies and procedures designed to ensure compliance by US Obligors,           their Subsidiaries and their respective directors, officers, employees and agents           with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable           Sanctions; it shall provide Agent and the Lenders (i) any information regarding           Borrower, each other Obligor, and each of their respective owners, Affiliates,           and  Subsidiaries  necessary  for the  Agent  and  each  Lender to  comply in  all           material  respects with  all  applicable  Anti-Corruption  Laws,  Anti-Money           Laundering Laws and Sanctions; subject however, in the case of Affiliates, to           the Borrower’s  ability  to  provide  information  applicable  to  them and           (ii) without limiting the foregoing, notification of any change in the information           provided in the Beneficial Ownership Certification that would result in a change           to the list of beneficial owners identified therein;   12.1.9   New Subsidiaries: within fifteen (15) days after any Person having become a           Subsidiary, the Borrower shall notify the Agent that such Person has become a           Subsidiary (and such notice shall mention any designation of such Subsidiary           as a Non-Guarantor Subsidiary, if applicable) and furnish the Agent all details           thereof  such  as  name,  date  and  jurisdiction  of  incorporation,  names  of           shareholders  or  other  owners  and percentages  of  ownership,  description  of           businesses and addresses, and provide an updated Schedule 2.1.22 reflecting           such Subsidiary and, shall, within thirty (30) days  after such Person having           become a Subsidiary, except if such Subsidiary has been designated as a Non-          Guarantor  Subsidiary,  shall  cause  to  be  executed  and  delivered  by  such           Subsidiary  to  the  Agent  a  Guarantee  Agreement  and  such  other  Security                  





 






                              - 72 -            Documents and  other  Loan  Documents  reasonably  requested  by  the  Agent           consistent with the terms of this Agreement, including an acknowledgement           and consent by such Subsidiary to this Agreement, and such other documents           or  information  as  the  Agent  shall  reasonably  request  including,  without           limitation,  officer’s  certificates,  financial  statements,  search  reports,           resolutions,  charter  documents,  legal  opinions  and  any  other  documents           referred to in Section 11.1, all in form and substance reasonably satisfactory to           the Agent, the Lenders and Lenders’ Counsel;   12.1.10  Security Documents: it shall ensure at all times that all of its present and future           Obligations are fully secured by valid and enforceable first ranking Liens for           the  benefit  of  the  Agent  and  the  Lenders  on  its  Collateral,  subject  only  to           Permitted  Liens,  as  and  in  the  manner  required  by ARTICLE  13;  and  do,           execute, acknowledge and deliver, or cause to be done, executed, acknowledged           and  delivered,  all  such  additional  and  future  acts,  deeds,  instruments  and           assurances  as  are necessary, or as  the Agent  or  any Lender may  reasonably           require, to document, consummate and comply with this Section 12.1.10 and           ARTICLE 13;   12.1.11  Bank  Accounts:  in  consideration  of  the  Lenders  authorizing  it  to  collect  its           claims until such authorization is withdrawn in accordance with the provisions           of the Security Documents, each Obligor shall maintain all of its Canadian bank           accounts  and  other  Canadian  banking  services,  including  Treasury           Management  Services  for  risk  management  purposes,  but  excluding           commercial  credit  card  and  merchant  card  services,  exclusively  with  the           Lenders, provided that, in the event that any such Canadian bank account is held           with a Lender other than BNS and in respect of any bank accounts maintained           or used by a US Obligor with a US financial institution, such bank accounts           shall be subject to an account control agreement to the extent required pursuant           to Section 13.1.4, as applicable;   12.1.12  Minimum Value of the Obligors: The Adjusted EBITDA and the total Assets           of  the  Non-Guarantor  Subsidiaries  shall  never  represent  more  than fifteen           percent (15%) of (i) the Adjusted EBITDA of the Borrower, or (ii) the total           Assets of the Borrower, each on a consolidated basis.    12.1.13  ERISA:  in  the  case  of  the  US  Obligors,  promptly  pay  and  discharge  all           obligations and liabilities arising under ERISA of a character which if unpaid           or unperformed could reasonably be expected to have a Material Adverse Effect           or in the imposition of a Lien against any of its Property, and promptly notify           the Agent of the occurrence of any event with respect to any Plan which would           result in the incurrence by it of any material liability, fine or penalty, or any           material increase in its contingent liability with respect to any post-retirement           Welfare Plan benefit which, in all cases, could reasonably be expected to have           a Material Adverse Effect.                  





 






                                    - 73 -         12.1.14  Patriot Act: in the case of the US Obligors, the Borrower acknowledges and                 agrees that pursuant to the provisions of the USA Patriot Act (Title III of the                 Pub. L. 107-56) (the “Patriot Act”), the Agent and any Lender may be required                 to obtain, verify and record information with respect to the US Obligors; and                 the Borrower hereby agrees to cooperate with the Agent and each Lender and                 provide  them  with  all  information  they  may  require  in  order  to  fulfil  their                 obligations  under the Patriot Act; and without limiting the generality  of  the                 foregoing, the Borrower agrees to use commercially reasonable efforts to obtain                 the consent of any of its officers, directors and employees whose consent to the                 disclosure  of  any  such  information  is  required  under  applicable  privacy                 legislation in Canada.         12.1.15  Post-Closing Matters: it will take all actions and provide the Agent with the                 documents listed  on  Schedule 12.1.15 in  form  and  substance  reasonably                 satisfactory  to  the  Agent,  within  the  delay  provided  in  Schedule 12.1.15 in                 respect of each action and document.         12.1.16  SBA  PPP  Loan:  The  Obligors  shall  use  commercially  reasonable  efforts  to                 conduct their business in a manner that maximizes the amount of the SBA PPP                 Loan that is forgiven in accordance with the applicable laws and regulations                 related to such SBA PPP Loan.          12.1.17  Other  Information: furnish  to  the  Agent  such  other  documents,  reports  and                 information respecting its condition or operations, financial or otherwise, or its                 Assets, as the Agent may from time to time reasonably request.   12.2  Financial Covenants         12.2.1   For the period beginning on April 1, 2020 and ending on March 31, 2021 and                 so  long  as  any  amount  owing  under  this  Agreement  or  the  other  Loan                 Documents  remains  unpaid  or  any Lender  has  any  commitment  under  this                 Agreement, and unless consent is given in accordance with Section 16.5, the                 Borrower shall, as of each testing date set forth below:                                                          12.2.2   For the period up to and including March 31, 2020 and for the subsequent period                 beginning  on  April  1,  2021 and  so  long  as  any  amount  owing  under  this                 Agreement or the other Loan Documents remains unpaid or any Lender has any     





 






                                    - 74 -                  commitment under this Agreement, and unless consent is given in accordance                 with Section 16.5, the Borrower shall, as of each testing date set forth below:                                                                                 12.2.3   If the Borrower proceeds with a Permitted Acquisition for an amount exceeding                 $20,000,000,  the  ratios  set  forth  in  Sections 12.2.2.1 and 12.2.2.2 will  be                 increased  by  0.50  for  a  period  of  twelve  months  following  such  Permitted                 Acquisition.         12.2.4   Each of the ratios described in Section 12.2.2 shall be calculated quarterly on                 the last day of each full fiscal quarter of the Borrower on a rolling twelve (12)                 month basis, based on the consolidated financial statements of the Borrower                 except for the Minimum Liquidity Amount which shall be tested on a monthly                 basis.         12.2.5   Notwithstanding  anything  contained  in this Agreement,  the  SBA  PPP  Loan                 (other than interest thereon, to the extent not eligible for forgiveness) shall be                 disregarded for purposes of calculating financial covenants in this Agreement,                 except that if any portion of the SBA PPP Loan is not forgiven, for purposes of                 calculating financial covenants in this Agreement, the unforgiven portion (a)                 will not be disregarded in the calculation of Total Debt, but will be disregarded                 in the calculation of Senior Debt and (b) will be deemed to have been incurred                 as of the SBA PPP Loan Date.   12.3  Negative Covenants         So long as any amount owing under this Agreement or the other Loan Documents remains  unpaid or the Borrower is entitled to borrow under this Agreement, unless consent is given in  accordance with Section 16.5, each Obligor covenants and agrees not to:         12.3.1  Debt: create, incur, assume or suffer to exist any Debt, other than Permitted                Debt.  Notwithstanding anything contained in this Agreement, including any                restrictions on the ability of any Obligor to incur Debt, the US Obligors may                incur Debt in the form of the SBA PPP Loan.         12.3.2   Liens: create, incur, assume or suffer to exist any Lien on any of its Assets other                 than Permitted Liens;     





 






                              - 75 -   12.3.3   Mergers, Etc.: merge or consolidate with any other Person or enter into any           transaction  or  series  of  transactions  (whether  by  way  of  reconstruction,           reorganization,  consolidation,  amalgamation,  winding  up,  merger,  transfer,           sale, lease or otherwise) whereby all or any substantial part of its undertaking           or Assets would become the property of any other Person or, in the case of any           such  amalgamation,  arrangement  or  merger,  of  the  continuing  corporation           resulting therefrom; nor whereby it acquires all or substantially all of the Assets           or business of any other Person; unless, in each case, an Obligor is the surviving           entity and:                                                            12.3.4   Disposal  of  Assets  Generally: make  any  Asset  Disposition  to  any  Person           (except for any Asset Dispositions to another Obligor) for an aggregate amount           exceeding C$2,500,000 during any fiscal year of the Borrower, except if the           proceeds of such Asset Disposition are reinvested, or used to repay the Credit           Facility, within one hundred and eighty (180) days of such Asset Disposition in           accordance with Section 6.1.2, and provided further that if the Asset Disposition           to another Obligor relates to substantially all of the property or assets of the           transferor, the latter (if not the Borrower) may wind-up or dissolve itself after           completion of such disposition.   12.3.5   Acquisitions: make  any  acquisitions  of  any  majority  portion  of  the  Capital           Stock of any Person or acquire all or substantially  all of the enterprise of a           Person or otherwise create or acquire new Subsidiaries, except for (i) Permitted           Acquisitions, and (ii) transactions permitted in Section 12.3.3, in each case only                  





 






                              - 76 -            if at the time of any such transaction and immediately thereafter there is no           Default or Event of Default. Notwithstanding the above, no acquistion shall be           done until March 31, 2021 without the Lenders’ prior written consent;   12.3.6   Investments: make any investments in the Capital Stock of any Person for an           aggregate amount in excess of C$10,000,000, except for investments (i) in the           Capital  Stock  of  a  Subsidiary,  or  (ii)  for  the  purpose  or  in  the  context  of  a           Permitted Acquisition (but without duplication), only if at the time of any such           transaction and immediately thereafter there is no Default or Event of Default.           Notwithstanding the above, no investment in the Capital Stock of any Person           shall be done until March 31, 2021 without the Lenders’ prior written consent;   12.3.7   Change in Business: cease its business or change the nature of the Business;   12.3.8   Limitations  on  Financial  Assistance:  provide  financial  assistance  in  an           aggregate amount exceeding C$1,000,000 at any given time during the term of           the Credit Facility including by way of advances, loans or guarantees, to any           shareholders or directors or any other Person other than (i) to or for the benefit           of  another  Obligor  and  (ii) to  secure  performance,  warranty  and  indemnity           obligations of any other Obligor or their respective Subsidiaries under or in           connection with a contract with any customer of such Obligor or Subsidiary;   12.3.9   Ownership Control: sell, transfer or otherwise dispose of, or permit the sale,           transfer  or  other  disposition  of  Capital  Stock  of any  Obligor  unless  the           transferee is an Obligor or any new Subsidiary who becomes an Obligor after           giving effect to the requirements of Section 12.1.9, nor change or permit any           Change of Control of any Obligor, unless such Change of Control is in favour           of another Obligor or any new Subsidiary who becomes an Obligor after giving           effect to the requirements of Section 12.1.9;   12.3.10  Constating  Documents:  amend,  supplement  or  terminate  any  constating           document  of  any  Obligor  or  any  provision  thereof in  a  manner  which  may           materially  and  adversely  affect  the  rights  and  remedies  of  the  Agent  or  the           Lenders under this Agreement or any other Loan Documents;   12.3.11  Financial Year: change the Borrower’s fiscal year;   12.3.12  Transactions with Affiliates, Etc.: directly or indirectly (a) purchase, acquire or           lease any Asset from, (b) sell, transfer or lease any Asset to, or (c) permit any           of its Subsidiaries to purchase, acquire or lease any Asset from, or sell, transfer           or lease any Asset to, any Affiliate of any Obligor, except for:                                     





 






                              - 77 -                                          12.3.13  Compromise of Accounts Receivable: compromise or adjust, or permit any of           its  Subsidiaries  to  compromise  or  adjust,  any  of  its  accounts  receivable  or           extend  the  time  for  payment  thereof  or  grant  any  discounts,  allowances  or           credits thereon, in each case other than in the normal course of business;   12.3.14  Business Outside Certain Jurisdictions: have its domicile and head or registered           office or any place of business or keep or store, or permit any of its Subsidiaries           to  have  its  domicile,  chief  executive  office  and  head  office  or  any  place  of           business or keep or store, any corporeal Assets outside of those jurisdictions set           forth in Schedule 2.1.22, except upon fifteen (15) days’ prior written notice           thereof to the Agent and then only if the relevant Obligor has done all such acts           and things and executed and delivered all such deeds, transfers, assignments           and instruments as the Agent may reasonably require for creating and perfecting           a  first  ranking  Lien  (subject  only  to  Permitted  Liens)  for  the  benefit  of the           Lenders in its Assets to the satisfaction of the Agent and the Lenders;   12.3.15  Corporate  Structure:  modify  or  permit  any  of  its  Subsidiaries  to  modify  its           issued or authorized Capital Stock nor issue or permit any of its Subsidiaries to           issue  Capital  Stock  or any  options,  warrants  or  securities  convertible  into           Capital  Stock  other  than  to  an  Obligor  or  in  the  context  of  a  Permitted           Acquisition;   12.3.16  Hedging Agreements: enter into any Hedging Agreement, other than Permitted           Hedging Agreements;   12.3.17  Distributions to Shareholders: declare, make or pay or set aside for payment           any  dividends  upon  any  of  its  Capital  Stock,  or  purchase,  redeem,  retire  or           otherwise acquire, directly or indirectly, any shares in its Capital Stock, or make           any other Distribution among the holders of its Capital Stock, other than:            (i)   payment of Distributions by an Obligor to another Obligor, or             (ii)  payment of Distributions by the Borrower to its shareholders, subject to                 Lenders’  consent , if,  as  applicable:  (a) until  March  31,  2021,  the                 Borrower’s Minimum Liquidity Amount is at least equal to $15,000,000                 both before and after such Distribution; or (b) from April 1, 2021 and at                 all times thereafter, the Total Debt to Adjusted EBITDA Ratio is less                 than 4.50:1 both before and after such Distribution;            being  understood  that  notwithstanding  the  above,  no  Distributions  shall  be           declared, made or paid at any time where any Default or Event of Default shall                  





 






                                    - 78 -                  have  occurred  and  be  continuing  or  shall  exist  or  would  result  from  such                 Distributions;         12.3.18  Capital Expenditures: incur any Capital Expenditures in excess of 115% of the                 annual budget submitted to the Lenders pursuant to Section 12.4.1.4; and         12.3.19  Material  Contracts:  amend  or  allow any  amendment,  modify,  restate,                 supplement,  change  the  terms  and  conditions  of  or  terminate  any  Material                 Contract or waive compliance or fail to comply with any of the terms of any                 Material Contract except if such action could not reasonably be expected to                 have a Material Adverse Effect;   12.4  Reporting and Information         So long as any amount owing under this Agreement or the other Loan Documents remains  unpaid or the Borrower is entitled to borrow under this Agreement, the Borrower shall:         12.4.1   Financial and Other Information: furnish to the Agent:                                                                                                             confirming, to the best of his knowledge after reasonable                              enquiry,  compliance  by  the  Obligors  with  all  of  the                              representations  and  warranties  in ARTICLE  2 and  the                              covenants  in ARTICLE  12 and  certifying  that  no  Event  of                              Default  or  Default  has  occurred  and  is  continuing  or,  if  an                              Event of Default or Default has occurred and is continuing, a     





 






        - 79 -   statement as  to  the nature thereof  and the  action which the  Borrower proposes to take with respect thereto;      certifying  that  the  financial  statements  delivered  to  the  Agent fairly present in all material respects the consolidated  financial condition of the Borrower as of the date indicated  and its consolidated results of operations and cash flows for  the period indicated;       certifying  the  minimum  value  of  the  Non-Guarantor  Subsidiaries  and  the  Obligors  in  accordance  with  Section  12.1.12; and      setting  forth  as  at  the  end  of  the  relevant  period,  in  reasonable  detail,  the  amounts  and  calculations  required  to  determine  compliance  by  the  Borrower  with  the  financial  covenants set forth in Section 12.2;                                                                                                                                                                                                                





 






        - 80 -                                                                                    any  reportable  event,  as  defined  in  Section 4043(b)  of  ERISA and the regulations issued thereunder;      a notice of intent to terminate or withdraw from any Plan  or any action taken by an Obligor to terminate or withdraw  from any Plan;      receipt of any notice  from  the PBGC  of its  intention to  seek  termination  of  any  Plan  or  appointment  of  a  trustee  therefor;      the complete or partial withdrawal from a Multiemployer  Plan  that  results  in  liability  under Section 4201  or  4204  of  ERISA or the receipt of notice from a Multiemployer Plan that  it  is  in  reorganization  or  insolvency  or  that  it  intends  to  terminate or has terminated;      the  institution  of  a  proceeding  by  a  fiduciary  of  any  Multiemployer Plan to enforce Section 515 of ERISA, which  proceeding is not dismissed within thirty (30) days; and      the adoption of an amendment to any Plan that, pursuant  to Section 401(a)(29) of the Code, would result in the loss of  tax-exempt status of the trust of which such Plan is a part if  security  has  not  been  provided  in  accordance  with  the  provisions of these Sections; and                  





 






                                    - 81 -                                  the occurrence of any event with respect to any Plan which                              would  result  in  the  incurrence  by  any  US  Obligor  of  any                              material liability, fine or penalty, or any material increase in                              the contingent liability of any US Obligor with respect to any                              post-retirement Welfare Plan benefit.                             12.5  Insurance         12.5.1   Insurance: In addition to any and all requirements in any Security Documents,                 each Obligor shall effect and maintain, at its expense, insurance on its Assets                 of  an  insurable  nature  for  the  full  replacement  cost  thereof  against  loss  or                 damage by fire, theft, flood, explosion, sprinklers, collision and such other risks                 as are customarily insured against by Persons engaged in businesses similar to                 that of such Obligor in similar locations with such companies, in such amounts                 and  under  policies  in  such  form  as  shall  be  satisfactory  to  the  Agent.  Each                 Obligor shall also effect and maintain, at its expense, any other insurance as the                 Agent may require within a sixty (60) days prior notice. Evidence satisfactory                 to the Agent of such insurance and all renewals and replacements thereof shall                 be  delivered  to  the  Agent  forthwith  on  request,  together  with  evidence  of                 payment  of  all  premiums  therefor.  Each  insurance  policy  shall  contain  an                 endorsement,  in  form  and  substance  reasonably  acceptable  to  the  Agent,                 showing  loss  under  such  insurance  policy  payable  to  the  Agent  and  the                 Attorney, in each case for the benefit of the Lenders, and to the Lenders. Such                 endorsement, or an independent instrument furnished to the Agent, shall contain                 a standard mortgage clause, shall provide that the insurance company shall give                 the  Agent  at  least  thirty  (30)  days  written  notice  before  any  such  policy  of                 insurance is cancelled and that no act, whether wilful or negligent, or default of                 any Obligor or any other Person shall affect the right of the Agent, the Attorney                 or  any  Lender  to  recover  under  such  policy  of  insurance  in  case  of  loss  or                 damage.  Each  Obligor  hereby  directs  all  insurers  under  such  policies  of     





 






                              - 82 -            insurance  to  pay  all  proceeds  payable  thereunder  directly  to  the  Agent,  the           Attorney and the Lenders; provided, however, that prior to the occurrence of an           Event  of  Default,  payments  by  the  insurer  of  any  claim  in  excess  of           C$1,000,000 shall  be made  to  the  joint  order  of  the  Agent  and  the  relevant           Obligor and payments of any other claim may be made alone to the relevant           Obligor, as the case may be. Upon the occurrence of an Event of Default which           is  continuing,  each  Obligor  irrevocably  makes,  constitutes  and  appoints  the           Agent (and all officers, employees or agents designated by the Agent) as its true           and  lawful  attorney  and  mandatary  for  the  purpose  of  making,  settling  and           adjusting claims under such policies of insurance, endorsing the name of such           Obligor  on  any  cheque,  draft,  instrument  or  other  item  of  payment  for  the           proceeds  of  such  policies  of  insurance  and  making  all  determinations  and           decisions with respect to such policies of insurance.   12.5.2   Public Liability: Each Obligor shall effect and maintain, at its expense, such           public liability and third party property damage insurance as is customary for           Persons  engaged  in  businesses  similar  to  that  of  such  Obligor  with  such           companies and in such amounts, with such deductibles and under policies in the           form  as  shall  be  reasonably  satisfactory  to  the  Agent.  Evidence  of  such           insurance and all renewals and replacements thereof shall be delivered to the           Agent  on  reasonable  request,  together  with  evidence  of  payment  of  all           premiums therefor. Each such policy shall provide that the insurance company           shall give the Agent  at  least  thirty (30) days  written notice before any such           policy shall be cancelled.   12.5.3   Failure to insure: Should any Obligor at any time or times hereafter fail to obtain           or maintain any of the policies of insurance required above or in any of the           Security Documents or to pay any premium in whole or in part relating thereto,           then the Agent, without waiving or releasing any obligation or default by such           Obligor  hereunder,  may  (but  shall  be  under  no  obligation  to)  obtain  and           maintain such policies of insurance and pay such premiums and take such other           actions with respect thereto as the Agent deems advisable. All sums disbursed           by the Agent in connection with any such actions, including, without limitation,           court costs, expenses, other charges relating thereto and reasonable attorneys’           fees, shall be payable on demand by such Obligor to the Agent, for its own           account  and,  until  paid,  shall  bear  interest  at  the  Prime  Rate,  if  owing  in           CDollars, or at the US Base Rate, if owing in USDollars.   12.5.4   Notice of Loss: Each Obligor shall promptly give notice to the Agent of any           loss or damage by fire, theft, flood, explosion, sprinklers, collision or otherwise           to its Assets where the Assets affected by such loss or damage are worth more           than C$1,000,000.   12.5.5   Application of Insurance Proceeds: So long as no Event of Default shall have           occurred and continuing, (a) each Obligor shall be entitled to make, settle and           adjust claims of less than C$1,000,000 under its policies of insurance, and (b)                  





 






                                    - 83 -                  the Agent agrees that if it receives proceeds of insurance with respect to any                 damage or loss of Assets it will, at the request of such Obligor, deposit such                 proceeds to the account of the Borrower and to be dealt with in accordance with                 the provisions of this Agreement. Upon the occurrence of an Event of Default                 and for so long as it is continuing, (a) all proceeds of insurance with respect to                 any damage to or loss of Collateral shall be paid to the Agent, to be applied as                 the Majority Lenders may, in their sole discretion, decide, (b) each Obligor shall                 cooperate with the Agent in the making, settlement and adjustment of claims,                 and (c) any proceeds of insurance received by any Obligor shall be held by it                 for  the  benefit  and  as  mandatary  of  and  in  trust  for  the  Agent  and  shall  be                 forthwith paid over to the Agent.         12.5.6   Use of Insurance Proceeds: All proceeds of insurance received by any Obligor                 shall be used to repair or replace the lost or damaged Assets within a period of                 time acceptable to the Agent, unless otherwise previously approved in writing                 by the Majority Lenders.                                    ARTICLE 13                             SECURITY DOCUMENTS   13.1  Security Documents         13.1.1   Guarantees: The payment and performance when due of all Obligations of the                 Borrower shall  at  all  times  be  guaranteed  by  each  Guarantor  by  way  of  an                 unconditional solidary guarantee agreement in favour of the Agent in form and                 substance  acceptable  to  the  Agent  and  Lender’s  Counsel  (a  “Guarantee                 Agreement”).         13.1.2   First Ranking Liens: The payment and performance when due of all Obligations                 shall  at  all  times  be  secured  by  Liens  for  the  benefit  of  the  Agent  and  the                 Lenders as follows:                                                          13.1.3   Negative Pledge Agreement: the Agent shall obtain an agreement signed by the                 Borrower and each of its Subsidiaries located outside Canada and US, whereby     





 






                                    - 84 -                  such Subsidiaries will undertake not to grant any Lien (other than Permitted                 Liens) on their Assets without the Lenders’ prior written consent.         13.1.4   Account Control Agreements: the Agent shall have entered into account control                 agreements with each bank or financial institutions other than BNS maintaining                 bank accounts held in the name of any Obligor, provided that:                                                                                    13.1.5   Other Security: The payment and performance when due of all Obligations of                 the Borrower shall also be secured by such other Security Documents as may                 be required by the Agent, acting reasonably.   13.2  Provisions in Respect of the Security Documents         Each agreement or other document creating, evidencing or relating to the Liens referred to  in Section 13.1 shall be in form and substance reasonably satisfactory to the Lenders and the Agent,  shall be duly registered, recorded, filed and all other action shall have been taken, in each case so  the Liens created, granted or evidenced therein shall constitute valid and enforceable first ranking  perfected Liens for the benefit of the Agent, the Attorney and the Lenders on all the Assets stated  to be subject thereto, subject to only to Permitted Liens, including (a) in each jurisdiction in which  an Obligor granting such Liens shall have its head office or chief place of business, and (b) in each  jurisdiction in which any corporeal movable Assets of an Obligor are located. Liens granted by an  Obligor for the benefit of the Agent and the Lenders may be granted, at the option of the Lenders,  to  the Agent,  to the Attorney, or to  the Lenders or any of them. All Liens  under the Security  Documents shall be subject to the terms of this Agreement.     





 






                                    - 85 -   13.3  Monetary Claims         13.3.1   Each  Obligor  and  each  Lender  which,  at  any  time  and  from  time  to  time,                 maintains Financial Accounts (as defined below) for the benefit of the Obligors                 (a  “Depositary  Lender”),  including  the  Financial  Accounts  referred  to  in                 Schedule 2.1.26, acknowledges  and agrees that such Financial Accounts are                 subject to the Liens granted pursuant to the Security Documents and are under                 the control of the Agent. As such, and for the purposes of Article 2713.4 of the                 Civil Code of Québec, each Depositary Lender hereby covenants and agrees to                 (i) comply  with  all  instructions  it  receives  from  the  Agent  (including  in  its                 capacity  as  hypothecary  representative)  directing  it  to  transfer,  redeem,  or                 permit  the  withdrawal  of  any  property  from  any  such  Financial  Account                 (collectively, “Account Instructions”) without further consent of the relevant                 Obligor, and  (ii) at  any  time following  the occurrence  and  continuance  of a                 Default  or  Event  of  Default,  no  longer  comply  with  Account  Instructions                 originating from the Obligors.         13.3.2   With respect to any Financial Account maintained by the Agent for the benefit                 of  the  Obligors,  the  parties  hereto  acknowledge  and  agree  that  any  such                 Financial Accounts are subject to the Liens granted pursuant to the Security                 Documents  and  are  under  the  control  of  the  Agent.  As  such,  and  for  the                 purposes  of  Article  2713.4  of  the Civil  Code of  Québec,  the  Obligors                 acknowledge  and  agree  that  at  any  time  following  the  occurrence  and                 continuance of a Default or Event of Default, the Agent will no longer comply                 with Account Instructions originating from the Obligors.         13.3.3   The  parties  hereto  acknowledge  and  agree  that  (i) the  provisions  of  this                 Section 13.3 shall  constitute  a  “control  agreement”  within  the  meaning  of                 Article 2713.4 of the Civil Code of Quebec, and (ii) the credit balance of each                 of  the  Financial  Accounts  constitutes  a  “monetary  claim”  of  the  applicable                 Obligor against the applicable Depository Lender within the meaning of Article                 2713.1 of the Civil Code of Québec.         13.3.4   Each Depository Lender represents and warrants that it has not entered into an                 agreement  with  any  person  other  than  the  Agent  pursuant  to  which  the                 Depository Lender is obligated to comply with Account Instructions originated                 from such person in respect of any Financial Account of the Obligors and as                 such, the Depository Lender has not entered into a “control agreement” (within                 the meaning of Article 2713.4 of the Civil Code of Québec) in respect of any of                 the Financial Accounts, other than the provisions hereof.         13.3.5   Notwithstanding this Section 13.3, each Depositary Lender shall have the right,                 prior to or after any Default or Event of Default, to debit to any account held                 with the Depositary Lender (including any credit balance therein) or to deduct                 from funds to be transferred at the direction of the Agent:     





 






                                    - 86 -                                                           13.3.6   The Agent  shall  reimburse each Depositary Lender for  any  amount that the                 Depositary  Lender is  entitled  to  debit  to  any  account  of  the  Obligors  in                 accordance with Section 13.3 if there are not sufficient funds in such account                 (including as a result of the Depositary Lender having complied with any funds                 transfer instruction from the Agent) or if such account has been closed. The                 reimbursement obligation of the Agent shall not exceed the aggregate of all                 amounts transferred further to the Agent’s instructions. In addition, the Agent                 shall be bound to effectuate a reimbursement only if (i) the Obligor has failed                 to reimburse the amount concerned within 10 days from a demand sent to the                 Obligor at its last known address, and (ii) the Depositary Lender has sent to the                 Agent a demand for reimbursement within 120 days from the last funds transfer                 made further to instructions from the Agent.         13.3.7   For  the  purposes  of  this  Agreement,  the  term  “Financial  Account”  has  the                 meaning ascribed to it in Article 2713.6 of the Civil Code of Québec.         13.3.8   The  parties  hereby  confirm  that  any  activation  notice  provided  for  in  any                 deposit account control agreement to transfer any funds held by a Depositary                 Lender to the Agent shall only be sent after the occurrence of a Default or Event                 of Default.                                    ARTICLE 14                            DEFAULT AND REMEDIES   14.1  Events of Default         The occurrence of any of the following events shall constitute an Event of Default under  this Agreement:         14.1.1   Default in Payment of Principal of Loans: the Borrower shall fail to make any                 payment of principal on the Loans when due, whether due by acceleration or                 otherwise; or     





 






                              - 87 -   14.1.2   Other  Payment  Defaults:  the Borrower shall  fail  to  make  any  payment  of           interest,  fees  or  other  amounts  (other  than  a  payment  referred  to  in           Section 14.1.1) due under this Agreement, or the Borrower fails to make any           payment due under any Loan Document, in each case within five (5) Banking           Days of its due date, whether due by acceleration or otherwise; or   14.1.3   Inaccurate  Representations  or  Information:  any  representation,  warranty,           statement or  certificate  made  or  delivered  to  any  Lender  or  to  the  Agent  in           writing or any representation or warranty deemed, pursuant to Section 2.2 or           Section 11.2, to have been made to the Agent or any Lender or any financial           statement or other information delivered in writing to the Agent or any Lender           by any Obligor or any of its officers in, or in connection with, this Agreement           is incorrect or misleading in any material respect; or   14.1.4   Default  in  Certain  Covenants:  any  Obligor  shall  fail  to  perform,  observe  or           comply  with  any  of  the  financial  or  negative  covenants  contained  in           Sections 12.2 or 12.3; or   14.1.5   Default in Other Covenants: any Obligor or any Subsidiary shall fail to perform,           observe  or  comply  with  any  term,  covenant  or  agreement  contained  in  this           Agreement or any other Loan Document on its part to be performed, observed           or complied with and not specifically dealt with in this Section 14.1 and such           failure shall remain unremedied for a period of thirty (30) days following notice           thereof by the Agent to the relevant Obligor or Subsidiary; or   14.1.6   Judgment: a final non-appealable judgment or order for the payment of money           in excess of C$2,500,000 is rendered against any Obligor and such judgment or           order shall continue unsatisfied and unstayed (or shall not have been vacated)           for a period of thirty (30) consecutive days; or   14.1.7   Cross-Default to Debt: any Obligor shall fail to pay any of its Debts (other than           that Debt referred to in Sections 14.1.1 and 14.1.2), including in respect of any           IQ Loan Facility, or any interest or premium thereon, when due (whether at           scheduled  maturity  or  by  required  prepayment,  acceleration,  demand  or           otherwise), the amount of which individually or in the aggregate at any time           exceeds C$1,500,000 or the Equivalent Amount in another currency and such           failure shall continue after the applicable grace period, if any, specified in the           agreement or instrument relating to such Debt; or any other default which has           not been cured or waived under any agreement or instrument relating to any           such Debt, the amount of which individually or in the aggregate at any time           exceeds C$1,500,000 or the Equivalent Amount in any other currency, of any           Obligor, or any other event shall occur and shall continue after the applicable           grace period, if any, specified in such agreement or instrument, if the effect of           such  default  or  event  is  to  accelerate,  or  to  permit  the  acceleration  of,  the           maturity of such Debt; or any such Debt, the amount of which individually or           in the aggregate at any time exceeds C$1,500,000 or the Equivalent Amount in           any other currency, shall be declared to be due and payable, or required to be                  





 






                              - 88 -            prepaid (other than by a regularly scheduled required prepayment), prior to the           stated maturity thereof; or   14.1.8   Insolvency; Bankruptcy; etc.: any Obligor shall not pay its Debts generally as           they become due, or shall admit in writing its inability to pay its Debts generally           as they become due, or shall make a general assignment for the benefit of its           creditors; or any proceeding shall be commenced or instituted by or against any           Obligor seeking to adjudicate it bankrupt or insolvent, or seeking winding-up,           reorganization,  arrangement,  adjustment,  dissolution,  protection,  relief,           liquidation or composition of such Obligor on its Debt (including a notice of           intention  or  a  proposal  under  the Bankruptcy  and  Insolvency  Act (Canada))           under any law relating to bankruptcy, insolvency or reorganization or relief of           debtors,  or  seeking  appointment  of  a  receiver,  trustee,  sequestrator  or  other           similar official for any Obligor or for any material part of its Assets or seeking           the suspension of the operations of any Obligor and, in the case of any such           proceeding instituted against any Obligor and in respect of which the relevant           Obligor has not by any act indicated its consent to, approval of, or acquiescence           in, such proceeding shall remain undismissed for a period of thirty (30) days;           or any Obligor shall take corporate action to authorize any of the actions set           forth above in this Section 14.1.8; or   14.1.9   Security Documents: any Lien created or intended to be created by any Security           Document on any Collateral representing a material portion of the Collateral           shall  cease  to  constitute  a  first  ranking  Lien  on the  Assets  of  the  relevant           Obligor, subject only to Permitted Liens; or   14.1.10  Exercise of Remedies by Other Creditors: any creditor or other holder of any           Lien on all or any part of the Assets of any Obligor, other than the Agent and           the Lenders, shall take any action or proceedings, or shall authorize or instruct           any other Person on its behalf to take any action or proceedings, to commence           any enforcement or realisation under, or exercise or pursue any rights, recourses           or remedies under, any agreement or other instrument creating a Lien on any of           such  Assets,  unless  in  each  case  such  action,  proceedings,  enforcement  or           exercise of rights,  recourses  and remedies  is  dismissed or withdrawn within           thirty (30) days of its commencement, or unless the validity thereof is being           Properly  Contested  and  any  such  action  has  not  proceeded  to  final  non-          appealable  judgment  and  any  other  enforcement  or  exercise  of  rights  or           remedies has not proceeded to a stage where the Assets of the relevant Obligor           may be sold or the rights of the Agent and the Lenders in such Assets impaired           or reduced in value; or   14.1.11  Seizure, etc.: a seizure or attachment is made of, or enforcement made against,           any  undertaking  or  Assets  of  any  Obligor  (other  than  in  respect  of  a  Lien           contemplated in Section 14.1.10) which Assets in the aggregate have a net book           value  in  excess  of C$1,000,000,  provided  that  such  seizure,  enforcement  or           taking of possession or control continues in effect and remains undischarged                  





 






                                    - 89 -                  for a period of sixty (60) days, or unless the validity thereof is being Properly                 Contested; or         14.1.12  Change of Control: there shall occur a Change of Control of any Obligor unless                 such Change of Control is in favour of another Obligor; or         14.1.13  Material Adverse Effect: any event occurs which could reasonably be expected                 to have a Material Adverse Effect other than a Covid-19 Event;         14.1.14  Termination of Guarantee: if any Guarantor gives notice to the Agent of the                 termination of its guarantee of the Obligations or any part thereof; or         14.1.15  ERISA: any US Obligor or any member of its Controlled Group, shall fail to                 pay when due an amount or amounts aggregating for all such Persons in excess                 of USD$1,500,000 which it shall have become liable to pay to the PBGC or to                 a Plan under Title IV of ERISA; or notice of intent to terminate a Plan or Plans                 having  aggregate  Unfunded  Vested  Liabilities  in  excess  of  USD$1,500,000                 (collectively, a “Material Plan”) shall be filed under Title IV of ERISA by any                 US  Obligor or  any  other  member  of  its  Controlled  Group,  any  plan                 administrator or any combination of the foregoing; or the PBGC shall institute                 proceedings under Title IV of ERISA to terminate or to cause a trustee to be                 appointed to administer any Material Plan or a proceeding shall be instituted by                 a fiduciary of any Material Plan against any US Obligor or any Subsidiary of a                 US Obligor, or any member of its Controlled Group, to enforce Section 515 or                 4219(c)(5) of ERISA and such proceeding shall not have been dismissed within                 sixty (60) days  thereafter;  or  a  condition  shall  exist  by  reason  of  which  the                 PBGC would be entitled to obtain a decree adjudicating that any Material Plan                 must be terminated.   14.2  Effect of a Default         Upon the occurrence and during the continuation of any Event of Default, the Agent shall  at  the  request,  or  may  with  the  consent,  of  the  Majority  Lenders,  by  notice  to  the  Obligors  (i) declare the Credit Facility and the obligation of each of the Lenders to make Advances to the  Borrower to be terminated, whereupon the same shall forthwith terminate, and/or (ii) declare the  Loans, all interest accrued and unpaid thereon and all other amounts payable by the Obligors under  or pursuant to this Agreement and the other Loan Documents to be forthwith due and payable,  whereupon the Loans, all such accrued interest and all such other amounts shall become and be  forthwith immediately due and payable, without presentment, demand, protest or further notice of  any kind, all of which are hereby expressly waived by the Obligors. Thereupon the Obligors shall  immediately pay to the Agent all such amounts due and payable. In addition to the foregoing, if an  Event of Default pursuant to Section 14.1.8 shall occur, the Credit Facility and the obligation of  each  Lender  to  make  Advances  shall  automatically  be  terminated  and  the  Loans,  all  interest  accrued and unpaid thereon and all other amounts payable by the Obligors under or pursuant to  this Agreement and the other Loan Documents shall automatically be and become immediately  due and payable, without presentment, demand, protest or any notice of any kind, all of which are  hereby expressly waived by the Obligors, and thereupon the Obligors shall immediately pay to the     





 






                                    - 90 -   Agent all such amounts due and payable. For greater certainty, the Obligors will be considered to  be in default of their obligations hereunder by the mere lapse of time provided for performing such  obligations, without any requirement of further notice or other act of the Agent or the Lenders  unless a notice is specifically required hereunder. If an Event of Default shall have occurred and  be continuing, the Lenders and/or the Agent on behalf of itself and the Lenders shall at the request  of, or may with the consent of, the Majority Lenders immediately exercise all rights and remedies  they may have under this Agreement and the other Loan Documents and by Applicable Law, all  without any additional notice, presentment, demand, protest, notice of dishonour and enter into  possession of any of the Collateral, or any other action, of all of which are expressly waived by  the Obligors.   14.3  Remedies Cumulative; No Waiver         For greater certainty, it is expressly understood and agreed that the rights and remedies of  the Lenders and the Agent under this Agreement and the other Loan Documents are cumulative  and are in addition to, not in substitution for, any rights or remedies provided by Applicable Law;  no failure on the part of the Lenders or the Agent to exercise, and no delay in exercising, any right  or remedy hereunder or thereunder shall operate as a waiver thereof, nor shall any single or partial  exercise by the Lenders or the Agent of any right or remedy for a default or breach of any term,  covenant,  condition  or  agreement  herein  contained  prejudice  or  preclude  any  other  or  further  exercise thereof or the exercise of any other right or remedy for the same or any other default or  breach and shall not waive, alter, affect or prejudice any other right or remedy.   14.4  Set-Off          (a)  In addition  to,  and not  in limitation of, any rights  now or hereafter granted under  Applicable Law, the Agent and the Lenders are hereby expressly authorized (but not obliged), at  any time or from time to time, upon the occurrence and during the continuation of an Event of  Default, to set off or compensate and to appropriate and to apply any and all deposits, general or  special, matured or unmatured, and any other indebtedness at any time held by or owing by the  Agent or any Lender to, or for the credit of, or the account of, the Borrower or any other Obligor  against and on account of the obligations and liabilities of the Borrower or the other Obligors due  and payable to the Agent and the Lenders under this Agreement and the other Loan Documents  including, without limitation, all claims of any nature or description arising out of, or connected  with, this Agreement and the other Loan Documents, irrespective of whether or not any demand  therefor has been made and although such obligations and liabilities of, or claims against, the  Borrower and the other Obligors are contingent or unmatured. The Agent shall upon any such set- off, compensation or appropriation give notice thereof to the Borrower.          (b) If an Event of Default has occurred and is continuing, the provisions of ARTICLE 4  of the Provisions shall apply.     





 






                                    - 91 -                                    ARTICLE 15                             JUDGMENT CURRENCY   15.1  Judgment Currency         15.1.1   If  for  any  purpose,  including  the  obtaining  of  judgment  in  any  court, it  is                 necessary  to  convert  a  sum  due  hereunder  from  the  currency  in  which  it  is                 payable  (the  “Payment  Currency”)  into  another  currency  (the  “Judgment                 Currency”), the parties hereto agree, to the fullest extent that they may lawfully                 and effectively do so, that the rate of exchange used shall be that at which, in                 accordance  with  normal  banking  procedures,  the  Agent  could  purchase  the                 Payment  Currency  with  the  Judgment  Currency  in  the  New  York  foreign                 exchange market on the Banking Day preceding the date of final judgment or                 other determination.         15.1.2   The obligation of the Obligors in respect of any sum due from any of them to                 the  Lenders  or  the  Agent  hereunder  shall,  notwithstanding  any  judgment  or                 payment in a currency other than the Payment Currency, be discharged only to                 the extent that on the Banking Day following receipt by the Agent of any sum                 so paid or adjudged to be so due in the Judgment Currency the Agent may in                 accordance with normal banking procedures, purchase the Payment Currency                 with the amount of the Judgment Currency so paid or adjudged to be due; if the                 amount in the Payment Currency so purchased is less than the sum originally                 due to the Lenders and the Agent in the Payment Currency, the Obligors agree,                 as a separate obligation and additional cause of action and notwithstanding any                 such payment or judgment, to indemnify the Lenders and the Agent  against                 such loss and if the amount in the Payment Currency so purchased exceeds the                 sum originally due to the Lenders and the Agent in the Payment Currency, the                 Lenders and the Agent agree to remit to the Obligors such excess.         15.1.3   The term “rate of exchange” in this Section 15.1 means the spot rate at which                 the Agent, in accordance with normal practices, is able on the relevant date to                 purchase the Payment Currency with the Judgment Currency and includes any                 premium and costs of exchange payable in connection with the purchase.                                    ARTICLE 16                                MISCELLANEOUS   16.1  Appointment of Hypothecary Representative         Each Lender confirms the appointment and designation of The Bank of Nova Scotia (or  any  successor  thereto)  as  the  hypothecary  representative  (“fondé  de  pouvoir”)  of  the  Lenders  within the meaning of Article 2692 of the Civil Code of Québec for the purposes of holding the  hypothecary security under each deed of hypothec to be granted by an Obligor under the laws of  the  Province  of  Québec  pursuant  hereto  and,  in  such  capacity,  the  Attorney  shall  hold  the  hypothecs granted under the laws of the Province of Québec as such hypothecary representative  for all present and future Lenders in the exercise of the rights conferred thereunder. Each future     





 






                                    - 92 -   Lender that becomes a party to this Agreement, by becoming a party to this Agreement, shall be  deemed  to  have  ratified  and  confirmed  the  appointment  of  the  Attorney  as hypothecary  representative.    16.2  Deliveries, etc.         As between the Obligors, on the one hand, and the Agent and the Lenders, on the other  hand:         16.2.1   all  statements,  certificates,  consents  and  other  documents  which  the  Agent                 purports to deliver to the Obligors or any of them on behalf of the Lenders shall                 be binding on each of the Lenders, and no Obligor shall be required to ascertain                 or confirm the authority of the Agent in delivering such documents;         16.2.2   all certificates, statements, notices and other documents which are delivered by                 the Obligors or any of them to the Agent in accordance with this Agreement                 shall be deemed to have been duly delivered to each of the Lenders;         16.2.3   all payments which are delivered by the Obligors or any of them to the Agent                 in accordance with this Agreement shall be deemed to have been duly delivered                 to each of the Lenders.   16.3  Assignment by the Obligors         No Obligor shall have the right to assign any of its rights or obligations hereunder or any  interest herein without the prior written consent of all the Lenders.   16.4  Amendments to Article 7 of the Provisions         The Agent and the Lenders may amend any provision in Article 7 of the Provisions without  prior notice to or the consent of any Obligor, and the Agent shall provide a copy of any such  amendment  to  the  Obligors  reasonably  promptly  thereafter;  provided  however  if  any  such  amendment  would  adversely  affect  any  rights,  entitlements,  obligations  or  liabilities  of  the  Obligors (other than in a de minimus manner), such amendment shall not be effective until the  Obligors provide their written consent thereto, such consent not to be unreasonably withheld or  arbitrarily delayed.   16.5  Decision-Making         16.5.1   Neither this Agreement nor any other Loan Documents nor any terms hereof or                 thereof may be changed, waived, discharged or terminated unless such change,                 waiver, discharge or termination is in writing, signed by the Majority Lenders                 or the Agent on their behalf and the Borrower; provided that no such change,                 waiver, discharge or termination shall, without the consent of each Lender:                             





 






                              - 93 -                                                                                                                 16.5.2   Partial Release: The Agent and the Attorney may from time to time, without           notice to or the consent of the Lenders, execute and deliver partial releases of           the Security Documents from time to time in respect of any item of Collateral           to the extent expressly permitted in this Agreement or in respect of Collateral           having an aggregate value (as disclosed to the Agent in writing by the Obligor           which is the owner thereof) of less than C$1,000,000 in any fiscal year of the           Borrower.   16.5.3   Approval by Majority Lenders: Except for the matters described in Sections           16.5.1 and 16.5.2 and subject to any other provision of this Agreement which           specifically requires the consent of each Lender for a matter, any action to be           taken  or  decision  to  be  made  by  the  Lenders  pursuant to  this  Agreement           (specifically  including,  for  greater  certainty,  the  issuance  of  a  demand  for           payment of the Obligations or the provision of any waiver in respect of a breach           of  any  covenant)  shall  be  effective  if  approved  by  the  Majority  Lenders           pursuant to Article 7 of the Provisions; and any such decision or action shall be           final  and  binding  upon  all  the  Lenders.  Notwithstanding  anything  to  the           contrary  herein,  no  Defaulting  Lender  shall  have  any  right  to  approve  or           disapprove  any  amendment,  waiver,  consent,  discharge  or  termination           hereunder, except that the portion of the Total Commitment of such Lender may           not be increased or extended without the consent of such Lender.                  





 






                                    - 94 -   16.6  Severability         Any provision of this Agreement which is or becomes prohibited or unenforceable in any  jurisdiction shall not invalidate, affect or impair the remaining provisions hereof and any such  prohibition or unenforceability in any jurisdiction does not invalidate or render unenforceable any  such provision in any other jurisdiction.   16.7  Direct Obligation         Notwithstanding  any  other  provision  hereof,  the Borrower shall  be  obligated  directly  towards each Lender in respect of its Participation, as well as any other amounts which may be  payable by the Obligors to such Lender pursuant to or in connection with this Agreement, any  other Loan Document or any Borrowings. The obligations of each Lender are independent from  one  another,  are  not  solidary,  and  may  not  be  increased,  reduced,  extinguished  or  otherwise  affected due to the default of another Lender pursuant hereto. Any default of any party hereto in  the  performance  of  its  obligations  shall  not  release  any  of  the  other  parties  hereto  from the  performance of any of their respective obligations.   16.8  Sharing of Information         Each Obligor agree that the Agent and the Lenders may share amongst themselves and  their respective Affiliates any information which any of them may possess concerning any Obligor  in respect of its undertakings, obligations or indebtedness towards any Lender pursuant to this  Agreement, the other Loan Documents or otherwise, as well as any payment received from any  Obligor by any Lender. Without limiting the generality of the foregoing, the Agent may disclose  to any Lender and any Obligor any information contained in any notices, consents, certificates,  documents or other instruments or writings delivered to it under or pursuant to this Agreement or  any other Loan Document.   16.9  Use of Credit         The Borrower acknowledges that any Loan and other financial assistance hereby provided  is for the exclusive use of the Borrower and the other Obligors and can only be used for their  legitimate business purposes.   16.10 Term of Agreement         This Agreement shall continue in full force and effect until the Total Commitment of the  Lenders is terminated and all Obligations of the Obligors have been indefeasibly paid and satisfied  in full.   16.11 Further Assurances         The Obligors agree to do, execute, acknowledge, deliver, or cause to be done, executed,  acknowledged or delivered, all such further acts, deeds, documents, opinions and assurances as  may be reasonably requested by the Agent or any Lender from time to time during the term hereof  for the purpose of effecting the transactions contemplated hereby and by the Loan Documents.     





 






                                    - 95 -   16.12 Standard Provisions         The  model  credit  agreement  provisions  set  forth  in Schedule 16.12 form  part  of  this  Agreement. For the purposes of Schedule 16.12, the following shall apply:         16.12.1  The amount referred to in Section 10.2(f) of the Provisions is C$5,000;         16.12.2  The  Province  referred  to  in  Sections  11.1  and  11.2  of  the  Provisions  is  the                 Province of Québec; and         16.12.3  The following sentence is added at the end of Section 7.1 of the Provisions:                  For  greater  certainty,  the  Administrative  Agent,  as  part  of  its  duties  as                 Administrative Agent, is hereby appointed and shall serve as the hypothecary                 representative of the Lenders and the Issuing Bank pursuant to Article 2692 of                 the Civil Code of Québec for the purposes of any deed of hypothec granted after                 the date hereof by any Obligor.   16.13 Whole Agreement         This  Agreement,  the  other  Loan  Documents,  the  Fee  Letter  and  any  amendment  or  supplement  thereto  entered  into  in  writing  between  the  parties  hereto  constitute  the  whole  agreement between the parties hereto in respect of the Credit Facility.    16.14 Termination of Benchmark Rates          In the event that LIBOR ceases to be made available, then the Borrower and the Agent  shall  enter  into  discussions  with  a  view  to  determining  a  comparable  successor  or  alternative  interbank rate for deposits in USDollars that is, at such time, broadly accepted as the prevailing  market practice for syndicated leveraged loans of this type; provided that, if such alternative rate  of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this  Agreement.  Upon the Borrower and the Agent agreeing on such a rate, the Borrower and the  Lenders party hereto shall enter into documentation to amend the provisions hereof to refer to such  rate  and  make  all  other  adjustments  incidental  thereto.   The  parties  hereto  agree  that  such  amendment shall require the consent of the Majority Lenders.         Until an alternative rate of interest shall be determined in accordance with this Section  16.14,  (x)  any  notice  requesting  to  convert  or  continue  any  Loan  as  a  Libor  Loan  shall  be  ineffective,  and  (y)  the  Borrower  may  repay  or  convert  any  Libor  Loan  then  outstanding  in  accordance with Section 3.5 of the Provisions, which shall apply mutatis mutandis.   16.15 No Novation         Upon  the  date  hereof,  the  indebtedness  and  other  liabilities  of  the  Obligors  previously  governed by the Original Credit Agreement shall continue in full force and effect, but shall be  governed by the terms and conditions set forth in this Agreement. Such liabilities, together with  any and all additional liabilities incurred by such Obligors hereunder or under any of the other     





 






                                    - 96 -   Loan Documents, shall continue to be secured by the Security Documents. The execution and  delivery  of  this  Agreement  shall  not  constitute  a  novation  or  repayment  of  the  indebtedness  outstanding  under  the  Original  Credit  Agreement,  all  of  which  indebtedness  continues  to  be  obligations secured under the Security Documents. Each Obligor hereby acknowledges and agrees  that  any  and  all  references  in  any  Loan  Document  to  the  Original  Credit  Agreement  shall  be  deemed to be amended to refer to this Agreement, as further amended, supplemented or restated  from  time  to  time.  Each  Obligor  hereby  reaffirms  its  obligations,  liabilities  and  indebtedness  arising under each of the Loan Documents existing on the date hereof to which it is a party, in each  case after giving effect to the provisions of the preceding sentence, and confirms that each Loan  Document to which it is a party remains in full force and effect.   16.16 Language         The parties hereby confirm their express wish that this Agreement and all documents and  agreements  directly  and  indirectly  related  thereto,  including  notices,  be  drawn  up  in  English.  Notwithstanding such express wish, the parties agree that any of such documents, agreements and  notices  or  any  part  thereof  or  of  this  Agreement  may  be  drawn  up  in  French. Les  parties  reconnaissent leur volonté expresse que la présente convention ainsi que tous les documents et  conventions qui s’y rattachent directement ou indirectement, y compris les avis, soient rédigés en  langue anglaise. Nonobstant telle volonté expresse, les parties conviennent que n’importe quel  desdits documents, conventions et avis ou toute partie de ceux-ci ou de cette convention puissent  être rédigés en langue française.         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed  by their respective representatives thereunto duly authorized as of the date first above written.                     [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.                      SIGNATURE PAGES AND SCHEDULES FOLLOW.]    112246257:V9    





 






                                   - S1 -                                          Borrower:    Address for notices to the Borrower and each ALITHYA GROUP INC.  Guarantor:                                                                        Prior to June 19, 2020:                By:   (s) Authorized Signing Officer_______              700 de la Gauchetière Street West, Suite 2400,  Name:  Montréal, QC, H3B 5M2                        Title:                                           As of June 19, 2020:                     1100, Robert-Bourassa Boulevard, Suite 400  Montréal, QC, H3B 3A5    Attention: President & CEO  Telecopier: 514-221-2204                                                                                                                                                Signature page                          Amended and Restated Credit Agreement                                 Alithya Group Inc. 





 






           - S2 -                   Guarantors:                   ALITHYA USA, INC.                                                      By:   (s) Authorized Signing Officer             _                        Name:                        Title:                                                                        ALITHYA CANADA INC.                                                      By:   (s) Authorized Signing Officer             _                        Name:                        Title:                                                                        ALITHYA FINANCIAL SOLUTIONS,                  INC.                                                      By:   (s) Authorized Signing Officer             _                        Name:                        Title:                                                                        ALITHYA RANZAL, INC.                                                      By:   (s) Authorized Signing Officer             __                        Name:                        Title:                                                                                        Signature page  Amended and Restated Credit Agreement         Alithya Group Inc. 





 






           - S3 -                                     ALITHYA FULLSCOPE SOLUTIONS,                  INC.                                                      By:   (s) Authorized Signing Officer             _                        Name:                        Title:                                                                        ALITHYA CONSULTING INC.                                                      By:   (s) Authorized Signing Officer             __                        Name:                        Title:                                                                        ALITHYA DIGITAL TECHNOLOGY                  CORPORATION                                                      By:   (s) Authorized Signing Officer             __                        Name:                        Title                                                                        PRO2P SERVICES CONSEILS INC.                                                      By:   (s) Authorized Signing Officer             __                        Name:                        Title:                                                                                                          Signature page  Amended and Restated Credit Agreement         Alithya Group Inc. 





 






           - S4 -                                     ALITHYA SOLUTIONS CANADA INC.                                                      By:   (s) Authorized Signing Officer             __                        Name:                        Title                                                                        ALITHYA ZERO2TEN, INC.                                                      By:   (s) Authorized Signing Officer             __                        Name:                        Title                                                                        ALITHYA TRAVERCENT LLC                                                      By:   (s) Authorized Signing Officer             __                        Name:                        Title                                                                        ALITHYA ASKIDA CONSULTING                  SERVICES INC.                                                      By:   (s) Authorized Signing Officer             __                        Name:                        Title                                                                                                          Signature page  Amended and Restated Credit Agreement         Alithya Group Inc. 





 






           - S5 -                                     ALITHYA ASKIDA SOLUTIONS INC.                                                      By:   (s) Authorized Signing Officer             __                        Name:                        Title:                                                                                                          Signature page  Amended and Restated Credit Agreement         Alithya Group Inc. 





 






                                   - S6 -                  Address for notices:                   Administrative Agent:                                         THE BANK OF NOVA SCOTIA,  The Bank of Nova Scotia                as Administrative Agent  Global Wholesale Operations  720 King St. West, 2nd Floor             Toronto, ON M5V 2T3                                         By: (s) Authorized Signing Officer             _  Attention: Senior Manager                  Name                                             Title:  Email:  GWSLoanOps.CdnAgency@scotiabank.com                                             By: (s) Authorized Signing Officer             __  and to:                                    Name                                             Title:  In the case of all matters related to financial  reporting, security documentation and credit:    The Bank of Nova Scotia  Loan Syndications  55th Floor, Scotia Plaza  40 King St. West  Toronto, ON M5H 1H1      Attention: Head of Agency Service  Email: agency.services@scotiabank.com                                                                                                        Signature page                          Amended and Restated Credit Agreement                                 Alithya Group Inc. 





 






                                   - S7 -                                          Lenders:   Address for notices:                   THE BANK OF NOVA SCOTIA                                           The Bank of Nova Scotia                  1002 Sherbrooke Street West            By: (s) Authorized Signing Officer             __  Suite 250                                  Name  Montréal, QC H3A 3L5                       Title:    Attention: Director and Head, National   Accounts, Québec                       By: (s) Authorized Signing Officer             __                                             Name                                             Title:  Email: peter.clair@scotiabank.com                                                                                                                         Signature page                          Amended and Restated Credit Agreement                                 Alithya Group Inc. 





 






                                   - S8 -                                                            Address for notices:                   FÉDÉRATION DES CAISSES                                         DESJARDINS DU QUÉBEC                                                                                                                           By: (s) Authorized Signing Officer             _                                             Name  Attention:                                 Title:                                             Email:                                 By: (s) Authorized Signing Officer             __                                             Name                                             Title:                                                                               Signature page                          Amended and Restated Credit Agreement                                 Alithya Group Inc. 





 






                                                                          Schedule 1.1.2                        ADJUSTED EBITDA CALCULATION   This schedule has been added to calculate the Adjusted EBITDA for a specific reference  period, and will be reported if applicable in Schedules I, II and III :    Date of the calculation : _____________        (In thousands of C$)       Q[●]     Q[●]    Q[●]     Q[●]    TTM         1    Net Income:                $                                          B1   Plus (minus) the following items :    2    Total interest expense; interest $                                    B2       or dividend income; income       taxes (whether or not       deferred); depreciation and       amortization; unrealized       foreign exchange gain or loss;   3    any gain or loss attributable to $                                    B3       the sale, conversion or other       disposition of property out of       the ordinary course;   4    gains resulting from the write- $                                     B4       up of property and losses       resulting from the write-down       of property (except allowances       for doubtful accounts       receivable);   5    non-cash expense attributable $                                       B5       to compensating directors,       officers and employees of the       Borrower through the issuance       of equity interests or options or       rights to equity interests of the       Borrower:   6    amounts that are attributable to $                                    B6       persons other than Guarantors       or to minority interests in       Guarantors;     





 






                                     - 2 -   7    upfront, underwriting, agency, $                                      B7       investment banking, legal and       accounting fees incurred by       the Borrowers as they relate to       Permitted Acquisitions with all       items subject to Lenders’       consent;   8    any other item arising from an $                                      B8       event or transaction that (a)       possesses a high degree of       abnormality and is of a type       clearly unrelated to, or only       incidentally related to,       ordinary course activities of       the Borrower, (b) is not       reasonably expected to recur in       the foreseeable future, and (c)       does not depend primarily on       decisions or determinations by       management or owners of the       Borrower in each case taking       into account the environment       in which the Borrower operate,       with all items subject to       Lenders’ consent.   9    Non-recurring costs related to $                                      B9       severance, ERP       implementation and other costs   10   Adjusted EBITDA (sum of B1 $                                          B10       plus B2 to B9):              





 






                                                                            Schedule 1.1.45                                Compliance Certificate    The Bank of Nova Scotia, as Agent  Global Wholesale Operations  720 King St. West, 2nd Floor  Toronto, ON M5V 2T3     Attention: Senior Manager      Email: GWSLoanOps.CdnAgency@scotiabank.com    Dear Sirs:           I, the undersigned being the duly appointed [chief financial officer/treasurer] of Alithya   Group  inc.  (the  “Borrower”),  do  hereby  certify  to  the  Agent  and  the  Lenders,  solely  in  such   capacity and without personal liability, that:       1. This certificate is delivered pursuant to the amended and restated credit agreement dated         as  of  June 18, 2020  among  Alithya  Group  inc.,  as  Borrower,  each  of  the  guarantors         identified therein, as Guarantors, the financial institutions from time to time parties thereto,         as  Lenders,  and The Bank  of  Nova  Scotia,  as  Administrative  Agent  (as  amended,         supplemented, replaced, restated or otherwise modified, the “Credit Agreement”). Unless         otherwise defined herein, all capitalized terms appearing in this certificate (including its         Schedule I, II and III) which are defined in the Credit Agreement shall have the meanings         assigned to such terms in the Credit Agreement;       2. I am familiar with and have examined the provisions of the Credit Agreement (including,         without limitation, the financial covenants and ratios set forth in Article 12.2 thereof and         the representations, warranties and other covenants set forth in the Credit Agreement), and         I have made all appropriate investigations of the records of the Obligors and have asked all         questions to the other executives and officers of the Obligors as I have deemed necessary         or useful to allow me to give this certificate knowledgeably;       3. Based on the foregoing, the calculations set forth below (on a consolidated basis) are true         and correct and have been made in accordance with the Credit Agreement;       4. The Adjusted EBITDA calculations set forth in Schedule 1.1.2 are hereby attached;       5. The period to which the following calculations and details relate commenced on                        and ended on                  (the “Reference Period”):          5.1  Senior Debt to Adjusted EBITDA Ratio [to be included in certificates delivered              in respect of each financial quarter of the Borrower ending after April 1, 2021]                I hereby certify to the Lenders and the Agent that the Borrower is in compliance               with Section 12.2.2.1 of the Credit Agreement. At the end of the Reference Period,     





 






                                  - 2 -            the said ratio was _____:1.00, the whole as more fully appears from Schedule I           hereto.      5.2   Total Debt to Adjusted EBITDA Ratio [to be included in certificates delivered           in respect of each financial quarter of the Borrower ending after April 1, 2021]            I hereby certify to the Lenders and the Agent that the Borrower is in compliance           with Section 12.2.2.2 of the Credit Agreement. At the end of the Reference Period,           the said ratio was _____:1.00, the whole as more fully appears from Schedule II           hereto.      5.3   Fixed  Charge  Coverage  Ratio [to  be  included  in  certificates  delivered  in           respect of each financial quarter of the Borrower ending after April 1, 2021]            I hereby certify to the Lenders and the Agent that the Borrower is in compliance           with Section 12.2.2.3 of the Credit Agreement. At the end of the Reference Period,           the said ratio was      :1.00,  the  whole  as  more  fully  appears  from           Schedule III hereto.      5.4   Quarterly EBITDA [to be included in certificates delivered in respect of the           financial quarters ending on June 30, 2020, September 30, 2020, December 31,           2020 and March 31, 2021]            I hereby certify to the Lenders and the Agent that the Borrower is in compliance           with Section 12.2.1.1 of the Credit Agreement. At the end of the Reference Period,           the Adjusted TTM EBITDA was ________________.   6. During the current fiscal year, the Obligors conducted one or more Asset Disposition for a     combined aggregate amount of C$_______________ which does not exceed the sum of     C$2,500,000.   7. I hereby certify, to the best of my knowledge, after reasonable enquiry, that the Obligors     comply with the covenants in ARTICLE 12 of the Credit Agreement as of the date hereof     and that all representations and warranties of the Obligors set out in the Credit Agreement     and in any other Loan Documents are true and correct as of the date hereof.   8. I hereby certify that  I have no knowledge of any Default or Event  of Default that has     occurred and is continuing.   9. The financial statements of the Borrower for the Reference Period are delivered to the     Agent  together  with  this  Certificate  in  accordance  with  the  Credit  Agreement.  Such     financial statements present fairly and in all material respects the financial condition of the     Borrower as at the dates of such financial statements and the results of the operations of     the Borrower for the periods covered by such financial statements, all in accordance with     IFRS consistently applied (subject to normal year end adjustments and lack of footnote     disclosure in the case of interim financial statements).                  





 






                                  - 3 -   10.  I hereby certify that the Adjusted EBITDA and the total Assets  of the Non-Guarantor     Subsidiaries hereby represent ____ percent (____%) of (i) the Adjusted EBITDA of the     Borrower, and (ii) ____ percent (____%) of the total Assets of the Borrower, each on a     consolidated basis. I hereby certify that the Adjusted EBITDA and the total Assets of the     Obligors hereby  represent ____ percent  (____%)  of  (i)  the  Adjusted  EBITDA  of  the     Borrower, and (ii) ____ percent (____%) of the total Assets of the Borrower, each on a     consolidated basis.   11. I hereby certify that the information and disclosures provided in all of the schedules to     the Credit Agreement, as previously updated or corrected, are true and complete in all     respects.                                       





 






                                     - 4 -   Dated this _________ day of __________________, 20____.                                               ALITHYA GROUP INC.                                                                                                                                 By:____________________________________                                               Name:                                               Title:                                                                           





 






                                      - 5 -                                    SCHEDULE I                     SENIOR DEBT TO ADJUSTED EBITDA RATIO                                                                         1.        Senior Debt :               C$             (1)                                                                                Cash  in  BNS  Current  Accounts C$        (2)  2.        or  in  accounts  under  Deposit            Accounts  Control  Agreements            (not exceeding C$5,000,000)                                                                     3.        (1) - (2)                   C$             (3)                                                                      4.        Adjusted EBITDA :           C$             (4)                                                                      5.        Ratio of line (3) to (4):         :1.00    (5)                                                                                                                                                                  





 






                                      - 6 -                                    SCHEDULE II                     TOTAL DEBT TO ADJUSTED EBITDA RATIO                                                                         1.        Total Debt :                C$             (1)                                                                                Cash  in  BNS  Current  Accounts C$        (3)  2.        or  in  accounts  under  Deposit            Account  Control  Agreements            (not exceeding C$5,000,000)                                                                     3.        (1)+ (2)                    C$             (3)                                                                      4.        Adjusted EBITDA :           C$             (4)                                                                      5.        Ratio of line (3) to (4):         :1.00    (5)                                                                                                                                                                                 





 






                                      - 7 -                                    SCHEDULE III                        FIXED CHARGE COVERAGE RATIO   1.        Adjusted EBITDA for the past twelve $            (1)               (12) months:   2.        Cash  income  taxes  paid  during  the $         (2)               past twelve (12) months:   3.        Distributions  paid  during  the  past $         (3)               twelve (12) months:   4.        Unfunded  Capital  Expenditures  for $           (4)               the past twelve (12) months:   5.        Add lines (2), (3) and (4):     $                (5)      6.        Subtract line (5) from line (1): $               (6)      7.        Principal  repayments  on  Total  Debt $         (7)               for past twelve (12) months:   8.        Interest Expense for past twelve (12) $          (8)               months:   9.        Add lines (7) and (8)           $                (9)      10.       Ratio of line (6) to (9):             :1.00      (10)        Line (10) ratio must not be less than 1.25:1.00.                                                    





 






                                                             Schedule 1.1.169                          Total Commitment                                                     Name                    Facility A Commitments and                                             Participations                                    1.    The Bank of Nova Scotia   C$45,000,000                                  75 %                                      2.    Fédération des Caisses    C$15,000,000        Desjardins du Québec      25 %                                   





 






                                                                    Schedule 1.1.78                              List of Guarantors   1. Alithya Canada Inc.    2. Alithya USA, Inc.    3. Alithya Financial Solutions, Inc.    4. Alithya Fullscope Solutions, Inc.    5. Alithya Consulting Inc.   6. Pro2P Services Conseils Inc.   7. Alithya Ranzal, LLC    8. Alithya Digital Technology Corporation   9. Alithya Solutions Canada Inc.   10. Alithya Zero2 Ten, Inc.   11. Alithya Travercent LLC   12. Alithya Askida Consulting Services Inc.   13. Alithya Askida Solutions Inc.                        





 






                                                             Schedule 1.1.111                           Material Contract                                      Nil                  





 






                                                                         Schedule 1.1.118                                Notice of Borrowing                                            TO:   The Bank of Nova Scotia, as Agent       Global Wholesale Operations       720 King St. West, 2nd Floor       Toronto, ON M5V 2T3               Attention: Senior Manager        Email: GWSLoanOps.CdnAgency@scotiabank.com   Gentlemen:          We refer to the amended and restated credit agreement dated as of June 18, 2020 (the  “Credit Agreement”) among Alithya Group inc., as Borrower, each of the guarantors identified  therein, as Guarantors, the financial institutions from time to time parties thereto, as Lenders, and  The Bank of Nova Scotia, as Administrative Agent, and hereby:   1.     give you notice, irrevocably, that the Borrower hereby requests a Borrowing under the  Credit  Agreement,  in  the  aggregate amount  of  C$___________________  plus  US$__________________ to be made on _________________________, ____, consisting of:         (a)   C$_______________________ by way of Prime Rate Advances;         (b)   C$_______________________ by way of Acceptances and we hereby select the              Bankers’ Acceptances or BA Equivalent Advances shall mature on                            ,                       ;        (c)   US$______________________ by way of US Base Rate Advance;        (d)   US$_____________________ by way of LIBOR Advances and we hereby select              an initial Interest Period of ___________________ in respect of each LIBOR Loan              Portion.   2.     confirm that the Lenders are to make the Borrowing available in accordance with Article  3 of the Credit Agreement.   3.     confirm that no Default or Event of Default has occurred and is continuing and, without  limiting the generality of the foregoing, that all representations and warranties set out in the Credit  Agreement and the other Loan Documents are true and correct.          The expressions defined in the Credit Agreement shall have the same meaning when used  herein as that assigned to them in the Credit Agreement.          Dated:     ___________________________, ________.                                           Yours truly,    





 






- 2 -       ALITHYA GROUP INC.                        By:                                              Name:          Title:                       





 






                                                                         Schedule 1.1.119                                Notice of Conversion                                            TO:   The Bank of Nova Scotia, as Agent       Global Wholesale Operations       720 King St. West, 2nd Floor       Toronto, ON M5V 2T3               Attention: Senior Manager        Email: GWSLoanOps.CdnAgency@scotiabank.com   Gentlemen:          We refer to the amended and restated credit agreement dated as of June 18, 2020 (the  “Credit Agreement”) among Alithya Group inc., as Borrower, each of the guarantors identified  therein, as Guarantors, the financial institutions from time to time parties thereto, as Lenders, and  The Bank of Nova Scotia, as Administrative Agent, and hereby:   1.     give you notice, irrevocably, that the Borrower hereby requests a Conversion Advance  under  the  Credit  Agreement  to  be  made  on  _____________________,  ______,  the  aggregate  Conversion Advances to be as follows:   Converted Advance:                      Conversion Advance   (state details of part                  (a) Prime Rate Advances in CDollars  of Loan to be converted)                                          (b) Bankers’ Acceptances and we hereby select  USDollars/CDollars_________________        the Bankers’ Acceptances or BA Equivalent  Outstanding as: _________________          Advances     shall    mature    on  (insert Prime Rate Advances, US Base Rate  _________________, ______;  Advances, LIBOR Advances or Bankers’  Acceptances)                            (c) US Base Rate Advance in USDollars;                                          (d) LIBOR  Advance  in  USDollars  and  we                                             hereby  select  an  initial  Interest  Period  of                                             ____  months  in  respect  of  each  LIBOR                                             Loan Portion.    2.     confirm that the Lenders are to make the Conversion Advance in accordance with the  Credit Agreement.   3.     confirm that no Default or Event of Default has occurred and is continuing and, without  limiting the generality of the foregoing, that all representations and warranties set out in the Credit  Agreement and the other Loan Documents are true and correct.    





 






                                     - 2 -          The expressions defined in the Credit Agreement shall have the same meaning when used  herein as that assigned to them in the Credit Agreement.          Dated:     ___________________________, ________.                                           Yours truly,                                            ALITHYA GROUP INC.                                                                                                                                 By:                                                                                   Name:                                               Title:                                               





 






                                                                         Schedule 1.1.120                            Notice of Optional Repayment                                            TO:   The Bank of Nova Scotia, as Agent       Global Wholesale Operations       720 King St. West, 2nd Floor       Toronto, ON M5V 2T3               Attention: Senior Manager          Email: GWSLoanOps.CdnAgency@scotiabank.com   Gentlemen:          We refer to the amended and restated credit agreement dated as of June 18, 2020 (the  “Credit Agreement”) among Alithya Group inc., as Borrower, each of the guarantors identified  therein, as Guarantors, the financial institutions from time to time parties thereto, as Lenders, and  The Bank of Nova Scotia, as Administrative Agent, and hereby give you notice, irrevocably, that  the  Borrower  shall  make  an  optional  repayment  under  the  Credit  Agreement  on  __________________,  _______,  in  the  aggregate  amount  of  C$_______________  and/or  US$_______________.          The expressions defined in the Credit Agreement shall have the same meaning when used  herein as that assigned to them in the Credit Agreement.          Dated:     ___________________________, ____.                                       Yours truly,                                        ALITHYA GROUP INC.                                                                                                                     By:                                                                               Name:                                           Title:     





 






                                                                    Schedule 1.1.133.14                           Additional Permitted Liens   -  The hypothecs in favour of Banque de Développement du Canada registered at the register     of personal and movable real rights (the “RPMRR”) under numbers 16-0685451-0001,     17-0459371-0001,  18-0356804-0001,  respectively  guaranteeing  the  obligations  under     loans 011501-10, 011501-11 and 011501-12.  -  The hypothec in favour of Investissement Québec registered at the RPMRR under number     16-0428219-0001.                  





 






                                                                          Schedule 2.1.6                                    Litigation   Nil        





 






                                                                         Schedule 2.1.12                           Real and Immovable Property      I.    OWNED PROPERTIES    [Redacted]    II.   LEASED PREMISES   [Redacted]       





 






                                                                         Schedule 2.1.14                               Intellectual Property   [Redacted]    





 






                                                                         Schedule 2.1.20                                     Licenses   Nil.        





 






                                                                         Schedule 2.1.21                                 Withheld Taxes   None        





 






                                                                         Schedule 2.1.22                         Subsidiaries Jurisdiction and Shares   A)    Alithya Group inc.     (i)  Jurisdiction of organization: Québec    (ii) Shareholders: n/a    (iii) Jurisdiction  of  registered  office,  chief  executive  office  and  location  of  minute  books:        Québec   (iv) Description  of  outstanding  warrants,  subscriptions,  securities,  instruments  or  other        convertible or exchangeable rights: Share options and deferred share units.   (v)  Location of places of business and corporeal and tangible Assets:          [Redacted]   B)    Alithya USA, Inc.     (i)  Jurisdiction of organization: Delaware           (ii) Shareholders:         [Redacted]   (iii) Jurisdiction of registered office: Delaware   (iv) Jurisdiction of chief executive office: Québec   (v)  Jurisdiction of location of minute books: New York   (vi) Description  of  outstanding  warrants,  subscriptions,  securities,  instruments  or  other        convertible or exchangeable rights: None.   (vii) Location of places of business and corporeal and tangible Assets:       [Redacted]   C)    Alithya Canada Inc.     (i)  Jurisdiction of organization: Québec    (ii) Shareholders:         [Redacted]   (iii) Jurisdiction  of  registered  office,  chief  executive  office  and  location  of  minute  books:        Québec     





 






                                    - 11 -    (iv) Description  of  outstanding  warrants, subscriptions,  securities,  instruments  or  other        convertible or exchangeable rights: None.   (v)  Location of places of business and corporeal and tangible Assets:          [Redacted]    D)    Alithya Financial Solutions, Inc.     (i)  Jurisdiction of organization: Delaware    (ii) Shareholders:         [Redacted]   (iii) Jurisdiction of registered office: Delaware   (iv) Jurisdiction of chief executive office: Québec   (v)  Jurisdiction of location of minute books: New York   (vi) Description  of  outstanding  warrants,  subscriptions,  securities,  instruments  or  other        convertible or exchangeable rights: None.   (vii) Location of places of business and corporeal and tangible Assets:         [Redacted]   E)    Alithya Ranzal LLC     (i)  Jurisdiction of organization: Delaware    (ii) Shareholders/Members:         [Redacted]   (iii) Jurisdiction of registered office: Delaware   (iv) Jurisdiction of chief executive office: Québec   (v)  Jurisdiction of location of minute books: New York   (vi) Description  of  outstanding  warrants,  subscriptions,  securities,  instruments  or  other        convertible or exchangeable rights: None.   (vii) Location of places of business and corporeal and tangible Assets:         [Redacted]    F)    Alithya Fullscope Solutions, Inc.     (i)  Jurisdiction of organization: Delaware    





 






                                    - 12 -    (ii) Shareholders:         [Redacted]   (iii) Jurisdiction of registered office: Delaware   (iv) Jurisdiction of chief executive office: Québec   (v)  Jurisdiction of location of minute books: New York   (vi) Description  of  outstanding  warrants,  subscriptions,  securities,  instruments  or  other        convertible or exchangeable rights: None.   (vii) Location of places of business and corporeal and tangible Assets:         [Redacted]   G)    Alithya Consulting Inc.     (i)  Jurisdiction of organization: Québec    (ii) Shareholders:         [Redacted]   (iii) Jurisdiction  of  registered  office,  chief  executive  office  and  location  of  minute  books:        Québec   (iv) Description  of  outstanding  warrants,  subscriptions,  securities, instruments  or  other        convertible or exchangeable rights: None.   (v)  Location of places of business and corporeal and tangible Assets:          [Redacted]    H)    Pro2P Services Conseils Inc.     (i)  Jurisdiction of organization: Canada    (ii) Shareholders:         [Redacted]   (iii) Jurisdiction  of  registered  office,  chief  executive  office  and  location  of  minute  books:        Québec   (iv) Description  of  outstanding  warrants,  subscriptions,  securities,  instruments  or  other        convertible or exchangeable rights: None.   (v)  Location of places of business and corporeal and tangible Assets:         [Redacted]     





 






                                    - 13 -   I)    Alithya Digital Technology Corporation     (i)  Jurisdiction of organization: Canada    (ii) Shareholders:         [Redacted]   (iii) Jurisdiction  of  registered  office,  chief  executive  office  and  location  of  minute  books:        Ontario   (iv) Description  of outstanding  warrants,  subscriptions,  securities,  instruments  or  other        convertible or exchangeable rights: None.   (v)  Location of places of business and corporeal and tangible Assets:          [Redacted]    J)    Alithya Zero2Ten, Inc.    (i)  Jurisdiction of organization: Delaware           (ii) Shareholders:        [Redacted]   (iii) Jurisdiction of registered office: Delaware           (iv) Jurisdiction of chief executive office: Québec           (v)  Jurisdiction of location of minute books: New York           (vi) Description of outstanding warrants, subscriptions, securities, instruments or other        convertible or exchangeable rights: None.           (vii) Location of places of business and corporeal and tangible Assets:                   [Redacted]       K) Alithya Solutions Canada Inc.            (i)  Jurisdiction of organization: Canada   (ii) Shareholders:        [Redacted]   (iii) Jurisdiction  of registered  office,  chief  executive  office  and  location  of  minute  books:        Québec   (iv) Description  of  outstanding  warrants,  subscriptions,  securities,  instruments  or  other        convertible or exchangeable rights: None.    





 






                                    - 14 -    (v)  Location of places of business and corporeal and tangible Assets:          [Redacted]      L) Alithya Travercent LLC            (i)  Jurisdiction of organization: Texas    (ii) Shareholders/Members:         [Redacted]   (iii) Jurisdiction of registered office: Texas   (iv) Jurisdiction of chief executive office: Québec   (v)  Jurisdiction of location of minute books: New York   (vi) Description  of  outstanding  warrants,  subscriptions,  securities,  instruments  or  other        convertible or exchangeable rights: None.   (vii) Location of places of business and corporeal and tangible Assets:        [Redacted]   M)    Alithya Askida Solutions Inc.     (i)  Jurisdiction of organization: Québec           (ii) Shareholders:         [Redacted]    (iii) Jurisdiction  of  registered  office,  chief  executive  office  and  location  of  minute  books:        Québec    (iv) Description  of  outstanding  warrants,  subscriptions,  securities,  instruments  or  other        convertible or exchangeable rights: None.   (v)  Location of places of business and corporeal and tangible Assets:         [Redacted]    N)    Alithya Askida Consulting Services Inc.     (i)  Jurisdiction of organization: Québec    (ii) Shareholders:         [Redacted]    





 






                                   - 15 -   (iii) Jurisdiction  of  registered  office,  chief  executive  office  and  location  of  minute  books:       Québec   (iv) Description  of  outstanding  warrants,  subscriptions,  securities,  instruments  or  other       convertible or exchangeable rights: None.   (v)  Location of places of business and corporeal and tangible Assets:        [Redacted]                   





 






          Schedule 2.1.25  Corporate Chart     [Redacted]                              





 






          Schedule 2.1.26     Banking     [Redacted]                                  





 






                                                                          Schedule 2.1.28                                  Labour Matters   None.                                               





 






                                                                   Schedule 12.1.15                             Post Closing Matters   1. Within thirty (30) days from the Closing Date, account control agreements executed     between the Agent and [Redacted]                                                 





 






                                                                   Schedule 12.2.1.1                           Adjusted TTM EBITDA                                          •  Q1-2021 TTM (Jun.30/2020) : C$10,078,000 @85% = C$8,566,000 ;  •  Q2-2021 TTM (Sep.30/2020) : C$6,105,000 @85% = C$5,189,000 ;  •  Q3-2021 TTM (Dec.31/2020) : C$5,181,000 @85% = C$4,404,000 ;  •  Q4-2021 TTM (Mar.31/2021) : C$7,058,000 @85% = C$5,999,000                                                                                 





 






                                      - 2 -                                   Schedule 12.4.1.4                        Minimum Liquidity Amount Certificate    The Bank of Nova Scotia, as Agent  Global Wholesale Operations  720 King St. West, 2nd Floor  Toronto, ON M5V 2T3     Attention: Senior Manager      Email: GWSLoanOps.CdnAgency@scotiabank.com    Dear Sirs:          I, the undersigned being the duly appointed [chief financial officer/treasurer] of Alithya   Group  Inc.  (the  “Borrower”),  do  hereby  certify  to  the  Agent  and the  Lenders,  solely  in  such   capacity and without personal liability, that:       1. This certificate is delivered pursuant to the amended and restated credit agreement dated         as  of  June 18, 2020  among  Alithya  Group  Inc.,  as  Borrower,  each  of  the  guarantors         identified therein, as Guarantors, the financial institutions from time to time parties thereto,         as  Lenders,  and The Bank  of  Nova  Scotia,  as  Administrative  Agent  (as  amended,         supplemented, replaced, restated or otherwise modified, the “Credit Agreement”). Unless         otherwise defined herein, all capitalized terms appearing in this certificate (including its         Schedule I, II and III) which are defined in the Credit Agreement shall have the meanings         assigned to such terms in the Credit Agreement;       2. I am familiar with and have examined the provisions of the Credit Agreement (including,         without limitation, the financial covenants and ratios set forth in Article 12.2 thereof and         the representations, warranties and other covenants set forth in the Credit Agreement), and         I have made all appropriate investigations of the records of the Obligors and have asked all         questions to the other executives and officers of the Obligors as I have deemed necessary         or useful to allow me to give this certificate knowledgeably;       3. Based on the foregoing, the calculations set forth below (on a consolidated basis) are true         and correct and have been made in accordance with the Credit Agreement;       4. I hereby certify to the Lenders and the Agent that the Borrower is in compliance with         Section 12.2.1.2 of the Credit Agreement. At the end of the month of _______________,         the Minimum Liquidity Amount was ________________.       5. I hereby certify that  I have no knowledge of any Default or Event  of Default that has         occurred and is continuing.       6. I hereby certify that the information and disclosures provided in all of the schedules to the         Credit Agreement, as previously updated or corrected, are true and complete in all respects.          





 






                                     - 3 -   Dated this _________ day of __________________, 20____.                                               ALITHYA GROUP INC.                                                                                                                                 By:____________________________________                                               Name:                                               Title:     





 






                                                                          Schedule 16.12                         Model Credit Agreement Provisions   The attached model credit agreement provisions, which have been revised under the direction of  the  Canadian  Bankers’  Association  Secondary  Loan  Market  Specialist  Group  from  provisions  prepared by The Loan Syndications and Trading Association, Inc., form part of this Agreement,  except  for  the  footnotes  to  the  model  credit  agreement  provisions,  if  any,  and  subject  to  the  following variations:   1.    The definition of “Change in Law” shall be replaced as follow:         “Change in Law” means the occurrence, after the date of this Agreement, of any        of the following: (a) the adoption or taking effect of any Applicable Law, (b) any        change in any Applicable Law or in the administration, interpretation or application        thereof  by  any  Governmental  Authority  or  (c)  the  making  or  issuance  of any        Applicable  Law  by  any  Governmental  Authority provided,  however,  that        notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street        Reform  and  Consumer  Protection  Act  and  all  requests,  rules,  guidelines,        requirements  and  directives  thereunder,  issued  in  connection  therewith  or  in        implementation thereof, and (ii) all requests, rules, guidelines, requirements and        directives  promulgated  by  the  Agent  for  International  Settlements,  the  Basel        Committee on Banking Supervision (or any successor or similar authority) or the        United States or foreign regulatory authorities, in each case pursuant to Basel III,        shall  in  each  case  be  deemed  to  be  a  “Change  in  Law”  regardless  of  the  date        enacted, adopted, issued or implemented.   2.    Section 10.8 of the Credit Agreement shall be subject to the provisions of Section 3.2 of        these Provisions.   3.    The application of Article 5 is limited by the provisions of Section 10.10 of the Agreement.   4.    Article 7 is subject to amendment in accordance with the provisions of Section 16.4 of the        Agreement.   5.    Section 10.2(a) of the Provisions is hereby amended by deleting the words “in the case of        any  assignment  in  respect  of  a  revolving  facility,  or  $1,000,000  in  the  case  of  any        assignment in respect of a term facility” in the twelve and thirteenth lines of this Section.   6.    Any reference in the Provisions to “jointly and severally” and “severally” shall be replaced,        respectively, by the words “solidarily” and “jointly”.     





 






                                     - 2 -                          Model Credit Agreement Provisions   1.    Definitions         “Administrative  Questionnaire”  means  an  Administrative  Questionnaire  in  a  form  supplied by the Administrative Agent.         “Affiliate”  means,  with  respect  to  a  specified  Person,  another  Person  that  directly,  or  indirectly through one or more intermediaries, Controls or is Controlled by or is under common  Control with the Person specified.         “Agreement” means the amended and restated credit agreement of which these Provisions  form part.         “Applicable Law” means (a) any domestic or foreign statute, law (including common and  civil law), treaty, code, ordinance, rule, regulation, restriction or by-law (zoning or otherwise); (b)  any judgement, order, writ, injunction, decision, ruling, decree or award; (c) any regulatory policy,  practice, guideline or directive; or (d) any franchise, licence, qualification, authorization, consent,  exemption, waiver, right, permit or other approval of any Governmental Authority, binding on or  affecting the Person referred to in the context in which the term is used or binding on or affecting  the property of such Person, in each case whether or not having the force of law.         “Applicable Percentage” means with respect to any Lender, the percentage of the Total  Commitments represented by such Lender’s Commitment. If the Commitments have terminated  or expired, the Applicable Percentages shall be the percentage of the total outstanding Loans and  participations in respect of Letters of Credit represented by such Lender’s outstanding Loans and  participations in respect of Letters of Credit.         “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b)  an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a  Lender.         “Assignment and Assumption” means an assignment and assumption entered into by a  Lender and an Eligible Assignee and accepted by the Administrative Agent, in substantially the  form of Exhibit A or any other form approved by the Administrative Agent.         “Change in Law” means the occurrence, after the date of this Agreement, of any of the  following:  (a)  the  adoption  or  taking  effect  of  any  Applicable  Law,  (b)  any  change  in  any  Applicable Law or in the administration, interpretation or application thereof by any Governmental  Authority or (c) the making or issuance of any Applicable Law by any Governmental Authority.         “Control” means the possession, directly or indirectly, of the power to direct or cause the  direction of the management or policies of a Person, whether through the ability to exercise voting  power, by contract or otherwise. “Controlling” and “Controlled” have corresponding meanings.         “Default” means any event or condition that constitutes an Event of Default or that would  constitute an Event of Default except for satisfaction of any condition subsequent required to make  the event or condition an Event of Default, including giving of any notice, passage of time, or both.    





 






                                     - 3 -         “Eligible Assignee” means any Person (other than a natural person, any Obligor or any  Affiliate of an Obligor), in respect of which any consent that is required by Section 10.2 has been  obtained.         “Excluded  Taxes”  means,  with  respect  to  the  Administrative  Agent,  any  Lender,  the  Issuing Bank or any other recipient of any payment to be made by or on account of any obligation  of an Obligor hereunder, (a) taxes imposed on or measured by its net income, and franchise taxes  imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof)  under the laws of which such recipient is organized or in which its principal office is located or, in  the case of any Lender, in which its Applicable Lending Office is located, (b) any branch profits  taxes or any similar tax imposed by any jurisdiction in which the Lender is located and (c) in the  case of a Foreign Lender (other than (i) an assignee pursuant to a request by the Borrower under  Section 3.3(b), (ii) an assignee pursuant to an Assignment and Assumption made when an Event  of Default has occurred and is continuing or (iii) any other assignee to the extent that the Borrower  has expressly agreed that any withholding tax shall be an Indemnified Tax), any withholding tax  that (A) is not imposed or assessed in respect of a Loan that was made on the premise that an  exemption from such withholding tax would be available where the exemption is subsequently  determined, or alleged by a taxing authority, not to be available and (B) is required by Applicable  Law  to  be  withheld  or  paid  in  respect  of  any  amount  payable  hereunder  or  under  any  Loan  Document to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or  designates a new lending office) or is attributable to such Foreign Lender’s failure or inability  (other than as a result of a Change in Law) to comply with Section 3.2(e), except to the extent that  such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new  lending office (or assignment), to receive additional amounts from an Obligor with respect to such  withholding tax pursuant to Section 3.2(a). For greater certainty, for purposes of item (c) above, a  withholding tax includes any Tax that a Foreign Lender is required to pay pursuant to Part XIII of  the Income Tax Act (Canada) or any successor provision thereto.         “Foreign  Lender”  means  any  Lender  that  is  not  organized  under  the  laws  of  the  jurisdiction in which the Borrower is resident for tax purposes and that is not otherwise considered  or deemed in respect of any amount payable to it hereunder or under any Loan Document to be  resident for income tax or withholding tax purposes in the jurisdiction in which the Borrower is  resident  for  tax  purposes  by  application  of  the  laws  of  that  jurisdiction.  For  purposes  of  this  definition Canada and each Province and Territory thereof shall be deemed to constitute a single  jurisdiction and the United States of America, each State thereof and the District of Columbia shall  be deemed to constitute a single jurisdiction.         “Fund” means any Person (other than a natural  person) that is (or will be) engaged in  making, purchasing, holding or otherwise investing in commercial loans and similar extensions of  credit in the ordinary course of its business.         “Governmental Authority” means the government of Canada or any other nation, or of  any political subdivision thereof, whether state or local, and any agency, authority, instrumentality,  regulatory  body,  court,  central  bank  or  other  entity  exercising  executive,  legislative,  judicial,  taxing, regulatory or administrative powers or functions of or pertaining to government, including  any supra-national bodies such as the European Union or the European Central Bank and including    





 






                                     - 4 -   a Minister of the Crown, Superintendent of Financial Institutions or other comparable authority or  agency.         “Indemnified Taxes” means Taxes other than Excluded Taxes.         “Issuing Bank” means the Person named elsewhere in this Agreement as the issuer of  Letters of Credit on the basis that it is “fronting” for other Lenders and not on the basis that it is  the attorney of other Lenders to sign Letters of Credit on their behalf, or any successor issuer of  Letters of Credit. For greater certainty, where the context requires, references to “Lenders” in these  Provisions include the Issuing Bank.         “Loan” means any extension of credit by a Lender under this Agreement, including by  way of bankers’ acceptance or LIBO Rate Loan, except for any Letter of Credit or participation in  a Letter of Credit.         “Obligors” means, collectively, the Borrower and each of the guarantors of the Borrower’s  obligations that are identified elsewhere in this Agreement.         “Other Taxes” means all present or future stamp or documentary taxes or any other excise  or property taxes, charges or similar levies arising from any payment made hereunder or under any  other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect  to, this Agreement or any other Loan Document.         “Participant” has the meaning assigned to such term in Section 10.4.         “Person”  means  any  natural  person,  corporation,  limited  liability  company,  trust,  joint  venture, association, company, partnership, Governmental Authority or other entity.         “Provisions” means these model credit agreement provisions.         “Related Parties” means,  with  respect  to  any Person, such Person’s  Affiliates  and the  directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.         “Taxes”  means  all  present  or  future  taxes,  levies,  imposts,  duties,  deductions,  withholdings,  assessments,  fees  or  other  charges  imposed  by  any  Governmental  Authority,  including any interest, additions to tax or penalties applicable thereto.     





 






                                     - 5 -   2.    Terms Generally      2.1.  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 “will” shall be construed to have the same meaning and effect as the word           “shall”. Unless the context requires otherwise (a) any definition of or reference to any           agreement, instrument or other document herein (including this Agreement) shall be           construed as referring to such agreement, instrument or other document as from time           to  time  amended,  supplemented,  restated  or  otherwise  modified  (subject  to  any           restrictions on such amendments, supplements, restatements or modifications set forth           herein),  (b)  any  reference  herein  to  any  Person  shall  be  construed  to  include  such           Person’s  successors  and  permitted  assigns,  (c)  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, (d) unless otherwise expressly           stated, all references in these Provisions to Articles, Sections, Exhibits and Schedules           shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to,           these Provisions, but all such references elsewhere in this Agreement shall be construed           to refer to this Agreement apart from these Provisions, (e) any reference to any law or           regulation herein shall, unless otherwise specified, refer to such law or regulation as           amended, modified or supplemented from time to time 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.      2.2.  If there is any conflict or inconsistency between these Provisions and the other terms           of  this  Agreement,  the  other  terms  of  this  Agreement  shall  govern  to  the  extent           necessary to resolve the conflict or inconsistency.   3.    Yield Protection      3.1.  Increased Costs            (a)   Increased Costs Generally. If any Change in Law shall:                  (i) impose,  modify  or  deem  applicable  any  reserve,  special  deposit,                    compulsory loan, insurance charge or similar requirement against assets of,                    deposits with or for the account of, or credit extended or participated in by,                    any Lender;                  (ii) subject any Lender to any Tax of any kind whatsoever with respect to this                    Agreement, any Letter of Credit, any participation in a Letter of Credit or                    any Loan made by it, or change the basis of taxation of payments to such                    Lender  in  respect  thereof,  except  for  Indemnified  Taxes  or  Other  Taxes                    covered by Section 3.2 and the imposition, or any change in the rate, of any                    Excluded Tax payable by such Lender; or    





 






                                     - 6 -                  (iii)impose  on  any  Lender  or  any  applicable  interbank  market  any  other                    condition, cost or expense affecting this Agreement or Loans made by such                    Lender or any Letter of Credit or participation therein;   and the result of any of the foregoing shall be to increase the cost to such Lender of making or  maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the  cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of  Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to  reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder  (whether  of  principal,  interest  or  any  other  amount),  then  upon  request  of  such  Lender  the  Borrower will pay to such Lender such additional amount or amounts as will compensate such  Lender for such additional costs incurred or reduction suffered.            (b)   Capital  Requirements.  If  any  Lender  determines  that  any  Change  in  Law                 affecting such Lender or any lending office of such Lender or such Lender’s                 holding company, if any, regarding capital requirements has or would have the                 effect of reducing the rate of return on such Lender’s capital or on the capital                 of such Lender’s holding company, if any, as a consequence of this Agreement,                 the Commitments of such Lender or the Loans made by, or the Letters of Credit                 issued  or  participated  in  by  such  Lender,  to  a  level  below  that  which  such                 Lender or its holding company could have achieved but for such Change in Law                 (taking into consideration such Lender’s policies and the policies of its holding                 company with respect to capital adequacy), then from time to time the Borrower                 will pay to such Lender such additional amount or amounts as will compensate                 such Lender or its holding company for any such reduction suffered.            (c)   Certificates  for  Reimbursement.  A  certificate  of  a  Lender  setting  forth  the                 amount  or  amounts  necessary  to  compensate  such  Lender  or  its  holding                 company, as the case may be, as specified in paragraph (a) or (b) of this Section,                 including reasonable detail of the basis of calculation of the amount or amounts,                 and delivered to the Borrower shall be conclusive absent manifest error. The                 Borrower  shall  pay  such  Lender  the  amount  shown  as  due  on  any  such                 certificate within 10 days after receipt thereof.            (d)   Delay  in  Requests.  Failure  or  delay  on  the  part  of  any  Lender  to  demand                 compensation  pursuant  to  this  Section  shall  not  constitute  a  waiver  of  such                 Lender’s right to demand such compensation, except that the Borrower shall                 not  be  required  to  compensate  a  Lender  pursuant  to  this  Section  for  any                 increased costs incurred or reductions suffered more than nine months prior to                 the date that such Lender notifies the Borrower of the Change in Law giving                 rise to such increased costs or reductions and of such Lender’s intention to claim                 compensation therefore, unless the Change in Law giving rise to such increased                 costs or reductions is retroactive, in which case the nine-month period referred                 to above shall be extended to include the period of retroactive effect thereof.      3.2.  Taxes     





 






                            - 7 -   (a)   Payments Subject to Taxes. If any Obligor, the Administrative Agent, or any        Lender is required by Applicable Law to deduct or pay any Indemnified Taxes        (including any Other Taxes) in respect of any payment by or on account of any        obligation of an Obligor hereunder or under any other Loan Document, then (i)        the sum payable shall be increased by that Obligor when payable as necessary        so  that  after  making  or  allowing  for  all  required  deductions  and  payments        (including  deductions  and  payments  applicable  to  additional  sums  payable        under this Section) the Administrative Agent or Lender, as the case may be,        receives  an  amount  equal  to  the  sum  it  would  have  received  had  no  such        deductions  or payments  been required, (ii) the Obligor shall make any such        deductions required to be made by it under Applicable Law and (iii) the Obligor        shall  timely  pay  the  full  amount  required  to  be  deducted  to  the  relevant        Governmental Authority in accordance with Applicable Law.   (b)   Payment of Other Taxes by the Borrower. Without limiting the provisions of        paragraph (a) above,  the  Borrower  shall  timely  pay  any  Other  Taxes  to  the        relevant Governmental Authority in accordance with Applicable Law.   (c)   Indemnification  by  the  Borrower.  The  Borrower  shall  indemnify  the        Administrative Agent and each Lender, within 10 days after demand therefor,        for  the  full  amount  of  any  Indemnified  Taxes  or  Other  Taxes  (including        Indemnified Taxes or Other Taxes imposed or asserted on or attributable to        amounts payable under this Section) paid by the Administrative Agent or such        Lender and any penalties, interest and reasonable expenses arising therefrom or        with respect thereto, whether or not such Indemnified Taxes or Other Taxes        were correctly or legally imposed or asserted by the relevant Governmental        Authority. A certificate as to the amount of such payment or liability delivered        to the Borrower by a Lender (with a copy to the Administrative Agent), or by        the Administrative Agent on its own behalf or on behalf of a Lender, shall be        conclusive absent manifest error.   (d)   Evidence of Payments. As soon as practicable after any payment of Indemnified        Taxes or Other Taxes by an Obligor to a Governmental Authority, the Obligor        shall deliver to the Administrative Agent the original or a certified copy of a        receipt  issued  by  such  Governmental  Authority  evidencing  such  payment,  a        copy of the return reporting such payment or other evidence of such payment        reasonably satisfactory to the Administrative Agent.   (e)   Status of Lenders. Any Foreign Lender that is entitled to an exemption from or        reduction  of  withholding  tax  under  the  law  of  the  jurisdiction  in  which  the        Borrower is resident for tax purposes, or any treaty to which such jurisdiction        is  a  party,  with  respect  to  payments  hereunder  or  under  any  other  Loan        Document shall, at the request of the Borrower, deliver to the Borrower (with a        copy to the Administrative Agent), at the time or times prescribed by Applicable        Law or reasonably requested by the Borrower or the Administrative Agent, such        properly completed and executed documentation prescribed by Applicable Law        as will permit such payments to be made without withholding or at a reduced                 





 






                                  - 8 -               rate of withholding. In addition, (a) any Lender, if 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  withholding  or              information reporting requirements, and (b) any Lender that ceases to be, or to              be deemed to be, resident in Canada for purposes of Part XIII of the Income Tax              Act (Canada) or any successor provision thereto shall within five days thereof              notify the Borrower and the Administrative Agent in writing.         (f)   Treatment of Certain Refunds and Tax Reductions. If the Administrative Agent              or a Lender determines, in its sole discretion, that it has received a refund of              any Taxes or Other Taxes as to which it has been indemnified by the Borrower              or with respect to which an Obligor has paid additional amounts pursuant to this              Section or that, because of the payment of such Taxes or Other Taxes, it has              benefited from a reduction in Excluded Taxes otherwise payable by it, it shall              pay to the Borrower or Obligor, as applicable, an amount equal to such refund              or reduction (but only to the extent of indemnity payments made, or additional              amounts paid, by the Borrower or Obligor under this Section with respect to the              Taxes or Other Taxes giving rise to such refund or reduction), net of all out-of-             pocket expenses of the Administrative Agent or such Lender, as the case may              be,  and  without  interest  (other  than  any  net  after-Tax  interest  paid  by  the              relevant Governmental Authority with respect to such refund). The Borrower              or Obligor as applicable, upon the request of the Administrative Agent or such              Lender, agrees to repay the amount paid over to the Borrower or Obligor (plus              any penalties, interest or other charges imposed by the relevant Governmental              Authority) to the Administrative Agent or such Lender if the Administrative              Agent  or such Lender is required to  repay such  refund or reduction to  such              Governmental Authority. This paragraph shall not be construed to require the              Administrative Agent or any Lender to make available its tax returns (or any              other information relating to its taxes that it deems confidential) to the Borrower              or any other Person, to arrange its affairs in any particular manner or to claim              any available refund or reduction.   3.3.  Mitigation Obligations: Replacement of Lenders         (a)   Designation  of  a  Different  Lending  Office.  If  any  Lender  requests              compensation under Section 3.1, or requires the Borrower to pay any additional              amount to any Lender or any Governmental Authority for the account of any              Lender pursuant to Section 3.2, then 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 affiliates, if, in the judgment of such Lender, such designation or              assignment (i) would eliminate or reduce amounts payable pursuant to Section              3.1 or 3.2 , as the case may be, in the future and (ii) would not subject such              Lender  to  any  unreimbursed  cost  or  expense  and  would  not  otherwise  be              disadvantageous  to  such  Lender.  The  Borrower  hereby  agrees  to  pay  all                 





 






                                     - 9 -                  reasonable costs and expenses incurred by any Lender in connection with any                 such designation or assignment.            (b)   Replacement of Lenders. If any Lender requests compensation under Section                 3.1, 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                 3.2, if any Lender’s obligations are suspended pursuant to Section 3.4 or if any                 Lender defaults in its obligation to fund Loans hereunder, then the Borrower                 may, at its sole expense and effort, upon 10 days’ notice to such Lender and the                 Administrative  Agent,  require  such  Lender  to  assign  and  delegate,  without                 recourse (in accordance with and subject to the restrictions contained in, and                 consents  required  by,  Section 10),  all  of  its  interests,  rights  and obligations                 under this Agreement and the related other Loan Documents to an assignee that                 shall  assume  such  obligations  (which  assignee  may  be  another  Lender,  if  a                 Lender accepts such assignment), provided that:                  (i) the Borrower pays the Administrative Agent the assignment fee specified                    in Section 10.2(f);                  (ii) the  assigning  Lender  receives  payment  of  an  amount  equal  to  the                    outstanding principal of its Loans and participations in disbursements under                    Letters  of  Credit,  accrued  interest  thereon,  accrued  fees  and  all  other                    amounts  payable  to  it  hereunder  and  under  the  other  Loan  Documents                    (including any breakage costs and amounts required to be paid under this                    Agreement as a result of prepayment to a Lender) from the assignee (to the                    extent of such outstanding principal and accrued interest and fees) or the                    Borrower (in the case of all other amounts);                  (iii)in the case of any such assignment resulting from a claim for compensation                    under Section 3.1 or payments required to be made pursuant to Section 3.2,                    such  assignment  will  result  in  a  reduction  in  such  compensation  or                    payments thereafter; and                  (iv) such assignment does not conflict with Applicable Law.            A Lender shall not be required to make any such assignment or delegation if, prior  thereto,  as  a  result  of  a  waiver  by  such  Lender  or  otherwise,  the  circumstances  entitling  the  Borrower to require such assignment and delegation cease to apply.      3.4.  Illegality            If any Lender determines that any Applicable Law has made it unlawful, or that any  Governmental Authority has asserted that it is unlawful, for any Lender or its Applicable Lending  Office  to  make  or  maintain  any  Loan  (or  to  maintain  its  obligation  to  make  any  Loan),  or  to  participate in, issue or maintain any Letter of Credit (or to maintain its obligation to participate in  or to issue any Letter of Credit), or to determine or charge interest rates based upon any particular  rate, then, on 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    





 






                                    - 10 -   such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise  to  such  determination  no  longer  exist.  Upon  receipt  of  such  notice,  the  Borrower  shall,  upon  demand from such Lender (with a copy to the Administrative Agent), prepay or, if conversion  would avoid the activity that is unlawful, convert any Loans, or take any necessary steps with  respect  to  any  Letter  of  Credit in  order  to  avoid  the  activity  that  is  unlawful.  Upon  any  such  prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid  or converted. Each Lender agrees to designate a different Lending Office if such designation will  avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise  be materially disadvantageous to such Lender.      3.5.  Inability to Determine Rates Etc.            If the Majority Lenders determine that for any reason a market for bankers’ acceptances  does not exist at any time or the Lenders cannot for other reasons, after reasonable efforts, readily  sell bankers’ acceptances or perform their other obligations under this Agreement with respect to  bankers’ acceptances, the Administrative Agent will promptly so notify the Borrower and each  Lender. Thereafter, the Borrower’s right to request the acceptance of bankers’ acceptances shall  be and remain suspended until the Majority Lenders determine and the Agent notifies the Borrower  and each Lender that the condition causing such determination no longer exists.   4.    Right of Setoff         If an Event of Default has occurred and is continuing, each of the Lenders and each of their  respective Affiliates is hereby authorized at any time and from time to time to set off and apply  any and all deposits (general or special, time or demand, provisional or final, in whatever currency)  at any time held and other obligations (in whatever currency) at any time owing by such Lender  or any such Affiliate to or for the credit or the account of any Obligor against any and all of the  obligations of the Borrower now or hereafter existing under this Agreement or any other Loan  Document to such Lender, irrespective of whether or not such Lender has made any demand under  this Agreement or any other Loan Document and although such obligations of the Obligor may be  contingent or unmatured or are owed to a branch or office of such Lender different from the branch  or office holding such deposit or obligated on such indebtedness. The rights of each the Lenders  and  their  respective  Affiliates  under  this  Section  are  in  addition  to  other  rights  and  remedies  (including other rights of setoff, consolidation of accounts and bankers’ lien) that the Lenders or  their respective Affiliates may have. Each Lender agrees to promptly notify the Borrower and the  Administrative Agent after any such setoff and application, but the failure to give such notice shall  not affect the validity of such setoff and application. If any Affiliate of a Lender exercises any  rights under this Section 4, it shall share the benefit received in accordance with Section 5 as if the  benefit had been received by the Lender of which it is an Affiliate.   5.    Sharing of Payments by Lenders         If any Lender, by exercising any right of setoff or counterclaim or otherwise, obtains any  payment or other reduction that might result in such Lender receiving payment or other reduction  of  a  proportion  of  the  aggregate  amount  of  its  Loans  and  accrued  interest  thereon  or  other  obligations hereunder greater than its pro rata share thereof as provided herein, then the Lender  receiving such payment or other reduction shall (a) notify the Administrative Agent of such fact,    





 






                                    - 11 -   and (b) purchase (for cash at face value) participations in the Loans and such other obligations of  the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all  such payments shall be shared by the Lenders rateably in accordance with the aggregate amount  of principal of and  accrued interest  on their respective Loans  and other amounts  owing them,  provided that      5.1.  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,      5.2.  the provisions of this Section shall not be construed to apply to (x) any payment made           by any Obligor pursuant to and in accordance with the express terms of this Agreement           or (y) any payment obtained by a Lender as consideration for the assignment of or sale           of a participation in any of its Loans or participations in disbursements under Letters           of Credit to any assignee or participant, other than to any Obligor or any Affiliate of an           Obligor (as to which the provisions of this Section shall apply); and      5.3.  the provisions of this Section shall not be construed to apply to (w) any payment made           while no Event of Default has occurred and is continuing in respect of obligations of           the Borrower to such Lender that do not arise under or in connection with the Loan           Documents,  (x) any payment made in  respect  of an obligation that is  secured by a           Permitted Lien or that is otherwise entitled to priority over the Borrower’s obligations           under or in connection with the Loan Documents, (y) any reduction arising from an           amount owing to an Obligor upon the termination of derivatives entered into between           the Obligor and such Lender, or (z) any payment to which such Lender is entitled as a           result of any form of credit protection obtained by such Lender.            The Obligors consent to the foregoing and agree, to the extent they may effectively do  so  under  Applicable  Law,  that  any  Lender  acquiring  a  participation  pursuant  to  the  foregoing  arrangements  may exercise against each Obligor rights  of setoff  and counterclaim  and similar  rights of Lenders with respect to such participation as fully as if such Lender were a direct creditor  of each Obligor in the amount of such participation.   6.    Administrative Agent’s Clawback      6.1.  Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative           Agent  shall  have  received  notice  from  a  Lender  prior  to  the  proposed  date  of  any           advance of funds that such Lender will not make available to the Administrative Agent           such Lender’s share of such advance, the Administrative Agent may assume that such           Lender has made such share available on such date in accordance with the provisions           of  this  Agreement  concerning  funding  by  Lenders  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  advance  available  to  the           Administrative Agent, then the applicable Lender shall 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 a rate determined by the    





 






                                    - 12 -            Administrative  Agent  in  accordance  with  prevailing  banking  industry  practice  on           interbank compensation. If such Lender pays such amount to the Administrative Agent,           then such amount shall constitute such Lender’s Loan included in such advance. If the           Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent           forthwith on demand such corresponding amount with interest thereon at the interest           rate  applicable  to  the  advance  in  question.  Any  payment  by  the  Borrower  shall  be           without prejudice to any claim the Borrower may have against a Lender that has failed           to make such payment to the Administrative Agent.      6.2.  Payments  by  Borrower;  Presumptions  by  Administrative  Agent.  Unless  the           Administrative Agent shall have received notice from the Borrower prior to the date on           which any payment is due to the Administrative Agent for the account of any Lender           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 the amount due to the           Lenders. In such event, if the Borrower has not in fact made such payment, then each           of  the  Lenders  severally  agrees  to  repay  to  the  Administrative  Agent  forthwith  on           demand the amount so distributed to such Lender 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 a rate determined by the Administrative           Agent  in  accordance  with  prevailing  banking  industry  practice  on  interbank           compensation.   7.    Agency      7.1.  Appointment  and  Authority.  Each  of  the  Lenders  and  the  Issuing  Bank  hereby           irrevocably  appoints  the  Person  identified  elsewhere  in  this  Agreement  as  the           Administrative Agent to act on its behalf as the Administrative Agent hereunder and           under the other Loan Documents and authorizes the Administrative Agent to take such           actions on its behalf and to exercise such powers as are delegated to the Administrative           Agent by the terms hereof or thereof, together with such actions and powers as are           reasonably incidental thereto. The provisions of this Article are solely for the benefit           of the Administrative Agent, the Lenders and the Issuing Bank, and no Obligor shall           have rights as a third party beneficiary of any of such provisions.      7.2.  Rights as a Lender. The Person serving as the Administrative Agent hereunder shall           have the same rights and powers in its capacity as a Lender as any other Lender and           may exercise the same as though it were not the Administrative Agent and the term           “Lender”  or  “Lenders”  shall,  unless  otherwise  expressly  indicated  or  unless  the           context  otherwise  requires,  include  the  Person  serving  as  the  Administrative  Agent           hereunder in its individual capacity. Such Person and its Affiliates may accept deposits           from, lend money to, act as the financial advisor or in any other advisory capacity for           and generally engage in any kind of business with any Obligor or any Affiliate thereof           as if such Person were not the Administrative Agent and without any duty to account           to the Lenders.      7.3.  Exculpatory Provisions    





 






                           - 13 -   (a)   The Administrative Agent shall not have any duties or obligations except those        expressly set forth herein and in the other Loan Documents. Without limiting        the generality of the foregoing, the Administrative Agent:         (i) shall not be subject to any fiduciary or other implied duties, regardless of           whether a Default has occurred and is continuing;         (ii) shall  not  have  any  duty to  take  any  discretionary  action  or  exercise  any           discretionary  powers,  except  discretionary  rights  and  powers  expressly           contemplated  hereby  or  by  the other  Loan  Documents  that  the           Administrative Agent is required to exercise as directed in writing by the           Majority Lenders (or such other number or percentage of the Lenders as           shall  be  expressly  provided  for  in  the  Loan  Documents),  but  the           Administrative Agent shall not be required to take any action that, in its           opinion or the opinion of its counsel, may expose the Administrative Agent           to liability or that is contrary to any Loan Document or Applicable Law;           and         (iii)shall  not,  except  as  expressly  set  forth  herein  and  in  the  other  Loan           Documents, have any duty to disclose, and shall not be liable for the failure           to disclose, any information relating to the Borrower or any of its Affiliates           that  is  communicated  to  or  obtained  by  the  Person  serving  as  the           Administrative Agent or any of its Affiliates in any capacity.   (b)   The Administrative Agent shall not be liable for any action taken or not taken        by it (i) with the consent or at the request of the Majority Lenders (or such other        number or percentage of the Lenders as is necessary, or as the Administrative        Agent  believes in  good  faith is  necessary, under the provisions of the Loan        Documents)  or  (ii)  in  the  absence  of  its  own  gross  or  intentional  fault. The        Administrative Agent shall be deemed not to have knowledge of any Default        unless and until notice describing the Default is given to the Administrative        Agent by the Borrower or a Lender.   (c)   Except as otherwise expressly specified in this Agreement, the Administrative        Agent shall not be responsible for or have any duty to ascertain or inquire into        (i) any statement, warranty or representation made in or in connection with this        Agreement or any other Loan Document, (ii) the contents of any certificate,        report or other document delivered hereunder or thereunder or in connection        herewith  or  therewith,  (iii)  the  performance  or  observance  of  any  of  the        covenants, agreements or other terms or conditions set forth herein or therein        or the occurrence of any Default, (iv) the validity, enforceability, effectiveness        or  genuineness  of this  Agreement,  any  other  Loan  Document  or  any  other        agreement,  instrument  or  document  or  (v)  the  satisfaction  of  any  condition        specified in this Agreement, other than to confirm receipt of items expressly        required to be delivered to the Administrative Agent.                          





 






                                    - 14 -      7.4.  Reliance by Administrative Agent            The Administrative Agent shall be entitled to rely upon, and shall not incur any liability  for relying upon, any notice, request, certificate, consent, statement, instrument, document or other  writing  (including  any  electronic  message,  Internet  or  intranet  posting  or  other  distribution)  believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper  Person.  The  Administrative  Agent  also  may  rely  upon  any  statement  made  to  it  orally  or by  telephone and believed by it to have been made by the proper Person, and shall not incur any  liability  for  relying  thereon.  In  determining  compliance  with  any  condition  hereunder  to  the  making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the  satisfaction of a Lender or the Issuing Bank, the Administrative Agent may presume that such  condition is satisfactory to such Lender or the Issuing Bank unless the Administrative Agent shall  have received notice to the contrary from such Lender or the Issuing Bank prior to the making of  such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with  legal counsel (who may be counsel for the Borrower), independent accountants and other experts  selected by it, and shall not be liable for any action taken or not taken by it in accordance with the  advice of any such counsel, accountants or experts.      7.5.  Indemnification of Administrative Agent            Each Lender agrees to indemnify the Administrative Agent and hold it harmless (to the  extent not reimbursed by the Borrower), rateably according to its Applicable Percentage (and not  jointly or jointly and severally) from and against any and all losses, claims, damages, liabilities  and related expenses, including the fees, charges and disbursements of any counsel, which may be  incurred by or asserted against the Administrative Agent in any way relating to or arising out of  the Loan Documents or the transactions therein contemplated. However, no Lender shall be liable  for any portion of such losses, claims, damages, liabilities and related expenses resulting from the  Administrative Agent’s intentional or gross fault.      7.6.  Delegation of Duties            The Administrative Agent may perform any and all of its duties and exercise its rights  and powers hereunder or under any other Loan Document by or through any one or more sub- agents  appointed  by  the  Administrative  Agent  from  among  the  Lenders  (including  the  Person  serving as Administrative Agent) and their respective Affiliates. The Administrative Agent and  any such sub-agent may perform any and all of its duties and exercise its rights and powers by or  through their respective Related Parties. The provisions of this Article and other provisions of this  Agreement for the benefit of the Administrative Agent shall apply to any such sub-agent and to  the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their  respective activities in connection with the syndication of the credit facilities provided for herein  as well as activities as Administrative Agent.      7.7.  Replacement of Administrative Agent            (a)   The Administrative Agent may at any time give notice of its resignation to the                 Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice                 of resignation, the Majority Lenders shall have the right, in consultation with                 the  Borrower,  to  appoint  a  successor,  which  shall  be  a  Lender  having  a    





 






                           - 15 -         Commitment  to  a  revolving  credit  if  one  or  more  is  established  in  this        Agreement and having an office in Toronto, Ontario or Montréal, Québec, or        an Affiliate of any such Lender with  an office in Toronto or Montréal.  The        Administrative Agent may also be removed at any time by the Majority Lenders        upon 30 days’ notice to the Administrative Agent and the Borrower as long as        the Majority Lenders, in consultation with the Borrower, appoint and obtain the        acceptance of a successor within such 30 days, which shall be a Lender having        a  Commitment  to  a  revolving  credit  if  one  or  more  is  established  in  this        Agreement and having an office in Toronto or Montréal, or an Affiliate of any        such Lender with an office in Toronto or Montréal.   (b)   If no such successor shall have been so appointed by the Majority Lenders and        shall  have  accepted  such  appointment  within  30  days  after  the  retiring        Administrative  Agent  gives  notice  of  its  resignation,  then  the  retiring        Administrative  Agent  may  on  behalf  of  the  Lenders,  appoint  a  successor        Administrative  Agent  meeting  the  qualifications  specified  in  Section 7.7(a),        provided that if the Administrative Agent  shall notify the Borrower and the        Lenders that no qualifying Person has accepted such appointment, then such        resignation shall nonetheless become effective in accordance with such notice        and (1) the retiring Administrative Agent shall be discharged from its duties        and obligations hereunder and under the other Loan Documents (except that in        the case of any collateral security held by the Administrative Agent on behalf        of the Lenders under any of the Loan Documents, the retiring Administrative        Agent  shall  continue  to  hold  such  collateral  security  until  such  time  as  a        successor  Administrative  Agent  is  appointed)  and  (2)  all  payments,        communications and determinations provided to be made by, to or through the        Administrative Agent shall instead be made by or to each Lender directly, until        such time as the Majority Lenders appoint a successor Administrative Agent as        provided for above in the preceding paragraph.   (c)   Upon  a  successor’s  appointment  as  Administrative  Agent  hereunder,  such        successor shall succeed to and become vested with all of the rights, powers,        privileges  and  duties  of  the  former  Administrative  Agent,  and  the  former        Administrative Agent shall be discharged from all of its duties and obligations        hereunder  or  under  the  other  Loan  Documents  (if  not  already  discharged        therefrom  as provided in  the preceding  paragraph). The fees  payable by the        Borrower  to  a  successor  Administrative  Agent  shall  be  the  same  as  those        payable to its predecessor unless otherwise agreed between the Borrower and        such  successor.  After  the  termination  of  the  service  of  the  former        Administrative Agent, the provisions of this Section 7 and of Section 9 shall        continue in effect for the benefit of such former Administrative Agent, its sub-       agents and their respective Related Parties in respect of any actions taken or        omitted to be taken by any of them while the former Administrative Agent was        acting as Administrative Agent.                  





 






                                    - 16 -      7.8.  Non-Reliance on Administrative Agent and Other Lenders            Each Lender and the Issuing Bank acknowledges that it has, independently and without  reliance upon the Administrative Agent or any other Lender or any of their Related Parties and  based  on  such  documents  and  information  as  it  has  deemed  appropriate,  made  its  own  credit  analysis  and  decision  to  enter  into  this  Agreement.  Each  Lender  and  the  Issuing  Bank  also  acknowledges that it will, independently and without reliance upon the Administrative Agent or  any other Lender or any of their Related Parties and based on such documents and information as  it shall from time to time deem appropriate, continue to make its own decisions in taking or not  taking  action  under  or  based  upon  this  Agreement,  any  other  Loan  Document  or  any  related  agreement or any document furnished hereunder or thereunder.      7.9.  Collective Action of the Lenders            Each of the Lenders hereby acknowledges that to the extent permitted by Applicable  Law, any collateral security and the remedies provided under the Loan Documents to the Lenders  are for the benefit of the Lenders collectively and acting together and not severally and further  acknowledges that its rights hereunder and under any collateral security are to be exercised not  severally, but by the Administrative Agent upon the decision of the Majority Lenders (or such  other  number  or  percentage  of  the  Lenders  as  shall  be  expressly  provided  for  in  the  Loan  Documents).  Accordingly, notwithstanding  any  of  the  provisions  contained  herein  or  in  any  collateral security, each of the Lenders hereby covenants and agrees that it shall not be entitled to  take any action hereunder or thereunder including, without limitation, any declaration of default  hereunder or thereunder but that any such action shall be taken only by the Administrative Agent  with the prior written agreement of the Majority Lenders (or such other number or percentage of  the Lenders as shall be expressly provided for in the Loan Documents). Each of the Lenders hereby  further covenants and agrees that upon any such written agreement being given, it shall co-operate  fully  with  the  Administrative  Agent  to  the  extent  requested  by  the  Administrative  Agent.  Notwithstanding the foregoing, in the absence of instructions from the Lenders and where in the  sole opinion of the Administrative Agent, acting reasonably and in good faith, the exigencies of  the situation warrant such action, the Administrative Agent may without notice to or consent of  the Lenders take such action on behalf of the Lenders as it deems appropriate or desirable in the  interest of the Lenders.      7.10. No Other Duties. etc.            Anything herein to the contrary notwithstanding, none of the Bookrunners, Arrangers  or holders of similar titles, if any, specified in this Agreement shall have any powers, duties or  responsibilities under this Agreement or any of the other Loan Documents, except in its capacity,  as applicable, as the Administrative Agent or a Lender hereunder.   8.    Notices: Effectiveness; Electronic Communication      8.1.  Notices Generally            Except in the case of notices and other communications expressly permitted to be given  by telephone (and except as-provided in Section 8.2 below), all notices and other communications  provided for herein shall be in writing and shall be delivered by hand or overnight courier service,    





 






                                    - 17 -   mailed by certified or registered mail or sent by telecopier to the addresses or telecopier numbers  specified elsewhere in this Agreement or, if to a Lender, to it at its address or telecopier number  specified in the Register or, if to an Obligor other than the Borrower, in care of the Borrower.            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 telecopier shall be deemed  to have been given when sent (except that, if not given on a business day between 9:00 a.m. and  5:00 p.m. local time where the recipient is located, shall be deemed to have been given at 9:00 a.m.  on the next business day for the recipient). Notices delivered through electronic communications  to the extent provided in Section 8.2 below, shall be effective as provided in said Section 8.2.      8.2.  Electronic Communications            Notices and other communications to the Lenders and the Issuing Bank hereunder may  be delivered or furnished by electronic communication (including e-mail and Internet or intranet  websites)  pursuant  to  procedures  approved  by  the  Administrative  Agent,  provided  that  the  foregoing shall not apply to notices to any Lender of Loans to be made or Letters of Credit to be  issued if such Lender has notified the Administrative Agent that it is incapable of receiving notices  under such Article by electronic communication. The Administrative Agent or the Borrower may,  in its discretion, agree to accept notices and other communications to it hereunder by electronic  communications pursuant to procedures approved by it, provided that approval of such procedures  may be limited to particular notices or communications.            Unless  the  Administrative  Agent  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),  provided  that  if  such  notice 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, 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.      8.3.  Change of Address, Etc.            Any party hereto may change its address or telecopier number for notices and other  communications hereunder by notice to the other parties hereto.   9.    Expenses; Indemnity: Damage Waiver      9.1.  Costs and Expenses            The  Borrower  shall  pay  (i)  all  reasonable  out-of-pocket  expenses  incurred  by  the  Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements  of counsel for the Administrative Agent, in connection with the syndication of the credit facilities  provided for herein, the preparation, negotiation, execution, delivery and administration of this  Agreement and the other Loan Documents or any amendments, modifications or waivers of the    





 






                                    - 18 -   provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall  be  consummated),  (ii)  all  reasonable  out-of-pocket  expenses  incurred  by  the  Issuing  Bank  in  connection with the issuance, amendment, renewal or extension of any Letter of Credit or any  demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the  Administrative Agent, any Lender or the Issuing Bank, including the reasonable fees, charges and  disbursements  of  counsel,  in  connection  with  the  enforcement  or  protection  of  its rights  in  connection with this Agreement and the other Loan Documents, including its rights under this  Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all  such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect  of such Loans or Letters of Credit.      9.2.  Indemnification by the Borrower            The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof),  each Lender and the Issuing Bank, and each Related Party of any of the foregoing Persons (each  such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any  and all losses, claims, damages, liabilities and related expenses, including the fees, charges and  disbursements of any counsel for any Indemnitee, incurred by any Indemnitee or asserted against  any Indemnitee by any third party or by any Obligor arising out of, in connection with, or as a  result  of  (i)  the  execution  or  delivery  of  this  Agreement,  any  other  Loan  Document  or  any  agreement or instrument contemplated hereby or thereby, the performance or non-performance by  the parties hereto of their respective obligations hereunder or thereunder or the consummation or  non-consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of  Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing  Bank  to  honor  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), (iii)  any actual or alleged presence or Release of Hazardous Materials on or from any property owned  or operated by any Obligor, or any Environmental Liability related in any way to any Obligor, or  (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the  foregoing, whether based on contract, tort or any other theory, whether brought by a third party or  by an Obligor and regardless of whether any Indemnitee is a party thereto, provided that such  indemnity  shall  not,  as  to  any  Indemnitee,  be  available  to  the  extent  that  such  losses,  claims,  damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by  final and non-appealable judgment to have resulted from the intentional or gross fault of such  Indemnitee or (y) result from a claim brought by the Borrower or any other Obligor against an  Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other  Loan Document, if the Obligor has obtained a final and non-appealable judgment in its favour on  such claim as determined by a court of competent jurisdiction, nor shall it be available in respect  of matters specifically addressed in Sections 3.1, 3.2 and 9.1.      9.3.  Reimbursement by Lenders            To the extent that the Borrower for any reason fails to indefeasibly pay any amount  required under Section 9.1 or 9.2 to be paid by it to the Administrative Agent (or any sub-agent  thereof), the Issuing Bank or any Related Party of any of the foregoing, each Lender severally  agrees  to  pay  to  the  Administrative  Agent  (or  any  such  sub-agent),  the  Issuing  Bank  or  such  Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time    





 






                                    - 19 -   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 (or any  such sub-agent) or the Issuing Bank in its capacity as such, or against any Related Party of any of  the foregoing  acting for the Administrative Agent  (or any such sub-agent) or  Issuing Bank in  connection with such capacity. The obligations of the Lenders under this Section 10.3 are subject  to the other provisions of this Agreement concerning several liability of the Lenders.      9.4.  Waiver of Consequential Damages, Etc.            To the fullest extent permitted by Applicable Law, the Obligors shall not assert, and  hereby  waive,  any  claim  against  any  Indemnitee,  on  any  theory  of  liability,  for  indirect,  consequential, punitive, aggravated or exemplary damages (as opposed to direct damages) arising  out of, in connection with, or as a result of, this Agreement, any other Loan Document or any  agreement  or  instrument  contemplated  hereby  (or  any  breach  thereof),  the  transactions  contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof.  No Indemnitee shall be liable for any damages arising from the use by unintended recipients of  any  information  or  other  materials  distributed  by  it  through  telecommunications,  electronic  or  other  information  transmission  systems  in  connection  with  this  Agreement  or  the  other  Loan  Documents or the transactions contemplated hereby or thereby.      9.5.  Payments            All amounts due under this Section shall be payable promptly after demand therefor. A  certificate of the Administrative Agent or a Lender setting forth the amount or amounts owing to  the Administrative Agent, Lender or a sub-agent or Related Party, as the case may be, as specified  in this Section, including reasonable detail of the basis of calculation of the amount or amounts,  and delivered to the Borrower shall be conclusive absent manifest error.   10.   Successors and Assigns      10.1. Successors and Assigns Generally            The provisions of this Agreement shall be binding upon and inure to the benefit of the  parties hereto and their respective successors and assigns permitted hereby, except that no Obligor  may assign or otherwise transfer any of its rights or obligations hereunder without the prior written  consent of the Administrative Agent and each Lender and no Lender may assign or otherwise  transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance  with the provisions of Section 10.2, (ii) by way of participation in accordance with the provisions  of  Section 10.4,  or  (iii)  by  way  of  pledge  or  assignment  of  a  security  interest  subject  to  the  restrictions of Section 10.6 (and any other attempted assignment or transfer by any party hereto  shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to  confer  upon  any  Person  (other  than  the  parties  hereto,  their  respective  successors  and  assigns  permitted hereby, Participants to the extent provided in Section 10.4 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.      10.2. Assignments by Lenders    





 






                                    - 20 -            Any Lender may at any time assign to one or more Eligible Assignees all or a portion  of its rights and obligations under this Agreement (including all or a portion of its Commitment  and the Loans at the time owing to it); provided that:            (a)   except if an Event of Default has occurred and is continuing or in the case of an                 assignment  of  the  entire  remaining  amount of  the  assigning  Lender’s                 Commitment  and  the  Loans  at  the  time  owing  to  it  or  in  the  case  of  an                 assignment to a Lender or an Affiliate of a Lender or an Approved Fund with                 respect to a Lender, the aggregate amount of the Commitment being assigned                 (which  for  this  purpose  includes  Loans  outstanding  thereunder)  or,  if  the                 applicable Commitment is not then in effect, the principal outstanding balance                 of  the  Loan  of  the  assigning  Lender  subject  to  each  such  assignment                 (determined as of the date the Assignment and Assumption with respect to such                 assignment  is  delivered  to  the  Administrative  Agent  or,  if  “Trade  Date”  is                 specified in the Assignment and Assumption, as of the Trade Date) shall not be                 less than $5,000,000, in the case of any assignment in respect of a revolving                 facility,  or  $1,000,000,  in  the  case  of  any  assignment  in  respect  of  a  term                 facility, unless each of the Administrative Agent and, so long as no Default has                 occurred and is continuing, the Borrower otherwise consents to a lower amount                 (each such consent not to be unreasonably withheld or delayed);            (b)   each partial assignment shall be made as an assignment of a proportionate part                 of all the assigning Lender’s rights and obligations under this Agreement with                 respect to the Loan or the Commitment assigned, except that this clause (b)                 shall not prohibit any Lender from assigning all or a portion of its rights and                 obligations among separate credits on a non-pro rata basis;            (c)   any assignment of a Commitment relating to a credit under which Letters of                 Credit may be issued must be approved by any Issuing Bank (such approval not                 to be unreasonably withheld or delayed) unless the Person that is the proposed                 assignee is itself already a Lender with a Commitment under that credit;            (d)   any assignment must be approved by the Administrative Agent (such approval                 not to be unreasonably withheld or delayed) unless:                  (i) in the case of an assignment of a Commitment relating to a revolving credit,                    the  proposed  assignee  is  itself  already  a  Lender  with  the  same  type  of                    Commitment,                  (ii) no Event of Default has occurred and is continuing, and the assignment is                    of a Commitment relating to a non-revolving credit that is fully advanced,                    or                  (iii)the proposed  assignee  is  a  bank  whose  senior,  unsecured,  non-credit                    enhanced, long term debt is rated at least A3, A- or A low by at least two of                    Moody’s  Investor  Services  Inc.,  Standard  &  Poor’s,  a  division  of  The                    McGraw-Hill Companies, Inc. and Dominion Bond Rating Service Limited,                    respectively;    





 






                                    - 21 -            (e)   any assignment must be approved by the Borrower (such approval not to be                 unreasonably withheld or delayed) unless the proposed assignee is itself already                 a Lender with the same type of Commitment or a Default has occurred and is                 continuing; and            (f)   the parties to each assignment shall execute and deliver to the Administrative                 Agent  an  Assignment  and  Assumption,  together  with  a  processing  and                 recordation fee in  an amount specified elsewhere in this Agreement and the                 Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative                 Agent an Administrative Questionnaire.            Subject to acceptance and recording thereof by the Administrative Agent pursuant to  Section 10.3, from and after the effective date specified in each Assignment and Assumption, the  Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest  assigned by such Assignment and Assumption, have the rights and obligations of a Lender under  this Agreement and the other Loan Documents, including any collateral security, and the assigning  Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption,  be released from its obligations under this Agreement (and, in the case of an Assignment and  Assumption covering all of the assigning Lender’s rights and obligations under this Agreement,  such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of  Sections 3 and 9, and shall continue to be liable for any breach of this Agreement by such Lender,  with respect to facts and circumstances occurring prior to the effective date of such assignment.  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does  not comply with this section 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 10.4. Any  payment by an assignee to an assigning Lender in connection with an assignment or transfer shall  not be or be deemed to be a repayment by the Borrower or a new Loan to the Borrower.      10.3. Register            The Administrative Agent shall maintain at one of its offices in Toronto, Ontario or  Montréal, Québec a copy of each Assignment and Assumption delivered to it and a register for the  recordation of the names and addresses of the Lenders, and the Commitments of, and principal  amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the  “Register”).  The  entries  in  the  Register  shall  be  conclusive,  absent  manifest  error,  and  the  Borrower,  the  Administrative  Agent  and  the  Lenders  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, notwithstanding notice to the contrary. The Register shall be available for inspection  by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable  prior notice.      10.4. Participations            Any Lender may at any time, without the consent of, or notice to, the Borrower or the  Administrative Agent, sell participations to any Person (other than a natural person, an Obligor or  any Affiliate of an Obligor) (each, a “Participant”) in all or a portion of such Lender’s rights  and/or obligations under this Agreement (including all or a portion of its Commitment and/or the  Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain    





 






                                    - 22 -   unchanged, (ii) such Lender shall remain solely responsible to  the other parties  hereto  for the  performance of such obligations and (iii) the Borrower, the Administrative Agent and the other  Lenders  shall  continue  to  deal  solely  and  directly  with  such  Lender  in  connection  with  such  Lender’s rights and obligations under this Agreement. Any payment by a Participant to a Lender  in connection with a sale of a participation shall not be or be deemed to be a repayment by the  Borrower or a new Loan to the Borrower.            Subject to Section 10.5, the Borrower agrees that each Participant shall be entitled to  the benefits of Section 3 to the same extent as if it were a Lender and had acquired its interest by  assignment pursuant to Section 10.2. To the extent permitted by law, each Participant also shall be  entitled to the benefits of Section 4 as though it were a Lender, provided such Participant agrees  to be subject to Section 5 as though it were a Lender.      10.5. Limitations upon Participant Rights            A Participant shall not be entitled to receive any greater payment under Sections 3.1  and 3.2 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. A Participant that would be a Foreign Lender if it were  a Lender shall not be entitled to the benefits of Section 3.2 unless the Borrower is notified of the  participation sold to such Participant and such Participant agrees, for the benefit of the Borrower,  to comply with Section 3.2(e) as though it were a Lender.      10.6. Certain Pledges            Any Lender may at any time pledge or assign a security interest in all or any portion of  its  rights  under  this  Agreement  to  secure  obligations  of  such  Lender,  but  no  such  pledge  or  assignment shall release such Lender from any of its obligations hereunder or substitute any such  pledgee or assignee for such Lender as a party hereto.   11.   Governing Law: Jurisdiction: Etc.      11.1. Governing Law            This Agreement shall be governed by, and construed in accordance with, the laws of  the Province specified elsewhere in this Agreement and the laws of Canada applicable in that  Province.      11.2. Submission to Jurisdiction            Each Obligor irrevocably and unconditionally submits, for itself and its property, to the  nonexclusive jurisdiction of the courts of the Province specified elsewhere in this Agreement, and  any appellate court from any thereof, in any action or proceeding arising out of or relating to this  Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and  each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any  such action or proceeding may be heard and determined in such court. Each of the parties hereto  agrees that a final judgment in any such action or proceeding shall be conclusive and may be  enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.    





 






                                    - 23 -   Nothing  in  this  Agreement  or  in  any  other  Loan  Document  shall  affect  any  right  that  the  Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating  to this Agreement or any other Loan Document against any Obligor or its properties in the courts  of any jurisdiction.      11.3. Waiver of Venue            Each Obligor irrevocably and unconditionally waives, to the fullest extent permitted by  Applicable Law, any objection that it may now or hereafter have to the laying of venue of any  action or proceeding arising out of or relating to this Agreement or any other Loan Document in  any court referred to in Section 11.2. Each of the parties hereto hereby irrevocably waives, to the  fullest  extent  permitted  by  Applicable  Law,  the  defense  of  an  inconvenient  forum  to  the  maintenance of such action or proceeding in any such court.   12.   Waiver of Jury Trial            EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST  EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL  BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF  OR  RELATING TO  THIS  AGREEMENT  OR  ANY OTHER LOAN DOCUMENT OR  THE  TRANSACTIONS  CONTEMPLATED  HEREBY  OR  THEREBY  (WHETHER  BASED  ON  CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES  THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS  REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD  NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER  AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN  INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS  BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS  SECTION.   13.   Counterparts: Integration: Effectiveness: Electronic Execution      13.1. Counterparts, Integration: Effectiveness            This Agreement may be executed in counterparts (and by different parties hereto in  different counterparts), each of which shall constitute an original, but all of which when taken  together shall constitute a single contract. This Agreement and the other Loan Documents and any  separate letter agreements with respect to fees payable to the Administrative Agent constitute the  entire contract among the parties relating to the subject matter hereof and supersede any and all  previous agreements  and understandings, oral  or  written, relating  to  the subject  matter hereof.  Except as provided in the conditions precedent Section(s) of this Agreement, this Agreement shall  become  effective  when  it  has  been  executed  by  the  Administrative  Agent  and  when  the  Administrative  Agent  has  received  counterparts  hereof  that,  when  taken  together,  bear  the  signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature  page of this Agreement by telecopy or by sending a scanned copy by electronic mail shall be  effective as delivery of a manually executed counterpart of this Agreement.     





 






                                    - 24 -      13.2. Electronic Execution of Assignments            The  words  “execution,”  “signed,”  “signature,”  and  words  of  like  import  in  any  Assignment and Assumption shall be deemed to include electronic signatures or the keeping of  records in electronic form, each of which shall be of the same legal effect, validity or enforceability  as a manually executed signature or the use of a paper-based recordkeeping system, as the case  may be, to the extent and as provided for in any Applicable Law, including Parts 2 and 3 of the  Personal  Information  Protection  and  Electronic Documents  Act (Canada),  the Electronic  Commerce Act, 2000 (Ontario) and other similar federal or provincial laws based on the Uniform  Electronic Commerce Act of the Uniform Law Conference of Canada or its Uniform Electronic  Evidence Act, as the case may be.   14.   Treatment of Certain Information: Confidentiality      14.1. Each  of  the  Administrative  Agent  and  the  Lenders  agrees  to  maintain  the           confidentiality of the Information (as defined below), except that Information may be           disclosed (a) to it, its Affiliates and its and its Affiliates’ respective partners, directors,           officers, employees, agents, advisors and representatives (it being understood that the           Persons to whom such disclosure is made will be informed of the confidential nature           of such Information and instructed to keep such Information confidential), (b) to the           extent  requested  by  any  regulatory  authority  purporting  to  have  jurisdiction  over  it           (including any self-regulatory authority), (c) to the extent required by Applicable Laws           or regulations or by any subpoena or similar legal process, (d) to any other party hereto,           (e) in connection with the exercise of any remedies hereunder or under any other Loan           Document or any action or proceeding relating to this Agreement or any other Loan           Document  or  the  enforcement  of  rights  hereunder  or  thereunder,  (f)  subject  to  an           agreement containing provisions substantially the same as those of this Section, to (i)           any assignee of or Participant in, or any prospective assignee of or Participant in, any           of  its  rights  or  obligations  under  this  Agreement  or  (ii)  any  actual  or  prospective           counterparty  (or  its  advisors)  to  any  swap,  derivative,  credit-linked  note  or  similar           transaction relating to the Borrower and its obligations, (g) with the consent of the           Borrower or (h) to the extent such Information (x) becomes publicly available other           than  as  a  result  of  a  breach  of  this  Section  or  (y)  becomes  available  to  the           Administrative Agent or any Lender on a non-confidential basis from a source other           than an Obligor.      14.2. For  purposes  of  this  Section,  “Information”  means  all  information  received  in           connection with this Agreement from any Obligor relating to any Obligor or any of its           Subsidiaries or any of their respective businesses, other than any such information that           is available to the Administrative Agent or any Lender on a non-confidential basis prior           to such receipt. Any Person required to maintain the confidentiality of Information as           provided in this Section shall be considered to have complied with its obligation to do           so if such Person has exercised the same degree of care to maintain the confidentiality           of such Information as such Person would accord to its own confidential information.           In addition, the Administrative Agent may disclose to any agency or organization that           assigns  standard  identification  numbers  to  loan  facilities  such  basic  information           describing the facilities provided hereunder as is necessary to assign unique identifiers    





 






                                 - 25 -         (and, if requested, supply a copy of this Agreement), it being understood that the Person        to whom such disclosure is made will be informed of the confidential nature of such        Information and instructed to make available to the public only such Information as        such  Person  normally  makes  available  in  the  course  of  its  business  of  assigning        identification numbers.   14.3. In addition, and notwithstanding anything herein to the contrary, the Administrative        Agent may provide the information described on Exhibit B concerning the Borrower        and the credit facilities established herein to Loan Pricing Corporation and/or other        recognized trade publishers of information for general circulation in the loan market.                  





 






                                    - 26 -                                                                       EXHIBIT A                         ASSIGNMENT AND ASSUMPTION            This Assignment and Assumption (the “Assignment and Assumption”) is dated as of  the Effective Date set forth below and is entered into by and between [Insert name of Assignor]  (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not  defined herein shall have the meanings given to them in the Credit Agreement identified below (as  amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the  Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby  agreed to and incorporated herein by reference and made a part of this Assignment and Assumption  as if set forth herein in full.            For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the  Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject  to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the  Effective  Date  inserted  by  the  Administrative  Agent  as  contemplated  below  (i)  all  of  the  Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any  other documents or instruments delivered pursuant thereto to the extent related to the amount and  percentage  interest  identified  below  of  all  of  such  outstanding  rights  and  obligations  of  the  Assignor under the respective facilities identified below (including without limitation any letters  of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted  to be assigned under Applicable Law, all claims, suits, causes of action and any other right of the  Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising  under or in connection with the Credit Agreement, any other documents or instruments delivered  pursuant thereto or the loan-transactions governed thereby or in any way based on or related to  any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims,  statutory claims and all other claims at law or in equity related to the rights and obligations sold  and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to  clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such  sale and assignment is without recourse to the Assignor and, except as expressly provided in this  Assignment and Assumption, without representation or warranty by the Assignor.   1.    Assignor:   ________________________________________   2.    Assignee:   ________________________________________                     [and is an Affiliate/Approved Fund of [identify Lender]]   3.    Borrower:   ________________________________________   4.    Administrative Agent: _______________________, as the administrative agent under the  Credit Agreement   5.    Credit Agreement:  [The [amount] Credit Agreement dated as of _______ among [name  of  Borrower],  the  Lenders  parties  thereto,  [name  of  Administrative  Agent],  as  Administrative  Agent, and the other agents parties thereto]     





 






                                    - 27 -   6.    Assigned Interest:    Facility Assigned Aggregate Amount of Amount of Percentage Assigned CUSIP Number                  Commitment/Loans Commitment/Loans     of                   for all Lenders   Assigned     Commitment/Loans                 $                $                     %                         $                $                     %                         $                $                     %             [7.   Trade Date:       _______________________________]   Effective  Date:  ___________,  20___  [TO  BE  INSERTED  BY  ADMINISTRATIVE  AGENT  AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN  THE REGISTER THEREFOR.]   The terms set forth in this Assignment and Assumption are hereby agreed to:                                          ASSIGNOR                                         [Name of Assignor]                                                                                  By:   _______________________________                                               Title:                                                                                                                           ASSIGNEE                                         [Name of Assignee]                                                                                  By:   _______________________________                                               Title:                                           [Consented to and] Accepted:   [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent   By    _______________________________         Title:            [Consented to:]   [NAME OF RELEVANT PARTY]     





 






                                    - 28 -   By    _______________________________         Title:           





 






                                          - 29 -                                                        ANNEX 1 to Assignment and Assumption                                   [______________________]          STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION   1.    Representations and Warranties      1.1.  Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of           the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other           adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute           and deliver this Assignment and Assumption and to consummate the transactions contemplated           hereby;  and  (b)  assumes  no  responsibility  with  respect  to  (i)  any  statements,  warranties  or           representations made in or in connection with the Credit Agreement or any other Loan Document,           (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan           Documents or any collateral thereunder, (iii) the financial condition of the 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.      1.2.  Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has           taken  all  action  necessary,  to  execute  and  deliver  this  Assignment  and  Assumption  and  to           consummate  the  transactions  contemplated  hereby  and  to  become  a  Lender  under  the  Credit           Agreement,  (ii)  it  meets  all  requirements  of  an  Eligible  Assignee  under  the  Credit  Agreement           (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and           after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender           thereunder  and,  to  the  extent  of  the  Assigned  Interest,  shall  have  the  obligations  of  a  Lender           thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most           recent financial statements delivered pursuant to the relevant Section thereof, as applicable, and           such other documents and information as it has deemed appropriate to make its own credit analysis           and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest           on the basis of which it has made such analysis and decision independently and without reliance on           the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the           Assignment and Assumption is any documentation required to be delivered by it pursuant to the           terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that           (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any           other Lender, and based on such documents and information as it shall deem appropriate at the           time,  continue  to  make  its  own  credit  decisions  in  taking  or  not  taking  action  under  the  Loan           Documents, and (ii) it will perform in accordance with their terms all of the obligations which by           the terms of the Loan Documents are required to be performed by it as a Lender.              





 






                                          - 30 -         2.    Payments   From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned  Interest  (including  payments  of  principal,  interest,  fees  and  other  amounts)  to  the  Assignee  whether  such  amounts have accrued prior to, on or after the Effective Date. The Assignor and the Assignee shall make all  appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or  with respect to the making of this assignment directly between themselves.   3.    General Provisions   This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their  respective successors and permitted assigns. This Assignment and Assumption may be executed in any number  of  counterparts,  which  together  shall  constitute  one  instrument.  Delivery  of  an  executed  counterpart  of  a  signature page of this Assignment and Assumption by telecopy or by sending a scanned copy by electronic  mail shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.  This Assignment and Assumption shall be governed by, and construed in accordance with, the law governing  the Credit Agreement.     





 






                                          - 31 -                                                                                 EXHIBIT B                              LOAN MARKET DATA TEMPLATE   Recommended Data Fields - At Close  The items highlighted in bold are those that Loan Pricing Corporation (LPC) deem essential. The remaining  items are those that LPC has seen become more prominent over time as transparency has increased in the U.S.  Loan Market.     Company Level             Deal Specific             Facility Specific   Issuer Name               Currency/Amount           Currency/Amount   Location                  Date                      Type   SIC (Cdn)                 Purpose                   Purpose   Identification Number(s)  Sponsor                   Tenor   Revenue                   Financial Covenants       Term Out Option                                                       Expiration Date                             Target Company            Facility Signing Date   Measurement of Risk*      Assignment Language       Pricing         S&P Sr. Debt        Law Firms                     Base Rate(s)/Spread(s)/BA/LIBOR         S&P Issuer          MAC Clause                    Initial Pricing Level         Moody’s Sr. Debt    Springing lien                Pricing Grid (tied to, levels)         Moody’s Issuer      Cash Dominion                 Grid Effective Date         Fitch Sr. Debt      Mandatory Prepays         Fees         Fitch Issuer        Restrc’d  Payments  (Neg      Participation Fee (tiered also)         S&P Implied         Covs)                              (internal assessment) Other Restrictions          Commitment Fee         DBRS                                             Other Ratings                                       Annual Fee   *Industry Classification                                Utilization Fee         Moody’s Industry                                  LC Fee(s)         S&P Industry                                      BA Fee   Parent                                              Prepayment Fee                                                          Financial Ratios                                    Other Fees to Market                                                                                                                  Security                                                           Secured/Unsecured                                                           Collateral and Seniority of Claim                                                           Collateral Value                                                       Guarantors                                                       Lenders Names/Titles                                                       Lender Commitment(s)                                                       Committed/Uncommitted                                                       Distribution method                                                       Amortization Schedule    





 






                                          - 32 -                                                        Borrowing Base/Advance Rates                                                       New Money Amount                                                       Country of Syndication                                                       Facility Rating (Loss given default)                                                           S&P Bank Loan                                                           Moody’s Bank Loan                                                           Fitch Bank Loan                                                           DBRS                                                           Other Ratings                                                           * These items would be considered useful to capture from an analytical perspective